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TABLE OF CONTENTS
NOVARTIS GROUP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on January 27, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549



FORM 20-F


o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2010

OR

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-15024

NOVARTIS AG
(Exact name of Registrant as specified in its charter)

NOVARTIS Inc.
(Translation of Registrant's name into English)

Switzerland
(Jurisdiction of incorporation or organization)

Lichtstrasse 35
4056 Basel, Switzerland

(Address of principal executive offices)

Thomas Werlen
Group General Counsel
Novartis AG
CH-4056 Basel
Switzerland
011-41-61-324-2745
thomas.werlen@novartis.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of class
 
Name of each exchange on which registered
American Depositary Shares
each representing 1 share,
nominal value CHF 0.50 per share,
and shares
  New York Stock Exchange, Inc.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

2,289,445,178 shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý    No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer ý                        Accelerated filer o                        Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 
   
   
o U.S. GAAP   ý International Financial Reporting Standards as issued by the International Accounting Standards Board   o Other

If "Other" has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o    Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o    No ý


Table of Contents


TABLE OF CONTENTS

  INTRODUCTION AND USE OF CERTAIN TERMS     1  

 

FORWARD LOOKING STATEMENTS

 

 

1

 

 

PART I

 

 

3

 

 

 

 

Item

 

1.

 

Identity of Directors, Senior Management and Advisers

 

 

3

 

 

 

 

Item

 

2.

 

Offer Statistics and Expected Timetable

 

 

3

 

 

 

 

Item

 

3.

 

Key Information

 

 

3

 
          3.A   Selected Financial Data     3  
          3.B   Capitalization and Indebtedness     6  
          3.C   Reasons for the offer and use of proceeds     6  
          3.D   Risk Factors     6  

 

 

 

Item

 

4.

 

Information on the Company

 

 

20

 
          4.A   History and Development of Novartis     20  
          4.B   Business Overview     23  
              Pharmaceuticals     25  
              Vaccines and Diagnostics     58  
              Sandoz     67  
              Consumer Health     74  
          4.C   Organizational Structure     79  
          4.D   Property, Plants and Equipment     79  

 

 

 

Item

 

4A.

 

Unresolved Staff Comments

 

 

86

 

 

 

 

Item

 

5.

 

Operating and Financial Review and Prospects

 

 

87

 
          5.A   Operating Results     87  
          5.B   Liquidity and Capital Resources     166  
          5.C   Research & Development, Patents and Licenses     172  
          5.D   Trend Information     172  
          5.E   Off-Balance Sheet Arrangements     172  
          5.F   Aggregate Contractual Obligations     172  

 

 

 

Item

 

6.

 

Directors, Senior Management and Employees

 

 

174

 
        6.A   Directors and Senior Management     174  
        6.B   Compensation     182  
        6.C   Board Practices     210  
          6.D   Employees     230  
          6.E   Share Ownership     232  

 

 

 

Item

 

7.

 

Major Shareholders and Related Party Transactions

 

 

233

 
          7.A   Major Shareholders     233  
          7.B   Related Party Transactions     234  
          7.C   Interests of Experts and Counsel     235  

 

 

 

Item

 

8.

 

Financial Information

 

 

235

 
          8.A   Consolidated Statements and Other Financial Information     235  
          8.B   Significant Changes     235  

 

 

 

Item

 

9.

 

The Offer and Listing

 

 

236

 
          9.A   Listing Details     236  
          9.B   Plan of Distribution     237  
          9.C   Market     237  
          9.D   Selling Shareholders     237  

Table of Contents

          9.E   Dilution     237  
          9.F   Expenses of the Issue     237  

 

 

 

Item

 

10.

 

Additional Information

 

 

237

 
          10.A   Share Capital     237  
          10.B   Memorandum and Articles of Association     237  
          10.C   Material Contracts     242  
          10.D   Exchange Controls     243  
          10.E   Taxation     243  
          10.F   Dividends and Paying Agents     247  
          10.G   Statement by Experts     247  
          10.H   Documents on Display     248  
          10.I   Subsidiary Information     248  

 

 

 

Item

 

11.

 

Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk

 

 

249

 

 

 

 

Item

 

12.

 

Description of Securities other than Equity Securities

 

 

254

 
          12.A   Debt Securities     254  
          12.B   Warrants and Rights     254  
          12.C   Other Securities     254  
          12.D   American Depositary Shares     255  

 

PART II

 

 

257

 

 

 

 

Item

 

13.

 

Defaults, Dividend Arrearages and Delinquencies

 

 

257

 

 

 

 

Item

 

14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

 

 

257

 

 

 

 

Item

 

15.

 

Controls and Procedures

 

 

258

 

 

 

 

Item

 

16A.

 

Audit Committee Financial Expert

 

 

258

 

 

 

 

Item

 

16B.

 

Code of Ethics

 

 

258

 

 

 

 

Item

 

16C.

 

Principal Accountant Fees and Services

 

 

259

 

 

 

 

Item

 

16D.

 

Exemptions from the Listing Standards for Audit Committees

 

 

260

 

 

 

 

Item

 

16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

 

261

 

 

 

 

Item

 

16F.

 

Change in Registrant's Certifying Accountant

 

 

261

 

 

 

 

Item

 

16G.

 

Corporate Governance

 

 

261

 

 

PART III

 

 

262

 

 

 

 

Item

 

17.

 

Financial Statements

 

 

262

 

 

 

 

Item

 

18.

 

Financial Statements

 

 

262

 

 

 

 

Item

 

19.

 

Exhibits

 

 

263

 

Table of Contents


INTRODUCTION

        Novartis AG and its consolidated affiliates (Novartis or the Group) publish consolidated financial statements expressed in US dollars. Our consolidated financial statements found in Item 18 of this annual report on Form 20-F (Form 20-F) are those for the year ended December 31, 2010 and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).




USE OF CERTAIN TERMS

        In this Form 20-F, references to "Alcon" are to Alcon, Inc.; references to "US dollars," "$" or "USD" are to the lawful currency of the United States of America, and references to "CHF" are to Swiss francs; references to the "United States" or to "US" are to the United States of America, references to the European Union (EU) are to the European Union and its 27 member states and references to "Americas" are to North, Central (including the Caribbean) and South America, unless the context otherwise requires; references to "associates" are to employees of our affiliates; references to the "FDA" are to the US Food and Drug Administration, references to "EMA" are to the European Medicines Agency, an agency of the EU, and references to the CHMP are to the EMA's Committee for Medicinal Products for Human Use; references to "ADS" or "ADSs" are to Novartis American Depositary Shares, and references to "ADR" or "ADRs" are to Novartis American Depositary Receipts; references to the NYSE are to the New York Stock Exchange, and references to the SIX are to the SIX Swiss Exchange. All product names appearing in italics are trademarks owned by or licensed to Group companies. Product names identified by a "®" or a "™" are trademarks that are not owned by or licensed to Group companies. You will find the words "we," "our," "us" and similar words or phrases in this Form 20-F. We use those words to comply with the requirement of the US Securities and Exchange Commission to use "plain English" in public documents like this Form 20-F. For the sake of clarification, each Group company is legally separate from all other Group companies and manages its business independently through its respective board of directors or other top local management body. No Group company operates the business of another Group company nor is any Group company the agent of any other Group company. Each executive identified in this Form 20-F reports directly to other executives of the Group company which employs the executive, or to that Group company's board of directors.




FORWARD LOOKING STATEMENTS

        This Form 20-F contains certain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which can be identified by terminology such as "planned," "expected," "will," "potential," "pipeline," "outlook," or similar expressions, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding potential growth opportunities from the acquisition of a 77% majority ownership in Alcon, Inc. or regarding the expected merger with Alcon, or the potential impact on Alcon or Novartis of the expected merger; or regarding potential future sales or earnings of the Novartis Group or any of its divisions as a result of the expected merger or otherwise, or of Alcon, or any potential synergies, strategic benefits or opportunities as a result of the expected merger; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements reflect the current views of the Group regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no guarantee that any new products will be approved for sale in any market, or that any new indications will be approved for existing products in any market, or that such products will achieve any

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particular revenue levels. Nor can there be any guarantee that the expected merger with Alcon will be completed in the expected form or within the expected time frame or at all. Nor can there be any guarantee that Novartis will be able to realize any of the potential synergies, strategic benefits or opportunities as a result of either Novartis' acquisition of a 77% majority ownership in Alcon, Inc., or as a result of the expected merger with Alcon. Nor can there be any guarantee that the Novartis Group, or any of its divisions, or Alcon will achieve any particular financial results, whether as a result of the merger or otherwise. In particular, management's expectations could be affected by, among other things, unexpected regulatory actions or delays or government regulation generally; unexpected clinical trial results, including additional analyses of existing clinical data or unexpected new clinical data; the Group's ability to obtain or maintain patent or other proprietary intellectual property protection; disruptions from the Alcon 77% implementation and the expected merger making it more difficult to maintain business and operational relationships, and relationships with key employees; unexpected product manufacturing issues; uncertainties regarding actual or potential legal proceedings, including, among others, litigation seeking to prevent the merger from taking place, product liability litigation, litigation regarding sales and marketing practices, government investigations and intellectual property disputes; competition in general; government, industry, and general public pricing and other political pressures; uncertainties regarding the after-effects of the recent global financial and economic crisis; uncertainties regarding future global exchange rates and uncertainties regarding future demand for our products; uncertainties involved in the development of new pharmaceutical products; and the impact that the foregoing factors could have on the values attributed to the Group's assets and liabilities as recorded in the Group's consolidated balance sheet. Some of these factors are discussed in more detail herein, including under "Item 3. Key Information—3.D. Risk factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Form 20-F as anticipated, believed, estimated or expected. We provide the information in this 20-F as of the date of its filing. We do not intend, and do not assume any obligation, to update any information or forward looking statements set out in this Form 20-F as a result of new information, future events or otherwise.

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PART I

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 prepared in accordance with IFRS as issued by the IASB. Our consolidated financial statements for the years ended December 31, 2010, 2009 and 2008 are included in "Item 18. Financial Statements" in this Form 20-F.

        The results of our Medical Nutrition and Gerber Business Units are shown as discontinued operations for all periods presented, following their divestment in 2007.

        All financial data should be read in conjunction with "Item 5. Operating and Financial Review and Prospects". All financial data presented in this Form 20-F are qualified in their entirety by reference to the consolidated financial statements and their notes.

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  Year Ended December 31,  
 
  2010   2009   2008   2007   2006  
 
  ($ millions, except per share information)
 

INCOME STATEMENT DATA

                               

Net sales from continuing operations

    50,624     44,267     41,459     38,072     34,393  
                       

Operating income from continuing operations

    11,526     9,982     8,964     6,781     7,642  

Income from associated companies

    804     293     441     412     264  

Financial income

    64     198     384     531     354  

Interest expense

    (692 )   (551 )   (290 )   (237 )   (266 )
                       

Income before taxes from continuing operations

    11,702     9,922     9,499     7,487     7,994  

Taxes

    (1,733 )   (1,468 )   (1,336 )   (947 )   (1,169 )
                       

Net income from continuing operations

    9,969     8,454     8,163     6,540     6,825  

Net income from discontinued operations

                70     5,428     377  
                       

Group net income

    9,969     8,454     8,233     11,968     7,202  
                       

Attributable to:

                               
 

Shareholders of Novartis AG

    9,794     8,400     8,195     11,946     7,175  
 

Non-controlling interests

    175     54     38     22     27  

Operating income from discontinued operations (including divestment gains)

               
70
   
6,152
   
532
 

Basic earnings per share ($):

                               

—Continuing operations

    4.28     3.70     3.59     2.81     2.90  

—Discontinued operations

                0.03     2.34     0.16  

—Total

    4.28     3.70     3.62     5.15     3.06  

Diluted earnings per share ($):

                               

—Continuing operations

    4.26     3.69     3.56     2.80     2.88  

—Discontinued operations

                0.03     2.33     0.16  

—Total

    4.26     3.69     3.59     5.13     3.04  

Cash dividends(1)

   
4,486
   
3,941
   
3,345
   
2,598
   
2,049
 

Cash dividends per share in CHF(2)

    2.20     2.10     2.00     1.60     1.35  

Operating income from continuing operations earnings per share ($):

                               

—Basic

    5.04     4.40     3.96     2.93     3.26  

—Diluted

    5.01     4.38     3.92     2.91     3.24  

(1)
Cash dividends represent cash payments in the applicable year that generally relate to earnings of the previous year.

(2)
Cash dividends per share represent dividends proposed that relate to earnings of the current year. Dividends for 2010 will be proposed to the Annual General Meeting on February 22, 2011 for approval.

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  Year Ended December 31,  
 
  2010   2009   2008   2007   2006  
 
  ($ millions)
 

BALANCE SHEET DATA

                               

Cash, cash equivalents and marketable securities & derivative financial instruments

    8,134     17,449     6,117     13,201     7,955  

Inventories

    6,093     5,830     5,792     5,455     4,498  

Other current assets

    12,458     10,412     8,972     8,774     8,215  

Non-current assets

    96,633     61,814     57,418     48,022     46,604  

Assets held for sale related to discontinued operations

                            736  
                       

Total assets

    123,318     95,505     78,299     75,452     68,008  
                       

Trade accounts payable

    4,788     4,012     3,395     3,018     2,487  

Other current liabilities

    19,870     15,458     13,109     13,623     13,540  

Non-current liabilities

    28,891     18,573     11,358     9,415     10,480  

Liabilities related to discontinued operations

                            207  
                       

Total liabilities

    53,549     38,043     27,862     26,056     26,714  
                       

Issued share capital and reserves attributable to shareholders of Novartis AG

    63,196     57,387     50,288     49,223     41,111  

Non-controlling interests

    6,573     75     149     173     183  
                       

Total equity

    69,769     57,462     50,437     49,396     41,294  
                       

Total liabilities and equity

    123,318     95,505     78,299     75,452     68,008  
                       

Net assets

    69,769     57,462     50,437     49,396     41,294  

Outstanding share capital

    832     825     820     815     850  

Total outstanding shares (millions)

    2,289     2,274     2,265     2,264     2,348  


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
per share
  Total Dividend
per share in $
 
 
   
  (CHF)
  ($)
 

2006

  March 2007     1.35     1.09  

2007

  February 2008     1.60     1.53  

2008

  February 2009     2.00     1.72  

2009

  March 2010     2.10     1.95  

2010(1)

  March 2011     2.20     2.34 (2)

(1)
Dividend to be proposed at the Annual General Meeting on February 22, 2011 and to be distributed March 1, 2011.

(2)
Translated into US dollars at the 2010 Reuters Market System period end rate of $1.06 to the Swiss franc. 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.

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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, 2011, as found on Reuters Market System, was CHF 1.00 = $1.06.

Year ended December 31,
($ per CHF)
  Period End   Average(1)   Low   High  

2006

    0.82     0.80     0.76     0.84  

2007

    0.88     0.83     0.80     0.91  

2008

    0.94     0.93     0.82     1.02  

2009

    0.97     0.92     0.84     1.00  

2010

    1.06     0.96     0.86     1.07  

Month end,
                         

August 2010

                0.95     0.98  

September 2010

                0.98     1.03  

October 2010

                1.01     1.05  

November 2010

                1.00     1.04  

December 2010

                1.00     1.07  

January 2011(2)

                1.03     1.07  

(1)
Represents the average of the exchange rates on the last day of each full month during the year.

(2)
Through January 25, 2011.


3.B    Capitalization and Indebtedness

        Not applicable.


3.C    Reasons for the offer and use of proceeds

        Not applicable.


3.D    Risk Factors

        Our businesses face significant risks and uncertainties. You should carefully consider all of the information set forth in this annual report on Form 20-F and in other documents we file with or furnish to the SEC, including the following risk factors, before deciding to invest in any Novartis securities. Our business as well as our financial condition or results of operations could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently deemed to be material.

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Risks Facing Our Business

Our Pharmaceuticals Division faces and will continue to face important patent expirations and aggressive generic competition.

        Our Pharmaceuticals Division's products are generally protected by patent rights, which are intended to provide us with exclusive rights to market the patented products. However, those patent rights are of varying strengths and durations. Loss of market exclusivity for one or more important products—including the loss of exclusivity on Diovan, our best-selling product, which we face in the EU this year, and in the US in 2012 and in Japan in 2013—will have a material adverse effect on our results of operations.

        The introduction of a generic version of a branded medicine typically results in a significant and rapid reduction in net sales for the branded product because generic manufacturers typically offer their unbranded versions at sharply lower prices. Such competition can result from the regular expiration of the term of the patent. Such competition can also result from the entry of generic versions of another medicine in the same therapeutic class as one of our drugs, or in another competing therapeutic class. In addition, generic manufacturers frequently take an aggressive approach to challenging patents, conducting so-called "launches at risk" of products that are still under legal challenge for patent infringement, before final resolution of legal proceedings.

        We also rely in all aspects of our businesses on unpatented proprietary technology, know-how, trade secrets and other confidential information, which we seek to protect through various measures including confidentiality agreements with licensees, employees, third-party collaborators, or consultants who may have access to such information. If these agreements are breached, our contractual remedies may not be adequate to cover any losses.

        Some of our best-selling products are expected to face significant competition beginning as early as this year due to the end of market exclusivity resulting from the expiry of patent protection.

        For more information on the patent status of our Pharmaceuticals Division's products see "Item 4. Information on the Company—Item 4.B Business Overview—Pharmaceuticals—Intellectual Property" and "Item 18. Financial Statements—note 20".

        Clearly, with respect to major products for which the patent terms are expiring, the loss of exclusivity of these products will have a material adverse effect on our business, financial condition and results of operations. In addition, should we unexpectedly lose exclusivity on additional products due to patent litigation or other reasons, this will have a material adverse effect on our business, financial condition and results of operations, both due to the loss of revenue, and the difficulties in planning for such losses.

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Our research and development efforts may not succeed in bringing high-potential products to market, or to do so cost-efficiently enough, or in sufficient numbers.

        Our ability to continue to grow our business and to replace sales lost due to the end of market exclusivity depends upon the success of our research and development activities in identifying, and successfully and cost-effectively developing high-potential breakthrough products that address unmet needs, are accepted by patients and physicians, and are reimbursed by payors. To accomplish this, we commit substantial effort, funds and other resources across all our divisions to research and development, both through our own dedicated resources and through various collaborations with third parties. Developing new healthcare products and bringing them to market, however, is a highly costly, lengthy and uncertain process. In spite of our significant investments, there can be no guarantee that our research and development activities will produce a sufficient number of commercially viable new products.

        Using the products of our largest division as an example, the research and development process for a new pharmaceutical product can take up to 15 years, or even longer, from discovery to commercial product launch—and with a limited available patent life the longer it takes to develop a product, the less time there will be for us to recoup our development costs. New products need not only undergo intensive preclinical and clinical testing, but also must be approved by means of highly complex, lengthy and expensive approval processes which can vary from country to country. During each stage, there is a substantial risk that we will encounter serious obstacles which will further delay us and add substantial expense, or that we will not achieve our goals and, accordingly, may be forced to abandon a product in which we have invested substantial amounts of time and money. Reasons for delays may include: failure of the product candidate in preclinical studies; difficulty enrolling patients in clinical trials or delays or clinical trial holds at clinical trial sites; delays in completing formulation and other testing and work necessary to support an application for regulatory approval; adverse reactions to the product candidate or indications of other safety concerns; insufficient clinical trial data to support the safety or efficacy of the product candidate; our inability to manufacture sufficient quantities of the product candidate for development or commercialization activities in a timely and cost-efficient manner; and failure to obtain, or delays in obtaining, the required regulatory approvals for the product candidate or the facilities in which it is manufactured. In addition, FDA and other governmental health authorities have recently begun to intensify their scrutiny of pharmaceutical companies' compliance with regulations related to the development of new products, thus adding to the obstacles and costs we face in bringing new products to market.

        Our Vaccines and Diagnostics Division faces challenges similar to those faced by our Pharmaceuticals Division in developing and bringing to market new vaccines. In particular, our Vaccines and Diagnostics Division has been working to fully develop and bring to market two vaccines, Menveo and Bexsero, to combat different strains of meningococcal disease in patients of a wide range of age groups. These products are the primary products in the division's pipeline. If our Vaccines and Diagnostics Division were unable to successfully develop one or both of these products, or if the partial or full approvals of either or both of these products were significantly delayed, it could have a material adverse effect on the medium to long-term success of the division, and of the Group as a whole.

        In addition, our Sandoz Division has made, and expects to continue to make, significant investments in the development of biotechnology based, "biologic" medicines intended for sale as bioequivalent or "biosimilar" generic versions of currently-marketed biotechnology products. While the development of such products can be somewhat less costly and complex than the development of originator biologic medicines, to date many countries do not yet have an established legislative or regulatory pathway which would permit such products to be sold in a manner in which the biosimilar product would be readily substitutable for the originator product. Significant delays in the development of such pathways, or significant impediments that may ultimately be built into such pathways, could diminish the value of the investments that Sandoz has made, and will continue to make, in its biotechnology operations, and could have a material adverse effect on the long-term success of the Group as a whole.

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        If we are unable to cost-effectively maintain an adequate flow of successful new products and new indications for existing products sufficient to cover our substantial research and development costs and to replace sales lost as older products are lost to generic competition (including the significant number of important products likely to face generic competition in the near future), or are displaced by competing products or therapies, this could have a material adverse effect on our business, financial condition or results of operations. For a description of the approval processes which must be followed to market our products, see the sections headed "Regulation" included in the descriptions of our four operating divisions under "Item 4. Information on the Company—Item 4.B Business Overview."

Increasing regulatory scrutiny of drug safety and efficacy has and is likely to continue to adversely affect us.

        Following several widely publicized issues in recent years, health regulators are increasingly focusing on product safety. Recently, the Obama Administration has publicly emphasized the importance of enforcing US drug safety regulations. In addition, authorities have paid increased attention to the risk/benefit profile of pharmaceutical products with an increasing emphasis on product safety and the value-added of products. These developments have led to requests for more clinical trial data, for the inclusion of a significantly higher number of patients in clinical trials, and for more detailed analyses of the trials. As a result, the already lengthy and expensive process of obtaining regulatory approvals for pharmaceutical products has become even more challenging.

        In addition, for the same reason, the post-approval regulatory burden has been increasing. Approved drugs have increasingly been subject to requirements such as risk evaluation and mitigation strategies (REMS), Risk Management Plans, comparative effectiveness studies, Health Technology Assessments and requirements to conduct post-approval Phase IV clinical trials to gather far more detailed safety and other data on products. These requirements have the effect of making the maintenance of regulatory approvals and achieving reimbursement for our products increasingly expensive, and further heightening the risk of recalls, product withdrawals, or loss of market share.

        Like our industry peers, we have been required by health authorities to conduct additional clinical trials, and to submit additional analyses of our data in order to obtain product approvals. We have had REMS and other such requirements imposed as a condition of approval of our new drugs. By increasing the costs of, and causing delays in obtaining approvals—and creating a risk that safe and efficacious products will not be approved, or will be removed from the market after previously having been approved—these regulatory requirements have had, and likely will continue to have, a material adverse effect on our business, financial condition and results of operations.

Our business is increasingly affected by pressures on pricing for our products.

        The growth of overall healthcare costs as a percentage of gross domestic product in many countries means that governments and payors are under intense pressure to control spending even more tightly. These pressures are particularly strong given the lingering effects of the recent global economic and financial crisis, including the ongoing debt crisis in certain countries in Europe. As a result, our businesses and the healthcare industry in general are operating in an ever more challenging environment with very significant pricing pressures. These ongoing pressures affect all of our businesses that rely on reimbursement—including Pharmaceuticals, Sandoz and Vaccines—and involve government-imposed industry-wide price reductions, mandatory pricing systems, reference pricing initiatives, an increase in imports of drugs from lower-cost countries to higher-cost countries, shifting of the payment burden to patients through higher co-payments, limiting physicians' ability to choose among competing medicines, mandatory substitution of generic drugs and growing pressure on physicians to reduce the prescribing of patented prescription medicines. Such initiatives include the 2010 enactment of healthcare reform in the US, and its forthcoming implementation.

        As a result of such measures, we faced downward pricing pressures on our branded and generic drugs in many countries in 2010. For example, Greece imposed temporary price cuts of from 3-27%. Germany

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increased the required rebate for certain products from 6-16%. Turkey imposed a discount on certain products of from 11-23%. And Spain imposed a discount of 7.5% on branded drugs and a discount of 25% on generic drugs.

        We expect these efforts to continue in 2011 as healthcare payors around the globe—in particular government-controlled health authorities, insurance companies and managed care organizations—step up initiatives to reduce the overall cost of healthcare, restrict access to higher-priced new medicines, increase the use of generics and impose overall price cuts. For more information on price controls and on our challenging business environment see "Item 4. Information on the Company—Item 4.B Business Overview—Pharmaceuticals—Price Controls."

Failure to comply with law, and resulting legal proceedings may have a significant negative effect on our results of operations.

        We are obligated to comply with the laws of the approximately 140 countries in which we operate, covering an extremely wide range of activities. To that end, we have a strong global compliance with law program in place. Nonetheless, despite our efforts, any failure to comply with law could lead to substantial liabilities that may not be covered by insurance, and could affect our business and reputation.

        In particular, in recent years, there has been a trend of increasing litigation and government investigations against companies operating in the industries of which we are a part, especially in the US. A number of our subsidiaries are, and will likely continue to be, subject to various legal proceedings that arise from time to time, including proceedings regarding product liability, commercial disputes, employment and wrongful discharge, antitrust, securities, sales and marketing practices, health and safety, environmental, tax, privacy, and intellectual property matters. Such proceedings are inherently unpredictable, and large verdicts sometimes occur. As a consequence, we may in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations or cash flows.

        In addition, governments and regulatory authorities have been stepping up their compliance and law enforcement activities in recent years in key areas, including corruption, marketing practices, insider trading, antitrust and trade restrictions. Responding to such investigations is costly, and a significant diversion of management's attention from our business. In addition, such investigations may affect our reputation and create a risk of potential exclusion from government reimbursement programs in the US and other countries. These factors have contributed to decisions by us and other companies in our industry to enter into settlement agreements with governmental authorities around the world. Those settlements have involved and may continue to involve large cash payments, including the potential repayment of amounts allegedly obtained improperly and penalties up to treble damages. In addition, settlements of healthcare fraud cases often require companies to enter into a corporate integrity agreement, which is intended to regulate company behavior for a period of years. Also, matters underlying governmental investigations and settlements may be the subject of separate private litigation.

        Our businesses have been subject, from time to time, to governmental investigations and information requests by regulatory authorities. For example, our US affiliate Novartis Pharmaceuticals Corporation (NPC) recently settled parallel civil and criminal investigations by the US government into allegations of potential inappropriate marketing and promotion of six Novartis drugs. As part of the settlement, NPC agreed to plead guilty to one misdemeanor, and to resolve civil charges against it, agreeing to pay a total of $422.5 million, and to enter into a five-year Corporate Integrity Agreement.

        At the same time, our Sandoz Division may, from time to time, seek approval to market a generic version of a product before the expiration of patents claimed by one of our competitors for the branded product. We do this in cases where we believe that the relevant patents are invalid, unenforceable, or would not be infringed by our generic product. As a result, affiliates of our Sandoz Division frequently face patent litigation, and in certain circumstances, we may elect to market a generic product even though

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patent infringement actions are still pending. Should we elect to proceed in this manner and conduct a "launch at risk," we could face substantial damages if the final court decision is adverse to us.

        Separately, the US affiliates of our Pharmaceuticals and Sandoz Divisions are the subjects of lawsuits brought by private plaintiffs and a number of state and local governments alleging that they have fraudulently overstated the Average Wholesale Price and "best price," which are, or have been, used by the US federal and state governments in the calculation of, respectively, US Medicare reimbursements and Medicaid rebates. While a Novartis affiliate was successful on appeal in one of these actions, juries have awarded plaintiffs substantial damages in three trials against Novartis affiliates to date. More trials are expected in the future.

        In addition, the US affiliate of our Pharmaceuticals Division was sued by certain of its pharmaceutical sales representatives alleging that the affiliate violated wage and hour laws by failing to pay them overtime compensation. These lawsuits are part of a number of actions pending against pharmaceutical companies that challenge the industry's long-term practice of treating pharmaceutical sales representatives as salaried employees. In January 2009, the trial court held that the pharmaceutical sales representatives were not entitled to overtime pay under the federal Fair Labor Standards Act and corresponding state wage and hour laws. Plaintiffs appealed the judgment to the US Court of Appeals, which vacated the judgment of the trial court in July 2010, and remanded the case to the SDNY for further proceedings. We have sought the US Supreme Court's permission to appeal the Court of Appeals' reversal of the trial court's decision. Should we fail to succeed in defeating the pharmaceutical sales representatives' suit, we would be required to comply with orders which may be disruptive and costly to our business.

        Adverse judgments or settlements in any of these cases could have a material adverse effect on our business, financial condition and results of operations.

        For more detail regarding specific legal matters currently pending against us and provisions for such matters, see "Item 18. Financial Statements—note 20." See also "—Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses" below.

The manufacture of our products is highly regulated and complex, and may result in a variety of issues that could lead to extended supply disruptions and significant liability.

        The products we market and sell are either manufactured at our own dedicated manufacturing facilities or by third parties. In either case, we must ensure that all manufacturing processes comply with current Good Manufacturing Practices (cGMP) and other applicable regulations, as well as with our own high quality standards. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA, and such health authorities have recently begun to intensify their scrutiny of manufacturers' compliance with such requirements. If we or our third-party suppliers fail to comply fully with these requirements then there could be a regulatorily-required shutdown of production facilities or production lines, which in turn could lead to product shortages, or to our being entirely unable to supply product to patients for an extended duration. This, in turn, could lead to a significant loss of sales revenue. In addition, health authorities have begun to impose significant penalties for such failures to comply with cGMP. A failure to comply fully with cGMP could also lead to a delay in the approval of new products to be manufactured at the impacted site.

        Like our competitors, we have faced significant manufacturing issues, and have received Warning Letters relating to such manufacturing issues. For example, in December 2010, a CIBA Vision manufacturing facility in Cidra, Puerto Rico received a Warning Letter from the FDA, primarily as a result of questions involving the testing methods used for certain contact lenses manufactured there. As a result, CIBA Vision recalled the product. An action plan is under development and will be presented to the FDA. However, there can be no guarantee of the outcome of this matter. Nor can there be any guarantee that we will not face similar such issues in the future, or that we will successfully manage such issues when they arise.

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        In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply. As a result, the inherent fragility of certain of our production processes may cause the production of one or more of our products to be disrupted from time to time.

        In particular, an increasing portion of our portfolio, including products from our Pharmaceuticals, Vaccines and Diagnostics, and Sandoz Divisions, are "biologic" products. Unlike traditional "small-molecule" drugs, biologic drugs cannot be manufactured synthetically, but typically must be produced from living plant or animal micro-organisms. As a result, the production of biologic drugs which meet all regulatory requirements is especially complex. Even slight deviations at any point in the production process may lead to batch failures or recalls. In addition, because the production process is based on living micro-organisms, the process could be affected by contaminants which could impact those micro-organisms. In such an event, production shutdowns and extensive and extended decontamination efforts may be required.

        Finally, in addition to potential liability for government penalties, because our products are intended to promote the health of patients, for some of our products, any supply disruption, or other charges regarding production issues, could subject us to lawsuits or to allegations that the public health, or the health of individuals, has been endangered.

        In sum, a disruption in the supply of certain key products—whether as a result of a failure to comply with applicable regulations, the fragility of the production process, or our failure to accurately predict demand—could have a material adverse effect on our business, financial condition or results of operations.

The after-effects of the recent global economic and financial crisis may have a material adverse effect on our results.

        Many of the world's largest economies and financial institutions continue to be impacted by the recent global economic and financial crisis, with some continuing to face financial difficulty, a decline in asset prices, liquidity problems and limited availability of credit. It is uncertain how long these effects will last, or whether economic and financial trends will worsen or improve. Such uncertain economic times may have a material adverse effect on our revenues, results of operations, financial condition and ability to raise capital. For example, the ongoing debt crisis in certain countries in Europe have increased pressures on those countries, and on payors in those countries to force healthcare companies to decrease the prices at which we may sell them our products. The debt crisis has also given rise to concerns that some countries may not be able to pay us for our products at all.

        In addition, the varying impact of difficult economic times on the economies of different countries has impacted, and may continue to unpredictably impact, the translation of our operating results into US dollars, our reporting currency. This is particularly so given recent financial troubles in many European economies, and the resultant investor concerns about the future of the Euro. The financial and debt crises may also cause the value of our investments in our pension plans to decrease, requiring us to increase our funding of those pension plans. In addition, the financial crisis may also result in a lower return on our financial investments, and a lower value on some of our assets. Alternately, the financial crisis may result in a return to inflation, which could lead to higher interest rates, which would increase our costs of raising capital. See also "—If any of numerous key assumptions and estimates in calculating our pension plan obligations turn out to be different from our actual experience, we may be required to increase substantially our contributions to pension plans as well as our pension-related costs in the future" below, and "—Foreign exchange fluctuations may adversely affect our earnings and the value of some of our assets" below.

        To the extent that the economic and financial crisis is directly affecting consumers, some of our businesses, including the business units of our Consumer Health Division, may be particularly sensitive to

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declines in consumer spending. In addition, our Pharmaceuticals, Vaccines and Diagnostics, and Sandoz Divisions may not be immune to consumer cutbacks, particularly given the increasing requirements in certain countries that patients pay a larger contribution toward their own healthcare costs. As a result, there is a risk that consumers may cut back on prescription drugs and vaccines, as well as consumer health products, to help cope with rising costs and difficult economic times.

        To the extent that the economic and financial crisis is directly affecting businesses, it may also lead to a disruption or delay in the performance of third parties on which we rely for parts of our business, including licensees and collaboration partners, distributors, clinical trial providers and suppliers of products, intermediates and other goods or services. Such disruptions or delays could have an adverse effect on our business and results of operations. See also "—Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses" below.

        At the same time, significant changes and volatility in the equity, credit and foreign exchange markets, in the consumer and business environment, and in the competitive landscape make it increasingly difficult for us to predict our revenues and earnings into the future. As a result, any revenue or earnings guidance or outlook which we have given or might give may be overtaken by events, or may otherwise turn out to be inaccurate. Though we endeavor to give reasonable estimates of future revenues and earnings at the time we give such guidance, under current market conditions there is a significant risk that such guidance or outlook will turn out to be, or to have been, incorrect.

Risks related to our acquisition of a majority interest in Alcon, Inc. and our proposed merger with Alcon.

        On August 25, 2010, we completed our acquisition of Nestlé's remaining 52% majority stake in Alcon. This acquisition, on top of the 25% stake in Alcon which we had previously purchased from Nestlé, resulted in our becoming the 77% majority shareholder of Alcon. Afterwards, on December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis.

        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions. If the merger is delayed, the timing and/or realization of the anticipated benefits and cost savings from fully integrating the businesses of Novartis and Alcon will be adversely affected, with the delay making it more difficult to maintain business and operational relationships, and relationships with key employees. Once the merger with Alcon is approved and completed, its success will depend, in part, on the combined company's ability to realize the expected benefits and cost savings and to retain and motivate its executives and key employees. See also "Item 18. Financial Statements—note 20" for information regarding pending litigation between Alcon's shareholders and Novartis.

An increasing amount of intangible assets and goodwill on our books may lead to significant impairment charges in the future.

        The amount of goodwill and other intangible assets on our consolidated balance sheet has increased significantly in recent years, primarily due to acquisitions. Although no significant additional impairments are currently anticipated, impairment testing could lead to material impairment charges in the future.

        We regularly review our long-lived intangible and tangible assets, including identifiable intangible assets, investments in associated companies and goodwill, for impairment. Goodwill, acquired research and development, and acquired development projects not yet ready for use are subject to impairment review at least annually. Other long-lived assets are reviewed for impairment when there is an indication that an impairment may have occurred. Impairment testing under IFRS may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of

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operations. In 2010, for example, we recorded an intangible asset impairment charge of $704 million after we decided not to pursue further development of Pharmaceuticals Division pipeline products albinterferon alfa-2b, Mycograb and ASA404. For a detailed discussion of how we determine whether an impairment has occurred, what factors could result in an impairment and the increasing impact of impairment charges on our results of operations, see "Item 5. Operating and Financial Review and Prospects—Item 5.A Operating Results—Critical Accounting Policies and Estimates—Impairment of Long-Lived Intangible and Tangible Assets" and "Item 18. Financial Statements—note 11."

Our indebtedness could adversely affect our operations.

        As of December 31, 2010 we had $14.4 billion of non-current financial debt and $8.6 billion of current financial debt. Our current and future debt requires us to dedicate a portion of our cash flow to service interest and principal payments and may limit our ability to engage in other transactions and otherwise places us at a competitive disadvantage to our competitors that have less debt. We may have difficulty refinancing our existing debt or incurring new debt on terms that we would consider to be commercially reasonable, if at all.

Our reliance on third parties for the performance of key business functions heightens the risks faced by our businesses.

        We invest a significant amount of effort and financial resources into outsourcing and offshoring certain key business functions with third parties, including research and development collaborations, manufacturing operations, warehousing, distribution activities, certain finance functions, marketing activities, data management and others. We do not control the third parties to whom we outsource these functions, but we depend on them to achieve results which may be significant to us. If these third parties fail to meet our expectations, we may lose our investment in the collaborations and fail to receive the expected benefits. In addition, should any of these third parties fail to comply with the law in the course of their performance of services for us, there is a risk that we could be held responsible for such violations of law, as well. Any such failures by third parties could have a material adverse effect on our business, financial condition or results of operations.

        In particular, in many countries, including many less-developed markets, we rely heavily on third party distributors and other agents for the marketing and distribution of our products. Many of these third parties do not have internal compliance resources comparable to those within our organization. Some of these countries are plagued by corruption. If our efforts to screen our third party agents and detect cases of potential misconduct fail, we could be held responsible for the noncompliance of these third parties with applicable laws and regulations, which may have a material adverse effect on our reputation and our business, financial condition or results of operations.

We may not be able to realize the expected benefits of our significant investments in emerging growth markets.

        At a time of slowing growth in sales of pharmaceuticals in industrialized countries, many emerging markets have experienced comparatively strong economies, leading to proportionally higher growth and an increasing contribution to the industry's global performance. In 2010, we generated $4.6 billion, or approximately 10% (2009: 9%) of net sales (excluding Alcon) from our six priority emerging markets—Brazil, China, India, Russia, South Korea and Turkey—as compared with $30.8 billion, or approximately 64% (2009: 65%) of our net sales, in the world's seven largest developed markets. However, combined net sales in the six priority emerging markets grew 12% in constant currency in 2010, compared to 8% sales growth in constant currency in the seven largest developed markets during the same period. As a result of this trend, we have been taking steps to increase our presence in these priority emerging markets and in other emerging markets. For example, we continue to expand a cross-divisional operating structure to accelerate growth in smaller emerging markets and better position the comprehensive presence of all

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Novartis products in these markets. These types of markets include Northern and Sub-Saharan Africa, Central Asia and some countries in Southeast Asia.

        There is no guarantee that our efforts to expand our sales in these countries will succeed, or that these countries will continue to experience growth rates in excess of the world's largest markets. Some emerging countries may be especially vulnerable to the after-effects of the recent global financial crisis, or may have very limited resources to spend on healthcare. See "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" below. Many of these countries have a relatively limited number of persons with the skills and training suitable for employment at an enterprise such as ours. See also "—An inability to attract and retain qualified personnel could adversely affect our business" below. In other emerging countries, we may be required to rely on third-party agents, which may put us at risk of liability. See also "—Legal proceedings may have a significant negative effect on our results of operations" above. In addition, many of these countries have currencies that fluctuate substantially. If currencies devalue and we cannot offset the devaluations with price increases, our products may become less profitable.

        For all these reasons, our sales to emerging growth markets carry significant risks. A failure to continue to expand our business in emerging growth markets could have a material adverse effect on our business, financial condition or results of operations.

Failure to obtain marketing exclusivity periods for new generic products, or to develop differentiated products, as well as intense competition from branded pharmaceuticals companies, may have an adverse effect on the success of our Sandoz Division.

        Our Sandoz Division achieves significant revenue opportunities when it secures and maintains exclusivity periods granted for generic products in certain markets—particularly the 180-day exclusivity period granted in the US by the Hatch-Waxman Act—and when it is able to develop differentiated products with few, if any, generic competitors. Failure to obtain and maintain these market opportunities could have an adverse effect on the success of Sandoz. In addition, the division faces intense competition from branded pharmaceuticals companies, which commonly take aggressive steps to limit the availability of exclusivity periods or to reduce their value. These activities may increase the costs and risks associated with our efforts to introduce generic products and may delay or entirely prevent their introduction.

If any of numerous key assumptions and estimates in calculating our pension plan obligations turn out to be different from our actual experience, we may be required to increase substantially our contributions to pension plans as well as our pension-related costs in the future.

        We sponsor pension and other post-employment benefit plans in various forms. These plans cover a significant portion of our current and former associates. We are required to make significant assumptions and estimates about future events in calculating the present value of expected future expense and liability related to these plans. These include assumptions about discount rates we apply to estimated future liabilities, expected returns on plan assets and rates of future compensation increases. In addition, our actuarial consultants provide our management with historical statistical information such as withdrawal and mortality rates in connection with these estimates. Assumptions and estimates used by Novartis may differ materially from the actual results we experience due to changing market and economic conditions (including the effects of the recent global economic and debt crisis, which, to date, have resulted in extremely low interest rates), higher or lower withdrawal rates, or longer or shorter life spans of participants, among other variables. For example, a decrease in the discount rate we apply in determining the present value of expected future obligations of one-half of one percent would have increased our year-end defined benefit obligation by $1.1 billion. Any differences between our assumptions and estimates and our actual experience could have a material effect on our results of operations and financial condition. For more information on obligations under retirement and other post-employment benefit plans and underlying actuarial assumptions, see "Item 5. Operating and Financial Review and Prospects—

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Item 5.A Operating Results—Critical Accounting Policies and Estimates—Retirement and other post-employment plans" and "Item 18. Financial Statements—note 25". See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

Changes in tax laws or their application could adversely affect our results of operations.

        The integrated nature of our worldwide operations enables us to reduce the effective tax rate on our earnings because a portion of our earnings are taxed at more favorable rates in some jurisdictions. Changes in tax laws or their application with respect to matters such as transfer pricing, intercompany dividends, controlled corporations, and limitations on tax relief allowed on the interest on intercompany debt, could increase our effective tax rate and adversely affect our financial results.

Our OTC Business Unit faces adverse impacts from increased competition, as well as potential questions of safety and efficacy.

        The OTC Business Unit of our Consumer Health Division sells over-the-counter medicines, many of which contain ingredients also sold by competitors in the OTC industry. Particularly in the US, our branded OTC products compete against "store brand" products that are made with the same active ingredients as ours. These products do not carry our trusted brand names, but they also do not carry the burden of the expensive advertising and marketing that helped to establish demand for the product. As a result, the store brand products may be sold at lower prices. In recent years, consumers have increasingly begun to purchase store brand OTC products instead of branded products. In addition, in recent years, significant questions have arisen regarding the safety, efficacy and potential for misuse of certain products sold by our OTC Business Unit and its competitors. As a result, health authorities around the world have begun to re-evaluate some important over-the-counter products, leading to restrictions on the sale of some of them and even the banning of certain products. For example, in 2010, the FDA undertook a review of one cough medicine ingredient to consider whether over-the-counter sales of the ingredient remained appropriate. While FDA has not, to date, changed the ingredient's status, further regulatory or legislative action may follow, and litigation has often followed actions such as these, particularly in the US. Additional actions and litigation regarding OTC products are possible in the future. These trends have had, and may continue to have, a significant adverse effect on the success of our OTC Business Unit. See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

Ongoing consolidation among our distributors may increase both the purchasing leverage of key customers and the concentration of credit risk.

        Increasingly, a significant portion of our global sales are made to a relatively small number of US drug wholesalers, retail chains and other purchasing organizations. For example, our three most important customers globally are all in the US, and accounted for approximately 8%, 8% and 7%, respectively, of Group net sales in 2010. The largest trade receivables outstanding were for these three customers, amounting to 9%, 5% and 6%, respectively, of the Group's trade receivables at December 31, 2010. The trend has been toward further consolidation among our distributors, especially in the US. As a result, our distributors are gaining additional purchasing leverage, which increases the pricing pressures facing our businesses. Moreover, we are exposed to a concentration of credit risk as a result of this concentration among our customers. If one or more of our major customers experienced financial difficulties, the effect on us would be substantially greater than in the past. This could have a material adverse effect on our business, financial condition and results of operations.

An inability to attract and retain qualified personnel could adversely affect our business.

        We highly depend upon skilled personnel in key parts of our organization, and we invest heavily in recruiting and training qualified individuals. The loss of the service of key members of our organization—

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particularly senior members of our scientific and management teams—could delay or prevent the achievement of major business objectives. In addition, the success of our research and development activities is particularly dependent on our ability to attract and retain sufficient numbers of high-quality researchers and development specialists.

        Future economic growth will demand more talented associates and leaders, yet the market for talent will become increasingly competitive. Shifting demographic trends will result in fewer students, fewer graduates and fewer people entering the workforce in the Western world in the next 10 years. The supply of talent for key functional and leadership positions is decreasing, and a talent gap is clearly visible for some professions and geographies—engineers in Germany, for example. Recruitment is increasingly regional or global in specialized fields such as clinical development, biosciences, chemistry and information technology.

        Emerging markets are expected to be a driving force in global growth, but in countries like Russia and China there is a limited pool of executives with the training and international experience needed to work successfully in a global organization like Novartis. Moreover, younger generations around the world have changing expectations toward careers, engagement and the integration of work in their overall lifestyles. Geographic mobility is expected to decrease, and talent in emerging countries anticipate ample career opportunities closer to home than in the past.

        We face intense competition for an increasingly limited pool of qualified individuals from numerous pharmaceutical and biotechnology companies, universities, governmental entities and other research institutions. As a result, we may be unable to attract and retain qualified individuals in sufficient numbers, which would have an adverse effect on our business, financial condition and results of operations.

Environmental liabilities may adversely impact our results of operations.

        The environmental laws of various jurisdictions impose actual and potential obligations on us to remediate contaminated sites. While we have set aside substantial provisions for worldwide environmental liabilities, there is no guarantee that additional costs will not be incurred beyond the amounts for which we have provided in the Group consolidated financial statements. If we are required to further increase our provisions for environmental liabilities in the future, or if we fail to properly manage environmental risks, this could have a material adverse effect on our business, financial condition and results of operations. For more detail regarding environmental matters, see "Item 4.D Property, Plants and Equipment—Environmental Matters" and "Item 18. Financial Statements—note 20."

Foreign exchange fluctuations may adversely affect our earnings and the value of some of our assets.

        In the past year, the US dollar, our reporting currency, has suffered significant decreases in value against other world currencies. Because a significant portion of our earnings and expenditures are in currencies other than the US dollar, these decreases have had a significant impact on our reported net sales and earnings. In 2010, 36% of our net sales were made in US dollars, 29% in euros, 8% in Japanese yen, 2% in Swiss francs and 25% in other currencies. During the same period, 34% of our expenses arose in US dollars, 27% in euros, 13% in Swiss francs, 4% in Japanese yen and 22% in other currencies. As has happened in the recent past, changes in exchange rates between the US dollar and other currencies can result in increases or decreases in our sales, costs and earnings. Fluctuations in exchange rates between the US dollar and other currencies may also affect the reported value of our assets measured in US dollars and the components of shareholders' equity. For more information on the effects of currency fluctuations on our consolidated financial statements and on how we manage currency risk, see "Item 5.A Operating Results—Effects of Currency Fluctuations" and "Item 11. Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk." See also "—The after-effects of the recent economic and financial crisis may have a material adverse effect on our results" above.

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Significant disruptions of information technology systems or breaches of data security could adversely affect our business.

        Our business is increasingly dependent on critical, complex and interdependent information technology systems, including Internet-based systems, to support business processes as well as internal and external communications. The size and complexity of our computer systems make them potentially vulnerable to breakdown, malicious intrusion and computer viruses which may result in the impairment of production and key business processes.

        In addition, our systems are potentially vulnerable to data security breaches—whether by employees or others—which may expose sensitive data to unauthorized persons. Such data security breaches could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others.

        Such disruptions and breaches of security could have a material adverse effect on our business, financial condition and results of operations.

Increasing use of social media could give rise to liability or breaches of data security.

        Novartis and our associates are increasingly relying on social media tools as a means of communications. To the extent that we seek as a company to use these tools as a means to communicate about our products or about the diseases our products are intended to treat, there are significant uncertainties as to either the rules that apply to such communications, or as to the interpretations that health authorities will apply to the rules that exist. As a result, despite our efforts to comply with applicable rules, there is a significant risk that our use of social media for such purposes may cause us to nonetheless be found in violation of them. In addition, because of the universal availability of social media tools, our associates may make use of them in ways that may not be sanctioned by the company, and which may give rise to liability, or which could lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal information (including sensitive personal information) of our employees, clinical trial patients, customers and others. In either case, such uses of social media could have a material adverse effect on our business, financial condition and results of operations.

Earthquakes could adversely affect our business.

        Our corporate headquarters, the headquarters of our Pharmaceuticals and Consumer Health Divisions, and certain of our major Pharmaceuticals Division production facilities are located near earthquake fault lines in Basel, Switzerland. In addition, other major facilities of our Pharmaceuticals, Vaccines and Diagnostics, Sandoz and Consumer Health Divisions are located near major earthquake fault lines in various locations around the world. In the event of a major earthquake, we could experience business interruptions, destruction of facilities and loss of life, all of which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related To Our ADSs

The price of our ADSs and the US dollar value of any dividends may be negatively affected by fluctuations in the US dollar/Swiss franc exchange rate.

        Our American Depositary Shares (ADSs) trade on the New York Stock Exchange (NYSE) in US dollars. Since the shares underlying the ADSs are listed in Switzerland on the SIX Swiss Exchange (SIX) and trade in Swiss francs, the value of the ADSs may be affected by fluctuations in the US dollar/Swiss franc exchange rate. 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 price at

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which our ADSs trade may—and 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 SIX. 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 is effective with respect to such rights and the related shares, or an exemption from this registration requirement is available. In deciding whether to file such a registration statement, we would evaluate the related costs and potential liabilities, as well as the benefits of enabling the exercise by ADS holders of the preemptive rights associated with the shares underlying their ADSs. We cannot guarantee that a 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 the holder's preemptive rights and distribute the net proceeds of the sale to the holder. If the depositary determines, in its discretion, that the 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 allowed rights to lapse, holders of ADSs would not realize any value from the granting of preemptive rights.

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Item 4.    Information on the Company


4.A History and Development of Novartis

Novartis AG

        Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite duration. On December 20, 1996, our predecessor companies, Ciba-Geigy and Sandoz, merged into this new entity, creating Novartis. We are domiciled in and governed by the laws of Switzerland. Our registered office is located at the following address:

        The Novartis Group is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products led by innovative pharmaceuticals. Novartis AG, our Swiss holding company, owns, directly or indirectly, 100% of most significant operating companies, with the particular exception of Alcon, Inc. and its subsidiaries, which are currently majority owned. For a list of our significant operating subsidiaries, see "Item 18. Financial Statements—note 31."


Important Corporate Developments 2008-January 2011

        The following is an overview of certain important developments between 2008 and January 2011:

2011    

January

 

Novartis announces agreement to acquire Genoptix, Inc. in an all cash tender offer at $25.00 per share. This represents a total equity value of $470 million and an enterprise value of $330 million. Genoptix laboratory service offerings would provide a strategic fit with the portfolio of our Molecular Diagnostics unit and would complement our internal capabilities aimed at improving health outcomes by advancing individualized treatment programs.

2010

 

 

December

 

Novartis announces $500 million investment over the next five years in healthcare in Russia, including for the construction of a new Novartis manufacturing plant in St. Petersburg, and the expansion of research and development collaborations and public health alliances.

 

 

Novartis announces that it has entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis focused on eye care. Novartis also announced the reactivation of its share buyback program.

November

 

Novartis discontinues development of ASA404 for non-small cell lung cancer, resulting in an intangible asset impairment charge of approximately $120 million.

October

 

Novartis discontinues development of two investigational compounds: albinterferon alfa-2b for hepatitis C and Mycograb for invasive candidiasis, resulting in impairment and other charges of approx $584 million.

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September   Novartis Pharmaceuticals Corporation (NPC), a US subsidiary of Novartis AG, agrees to settle civil and criminal investigations by the US Government regarding Trileptal and five other products. As part of the settlement, NPC agreed to plead guilty to one misdemeanor, and to pay criminal fines and civil penalties totaling $422.5 million. NPC also entered into a five-year Corporate Integrity Agreement, which will require it to implement additional compliance-related measures.

 

 

Novartis sells US rights to the overactive bladder treatment Enablex for $400 million in cash from Warner Chilcott.

August

 

Novartis completes 77% majority ownership of Alcon adding new growth platform in eye care to its leading healthcare portfolio.

July

 

NPC agrees to settle gender discrimination claims associated with class action brought on behalf of female members of sales force for payment of $152.5 million to eligible class members, and commitment to implement comprehensive programs designed to ensure that all members of its sales force are treated fairly. The court approved the settlement in November.

April

 

Sandoz announces the acquisition of Oriel Therapeutics. The sale closed in June, gaining rights to a portfolio of respiratory products targeting asthma and COPD.

March

 

Novartis successfully completes a $5.0 billion bond market transaction in three tranches.

February

 

Novartis gains exclusive rights to DEB025, an antiviral agent in Phase IIb development as potential first-in-class hepatitis C therapy.

January

 

Novartis announces its intention to gain full ownership of Alcon by first completing the April 2008 agreement with Nestlé S.A. to acquire a 77% majority stake in Alcon, and subsequently entering into an all-share direct merger with Alcon for the remaining 23% minority stake.


2009


 


 

December

 

Novartis enters into an agreement to acquire Corthera Inc. for $120 million plus potential milestone payments related to the successful development and commercialization of relaxin, a potential treatment for acute decompensated heart failure. The acquisition was completed in February 2010.

 

 

Novartis licenses to Prometheus Laboratories the rights to sell Proleukin in the US, commencing in February 2010. Novartis retains the right to sell Proleukin outside of the US.

November

 

Novartis announces $1 billion investment over the next five years to significantly expand the China Novartis Institutes for BioMedical Research so that it would become the largest pharmaceutical research and development institute in China, and the third largest Novartis research institute worldwide.

 

 

Novartis enters into agreement to acquire 85% stake in Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd., which offers marketed vaccine products in China and research and development projects focused on viral and bacterial diseases, for $125 million.

 

 

Novartis opens large-scale flu cell culture vaccine and adjuvant manufacturing facility in Holly Springs, North Carolina, in partnership with US Department of Health and Human Services, Biomedical Research and Development Authority.

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    Novartis announces agreement to obtain rights outside the US to INC424, a promising Janus kinase inhibitor in Phase III development as well as worldwide rights to potential c-Met inhibitor compound, from Incyte Corporation for a combined upfront payment of $150 million as well as an immediate $60 million milestone payment and rights to potential future milestone payments and royalties based on future sales.

October

 

Novartis gains exclusive worldwide rights to PTK796, a potential first-in-class IV and oral broad-spectrum antibiotic in Phase III development, from Paratek Pharmaceuticals for upfront payment and eligibility for future milestone payments as well as royalties based on future sales.

 

 

Novartis enters into agreement for exclusive US and Canadian rights to Fanapt, an FDA-approved oral therapy for schizophrenia, with Vanda Pharmaceuticals Inc. for an upfront payment of $200 million, eligibility for additional milestone payments and sales royalties.

June

 

Novartis completes an open offer to acquire an additional stake in its majority-owned Indian subsidiary, Novartis India Ltd., increasing its holding to nearly 76.4% from the previous level of 50.9%. The transaction represented a total value of approximately $80 million.

 

 

Novartis successfully launches a EUR 1.5 billion notes issue.

May

 

Novartis signs definitive agreement to acquire for EUR 925 million ($1.3 billion) the specialty generic injectables business of EBEWE Pharma, providing Sandoz—the Group's generics division—an opportunity to create a global platform for growth while improving access for patients to many generic oncology medicines. The transaction closed in September.

February

 

Novartis gains worldwide rights to elinogrel (PRT128), a Phase II anti-clotting compound with potential to reduce risk of heart attack and stroke, from Portola Pharmaceuticals Inc. for an upfront payment of $75 million and rights to future milestone payments and royalties based on future sales.

 

 

Novartis successfully completes a $5.0 billion debt offering in the US.


2008


 


 

October

 

Novartis enters into an agreement to acquire the pulmonary business unit of Nektar Therapeutics for $115 million. The transaction closed in December.

July

 

Novartis acquires majority ownership in Speedel, a Swiss-based pharmaceuticals company, and commits to acquire all remaining shares in a mandatory public tender offer (completed in September 2008), with total costs estimated at approximately $888 million.

 

 

Novartis enters into a strategic partnership with Lonza, a Swiss pharmaceuticals manufacturing company, to accelerate growth of its biologic pharmaceuticals pipeline.

June

 

Novartis gains rights to PTZ601, a promising hospital antibiotic in clinical development, through the full acquisition of Protez Pharmaceuticals for $102 million in total and potential future payments of an additional $300 million.

 

 

Two Swiss franc bonds are successfully issued totaling CHF 1.5 billion.

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April   Novartis strengthens its healthcare portfolio through an agreement with Nestlé S.A. under which Novartis obtained the right to acquire majority ownership in Alcon Inc., the world leader in eye care, including pharmaceutical, surgical and consumer products, in two steps. In the first step, completed in July 2008, Novartis acquired a 25% stake in Alcon from Nestlé for $10.4 billion. The optional second step provides Novartis the right to buy, and Nestlé the right to sell, the remaining 52% stake in Alcon held by Nestlé between January 2010 and July 2011 for up to approximately $28 billion.

        For information on our principal expenditures on property, plants and equipment, see "Item 4. Information on the Company—4.D Property, Plants & Equipment." For information on our significant investments in research and development, see the sections headed "Research and Development" included in the descriptions of our four operating divisions under "Item 4. Information on the Company—4.B Business Overview."


4.B Business Overview

OVERVIEW

        Novartis provides healthcare solutions that address the evolving needs of patients and societies worldwide. Our broad portfolio includes innovative medicines, preventive vaccines and diagnostic tools, generic pharmaceuticals and consumer health products. Novartis is the only company to have leadership positions in each of these areas.

        The Group's wholly-owned businesses are organized in four global operating divisions:

        In addition, the Group's healthcare portfolio is complemented by 77% ownership of Alcon, Inc, which discovers and develops innovative eye care products to improve the quality of life by helping people see better.

        Our strategy is to strengthen our healthcare portfolio through sustained investments in innovation, as well as through targeted acquisitions. In April 2008, we announced a significant agreement with Nestlé S.A. providing the right to acquire 77% majority ownership of Alcon in two steps and add this world leader in eye care to our portfolio. In July 2008, the first step was completed when Novartis acquired a 25% stake in Alcon for $10.4 billion in cash. The second step was subsequently completed on August 25, 2010 when we acquired Nestle's 52% majority stake for $28.3 billion in cash. Afterwards, on December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis and enable Alcon to become a new division of Novartis focused on eye care. Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a Contingent Value Amount (CVA) to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

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        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions. Following the expected successful completion of the merger, Alcon is planned to be established as a new Novartis division that will include CIBA Vision and selected ophthalmic medicines.

        Novartis achieved net sales of $50.6 billion in 2010, while net income amounted to $10.0 billion. We invested $9.1 billion ($8.1 billion excluding impairment and amortization charges) in Research & Development in 2010.

        Headquartered in Basel, Switzerland, we employed 119,418 full-time equivalent associates, including 16,700 Alcon associates, as of December 31, 2010, and have operations in approximately 140 countries around the world.


Pharmaceuticals Division

        Our Pharmaceuticals Division researches, develops, manufactures, distributes and sells branded prescription medicines in the following therapeutic areas: Cardiovascular and Metabolism; Oncology; Neuroscience and Ophthalmics; Respiratory; Integrated Hospital Care; and Other additional products. The Pharmaceuticals Division is organized into global business franchises responsible for the development and marketing of various products, as well as a business unit called Novartis Oncology, responsible for the global development and marketing of oncology products. In 2010, the Pharmaceuticals Division accounted for $30.6 billion, or 60%, of Group net sales, and for $8.8 billion, or 72%, of Group operating income (excluding Corporate income and expense, net).


Vaccines and Diagnostics Division

        Our Vaccines and Diagnostics Division researches, develops, manufactures, distributes and sells preventive vaccines and diagnostic tools. Novartis Vaccines is a leading global developer and manufacturer of human vaccines. Key products include influenza, meningococcal, pediatric and travel vaccines. Novartis Diagnostics is a blood testing and molecular diagnostics business dedicated to preventing the spread of infectious diseases through novel blood-screening tools that protect the world's blood supply. In 2010, the Vaccines and Diagnostics Division accounted for $2.9 billion, or 6%, of Group net sales, and provided $612 million, or 5%, of the Group's operating income (excluding Corporate income and expense, net).


Sandoz Division

        Our Sandoz Division is a leading global generic pharmaceuticals company that develops, manufactures, distributes and sells prescription medicines, as well as pharmaceutical and biotechnological active substances, which are not protected by valid and enforceable third-party patents. The Sandoz Division has activities in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables. In Retail Generics, Sandoz develops, manufactures, distributes and sells active ingredients and finished dosage forms of medicines, as well as supplying active ingredients to third parties. In Anti-Infectives, Sandoz develops, manufactures, distributes and sells active pharmaceutical ingredients and intermediates, mainly antibiotics, for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures, distributes and sells protein- or biotechnology-based products (known as "biosimilars" or follow-on biologics) and sells biotech manufacturing services to other companies. In Oncology Injectables, Sandoz develops, manufactures, distributes and sells cytotoxic products for the hospital market. Sandoz offers approximately 1,000 compounds in more than 130 countries. In 2010, Sandoz accounted for $8.5 billion, or 17%, of Group net sales, and for $1.3 billion, or 10%, of Group operating income (excluding Corporate income and expense, net).

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Consumer Health Division

        Our Consumer Health Division consists of three business units: OTC (over-the-counter medicines), Animal Health and CIBA Vision. Each has its own research, development, manufacturing, distribution and selling capabilities. However, none are material enough to the Group to be separately disclosed as a segment. OTC offers readily available consumer medicine. Animal Health provides veterinary products for farm and companion animals. CIBA Vision markets contact lenses and lens care products. In 2010, the Consumer Health Division accounted for $6.2 billion, or 12%, of Group net sales, and for $1.2 billion, or 10%, of Group operating income (excluding Corporate income and expense, net).


Alcon, Inc

        Alcon, Inc. is an independent corporation listed on the New York Stock Exchange (NYSE: ACL), which discovers and develops innovative eye care products to improve the quality of life by helping people see better. Since our acquisition of Nestlé's remaining 52% share in Alcon on August 25, 2010, Novartis has been the 77% majority owner of Alcon. With the achievement of the 77% majority ownership, Novartis and Alcon have sought to create greater value together for all stakeholders through collaborations that would benefit both companies. On December 15, 2010, Novartis announced that it had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings, and other customary closing conditions. Since the achievement of the 77% majority ownership, and until a 100% merger is completed, all collaborations between the companies are within the framework of arm's length transactions. In 2010, Alcon (consolidated since August 25, 2010) accounted for $2.4 billion, or 5%, of Group net sales, and for $323 million, or 3%, of Group operating income (excluding Corporate income and expense, net). For more information about Alcon see Alcon's 20-F at Item 4.B.


PHARMACEUTICALS

Overview

        Our Pharmaceuticals Division is a world leader in offering innovation-driven, patent-protected medicines to patients and physicians.

        The Pharmaceuticals Division researches, develops, manufactures, distributes and sells branded pharmaceuticals in the following therapeutic areas:

        The Pharmaceuticals Division is organized into global business franchises responsible for the marketing of various products as well as a business unit called Novartis Oncology responsible for the global development and marketing of oncology products. The Pharmaceuticals Division is the largest contributor among the four divisions of Novartis and reported consolidated net sales of $30.6 billion in 2010, which represented 60% of the Group's net sales.

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        The division is made up of approximately 80 affiliated companies which together employed 58,424 full-time equivalent associates as of December 31, 2010, and sell products in approximately 140 countries. The product portfolio of the Pharmaceuticals Division includes more than 60 key marketed products, many of which are leaders in their respective therapeutic areas. In addition, the division's portfolio of development projects includes 147 potential new products, and new indications or new formulations for existing products in various stages of clinical development.


Pharmaceuticals Division Products

        The following table and summaries describe certain key marketed products and recently launched products in our Pharmaceuticals Division. While we intend to sell all of our marketed products throughout the world, not all products and indications are currently available in every country. Compounds and new indications in development are subject to required regulatory approvals and, in certain instances, contractual limitations. These compounds and indications are in various stages of development throughout the world. For some compounds, the development process is ahead in the US; for others, development in one or more other countries or regions is ahead of that in 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 in every country, or at all. In addition, for some of our products, we are required to conduct post-approval studies (Phase IV) to evaluate long-term effects or to gather information on the use of the products under special conditions. See "—Regulation" for further information on the approval process. Certain of the products listed below have lost patent protection or are otherwise subject to generic competition. Others are subject to patent challenges by potential generic competitors. See below and "—Intellectual Property" for further information on the patent status of our Pharmaceuticals Division's products.

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Key Marketed Products

 
Therapeutic area
  Product   Common name   Indication(1)   Formulation
Cardiovascular and Metabolism   Amturnide   Aliskiren, amlodipine besylate and hydrochlorothiazide   Hypertension   Tablet
     
    Diovan   valsartan   Hypertension
Heart failure
Post-myocardial infarction
  Capsule
Tablet
     
    Diovan HCT/
Co-Diovan
  valsartan and hydrochlorothiazide   Hypertension   Tablet
     
    Eucreas   vildagliptin and metformin   Type 2 diabetes   Tablet
     
    Exforge   valsartan and amlodipine besylate   Hypertension   Tablet
     
    Exforge HCT   valsartan, amlodipine besylate and hydrochlorothiazide   Hypertension   Tablet
     
    Galvus   vildagliptin   Type 2 diabetes   Tablet
     
    Lescol/
Lescol XL
  fluvastatin sodium   Hypercholesterolemia and mixed dyslipidemia in adults
Secondary prevention of major adverse cardiac events
Slowing the progression of atherosclerosis
Heterozygous familial hypercholesterolemia in children and adolescents
  Capsule
Tablet
     
    Lotensin/
Cibacen
  benazepril hydrochloride   Hypertension
Adjunct therapy in congestive heart failure
Progressive chronic renal insufficiency
  Tablet
     
    Lotensin
HCT/
Cibadrex
  benazepril hydrochloride and hydrochlorothiazide   Hypertension   Tablet
     
    Lotrel   amlodipine besylate and benazepril hydrochloride   Hypertension   Capsule
     
    Starlix   nateglinide   Type 2 diabetes   Tablet
     
    Tekturna/Rasilez   aliskiren   Hypertension   Tablet
     
    Tekturna HCT/Rasilez HCT   aliskiren and hydrochlorothiazide   Hypertension   Tablet
     
    Tekamlo   aliskiren and amlodipine besylate   Hypertension   Tablet
     
    Valturna   aliskiren and valsartan   Hypertension   Tablet
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Oncology   Afinitor   everolimus   Advanced renal cell carcinoma after failure of treatment with VEGF-targeted therapy
SEGA associated with tuberous sclerosis
  Tablet
     
    Exjade   deferasirox   Chronic iron overload due to blood transfusions   Dispersible tablet for oral suspension
     
    Femara   letrozole   Hormone receptor positive early breast cancer in postmenopausal women following surgery (upfront adjuvant therapy)
Early breast cancer in post-menopausal women following standard tamoxifen therapy (extended adjuvant therapy)
Advanced breast cancer in post-menopausal women (both as first- and second-line therapies)
  Tablet
     
    Gleevec/
Glivec
  imatinib mesylate/imatinib   Certain forms of chronic myeloid leukemia
Certain forms of gastrointestinal stromal tumors
Certain forms of acute lymphoblastic leukemia
Dermatofibrosarcoma protuberans
Hypereosinophilic syndrome
Aggressive systemic mastocytosis
Myelodysplastic/myeloproliferative diseases
  Tablet
     
    Proleukin   aldesleukin   Metastatic renal cell carcinoma
Metastatic melanoma
  Lyophilized powder for IV infusion upon reconstitution and dilution
     
    Sandostatin
LAR &
Sandostatin
SC
  octreotide acetate for injectable suspension & octreotide acetate   Acromegaly
Symptom control for certain forms of neuroendocrine tumors
  Vial
Ampoule/pre-filled syringe
     
    Tasigna   nilotinib   Certain forms of chronic myeloid leukemia in patients resistant or intolerant to prior treatment including Gleevec/Glivec
First line CML
  Capsule
     
    Zometa   zoledronic acid   Skeletal-related events from bone metastases (cancer that has spread to the bones) hypercalcemia of malignancy   Vial
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Neuroscience and Ophthalmics   Clozaril/
Leponex
  clozapine   Treatment-resistant schizophrenia
Prevention and treatment of recurrent suicidal behavior in patients with schizophrenia and psychotic disorders
  Tablet
     
    Comtan   entacapone   Parkinson's disease   Tablet
     
    Exelon & Exelon Patch   rivastigmine tartrate & rivastigmine transdermal system   Alzheimer's disease
Dementia associated with Parkinson's disease
  Capsule
Oral solution
Transdermal patch
     
    Extavia   interferon beta-1b   Relapsing forms of multiple sclerosis   Subcutaneous injection
     
    Fanapt   iloperidone   Schizophrenia   Tablet
     
    Focalin & Focalin XR   dexmethylphenidate HCl & dexmethylphenidate extended release   Attention deficit hyperactivity disorder   Tablet
Capsule
     
    Gilenya   fingolimod   Relapsing forms of multiple sclerosis   Capsule
     
    Lucentis   ranibizumab   Wet age-related macular degeneration
Visual impairment due to diabetic macular edema
  Intravitreal injection
     
    Ritalin & Ritalin LA   methylphenidate HCl & methylphenidate HCl modified release   Attention deficit hyperactivity disorder and narcolepsy
Attention deficit hyperactivity disorder
  Tablet
Capsule
     
    Stalevo   carbidopa, levodopa and entacapone   Parkinson's disease   Tablet
     
    Tegretol   carbamazepine   Epilepsy
Pain associated with trigeminal neuralgia
Acute mania and bipolar affective disorders
  Tablet
Chewable tablet
Oral suspension
Suppository
     
    Trileptal   oxcarbazepine   Epilepsy   Tablet
Oral suspension
     
    Visudyne   verteporfin   Wet age-related macular degeneration
Pathological myopia
Ocular histoplasmosis
  Vial, intravenous infusion activated by non-thermal laser light
     
    Zaditor/
Zaditen
  ketotifen   Allergic conjunctivitis   Eye drops
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Respiratory   Foradil   formoterol   Asthma
Chronic obstructive pulmonary disease
  Aerolizer (capsules)
Aerosol
     
    Onbrez Breezhaler   indacaterol   Chronic obstructive pulmonary disease   Onbrez Breezhaler inhaler (powder in hard capsules for inhalation)
     
    Tobi   tobramycin   Pseudomonas aeruginosa infection in cystic fibrosis   Inhalation solution
     
    Xolair   omalizumab   Allergic asthma   Lyophilized powder for reconstitution as subcutaneous injection
 
Integrated Hospital Care   Cubicin   daptomycin   Complicated skin and soft tissue infections (cSSTI)
Right-sided endocarditis (RIE) due to Staphylococcus aureus
Staphylococcus aureus bacteremia when associated with RIE or cSSTI
  Powder for solution, injection or infusion
     
    Ilaris   canakinumab   Cryopyrin-associated periodic syndrome (CAPS)   Lyophilized powder for reconstitution for subcutaneous injection
     
    Myfortic   mycophenolic acid/mycophenolate sodium, USP   Prevention of graft rejection following kidney transplantation   Tablet
     
    Neoral/Sandimmune   cyclosporine, USP Modified   Prevention of rejection following certain organ transplantation
Non-transplantation autoimmune conditions such as severe psoriasis and severe rheumatoid arthritis
  Capsule
Oral solution
     
    Reclast/
Aclasta
  zoledronic acid/zoledronic acid 5 mg   Treatment of osteoporosis in postmenopausal women to reduce the incidence of hip, vertebral and non-vertebral fractures, and to increase bone mineral density
Prevention of clinical fractures after hip fracture in men and women
Treatment of osteoporosis in men
Treatment and prevention of glucocorticoid-induced osteoporosis
Prevention of postmenopausal osteoporosis
Treatment of Paget's disease of the bone
  Intravenous infusion
     
    Simulect   basiliximab   Prevention of acute organ rejection in de novo renal transplantation   Vial for injection or infusion
     
    Tyzeka/Sebivo   telbivudine   Chronic hepatitis B   Tablet
Oral solution
     
    Zortress/Certican   everolimus   Prevention of organ rejection (heart and kidney)   Tablet
Dispersible tablet for oral suspension
 
(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
Other   Coartem/
Riamet
  artemether and lumefantrine   Plasmodium falciparum malaria or mixed infections that include Plasmodium falciparum
Standby emergency malaria treatment
  Tablet
Dispersible tablet for oral suspension
     
    Combipatch/
Estalis/Estalis Sequi
  estradiol hemihydrate and norethisterone acetate   Treatment of symptoms of estrogen deficiency in postmenopausal women with an intact uterus
Prevention of osteoporosis in postmenopausal women with an intact uterus
  Transdermal patch
     
    Elidel   pimecrolimus   Atopic dermatitis (eczema)   Cream
     
    Estraderm
TTS/
Estraderm
MX
  estradiol hemihydrate   Treatment of signs and symptoms of estrogen deficiency due to menopause
Prevention of accelerated postmenopausal bone loss
  Transdermal patch
     
    Estragest
TTS
Sequidot
  estradiol hemihydrate and norethisterone acetate   Treatment of symptoms of estrogen deficiency in postmenopausal women with an intact uterus
Prevention of postmenopausal osteoporosis in women with an intact uterus
  Transdermal patch
     
    Emselex   darifenacin   Overactive bladder   Tablet
     
    Famvir   famciclovir   Acute herpes zoster including ophthalmic herpes zoster and decreased duration of post herpetic neuralgia
Acute treatment of first episode and recurrent genital herpes infections, and for the suppression of recurrent genital herpes
Treatment of recurrent herpes labialis (cold sores)
Indicated in immuno- compromised patients with herpes zoster or herpes simplex infections
  Tablet
     
    Lamisil   terbinafine   Fungal infection of the skin and nails caused by dermatophyte fungi Tinea capitis
Fungal infections of the skin for the treatment of tinea corporis, tinea cruris, tinea pedis and yeast infections of the skin caused by the genus Candida (e.g. Candida albicans)
  Tablet
Cream
DermGel
Solution
Spray
     
    Miacalcin/
Miacalcic
  salmon calcitonin   Osteoporosis
Bone pain associated with osteolysis and/or osteopenia
Paget's disease
Neurodystrophic disorders (synonymous with algodystrophy or Sudeck's disease)
Hypercalcemia
  Nasal spray
Ampoule & multi-dose
Vial for injection or infusion
 

(1)   Not all indications are available in all countries.

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Therapeutic area
  Product   Common name   Indication(1)   Formulation
    Vivelle Dot/
Estradot
  estradiol hemihydrate   Estrogen replacement therapy for the treatment of the symptoms of menopause
Prevention of postmenopausal osteoporosis
  Transdermal patch
     
    Voltaren/Cataflam   diclofenac sodium/potassium/resinate/free acid   Inflammatory and degenerative forms of rheumatism
Post-traumatic and post-operative pain, inflammation and swelling
Painful and/or inflammatory conditions such as migraine, ear, nose and throat, or dysmenorrhoea
  Tablet
Capsule
Oral drop
Ampoule for injection
Suppository
Gel
Powder for oral solution
Transdermal patch
 

(1)   Not all indications are available in all countries.


Selected Leading Products

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Neuroscience and Ophthalmics

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Respiratory

Integrated Hospital Care

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Other Pharmaceuticals Products

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Compounds in Development

        The traditional model of development comprises three phases, which are defined as follows:

        Novartis, while essentially using the same model as a platform, has tailored the process to be simpler, more flexible and efficient. Our development paradigm consists of two parts: Exploratory and Confirmatory development. Exploratory development consists of clinical "proof of concept" (PoC) studies which are small clinical trials (typically 5-15 patients) that combine elements of traditional Phase I/II testing. These customized trials are designed to give early insights into issues such as safety, efficacy and toxicity for a drug in a given indication. Once a positive proof of concept has been established, the drug moves to the Confirmatory development stage. Confirmatory development has elements of traditional Phase II/III testing and includes trials aimed at confirming the safety and efficacy of the drug in the given indication leading up to submission of a dossier to health authorities for approval. Like traditional Phase III testing, this stage can also include trials which compare the drug to the current standard of care for the disease, in order to evaluate the drug's overall risk/benefit profile.

        The following table and paragraph summaries provide an overview of the key projects currently in the Confirmatory development stage within our Pharmaceuticals Division, including projects seeking to develop potential uses of new molecular entities, as well as potential additional indications or new formulations for already marketed products.


Selected Development Projects

 
Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
ACZ885   canakinumab   Anti IL-1b monoclonal antibody   Gouty arthritis   Integrated Hospital Care   Subcutaneous injection   EU (registration)
US (2011/III)
             
            Systemic onset juvenile idiopathic arthritis   Integrated Hospital Care       2011/III
             
            Type 2 diabetes mellitus   Cardiovascular and Metabolism       ³ 2015/II
             
            Secondary prevention of cardiovascular events   Cardiovascular and Metabolism       ³ 2015/II
 
AEB071   sotrastaurin   Protein kinase C inhibitor   Prevention of organ rejection   Integrated Hospital Care   Oral   2014/II
             
            Psoriasis   Integrated Hospital Care       ³ 2015/II
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
AFQ056   TBD   Metabotropic glutamate receptor 5 antagonist   Fragile X syndrome   Neuroscience
And
Ophthalmics
  Oral   2012/II
             
            L-dopa induced dyskinesia in Parkinson's disease           2013/II
 
AGO178   agomelatine   MT1 and MT2 agonist and 5-HT2c antagonist   Major depressive disorder   Neuroscience
And
Ophthalmics
  Oral dispersible   2012/III
 
AIN457   secukinumab   Anti IL-17 monoclonal antibody   Arthritidies (Rheumatoid arthritis, Ankylosing Spondylitis, Psoriatic Arthritis)   Integrated Hospital Care   Lyophilized powder in vial;
Intravenous infusion, subcutaneous injection
  2013/II
             
            Psoriasis           2013/II
             
            Non-infectious uveitis   Neuroscience
And
Ophthalmics
      2013/III
 
ATI355   TBD   Anti NOGO-A mAb   Spinal cord injury   Neuroscience
And
Ophthalmics
  Intrathecal spinal infusion   ³ 2015/I
 
BAF312   TBD   Sphingosine-1-phosphate (S1P) receptor modulator   Multiple sclerosis   Neuroscience
And
Ophthalmics
  Tablet   ³ 2015/II
 
BEZ235   TBD   P13K/mTOR inhibitor   Solid tumors   Oncology   Oral   2014/I
 
BGS649   TBD   Aromatase inhibitor   Refractory endometriosis   Integrated Hospital Care   Tablet   2014/II
 
BKM120   TBD   P13K inhibitor   Solid tumors   Oncology   Oral   2014/I
 
CAD106   TBD   Beta-amyloid-protein immunotherapy   Alzheimer's disease   Neuroscience
And
Ophthalmics
  Subcutaneous,
intramuscular injection
  ³ 2015/II
 
DEB025   alisporivir   Cyclophilin inhibitor   Chronic hepatitis C   Integrated Hospital Care   Oral   2013/II
 
Elidel   pimecrolimus   Topical calcineurin inhibitor   Atopic dermatitis in infants   Other   Cream   2011/III
 
Exjade   deferasirox   Iron chelator   Non-transfusion dependent thalassemia   Oncology   Oral   2011/II
 
Gilenya   fingolimod   Sphingosine-1-phosphate (S1P) receptor modulator   Multiple sclerosis   Neuroscience
And
Ophthalmics
  Tablet   US (approved),
EU (registration)
 
HCD122   TBD   Anti-CD40 monoclonal antibody   Hematological tumors   Oncology   Intravenous   ³ 2015/I
 
INC424   ruxolitinib   Janus kinase (JAK) inhibitor   Myelofibrosis   Oncology   Oral   2011/III
             
            Polycythemia vera           2014/III
 
Joicela   lumiracoxib   Cyclooxygenase type 2 inhibitor   Osteoarthritis   Integrated Hospital Care   Oral   EU (registration)
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
LBH589   panobinostat   Histone deactelylase inhibitor   Hodgkin's lymphoma   Oncology   Oral   US (registration),
EU (2011/III)
             
            Multiple myeloma           2013/III
             
            Hematological cancers           ³ 2015/II
 
LCQ908   TBD   Diacylglycerol acyl transferase-1 inhibitor   Metabolic diseases   Cardiovascular and Metabolism   Tablet   2014/II
 
LCZ696   TBD   Angiotensin receptor- Neprilysin Inhibitor   Heart failure   Cardiovascular and Metabolism   Oral   2014/III
             
            Hypertension           2014/II
 
LDE225   TBD   Smoothened receptor/
hedgehog signaling inhibitors
  Gorlin's syndrome   Integrated Hospital Care   Cream   2012/II
             
        Oral smoothed inhibitor   Solid tumors   Oncology   Oral   2014/I
 
Lucentis   ranibizumab   Anti-VEGF monoclonal antibody fragment   Retinal vein occlusion   Neuroscience
And
Ophthalmics
  Intravitreal injection   EU (registration)
             
            Pathological myopia           2012/III
 
NIC002   TBD   Nicotine Qbeta therapeutic vaccine   Smoking cessation   Respiratory   Injection   ³ 2015/II
 
NVA237   glycopyrronium bromide   Long-acting muscarinic antagonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2011/III
 
PKC412   midostaurin   Signal transduction inhibitor   Aggressive systemic mastocytosis   Oncology   Oral   2013/II
             
            Acute myeloid leukemia           2014/III
 
PRT128   elinogrel   P2Y12 inhibitor   Acute coronary syndrome, chronic coronary heart disease   Cardiovascular and Metabolism   Intravenous infusion, oral   ³ 2015/II
 
PTK796   omadacycline   Inhibition of bacterial protein synthesis   Acute bacterial skin and skin structure infections, community-acquired bacterial pneumonia   Integrated Hospital Care   Intravenous infusion, oral   2012/III
 
QAB149   indacaterol   Long-acting beta-2 agonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   EU (approved)
US (registration)
 
QMF149   indacaterol and mometasone furoate   Long-acting beta-2 agonist and inhaled corticosteroid   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2014/II
             
            Asthma           2014/II
 
QTI571 (Glivec)   imatinib mesylate   Protein tyrosine kinase inhibitor   Pulmonary arterial hypertension   Respiratory   Oral   2011/III
 
QVA149   indacaterol and glycopyrronium bromide   Long-acting beta-2 agonist and long-acting muscarinic antagonist   Chronic obstructive pulmonary disease   Respiratory   Inhalation   2012/III
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
RAD001 (Afinitor)   everolimus   mTOR inhibitor   Tuberous sclerosis complex—subependymal giant cell astrocytomas   Oncology   Tablet   US (approved)
EU (registration)
             
            Neuroendocrine tumors           US, EU (registration)
             
            Tuberous sclerosis complex—Angiomyolipoma           2011/III
             
            Breast cancer, estrogen receptor positive           2012/III
             
            Advanced gastric cancer           2012/III
             
            Breast cancer Her2-over-expressing, 1st line           2013/III
             
            Breast Her2-over-
expressing 2nd/3rd line
          2013/III
             
            Hepatocellular cancer           2013/III
             
            Diffuse large B-cell lymphoma           2015/III
 
RLX030   TBD   Vascular modulator   Acute heart failure   Cardiovascular and Metabolism   Intravenous infusion   2013/III
 
SMC021   salmon calcitonin   Regulation of calcium homeostasis and inhibition of osteoclast activity   Osteoporosis   Integrated Hospital Care   Oral   2011/III
         
        Protects articular cartilage and strengthens subchondral bone   Osteoarthritis           2011/III
 
SOM230   pasireotide   Somatostatin analogue   Cushing's disease   Oncology   Subcutaneous injection   EU (registration),
US (2011/III)
             
            Acromegaly       Intramuscular injection (monthly depot)   2011/III
             
            Refractory/resistant carcinoid syndrome       Intramuscular injection (monthly depot)   2012/III
 
Tasigna   nilotinib   Signal transduction inhibitor   metastatic melanoma with c-KIT mutation   Oncology   Capsule   2012/III
             
            First line metastatic gastrointestinal stromal tumor           2014/III
 
TBM100   tobramycin inhalation powder   Aminoglycoside antibiotic   Pseudomonas aeruginosa infection in cystic fibrosis patients   Respiratory   Dry powder inhalation   EU (registration)
US (2011/III)
 
Tekturna ALTITUDE   aliskiren   Direct renin inhibitor   Renal and cardiovascular events in type 2 diabetes   Cardiovascular and Metabolism   Tablet   2012/III
 

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Project/Product
  Common name   Mechanism of action   Potential indication/
Disease area
  Therapeutic
area
  Formulation/
Route of
administration
  Planned filing
dates/Current
phase
Tekturna ATMOSPHERE   aliskiren   Direct renin inhibitor   Chronic Heart failure   Cardiovascular and Metabolism   Tablet   2013/III
 
Tekturna/Rasilez single-pill combination   aliskiren and amlodipine besylate   Direct renin inhibitor and calcium channel blocker   Hypertension   Cardiovascular and Metabolism   Tablet   US (approved)
EU (registration)
 
Tekturna/Rasilez single-pill combination   aliskiren, amlodipine besylate and hydrochlorothiazide   Direct renin inhibitor, calcium channel blocker and diuretic   Hypertension   Cardiovascular and Metabolism   Tablet   US (approved) EU (registration)
 
TKI258   dovitinib lactate   VEGFR1-3, FGFR 1-3, PDGFR angiogenesis inhibitor   Solid tumors   Oncology   Oral   2013/II
 
Xolair   omalizumab   Anti-IgE monoclonal antibody   Chronic idiopathic urticaria   Respiratory   Lyophilized powder for reconstitution as subcutaneous injection   2013/II
 
Zortress/Certican   everolimus   mTOR inhibitor   Prevention of organ rejection—liver   Integrated Hospital Care   Oral   2011/III
 

Key Compounds in Development (select products in Phases II, III and Registration)

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Projects Terminated in 2010


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 80% of 2010 net sales. At the same time, sales from fast growing "emerging growth markets" have become increasingly important to us. See "Item 5. Operating and Financial Review and Prospects—5.A Operating Results—Factors Affecting Results of Operations—Fundamental Drivers Remain Strong—Growth of Emerging Markets." The following table sets forth certain data relating to our principal markets in the Pharmaceuticals Division.

Pharmaceuticals
  2010 Net sales to
third parties
 
 
  $ millions
  %
 

United States

    10,043     33  

Americas (except the United States)

    2,918     9  

Europe

    10,877     36  

Japan

    3,344     11  

Rest of the World

    3,376     11  
           

Total

    30,558     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.


Production

        The primary goal of our manufacturing and supply chain management program is to ensure the uninterrupted, timely and cost-effective supply of products that meet all product specifications. We manufacture our products at 6 bulk chemical and 13 pharmaceutical production facilities as well as three biotechnology sites. Bulk chemical production involves the manufacture of therapeutically active compounds, mainly by chemical synthesis or by biological processes 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 Schweizerhalle,

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Switzerland; Grimsby, UK; Ringaskiddy, Ireland and Changshu, China. Significant pharmaceutical production facilities are located in Stein, Switzerland; Wehr, Germany; Singapore; Torre, Italy; Barbera, Spain; Suffern, New York; Sasayama, Japan and in various other locations. Our three biotechnology plants are in Huningue, France; Basel, Switzerland and Vacaville, California.

        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 over time.

        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 or other requirements. We monitor market developments that could have an adverse effect on the supply of essential materials. Our suppliers of raw materials are required to comply with Novartis quality standards.

        The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        The Pharmaceuticals Division serves customers with approximately 5,107 field force representatives in the US (including supervisors), and an additional 19,296 in the rest of the world, as of December 31, 2010. These trained representatives, where permitted by law, present the therapeutic and economic benefits of our products to physicians, pharmacists, hospitals, insurance groups and managed care organizations. We are seeing the increasing influence of customer groups beyond the prescribers, and Novartis is responding by adapting our business practices.

        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 healthcare providers.

        In the US, certain products can be 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 legally permitted as well as economically attractive.

        Since the implementation of a new US business model in 2008, Novartis has been able to better address customer needs and differences in local market dynamics. The model allows the regional sales forces to be tailored to reach healthcare practitioners in different ways. New account manager positions focused on reaching numerous stakeholders in the treatment decision pathway have been created, and we have geographically adjusted the placement of our representatives to match the local demand for products.

        The marketplace for healthcare is evolving with the consumer becoming a more influential stakeholder in their healthcare decisions and looking for solutions to meet their changing needs. Where permitted by law, Novartis is seeking to tap into the power of the patient, delivering innovative solutions to drive loyalty and engagement.

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Competition

        The global pharmaceutical market is highly competitive, and we compete against other major international corporations with substantial financial and other resources, which sell branded prescription pharmaceutical products. 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.

        As is the case with other pharmaceutical companies selling patented pharmaceuticals, Novartis faces ever-increasing challenges from companies selling generic forms of our products following the expiry of patent protection, or of products which compete with our products. Generic companies may also gain entry to the market through successfully challenging our patents, but we vigorously use legally permissible remedies to defend our patent rights from generic challenges. In addition, we also face competition from over-the-counter (OTC) products that do not require a prescription from a physician.


Research and Development

        We are among the leaders in the pharmaceuticals industry in terms of research and development investment. In 2010, we invested approximately $7.1 billion ($6.2 billion excluding impairment and amortization charges) in Pharmaceuticals Division research and development, which represented 23% of the division's total net sales. Our Pharmaceuticals Division invested $5.8 billion ($5.7 billion excluding impairment and amortization charges) and $5.7 billion ($5.3 billion excluding impairment and amortization charges) in research and development in 2009 and 2008 respectively. There are currently 147 projects in clinical development.

        The discovery and development of a new drug is a lengthy process, usually requiring 10 to 15 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 a compound will not meet the requirements to progress further. In such an event, we may be required to abandon a compound in which we have made a substantial investment.

Research program

        Our Research program is responsible for the discovery of new medicines. In 2003, we established the Novartis Institutes for BioMedical Research (NIBR).

        At NIBR's headquarters in Cambridge, Massachusetts, more than 1,850 scientists and associates conduct research into disease areas such as cardiovascular and metabolism disease, infectious disease, oncology, muscle disorders and ophthalmology. An additional 4,500 scientists and technology experts conduct research in Switzerland, UK, Austria, Italy, Singapore, China and three other US sites. Research is conducted at these sites in the areas of neuroscience, autoimmune disease, oncology, cardiovascular disease, dermatology, gastrointestinal disease and respiratory disease. In addition, research platforms such as the Center for Proteomic Chemistry are headquartered in the NIBR site in Basel, Switzerland. In January 2010, Novartis integrated four Corporate Research Institutes into NIBR: the Novartis Institute for Tropical Diseases (NITD) in Singapore; Novartis Vaccines for Global Health (NVGH) in Siena, Italy; the Frederich Miescher Institute (FMI), in Basel, Switzerland; and the Genomics Institute of the Novartis Research Foundation, in La Jolla, California. These four institutes focus on basic genetic and genomic research as well as research into diseases of the developing world such as malaria, tuberculosis, dengue and typhoid fever.

        In October 2010, we announced that we would invest $600 million over the next five years to build new laboratory and office space in Cambridge on an area of land close to our research facilities on Massachusetts Avenue.

        Our principal goal is to discover new medicines for diseases with high unmet medical need. To do this we focus our work in areas where we have sufficient scientific understanding and believe we have the

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potential to dramatically change the practice of medicine. This requires the hiring and retention of the best talent, a focus on fundamental disease mechanisms that are relevant across different disease areas, continuous improvement in technologies for drug discovery and potential therapies, close alliance with clinical colleagues, and the establishment of appropriate external complementary alliances.

        All drug candidates are taken to the clinic via "proof-of-concept" trials to enable rapid testing of the fundamental efficacy of the drug while collecting basic information on pharmacokinetics, safety and tolerability, and adhering to the guidance for early clinical testing set forth by health authorities.

        Over the past five years, the output from NIBR has grown progressively. The portfolio of pre-clinical and early clinical New Molecular Entities has increased more than 60%, and 50% of compounds from NIBR are succeeding in Phase II clinical trials. In addition, biologic medicines—antibodies and protein therapeutics—have grown to constitute 30% of NIBR's pre-clinical portfolio.

Development program

        The focus of our Development program is to determine whether new drugs are safe and effective in humans. As previously described (see "—Compounds in Development"), we view the development process as generally consisting of an Exploratory phase where a "proof of concept" is established, and a Confirmatory phase where this concept is confirmed in large numbers of patients. Within this paradigm, clinical trials of drug candidates generally proceed through the traditional three phases: I, II and III. In Phase I clinical trials, a drug is usually tested with about 5 to 15 patients. 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 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 clinics and hospitals. In each of these phases, physicians monitor volunteer patients closely to assess the drug's safety and efficacy. 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."

Novartis Molecular Diagnostics

        Recent advances in biology and bioinformatics have lead to a much deeper understanding of the genetic underpinnings of disease and drug targets. Novartis Molecular Diagnostics (MDx), an integrated unit within Novartis Pharmaceuticals, is working to capitalize on these scientific advances to develop innovative diagnostic tests which potentially could improve physicians' ability to optimize patient outcomes and may enable physicians to administer the right treatment to the right patient at the right time.

        At its core, Novartis MDx is rooted in the company's leadership in drug discovery and development, and advancing "personalized medicine" is a key component of the company's strategy. Working closely with, and building on the strong science of NIBR and our Pharmaceuticals Division, MDx works to bring the full power of our internal capabilities and resources to bear in an effort to develop and commercialize important new diagnostic tests to support our development products and disease areas. Additionally, MDx strategically works with external collaborators to leverage technologies and capabilities that fit our diagnostic requirements.

        Our strategy is focused on addressing unmet medical need regardless of market size, and we have a robust and expanding portfolio of molecular diagnostic programs. MDx is aiming for multiple launches over the next few years.

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Alliances and acquisitions

        Our Pharmaceuticals Division enters into business development agreements with other pharmaceutical and biotechnology companies and with academic institutions in order to develop new products 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, importing, labeling and marketing of drugs, and also review the safety and efficacy of pharmaceutical products. In particular, extensive controls exist on the non-clinical and clinical development of pharmaceutical products. These regulatory requirements, and the implementation of them by local health authorities around the globe, 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.

        Health authorities, including those in the US, EU, Switzerland 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 and the specific requirements, including risk tolerance, of the local health authorities 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 another 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 a product may finally be launched to the market.

        The following provides a summary of the regulatory processes 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, manufacturing, labeling and approval for marketing of pharmaceutical products

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intended for commercialization in the US. The FDA continues to monitor the safety of pharmaceutical products after they have been approved for marketing in 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) or biologics license application (BLA), as applicable, for the drug. The NDA or BLA must contain all the scientific information that has been gathered about the drug and typically includes information regarding the clinical experiences of patients tested in the drug's clinical trials. A Supplemental New Drug Application (sNDA) or BLA amendment must be filed for new indications for a previously approved drug.

        Once an NDA or BLA is submitted, the FDA assigns reviewers from its biopharmaceutics, chemistry, clinical microbiology, pharmacology/toxicology, and statistics staff. After a complete review, these content experts then provide written evaluations of the NDA or BLA. These recommendations are consolidated and are used by the Senior FDA staff in its final evaluation of the NDA/BLA. Based on that final evaluation, FDA then provides to the NDA or BLA's sponsor an approval, or a "complete response" letter if the NDA or BLA application is not approved. If not approved, the letter will state the specific deficiencies in the NDA or BLA which need to be addressed. The sponsor must then submit an adequate response to the deficiencies in order to restart the review procedure.

        Once the FDA has approved an NDA or BLA or sNDA or BLA amendment, 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.

        Throughout the life cycle of a product, the FDA also requires compliance with standards relating to good laboratory, clinical, manufacturing and promotional practices.

European Union

        In the EU, there are three main procedures for application for authorization to market pharmaceutical products in the EU Member States, the Centralized Procedure, the Mutual Recognition Procedure and the Decentralized Procedure. It is also possible to obtain a national authorization for products intended for commercialization in a single EU member state only, or for additional indications for licensed products.

        Under the Centralized Procedure, applications are made to the European Medicines Agency (EMA) for an authorization which is valid for the European Community. The Centralized Procedure is mandatory for all biotechnology products and for new chemical entities in cancer, neurodegenerative disorders, diabetes and AIDS, autoimmune diseases or other immune dysfunctions and optional for other new chemical entities or innovative medicinal products or in the interest of public health. 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 EMA. The EMA 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 and Co-Rapporteur's Assessment Report. When the company's complete response is received by the EMA, the clock restarts on day 121. If there are further aspects of the dossier requiring clarification, the EMA will then request an Oral Explanation on day 180, in which the sponsor must appear before the EMA's Scientific Committee (the CHMP) to provide the requested additional information. On day 210, the CHMP 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 60 days after a positive CHMP recommendation.

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        Under the Mutual Recognition Procedure (MRP), the company first obtains a marketing authorization from a single EU member state, called the Reference Member State (RMS). In the Decentralized Procedure (DCP) the application is done simultaneously in selected or all Member States if a medicinal product has not yet been authorized in a Member State. During the DCP, the RMS drafts an Assessment Report within 120 days. Within an additional 90 days the Concerned Member States (CMS) review the application and can issue objections or requests for additional information. On Day 90, each CMS must be assured that the product is safe and effective, and that it will cause no risks to the public health. Once an agreement has been reached, each Member State grants national marketing authorizations for the product.

        After the Marketing Authorizations have been granted, the company must submit periodic safety reports to the EMA (if approval was granted under the Centralized Procedure) or to the National Health Authorities (if approval was granted under the DCP or the MRP). In addition, several Pharmacovigilance measures must be implemented and monitored including Adverse Event collection, evaluation and expedited reporting and implementation as well as up-date of Risk Management Plans.

        European Marketing Authorizations have an initial duration of five years. After this time, the Marketing Authorization may be renewed by the competent authority on the basis of re-evaluation of the risk/benefit balance. Once renewed the Marketing Authorization is valid for an unlimited period. Any Marketing Authorization which is not followed within three years of its granting by the actual placing on the market of the corresponding medicinal product shall cease to be valid.

Japan

        In Japan, applications for new products are made through the Pharmaceutical and Medical Devices Agency (PMDA). Once an NDA is submitted, a review team is formed consisting of specialized officials of the PMDA, including chemistry/manufacturing, non-clinical, clinical and biostatistics. While a team evaluation is carried out, a data reliability survey and Good Clinical Practice inspection are carried out by the Office of Conformity Audit of the PMDA. Team evaluation results are passed to the 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 Council on Drugs and Foods Sanitation which then advises the MHLW on final approvability. Marketing and distribution approvals require a review to determine whether or not the product in the application is suitable as a drug to be manufactured and distributed by a person who has obtained a manufacturing and distribution business license for the type of drug concerned and confirmation that the product has been manufactured in a plant compliant with Good Manufacturing Practices.

        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 drug's sponsor to submit periodic safety update reports. Within three months from the specified re-examination period, which is designated at the time of the approval of the application for the new product, the company must submit a re-examination application to enable the drug's safety and efficacy to be reassessed against approved labeling by the PMDA.


Price Controls

        In most of the markets where we operate, the prices of pharmaceutical products are subject to both direct and indirect price controls 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 place—and to perhaps even be strengthened—and to have a negative influence on the prices we are able to charge for our products.

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        We expect that pressures on pricing will continue worldwide, 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.


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 protection available under applicable laws for significant product developments in all major markets. Among other things, patents may cover the products themselves, including the product's active ingredient and its formulation. Patents may cover 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. In addition, patents may cover assays or tests for certain diseases or biomarkers, which will improve patient outcomes when administered certain drugs.

        The protection offered by such patents extends for varying periods depending on the grant, duration and enforceability of patents in the various countries. The protection afforded, which may vary from country to country, depends upon the type of patent and its scope of coverage. The duration of the protection will further depend on the patent expiry date and on the availability of patent term extensions, as well as other regulatory provisions for exclusivity such as data exclusivity, orphan drug status and pediatric exclusivity.

        The following is a summary of the patent expiration dates for certain key products of our Pharmaceuticals Division:

Cardiovascular and Metabolism

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Oncology

Neuroscience and Ophthalmics

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Respiratory

Integrated Hospital Care

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Other Pharmaceutical Products

        The loss of patent protection can have a significant adverse impact on our Pharmaceuticals Division. We work to offset these negative effects by developing process and product improvements, protecting those improvements with patents, by positioning many of our products in specific market niches, and marshalling our efforts to discover new therapeutic compounds. However, there can be no assurance that these strategies will be effective in the future to ensure competitive advantage, or that we will be able to avoid substantial adverse effects from the loss of patent protection in the future.

        There is also a risk that some countries, particularly countries in the developing world, may seek to impose limitations on the availability of patent protection for pharmaceutical products, or on the extent to which such protections may be enforced. In countries that adopt such measures, generic manufacturers will be able to introduce competing products earlier than they otherwise would under a patent protection regime.

        In addition, even though we may own or license patents protecting our products, and conduct pre-launch freedom-to-operate analyses, a third party may nevertheless claim that one of our products infringes an unlicensed third-party patent.


VACCINES AND DIAGNOSTICS

        Our Vaccines and Diagnostics Division is a leader in the research, development, manufacturing and marketing of vaccines and diagnostic tools worldwide. As of December 31, 2010, the Vaccines and Diagnostics Division employed 5,394 full-time equivalent associates worldwide in 30 countries. In 2010, the Vaccines and Diagnostics Division had consolidated net sales of $2.9 billion representing 6% of total Group net sales.

        The Novartis Vaccines and Diagnostics Division is a leading manufacturer of human vaccines, and is growing at double-digit rates. Novartis Vaccines' products include influenza, meningococcal, pediatric, adult and travel vaccines. Novartis Diagnostics is dedicated to preventing the spread of infectious diseases through the development and marketing of nucleic acid technology blood-screening products, and is also creating innovative diagnostics to detect, prevent, and predict disease and improve medical outcomes.

        The current product portfolio of our Vaccines and Diagnostics Division includes more than 20 marketed products. In addition, the division's portfolio of development projects includes more than 15 potential new products in various stages of clinical development.

        Influenza vaccines are a core franchise of the Division, with brands that include Fluvirin, Fluad, Agrippal, AgriFlu and Optaflu. Additionally, during the 2009-2010 A (H1N1) pandemic, Novartis offered three pandemic products, an A (H1N1) non-adjuvanted vaccine manufactured using the Fluvirin platform,

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Focetria and Celtura. Today Novartis is among the world's largest producers of influenza vaccines, and a major supplier to the US, UK, Italy, Germany and other countries. According to the World Health Organization, every year an estimated 3 million to 5 million people worldwide become seriously ill from influenza, and as many as 500,000—primarily children and the elderly—die from the ensuing complications. This year, we began shipping seasonal vaccine in August, and completed our entire shipment of 45 million doses to the US for the 2010/2011 season in October 2010, earlier than in previous years and ahead of many competitors.

        We continued to see strong clinical results supporting licensing applications for the broader use of Fluad, our adjuvanted seasonal vaccine currently available for the elderly in Europe and in countries in other regions. In October 2010, we presented data that demonstrated Fluad provided increased clinical protection against seasonal influenza in children as compared to traditional non-adjuvanted trivalent seasonal influenza vaccine, thus supporting potential expansion of its age indication and into additional markets including the US.

        In the first half of 2010, we completed the distribution of A (H1N1) vaccine, meeting our commitments to government customers and helping to protect millions against the pandemic virus strain. The rapid production and distribution of these vaccines—which began within four months of the World Health Organization's pandemic declaration on June 11, 2009—was an unprecedented, one-time event. While the A (H1N1) pandemic has concluded, we continue our work of developing pre-pandemic vaccines with the potential to protect the global population against possible future pandemics. In September 2010, the CHMP issued a positive opinion for Aflunov, an investigational pre-pandemic avian influenza vaccine, for active immunization against H5N1 subtype of Influenza A virus in adults 18 years of age and older. H5N1 (commonly referred to as avian or bird flu) accounts for most avian influenza outbreaks globally and is a serious health concern given its potential to evolve into a deadly pandemic strain at any time. In general, a pre-pandemic vaccine is intended to be used to protect against disease from circulating subtypes of influenza virus not included in the seasonal products, but which causes human disease or carries the potential to cause a pandemic.

        The Novartis meningococcal franchise is expected to be a cornerstone of future growth for the division. Our marketed and candidate vaccines have the potential to protect millions against meningococcal disease, which causes approximately 50,000 deaths a year globally. Because almost all cases of infection are caused by five serogroups—A, B, C, W-135 and Y—and the distribution of strains varies greatly over time and location, Novartis is working to deliver vaccines with broad coverage and the potential to protect all age groups at risk.

        Menveo (MenACWY-CRM), a quadrivalent conjugate vaccine for the prevention of the A, C, Y and W-135 strains of meningococcal meningitis, was approved in 2010 in the US for use in individuals 11-55 years old and in the EU for individuals 11 years and up. Our Menveo development program to expand the age range for which Menveo is indicated—to cover persons aged 2 months to 10 years old in the US and EU—is ongoing, and biologics license applications for use of Menveo in infants and toddlers were submitted in the US in 2010 with similar filings expected in Europe in 2011. Menveo has also received Halal certification in the US and Indonesia, facilitating its use for pilgrims from those and other countries to the Hajj and Umrah, where there is a history and increased risk of outbreaks of meningococcal disease.

        Bexsero, the Novartis investigational multicomponent meningococcal serogroup B vaccine (4CMenB), has shown the potential to be the first vaccine to provide broad coverage against meningococcal B disease. In September 2010, Novartis released pivotal Phase III data that indicated that a large majority of infants vaccinated with Bexsero achieved a robust immune response against all vaccine antigens. In the trial involving more than 3,600 infants, results showed that Bexsero met its primary endpoints, and exhibited an acceptable tolerability profile when co-administered with other routine infant vaccinations, thus supporting potential use of this vaccine in the first year of life when the medical need is considered to be the greatest. Additional data published in November in the Proceedings of the National Academy of

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Sciences showed that antibodies induced by Bexsero killed 85% of a large collection of MenB strains in adults and 74% in infants, who are at the highest risk for meningococcal disease.

        Novartis Vaccines continued to expand geographically, nearing completion of the acquisition of an 85% stake in the vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd., which offers marketed vaccine products in China. In addition, we have achieved significant milestones in Brazil, entering into an agreement in 2009 with the Fundação Ezequiel Dias in Brazil for meningitis C vaccine technology transfer. This agreement has helped the vaccine be made available to all children in the country under two as part of a national immunization program starting in 2010.

        The Diagnostics business continued to grow in 2010. EFS, the French national blood service, began using Novartis nucleic acid testing (NAT) systems to screen the entire French blood supply for HIV and Hepatitis. (Previously, EFS used Novartis systems to screen 30% of its blood supply.) EFS is testing its blood donations in individual donor format (vs. pools of multiple donors) to ensure maximum analytical sensitivity, and at the same time eliminate the pooling and pool-resolution stages. Also during 2010, Novartis signed a long-term agreement with Creative Testing Solutions, the second-largest blood-testing laboratory in the United States, which will expand its use of Novartis NAT blood screening products, including the addition of testing blood donations for hepatitis B virus DNA using NAT.

        We also expanded our line of nucleic acid testing products in Asia Pacific with approval of the Procleix Ultrio test in China. The test detects HIV Type 1, Hepatitis B virus, and Hepatitis C virus in donated blood in a single assay. Novartis signed a collaboration and license agreement with Smiths Detection (UK) in April 2010 under which Novartis is granted exclusive rights to market Smiths Detection's Bio-Seeq instrument and the associated LATE PCR DNA analysis technology in the area of infectious disease diagnostics. Smiths Detection will leverage its expertise in instrument development and point-of-care diagnostic devices to further enhance the Bio-Seeq platform and sample preparation consumables and to develop a range of diagnostic tests. Novartis Diagnostics will be responsible for clinical trials, regulatory affairs, sales and marketing. Payments to Smiths Detection will be linked to product development and commercial milestones.


Vaccines and Diagnostics Division Products

        The summary and the tables that follow describe key marketed products and potential products in development in our Vaccines and Diagnostics Division. Subject to required regulatory approvals and, in certain instances, contractual limitations, we intend to sell our marketed products throughout the world. However, our Vaccines and Diagnostics Division products are not currently available in every country. Regarding our products in development, these products and indications are in various stages of development throughout the world. For some products, the development process is ahead in the US; for others, development in one or more other countries or regions is ahead of that in the US. Due to the uncertainties associated with the development process, and due to regulatory restrictions in some countries, it may not be possible to obtain regulatory approval for any or all of the new products referred to in this Form 20-F. See "—Regulation" for further information on the approval process.

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Key Marketed Vaccine Products

Product
  Indication

Influenza Vaccines

   

Agrippal/AgriFlu

 

A surface antigen, inactivated, seasonal influenza vaccine for adults and children above six months of age. Agrippal is marketed in the US under the name AgriFlu, and is approved there in subjects 18 years of age and up

Fluad

 

A surface antigen, inactivated, seasonal influenza vaccine containing the proprietary MF59 adjuvant for the elderly

Fluvirin

 

A surface antigen, inactivated, seasonal influenza vaccine for adults and children four years of age and up

Optaflu

 

Cell culture-based, surface antigen, inactivated, influenza vaccine for adults 18 years of age and up

Focetria

 

Surface antigen, inactivated, influenza vaccine, containing the proprietary MF59 adjuvant, for prophylaxis against the pandemic H1N1v virus strain, in subjects 6 months of age and up

Celtura

 

Cell culture-based, surface antigen, inactivated, influenza vaccine, containing the proprietary MF59 adjuvant, for prophylaxis against the pandemic H1N1v virus strain, in subjects 6 months of age and up

Meningococcal Vaccines

   

Menjugate

 

Meningococcal C vaccine for children 2 months of age and up

Menveo

 

Meningococcal A, C, W-135 and Y vaccine for adolescents and adults between 11 and 55 years of age (11+ in the EU)

Travel Vaccines

   

Encepur Children Encepur Adults

 

Tick-borne encephalitis vaccine for children 1-11 years of age and for adults 12+ years of age

Ixiaro(1)

 

Prophylactic vaccine against Japanese encephalitis virus

Rabipur/Rabavert

 

Vaccine for rabies, which can be used before or after exposure (typically animal bites)

Pediatric Vaccines

   

Polioral

 

Live, attenuated, oral poliomyelitis vaccine (Sabin) containing attenuated poliomyelitis virus types 1, 2 and 3 from birth

Quinvaxem(2)

 

Fully liquid pentavalent vaccine combining antigens for protection against five childhood diseases: diphtheria, tetanus, pertussis (whooping cough), hepatitis B and Haemophilus influenzae type b for children above 6 weeks of age


(1)
In collaboration with Intercell

(2)
In collaboration with Crucell

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Vaccine Key Products in Development

Therapeutic Area
  Project/Compound   Potential Indication/
Disease Area
  Planned filing dates/
Current phase
Influenza   Optaflu   Cell culture-based surface antigen, inactivated, seasonal influenza vaccine   EU registered;
US Phase III

 

 

Fluad

 

A surface antigen, inactivated, seasonal influenza vaccine containing the proprietary MF59 adjuvant in development for adults 65+ years of age in the US, and for children up to 8 years of age in the EU

 

EU filed (pediatric)
US Phase III (elderly)

 

 

AgriFlu pediatric

 

A surface antigen inactivated seasonal influenza vaccine in development for children 6 months—18 years of age in the US

 

Registered, US Phase III

 

 

Aflunov

 

A (H5N1) influenza vaccine containing the proprietary MF59 adjuvant for pre-pandemic use in subjects 18 years of age and up

 

EU CHMP positive opinion received in October, 2010; US Phase II

 

 

H5N1 FCC

 

Cell-culture-based A (H5N1) influenza vaccine for pre-pandemic use (age range to be defined) for the US

 

Phase II

Meningococcal

 

Menveo

 

Quadrivalent meningococcal vaccine for strains A, C, Y and W-135 for infants, adolescents and adults

 

Registered (adolescents & adults) (US & EU)
US filed/EU Phase III (infants)
US Filed (Ages 2-10)

 

 

Bexsero

 

Multicomponent meningococcal serogroup B vaccine for infants, adolescents and adults

 

EU submitted,
US Phase II

 

 

MenABCWY

 

Meningococcal vaccine for strains A, B, C, Y and W-135

 

Phase II

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Therapeutic Area
  Project/Compound   Potential Indication/
Disease Area
  Planned filing dates/
Current phase
P aeruginosa       Prophylactic vaccine for P aeruginosa infections(1)   Phase II

HIV
(1)

 

 

 

Prophylactic HIV vaccine

 

Phase I

GBS

 

 

 

Prophylactic Group B Streptococcus (GBS) vaccine

 

Phase I

H pylori

 

 

 

Prophylactic vaccine for H pylori

 

Phase I

CMV
(2)

 

 

 

Prophylactic vaccine for cytomegalovirus

 

Phase I

S Pneumoniae

 

 

 

Prophylactic vaccine for streptococcus pneumoniae

 

Phase I

(1)
In collaboration with National Institutes of Health.

(2)
In collaboration with AlphaVax.

Key Marketed Diagnostics Products

Product
  Product Description
Procleix eSAS System   Semi automated modular instrument solution supporting Duplex and Ultrio NAT assays

Procleix TIGRIS System

 

Fully automated instrument solution supporting Ultrio NAT assays

Procleix SP System

 

Fully automated liquid-handling instrument for pooling and creation of archive plates

Procleix Duplex Assay

 

NAT assay designed to detect HIV-1, HCV through a single test

Procleix WNV Assay

 

First NAT assay approved by the FDA to detect West Nile virus

Procleix Ultrio Assay

 

First NAT assay designed to detect HIV-1, HCV and HBV in a single test

Procleix Ultrio + Assay

 

Our most sensitive CE Mark certified NAT assay designed to detect HIV-1, HCV and HBV in a single test

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Diagnostics Key Products in Development

Therapeutic Area
  Product   Product Description   Planned filing dates/
Current phase
Blood Screening   HAV/Parvo test   NAT test designed to detect Hepatitis A virus and Parvo B19 virus   Discovery

 

 

Dengue test

 

NAT test designed to detect the Dengue virus

 

Discovery

 

 

Procleix Panther System

 

Fully automated mid-throughput instrument

 

Development

Clinical Diagnostics

 

Mis-folded protein assay

 

Novel technology to detect abnormal protein particles that cause several neurodegenerative diseases such as Diabetes, Alzheimer's, Parkinson's in patients

 

Discovery

Infectious Disease

 

Hospital-associated infections

 

Accurate and early pathogen detection

 

Discovery

Predictive Health

 

Maternal/Fetal Screening

 

Tests to predict and improve outcomes and therapeutic response

 

Discovery

Transfusion Medicine

 

Bone-marrow typing

 

Test to improve donor/recipient matching

 

Discovery


Principal Markets

        The principal markets for our Vaccines and Diagnostics Division include the US and Europe. The following table sets forth the aggregate 2010 net sales of the Vaccines and Diagnostics Division by region:

Vaccines and Diagnostics
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    1,184     41  

Americas (except the United States)

    305     10  

Europe

    784     27  

Rest of the World

    645     22  
           

Total

    2,918     100  
           

        Sales of certain vaccines, including influenza and tick borne encephalitis vaccines, are subject to seasonal variation. Sales of the majority of our other products are not subject to material changes in seasonal demand.

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Research and Development

        In 2010, the Vaccines and Diagnostics Division invested $523 million ($506 million excluding amortization charges) in research and development, which amounted to 18% of the division's net sales. The Vaccines and Diagnostics Division invested $508 million ($465 million excluding impairment and amortization charges) and $360 million ($327 million excluding amortization charges) in research and development in 2009 and 2008 respectively.

        While research and development costs for vaccines traditionally have not been as high as for pharmaceuticals, a robust clinical program including Phase I to Phase III must be performed by the manufacturer to obtain a license for commercialization. See "—Pharmaceuticals—Compounds in Development" and "—Pharmaceuticals—Research and Development." Similarly, our diagnostics blood screening research and development efforts, which we perform in collaboration with Gen-Probe, Inc., and our clinical diagnostic research and development efforts, which we may perform in collaboration with other partners, require extensive and expensive research and testing of potential products. 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.


Production

        We manufacture our vaccines products at six facilities in Europe, the US and Asia. Our principal production facilities are located in Liverpool, UK; Marburg, Germany; Siena and Rosia, Italy, Ankleshwar, India, and Holly Springs, North Carolina. We continue to invest and upgrade our existing sites to ensure that previously initiated remediation efforts are completed and meet quality standards. In addition, certain conjugation and chemistry activities for vaccines are performed at our Emeryville, California site. At our Emeryville site, we also manufacture antigens and associated conjugates as both intermediates and final kits in support of diagnostics and blood screening industries around the world. Companies in the serology market, including our long-standing joint partner Ortho Clinical Diagnostics, purchase these products for use in their blood testing assays. Our NAT blood screening products are manufactured for us by Gen-Probe, Inc., an outside supplier.

        Each year new seasonal influenza vaccines need to be produced in order to induce effective protection against the current circulating strains of the virus, which can change from year to year. Global surveillance of influenza viruses is conducted throughout the year by the World Health Organization (WHO) Influenza Surveillance Network, which provides information on currently circulating strains and identifies the appropriate strains to be included in next season's influenza vaccine. Each year, the EMA and the US Centers for Disease Control then confirm the vaccine composition for the coming season for the northern hemisphere and the Australian Therapeutic Goods Administration for the southern hemisphere. There can be no guarantee that the division will succeed in producing and having approved an updated flu vaccine within the timeframes necessary to commercialize the vaccine for the applicable flu season.

        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.

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Marketing and Sales

        Our main Vaccines marketing and sales organizations are based in Switzerland, Germany, UK, Italy and the US. We are also seeking to expand operations in China—where we are making efforts to complete our previously-announced acquisition of an 85% stake in the Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd.—as well as in India and in various other European and Latin American countries. In the US, we market influenza, Japanese Encephalitis and rabies vaccines through a network of wholesalers and distributors as well as direct to key customers. Direct sales efforts are focused on public health and distributor channels, and on non-traditional channels, such as employers, chain drug headquarters and service providers.

        The Diagnostics marketing and sales efforts are primarily focused on blood banks, with some marketing efforts focused on the development of new clinical diagnostics. With roughly half of worldwide blood donations not being subjected to updated viral nucleic acid screening, the company will continue to focus on increasing the practice of viral nucleic acid testing using its proprietary systems in emerging areas of the world.


Competition

        The global market for products of the type sold by our Vaccines and Diagnostics Division is highly competitive, and we compete against other major international corporations with substantial financial and other resources. 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.

        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 products.


Regulation

        Our vaccines products are subject to essentially the same regulatory procedures as are the products of our Pharmaceuticals Division. See "Pharmaceuticals—Regulation." In the US, a company seeking approval of a vaccine submits a Biologics License Application (BLA) for the vaccine, rather than an NDA. Subsequently, the BLA follows substantially the same path for approval as does an NDA. In addition, annual license applications for seasonal flu vaccines must be submitted every year.

        Diagnostics products are regulated as medical devices in the US and the EU. 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, safety and effectiveness information for Class II and III devices must be reviewed by the FDA. There are two review procedures: a Pre-Market Approval (PMA) and a Pre-Market Notification (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 review of a PMA usually takes 180 days from the date of filing of the application. Under Pre-Market Notification (510(k)), the manufacturer submits notification to the FDA that it intends to commence marketing the product, with data that establishes the product as substantially equivalent to another product already on the market. The FDA usually determines whether the device is substantially equivalent within 90 days. For specific diagnostics products that are sold into blood banks, or sold for diagnosis of HIV-1 infection, applications are submitted for review by the FDA's Center for Biologics Evaluation and Research (CBER). Under such review, the product is considered a biologic until such time as approval is received, at which time the product becomes a medical device. For products used specifically for screening of blood donors, or biologic reagents sold for further manufacturing use, the medical device is subject to Licensure by CBER. The submission for this purpose follows the same requirements as Vaccines; a Biologic License Application is submitted to CBER. CBER usually takes 240 days to review a BLA.

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        In the EU, the CE marking is required for all medical devices sold. By affixing the CE marking, the manufacturer certifies that a product is in compliance with provisions of the EU's Medical Device Directive. Diagnostics products are specifically covered by the EU In Vitro Diagnostic (IVD) Directive. Under that Directive, certain products are subject to review and prior approval by a "notified body." Others are subject to a self-certification process by the manufacturer, which requires the manufacturer to confirm that the product performs to appropriate standards. This allows the manufacturer to issue a Declaration of Conformity and to notify competent authorities in the EU that the manufacturer intends to market the product. In order to comply with European regulations, our Vaccines and Diagnostics Division maintains a full Quality Assurance system and is subject to routine auditing by a certified third party (a "notified body") to ensure that this quality system is in compliance with the requirements of the EU's Medical Device Directive as well as the requirements of the ISO quality systems' standard ISO 13485.


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.

        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.


SANDOZ

        Our Sandoz Division is a world leader in developing, manufacturing and marketing generic pharmaceutical products, follow-on biopharmaceutical products and drug substances that are not protected by valid and enforceable third-party patents. As of December 31, 2010, affiliates of the Sandoz Division employed 23,536 full-time equivalents associates worldwide in more than 130 countries. In 2010, our Sandoz Division achieved consolidated net sales of $8.5 billion, 17% of the Group's total net sales.

        The Sandoz Division is active in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables (following the acquisition of EBEWE Pharma, completed in September 2009). In Retail Generics, we develop, manufacture and market active ingredients and finished dosage forms of pharmaceuticals, as well as supplying active ingredients to third parties. In Anti-Infectives, we develop and manufacture active pharmaceutical ingredients and intermediates—mainly antibiotics—for use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, we develop, manufacture and market protein- or other biotechnology-based products (known as biosimilars or follow-on biologics) and sell biotech manufacturing services to other companies. In Oncology Injectables, we develop, manufacture and market cytotoxic products for the hospital market.

        The worldwide market for generic pharmaceutical products has been growing by about 10% annually and is expected by industry analysts to continue at nearly that rate through 2015, fueled primarily by the growing health needs of an aging population, opportunities created through patent expiries, increasing access to healthcare and pressures to contain healthcare costs. According to IMS Health, Sandoz is the No. 2 company in worldwide generic sales and is positioned as a global leader in Retail Generics. Sandoz Biopharmaceuticals has emerged as the leading global player in biosimilars, with three marketed medicines, and a pipeline of eight to ten molecules, including monoclonal antibodies, at various stages of development. In addition, Sandoz remains one of the leading manufacturers of antibiotics worldwide.

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The acquisition of EBEWE Pharma in 2009 positioned Sandoz among the top four global players in oncology injectables, according to IMS Health.

        Sandoz has three strategic priorities: to be first-to-market with our products as originators' substance patents expire or become unenforceable, to be cost competitive by leveraging our economies of scale in development and production, and to differentiate Sandoz based on our extensive global reach and our advanced technical expertise in the development, manufacturing and marketing of differentiated generics and biosimilars.

        In 2010, Retail Generics benefited from the first-to-market US launch of Sandoz's generic enoxaparin sodium (Lovenox®)—the largest-ever launch in the US of a generic hospital medication. Other key US launches included metaxalone (Skelaxin®), and the authorized generics of losartan potassium and losartan potassium-hydrochlorothiazide (Cozaar® and Hyzaar®), as well as gemcitabine HCI injection (Gemzar®). Key product launches in various European countries included losartan/losartan HCT, lercanidipine (Corifeo®/Zanidip® ), tacrolimus (Prograf®), and Docetaxel (Taxotere®). Anti-Infectives experienced continued volume growth, with key products globally including amoxicillin/clavulanic acid, ceftriaxone, azithromycin and cefdinir, as well as the exclusive US launch of amoxicillin-clavulanic acid ER (Augmentin®).

        In Biopharmaceuticals, Sandoz continued to roll out important follow-on products and to drive its contract manufacturing base business. Recombinant growth hormone Omnitrope, which was first launched in the EU and US in 2006 and 2007 respectively, received FDA approval for several additional indications, and was launched in 2010 in countries including Taiwan, Argentina, and the Czech Republic. High-dosage oncology formulations of anemia medicine Binocrit were rolled out in 2010 in countries including France, Spain, Italy and the UK, complementing the base nephrology business. Neutropenia medication Zarzio, which was approved EU-wide in 2009, was rolled out in further countries including Italy, Belgium, Sweden and Switzerland.

        In October 2010, just one year after Sandoz completed the acquisition of Austrian-based oncology injectables specialist EBEWE Pharma, Sandoz announced the successful completion of the integration process and the launch of a new global brand, Sandoz Oncology Injectables. The new business is now fully organized on a global basis and offers customers a broad differentiated portfolio of more than 25 marketed products plus a strong pipeline for future growth.

        In April 2010, Sandoz announced a definitive agreement to acquire Oriel Therapeutics, a privately held US pharmaceuticals company. The deal was finalized in June, and Oriel has been integrated as a separate development unit within Sandoz. Oriel focuses on developing respiratory products with known pathways as generic alternatives to patented drugs for asthma and chronic obstructive pulmonary disease (COPD). Regulatory approvals of these medicines would enable Sandoz to increase access to affordable, high-quality therapeutic alternatives for these increasingly prevalent medicines. The acquisition also offers Sandoz access to Oriel's novel FreePath™ drug delivery technology, as well as its proprietary Solis™ disposable dry powder inhaler.


Recently Launched Products

        Sandoz launched a number of important products in 2010, including:

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Key Marketed Products

        The following tables describe key marketed products for Sandoz (availability varies by market):

Retail Generics

Product
  Originator Drug   Description
Acetylcystine   Fluimucil®   Respiratory System
Amlodipine/Benazepril   Lotrel®   Hypertension
Amoxicillin/clavulanic acid   Augmentin®   Anti-infective
Enoxaparin sodium injection   Lovenox®   Anti-coagulant
Fentanyl   Duragesic®   Analgesic
Lansoprazole   Prevacid®   Proton pump inhibitor
Losartan/Losartan HCT   Cozaar®/Hyzaar®   Hypertension
Omeprazole   Prilosec®   Ulcer and heartburn treatment
Simvastatin   Zocor®   Cholesterol lowering treatment
Tacrolimus   Prograf®   Transplantation

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Anti-Infectives

Active Ingredients
  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

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.

Biopharmaceuticals

Product
  Originator Drug   Description
Omnitrope   Somatropin®   Recombinant human growth hormone
Binocrit and Epoetin alfa Hexal   Eprex®/Erypo®   Recombinant protein used for anemia
Zarzio and Filgrastim Hexal   Neupogen®   Recombinant protein used in oncology

Oncology Injectables

Product
  Originator Drug   Description
Carboplatin   Paraplatin®   Ovarian, lung, head-neck and cervix cancer
Epirubicin   Farmorubicin®   Breast, lung, ovarian, gastric and bladder cancer, and others
Gemcitabine   Gemzar®   Bladder, pancreas, lung, ovarian, and breast cancer
Methotrexate   Folex®, Rheumatrex®   Arthritis; breast, lung, cervix and ovarian cancer, and others
Oxaliplatin   Eloxatin®   Colorectal and colon cancer
Paclitaxel   Taxol®   Breast, lung and ovarian cancer, Kaposi sarcoma
Docetaxel   Taxotere®   Breast, ovarian and non-small cell lung cancer

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Principal Markets

        The two largest generics markets in the world—the US and Europe—are the principal markets for Sandoz, although we are active in more than 130 countries. This table sets forth aggregate 2010 net sales by region:

Sandoz
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    2,630     31  

Americas (except the United States)

    583     7  

Europe

    4,273     50  

Rest of the World

    1,032     12  
           

Total

    8,518     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 more than 30 production facilities around the world. Among these, our principal production facilities are located in Barleben, Germany; Kundl and Unterach, Austria; Menges and Ljubljana, Slovenia; Broomfield, Colorado; Wilson, North Carolina; Stryków, Poland; Kalwe and Mahad, India; Buenos Aires, Argentina; Boucherville, Canada; Cambé and Taboão, Brazil; Gebze and Syntex, Turkey. In December 2010, Novartis announced the signing of a Memorandum of Understanding, confirming its intention to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, Russia. Construction is scheduled to start in 2011 and the plant is expected to produce approximately 1.5 billion units per year (oral solid dosage forms), of which the majority is anticipated to be generic products. Total Novartis Group investment in the plant is expected to be approximately $140 million.

        Active pharmaceutical ingredients are manufactured in our own facilities or purchased from third-party suppliers. We maintain state-of-the-art and cost-competitive processes within our own production network. Those processes include fermentation, chemical syntheses and precipitation processes, such as sterile processing. Many follow-on biologics are manufactured using recombinant DNA derived technology by which a gene is introduced into a host cell, which then produces the human protein. This manufacturing process requires sophisticated technical expertise. We are constantly working to improve current and to develop new manufacturing processes.

        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 sourcing can be assured. However, our ability to do so may at times be limited by regulatory or other requirements. We monitor market developments that could have an adverse effect on the supply of essential active pharmaceutical ingredients. All active pharmaceutical ingredients we purchase must comply with high quality standards.

        We obtain agricultural, chemical 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. We also proactively monitor

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markets and developments that could have an adverse effect on the supply of essential materials. All raw materials we purchase must comply with our quality standards.

        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        The Retail Generics business of Sandoz sells a broad portfolio of generic pharmaceutical products to wholesalers, pharmacies, hospitals and other healthcare outlets. Sandoz adapts its marketing and sales approach to local decision making processes, depending on the structure of the market in each country.

        In response to rising healthcare costs, many governments and private medical care providers, such as health maintenance organizations, have instituted reimbursement schemes that favor the substitution of generic products for bioequivalent branded pharmaceutical products. In the US, statutes have been enacted by virtually all states that permit or require pharmacists to substitute a less expensive generic product for the brand-name version of a drug that has been prescribed to a patient. Generic use is growing in Europe, but penetration rates in many EU countries are below those in the US because reimbursement practices do not create efficient incentives for substitution. Legislative or regulatory changes can have a significant impact on our business in a country. In Germany, for example, the generic market is in transition as healthcare reforms increasingly shift decision making from physicians to insurance funds.

        Our Anti-Infectives business supplies Retail Generics and the pharmaceutical industry worldwide with active pharmaceutical ingredients and intermediates, mainly in the field of antibiotics.

        Our Biopharmaceuticals business operates in an emerging business environment. Regulatory pathways for approving biosimilar products are either new or still in development, and policies have not yet been fully defined or implemented for the automatic substitution and reimbursement of biosimilars in many markets, including the US. As a result, in many of these markets, including the US, our biosimilar products must be marketed as branded competitors to the originator products.

        Our Oncology Injectables business supplies hospitals worldwide with cytotoxic products for use in oncology treatment.


Competition

        The market for generic products is characterized by increasing demand for high-quality pharmaceuticals that can be produced at lower costs due to comparatively minimal initial research and development investments. Increasing pressure on healthcare expenditures and numerous patent and data exclusivity period expirations have created a favorable market environment for the generics industry. This positive market trend, however, brings increased competition among the companies selling generic pharmaceutical products, leading to ongoing price pressure on generic pharmaceuticals.

        In addition, research-based pharmaceutical companies have responded to increased competition from generic products by licensing their branded products to generic companies (the so-called "authorized generic"). By doing so, research-based pharmaceutical companies participate in the conversion of their branded product once generic conversion begins. 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. In the US, the authorized generic is not subject to the US Hatch-Waxman Act rules regarding

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exclusivity (See "—Regulation"). 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 company that invested in creating the first generic. Furthermore, certain research-based companies continually seek new ways to protect their market franchise and to decrease the impact of generic competition. For example, some research-based pharmaceutical companies have reacted to generic competition by decreasing the prices of their branded product, thus seeking to limit the profit that the generic companies can earn on the competing generic product.


Development and Registration

        Before a generic pharmaceutical may be marketed, intensive technical as well as clinical development work must be performed to demonstrate, in bio-availability studies, the bio-equivalency of the generic product to the reference product. Nevertheless, research and development costs associated with generic pharmaceuticals are much lower than those of the originator pharmaceuticals, as no clinical trials on dose finding and efficacy must be performed by the generic company. As a result, pharmaceutical products for which the patent and data exclusivity period has expired can be offered for sale at prices often much lower than those of products protected by patents and data exclusivity, which must recoup substantial basic research and development costs through higher prices over the life of the product's patent and data exclusivity period.

        For follow-on biologic products, the regulatory pathways for approving such products are still in development, or pending final implementation, in many countries. However, at least for certain biopharmaceutical products, a certain number of carefully targeted clinical trials in patients to determine safety and efficacy do appear to be required. Sandoz has successfully registered and launched the first biosimilar product in Europe, the US, Canada and Japan, as well as two further products in Europe.

        Currently, the affiliates of the Sandoz Division employ more than 2,800 Development and Registration staff who explore alternative routes for the manufacture of known compounds and develop innovative dosage forms of well-established medicines. These associates are based worldwide, including major facilities in Holzkirchen and Rudolstadt, Germany; Kundl, Schaftenau and Unterach, Austria; Menges and Ljubljana, Slovenia; Kalwe, India; Boucherville, Canada; Broomfield, Colorado and East Hanover, New Jersey (transferred from Wilson, NC, and formally opened in June 2010); and Cambé, Brazil. As of end 2010, Sandoz has terminated local and global development activities in Buenos Aires, Argentina, in the wake of the successful integration of EBEWE Pharma into Sandoz and the creation of a new global Center of Excellence for Oncology Injectables (including development activities), based at Unterach, Austria.

        In 2010, Sandoz invested $658 million ($618 million excluding impairment and amortization charges) in product development, which amounted to 8% of the division's net sales. Sandoz invested $613 million ($603 million excluding impairment and amortization charges) and $667 million ($643 million excluding impairment and amortization charges) in product development in 2009 and 2008 respectively.


Regulation

        The Hatch-Waxman Act in the US (and similar legislation in the EU and in other countries) eliminated the requirement that generic pharmaceutical manufacturers repeat the extensive clinical trials required for originator products, so long as the generic version could be shown in bioavailability studies to be of identical quality and purity, and to be biologically equivalent to the reference product.

        In the US, the decision whether a generic pharmaceutical is bioequivalent to the original branded product is made by the FDA based on an Abbreviated New Drug Application (ANDA) filed by the generic product's manufacturer. The process typically takes approximately 18 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

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ingredients. In addition, the Hatch-Waxman Act requires a generic manufacturer to certify in certain situations that the generic product does not infringe on any current applicable patents on the product held by the innovator, or to certify that such patents are invalid or the product is non-infringing. This certification often results in a patent infringement lawsuit being brought by the patent holder 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 product in order to allow the parties to resolve the intellectual property issues. For generic applicants who are the 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, generic applicants must 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 the granting of a marketing authorization are made either by the EMA under the Centralized Procedure, or by a single Member State under the national or decentralized procedure. See "—Pharmaceuticals—Regulation—European Union." Companies may submit Abridged Applications for approval of a generic medicinal product based upon its "essential similarity" to a medicinal product authorized and marketed in the EU following the expiration of the product's data exclusivity period. In such cases, the generic company is able to submit its Abridged Application based on the data submitted by the medicine's innovator, without the need to conduct extensive Phase III clinical trials of its own. For all products that received a marketing authorization in the EU after late 2005, the Abridged Application can be submitted throughout the EU. However, the data submitted by the innovator in support of its application for a marketing authorization for the reference product will be protected for ten years after the first grant of marketing authorization in all Member States, and can be extended for an additional year if a further innovative indication has been authorized for that product, based on pre-clinical and clinical trials filed by the innovator that show a significant clinical benefit in comparison to the existing therapies.


Intellectual Property

        Wherever possible, our generic 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 also cover the processes for manufacturing a product, including processes for manufacturing intermediate substances used in the manufacture of the products. Patents also may 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 significant 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.


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 consumers, as well as pets and livestock. The business of Consumer Health is conducted by a number of affiliated companies throughout the world. The Consumer Health Division consists of the following three business units:

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        Each business unit has its own research, development, manufacturing, distribution and selling capabilities. However, none are material enough to the Group to be separately disclosed as a segment. As of December 31, 2010, the affiliates of our Consumer Health Division employed 13,136 full-time equivalent associates worldwide. In 2010, the affiliates of our Consumer Health Division achieved consolidated net sales of $6.2 billion, which represented 12% of the Group's total net sales.

        Our Consumer Health Division places considerable emphasis on the development of strong, consumer-oriented and trustworthy brands. 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 needs and desires of consumers.

        In the dynamic world of consumer healthcare, consumers are becoming more knowledgeable about health and the benefits of self-medication. The success of each business unit depends upon its ability to anticipate and meet the needs of consumers and health professionals worldwide.

        The following is a description of the three Consumer Health Division Business Units:

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Principal Markets

        The principal markets for the Consumer Health Division are the US and Europe. The following table sets forth the aggregate 2010 net sales of the Consumer Health Division by region:

Consumer Health
  2010 Net Sales to
third parties
 
 
  $ millions
  %
 

United States

    2,006     32  

Americas (except the United States)

    555     9  

Europe

    2,624     42  

Rest of the World

    1,019     17  
           

Total net sales

    6,204     100  
           

        Sales of our OTC Business Unit are marked by a high degree of seasonality, with our cough, cold and allergy brands significantly affected by the timing and severity of the annual cold and flu and allergy seasons. Sales of our Animal Health Business Unit's livestock segment can also fluctuate seasonally, and can be significantly affected by climatic and economic conditions, or by changing health or reproduction rates of animal populations. Sales of most of our other products are not subject to material changes in seasonal demand.


Production

        OTC: Products for our OTC Business Unit are produced by the business unit's own plants, strategic third-party suppliers 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; Humacao, Puerto Rico; and Jamshoro, Pakistan.

        Animal Health: Approximately 80% of our production volume is manufactured by third parties and Novartis affiliates in other divisions or 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; Charlottetown, Canada; and Huningue, France.

        CIBA Vision: CIBA Vision has major production facilities in Batam, Indonesia; Duluth, Georgia; Des Plaines, Illinois; Grosswallstadt, Germany; Cidra, Puerto Rico; Singapore; Johor, Malaysia; and Mississauga, Canada.

        While production practices may vary from business unit to business unit, we generally obtain our raw materials, intermediates and active ingredients from suppliers around the world. The raw materials, intermediates and active ingredients 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. We also proactively monitor markets and developments that could have an adverse effect on the supply of essential materials. All raw materials we purchase must comply with our quality standards.

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        The goal of our supply chain strategy is to produce and distribute high quality products efficiently. The manufacture of our products is heavily regulated by governmental health authorities around the world, including the FDA. Like our competitors, our Consumer Health Division has faced manufacturing issues, and has received Warning Letters relating to such manufacturing issues. For example, in December 2010, a CIBA Vision manufacturing facility in Cidra, Puerto Rico received a Warning Letter from the FDA, primarily as a result of questions involving the testing methods used for certain contact lenses manufactured there. As a result, CIBA Vision recalled the product. An action plan is under development and will be presented to the FDA. However, there can be no guarantee of the outcome of this matter.

        In addition to regulatory requirements, many of our products involve technically complex manufacturing processes or require a supply of highly specialized raw materials. For some products and raw materials, we may also rely on a single source of supply.

        We have implemented a global manufacturing strategy to maximize business continuity in case of such events or other unforeseen catastrophic events. However, there can be no guarantee that we will be able to successfully manage such issues when they arise.


Marketing and Sales

        OTC: OTC aims to be a leading global participant in fulfilling the needs of patients and consumers for self-medication healthcare. Strong, leading brands and products, innovation led by a worldwide research and development organization, and in-house marketing and sales organizations are key strengths in pursuing this objective. We engage in general public relations activities, including media advertisements, brand websites and other direct advertisements of brands, to the extent permitted by law in each country. We distribute our products through various channels such as pharmacies, food, drug and mass retail outlets.

        Animal Health: Animal Health's products are mostly prescription-only treatments for both farm and companion animals. The major distribution channel is veterinarians, either directly or through wholesalers of veterinary products. Primary marketing efforts are targeted at veterinarians using such marketing tools as targeted personal selling, printed materials, direct mail, advertisements, articles in the veterinary specialty press, and conferences and educational events for veterinarians. In addition, we engage in general public relations activities and media advertising, including brand websites and other direct advertisements of brands, to the extent permitted by law in each country.

        CIBA Vision: In most countries, contact lenses are available only by prescription. CIBA Vision lenses can be purchased from eye care professionals, optical chains and large retailers, subject to country regulation. CIBA Vision's lens care products can be found in major drug, food, mass merchandising and optical retail chains globally, subject to country regulations. In addition, mail order and Internet sales of contact lenses are becoming increasingly important channels in major markets worldwide.


Competition

        The global market for products of the type sold by our Consumer Health Division is highly competitive, and we compete against other major international corporations with substantial financial and other resources. 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. Particularly in the US, our branded OTC products compete against "store brand" products that are made with the same active ingredients as ours. These products do not carry our trusted brand names, but they also do not carry the burden of the expensive advertising and marketing which helped to establish a demand for the product. As a result, the store brands may be sold at lower prices. In recent years, consumers have increasingly begun to purchase store brand OTC products instead of branded products.

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Research and Development

        OTC: In OTC, the focus of research and development activities is primarily on dermatology, analgesics, cough/cold/respiratory, gastrointestinal, 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.

        Animal Health: Novartis Animal Health has dedicated research and development facilities in Switzerland, North America and Australia. The main focus for research is identification of potential new parasiticides and therapeutics in key areas of internal medicine. In addition, in the US and Canada, we devote resources to the quest for new vaccines for farm animals and cultivated fish. Also, our researchers exploit synergy with other Novartis businesses and collaborate with external partners to develop veterinary therapeutics and vaccines. Drug delivery projects, some in collaboration with external partners, concentrate on key treatment areas and aim to improve efficacy and ease of use.

        CIBA Vision: CIBA Vision invests substantially in internal research and development operations, which yield new chemistries, lens designs and surfaces, and processing technologies. These resources are complemented by licensing agreements and joint research and development partnerships with third parties. For contact lenses our key focus is in: daily disposable lenses, weekly and monthly silicone hydrogel lenses and other innovative products, such as lenses for myopia control. In lens care, our development efforts focus on lens care solutions that complement silicone hydrogel contact lenses, and provide the safety, disinfecting and cleaning power needed to help maintain ocular health.

        In 2010, the Consumer Health Division invested $359 million in research and development, which amounted to 6% of the division's net sales. Our Consumer Health Division invested $346 million ($345 million excluding amortization charges) and $313 million ($312 million excluding amortization charges) in research and development in 2009 and 2008 respectively.


Regulation

        OTC: For OTC products, the primary 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 of the applicable health authority. See "—Pharmaceuticals—Regulation." In the US, in addition to the NDA process, which also is 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 Drug Review. In the OTC Drug Review, the FDA has established, 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. These processes do not apply outside the US. Outside the US, countries have their own regulatory processes for approving or allowing the sale of pharmaceutical products, including prescription, OTC, and switching from prescription to OTC status. These processes vary from country to country.

        Animal Health: 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 target animal and user safety, environmental fate and toxicology, efficacy in laboratory and clinical studies, information on manufacturing, quality control and labeling as well as on residues and food safety if applied to food-producing animals. 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, and vaccines are under the control of the US Department of Agriculture. In the EU,

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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, Mutual Recognition Procedure or the Decentralized Procedure. See "—Pharmaceuticals—Regulation."

        CIBA Vision: Contact lenses and lens care products are regulated as medical devices in the US, the EU and the majority of other regulated countries. In the US, extended wear contact lenses are considered Class III devices, for which a PMA application is submitted to FDA. Daily wear lenses and lens care products are considered Class II devices for which the manufacturer must submit a Premarket Notification 510(k) application. See "—Vaccines and Diagnostics—Regulation."


Intellectual Property

        Our Consumer Health businesses are strongly brand-oriented. As a result, 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.

        Our Consumer Health businesses also sell 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.

        In addition, see "Item 18. Financial Statements—note 20" for a description of patent litigation involving the CIBA Vision Business Unit of our Consumer Health Division.


4.C Organizational Structure

        See "Item 4. Information on the Company—4.A History and Development of Novartis," and "Item 4. Information on the Company—4.B Business Overview—Overview."


4.D Property, Plants and Equipment

        Our principal executive offices are located in Basel, Switzerland. Our divisions and business units operate through a number of affiliates having offices, research facilities and production sites throughout the world.

        We generally own our facilities. However, some sites 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. We believe that our production plants and research facilities are well maintained and generally adequate to meet our needs for the foreseeable future.

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        The following table sets forth our major production and research facilities. For information regarding Alcon, see Alcon's 20-F at Item 4.D.

Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Major Production facilities:        
 
Pharmaceuticals        

Ringaskiddy, Ireland

 

60,000

 

Drug substances, intermediates
 
Grimsby, UK   64,000   Drug substances, intermediates
 
Stein, Switzerland   130,000   Steriles, ampules, vials, tablets, capsules, transdermals
 
Basel, Switzerland—Klybeck   11,000   Drug substances, intermediates
 
Basel, Switzerland—Schweizerhalle   26,000   Drug substances, intermediates
 
Basel, Switzerland—St. Johann   28,000   Drug substances, intermediates, biopharmaceutical drug substance
 
Torre, Italy   52,000   Tablets, drug substance intermediates
 
Changshu, China   56,000   Drug substances, intermediates
 
Vacaville, California   6,300   biopharmaceutical drug substances
 
Suffern, NY   55,000   Tablets, capsules, transdermals, vials
 
Kurtkoy, Turkey   52,000   Tablets, capsules, effervescents
 
Horsham, UK   17,000   Tablets, capsules
 
Sasayama, Japan   26,000   Tablets, capsules, dry syrups, suppositories, creams, powders
 
Huningue, France   44,000   Suppositories, liquids, solutions, suspensions, biopharmaceutical drug substances
 
Cairo, Egypt   47,000   Tablets, creams, liquids, steriles
 
Taipi, Mexico   10,000   Tablets, creams, ointments
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Singapore   29,000   Bulk tablets
 
Wehr, Germany   24,000   Tablets, creams, ointments
 
Barbera, Spain   24,000   Tablets, capsules
 
Resende, Brazil   16,000   Drug substances, intermediates
 
Chang Ping, China   16,000   Tablets, capsules, gel
 
Vaccines and Diagnostics        

Holly Springs, NC

 

130,000

 

Vaccines and adjuvant
 
Emeryville, CA   99,000
(production and R&D facilities; includes Pharmaceuticals facilities)
  Vaccines and blood testing
 
Siena/Rosia, Italy   97,000
(production and R&D facilities)
  Vaccines
 
Liverpool, UK   49,000   Vaccines
 
Marburg, Germany   93,000
(production and R&D facilities)
  Vaccines and adjuvant
 
Ankleshwar, India   11,000   Vaccines
 
Sandoz        

Taboão da Serra, Brazil

 

501,000

 

Capsules, tablets, syrups, suspensions, drop solutions
 
Kundl and Schaftenau, Austria   449,000
(production and R&D facilities)
  Biotech products, intermediates, active drug substances, final steps (finished pharmaceuticals)
 
Menges, Slovenia   131,000
(production and R&D facilities)
  Biotech products and active drug substances
 
Barleben, Germany   95,000   Broad range of finished dosage forms
 
Ljubljana, Slovenia   83,000
(production and R&D facilities)
  Broad range of finished dosage forms
 
Broomfield, CO   60,000   Broad range of finished dosage forms
 
Kalwe, India   47,000   Broad range of finished dosage forms
 
Mahad, India   43,000   Active drug substances
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Gebze, Turkey   42,000   Broad range of finished dosage forms
 
Cambé, Brazil   32,000   Broad range of finished dosage forms
 
Wilson, NC   31,000   Broad range of finished dosage forms
 
Rudolstadt, Germany   37,000
(production and R&D facilities)
  Inhalation technology, ophthalmics and nasal products
 
Stryków, Poland   20,000   Broad range of finished dosage forms
 
Kolshet, India   20,000
(production and R&D facilities)
  Generic pharmaceuticals
 
Boucherville, Canada   14,000
(production and R&D facilities)
  Injectable products
 
Holzkirchen, Germany   17,000 (production and R&D facilities)   Oral dispersible films, transdermal delivery systems, reservoir and matrix patches
 
Unterach, Austria   15,000 (production and R&D facilities)   Oncology injectables
 
Consumer Health        
 
OTC

 

 

 

 

Lincoln, NE

 

46,000
(production and R&D facilities)

 

Tablets, liquids, creams, ointments, capsules, patches
 
Nyon, Switzerland   15,000
(production and R&D facilities)
  Liquids and creams
 
Humacao, Puerto Rico   13,000   Tablets, capsules, medicated chocolates, softgels and Thin Strips
 
Jamshoro, Pakistan   24,000   Tablets, liquids, creams
 
  Animal Health        

Wusi Farm, China

 

39,000

 

Insecticides, antibacterials, acaricides, powders
 
Larchwood, IA   13,000
(production and R&D facilities)
  Veterinary immunologicals
 
Dundee, UK   11,000   Liquids
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Braintree, UK   6,000   Veterinary immunologicals
 
Huningue, France   5,000   Formulation and packaging of tablets, creams, ointments, suspensions and liquids
 
Charlottetown, Canada   5,000   Veterinary immunologicals for aquaculture
 
  CIBA Vision        

Johor, Malaysia

 

35,000

 

Contact lenses
 
Duluth, GA   34,000   Contact lenses
 
Grosswallstadt, Germany   37,000   Contact lenses
 
Pulau Batam, Indonesia   27,000   Contact lenses
 
Des Plaines, IL   27,000   Contact lenses
 
Singapore   19,000   Contact lenses
 
Cidra, Puerto Rico   6,000   Contact lenses
 
Mississauga, Canada   15,000   Lens care products
 

Major Research and Development Facilities:

 

 

 

 
 
Pharmaceuticals        

East Hanover, NJ

 

177,000

 

General pharmaceutical products
 
Basel, Switzerland—St. Johann   150,000   General pharmaceutical products
 
Basel, Switzerland—Klybeck   140,000   General pharmaceutical products
 
Cambridge, MA   116,000   General pharmaceutical products
 
Horsham, UK   38,000   Respiratory and nervous system diseases
 
Emeryville, CA   (included in Vaccines and Diagnostics facilities)   Oncology
 
Shanghai, China   5,000   Oncology
 
Vaccines and Diagnostics        

Emeryville, CA

 

99,000
(production and R&D facilities; includes Pharmaceuticals facilities)

 

Vaccines and blood testing
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Siena/Rosia, Italy   97,000
(production and R&D facilities)
  Vaccines
 
Marburg, Germany   45,000
(production and R&D facilities)
  Vaccines
 
Cambridge, MA   9,000   Vaccines
 
Sandoz        

Kundl and Schaftenau, Austria

 

449,000
(production and R&D facilities)

 

Biotech processes, pharmaceutical technologies
 
Menges, Slovenia   131,000
(production and R&D facilities)
  Biotech products and active drug substances
 
Ljubljana, Slovenia   83,000
(production and R&D facilities)
  Broad range of oral sterile finished dosage forms and new delivery systems
 
East Hanover, NJ   6,000   Broad range of finished dosage forms
 
Rudolstadt, Germany   37,000 (production and R&D facilities)   Finished dosage forms for inhalation and ophthalmics
 
Holzkirchen, Germany   17,000 (production and R&D facilities)   Broad range of dosage forms, including implants and transdermal therapeutic systems
 
Boucherville, Canada   14,000
(production and R&D facilities)
  Injectable and ophthalmic products
 
Kolshet, India   20,000
(production and R&D facilities)
  Generic pharmaceuticals
 
Unterach, Austria   15,000 (production and R&D facilities)   Oncology injectables
 
Consumer Health        
 
OTC

 

 

 

 

Lincoln, NE

 

46,400
(production and R&D facilities)

 

Tablets, capsules, liquids, ointments, creams and high potent compounds
 
Nyon, Switzerland   15,000
(production and R&D facilities)
  Over-the-counter medicine products
 

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Location/Division or Business Unit
  Size of Site (in square meters)
  Major Activity
 
Thane, India   2,000
(R&D facilities)
  Tablets, capsules, powders, creams, ointments, oral liquids
 
  Animal Health        

St. Aubin, Switzerland

 

26,000

 

Parasiticides, therapeutics for companion and farm animals
 
Larchwood, IA   13,000
(production and R&D facilities)
  Veterinary vaccines
 
Yarrandoo, Australia   3,000   Animal Health products
 
Victoria, Canada   3,000   Aquaculture vaccines
 
Basel, Switzerland   2,000   Animal Health products
 
  CIBA Vision        

Duluth, GA

 

10,000

 

Vision-related medical devices
 
Grosswallstadt, Germany   3,000   Vision-related medical devices
 
Singapore   350   Vision-related medical devices
 

        Substantial progress has been made in the long-term redevelopment of our St. Johann headquarters site in Basel, Switzerland. This project, called "Campus," was started in 2001 with the aim of transforming the site into a center of knowledge with a primary emphasis on international corporate functions and research activities. At that time, changes needed to be made to the Campus, since the site had originally been designed primarily for pharmaceuticals production, but Research and Development had come to account for a greater proportion of our activities at the site. Through December 31, 2010, the total amount paid and committed to be paid on the Campus Project was $1.9 billion. We expect that, through 2015, we will spend more than $2.6 billion on the Campus and to transfer production facilities from the Campus to other sites in the Basel region. We intend to fund these expenditures from internally developed resources.

        In 2007, NIBR opened a start-up facility for our new R&D center in Shanghai, China (CNIBR). In 2008, we broke ground on Phase 1 of a new facility that was originally to be home to approximately 400 R&D scientists and approximately 400 other Pharmaceuticals Division personnel. In 2009, we announced that we would expand the scope of the site and invest $1 billion over the next five years to increase the size of CNIBR so that it would become the largest pharmaceutical research and development institute in China, and the third largest Novartis research institute worldwide. Based on a re-evaluation of the site conducted in 2010, the current Phase 1 has been extended by two buildings to fulfill the requirements for the cross-divisional Shanghai campus to house 800 offices and 400 laboratory work places. Through December 31, 2010, the total amount paid and committed to be paid on the CNIBR Project is $82 million.

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        In June 2008, the Vaccines and Diagnostics Division broke ground on a new rabies and tick-borne encephalitis manufacturing facility in Marburg, Germany which is expected to require a total investment of approximately $240 million. Construction is proceeding and the facility is anticipated to open in 2012. As of December 31, 2010, the total amount paid and committed to be paid on this project was $227 million.

        In November 2009, the Vaccines and Diagnostics Division opened the division's new cell culture-based influenza vaccine manufacturing site in Holly Springs, North Carolina. As of December 31, 2010, the total amount spent on the project was $444 million, net of grants reimbursed by the US government. The total investment in this new facility is expected to be least $900 million, partly supported by grants from the US government and prior investments in flu cell culture technologies at the Novartis Vaccines site in Marburg, Germany.

        In September 2009, the Vaccines and Diagnostics Division set the cornerstone for a new vaccine manufacturing facility in Goiana, in the Pernambuco region of Brazil. The manufacturing plant is part of Novartis Vaccines' strategy to enter the Brazilian market, and is aligned with the government's goal to become self-sufficient in vaccine production. Our total investment in the facility is expected to be approximately $300 million. The technical start up of the facility is planned for the end of 2014. Through December 31, 2010, the total amount paid and committed to be paid on this project is $1 million.

        In December 2010, Novartis announced the signing of a Memorandum of Understanding, confirming its intention to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, Russia. Construction is scheduled to start in 2011 and the plant is expected to produce approximately 1.5 billion units per year (oral solid dosage forms), of which the majority is anticipated to be generic products. Total Novartis Group investment in the plant is expected to be approximately $140 million.


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 could require remediation of contaminated soil and groundwater. Under certain laws, we may be required to remediate contamination at third party sites, or at certain of our properties regardless of whether the contamination was caused by us, or by previous occupants of the property.

        See also "Item 3. Key Information—Risk Factors—Environmental liabilities may impact our results of operations" and "Item 18. Financial Statements—note 20."

Item 4A.    Unresolved Staff Comments

Not applicable

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Item 5.    Operating and Financial Review and Prospects


5.A    Operating Results

        This operating and financial review should be read together with the Group's consolidated financial statements in this Form 20-F which have been prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB).


OVERVIEW

        Novartis provides healthcare solutions that address the evolving needs of patients and societies worldwide. Our portfolio includes innovative medicines, preventive vaccines and diagnostic tools, generic pharmaceuticals and consumer health products. Novartis is the only company to have leadership positions in each of these areas.

        The Group's businesses are organized in four global operating divisions:

        In addition, the Group's healthcare portfolio is complemented by its 77% ownership of Alcon, Inc. (Alcon), which discovers and develops innovative eye care products to improve the quality of life by helping people see better. On December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions. The merger is currently expected to be completed during the first half of 2011. Following the expected successful completion of the merger, Alcon is planned to be established as a new Novartis division that will include CIBA Vision and selected ophthalmic medicines.

        Novartis has leadership positions in each of these businesses, giving us the capacity to address customer and patient needs across segments of the healthcare marketplace. We believe that our ability to innovate in all these segments will allow us to tailor our portfolio in response to market opportunities, and will enable Novartis to continue as an industry leader.

        Headquartered in Basel, Switzerland, the Group employed approximately 119,000 full-time equivalent associates as of December 31, 2010 (including Alcon), with operations in more than 140 countries around the world.


FACTORS AFFECTING RESULTS OF OPERATIONS

        A number of key factors influence the Group's results of operations and the development of our businesses.

        The fundamentals of the healthcare industry remain robust due to long-term demographic and socioeconomic trends worldwide. Both in industrialized countries and emerging markets, the aging of the population, together with sedentary lifestyles and poor nutrition, are producing a rising incidence of chronic diseases. These and other factors, including greater demand for medical care in emerging markets, are prompting greater use of medicines and other healthcare products. Consistent investments in innovation and advancing technologies also are supporting the development of new medicines to better treat many diseases.

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        At the same time, other factors have created a business environment that has increased risks. The growing burden of healthcare costs as a percentage of Gross Domestic Product (GDP) in many countries has led governments and payors to focus on controlling spending ever more tightly, including through price reductions on our products and greater use of generic drugs. In addition, greater emphasis on safety by government regulators has made securing approvals for new drugs increasingly difficult.

        We believe that Novartis is strategically well-positioned to operate successfully in this evolving landscape. We expect that our broad, focused portfolio, our capacity to innovate resulting in a rich pipeline of new medicines, and our established presence across regions should enable us to grow and change along with the healthcare marketplace.


Fundamental Drivers Remain Strong

        Long-term trends in the composition and behavior of the worldwide population are fueling access to and demand for healthcare. The global population is becoming older, rapid economic development in the emerging markets is fueling demand for greater healthcare as lifestyles are becoming less active, and chronic diseases are becoming increasingly common. In addition, scientific advances continue to open new frontiers in patient treatment, creating major opportunities for improved care. These trends are expected to sustain steady growth in the healthcare market overall in the coming years, and to drive accelerating growth in key segments.

An Aging Global Population

        Scientific advances in treating diseases and increased access to healthcare worldwide have enabled people across the globe to enjoy longer and healthier lives. The rise in life expectancy is coincident with a decline in birth rates, increasing the proportion of the elderly around the world. Over the next decade, there is expected to be a 75% increase in the number of people over the age of 60 and by 2040, there are expected to be twice as many people in the developed world over the age of 60 as there will be under 15. The proportion of the elderly is growing even faster in the developing world; according to the United Nations, in China the ratio of people over 60 to the rest of the population is projected to rise by more than 15% annually until 2040.

        As the global population ages, there will continue to be an accelerating need for treatments for the diseases and conditions that disproportionately afflict the elderly. Novartis has many such products in its portfolio, including innovative offerings for the treatment of cancer, neurodegenerative diseases, ophthalmological diseases, and cardiovascular conditions.

Growth of Emerging Markets

        The growing prosperity of the developing world is expected to accelerate in the coming years. It is estimated that by 2030 emerging markets will account for 60% of global GDP. This economic growth is greatly expanding access to healthcare in these geographies. In India, for example, rising income is fueling the purchase of insurance coverage, and it is estimated that approximately 220 million people will have coverage by 2015. Further, economic studies have shown that once a country's GDP reaches a certain level, its healthcare spending usually accelerates. IMS Health, a leading provider of industry data, estimates that key emerging healthcare markets—including markets such as Brazil, China, India, Mexico, Russia, South Korea and Turkey—will grow 14% to 17% per year through 2014, while developed markets will likely grow only 3% to 6% over the same period. According to IMS Health, by 2013, China is expected to become the third largest prescription drug market behind the United States and Japan. The healthcare needs of emerging markets are also evolving to more closely match their counterparts in the developed world. Cancer is now a bigger killer in developing countries than tuberculosis, malaria and AIDS combined, and chronic diseases are increasingly replacing infectious diseases as the most urgent healthcare issue.

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        In order to meet the healthcare needs of their citizens, many governments of developing countries are significantly increasing their healthcare spending. For instance, in 2009, 70% of China's 1.3 billion people were uninsured. In response, the Chinese government launched an ambitious, $124 billion effort to provide insurance coverage to approximately 90% of its population by 2011. The Russian government recently pledged $10 billion to reform its healthcare system, and Pharmexpert, a leading Russian market research firm, forecasts that if current trends continue, the Russian pharmaceutical industry/market will exceed $60 billion by the end of the decade.

        At a time of slowing pharmaceutical sales growth in many industrialized countries, this expansion in many emerging markets has led to higher sales growth rates and an increasing contribution to the industry's global performance. The recent government investments in healthcare in key emerging markets can be expected to increase the healthcare industry's opportunities in such markets. As a result we expect that, in the long term, success in our industry will increasingly depend on the ability to meet not only the needs of patients in developed markets, but also those of patients in emerging markets all over the world.

        Many of these emerging markets have little, if any, distinction between pharmaceuticals, OTC and generic products. Given the Group's portfolio, Novartis has an advantage in such markets. We have the ability to offer a broad spectrum of medicines to treat various diseases and we have launched initiatives to take better advantage of growth opportunities. As a result, emerging markets and other markets excluding the US, Europe and Japan accounted for approximately 25% of Group net sales in 2010, and they are expected to make increasingly significant contributions to future results of operations.

Lifestyle Changes Boost Prevalence of Chronic Illnesses

        The global healthcare community has had success over the last decade reducing the rates of infectious diseases such as malaria and tuberculosis. Increasingly, chronic diseases are being identified as a key threat to global health. As a result of the aging of the global population, increased rates of obesity, and habits such as cigarette smoking, chronic diseases—including cardiovascular disease, diabetes, glaucoma and chronic respiratory diseases—now account for 60% of deaths around the world. Chronic obstructive pulmonary disease (COPD) alone affects more than 200 million people worldwide, and is projected to become the world's third-leading cause of death by the end of this decade.

        Once considered a problem only in wealthy countries, due to economic growth and shifting nutritional habits, the prevalence of people who are overweight or are obese is dramatically increasing in low- and middle-income countries, as reported by the World Health Organization (WHO) in a 2006 study. In fact, there are now more obese people in the world than there are malnourished people, and the WHO ranks obesity as the world's largest public health problem. Obesity rates are rising among both children and adults, in the developed world and in developing economies. One study conducted by Tulane University in the United States estimated that by 2030, the majority of the world's population will be overweight or obese. Obesity and inactive lifestyles are important risk factors for diabetes, cardiovascular conditions and other serious diseases, including cancer. Novartis offers many products to help address the needs of patients with these diseases and other chronic diseases, and plans to continue to make significant investments in new treatments to address this growing health threat.

Scientific Advances Opening New Opportunities for Targeted Therapies

        Ongoing developments in technology and advances in scientific understanding, particularly around the human genome, are laying the foundation for the creation of new treatments for medical conditions for which current treatment options are inadequate or non-existent. Further, we are gaining a greater capability to identify the specific biological factors, called "biomarkers," that indicate whether or not a given drug will be effective for a particular patient. It is estimated that up to 95% of the variability in drug response may be due to genetic differences. Effectively pairing treatments and genetic biomarkers has tremendous potential both in terms of patient health and healthcare savings.

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        The science of biomarkers is just one element of a larger industry trend towards what is called "personalized medicine." The emphasis of personalized medicine is on finding the most appropriate treatment for an individual patient. Personalized medicine is expected to be a major growth driver for the industry, with the market expected to quadruple in size over the next five years, growing to approximately $160 billion.

        The principle of "following the science" forms the basis of the Novartis approach to research and development. We employ state-of-the-art technology in order to achieve an understanding of the mechanism of diseases within the body, and then use this understanding as the basis for the development of targeted therapies, a number of which have already been brought to market. In addition, consistent with our science-focused strategy, Novartis has developed a unit within our Pharmaceuticals Division to refine the diagnostic tools made possible by personalized medicine with a goal of capitalizing on the commercial opportunities they represent.


Increasingly Challenging Business Environment

        The increasing demand for healthcare worldwide and the advances of science offer healthcare companies opportunities for growth and to help improve patient outcomes. However, the operating environment for healthcare companies has become increasingly challenging. The recent global financial crisis coupled with rising demands on healthcare systems have led to a renewed focus on cost containment by governments and payors across the globe. Research and development of new products has been made more complicated and costly due to high levels of regulatory and safety scrutiny. In addition, the industry faces the continued expiration of patents and the growing market prominence of generic products, which represents a significant challenge to our Pharmaceuticals Division.

Increased Pressure to contain Healthcare Spending

        The growth of overall healthcare costs as a percentage of GDP in many countries means that governments and payors are under intense pressure to control spending even more tightly. These pressures are particularly strong given the lingering effects of the recent global economic and financial crisis, including the ongoing debt crisis in certain countries in Europe. As a result, our businesses and the healthcare industry in general are operating in an ever more challenging environment with very significant pricing pressures. These ongoing pressures affect all of our businesses that rely on reimbursement—including Pharmaceuticals, Sandoz, Vaccines and Diagnostics—and involve government imposed industry-wide price reductions, mandatory pricing systems, reference pricing initiatives, an increase in imports of drugs from lower-cost countries to higher-cost countries, shifting of the payment burden to patients through higher co-payments, limiting physicians' ability to choose among competing medicines, mandatory substitution of generic drugs, and growing pressure on physicians to reduce the prescribing of patented prescription medicines.

        As a result of such measures, we faced downward pricing pressures on our branded and generic drugs in many countries in 2010. For example, Greece imposed temporary price cuts of 3% to 27%. Germany increased the required rebate for certain products from 6% to 16%. Turkey imposed a discount on certain products of 11% to 23%. And Spain imposed a discount of 7.5% on branded drugs and a discount of 25% on generic drugs.

        We expect these pressures to continue in 2011 as healthcare payors around the globe—in particular government-controlled health authorities, insurance companies and managed care organizations—step up initiatives to reduce the overall cost of healthcare.

Increasing Regulatory, Safety Hurdles

        Our ability to continue to grow our business and to replace sales lost due to the end of market exclusivity depends upon the success of our research and development activities in identifying and

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developing high-potential breakthrough products that address unmet needs, are accepted by regulators, patients and physicians, and are reimbursed by payors. Developing new pharmaceutical, biologic and vaccine products and bringing them to market, however, is a highly costly, lengthy and uncertain process. Following several widely publicized issues in recent years, health regulators are increasingly focusing on product safety. In addition, authorities have paid increased attention to the risk/benefit profile of pharmaceutical products with an increasing emphasis on product safety and the value-add of products. These developments have led to requests for more clinical trial data, for the inclusion of a significantly higher number of patients in clinical trials, and for more detailed analysis of the trials. As a result, the already lengthy and expensive process of obtaining regulatory approvals for pharmaceutical products has become even more challenging.

        The post-approval regulatory burden on pharmaceutical companies has also been growing. Approved drugs have increasingly been subject to requirements such as Risk Evaluation and Mitigation Strategies (REMS), Risk Management Plans, comparative effectiveness studies, Health Technology Assessments, and requirements to conduct post-approval Phase IV clinical trials to gather detailed safety and other data on products. These requirements make the maintenance of regulatory approvals and achieving reimbursement for our products increasingly expensive, and further heighten the risk of recalls, product withdrawals, or loss of market share. Going forward, we expect that there will be even greater regulatory attention to minimizing risk and to maximizing benefit on the level of the individual patient.

        While Novartis continues to be an industry leader in approvals, similar to our industry peers we have been required by health authorities to conduct additional clinical trials, and to submit additional analyses of our data in order to obtain product approvals. We have had REMS and other such requirements imposed as a condition of approval of our new drugs. These have increased our costs of, and caused delays in obtaining approvals of new products, and have created a risk that safe and efficacious products will not be approved, or will be removed from the market after previously having been approved. Novartis aims to counter such challenges through our focus on quality and innovation, and through our emphasis on understanding disease pathways, which we believe will enable us to continue to bring differentiated new medicines to the market that effectively address patients' unmet medical needs.

Patent Expirations and Generic Competition Pressure the Pharmaceutical Industry

        The pharmaceutical industry faces an unprecedented level of patent expirations in the coming years, a primary factor cited by experts as limiting industry growth. For the industry as a whole, the introduction of new products is not expected to generate the same magnitude of industry sales as the products losing market exclusivity.

        The ability to successfully secure and defend intellectual property rights is important to the Pharmaceuticals Division. The loss of exclusivity for one or more important products—due to patent expiration, generic challenges, competition from new branded products, or changes in regulatory status—could have a material negative impact on the Group's results of operations. Novartis takes legally permissible steps to defend its intellectual property rights, including initiating patent infringement lawsuits against generic drug manufacturers.

        Some of our best-selling products are expected to face significant competition beginning as early as this year due to the end of market exclusivity resulting from the expiry of patent protection.

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        We plan to replace revenue lost from such products with revenue from our recently launched products (products launched since 2007 comprised 21% of our sales in 2010). Nevertheless, the loss of sales from key products remains a major challenge to our business.

Legal Proceedings may have a significant negative Effect on Results of Operations

        In recent years, there has been a trend of increasing litigation against the industries of which we are a part, especially in the US. A number of our subsidiaries are, and will likely continue to be, subject to various legal proceedings that arise from time to time. As a result, we may become subject to substantial liabilities that may not be covered by insurance. Litigation is inherently unpredictable, and large verdicts can occur. As a consequence, we may in the future incur judgments or enter into settlements of claims that may have a material adverse effect on our results of operations or cash flows.

        Governments and regulatory authorities have been stepping up their compliance and law enforcement activities in recent years in key areas, including corruption, marketing practices, antitrust and trade sanctions. Our businesses have been subject to significant civil litigation as well as governmental investigations and information requests by regulatory authorities. For further information on various legal proceedings, see "Item 18. Financial statements—note 20".


Novartis Strategies for Sustainable Growth

        Novartis believes it has an excellent portfolio to address the demands of the fast-changing healthcare environment. In addition, we are implementing longer-term strategic initiatives focusing on our key priorities of innovation, growth and productivity in order to make our growth sustainable.

The Novartis Growth Strategy: Focused Diversification

        The Novartis portfolio of healthcare businesses gives us a strong position to meet many of the needs of customers and patients in today's healthcare marketplace. Sustained growth in the industry requires the capacity to adapt to changing and expanding markets, to collaborate with industry stakeholders, and to deliver new treatments based on new medical advancements that improve patient health. We believe that Novartis has both the scope and innovative capacity to deliver this in many attractive segments of the healthcare market globally.

        Novartis maintains a leadership position in developing and delivering prescription medicines (Pharmaceuticals), preventative vaccines and diagnostic tools (Vaccines and Diagnostics), complex, differentiated generics and biosimilars (Sandoz), as well as market-leading over-the-counter offerings, medicines for animals, and consumer eye care products (Consumer Health). In addition, through Alcon, we have acquired a leading presence in the dynamic eyecare market. As a consequence, Novartis is not dependent for growth on any one product, region, or market. Our growth is sustained by our strong position in diverse market segments, with a focus on the areas of greatest customer and patient need.

        Despite governmental pressure on prices and generic competition, the healthcare landscape continues to offer growth opportunities. We believe that the Novartis portfolio will allow us to continue to grow, and to improve healthcare outcomes for patients across treatment categories all over the world.

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Pharmaceuticals: Expanding a Pipeline of Innovative Medicines

        Novartis has developed innovative medicines for the treatment of cancer, cardiovascular disease, and neurological conditions, to name a few. Yet urgent patient need remains, as many diseases and conditions lack effective treatments, or any treatment at all. In addition, the aging of the global population and the worldwide acceleration in the incidence of chronic disease and obesity have created new urgency for treatments of conditions such as chronic respiratory conditions, hypertension and diabetes.

        Novartis Pharmaceuticals continues to invest in a robust pipeline of promising new medicines to meet the needs of the global patient population. We have led the industry in approvals of new molecular entities in the US and EU over the last several years, and in 2010, our Pharmaceuticals Division invested $6.2 billion in R&D (excluding impairment and amortization charges), or 20.1% of net sales.

        Further, our ability to constantly rejuvenate our portfolio through new offerings, such as Gilenya, which was approved in the US and other countries in 2010 for relapsing forms of multiple sclerosis, allows us to sustain growth even in the face of factors such as patent loss, increased generics competition and government pricing caps. In 2010, recently launched products (those launched since 2007) accounted for $6.6 billion, 21% of net sales, compared to 16% in 2009. We expect these products as well as new products to be launched over the next five years to generate an increasing proportion of our sales.

Vaccines and Diagnostics: Preventing Disease

        As global healthcare costs rise and chronic diseases become a greater burden in emerging markets, the prevention of disease has taken on new urgency. Governments and payors are increasingly recognizing the essential roles played by vaccines and blood screening in prevention, and in generally maintaining worldwide health.

        The vaccines market continues to expand, with expected growth of approximately 10% annually for the next five years. We are focused on developing safe and effective methods to better prevent various forms of the flu as well as other major causes of human illness. Novartis vaccines research is leading advances in the way vaccines are made in order to bring to patients novel offerings to effectively prevent devastating infectious diseases.

        We have successfully incorporated cutting edge technologies into our research practices, including the use of genomics and reverse vaccinology. These processes were essential in the development, for example, of our response to last year's A (H1N1) pandemic flu, and in our development of Bexsero, our investigative vaccine against the B serogroup of meningococcal disease, which infects between 20,000 and 80,000 people each year, with infants being most at risk. We have also launched several tailored alliances to bring vaccines to many parts of the developing world, strengthening our presence in key emerging markets and providing vaccines for patients with critical unmet needs.

Sandoz: Creating Affordable, Effective Alternatives to Complex Drugs

        Governments and healthcare providers worldwide are increasingly transitioning to generic medicines as an alternative to branded prescription products in order to contain overall healthcare spending. By 2015, branded pharmaceuticals with sales totaling $140 billion will lose their patent protection and face potential competition from generic alternatives. There is a particular demand for generic alternatives to complex branded treatments, as these treatments are often among the most costly. This demand has made the market for differentiated, "difficult-to-make" generics one of the fastest growing and most attractive segments of the generics industry. Sandoz has established itself as a leader in developing "difficult-to-make" products, including inhalers, oncology injectables, patches and biosimilars. The significant technological capabilities and expertise required to develop such treatments and related costs represent a significant barrier to entry for most companies. However, Sandoz has been effective in leveraging the innovative technological capabilities and commercial scope of the entire Novartis Group in order to overcome these hurdles. In 2010, Sandoz became the first company to launch generic enoxaparin

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sodium—the best-selling medicine in its class in the US—delivering on our strategy of being first-to-market with key products, and underscoring our leadership in differentiated products.

        In addition, we have selectively strengthened these capabilities via targeted acquisitions, for example of EBEWE Pharma, a private Austrian generics manufacturer specializing in oncology injectables, and of Oriel Therapeutics, a private US company specializing in the development of generic inhaled medicines.

        Sandoz has had great success in creating highly complex biosimilars, with a 2010 market segment share of over 50%. Sandoz is also the first and only company with more than one biosimilar on the market in Europe, and achieved the first-ever biosimilar approvals in the US, Japan and Canada. Our strong biosimilars pipeline, with more than eight molecules in development, give us an opportunity to remain at the forefront of this key sector, driving continued growth and making healthcare more affordable for patients.

Consumer Health: Offering At-Home Treatment Options to Patients Worldwide, Medicines for Animals and Consumer Eye Care Products

        Accelerated healthcare spending is leading governments, payors and other healthcare providers to seek ways to reduce overall healthcare costs. In many cases, over-the-counter (OTC) medicines provide a cheaper, effective alternative to prescription options. In addition, wider availability of health information via the internet that empowers patients to play a greater role in their own healthcare can lead them to choose OTC offerings in treating or preventing illness. We plan to drive growth in OTC by increasing the scale of business in top markets and expanding our portfolio in core disease areas such as gastrointestinal and pain relief.

        Another way we can maximize the return on investment in research into new medicines is to seek to treat animals with the same compounds as those in medicines for humans. In many cases, our Pharmaceuticals Division's medicines in adjusted doses and dosage forms have applications for animal populations that are important to human societies, such as farm and companion animals. We are able to leverage synergies across research and development and manufacturing to make Animal Health an important second stream of growth for our new and existing treatments.

        CIBA Vision, which experienced robust growth in 2010, offers a range of contact lenses and contact lens supplies. These include technologically sophisticated products such as the Air Optik line of next generation silicone hydrogel lenses. One of the key products in this line, the Air Optik Aqua Multifocal lens, continues to grow sharply after becoming the number one lens for presbyopic users in April 2010, less than 12 months after its launch. We will continue to harness our innovation resources to create tailored vision offerings for developed countries and emerging markets.

Alcon, Inc.: Addressing the World's Eye Care Needs

        As the global population continues to age, healthcare demands in eye care are expected to accelerate. Globally, there are already 65 million people with glaucoma and 22 million people with age-related macular degeneration. As a result, eye care has been one of the fastest growing therapeutic areas in the healthcare industry.

        Novartis has long held an established position in the eye care segment through CIBA Vision and our ophthalmological pharmaceutical portfolio. In 2010, we further strengthened our ability to meet the needs of patients suffering from eye diseases and to capture the growth opportunities of this sector with the completion in August of our acquisition of a 77% majority ownership interest in Alcon, Inc., the world's largest eye care company. In December, we announced a definitive agreement with Alcon to merge Alcon, Inc. into Novartis, subject to certain approvals and conditions. We currently expect this merger to be completed during the first half of 2011.

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        Complementary to the portfolios of Novartis Pharmaceuticals and CIBA Vision, Alcon provides innovative pharmaceuticals and surgical equipment that specialist physicians use to treat glaucoma, cataracts, eye infections and allergies and retinal diseases. It also provides consumer eye care products to patients. Once the merger is completed, we intend to combine our complementary businesses into a new division called Alcon in order to better address patient needs as well as to create value for shareholders.


Our Priorities: Innovation, Growth and Productivity

        Novartis is committed to the larger goal of becoming the most successful and respected healthcare company in the world. To achieve this, we base our operations on three strategic priorities: leading innovation through new research methods and new collaborations with industry stakeholders to better address customer and patient needs; accelerating growth by responding to key market opportunities and developing new treatments and delivering them quickly and efficiently to customers and patients; and improving productivity by streamlining our organization in order to improve profitability and free up resources for new research and development investments. We believe by focusing on these principles we can enhance our capabilities in meeting the world's healthcare needs and continue to drive value for our investors.

Leading Innovation

        Our commitment to scientific innovation underpins our strategy. Our research approach, which focuses on understanding diseases and the molecular pathways that lead to them, has fundamentally changed how we do business. Researching these pathways allows us to establish "proof of concept" via small clinical studies, often in rare diseases, early in the research and development process. Regulatory approval can often also be achieved relatively quickly because of the tremendous unmet need of patients with such rare diseases. While growth is supported by the initial launch of the given compound in the targeted population, we are often also able to conduct parallel development into other potential treatment applications, often with much larger patient populations.

        For example, Ilaris, a medication initially developed and approved for use in the treatment of cryopyrin-associated periodic syndrome (CAPS), a rare disease with a global patient population of only a few thousand people worldwide, has been shown in recent studies to have the potential to treat gout, certain forms of arthritis, diabetes and cardiovascular disease—conditions with patient populations significantly larger than that of CAPS. Afinitor, approved for the treatment of patients with renal cell carcinoma, has received an additional approval this year for the treatment of subependymal giant cell astrocytomas, a benign brain tumor associated with tuberous sclerosis. Afinitor is undergoing priority FDA review for treatment of advanced pancreatic neuro-endocrine tumors for which there are no approved treatments, and is currently being studied in late-stage clinical trials for several other cancers, including advanced breast cancer.

        Our track record of bringing new medicines to the market continues to be industry-leading. Between 2007 and 2010, we secured approval for 12 new molecular entities from the European Medicines Agency and for six from the US Food and Drug Administration. In each case this tally was higher than any other company, indicating that our commitment to consistent investment in innovation is achieving success.

        Novartis is also exploring ways to use technology to improve patient outcomes beyond traditional research and development. We are actively exploring the implementation of telehealth technology, which allows remote monitoring of key health indicators and patient compliance. These technologies could both reduce healthcare costs and improve patient outcomes by allowing healthcare professionals to assess treatments and identify problems in real time.

        We believe that our focus on innovation will enable us to continue to produce breakthroughs that address unmet patient need and further grow our business.

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Accelerating Growth

        Novartis aims to accelerate growth in two key ways—via the introduction of innovative new products as described above and through expansion of our business in the rapidly expanding so-called emerging markets. We have increased our presence in high-growth markets around the world, particularly in the key markets of Brazil, China, India, Russia, South Korea and Turkey. Long-term investments in these areas are crucial to winning market share and being well-positioned to capture the opportunities their expected growth will offer.

        Novartis has taken steps to tailor our presence in these markets to their specific needs. In China, for example, we actively responded to the government's healthcare reform programs by moving from a centralized commercial model to a flexible, decentralized one, in which local teams were empowered to allocate resources and launch programs that made sense for their particular customers. We will continue to expand our commercial infrastructure and capabilities in China, while also pursuing targeted licensing, acquisition and alliance opportunities. In Brazil, we are leveraging our broad portfolio in order to gain scale to compete with consolidating retail channels and to provide key accounts with the full range of Novartis offerings. In India, we are leveraging the capabilities of Pharmaceuticals, Sandoz, and Vaccines and Diagnostics to gain critical mass, and investing in localized products and commercial infrastructure. In Russia, we are building alliances with government, regions and local companies and strengthening key account management to expand our reach. For example, in late 2010, we confirmed our intent to build a new full-scale pharmaceutical manufacturing plant in St. Petersburg, as part of an overall $500 million commitment in local infrastructure and collaborative healthcare initiatives planned over a five-year period.

        In 2010, Novartis (excluding Alcon) generated $4.6 billion, or approximately 10% (2009: 9%) of net sales, from the Group's six priority emerging markets of Brazil, China, India, Russia, South Korea and Turkey, as compared with $30.8 billion, or approximately 64% (2009: 65%) of the Group's net sales, in the world's seven largest developed markets. However, combined net sales in the six priority emerging markets grew at the more rapid pace of 12% in constant currencies in 2010, compared to 8% constant currency growth achieved in the seven largest developed markets. Hence, emerging markets are making increasingly significant contributions to our results, a trend we expect to continue.

        In addition, Novartis recognizes that in order to achieve our larger goal of addressing unmet customer and patient needs worldwide, we must work with other stakeholders to help them achieve their goals. Hence, we are adapting our commercial strategy, moving away from a transactional model and instead seeking new alliances with our customers based on a shared commitment to improving patient outcomes. We are working together with hospitals to improve patient care through our broad portfolio, with retailers to provide comprehensive healthcare solutions, and with payors to support disease management programs and to apply health economics and outcomes research. As the healthcare marketplace expands and evolves, Novartis believes such tailored approaches to customers will be essential to sustaining long-term growth and promoting global health.

Driving Productivity

        Productivity forms a central strategic principle for Novartis. We integrate efforts toward greater productivity and increased efficiency into all our operations, constantly seeking ways to simplify and streamline processes and to reduce costs to improve margins. Productivity thus forms part of the culture within Novartis, as we look for ways to free up resources that can be devoted to customers, growth initiatives, and research and development into new offerings for patients with unmet needs.

        In recent years, we have also launched several specific initiatives to improve productivity. Our Customers First program, first launched in 2009, continues to capture cross-divisional synergies that lower operational costs and foster additional growth. The program leverages the breadth of divisions to better meet customer needs, to drive top-line growth, to increase service quality, and to achieve back-office savings. Rolled out in 45 countries, the program has been successful in improving annual incremental sales in several regions.

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        In addition, we recently launched a Group-wide review of our manufacturing footprint of 86 manufacturing sites and 17 in-house operated warehouses. We have also realigned our Pharmaceuticals commercial team in the US to put additional resources behind the greatest growth opportunities. Finally, we have made Procurement a major source of savings by leveraging our scale through implementation of global category management and by creating country Centers of Excellence in key markets.


Acquisitions, Divestments and Other Significant Transactions

        Novartis has made several acquisitions, strategic investments and divestments in recent years that have had a significant and ongoing impact on its financial condition and results of operations, see "Item 18. Financial Statements—note 2".

Acquisitions in 2010

Corporate—Alcon, Inc.

        On August 25, 2010, Novartis completed the acquisition of a further 52% interest in Alcon, Inc. (Alcon) following on from the January 4, 2010 announcement that Novartis had exercised its call option to acquire Nestlé's remaining 52% Alcon interest for approximately $28.3 billion or $180 per share. This increased the interest in Alcon to a 77% controlling interest as Novartis had already acquired an initial 25% Alcon interest from Nestlé for $10.4 billion or $143 per share in July 2008.

        The overall purchase price of $38.7 billion includes certain adjustments for Alcon dividends and interest due. Sources of financing for the 77% ownership, including the initial 25% stake purchased in mid-2008, were $17.0 billion of available cash, and $13.5 billion from bonds raised in March 2010 as well as in 2008 and 2009. In addition, during 2010, we raised funds through our commercial paper program, which was used for general corporate purposes of the Novartis Group, as well as for intercompany financing purposes in connection with the acquisition of the 52% interest in Alcon.

        The purchase price allocation is final, except for any matters that may arise following 100% ownership. It resulted in a fair value of net identifiable assets of $27.1 billion. Novartis has chosen to record the outstanding non-controlling interests in Alcon at their proportionate share of identifiable net assets amounting to $6.3 billion. Accordingly, goodwill ($17.9 billion) is calculated as the difference between the sum of the fair value of the consideration transferred for the additional 52% interest ($28.3 billion) and the fair value of the initial 25% interest of Novartis ($10.4 billion) in Alcon less 77% of the amount of net identifiable assets recognized ($20.8 billion) at the acquisition date.

        For business combinations achieved in stages, IFRS requires that any previously held interest of an acquirer in an acquiree is adjusted to its fair value through the consolidated income statement as of the acquisition date. The agreement that Novartis entered into with Nestlé in 2008 specified an average price of up to $168 per share for all of the approximately 77% interest in Alcon held by Nestlé, including $143 per share for the initial 25% interest acquired by Novartis in 2008, and a maximum of $181 per share for the remaining 52%, including a premium for the change of majority ownership.

        Novartis has reassessed the fair value of the initial 25% non-controlling interest in Alcon it acquired from Nestlé in 2008. Novartis determined a fair value of approximately $38.7 billion for the total interest in Alcon currently owned by Novartis based on a price of $168 per Alcon share, which is the per share value proposed for acquiring the outstanding non-controlling interests, discussed further below, and also the approximate average price per share paid by Novartis for the total interest acquired from Nestlé. Novartis assessed the fair value attributable to the initial 25% non-controlling interest as of August 25, 2010 (the date of the acquisition of the 52% majority ownership interest in Alcon) by deducting from the fair value of approximately $38.7 billion for its total interest in Alcon acquired from Nestlé the amount paid for the 52% majority ownership interest of $28.3 billion (which included a premium for gaining majority ownership). This results in a fair value for the initial non-controlling interest in Alcon of approximately $10.4 billion. As this fair value of the initial non-controlling interest exceeds the recorded

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book value of the initial non-controlling interest of approximately $10.0 billion, Novartis has recorded a revaluation gain of $378 million.

        This gain has been reduced by $43 million of accumulated losses recorded in the comprehensive income of Novartis since the July 2008 acquisition date of the initial interest. These accumulated losses were recorded under the equity accounting method, which requires such accumulated losses to be recycled into the consolidated income statement at the time of acquiring majority ownership. The net amount of $335 million is recorded as a gain under Income from Associated Companies.

        Since the acquisition of majority ownership in Alcon, Inc. on August 25, 2010, Alcon has contributed net sales $2.4 billion and operating income of $323 million.

        On December 15, Novartis announced that it has entered into a definitive agreement to merge Alcon into Novartis for Novartis shares and a Contingent Value Amount (CVA). Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a CVA to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions.

        The proposed acquisition of the remaining outstanding non-controlling interests in Alcon via the merger is a separate transaction following the previous acquisition of majority ownership in Alcon by Novartis. As it changes the Novartis ownership in Alcon but does not result in a change of control, it is accounted for as an equity transaction as required by IAS 27R, meaning assets and liabilities are not revalued as of the date of the acquisition of the outstanding non-controlling interests via the merger, goodwill does not arise and any excess of the consideration paid to acquire the outstanding non-controlling interest over the proportionate share of the outstanding non-controlling interests' net assets is recognized against consolidated equity.

Pharmaceuticals—Corthera

        On February 3, Novartis completed the 100% acquisition (announced on December 23, 2009) of the privately held US-based Corthera Inc., gaining worldwide rights to relaxin for the treatment of acute decompensated heart failure and assumed full responsibility for development and commercialization for a total purchase consideration of $327 million. This amount consists of an initial cash payment of $120 million and $207 million of deferred contingent consideration. The deferred contingent consideration is the net present value of the additional milestone payments due to Corthera's previous shareholders which they are eligible to receive contingent upon the achievement of specified development and commercialization milestones. The final purchase price allocation resulted in net identified assets of $309 million and goodwill of $18 million. Results of operations since the acquisition date were not material.

Sandoz—Oriel Therapeutics

        On June 1, Sandoz completed the 100% acquisition of the privately held US-based Oriel Therapeutics Inc., to broaden its portfolio of projects in the field of respiratory drugs for a total purchase consideration of $332 million. This amount consists of an initial cash payment of $74 million and $258 million of deferred contingent consideration. Oriel's previous shareholders are eligible to receive milestone payments, which are contingent upon the company achieving future development steps, regulatory approvals and market launches, and sales royalties. The total $258 million of deferred

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contingent consideration represents the net present value of expected milestone and royalty payments. The final purchase price allocation, including the valuation of the contingent payment elements of the purchase price, resulted in net identified assets of $281 million and goodwill of $51 million. Results of operations since the acquisition date were not material.

Other Significant Transactions in 2010

Corporate—Issuance of bond in US dollars

        On March 9, Novartis issued a three-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 1.9% three-year tranche totaling $2.0 billion, a 2.9% five-year tranche totaling $2.0 billion and a 4.4% 10-year tranche totaling $1.0 billion were issued by the Group's US entity, Novartis Capital Corp. All tranches are unconditionally guaranteed by Novartis AG.

Corporate—Change of pension plan in Switzerland

        On April 23, the Board of Trustees of the Novartis Swiss Pension Fund agreed to amend the conditions and insured benefits of the current Swiss pension plan with effect from January 1, 2011. These amendments do not have an impact on existing pensions in payment or on plan members born before January 1, 1956. Under the previous rules, benefits from the plan are primarily linked to the level of salary in the years prior to retirement while under the new rules benefits are also partially linked to the level of contributions made by the members during their active service period up to their retirement. This has led to changes in the amounts that need to be included in the Group's consolidated financial statements prepared using IFRS in respect of the Swiss Pension Fund.

        As part of this change, Novartis, supported by the Swiss Pension Fund, will make transitional payments, which vary according to the member's age and years of service. As a result, it is estimated that additional payments will be made over a ten-year period of up to approximately $481 million (CHF 453 million) depending on whether or not all current members affected by the change remain in the plan over this ten-year period.

        The accounting consequence of this change in the Swiss pension plan rules results in the Group's consolidated financial statements prepared under IFRS reflecting a net pre-tax curtailment gain of $265 million (CHF 283 million) in 2010. This calculation only takes into account the discounted value of transition payments of $202 million (CHF 219 million) attributed to already completed years of service of the affected plan members as calculated in accordance with IFRS requirements. It does not take into account any amount for transitional payments related to their future years of service.

2010 Subsequent Event—Agreement with Johnson & Johnson

        On January 3, 2011, Novartis and Johnson & Johnson signed an agreement to settle all litigations related to the silicone hydrogel patents (JUMP patents) referred to in note 20 above. Under the agreement, Novartis will receive a settlement payment and each party will grant to the other party a fully paid up, irrevocable, worldwide non-exclusive license with no right to sub-license under the respective patent rights. Novartis will record the resulting income in the first quarter of 2011.

2010 Subsequent Event—Tender Offer for Genoptix, Inc. (Genoptix)

        On January 24, 2011, Novartis announced that it has entered into a definitive agreement to acquire Genoptix, Inc. (NASDAQ: GXDX), a specialized laboratory providing personalized diagnostic services to community-based hematologists and oncologists.

        In accordance with the terms of the agreement, Novartis is to commence a tender offer for all outstanding shares of common stock of Genoptix at $25.00 per share in cash. This represents a total equity

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value of $470 million and an enterprise value of $330 million. The Novartis offer represents a premium of 39% over Genoptix's unaffected share price of $17.98 on December 13, 2010. It also implies a 27% premium over the closing price of $19.76 on January 21, 2011.

        The Genoptix Board of Directors has unanimously approved the transaction and agreed to recommend that Genoptix stockholders tender their shares. The transaction is conditional upon the tender of at least a majority of the shares of Genoptix in the tender offer, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close within the first half of 2011.

Acquisitions in 2009

Sandoz—EBEWE Pharma

        On May 20, Novartis announced a definitive agreement for Sandoz to acquire the specialty generic injectables business of EBEWE Pharma for EUR 925 million ($1.3 billion) in cash, to be adjusted for any cash or debt assumed at closing. This transaction was completed on September 22, 2009. The first payment of EUR 600 million ($0.9 billion) was made in 2009, with the balance to be paid in 2010. Based on a final purchase price allocation, EBEWE's identified net assets were $0.7 billion, which resulted in goodwill of $0.5 billion in 2009. Results of operations from this acquisition, which were not material in 2009, were included from the completion date of this transaction.

Vaccines and Diagnostics—Zhejiang Tianyuan

        On November 4, Novartis announced a definitive agreement to acquire an 85% stake in the Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd. as part of a strategic initiative to build a vaccines industry leader in China and expand the Group's limited presence in this fast-growing market segment. China is the world's third-largest vaccines market, with annual industry sales of more than $1 billion and expectations for sustained double-digit growth given the government's commitment to improve access to quality healthcare. Terms call for Novartis to purchase an 85% majority interest for approximately $125 million in cash. The transaction, which is expected to be completed in 2011, is subject to certain closing conditions, including receipt of government and regulatory approvals in China.

Other Significant Transactions in 2009

Corporate—Issuance of bond in US dollars

        On February 5, Novartis issued a two-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 4.125% five-year tranche totaling $2.0 billion was issued by the Group's US entity, Novartis Capital Corp., while a 5.125% 10-year tranche totaling $3.0 billion was issued by the Group's Bermuda unit, Novartis Securities Investment Ltd. Both tranches are unconditionally guaranteed by Novartis AG.

Corporate—Issuance of bond in euros

        On June 2, Novartis issued a EUR 1.5 billion bond (approximately $2.1 billion) with a coupon of 4.25% under its EUR 15 billion Euro Medium Term Note Programme. The seven-year bond, issued by Novartis Finance S.A., Luxembourg, has a maturity date of June 15, 2016, and is guaranteed by Novartis AG.

Corporate—Novartis India Ltd.

        On June 8, Novartis completed a tender offer to acquire additional shares from public shareholders and increased its stake in the majority-owned Indian subsidiary, Novartis India Ltd., to 76.4% from 50.9% for approximately INR 3.8 billion ($80 million). Almost all large institutional investors and quasi-institutional shareholders participated in the offer. This transaction resulted in $57 million of goodwill.

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Pharmaceuticals—Idenix

        On August 5, Novartis did not participate in an underwritten public offering by Idenix Pharmaceuticals, which reduced the Group's stake to 47% from the pre-offering level of 53%. As a result of this offering, Novartis no longer controls this company, so Idenix was deconsolidated with effect from September 1, 2009. Idenix has been accounted for on an equity basis since this date, which had no material impact on the Group's consolidated income statement.

Acquisitions in 2008

Corporate—Alcon

        On April 7, Novartis announced an agreement with Nestlé S.A. under which Novartis obtained rights to acquire majority ownership of Alcon Inc. (NYSE: ACL), a Swiss-registered company listed only on the New York Stock Exchange. The potential total value of this transaction is up to approximately $38.5 billion. On July 7, 2008, Novartis acquired a 25% stake in Alcon, representing 74 million shares, from Nestlé for $10.4 billion in cash.

Pharmaceuticals—Speedel

        On July 10, Novartis announced the all-cash purchase of an additional 51.7% stake in Speedel Holding AG (SIX: SPPN) through off-exchange transactions together with plans to buy all remaining shares in the Swiss biopharmaceuticals company in a mandatory public tender offer. In September 2009, Speedel shares were delisted from the SIX Swiss Exchange and Novartis holds now all shares. The price for the 90.5% interest not previously held was CHF 939 million ($888 million) excluding $26 million of cash held by Speedel as of the July 2008 acquisition date of majority control. Speedel has been fully consolidated as a subsidiary since the July acquisition of a majority stake. Based on a final purchase price allocation, Speedel's identified net assets were $472 million, which resulted in goodwill of $493 million in 2008. As a result of this purchase price allocation, the value of the initial 9.5% stake rose by $38 million, which was recorded in the consolidated statement of comprehensive income. The consolidation of Speedel resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

Pharmaceuticals—Protez

        On June 4, Novartis agreed to acquire Protez Pharmaceuticals, a privately held US biopharmaceuticals company, gaining access to PTZ601, a broad-spectrum antibiotic in Phase II development against potentially fatal drug-resistant bacterial infections. Novartis paid in total $102 million in cash to acquire 100% of Protez, whose owners are eligible for additional payments of up to $300 million contingent upon the future success of PTZ601. Protez has been consolidated since the transaction completion on July 17. Based on the purchase price allocation, identified net assets from Protez amounted to $72 million, which resulted in goodwill of $30 million. The consolidation of Protez resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

Pharmaceuticals—Nektar pulmonary business

        On October 21, Novartis agreed to acquire Nektar Therapeutics Inc.'s pulmonary business unit for $115 million in cash. In this transaction, which was completed on December 31, 2008, Novartis acquired research, development and manufacturing assets of Nektar's pulmonary business unit, including tangible assets as well as intellectual property, intangible assets and related expertise. The full purchase price was allocated to the net assets acquired with no residual goodwill.

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Other Significant Transactions in 2008

Corporate—Issuance of Swiss franc bonds

        On June 26, Novartis issued two Swiss franc bonds totaling CHF 1.5 billion (approximately $1.4 billion) in the Swiss capital market, with each listed on the SIX Swiss Exchange. One was a 3.5% four-year bond for a total of CHF 700 million issued by Novartis Securities Investment Ltd. and guaranteed by Novartis AG. The other was a 3.625% seven-year bond of CHF 800 million issued by Novartis AG.


CORE RESULTS AS DEFINED BY NOVARTIS

        The Group's operating income, net income and earnings per share from continuing operations have been significantly affected by acquisition-related factors, including the amortization of intangible assets, impairment charges, expenses relating to the integration of acquisitions as well as other items that are, or are expected to accumulate to be, over a $25 million threshold that management deems exceptional.

        Novartis believes that investor understanding of the Group's performance is enhanced by disclosing these performance measures.

        Novartis uses these core measures as important factors in assessing the Group's performance in conjunction with other performance metrics. The following are examples of how these core measures are utilized:

        Despite the use of these measures to management in setting goals and measuring the Group's performance, these are non-IFRS measures that have no standardized meaning prescribed by IFRS. As a result, such measures have limits in their usefulness to investors. Because of their non-standardized definitions, the core measures (unlike IFRS measures) may not be comparable to the calculation of similar measures of other companies. These core measures are presented solely to permit investors to more fully understand how the Group's management assesses underlying performance. These core measures are not, and should not be viewed as, a substitute for IFRS measures.

        As an internal measure of Group performance, these core measures have limitations, and the performance management process is not solely restricted to these metrics. A limitation of the core measures is that they provide a view of the Group's operations without including all events during a period, such as the effects of an acquisition or amortization of purchased intangible assets.

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        The following tables reconcile IFRS results to core results:


2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—GROUP

Group
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

    37,073     1,061     (90 )   471     2     38,517  
                           

Operating income

    11,526     1,135     981     600     (236 )   14,006  
                           

Income before taxes

    11,702     1,560     981     280     (104 )   14,419  
                           

Taxes

    (1,733 )                           (2,390 )(5)
                                   

Net income

    9,969                             12,029  
                                   

Basic earnings per share ($)(6)

    4.28                             5.15  

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (14,488 )   1,061     (90 )   471     2     (13,044 )
                           

The following are adjustments to arrive at Core Operating Income

                                     

Marketing & Sales

    (13,316 )   1                       (13,315 )

Research & Development

    (9,070 )   69     903           18     (8,080 )

General & Administration

    (2,481 )   4                       (2,477 )

Other income

    1,234           (10 )         (739 )   485  

Other expense

    (1,914 )         178     129     483     (1,124 )
                           

The following are adjustments to arrive at Core Income before taxes

                                     

Income from associated companies

    804     425           (320 )   132     1,041  
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; Marketing & Sales includes the recurring amortization of intangible assets; Research & Development includes the recurring amortization of acquired rights for technology platforms; General & Administration includes the recurring amortization of intangible assets; Income from associated companies includes the recurring amortization of the purchase price allocation related to intangible assets, primarily for the investment in Roche in 2010 and 2009 and Alcon in 2009.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges, including an additional reversal of $100 million in Pharmaceuticals for an impairment charge taken in 2007 for Famvir; Research & Development includes write-offs related to in-process Research & Development, mainly charges totalling $856 million for the discontinuation of Mycograb, albinterferon alfa-2b, PTZ601 and ASA404 development projects; Other income includes the reversal of impairments, primarily for property, plant & equipment; Other expense includes impairments, primarily for financial assets, thereof $45 million in Pharmaceuticals, $98 million in Vaccines and Diagnostics and $20 million in Corporate as well as $14 million in Vaccines and Diagnostics for property, plant & equipment.

(3)
Acquisition-related restructuring and integration items: Cost of Goods Sold includes mainly charges of $467 million related to the required inventory step-up to estimated fair value in Alcon; Other expense includes charges in Corporate of $99 million related to the acquisition of Alcon and $30 million recorded in Alcon related to the change of majority

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(4)
Exceptional items: Cost of Goods Sold includes charges related to inventory write-off in Vaccines and Diagnostics due to a restructuring program; Research & Development includes an expense of $18 million for termination of a co-development contract in Sandoz; Other income includes a divestment gain of $392 million for the divestment of Enablex in Pharmaceuticals, proceeds of $42 million from a legal settlement in Pharmaceuticals with Teva regarding Famvir, a divestment gain of $33 million for Tofranil in Pharmaceuticals and a Swiss pension curtailment gain of $265 million in Corporate; Other expense includes mainly a $152.5 million provision for a gender discrimination case in the US in Pharmaceuticals, charges of $203 million for restructuring programs in Pharmaceuticals, Vaccines and Diagnostics, and Sandoz, a $25.5 million provision in connection with a government investigation in the US in Pharmaceuticals, $45 million for a legal settlement in Vaccines and Diagnostics, and a $38 million charge for a legal settlement in Sandoz; Income from associated companies reflects an additional charge of $43 million for the Novartis share of Roche's restructuring charges for Genentech taken in the second half of 2009 but recorded by Novartis in 2010 as well as an estimated charge of $89 million for the Novartis share of Roche's restructuring that was recently announced.

(5)
Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax rate that is applicable to the item in the jurisdiction where the adjustment arises. Generally this results in amortization of intangible assets and acquisition-related restructuring and integration items having a full tax impact whereas tax impacts on impairments can only be taken into account if the changes in value in the underlying asset are tax deductible in the respective jurisdiction where the asset is recorded. There is usually a tax impact on exceptional items although this is not the case for items arising from criminal settlements in certain jurisdictions. Adjustments related to income from associated companies are recorded net of any related tax effect. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of $2.7 billion to arrive at the core results before tax, amounts to $657 million. This results in the average tax rate on the adjustments being 24.2%.

(6)
Earnings per share (EPS) is calculated on the amount of net income attributable to shareholders of Novartis AG.

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Group
  FY 2009
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2009
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

    32,924     938     (69 )   18     (28 )   33,783  
                           

Operating income

    9,982     1,025     75     18     337     11,437  
                           

Income before taxes

    9,922     1,594     167     18     434     12,135  
                           

Taxes

    (1,468 )                           (1,868 )(5)
                                   

Net income

    8,454                             10,267  
                                   

Basic earnings per share ($)(6)

    3.70                             4.50  
                                   

The following are adjustments to arrive at Core Gross Profit

                                     

Other revenues

    836                       (28 )   808  

Cost of Goods Sold

    (12,179 )   938     (69 )   18           (11,292 )
                           

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (7,469 )   87     95                 (7,287 )

Other income

    782                       (65 )   717  

Other expense

    (1,924 )         49           430     (1,445 )
                             

The following are adjustments to arrive at Core Income before taxes

                                     

Income from associated companies

    293     569     92           97     1,051  
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms; Income from associated companies includes the amortization of the purchase price allocation related to intangible assets, primarily for the Roche and Alcon investments.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges, including a partial reversal of $100 million in Pharmaceuticals for an impairment taken in 2007 for Famvir; R&D includes write-offs related to in-process R&D; Other expense includes impairments, primarily for financial assets; Income from associated companies reflects the $92 million impairment charge taken for an Alcon pharmaceuticals development project.

(3)
Acquisition-related restructuring and integration items: Cost of Goods Sold includes charges of $18 million related to the EBEWE Pharma specialty generics business acquisition.

(4)
Exceptional items: Other revenues reflects a $28 million gain from a settlement of Vaccines and Diagnostics; Other income reflects divestment gains in Pharmaceuticals; Other expense includes $345 million for legal provisions, litigations and exceptional settlements principally for the Trileptal and TOBI US government investigation; Income from associated companies reflects a $97 million one-time charge for the Novartis share of Roche's restructuring charges for Genentech.

(5)
Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax rate that is applicable to the item in the jurisdiction where the adjustment arises. Generally this results in amortization of intangible assets and acquisition-related restructuring and integration items having a full tax impact whereas tax impacts on impairments can only be taken into account if the changes in value in the underlying asset are tax deductible in the respective jurisdiction where the asset is recorded. There is usually a tax impact on exceptional items although this is not the case for items arising from criminal settlements in certain jurisdictions.

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(6)
Earnings per share (EPS) is calculated on the amount of net income attributable to shareholders of Novartis AG.

Group
  FY 2008
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2008
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

    31,145     969     29           (203 )   31,940  
                             

Operating income

    8,964     1,095     450     17     (207 )   10,319  
                           

Income before taxes

    9,499     1,493     450     17     (207 )   11,252  
                           

Taxes

    (1,336 )                           (1,751 )(5)
                                   

Net income from continuing operations

    8,163                             9,501  
                                   

Basic earnings per share ($)(6)

    3.59                             4.18  
                                   

The following are adjustments to arrive at Core Gross Profit

                                     

Net sales to third parties

    41,459                       (154 )   41,305  

Other revenues

    1,125                       (49 )   1,076  

Cost of Goods Sold

    (11,439 )   969     29                 (10,441 )
                             

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (7,217 )   126     315                 (6,776 )

Other income

    826                       (186 )   640  

Other expense

    (1,693 )         106     17     182     (1,388 )
                           

The following are adjustments to arrive at Core Income before taxes

                                     

Income from associated companies

    441     398                       839  
                                 

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms; Income from associated companies includes the amortization of the purchase price allocation related to intangible assets, primarily for the Roche and Alcon investments.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges; R&D includes an impairment of $223 million for the Pharmaceuticals development project Aurograb and other write-offs related to in-process R&D; Other expense includes impairments, primarily for financial assets.

(3)
Acquisition-related restructuring and integration items: Other expense includes various charges of $17 million related to acquisitions during the year.

(4)
Exceptional items: Net sales adjustments reflect a $104 million gain from a release of US government rebate provisions in Pharmaceuticals and $50 million due to a change in contractual terms in Vaccines and Diagnostics; Other revenues reflects $49 million from a settlement in Vaccines and Diagnostics; Other income includes $141 million of divestment

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(5)
Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax rate that is applicable to the item in the jurisdiction where the adjustment arises. Generally this results in amortization of intangible assets and acquisition-related restructuring and integration items having a full tax impact whereas tax impacts on impairments can only be taken into account if the changes in value in the underlying asset are tax deductible in the respective jurisdiction where the asset is recorded. There is usually a tax impact on exceptional items although this is not the case for items arising from criminal settlements in certain jurisdictions. Adjustments related to income from associated companies are recorded net of any related tax effect. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of $1.8 billion to arrive at the core results before tax, amounts to $415 million. This results in the average tax rate on the adjustments being 23.7%.

(6)
Earnings per share (EPS) is calculated on the amount of net income attributable to shareholders of Novartis AG.


2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—PHARMACEUTICALS

Pharmaceuticals
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items(3)
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

    25,776     421     (100 )               26,097  
                               

Operating income

    8,798     453     833           (175 )   9,909  
                             

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (5,361 )   421     (100 )               (5,040 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (7,081 )   32     896                 (6,153 )

Other income

    687           (8 )         (474 )   205  

Other expense

    (971 )         45           299     (627 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and other production-related impairment charges, including an additional reversal of $100 million for an impairment charge taken in 2007 for Famvir; Research & Development includes write-offs related to in-process Research & Development, mainly a total of $704 million charge for the discontinuation of Mycograb ($356 million), albinterferon alfa-2b ($228 million) and ASA404 ($120 million) development projects and a net pre-tax impairment charge of $152 million ($250 million related to the value of the intangible asset offset by a release of a $98 million liability related to the estimated value of a contingent milestone consideration) for termination of the PTZ601 development project; Other income includes the reversal of impairments, primarily for property, plant & equipment; Other expense includes impairments, primarily for financial assets.

(3)
Exceptional items: Other income includes a divestment gain of $392 million for the divestment of Enablex, proceeds of $42 million from a legal settlement with Teva regarding Famvir and a divestment gain of $33 million for Tofranil; Other expense includes a $152.5 million provision for a gender discrimination case in the US, a $111 million charge for restructuring in the US as well as a $25.5 million provision in connection with a government investigation in the US.

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Pharmaceuticals
  FY 2009
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items(3)
  FY 2009
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
24,135
   
322
   
(92

)
             
24,365
 
                               

Operating income

    8,392     366     30           280     9,068  
                             

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (4,955 )   322     (92 )               (4,725 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (5,840 )   44     81                 (5,715 )

Other income

    414                       (65 )   349  

Other expense

    (1,078 )         41           345     (692 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges, including a partial reversal of $100 million for an impairment taken in 2007 for Famvir; R&D includes write-offs related to in-process R&D; Other expense includes impairments, primarily for financial assets.

(3)
Exceptional items: Other income reflects divestment gains; Other expense includes $345 million for legal provisions, litigations and exceptional settlements principally for the Trileptal US government investigation.

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Pharmaceuticals
  FY 2008
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2008
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
22,668
   
350
   
3
         
(104

)
 
22,917
 
                             

Operating income

    7,579     414     386     6     (136 )   8,249  
                           

The following are adjustments to arrive at Core Gross Profit

                                     

Net sales to third parties

    26,331                       (104 )   26,227  

Cost of Goods Sold

    (4,481 )   350     3                 (4,128 )
                             

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (5,716 )   64     317                 (5,335 )

Other income

    447                       (186 )   261  

Other expense

    (868 )         66     6     154     (642 )
                           

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges; R&D includes an impairment of $223 million for the Pharmaceuticals development project Aurograb and other write-offs related to in-process R&D; Other expense includes impairments, primarily for financial assets.

(3)
Acquisition-related restructuring and integration items: Other expense includes various charges of $6 million related to acquisitions during the year.

(4)
Exceptional items: Net sales to third parties reflect a $104 million gain from a release of US government rebate provisions; Other income includes $141 million of divestment gains and $45 million from the release of pre-launch inventory provisions; Other expense includes $79 million for exceptional increases in legal provisions and various restructuring charges of $75 million.

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2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—VACCINES AND DIAGNOSTICS

Vaccines and Diagnostics
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items(3)
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
1,860
   
242
               
2
   
2,104
 
                               

Operating income

    612     259     112           83     1,066  
                             

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (1,551 )   242                 2     (1,307 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (523 )   17                       (506 )

Other expense

    (273 )         112           81     (80 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Other expense relates to a charge of $98 million for an impairment of a financial asset and a charge of $14 million for impairments for property, plant & equipment due to a restructuring program in the UK.

(3)
Exceptional items: Cost of Goods Sold includes charges related to inventory write-off due to a restructuring program; Other expense relates to a $45 million expense for a legal settlement and to a $36 million expense for a restructuring program in the UK.

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Vaccines and Diagnostics
  FY 2009
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items(3)
  FY 2009
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
1,445
   
287
               
(28

)
 
1,704
 
                               

Operating income

    372     312     18           17     719  
                             

The following are adjustments to arrive at Core Gross Profit

                                     

Other revenues

    390                       (28 )   362  

Cost of Goods Sold

    (1,415 )   287                       (1,128 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (508 )   25     18                 (465 )

Other expense

    (119 )                     45     (74 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: R&D includes write-offs related to in-process R&D.

(3)
Exceptional items: Other revenues reflects a $28 million gain from a settlement; Other expense includes $45 million for legal provisions, litigations and exceptional settlements.

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Vaccines and Diagnostics
  FY 2008
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2008
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
923
   
285
   
1
         
(99

)
 
1,110
 
                             

Operating income

    78     318     1     11     (99 )   309  
                           

The following are adjustments to arrive at Core Gross Profit

                                     

Net sales to third parties

    1,759                       (50 )   1,709  

Other revenues

    414                       (49 )   365  

Cost of Goods Sold

    (1,270 )   285     1                 (984 )
                             

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (360 )   33                       (327 )

Other expense

    (99 )               11           (88 )
                               

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges.

(3)
Acquisition-related restructuring and integration items: Other expense includes various charges of $11 million related to acquisitions during the year.

(4)
Exceptional items: Net sales to third parties reflect $50 million due to a change in contractual terms; Other revenues reflects $49 million from a settlement.

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2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—SANDOZ

Sandoz
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
3,947
   
278
   
4
   
4
         
4,233
 
                             

Operating income

    1,272     293     11     4     105     1,685  
                           

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (4,854 )   278     4     4           (4,568 )
                             

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (658 )   15     7           18     (618 )

Other income

    77           (1 )               76  

Other expense

    (295 )         1           87     (207 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and other production-related impairment charges; R&D includes write-offs related to in-process Research & Development; Other income includes impairment reversals, primarily for property, plant & equipment; Other expense includes impairments, primarily for property, plant & equipment.

(3)
Acquisition-related restructuring and integration items: Cost of Goods Sold includes charges of $4 million related to business acquisitions.

(4)
Exceptional items: R&D includes an expense for termination of a co-development contract; Other expense includes a $49 million charge for a restructuring program in Germany and a $38 million charge for a legal settlement in the US.

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Sandoz
  FY 2009
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items(3)
  Exceptional
items(4)
  FY 2009
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
3,566
   
246
   
10
   
18
         
3,840
 
                             

Operating income

    1,071     260     6     18     40     1,395  
                           

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (4,201 )   246     10     18           (3,927 )
                             

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (613 )   14     (4 )               (603 )

Other expense

    (272 )                     40     (232 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges; R&D includes reversal of write-offs related to in-process R&D.

(3)
Acquisition-related restructuring and integration items: Cost of Goods Sold includes charges of $18 million related to the EBEWE Pharma specialty generics business acquisition.

(4)
Exceptional items: Other expense includes a $40 million one-time charge in Sandoz for German commercial operations restructuring.

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Sandoz
  FY 2008
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items(3)
  FY 2008
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
3,733
   
258
   
25
               
4,016
 
                               

Operating income

    1,084     284     25           28     1,421  
                             

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (4,119 )   258     25                 (3,836 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (667 )   26     (2 )               (643 )

Other expense

    (223 )         2           28     (193 )
                             

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges; R&D includes a reversal of write-offs related to in-process R&D; Other expense includes impairments, primarily for property, plant & equipment.

(3)
Exceptional items: Other expense includes $28 million of product recall costs.

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2010, 2009 AND 2008 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—CONSUMER HEALTH

Consumer Health
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
4,145
   
93
   
6
               
4,244
 
                               

Operating income

    1,153     94     6                 1,253  
                               

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (2,173 )   93     6                 (2,074 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Marketing & Sales

    (2,238 )   1                       (2,237 )
                                 

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; Marketing & Sales includes the recurring amortization of intangible assets.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and other production-related impairment charges.

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Consumer Health
  FY 2009
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments(2)   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items
  FY 2009
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
3,804
   
83
   
13
               
3,900
 
                               

Operating income

    1,016     84     18                 1,118  
                               

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (2,111 )   83     13                 (2,015 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (346 )   1                       (345 )

Other expense

    (84 )         5                 (79 )
                               

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

(2)
Impairments: Cost of Goods Sold includes impairment charges for acquired rights to in-market products and production-related impairment charges; Other expense includes impairments, primarily for property, plant and equipment.

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Consumer Health
  FY 2008
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments   Acquisition-
related
restructuring
and
integration
items
  Exceptional
items
  FY 2008
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
3,860
   
76
                     
3,936
 
                                 

Operating income

    1,048     77                       1,125  
                                 

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (2,071 )   76                       (1,995 )
                                 

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (313 )   1                       (312 )
                                 

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms.

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2010 RECONCILIATION OF IFRS RESULTS TO CORE RESULTS—ALCON, INC.
(consolidated from August 25, 2010)

Alcon, Inc.
  FY 2010
IFRS
results
  Amortization
of intangible
assets(1)
  Impairments   Acquisition-
related
restructuring
and
integration
items(2)
  Exceptional
items
  FY 2010
Core
results
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross profit

   
1,347
   
27
         
467
         
1,841
 
                               

Operating income

    323     32           497           852  
                               

The following are adjustments to arrive at Core Gross Profit

                                     

Cost of Goods Sold

    (1,082 )   27           467           (588 )
                               

The following are adjustments to arrive at Core Operating Income

                                     

Research & Development

    (254 )   1                       (253 )

General & Administration

    (140 )   4                       (136 )

Other expense

    (30 )               30              
                               

(1)
Amortization of intangible assets: Cost of Goods Sold includes recurring amortization of acquired rights to in-market products and other production-related intangible assets; R&D includes the recurring amortization of acquired rights for technology platforms; General & Administration includes the recurring amortization of intangible assets.

(2)
Acquisition-related restructuring and integration items: Cost of Goods Sold includes charges of $467 million related to the required inventory step-up to estimated fair value; Other expense includes charges of $30 million related to the change of majority ownership.

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2010 AND 2009 RECONCILIATION SEGMENT OPERATING INCOME TO CORE OPERATING INCOME

 
  Pharmaceuticals   Vaccines and
Diagnostics
  Sandoz   Consumer Health   Alcon, Inc.   Corporate   Total  
 
  2010   2009   2010   2009   2010   2009   2010   2009   2010   2010   2009   2010   2009  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Operating income

    8,798     8,392     612     372     1,272     1,071     1,153     1,016     323     (632 )   (869 )   11,526     9,982  
                                                       

Amortization of intangible assets

    453     366     259     312     293     260     94     84     32     4     3     1,135     1,025  
                                                       

Impairments

                                                                               
 

Intangible assets

    796     (11 )         18     11     6     6     13                       813     26  
 

Property, plant & equipment

    (4 )   4     14                             5                       10     9  
 

Financial assets

    41     37     98                                         19     3     158     40  
                                                         

Total impairment charges

    833     30     112     18     11     6     6     18           19     3     981     75  
                                                         

Acquisition-related restructuring and integration items (including acquisition-related accounting impact of inventory adjustments), net

                            4     18                 497     99           600     18  
                                                                     

Exceptional items

                                                                               
 

Exceptional gains from divesting brands, subsidiaries and financial investments

    (425 )   (65 )                                                         (425 )   (65 )
 

Other restructuring expenses

    111           38           49     40                                   198     40  
 

Legal provisions, litigations and exceptional settlements

    139     345     45     17     56                                         240     362  
 

Swiss pension curtailment gain

                                                          (265 )         (265 )      
 

Other exceptional items

                                                          16           16        
                                                               

Total exceptional items

    (175 )   280     83     17     105     40                       (249 )         (236 )   337  
                                                       

Total adjustments

    1,111     676     454     347     413     324     100     102     529     (127 )   6     2,480     1,455  
                                                       

Core operating income

    9,909     9,068     1,066     719     1,685     1,395     1,253     1,118     852     (759 )   (863 )   14,006     11,437  
                                                       

Core return on net sales

    32.4 %   31.8 %   36.5 %   29.7 %   19.8 %   18.6 %   20.2 %   19.2 %   35.1 %               27.7 %   25.8 %

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2009 AND 2008 RECONCILIATION SEGMENT OPERATING INCOME TO CORE OPERATING INCOME

 
  Pharmaceuticals   Vaccines and
Diagnostics
  Sandoz   Consumer Health   Corporate   Total  
 
  2009   2008   2009   2008   2009   2008   2009   2008   2009   2008   2009   2008  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Operating income

   
8,392
   
7,579
   
372
   
78
   
1,071
   
1,084
   
1,016
   
1,048
   
(869

)
 
(825

)
 
9,982
   
8,964
 
                                                   

Amortization of intangible assets

   
366
   
414
   
312
   
318
   
260
   
284
   
84
   
77
   
3
   
2
   
1,025
   
1,095
 
                                                   

Impairments

                                                                         
 

Intangible assets

    (11 )   320     18     1     6     23     13                       26     344  
 

Property, plant & equipment

    4     13                       2     5                 1     9     16  
 

Financial assets

    37     53                                         3     37     40     90  
                                                     

Total impairments

    30     386     18     1     6     25     18           3     38     75     450  
                                                     

Acquisition-related restructuring and integration items (including acquisition-related accounting impact of inventory adjustments), net

         
6
         
11
   
18
                                 
18
   
17
 
                                                                 

Exceptional items

                                                                         
 

Exceptional gains from divesting brands, subsidiaries and financial investments

    (65 )   (141 )                                                   (65 )   (141 )
 

Other restructuring expenses

          75                 40                                   40     75  
 

Legal provisions, litigations and exceptional settlements

    345     79     17     (49 )                                       362     30  
 

Product recall costs

                                  28                                   28  
 

Release of pre-launch inventory provisions

          (45 )                                                         (45 )
 

Release of US government rebate provision

          (104 )                                                         (104 )
 

Change in contractual terms triggering revenue recognition

                      (50 )                                             (50 )
                                                           

Total exceptional items

    280     (136 )   17     (99 )   40     28                             337     (207 )
                                                   

Total adjustments

    676     670     347     231     324     337     102     77     6     40     1,455     1,355  
                                                   

Core operating income

    9,068     8,249     719     309     1,395     1,421     1,118     1,125     (863 )   (785 )   11,437     10,319  
                                                   

Core return on net sales

   
31.8

%
 
31.5

%
 
29.7

%
 
18.1

%
 
18.6

%
 
18.8

%
 
19.2

%
 
19.4

%
             
25.8

%
 
25.0

%

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EFFECTS OF CURRENCY FLUCTUATIONS

        We transact our business in many currencies other than the US dollar, our reporting currency.

        The following provides an overview of net sales and expenses for 2010, 2009 and 2008 for currencies most important to the Group (excl. Alcon):

Currency
  2010 in %   2009 in %   2008 in %  

US dollar ($)

                   
 

Net sales

    36     35     34  
 

Operating expenses

    34     33     31  

Euro (EUR)

                   
 

Net sales

    29     31     32  
 

Operating expenses

    27     31     28  

Swiss franc (CHF)

                   
 

Net sales

    2     3     2  
 

Operating expenses

    13     12     16  

Japanese yen (JPY)

                   
 

Net sales

    8     8     7  
 

Operating expenses

    4     4     5  

Other currencies

                   
 

Net sales

    25     23     25  
 

Operating expenses

    22     20     20  

        We prepare our consolidated financial statements in US dollars. As a result, fluctuations in the exchange rates between the US dollar and other currencies may have a significant effect on both the Group's results of operations as well as on the reported value of our assets, liabilities, revenue and expenses as measured in US dollars. This in turn may significantly affect reported earnings (both positively and negatively) and the comparability of period-to-period results of operations.

        For purposes of our consolidated balance sheets, we translate assets and liabilities denominated in other currencies into US dollars at the prevailing market exchange rates as of the relevant balance sheet date. As a result, even if the amounts or values of these items remain unchanged in the respective local currency, changes in exchange rates have an impact on the amounts or values of these items in our consolidated financial statements. For purposes of the Group's consolidated income statements, revenue and expense items in local currencies are translated into US dollars at average exchange rates prevailing during the relevant period.

        We seek to manage currency exposure by engaging in hedging transactions where management deems appropriate. For 2010, we entered into various contracts that change in value with movements in foreign exchange rates in order to preserve the value of assets, commitments and expected transactions. We also use forward contracts and foreign currency options to hedge expected net revenues in foreign currencies. For more information on how these transactions affect our consolidated financial statements and on how foreign exchange rate exposure is managed, see "Item 18. Financial Statements—note 1," "—note 5" and "—note 16".

        The average value of the US dollar in 2010 increased against the euro and decreased against the CHF, JPY and other currencies. The following table sets forth the foreign exchange rates of the US dollar

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against the Swiss franc, euro and Japanese yen, respectively, used for foreign currency translation when preparing the Group's consolidated financial statements:

 
  2010   2009   2008  
$ per unit
  Average
for year
  Year end   Average
for year
  Year end   Average
for year
  Year end  

EUR

    1.327     1.324     1.393     1.436     1.470     1.411  

CHF

    0.961     1.063     0.923     0.965     0.925     0.948  

JPY (100)

    1.141     1.227     1.070     1.086     0.970     1.107  

        The following table provides a summary of the currency impact on key Group figures due to their conversion into $, the Group's reporting currency, of the financial data from entities reporting in non-US dollars. Constant currency calculations apply the exchange rates of the prior year to the current year financial data from entities reporting in non-US dollars.


Currency impact on key figures

 
  Constant
Currencies
Change in %
2010
  Constant
Currencies
Change in %
2009
  $ Change in %
2010
  $ Change in %
2009
 

Net sales

    14     11     14     7  

Operating income

    17     13     15     11  

Net income

    20     5     18     4  

Core operating income

    24     13     22     11  

Core net income

    18     11     17     8  

        For additional information on the effects of currency fluctuations see "Item 11. Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk."


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        Our principal accounting policies are set out in "Item 18. Financial Statements—note 1" and are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Given the uncertainties inherent in our business activities, we must make certain estimates and assumptions that require difficult, subjective and complex judgments. Because of uncertainties inherent in such judgments, actual outcomes and results may differ from our assumptions and estimates which could materially affect the Group's consolidated financial statements. Application of the following accounting policies requires certain assumptions and estimates that have the potential for the most significant impact on our consolidated financial statements.


Revenue

        We recognize product sales when there is persuasive evidence that a sales arrangement exists, title and risk and rewards for the products are transferred to the customer, the price is fixed and determinable,

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and collectability is reasonably assured. Where contracts contain customer acceptance provisions, typically with government agencies, we recognize sales upon the satisfaction of acceptance criteria.

        At the time of recognizing revenue, we also record estimates for a variety of sales deductions, including rebates, discounts, refunds, incentives and product returns. Sales deductions are reported as a reduction of revenue.


Deductions from Revenues

        As is typical in the pharmaceuticals industry, our gross sales are subject to various deductions that are composed primarily of rebates and discounts to retail customers, government agencies, wholesalers, health insurance companies and managed healthcare organizations. These deductions represent estimates of the related obligations, requiring the use of judgment when estimating the effect of these sales deductions on gross sales for a reporting period. These adjustments are deducted from gross sales to arrive at net sales.

        The following summarizes the nature of some of these deductions and how the deduction is estimated. The US market has the most complex arrangements related to revenue deductions.


US specific Healthcare Plans and Program Rebates


Non-US Specific Healthcare Plans and Program Rebates

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Non-Healthcare Plans and Program Rebates, Returns and other Deductions

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        The following tables show the worldwide extent of our revenue deductions, related payment experiences and provisions:


Provision for revenue deductions

 
   
   
   
   
    
  
  
  
Income Statement charge
   
   
 
 
  Provisions
offset against
gross trade
receivables
at
January 1,
2010
   
   
   
  Provisions
offset against
gross trade
receivables
at
December 31,
2010
   
 
 
   
  Effect of
currency
translation
and business
combinations
   
   
 
 
  Provisions
at
January 1,
2010
   
   
 
2010
  Payments/
utilizations
  Adjustments
of
prior years
  Current
year
  Provisions at
December 31,
2010
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

US specific healthcare plans and program rebates

          755     226     (1,949 )   (8 )   2,138           1,162  

Non-US specific healthcare plans and program rebates

          455     (34 )   (444 )   (9 )   607           575  

Non-healthcare plans and program related rebates, returns and other deductions

    850     884     163     (5,779 )   (32 )   6,056     (782 )   1,360  
                                   

Total

    850     2,094     355     (8,172 )   (49 )   8,801     (782 )   3,097  
                                   

 

 
   
   
   
   
    
  
  
  
Income Statement charge
   
   
 
 
  Provisions
offset against
gross trade
receivables
at
January 1,
2009
   
   
   
  Provisions
offset against
gross trade
receivables
at
December 31,
2009
   
 
 
  Provisions
at
January 1,
2009
   
   
   
 
2009
  Effect of
currency
translation
  Payments/
utilizations
  Adjustments
of
prior years
  Current
year
  Provisions at
December 31,
2009
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

US specific healthcare plans and program rebates

          632           (1,425 )   (13 )   1,561           755  

Non-US specific healthcare plans and program rebates

          333     10     (282 )   3     391           455  

Non-healthcare plans and program related rebates, returns and other deductions

    529     700     77     (3,875 )   5     4,298     (850 )   884  
                                   

Total

    529     1,665     87     (5,582 )   (5 )   6,250     (850 )   2,094  
                                   

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Income Statement charge
   
   
 
 
  Provisions
offset against
gross trade
receivables
at
January 1,
2008
   
   
   
  Provisions
offset against
gross trade
receivables
at
December 31,
2008
   
 
 
  Provisions
at
January 1,
2008
   
   
   
 
2008
  Effect of
currency
translation
  Payments/
utilizations
  Adjustments
of
prior years
  Current
year
  Provisions at
December 31,
2008
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

US specific healthcare plans and program rebates

          675           (1,175 )   (115 )   1,247           632  

Non-US specific healthcare plans and program rebates

          190     (18 )   (281 )   (16 )   458           333  

Non-healthcare plans and program related rebates, returns and other deductions

    632     647     (37 )   (3,730 )   (15 )   3,732     (529 )   700  
                                   

Total

    632     1,512     (55 )   (5,186 )   (146 )   5,437     (529 )   1,665  
                                   


Gross to Net sales reconciliation

 
  Income statement charge    
   
 
2010
  Charged through
revenue deduction
provisions 2010
  Charged directly
without being
recorded in
revenue deduction
provisions 2010
  Total 2010   In % of
2010 gross
sales
 
 
  $ millions
  $ millions
  $ millions
  %
 

Gross sales subject to deductions

                64,069     100.0  

US specific healthcare plans and program rebates

    (2,130 )   (117 )   (2,247 )   (3.5 )

Non-US specific healthcare plans and program rebates

    (598 )   (393 )   (991 )   (1.5 )

Non-healthcare plans and program related rebates, returns and other deductions

    (6,024 )   (4,183 )   (10,207 )   (15.9 )
                   

Total gross to net sales adjustments

    (8,752 )   (4,693 )   (13,445 )   (20.9 )
                   

Net sales

                50,624     79.1  
                       

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  Income statement charge    
   
 
2009
  Charged through
revenue deduction
provisions 2009
  Charged directly
without being
recorded in
revenue deduction
provisions 2009
  Total 2009   In % of
2009 gross
sales
 
 
  $ millions
  $ millions
  $ millions
  %
 

Gross sales subject to deductions

                54,691     100.0  

US specific healthcare plans and program rebates

    (1,548 )         (1,548 )   (2.8 )

Non-US specific healthcare plans and program rebates

    (394 )   (388 )   (782 )   (1.5 )

Non-healthcare plans and program related rebates, returns and other deductions

    (4,303 )   (3,791 )   (8,094 )   (14.8 )
                   

Total gross to net sales adjustments

    (6,245 )   (4,179 )   (10,424 )   (19.1 )
                   

Net sales

                44,267     80.9  
                       

 

 
  Income statement charge    
   
 
2008
  Charged through
revenue deduction
provisions 2008
  Charged directly
without being
recorded in
revenue deduction
provisions 2008
  Total 2008   In % of
2008 gross
sales
 
 
  $ millions
  $ millions
  $ millions
  %
 

Gross sales subject to deductions

                49,972     100.0  

US specific healthcare plans and program rebates

    (1,132 )         (1,132 )   (2.3 )

Non-US specific healthcare plans and program rebates

    (442 )   (201 )   (643 )   (1.3 )

Non-healthcare plans and program related rebates, returns and other deductions

    (3,717 )   (3,021 )   (6,738 )   (13.5 )
                   

Total gross to net sales adjustments

    (5,291 )   (3,222 )   (8,513 )   (17.1 )
                   

Net sales

                41,459     82.9  
                       


Acquisition accounting

        Due to the acquisition of a majority interest in Alcon during 2010, acquisition accounting has had a significant impact on the Group's consolidated financial statements. The Group's consolidated financial statements reflect an acquired business from the date the acquisition has been completed. We account for

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acquired businesses resulting in major ownership using the acquisition method of accounting, which requires the acquired assets and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase consideration over the estimated fair values of acquired net identified assets is recorded as goodwill in the balance sheet and denominated in the functional currency of the related acquisition. Goodwill is allocated to an appropriate cash-generating unit, which is defined as the smallest group of assets that generates independent cash inflows that support the goodwill.

        In-Process Research & Development (IPR&D) is valued as part of the acquisition accounting. Payments for other separately acquired assets in development, such as those related to initial and milestone payments for licensed or acquired compounds, are capitalized as IPR&D intangible assets if they are deemed to enhance our intellectual property. This occurs even if uncertainties continue to exist as to whether the R&D projects will ultimately be successful in producing a commercial product. Estimating the fair value assigned to each class of acquired assets and assumed liabilities is based on expectations and assumptions that have been deemed reasonable by management.

        Contingent considerations to former owners agreed in a business combination, e.g., in the form of milestone payments upon the achievement of certain development stages or sales targets as well as royalties, are recognized as liabilities at fair value as of the acquisition date. Any subsequent changes in amounts recorded as a liability are recognized in the consolidated income statement.


Impairment of long-lived intangible and tangible assets

        We review long-lived intangible and tangible assets for impairment whenever events or changes in circumstance indicate that the asset's balance sheet carrying amount may not be recoverable. In order to assess if there is an impairment, we estimate the future cash flows expected to result from the asset and its eventual disposal.

        Goodwill and the Alcon brand name have an indefinite useful life and impairment testing is done at least annually. Any impairment charge is recorded in the income statement under "Other expenses". IPR&D is also assessed for impairment at least on an annual basis, with any impairment charge recorded in the income statement under "Research & Development expenses". Once a project included in IPR&D has been successfully developed and is available for use, it is amortized over its useful life in the income statement under "Cost of Goods Sold", where any related future impairment charge is also recorded.

        If an asset's balance sheet carrying amount exceeds the higher of its "value in use" to Novartis or "fair value less costs to sell," we will recognize an impairment loss for the difference. "Value in use" is defined as the net present value of future cash flows expected from an asset or cash-generating unit. For intangible assets, we typically use the Discounted Cash Flow method for determining both the value in use and fair value less costs to sell. This method starts with a forecast of all expected future net cash flows. These cash flows, which reflect the risks and uncertainties associated with the assets, are then discounted at an appropriate rate to net present value. The cash flows utilized for value in use are based on management's forecasts. They are adjusted as necessary to use market participant assumptions for a fair value less costs to sell calculation.

        The net present values involve highly sensitive estimates and assumptions specific to the nature of the Group's activities with regard to:

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        Factors that could result in shortened useful lives or impairments include:

        We have adopted a uniform method for assessing goodwill for impairment and any other intangible asset indicated as being possibly impaired. Generally, for intangible assets we use cash flow projections for the whole useful life of these assets, and for goodwill and the Alcon brand name, we utilize cash flow projections for a five-year period based on management forecasts, with a terminal value based on sales projections usually in line with or lower than inflation rates for later periods. Probability-weighted scenarios are typically used.

        Discount rates used in these scenarios are based on the Group's weighted average cost of capital as an approximation of the weighted average cost of capital of a comparable market participant, which are adjusted for specific country and currency risks associated with cash flow projections.

        Due to the above factors, actual cash flows and values could vary significantly from forecasted future cash flows and related values derived using discounting techniques.

        The recoverable amount of a cash-generating unit and related goodwill is usually based on the higher of "fair value less costs of sale" or on the "value in use" derived from applying discounted future cash flows based on the key assumptions in the following table:

 
  Pharmaceuticals   Vaccines and
Diagnostics
  Sandoz   Consumer
Health
 
 
  %
  %
  %
  %
 

Sales growth rate assumptions after forecast period

    0.6     2.0     0 to 2.0     (10.0) to 2.0  

Discount rate

    7.0     7.0     7.0     7.0  

        There has been no triggering event concerning Alcon between the date of acquisition of majority ownership of August 25, 2010 and December 31, 2010 that indicates that an impairment is necessary of any values determined as part of the final allocation of the purchase price as of August 25, 2010.

        In 2010, Novartis recorded impairment charges totaling $1.0 billion. These relate to impairment charges related to terminated development projects of $356 million for Mycograb, $250 million for PTZ601, $228 million for albinterferon alfa-2b and $120 million for ASA404. Additionally, $40 million were recorded for various other impairments in the Pharmaceuticals Division. Novartis also recorded various impairment charges of $24 million in the Sandoz and Consumer Health Divisions.

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        In 2009, impairment charges of $132 million were recorded, mainly for terminated development projects or for where the anticipated cash flows from future sales no longer supported the carrying value of the intangible assets. This related to various impairment charges of $88 million, mainly for upfront and milestone payments in the Pharmaceuticals Division and $44 million in the Vaccines and Diagnostics, Sandoz and Consumer Health Divisions.

        Impairment charges that were recorded in previous years led to reversals in 2010 that amounted to $107 million mainly relating to Famvir product rights (2009: $106 million).

        In 2008, we recorded impairment charges of $344 million, which included a full impairment of $223 million for the termination of the Aurograb (infections) development project and $97 million for various impairments of upfront and milestone payments and product rights in the Pharmaceuticals Division. Additionally, various impairments totaling $24 million were recorded in the other divisions.

        The amount of goodwill and other intangible assets on our consolidated balance sheet has increased significantly in recent years, primarily due to acquisitions. Although no significant additional impairments are currently anticipated, impairment testing could lead to material impairment charges in the future. For more information, see "Item 18. Financial Statements—note 11".


Investments in associated companies

        We use the equity method to account for investments in associated companies (defined as investments in companies that correspond to holdings of between 20% and 50% of a company's voting shares or over which we otherwise have significant influence).

        Various estimates are used in applying the equity method, so subsequent adjustments may be required once an associated company publishes financial results or makes public other information. This applies in particular to our investment in Roche Holding AG.

        We consider investments in associated companies for impairment testing whenever a company's quoted share price has fallen to a fair value below our per-share carrying value. For unquoted investments in associated companies, the latest available financial information is used to assess whether impairment testing is necessary. Where there is an indication that separately identified assets of the associated company, other than implicit goodwill, might be impaired an impairment test is performed. Any impairment charge is recorded in the consolidated income statement under "Income from associated companies".

        The amount of investments in associated companies on our consolidated balance sheet increased significantly in recent years, primarily due to the Alcon investment in 2008. Following the increase in the Novartis interest to a majority ownership of approximately 77% as of August 25, 2010, Alcon is no longer an associated company but is fully consolidated.


Retirement and other post-employment benefit plans

        We sponsor pension and other post-employment benefit plans in various forms that cover a significant portion of our current and former associates. We are required to make significant assumptions and estimates about future events in calculating the expense and the present value of the liability related to these plans. These include assumptions about the discount rates we apply to estimate future liabilities, expected returns on plan assets and rates of future compensation increases. In addition, our actuarial consultants provide our management with historical statistical information such as withdrawal and mortality rates in connection with these estimates.

        Assumptions and estimates used by the Group may differ materially from the actual results we experience due to changing market and economic conditions, higher or lower withdrawal rates, or longer/shorter life spans of participants among other factors. For example, a decrease in the discount rate we apply in determining the present value of the obligations of one-half of one percent would have increased

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our year-end defined benefit obligation by approximately $1.1 billion. If the 2010 discount rate had been one-half of one percentage point lower than actually assumed, pension expense would have decreased by approximately $9 million, and if the same decrease was also assumed for the return on assets, pension expense would have increased by $76 million. We record differences between assumed and actual income and expense as "Actuarial gains/losses" in the consolidated statement of comprehensive income. These differences could have a material effect on our total equity. For more information on obligations under retirement and other post-employment benefit plans and underlying actuarial assumptions, see "Item 18. Financial Statements—note 25".


Derivative financial instruments and related cash flow hedging

        Derivative financial instruments are initially recognized in the balance sheet at fair value and subsequently remeasured to their current fair value. Any gain or loss on the hedging instrument relating to the effective portion of changes in the fair value of derivatives in cash flow hedges are recognized in the statement of comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the income statement.

        When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in the consolidated statement of comprehensive income at that time is recognized in the consolidated income statement when the committed or forecasted transaction is ultimately recognized. Management assesses the probability of the forecasted transaction occurring when determining whether the impact of a cash flow hedge can be deferred in the consolidated statement of comprehensive income. Amounts are only deferred when management judges the forecasted transaction to be probable.


Equity-based compensation

        The fair value of Novartis shares, restricted shares, restricted share units (RSU) and American Depositary Shares (ADS) and Alcon restricted share units (RSU) and related Novartis and Alcon options granted to associates as compensation are recognized as an expense over the related vesting or service period adjusted to reflect actual and expected vesting levels. The charge for equity-based compensation is included in personnel expenses in the subsidiaries where associates receiving equity-based compensation are employed. An option's fair value at grant date is calculated using an option pricing valuation method. Novartis shares, restricted shares, RSUs and ADSs and Alcon RSUs are valued using the market value on grant date. Accurately measuring the value of share options is difficult and requires an estimate of key factors used in the valuation model. These key factors involve uncertain future events, expected share price volatility and expected dividend yield. For detailed information on the Group's equity-based compensation plans and underlying assumptions for valuation of share options granted in 2010, see "Item 18. Financial Statements—note 26".


Contingencies

        A number of our subsidiaries are involved in various government investigations and legal proceedings (intellectual property, product liability, commercial, employment and wrongful discharge, environmental claims, etc.) arising out of the normal conduct of their businesses. For more information, see "Item 18. Financial Statements—note 20".

        We record accruals for contingencies when it is probable that a liability has been incurred and the amount can be reliably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. For product liability claims, a significant portion of the overall accrual is actuarially determined based on factors such as past experience, amount and number of claims reported, and estimates of claims incurred but not yet reported. We provide for individually significant cases when probable and the amount can be reliably estimated. Legal defense costs are accrued when they

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are expected to be incurred in connection with a loss contingency and the amount can be reliably estimated.

        In some instances, the inherent uncertainty of litigation, the resources required to defend against governmental actions, the potential impact on our reputation, and the potential for exclusion from US federal government reimbursement programs have contributed to decisions by companies in our industry to enter into settlement agreements with governmental authorities. These settlements have had in the past, and may continue in the future, to involve large cash payments, including potential repayment of amounts that were allegedly improperly obtained and penalties of up to treble damages. In addition, matters underlying governmental investigations and settlements may be the subject of separate private litigation.

        Provisions are recorded for environmental remediation costs when expenditure on remedial work is probable and the cost can be reliably estimated. Remediation costs are provided for under "Non-current liabilities" in the Group's consolidated balance sheet. They are estimated by calculating the present value of expected costs. Provisions relating to estimated future expenditure for liabilities do not usually reflect any insurance or other claims or recoveries, since these are only recognized when the amount is reasonably estimable and collection is virtually certain.


Research and Development

        Internal Research & Development (R&D) costs are fully charged to the consolidated income statement in the period in which they are incurred. We consider that regulatory and other uncertainties inherent in the development of new products preclude the capitalization of internal development expenses as an intangible asset until marketing approval from the regulatory authority is obtained in a relevant major market, such as for the US, the EU, Switzerland or Japan.

        Payments made to third parties in compensation for subcontracted R&D that is deemed not to enhance our intellectual property, such as contract research and development organizations, are expensed as internal R&D expenses in the period in which they are incurred. Such payments are only capitalized if they meet the criteria for recognition as an internally generated intangible asset, usually when marketing approval has been achieved from a regulatory authority in a major market.

        Payments made to third parties in order to in-license or acquire intellectual property rights, compounds and products (In-Process Research & Development assets, "IPR&D"), including initial upfront and subsequent milestone payments, are capitalized as are payments for other assets, such as technologies to be used in R&D activities. If additional payments are made to the originator company to continue to perform R&D activities, an evaluation is made as to the nature of the payments. Such additional payments will be expensed if such additional payments are deemed to be compensation for subcontracted R&D services not resulting in an additional transfer of intellectual property rights to Novartis. By contrast, such additional payments will be capitalized if these additional payments are deemed to be compensation for the transfer to Novartis of additional intellectual property developed at the risk of the originator company. Subsequent internal R&D costs in relation to IPR&D and other assets are expensed since the technical feasibility of the internal R&D activity can only be demonstrated by the receipt of marketing approval for a related product from a regulatory authority in a major market.

        Costs for post-approval studies performed to support the continued registration of a marketed product are recognized as marketing expenses. Costs for activities that are required by regulatory authorities as a condition for obtaining marketing approval are charged as development expenses as they are incurred in cases where it is anticipated that the related product will be sold over a longer period than the activities required to be performed to obtain the marketing approval. In the rare cases where costs related to the conditional approval need to be incurred over a period beyond that of the anticipated product sales, then the expected costs of these activities will be expensed over the shorter period of the anticipated product sales.

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        IPR&D assets are amortized once the related project has been successfully developed and regulatory approval for a product launch obtained and acquired technologies are amortized over their estimated useful lives.


Taxes

        We prepare and file our tax returns based on an interpretation of tax laws and regulations and record estimates based on these judgments and interpretations. Our tax returns are subject to examination by the competent taxing authorities, which may result in an assessment being made requiring payments of additional tax, interest or penalties. Inherent uncertainties exist in our estimates of our tax positions. We believe that our estimated amounts for current and deferred tax assets or liabilities, including any amounts related to any uncertain tax positions, are appropriate based on currently known facts and circumstances.


New accounting pronouncements

        The following new or amended IFRS standard which, based on a Novartis analysis, is the only one of significance to the Group, has not yet been adopted.

        In 2009, sections of IFRS 9 "Financial Instruments: Classification and Measurement" and "Financial Assets" were issued but only require to be adopted by January 1, 2013 although earlier adoption is permitted. This standard will substantially change the classification and measurement of financial instruments, hedging requirements and the recognition of certain fair value changes in the consolidated financial statements. Novartis is currently evaluating the potential impact that this standard will have on the Group's consolidated financial statements.


SEGMENT REPORTING

        The wholly-owned businesses of Novartis are divided on a worldwide basis into four operating divisions (Pharmaceuticals, Vaccines and Diagnostics, Sandoz and Consumer Health) and Corporate activities. As of December 31, Novartis owned 77% of Alcon, Inc., an independent Swiss corporation, listed on the New York Stock Exchange, and it is treated as a separate segment. These segments reflect the Group's internal management structure. They are managed separately because they each manufacture, distribute and sell distinct products that require differing marketing strategies.

        Inter-segmental sales are made at amounts considered to approximate arm's-length transactions. Currently, we principally evaluate segment performance and allocate resources based on operating income.


Pharmaceuticals Division

        Pharmaceuticals researches, develops, manufactures, distributes, and sells branded prescription medicines in the following therapeutic areas: Cardiovascular and Metabolism; Oncology; Neuroscience and Ophthalmics; Respiratory; Integrated Hospital Care; and additional products. Pharmaceuticals is organized into global business franchises responsible for the development and marketing of various products as well as a business unit, called Novartis Oncology, responsible for the global development and marketing of oncology products. The Novartis Oncology Business Unit is not required to be disclosed separately as a segment since it shares common long-term economic perspectives, customers, research, development, production, distribution and regulatory factors with the rest of the division.

        Pharmaceuticals is the largest contributor among the segments accounting in 2010 for $30.6 billion, or 60.3%, of net sales and for $8.8 billion, or 72.3%, of operating income (excluding Corporate Income & Expense, net).

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Vaccines and Diagnostics Division

        Vaccines and Diagnostics researches, develops, manufactures, distributes and sells preventive vaccines and diagnostic tools. Novartis Vaccines is a leading global developer and manufacturer of human vaccines. Key products include influenza, meningococcal, pediatric and traveler vaccines.

        Novartis Diagnostics is a blood testing and molecular diagnostics business dedicated to preventing the spread of infectious diseases through novel blood-screening tools that protect the world's blood supply.

        In 2010, Vaccines and Diagnostics accounted for $2.9 billion, or 5.8%, of net sales and provided $612 million, or 5.0%, of operating income (excluding Corporate Income & Expense, net).


Sandoz Division

        Sandoz is a leading global generic pharmaceuticals company that develops, manufactures, distributes and sells prescription medicines, as well as pharmaceutical and biotechnological active substances, which are not protected by valid and enforceable third-party patents. Sandoz has activities in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables (following the acquisition of EBEWE Pharma, which was completed in September 2009). In Retail Generics, Sandoz develops, manufactures, distributes and sells active ingredients and finished dosage forms of medicines, as well as supplying active ingredients to third parties. In Anti-Infectives, Sandoz develops, manufactures, distributes and sells active pharmaceutical ingredients and intermediates, mainly antibiotics, for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures, distributes and sells protein- or biotechnology-based products (known as "biosimilars" or follow-on biologics) and sells biotech manufacturing services to other companies. In Oncology Injectables, Sandoz develops, manufactures, distributes and sells cytotoxic products for the hospital market.

        Sandoz offers more than 1,000 compounds in more than 130 countries. Sandoz is the Group's second largest division, both in terms of contributions to net sales and operating income. In 2010, Sandoz accounted for $8.5 billion, or 16.8%, of net sales and for $1.3 billion, or 10.5% of operating income (excluding Corporate Income & Expense, net).


Consumer Health Division

        Consumer Health consists of three Business Units: OTC (over-the-counter medicines), Animal Health and CIBA Vision. Each has its own research, development, manufacturing, distribution and selling capabilities. However, none are material enough to the Group to be separately disclosed as a segment. OTC offers readily available consumer medicine; Animal Health provides veterinary products for farm and companion animals; and CIBA Vision markets contact lenses and lens care products.

        In 2010, Consumer Health accounted for $6.2 billion, or 12.3%, of net sales and for $1.2 billion, or 9.5%, of operating income (excluding Corporate Income & Expense, net).


Alcon. Inc.

        Alcon, Inc. is an independent Swiss corporation listed on the New York Stock Exchange (NYSE: ACL), which discovers, develops, manufactures and markets innovative eye care products to improve the quality of life by helping people see better. Since our acquisition of Nestlé's remaining 52% interest in Alcon on August 25, 2010, Novartis became the majority owner of Alcon. With the achievement of the 77% majority ownership, Novartis and Alcon have sought to create greater value together for all stakeholders through collaborations that would benefit both companies. On December 15, 2010, Novartis announced that it had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings, and other customary closing conditions. Since the achievement of the majority ownership, and until a

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100% merger is completed, all collaborations between the companies have been within the framework of arm's length transactions. In 2010, Alcon (consolidated since August 25, 2010) accounted for $2.4 billion, or 4.8%, of Group net sales, and for $323 million, or 2.7%, of Group operating income (excluding Corporate income and expense, net).


Corporate

        Income and expenses relating to Corporate include the costs of our headquarters and corporate coordination functions in major countries. In addition, Corporate includes certain items of income and expense that are not attributable to specific divisions, including global IT infrastructure and corporate research. This latter activity will be reported in the Pharmaceuticals Division from January 1, 2011.

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FACTORS AFFECTING COMPARABILITY OF YEAR-ON-YEAR RESULTS OF OPERATIONS

Recent Acquisitions and Divestments

        The comparability of the year-on-year results of our operations for the total Group can be significantly affected by acquisitions and divestments. For more detail how these actions have affected our results, see "Factors Affecting Results of Operations—Acquisitions, Divestments and Other Significant Transactions" above.


RESULTS OF OPERATIONS

2010 Compared to 2009

Key Figures

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
  Change in
constant
currencies
 
 
  $ millions
  $ millions
  %
  %
 

Net sales

    50,624     44,267     14     14  

Other Revenues

    937     836     12     11  

Cost of Goods Sold

    (14,488 )   (12,179 )   19     19  

Marketing & Sales

    (13,316 )   (12,050 )   11     10  

Research & Development

    (9,070 )   (7,469 )   21     20  

General & Administration

    (2,481 )   (2,281 )   9     7  

Other income

    1,234     782     58     56  

Other expense

    (1,914 )   (1,924 )   (1 )   (1 )
                   

Operating income

    11,526     9,982     15     17  

Income from associated companies

    804     293     174     173  

Financial income

    64     198     (68 )   (68 )

Interest expense

    (692 )   (551 )   26     25  
                   

Income before taxes

    11,702     9,922     18     19  

Taxes

    (1,733 )   (1,468 )   18     18  
                   

Group net income

    9,969     8,454     18     20  
                   

Attributable to:

                         
 

Shareholders of Novartis AG

    9,794     8,400     17     18  
 

Non-controlling interests

    175     54     224     226  

Basic earnings per share

   
4.28
   
3.70
   
16
   
17
 

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Core Key Figures

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
  Change in
constant
currencies
 
 
  $ millions
  $ millions
  %
  %
 

Core operating income

    14,006     11,437     22     24  

Core net income

    12,029     10,267     17     18  

Core earnings per share

    5.15     4.50     14     15  


Currency Fluctuations

        Significant changes in the value of the US dollar, our reporting currency, in 2010 against various currencies—particularly the Swiss franc and euro—had an overall negative currency translation effect on results of operations in 2010, and as a result affected the comparability of results of operations for 2010 with 2009. For more information, see "Effects of Currency Fluctuations" above.

Overview—Results Operations

        Strong growth in all businesses including the consolidation of Alcon, Inc. (Alcon) drove the Group's healthcare portfolio in 2010 to another year of record results.

        Net sales rose 14% (+14% cc) to $50.6 billion driven by strong growth in all businesses, including $2.4 billion from the consolidation of Alcon. Recently launched products provided $10.4 billion of net sales in the 2010 period (excluding Alcon), representing 21% of net sales compared to 16% in the 2009 period. Pharmaceuticals sales expanded 7% (+6% cc) to $30.6 billion driven by 8 percentage points of volume expansion. Recently launched products contributed 21% of Pharmaceuticals sales, up from 16% in 2009. Sandoz achieved double-digit sales growth in 2010 ($8.5 billion, +14%, +15% cc) supported by strong growth in US retail generics and biosimilars (+46% cc) and emerging markets such as Middle East, Turkey and Africa (+22% cc). Vaccines and Diagnostics grew to $2.9 billion (+25% cc), including $1.3 billion of A (H1N1) pandemic flu vaccines. Excluding A (H1N1) pandemic flu vaccines, the business grew 16%. Consumer Health grew 7% (+6% cc) to $6.2 billion, with all three business units delivering solid growth in their respective markets.

        Operating income rose 15% (+17% cc) to $11.5 billion on the volume-driven sales expansion. Unfavorable currency movements negatively impacted operating income by two percentage points. Operating income margin improved 0.3 percentage points to 22.8% of net sales. Exceptional items arising in the year totaled a net $1.3 billion, comprising: impairments ($1.0 billion), legal settlements ($240 million), restructuring costs ($198 million), and Alcon-related costs ($596 million), partially offset by divestment and pension curtailment gains ($690 million).

        Core operating income rose 22% (+24% cc) to $14.0 billion, and the core operating income margin rose 1.9 percentage points to 27.7% of net sales. Included in the core operating margin improvement of 1.9 percentage points were a benefit from Alcon of 0.4 percentage points and higher A (H1N1) pandemic flu vaccine sales of 0.5 percentage points, resulting in the increase in the underlying margin of 1.0 percentage points.

        Net income advanced 18% to $10.0 billion ahead of operating income growth due to higher income from associated companies (+173% cc), offset by higher financial expenses from the Alcon financing. Earnings per share (EPS) rose 16% (+17% cc) to $4.28 from $3.70 in the 2009 period. Core net income

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grew 17% (+18% cc) to $12.0 billion, while core EPS was up 14% (+15% cc) to $5.15 from $4.50 in the year-ago period.


Net Sales

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
  Change in
constant
currencies
 
 
  $ millions
  $ millions
  %
  %
 

Pharmaceuticals

    30,558     28,538     7     6  

Vaccines and Diagnostics

    2,918     2,424     20     25  

Sandoz

    8,518     7,493     14     15  

Consumer Health

    6,204     5,812     7     6  

Total Novartis excl. Alcon, Inc.

    48,198     44,267     9     9  

Alcon, Inc.

    2,426                    
                   

Net sales

    50,624     44,267     14     14  
                   

Pharmaceuticals Division

        Net sales expanded 7% (+6% cc) to $30.6 billion driven by 8 percentage points of volume expansion, partly offset by a negative pricing impact of 2 percentage points. Recently launched products provided $6.6 billion of net sales in the 2010 period, representing 21% of net sales compared to 16% in the 2009 period.

        Europe remained the largest region ($10.9 billion, +7% cc) particularly benefiting from recently launched products generating 28% of its net sales. The US ($10.0 billion, +5% cc), as well as Latin America and Canada ($2.9 billion, +14% cc), maintained solid growth rates. Japan's performance ($3.3 billion, 0% cc) was flat versus the prior year due to the biannual price cuts and angiotensin receptor blockers (ARB) market slowdown. The top six emerging markets ($2.9 billion, +9% cc) were led by double-digit growth from India, Russia, South Korea and China, partly offset by the impact of cost-containment measures in Turkey.

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Top Twenty Pharmaceuticals Division Product Net Sales—2010

Brands
  Therapeutic area   United
States
  Change
in constant
currencies
  Rest of
world
  Change
in constant
currencies
  Total   Change
in $
  Change
in constant
currencies
 
 
   
  $ millions
  %
  $ millions
  %
  $ millions
  %
  %
 

Diovan/Co-Diovan

  Hypertension     2,520     1     3,533     (1 )   6,053     1        

Gleevec/Glivec

  Chronic myeloid leukemia     1,285     18     2,980     3     4,265     8     7  

Lucentis

  Age-related macular degeneration                 1,533     24     1,533     24     24  

Zometa

  Cancer complications     721           790     4     1,511     3     2  

Femara

  Breast cancer     650     14     726     5     1,376     9     9  

Sandostatin

  Acromegaly     511     12     780     11     1,291     12     11  

Exelon/Exelon Patch

  Alzheimer's disease     379     5     624     6     1,003     5     6  

Exforge

  Hypertension     284     24     620     41     904     35     35  

Neoral/Sandimmun

  Transplantation     82     (9 )   789     (6 )   871     (5 )   (7 )

Voltaren (excl. OTC)

  Inflammation/pain           nm     791           791     (1 )   (1 )
                                   

Top ten products total

        6,432     7     13,166     5     19,598     6     6  

Exjade

  Iron chelator     264     7     498     22     762     17     16  

Comtan/Stalevo

  Parkinson's disease     231     6     369     8     600     8     8  

Reclast/Aclasta

  Osteoporosis     393     20     186     29     579     23     23  

Ritalin/Focalin

  Attention Deficit/Hyperactivity Disorder     339     (1 )   125     15     464     3     3  

Myfortic

  Transplantation     163     21     281     25     444     26     23  

Tekturna/Rasilez

  Hypertension     207     29     231     83     438     51     53  

Lescol

  Cholesterol reduction     97     (20 )   339     (25 )   436     (23 )   (24 )

Tasigna

  Chronic myeloid leukemia     134     116     265     78     399     88     89  

Galvus

  Diabetes                 391     122     391     117     122  

Xolair

  Asthma     24     (73 )   345     44     369     9     12  
                                   

Top 20 products total

        8,284     7     16,196     9     24,480     9     8  

Rest of portfolio

        1,759     (4 )   4,319     1     6,078           (1 )
                                   

Total Division sales

        10,043     5     20,515     7     30,558     7     6  
                                   


nm—not
meaningful

Pharmaceuticals Division product highlights—Selected leading products

        Notes: Net sales growth data refer to 2010 worldwide performance in constant currencies. Growth rates are not provided for some recently launched products since they are not meaningful.

Cardiovascular and Metabolism

        Diovan ($6.1 billion, 0% cc) maintained sales in 2010 based on its status as the only medicine in the angiotensin receptor blocker (ARB) class approved to treat high blood pressure, high risk heart attack survivors and heart failure. Japan, which accounts for 20% of annual sales contracted slightly due to biannual price cuts, while sales also declined modestly in Europe, where the entry of generic versions of losartan, another medicine in the ARB segment, occurred in early 2010. In the US (+1%), Diovan increased its leadership of the ARB segment despite the overall shrinking of the branded anti-hypertension market due to increasing use of generic medicines in other anti-hypertensive classes.

        Exforge ($904 million, +35% cc), a single-pill combination of the angiotensin receptor blocker Diovan (valsartan) and the calcium channel blocker amlodipine, has delivered above-market growth and set new standards for high blood pressure combination therapies since its launch in 2007. Exforge gained approval

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in Japan in January 2010. Exforge HCT, which adds a diuretic (hydrochlorothiazide), was launched in the US in 2009 and in Europe and Latin America in 2010 as a single-pill therapy with three medicines.

        Tekturna/Rasilez ($438 million, +53% cc), the first in a new class of medicines known as direct renin inhibitors to treat high blood pressure, has been growing consistently since its launch in 2007 based on positive clinical data demonstrating its prolonged efficacy in lowering blood pressure for more than 24 hours and superiority in clinical trials over ramipril, a leading angiotensin converting enzyme (ACE) inhibitor. Valturna—a single-pill combination with Diovan (valsartan)—was launched in the US in late 2009, joining the group of single-pill combinations that involve aliskiren, the active ingredient in Tekturna/ Rasilez. Tekamlo, a single-pill combination of aliskiren and amlodipine was approved in the US in August, 2010. Amturnide, a triple combination with amlodipine and a diuretic was approved in the US in December 2010. EU reviews for the double combination of aliskiren and amlodipine as well as the triple combination incorporating a diuretic are ongoing in the EU. The EU application for Rasival, a combination of valsartan and aliskiren was withdrawn in September 2010.

        Galvus/Eucreas ($391 million, +122% cc), oral treatments for type 2 diabetes, more than doubled sales in 2010 due to strong growth in many European, Latin American and Asia-Pacific markets since its launch in 2007. Galvus and Eucreas, a single-pill combination of Galvus with metformin that accounts for the majority of sales, have attained the highest sales in the DPP-4 market segment in some countries. Galvus was approved in Japan in January, 2010, under brand name Equa, and in November Novartis K.K. signed an agreement to co-promote the product in Japan with Sanofi-Aventis K.K.

Oncology

        Gleevec/Glivec ($4.3 billion, +7% cc), a targeted therapy for some forms of chronic myeloid leukemia (CML) and gastrointestinal stromal tumors (GIST), maintained solid growth based on its leadership position in treating these cancers backed by new clinical data and regulatory approvals. Gleevec/Glivec was approved in 2009 was for use in adjuvant (post-surgery) GIST patients, which is now approved in 57 countries.

        Tasigna ($399 million, +89% cc), has shown rapid growth as a next-generation targeted therapy for newly diagnosed CML patients following approvals in several key markets for this indication including the US, EU, Japan and Switzerland. Tasigna also gained increased share in imatinib resistant/intolerant patients. Trials are underway examining the use of Tasigna in CML with suboptimal response to Glivec, as well as a Phase III trial in patients with GIST.

        Zometa ($1.5 billion, +2% cc), an intravenous bisphosphonate therapy for patients with certain types of cancer that has spread to the bones, is growing due to improved compliance and use in existing indications. Regulatory submissions in the US and EU for use of Zometa as an adjuvant therapy in pre- and post-menopausal women with breast cancer were withdrawn in Q4 2010 after the AZURE trial did not meet its primary endpoint in the overall population. However, in a pre-defined subgroup of women with well-established menopause, an improvement in disease-free survival was shown in the Zometa arm. Novartis will discuss future regulatory plans with health authorities based on these data. Zoledronic acid, the active ingredient in Zometa (4 mg), is also available under the trade names Reclast/Aclasta (5 mg) for use in non-oncology indications with different dosing. Zometa is facing new competition from denosumab, a product of Amgen.

        Femara ($1.4 billion, +9% cc), a treatment for early stage or advanced breast cancer in postmenopausal women, achieved strong sustained growth in key markets. We anticipate new generic competition in the US in the first half of 2011 and later in the year in Europe's major markets thus significantly reducing future sales.

        Sandostatin ($1.3 billion, +11% cc) benefited from the increasing use of Sandostatin LAR in treating symptoms of patients with neuroendocrine tumors (NET).

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        Exjade ($762 million, +16% cc), continued to expand with strong growth based on new patients, expanded access and increased dosing in the US and key markets around the world. Exjade is currently approved in more than 100 countries, including China since June 2010, as the only once-daily oral therapy for transfusional iron overload.

        Afinitor ($243 million), an oral inhibitor of the mTOR pathway used across multiple diseases, expanded its indications in the US with an accelerated FDA approval for the treatment of patients with subependymal giant cell astrocytomas (SEGA), a benign brain tumor associated with tuberous sclerosis requiring therapeutic intervention but who are not candidates for curative surgical resection. The effectiveness of Afinitor is based on a 28-patient Phase II study. A Phase III study has completed enrollment to further explore the clinical benefits of Afinitor for patients with SEGA associated with tuberous sclerosis. Regulatory submissions have been filed in the EU for this indication under the trade name Votubia. Afinitor is also an approved treatment for advanced renal cell carcinoma (kidney cancer) following VEGF-targeted therapy. The FDA granted Afinitor priority review status for the treatment of advanced neuroendocrine tumors (NET) and a decision is expected in 2011. Worldwide submissions for the treatment of patients with advanced NET are underway. Everolimus, the active ingredient in Afinitor, is also available under the trade names Zortress/Certican for use in non-oncology indications. Everolimus is exclusively licensed to Abbott and sublicensed to Boston Scientific for use in drug-eluting stents.

Neuroscience and Ophtalmics

        Lucentis ($1.5 billion, +24% cc), a biotechnology eye therapy now approved in more than 85 countries, delivered sustained growth particularly in France, the United Kingdom, Canada and Japan. Lucentis is the only treatment proven to maintain and improve vision in patients with "wet" age-related macular degeneration, a leading cause of blindness in people over age 50. Lucentis was approved in January 2011 in Europe for the treatment of visual impairment due to diabetic macular edema (DME), an eye condition related to long-standing diabetes that may lead to blindness. In Q4 2010 Novartis filed an application in the EU for the treatment of visual impairment due to macular edema secondary to branch / central retinal vein occlusion. Genentech holds the US rights to this medicine.

        Exelon/Exelon Patch ($1.0 billion, +6% cc), a therapy for mild to moderate forms of Alzheimer's disease dementia as well as dementia linked with Parkinson's disease, achieved blockbuster status in 2010. The majority of sales are for Exelon Patch, the novel skin patch launched in 2007, now available in more than 75 countries worldwide for Alzheimer's disease dementia, including more than 20 countries where it is also approved for dementia associated with Parkinson's disease.

        Extavia ($124 million), for relapsing forms of multiple sclerosis (MS), was launched in 2009 in the US and more than 30 other countries, marked the entry of Novartis into the field of MS. Extavia is the Novartis-branded version of Betaferon®/Betaseron®.

        Gilenya ($15 million) has launched as a first-line treatment for relapsing forms of MS in the US and for relapsing-remitting MS in Russia. It was also approved as a first-line treatment for relapsing forms of MS in Australia, Switzerland and the United Arab Emirates. Gilenya is currently under regulatory review in the EU, where it was filed in December 2009, and with health authorities worldwide, including Canada, Turkey and Brazil. Initial sales uptake in the US is in line with expectations with sales of $13 million since its launch in October 2010.

        Comtan/Stalevo ($600 million, +8% cc), a treatment for Parkinson's disease, has grown mainly due to growing prescriber familiarity and continued geographical expansion of Stalevo, an enhanced levodopa therapy.

Respiratory

        Xolair ($369 million, +12% cc, Novartis sales), a biotechnology drug for moderate to severe persistent allergic asthma in the US and severe persistent allergic asthma in Europe, maintained solid

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growth due to its global presence and approvals in more than 85 countries. A Phase III trial is progressing to support registration in China. Xolair Liquid, a new formulation in pre-filled syringes to enable easier administration than with the conventional lyophilized formulation, is expected to be launched in Europe in 2011. Novartis co-promotes Xolair with Genentech in the US and shares a portion of operating income.

        Onbrez Breezhaler (QAB149, indacaterol) ($33 million) has demonstrated strong sales growth since its approval in the EU in November 2009 as a once-daily long-acting beta-2 agonist (LABA) for adults with chronic obstructive pulmonary disease (COPD). Onbrez Breezhaler is now approved in more than 40 countries and is available in 13 European markets, with further launches planned during 2011. In November 2010, Novartis announced results of the blinded Phase III INTENSITY study showing that Onbrez Breezhaler 150 mcg is as effective as tiotropium in improving lung function in patients with COPD, while providing greater clinical benefits in terms of reduced breathlessness, lower use of rescue medication and improved health status. The application for US approval (under the brand-name Arcapta Neohaler) is expected to be reviewed by an FDA Advisory Committee in March 2011.

Integrated Hospital Care

        Reclast/Aclasta ($579 million, +23% cc), a once-yearly infusion therapy for osteoporosis, continues to expand on increasing patient access to infusion centers and a broad range of use in patients with various types of this debilitating bone disease. Approvals have been received in over 90 countries for up to six indications, including the treatment of osteoporosis in men and postmenopausal women. Six-year data from a pivotal fracture trial reinforced the long-term efficacy and safety profile of Reclast/Aclasta. Zoledronic acid, the active ingredient in Reclast/Aclasta, is also available in a number of countries in a different dosage for use in oncology indications under the trade name Zometa.

        Zortress/Certican ($144 million, +25% cc), a transplantation medicine, generated solid growth based on its availability in more than 80 countries to prevent organ rejection in adult kidney and heart transplantation, including the US, where its was launched in April 2010 for adult kidney transplantation under the brand name Zortress. This medicine, which has the same active ingredient as Afinitor (everolimus), has been shown to have good immunosuppressive efficacy and a manageable side-effect profile.

        Ilaris ($26 million) is a fully human monoclonal antibody that selectively binds and neutralizes interleukin-1ß (IL-1ß), a pro-inflammatory cytokine. Since 2009, Ilaris has been approved in over 40 countries for the treatment of children aged four years and older and adults suffering from cryopyrin-associated periodic syndrome (CAPS), a group of rare auto-inflammatory disorders that affect approximately one out of one million people. Novartis has filed for European regulatory approval of Ilaris for the treatment of gouty arthritis attacks based on data from two Phase III registration studies that met their primary endpoints. US submission is on track for the first quarter of 2011. Novartis is also pursuing other diseases in which IL-1ß is believed to play an important role, such as systemic juvenile idiopathic arthritis (SJIA) and cardiovascular indications. Select subsets of patients with these diseases would be eligible for treatment with Ilaris, if approved.

        Neoral/Sandimmun ($871 million, -7% cc), for organ transplantation, has experienced modestly declining sales despite ongoing generic competition in recent years based on its pharmacokinetic profile, reliability and use in treating a life-threatening condition.

        Myfortic ($444 million, +23% cc), a transplantation medicine, is approved in more than 90 countries for the prevention of acute rejection of kidney allografts and is indicated in combination with cyclosporine and corticosteroids. Myfortic was first approved in the US in 2004 and in the EU in 2003.

Other

        Voltaren ($791 million, -1% cc, excluding OTC sales), a treatment for various inflammation and pain conditions, no longer has patent protection in key markets around the world, but has continued to

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generate growth in regions such as Latin America, the Middle East, Africa and Asia based on long-term trust in the brand.

        Lescol ($436 million, -24% cc), a statin drug used to reduce cholesterol, has experienced declining sales in the US following the 2007 launch of a generic version of simvastatin, another medicine in this class. Europe and other regions also have been hurt by the entry of generic versions of rival drugs in this class. Loss of exclusivity and launch of generics in Europe and Japan have negatively impacted performance. Key emerging markets, including China are showing growth.

        Ritalin/Focalin ($464 million, +3% cc), for treatment of Attention Deficit/Hyperactivity Disorder (ADHD), has benefited from use of the long-acting Ritalin LA and Focalin XR patent-protected formulations that involve methylphenidate, the active ingredient in Ritalin that has faced generic competition for some time in many countries.

Vaccines and Diagnostics Division

        Net sales were $2.9 billion for 2010 (+25% cc) compared to $2.4 billion in 2009. Deliveries for supply contracts with governments around the world for A (H1N1) pandemic flu vaccines and adjuvants generated net sales of $1.3 billion, significantly driving the sales increase compared to 2009. Excluding the A (H1N1) pandemic flu, the business experienced strong growth (+16% cc) driven by the strong seasonal flu season, expansion of the vaccines business in emerging markets and launch of Menveo.

Sandoz Division

        Sandoz achieved double-digit sales growth in 2010 ($8.5 billion, +14%, +15% cc) versus 2009 driven by strong growth in US retail generics and biosimilars (+46% cc) and emerging markets. Volume expanded 22 percentage points due to new product launches, the inclusion of EBEWE Pharma's specialty generics business (contributing 4 percentage points) and continued strong results from biosimilars which together more than compensated for price erosion of 7 percentage points. German retail generics and biosimilars declined by $100 million (-6% cc), as the market was impacted by numerous healthcare reforms.

        US sales growth in 2010 was driven by successful execution of new product launches including enoxaparin ($462 million), tacrolimus ($184 million), losartan ($145 million), lansoprazole ($123 million) and gemcitabine ($58 million). Sandoz's enoxaparin exclusivity in the US could change at any time, whereas lansoprazole ODT and gemcitabine will face increased competition in the US in April and May 2011, respectively.

        Biosimilar sales expanded rapidly (+63% cc) to $185 million.

Consumer Health Division

        Sales grew 7% (+6% cc) to $6.2 billion and all Consumer Health businesses delivered growth ahead of their respective markets for 2010.

        All regions contributed to sales growth in OTC (+5% cc), supported by double-digit growth of the key brands Voltaren, Nicotinell and Excedrin. Pantoloc Control was successfully launched in 14 European markets in 2010 and will continue to support growth in the gastrointestinal franchise. Retail sales of Prevacid24HR have driven the Novartis OTC business in the US to be the fastest growing in its peer group, while Excedrin established itself as a top four brand in its category and as the second fastest growing brand among its competitors.

        CIBA Vision (+6% cc) continues to show robust growth in the growing contact lens and lens care markets on the strength of Air Optix across all regions. Air Optix Aqua Multifocal lens continues to grow after becoming the number one lens for presbyopic users in April 2010, less than 12 months after its

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launch. Launches of FreshLook Illuminate in Asia and Japan contributed to 2010 growth, and ClearCare, CIBA Vision's leading peroxide-based lens disinfectant solution, experienced its third year of double-digit growth as users continue to migrate to its clinically proven one-bottle regimen.

        Animal Health growth (+7% cc) was led mainly by the strong performance of Interceptor and Sentinel in the US and Milbemax in Europe, as well as by the robust growth of cattle vaccines in the US livestock market. Overall, the cattle and sheep brands in key markets, including the US and Australia, and the companion animal parasiticides fueled the high-single-digit business growth in 2010.

        The US business grew 6%, supported by a double-digit growth rate in CIBA Vision and a high-single digit growth rate in Animal Health. Net sales in the top six emerging markets experienced solid growth ($0.5 billion, +10% cc), with Russia, Turkey, India and South Korea standing out with double-digit growth rates.

Alcon, Inc.

        Alcon's sales consolidated into Novartis Group results since August 25, 2010 totaled $2.4 billion. US sales of $1.0 billion accounted for 42% of total net sales, while non-US sales of $1.4 billion were 58% of total net sales. Sales in emerging markets continued to be strong, as they contributed $0.5 billion or 20% of total net sales. Pharmaceutical sales were $1.0 billion, Surgical sales were $1.1 billion and Consumer sales were $0.3 billion. Key product contributors to sales were the TRAVATAN® and Azopt® families of glaucoma products, Vigamox® for eye infections, Patanol® for eye allergies, AcrySof® intraocular lenses for cataract patients and OPTI-FREE®, EXPRESS®, and Replenish® contact lens disinfecting solutions.


Operating Income by Segments

 
  Year ended
December 31,
2010
  % of
net sales
  Year ended
December 31,
2009
  % of
net sales
  Change
in $
 
 
  $ millions
  %
  $ millions
  %
  %
 

Pharmaceuticals

    8,798     28.8     8,392     29.4     5  

Vaccines and Diagnostics

    612     21.0     372     15.3     65  

Sandoz

    1,272     14.9     1,071     14.3     19  

Consumer Health

    1,153     18.6     1,016     17.5     13  

Alcon, Inc

    323     13.3                    

Corporate income & expenses, net

    (632 )         (869 )            
                       

Operating income

    11,526     22.8     9,982     22.5     15  
                       

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Core Operating Income by Segments

 
  Year ended
December 31,
2010
  % of
net sales
  Year ended
December 31,
2009
  % of
net sales
  Change
in $
 
 
  $ millions
  %
  $ millions
  %
  %
 

Pharmaceuticals

    9,909     32.4     9,068     31.8     9  

Vaccines and Diagnostics

    1,066     36.5     719     29.7     48  

Sandoz

    1,685     19.8     1,395     18.6     21  

Consumer Health

    1,253     20.2     1,118     19.2     12  

Alcon, Inc. 

    852     35.1                    

Corporate income & expenses, net

    (759 )         (863 )         (12 )
                       

Core operating income

    14,006     27.7     11,437     25.8     22.0  
                       

Pharmaceuticals Division

        Operating income grew 5% (+6% cc) to $8.8 billion. The operating income margin of 28.8% of net sales was mainly impacted by R&D impairments of $896 million, litigation charges of $181 million and restructuring expenses of $111 million, partly offset by divestment income of $425 million and the Famvir settlement with Teva.

        Core operating income grew 9% (+10% cc) ahead of sales to $9.9 billion. The core operating income margin of 32.4% of net sales improved 0.6 percentage points. Cost of Goods Sold remained broadly stable, while total functional costs improved as a percentage of net sales due to continuing productivity initiatives. Other Income and Expense increased as a percentage of sales mainly due to higher pre-launch inventory provisions.

Vaccines and Diagnostics Division

        Operating income in the period was $612 million compared to $372 million in the year-ago period, driven substantially by increased contributions from A (H1N1) pandemic flu vaccines.

        We continued to invest heavily in development of our late stage pipeline and increased marketing resources to successfully launch Menveo globally. 2010 operating income was additionally impacted by a $98 million impairment charge related to a financial asset, $52 million in restructuring charges related to consolidation of our manufacturing facilities and a $45 million legal settlement expense.

        Despite heavy investment in R&D and marketing and sales, core operating income increased by 48% (+58% cc) to $1.1 billion, after adjusting for the impairment and restructuring charges and legal settlement above as well as the amortization of intangible assets.

Sandoz Division

        Operating income grew 19% (+18% cc) versus 2009 to $1.3 billion. The operating income margin increased 0.6 percentage points to 14.9% of net sales, an all-time high for Sandoz. The operating income margin was negatively impacted by acquisition-related charges for the integration of EBEWE Pharma, one-time charges for the termination of a co-development agreement, provisions for legal settlements and higher levels of restructuring charges than 2009, totaling 0.6 percentage points of net sales.

        Core operating income rose 21% (+21% cc) to $1.7 billion, as the core operating income margin improved by 1.2 percentage points to 19.8% of net sales. There were lower sales to other divisions and

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other revenues and higher Cost of Goods Sold. These impacts were more than offset by a number of positive factors, including: Marketing & Sales costs, which were lower as a percentage of sales due to productivity improvements partly offset by investments in growth areas; R&D costs, which decreased as a percentage of sales as reduced investments in standard generics and productivity savings funded increasing investment in the development of differentiated generics; General & Administration costs, which decreased as a percentage of sales due to ongoing cost reduction measures; and Other Income and Expense, which were positive due to lower legal fees.

Consumer Health Division

        Operating income rose 13% (+17% cc) to $1.2 billion, with the operating income margin improving over 2009 by 1.1 percentage points, to 18.6% of net sales for 2010.

        Excluding the impact of currency movements, the division showed strong operating leverage by growing operating income 17% in constant currencies, at nearly three times the rate of sales growth.

        Core operating income rose 12% (+15% cc) to $1.3 billion, with strong operating leverage, driving the core operating income margin up 1.0 percentage points to 20.2% of net sales versus 2009. Gross margin improvements, productivity gains, and income from an OTC US non-core brand divestment have been the key growth drivers, partially offset by higher investments in Marketing & Sales to support new product launches and geographic expansion.

Alcon, Inc.

        Alcon has contributed $323 million to Novartis operating income since its consolidation from August 25, 2010.

        This amount includes an additional charge of $467 million relating to the estimated fair value revaluation of inventory as of the change in majority ownership date; $32 million for amortization of intangible assets; and $30 million of costs resulting from the change in majority ownership.

        Excluding these items, core operating income totaled $852 million.

Corporate Income & Expense, Net

        Corporate income & expense includes the costs of Group headquarters and costs for corporate research. These net expenses of $632 million are 27% less than the prior year primarily due to the impact of an exceptional pension curtailment gain of $265 million arising from changing the conditions of the Swiss pension plan offset by $99 million of stamp duty and transaction expenses related to the acquisition of the additional 52% interest in Alcon.

        Excluding these, corporate income & expense fell 8% compared to the prior year. From January 1, 2011, corporate research will be reported under the Pharmaceuticals Division. These research costs totaled $195 million in 2010.

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Other Revenues and Operating Expenses

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Net sales

    50,624     44,267     14  

Other revenues

    937     836     12  

Cost of Goods Sold

    (14,488 )   (12,179 )   19  

Marketing & Sales

    (13,316 )   (12,050 )   11  

Research & Development

    (9,070 )   (7,469 )   21  

General & Administration

    (2,481 )   (2,281 )   9  

Other income

    1,234     782     58  

Other expense

    (1,914 )   (1,924 )   (1 )
               

Operating income

    11,526     9,982     15  
               


Core Other Revenues and Operating Expenses

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Net sales

    50,624     44,267     14  

Other revenues

    937     808     16  

Cost of Goods Sold

    (13,044 )   (11,292 )   16  

Marketing & Sales

    (13,315 )   (12,050 )   10  

Research & Development

    (8,080 )   (7,287 )   11  

General & Administration

    (2,477 )   (2,281 )   9  

Other income

    485     717     (32 )

Other expense

    (1,124 )   (1,445 )   (22 )
               

Core operating income

    14,006     11,437     22  
               

Other Revenues

        Other revenues rose 12% to $0.9 billion mainly due to increased royalty income in Pharmaceuticals. Other revenues also included profit contributions from sales of the asthma medicine Xolair in the US, where it is co-marketed and co-developed in collaboration with Roche-Genentech.

Cost of Goods Sold

        Cost of Goods Sold rose 19% to $14.5 billion in 2010, increasing by 1.1 percentage points to 28.6% of net sales mainly as a result of changes to the Group's portfolio mix (consolidation of Alcon) and price reductions, partially offset by productivity savings and lower sourcing costs. Excluding Alcon, COGS increases by 10% or 0.3 percentage points to 27.8% of sales.

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        Cost of Goods Sold in core results, which excludes $1.0 billion of amortization and impairment of intangible assets and $0.5 billion of inventory step-up to estimated fair value in Alcon, increased broadly in line with sales, by 16% to $13.0 billion.

Marketing & Sales

        Marketing & Sales rose 11% to $13.3 billion, improving 0.9 percentage points to 26.3% of net sales, as productivity improvements across the Group and changes in the portfolio mix (consolidation of Alcon) were offset slightly by investments in new launch products. Excluding Alcon, Marketing and Sales rose 6% to $12.7 billion. For core results, Marketing & Sales rose 10% to $13.3 billion.

Research & Development

        Research & Development expenses increased significantly, by 21% in 2010, to $9.1 billion. This included $0.9 billion in impairments of intangible assets related to acquired in-process R&D mainly due to the discontinuation of Mycograb, albinterferon alfa-2b, PTZ601 and ASA404. Excluding these and certain other costs, core R&D investment increased 11% to $8.1 billion and represented 16.0% of net sales in 2010 compared to 16.5% in 2009.

General & Administration

        General & Administration expenses increased at a slower pace than sales, up 9% to $2.5 billion in 2010 from the benefits of productivity gains and good cost management across all divisions, with core results showing the same trends.

Other Income and other Expense

        Other income, which largely consists of gains from the disposal of intangible assets and property, plant & equipment, rose by $452 million to $1.2 billion in 2010. For core results, other income excludes $739 million in exceptional gains (e.g. $392 million for the divestment of Enablex and a Swiss pension fund curtailment gain of $265 million) and fell by 32% compared to 2009 to $485 million, since the prior year only excluded $65 million of divestment gains. Other expense, which largely consists of litigation settlement costs, impairment of financial assets and pension expenses, were flat at $1.9 billion in 2010. For core results, which eliminate exceptional charges exceeding a $25 million threshold, other expense was down 22% on a comparable basis to $1.1 billion in 2010.

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Non-Divisional Income & Expense

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Operating income

    11,526     9,982     15  

Income from associated companies

    804     293     174  

Financial income

    64     198     (68 )

Interest expense

    (692 )   (551 )   26  
               

Income before taxes

    11,702     9,922     18  

Taxes

    (1,733 )   (1,468 )   18  
               

Group net income

    9,969     8,454     18  
               

Attributable to:

                   
 

Shareholders of Novartis AG

    9,794     8,400     17  
 

Non-controlling interests

    175     54     224  

Basic EPS ($)

    4.28     3.70     16  


Core Non-Divisional Income & Expense

 
  Year ended
December 31,
2010
  Year ended
December 31,
2009
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Core operating income

    14,006     11,437     22  

Income from associated companies

    1,041     1,051     (1 )

Financial income

    64     198     (68 )

Interest expense

    (692 )   (551 )   26  
               

Core income before taxes

    14,419     12,135     19  

Taxes

    (2,390 )   (1,868 )   28  
               

Core net income

    12,029     10,267     17  
               

Attributable to:

                   
 

Shareholders of Novartis AG

    11,767     10,213     15  
 

Non-controlling interests

    262     54     385  

Core basic EPS ($)

    5.15     4.50     14  

Income from Associated Companies

        Associated companies are accounted for using the equity method when Novartis holds between 20% and 50% of the voting shares of these companies, or where Novartis has otherwise significant influence over them. Income from associated companies is mainly derived from the Group's investments in Roche Holding AG and, prior to August 25, 2010, Alcon, Inc. (Alcon).

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        The income from associated companies for 2010 increased from $293 million to $804 million. The increase is attributable to higher contributions from the Alcon and Roche investments due to exceptional charges incurred in the prior year period as well as the net revaluation gain of $335 million on the initial 25% Alcon interest acquired on July 7, 2008.

        The following is a summary of the individual components included in the income from associated companies:

 
  2010   2009  
 
  $ millions
  $ millions
 

Share of estimated Roche reported net income

    648     593  

Catch-up for actual Roche previous year net income

          (40 )

Restructuring impact (2010 includes $43 million from 2009)

    (132 )   (97 )

Amortization of intangible assets

    (136 )   (135 )
           

Net income effect from Roche

    380     321  
           

Share of Alcon net income

    385     493  

Catch-up for actual Alcon previous year net income

    2     5  

Revaluation of initial 25% interest to deemed fair value

    378        

Recycling of losses accumulated in comprehensive income from July 7, 2008 to August 25, 2010

    (43 )      

Intangible asset impairment charge

          (92 )

Amortization of intangible assets

    (289 )   (434 )
           

Net income effect from Alcon (in 2010 up to August 25, 2010)

    433     (28 )
           

Net income from other associated companies

    (9 )      
           

Income from associated companies

    804     293  
           

        The Group's 33.3% interest in Roche's voting shares, which represents a 6.3% interest in Roche's total equity, generated income of $380 million in 2010, up from $321 million in 2009. The 2010 contribution reflects an estimated $648 million share of Roche's net income in 2010. This contribution, however, was reduced by $136 million for the amortization of intangible assets arising from the allocation of the purchase price paid by Novartis for this investment to Roche's intangible assets and an exceptional charge of $132 million taken in 2010 as part of Roche's restructuring charges.

        Alcon accounted for as an associated company until August 25, 2010 and thereafter fully consolidated, contributed $433 million compared to a loss of $28 million in the prior year period. Included in this total is a net revaluation gain of $335 million to the fair value of the initial 25% Alcon, Inc interest acquired on July 7, 2008, required as a result of acquiring majority control on August 25, 2010. The 2010 result includes the actual net income up to August 25, 2010 of $385 million from Alcon and a positive prior-year adjustment of $2 million which were reduced by $289 million for the amortization of intangible assets and other charges.

        Adjusting for the exceptional items in both years, core income from associated companies decreased 1% to $1.0 billion.

        A survey of analyst estimates is used to estimate the Group's share of net income in Roche. Any differences between these estimates and actual results will be adjusted in the 2011 financial statements.

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Financial Income and Interest Expense

        Financial income decreased by 68% to $64 million in 2010. In order to accommodate the payment for the Alcon acquisition financial investments were kept short-term which resulted in lower yields. Interest expense increased by 26% to $692 million in 2010 as a result of the issuance of US dollar bonds in February 2009 and March 2010, a euro bond in June 2009 and the increase of short-term debts through the commercial paper program.

Taxes

        Tax expenses in 2010 were $1.7 billion, a 18% increase from 2009. The tax rate (taxes as a percentage of pre-tax income) remained at the 2009 rate of 14.8%. The effective tax rate is different than the expected tax rate due to various adjustments made to the IFRS results to arrive at taxable income. For further information on the main elements contributing to the difference, see note 6 to the Group's consolidated financial statements.

        Excluding the impact of consolidating Alcon, the Group's full year tax rate would have been 16.3%, which is higher than 2009 as it reflects the impact of sales from A (H1N1) pandemic flu vaccines and other sales being recorded in higher tax jurisdictions.

        Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax rate that is applicable to the item in the jurisdiction where the adjustment arises. Generally this results in amortization of intangible assets and acquisition-related restructuring and integration items having a full tax impact. Tax impacts on impairment charges can only be taken into account if the changes in value in the underlying asset are tax deductible in the respective jurisdiction where the asset is recorded. There is usually a tax impact on exceptional items although this is not the case for items arising from criminal settlements in certain jurisdictions. Adjustments related to income from associated companies are recorded net of any related tax effect. Due to these factors and the differing effective tax rates in the various jurisdictions, the tax on the total adjustments of $2.7 billion to arrive at the core results before tax, amounts to $657 million. This results in the average tax rate on the adjustments being 24.2%.

Net Income

        Net income rose 18% to $10.0 billion in 2010. Core net income was up 17% to $12.0 billion.

Basic Earnings per Share

        Basic earnings per share were $4.28, up 16% from $3.70 in 2009, but less than the net income increase due to higher income attributable to non-controlling interests. Core earnings per share grew 14% to $5.15 in 2010 from $4.50 in 2009.

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2009 Compared to 2008

Key Figures

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Net sales

    44,267     41,459     7  

Other revenues

    836     1,125     (26 )

Cost of goods sold

    (12,179 )   (11,439 )   6  

Marketing & sales

    (12,050 )   (11,852 )   2  

Research & development

    (7,469 )   (7,217 )   3  

General & administration

    (2,281 )   (2,245 )   2  

Other income

    782     826     (5 )

Other expense

    (1,924 )   (1,693 )   14  
               

Operating income

    9,982     8,964     11  

Income from associated companies

    293     441     (34 )

Financial income

    198     384     (48 )

Interest expense

    (551 )   (290 )   90  
               

Income before taxes

    9,922     9,499     4  

Taxes

    (1,468 )   (1,336 )   10  
               

Net income from continuing operations

    8,454     8,163     4  

Net income from discontinued operations

          70        
               

Group net income

    8,454     8,233     3  
               

Attributable to:

                   
 

Shareholders of Novartis AG

    8,400     8,195     3  
 

Non-controlling interests

    54     38     42  

Basic earnings per share from continuing operations ($)

    3.70     3.59     3  


Core Key Figures

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Core net sales

    44,267     41,305     7  

Core operating income

    11,437     10,319     11  

Core net income

    10,267     9,501     8  

Core basic earnings per share ($)

    4.50     4.18     8  

Overview—Results Operations

        The underlying double-digit expansion in Pharmaceuticals, ranked as one of the industry's fastest-growing businesses based on market share, led the Group's healthcare portfolio in 2009 to another year of

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record results. Vaccines and Diagnostics achieved exceptionally high sales by rapidly developing and delivering influenza A (H1N1) pandemic vaccines to address the public health threat.

        Net sales rose 7% (+11% in constant currencies, cc) to $44.3 billion on the underlying expansion in all divisions: Pharmaceuticals (+12% cc), Vaccines and Diagnostics (+39% cc), Sandoz (+5% cc) and Consumer Health (+5% cc). Top-performing regions included Europe ($18.4 billion, +10% cc) and the United States ($14.3 billion, +11% cc) as well as the top six emerging markets ($4.0 billion, +17% cc) of Brazil, China, India, Russia, South Korea and Turkey. Higher volumes contributed 10 percentage points of growth, while acquisitions and price changes together added one percentage point of sales growth. The stronger US dollar compared to 2008 reduced full-year growth by four percentage points.

        Operating income grew 11% to $10.0 billion in 2009, which resulted in the operating income margin rising to 22.5% of net sales from 21.6% in 2008. The stronger US dollar compared to 2008 reduced operating income growth by nine percentage points. Core operating income, which excludes exceptional items and amortization of intangible assets in both periods, grew 11% to $11.4 billion on improvements in Pharmaceuticals and Vaccines and Diagnostics as well as productivity gains in all divisions. The core operating income margin rose to 25.8% of net sales from 25.0% in 2008.

        Net income rose 4% to $8.5 billion, while basic EPS was up 3% to $3.70. Core net income of $10.3 billion (+8%) rose at a slower pace than operating income as increased contributions from associated companies were partially reduced by Alcon-related financing costs. Core earnings per share were $4.50 in 2009, up from $4.18 in 2008.


Net Sales

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
  Change
in constant
currencies
 
 
  $ millions
  $ millions
  %
  %
 

Pharmaceuticals

    28,538     26,331     8     12  

Vaccines and Diagnostics

    2,424     1,759     38     39  

Sandoz

    7,493     7,557     (1 )   5  

Consumer Health

    5,812     5,812           5  
                   

Net sales

    44,267     41,459     7     11  
                   

Pharmaceuticals Division

        All geographic regions and therapeutic areas contributed to the double-digit expansion in constant currencies, driven by recently launched products ($4.7 billion, +81% cc) that increased their share of net sales to 16% in 2009 from 10% in 2008. This group of rapidly growing products—including Lucentis, Exforge, Exjade, Exelon Patch, Reclast/Aclasta, Tekturna/Rasilez, Afinitor and Ilaris—provided eight percentage points of the division's 12% cc net sales growth in 2009.

        Oncology ($9.0 billion, +14% cc) remained the largest franchise and ranks No. 2 in the global oncology segment, led by sustained growth of Gleevec/Glivec ($3.9 billion, +12% cc) and three additional products—Zometa, Femara and Sandostatin—that each achieved more than $1 billion of sales. Exforge and Tekturna/Rasilez (high blood pressure) and Galvus (type 2 diabetes) drove expansion of Cardiovascular and Metabolism ($8.8 billion, +9% cc), complementing Diovan ($6.0 billion, +6% cc) as Novartis expanded its position as the global leader in hypertension. Lucentis ($1.2 billion, +47% cc) and Exelon ($954 million, +22% cc) fueled growth in Neuroscience and Ophthalmics ($4.9 billion, +12% cc).

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        All regions benefited from the product portfolio transformation, particularly Europe ($10.5 billion, +12% cc) as the largest region and generating more than 20% of sales from recently launched products. Also delivering top performances were Latin America and Canada ($2.5 billion, +13% cc), while the US ($9.5 billion, +11% cc) and Japan ($3.1 billion, +9% cc) both showed renewed growth. All six top emerging markets ($2.6 billion, +19% cc)—Brazil, China, India, Russia, South Korea and Turkey—advanced at robust double-digit rates.


Top Twenty Pharmaceuticals Division Product Net Sales—2009

Brands
  Therapeutic area   United
States
  Change
in constant
currencies
  Rest of
world
  Change
in constant
currencies
  Total   Change
in $
  Change
in constant
currencies
 
 
   
  $ millions
  %
  $ millions
  %
  $ millions
  %
  %
 

Diovan/Co-Diovan

  Hypertension     2,492     4     3,521     7     6,013     5     6  

Gleevec/Glivec

  Chronic myeloid leukemia     1,088     21     2,856     9     3,944     7     12  

Zometa

  Cancer complications     718     8     751     9     1,469     6     9  

Femara

  Breast cancer     572     18     694     14     1,266     12     16  

Lucentis

  Age-related macular degeneration                 1,232     47     1,232     39     47  

Sandostatin (group)

  Acromegaly     458     6     697     8     1,155     3     7  

Exelon (group)

  Alzheimer's disease     362     30     592     18     954     17     22  

Neoral/Sandimmun

  Transplantation     90     (8 )   829           919     (4 )   (1 )

Voltaren (group)

  Inflammation/pain     5           792     1     797     (2 )   1  

Exforge (group)

  Hypertension     229     53     442     83     671     65     72  
                                   

Top ten products total

        6,014     11     12,406     13     18,420     9     12  

Exjade (group)

  Iron chelator     247     16     405     34     652     23     27  

Lescol

  Cholesterol reduction     121     (21 )   442     (8 )   563     (13 )   (11 )

Comtan/Stalevo (group)

  Parkinson's disease     217     9     337     17     554     10     14  

Aclasta

  Osteoporosis     328     84     144     97     472     86     88  

Ritalin (group)

  Attention Deficit/ Hyperactive Disorder     343     (1 )   106     21     449     2     4  

Tegretol (incl. CR/XR)

  Epilepsy     91     (38 )   284     (1 )   375     (17 )   (13 )

Foradil

  Asthma     14           343     3     357     (8 )   3  

Myfortic

  Transplantation     135     42     218     22     353     22     28  

Xolair

  Asthma     90     181     248     45     338     60     65  

Lotrel

  Hypertension     322     (17 )               322     (17 )   (17 )
                                   

Top 20 products total

        7,922     10     14,933     13     22,855     9     12  

Rest of portfolio

        1,620     13     4,063     10     5,683     7     11  
                                   

Total Division net sales

        9,542     11     18,996     12     28,538     8     12  
                                   

Pharmaceuticals Division product highlights—Selected leading products

        Notes: Net sales growth data refer to 2009 worldwide performance in constant currencies. Growth rates are not provided for some recently launched products since they are not meaningful.

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Cardiovascular and Metabolism

        Diovan ($6.0 billion, +6% cc) achieved solid worldwide growth based on its status as the only medicine in the angiotensin receptor blocker (ARB) class approved to treat high blood pressure, high-risk heart attack survivors and heart failure. Japan now accounts for 20% of annual sales, while growth was seen in Europe, where the expected entry of generic versions of losartan, another medicine in the ARB segment, was delayed until the first half of 2010. In the US (+4%), Diovan increased its leadership of the ARB segment despite the overall shrinking of the branded anti-hypertension market due to increasing use of generic medicines in other anti-hypertensive classes.

        Exforge ($671 million, +72% cc), a single-pill combination of the angiotensin receptor blocker Diovan (valsartan) and the calcium channel blocker amlodipine, has delivered above-market growth and set new standards for high blood pressure combination therapies since its launch in 2007. Exforge HCT, which adds a diuretic, was launched in the US in April 2009 as a single-pill therapy with three medicines.

        Tekturna/Rasilez ($290 million, +104% cc), the first in a new class of medicines known as direct renin inhibitors to treat high blood pressure, has been growing consistently since its launch in 2007 based on positive clinical data demonstrating its prolonged efficacy in lowering blood pressure for more than 24 hours and superiority in clinical trials over ramipril, a leading ACE inhibitor. Valturna—a single-pill combination with Diovan (valsartan)—was launched in the US in late 2009, joining the group of single-pill combinations that involve aliskiren, the active ingredient in Tekturna/Rasilez. A single-pill combination of aliskiren and amlodipine was submitted for US and European approvals in 2009, and a triple-combination with amlodipine and a diuretic is expected to be submitted in 2010.

        Lotrel ($322 million, -17% cc, only in the US), a single-pill combination therapy for high blood pressure, still has market exclusivity for higher-dose formulations, but sales contributions have fallen sharply after an "at risk" launch in mid-2007 by a generic competitor despite a US patent valid until 2017.

        Galvus/Eucreas ($181 million, +327% cc), oral treatments for type 2 diabetes, have achieved rapid success in many European, Latin American and Asia-Pacific markets since first launched in 2007. Galvus and Eucreas, a single-pill combination of Galvus with metformin that accounts for the majority of sales, have outperformed a competitor medicine in the DPP-4 segment in some countries. Galvus was approved in Japan in January 2010 with the brand name Equa.

Oncology

        Gleevec/Glivec ($3.9 billion, +12% cc), a targeted therapy for some forms of chronic myeloid leukemia (CML) and gastrointestinal stromal tumors (GIST), achieved sustained double-digit growth based on its leadership position in treating these cancers backed by new clinical data and regulatory approvals. The latest approval in 2009 was for use in adjuvant (post-surgery) GIST patients, which is now approved in more than 55 countries in North America, Europe and Asia-Pacific.

        Tasigna ($212 million, +145% cc), a second-line therapy for patients with a form of chronic myeloid leukemia (CML) resistant or intolerant to prior therapy, including Gleevec/Glivec, has gained rapid acceptance following its approval in more than 80 countries. In December 2009, Tasigna was submitted for US and European regulatory approvals for first-line use in CML after new data from the global ENESTnd trial, the largest head-to-head comparison of a targeted therapy against Glivec ever conducted, showed Tasigna produced faster and deeper responses than Glivec in newly diagnosed CML patients. Trials are underway examining the use of Tasigna in CML with suboptimal response to Glivec, as well as a Phase III trial in patients with GIST.

        Zometa ($1.5 billion, +9% cc), an intravenous bisphosphonate therapy for patients with certain types of cancer that has spread to bones, is growing due to improved compliance and use in existing indications. US and European regulatory submissions were completed in late 2009 for the use of Zometa in adjuvant

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breast cancer in premenopausal women based on published anticancer data for this indication. Studies are underway to review potential benefits in other tumor types.

        Femara ($1.3 billion, +16% cc), an oral therapy for postmenopausal women with hormone-sensitive breast cancer, saw strong sales growth in 2009 due to growth in the initial adjuvant (post-surgery) setting. In August 2009, "The New England Journal of Medicine" published results from the landmark BIG 1-98 study affirming that the five-year upfront use of Femara after surgery was an optimal treatment approach for postmenopausal women with early-stage, hormone-receptor positive breast cancer. These data were submitted in the US and Europe for inclusion in product information.

        Sandostatin ($1.2 billion, +7% cc), for patients with acromegaly and symptoms associated with neuroendocrine tumors of the gastrointestinal tract and pancreas, has grown from increasing use of Sandostatin LAR, the once-monthly version that accounts for nearly 90% of net sales. Recent clinical trial data demonstrated a significant delay in tumor progression in patients with metastatic neuroendocrine tumors of the midgut treated with Sandostatin LAR. These data formed the basis of a recent US National Comprehensive Cancer Network (NCCN) update on treatment guidelines for neuroendocrine tumors.

        Exjade ($652 million, +27% cc), currently approved in more than 90 countries as the only once-daily oral therapy for transfusional iron overload, received regulatory approvals in 2009 in the US, Europe, Switzerland and other countries to extend the dose range to 40 mg/kg. This new dosing range provides a new option to patients who require dose intensification due to high iron burdens. Novartis submitted new safety information to health authorities worldwide in mid-2009. The new labeling was approved in Europe in November, providing new guidance on the selection of appropriate myelodysplastic syndrome (MDS) and malignant disease patients for Exjade therapy. US and Japanese regulatory authorities are also reviewing this data.

        Afinitor ($70 million), an oral inhibitor of the mTOR pathway, was launched in the US, Europe and Switzerland after gaining regulatory approvals in 2009 as a treatment for advanced renal cell carcinoma (RCC, kidney cancer) following VEGF-targeted therapy. Afinitor is being studied in many cancer types. Phase III studies are underway in patients with neuroendocrine tumors (NET), breast cancer, lymphoma, tuberous sclerosis complex (TSC) and gastric cancer. Two potential regulatory submissions are planned for 2010 based on the outcome of clinical trials of this medicine in patients with neuroendocrine tumors (NET) as well as tuberous sclerosis complex (TSC). A late-stage trial is planned to start in patients with hepatocellular carcinoma (HCC) in early 2010. The active ingredient, everolimus, is the same as in the transplant therapy Certican.

Other Pharmaceuticals products

        Lucentis ($1.2 billion, +47% cc), a biotechnology eye therapy now approved in more than 80 countries, delivered sustained growth on top performances in France, the United Kingdom, Australia and Japan. Lucentis is the only treatment proven to maintain and improve vision in patients with "wet" age-related macular degeneration, a leading cause of blindness in people over age 50. Lucentis was submitted in December 2009 for European regulatory approval for treatment of visual impairment due to diabetic macular edema (DME), an eye condition related to longstanding diabetes that may lead to blindness. Late-stage clinical trials are underway in other eye conditions. Genentech holds the US rights to this medicine.

        Exelon/Exelon Patch ($954 million, +22% cc), a therapy for mild to moderate forms of Alzheimer's disease dementia as well as dementia linked with Parkinson's disease, achieved more than half of its sales from Exelon Patch, the novel skin patch launched in late 2007 that is now available in more than 60 countries worldwide.

        Neoral/Sandimmun ($919 million, -1% cc), for organ transplantation, has experienced modestly declining sales despite ongoing generic competition in recent years based on its pharmacokinetic profile, reliability and use in treating a life-threatening condition.

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        Voltaren ($797 million, +1% cc, excluding OTC sales), a treatment for various inflammation and pain conditions, no longer has patent protection in key markets around the world, but has continued to generate growth in regions such as Latin America, the Middle East, Africa and Asia based on long-term trust in the brand.

        Lescol ($563 million, -11% cc), a statin drug used to reduce cholesterol, has experienced declining sales in the US following the 2007 launch of a generic version of simvastatin, another medicine in this class. Europe and other regions also have been hurt by the entry of generic versions of rival drugs in this class.

        Comtan/Stalevo ($554 million, +14% cc), a treatment for Parkinson's disease, has grown mainly due to growing prescriber familiarity and continued geographical expansion of Stalevo, an enhanced levodopa therapy.

        Reclast/Aclasta ($472 million, +88% cc), a once-yearly infusion therapy for osteoporosis, continues to expand on increasing patient access to infusion centers and a broad range of use in patients with various types of this debilitating bone disease. Approvals have been received for up to six indications, including the treatment of osteoporosis in men and postmenopausal women.

        Ritalin/Focalin ($449 million, +4% cc), for treatment of Attention Deficit/Hyperactivity Disorder (ADHD), has benefited from use of the long-acting Ritalin LA and Focalin XR patent-protected versions that involve methylphenidate, the active ingredient in Ritalin that has faced generic competition for some time in many countries.

        Xolair ($338 million, +65% cc, Novartis sales), a biotechnology drug for moderate to severe persistent allergic asthma in the US and severe persistent allergic asthma in Europe, maintained solid growth due to its global presence and approvals in more than 80 countries, including Japan since early 2009. In August 2009, Xolair received European regulatory approval to treat children age six and older. Novartis co-promotes Xolair with Genentech in the US and shares a portion of operating income. In 2009, Genentech's US sales were $571 million.

        Certican ($118 million, +31% cc), a transplantation medicine, generated solid growth based on its availability in more than 70 countries. In the US, the FDA issued a Complete Response letter in December 2009 for this medicine (under brand name Zortress), for prevention of organ rejection in adult kidney transplant patients. The FDA discussions focus on product labeling and a Risk Evaluation Mitigation Strategy (REMS) as well as a safety update, but no request for more clinical studies. This medicine, which has the same active ingredient as Afinitor (everolimus), has been shown to have good immunosuppressive efficacy and a manageable side-effect profile.

        Extavia ($49 million), for relapsing forms of multiple sclerosis (MS), was launched in 2009 in the US and more than 20 other countries, marking the entry of Novartis into the field of MS. Extavia is the Novartis-branded version of Betaferon®/Betaseron®.

        Ilaris, a fully human monoclonal antibody that blocks action of the inflammatory protein interleukin-1 beta, has been launched after receiving first regulatory approvals during 2009 in the US, Europe and some other markets for treatment of cryopyrin-associated periodic syndrome (CAPS), a group of rare auto-inflammatory disorders. Trials are ongoing in other diseases in which IL-1 beta is believed to play an important role. Other diseases include refractory gout, chronic obstructive pulmonary disease (COPD), type 2 diabetes and systemic juvenile idiopathic arthritis (SJIA).

Vaccines and Diagnostics Division

        A rapid response after the outbreak of the A (H1N1) pandemic in April 2009 enabled Vaccines and Diagnostics to deliver more than 100 million vaccine doses to governments around the world in only a few months, providing $1.0 billion of net sales from pandemic vaccines and adjuvants. Pediatric vaccines and

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strong growth in emerging markets helped offset price pressure on seasonal influenza vaccines and a decline in tick-borne encephalitis vaccines in Europe. Diagnostics sales were slightly lower.

Sandoz Division

        Consistent growth in 2009 at a stronger pace than in 2008 reflected the impact of new product launches, a sharper commercial focus in both mature and emerging markets, and the US returning to growth. To the benefit of customers, a price decline of seven percentage points from price erosion was more than offset by volume growth of 11 percentage points from new product launches. Retail generics and biosimilars in Germany (+4% cc) reached a leading 29% share from new product launches and volume growth in a challenging market. A total of 25 new product launches, eight more than in 2008, underpinned US retail generics and biosimilars (+5% cc). Asia-Pacific (+17% cc) and Russia (+19% cc) were also among top performers. The EBEWE acquisition in September provided a strong platform for growth in injectable oncology medicines.

Consumer Health Division

        All businesses achieved faster underlying growth than their respective markets despite the difficult economic conditions. CIBA Vision was the industry's fastest-growing contact lens and lens care company on the strength of new product introductions. OTC delivered an increasingly positive performance, driven by portfolio innovation and the successful US launch of Prevacid 24HR in November 2009. Animal Health grew ahead of the competition in the US.


Operating Income by Segments

 
  Year ended
December 31,
2009
  % of
net sales
  Year ended
December 31,
2008
  % of
net sales
  Change
in $
 
 
  $ millions
  %
  $ millions
  %
  %
 

Pharmaceuticals

    8,392     29.4     7,579     28.8     11  

Vaccines and Diagnostics

    372     15.3     78     4.4     377  

Sandoz

    1,071     14.3     1,084     14.3     (1 )

Consumer Health

    1,016     17.5     1,048     18.0     (3 )

Corporate income & expense, net

    (869 )         (825 )            
                       

Operating income

    9,982     22.5     8,964     21.6     11  
                       

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Core Operating Income by Segments

 
  Year ended
December 31,
2009
  % of
net sales
  Year ended
December 31,
2008
  % of
net sales
  Change
in $
 
 
  $ millions
  %
  $ millions
  %
  %
 

Pharmaceuticals

    9,068     31.8     8,249     31.5     10  

Vaccines and Diagnostics

    719     29.7     309     18.1     133  

Sandoz

    1,395     18.6     1,421     18.8     (2 )

Consumer Health

    1,118     19.2     1,125     19.4     (1 )

Corporate income & expense, net

    (863 )         (785 )         10  
                       

Core operating income

    11,437     25.8     10,319     25.0     11  
                       

Pharmaceuticals Division

        Operating income rose 11% to $8.4 billion and the operating income margin was 29.4% of net sales, up from 28.8% in 2008. Core operating income ($9.1 billion, +10%, including adverse currency impact of six percentage points) also grew well ahead of net sales on the strong volume expansion in local currencies and productivity gains of nearly $1 billion, which resulted in the core operating income margin rising 0.3 percentage points to 31.8% of net sales.

        The improved core operating income performance also absorbed a dilution of 1.1 percentage points in lower Other Revenues, mainly due to the end of Betaseron® royalties in late 2008. The operational expansion, along with reinvestments of some productivity gains, enabled major investments in new product launches and rapid expansion of top emerging markets such as China. Marketing & Sales expenses fell 1.6 percentage points to 29.3% of net sales in 2009 as productivity improvements more than offset costs for the ongoing worldwide launches of many new products including Galvus, Exelon Patch, Valturna and the Tekturna/Rasilez portfolio. R&D investments supported the start of 14 new Phase III trials in 2009, with R&D representing 20.0% of net sales in 2009 compared to 20.3% in 2008. Among items excluded from core operating income in 2009 that totaled $676 million, which was largely unchanged from $670 million in 2008, were a $318 million increase in legal provisions as part of pending settlements to resolve US federal investigations into the past marketing practices of Trileptal. Also in 2009 the ongoing strong sales performance of Famvir outside the US enabled the partial reversal of an impairment charge taken in 2007 providing a one-time gain of $100 million.

Vaccines and Diagnostics Division

        Operating income of $372 million rose sharply from $78 million in 2008, with the operating income margin rising to 15.3% from 4.4% in 2008. Core operating income of $719 million in 2009 included substantial contributions from Influenza A (H1N1) pandemic vaccine sales enabled by significant development and manufacturing investments earlier in the year. Clinical trials for the pandemic vaccines and investments in the late-stage meningitis development vaccines led to R&D costs still rising as a percentage of net sales in 2009 compared to 2008. Results in 2008 included sales from major deliveries of Influenza A (H5N1) pandemic vaccines.

Sandoz Division

        Operating income declined 1% to $1.1 billion, which included an adverse currency impact of 11 percentage points, with the operating income margin unchanged at 14.3% of net sales. Core operating income fell 2% to $1.4 billion. Improved business conditions in key markets and productivity gains,

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particularly in Marketing & Sales and R&D, reduced the total cost base while supporting investments in emerging markets and new products. However, the underlying improvements were more than offset by significant price erosion and the adverse currency impact, which resulted in the core operating income margin falling 0.2 percentage points to 18.6% of net sales.

Consumer Health Division

        Operating income fell 3% to $1.0 billion, which included an adverse currency impact of 10 percentage points, and the operating income margin in 2009 fell 0.5 percentage points to 17.5% of net sales. Core operating income benefited from the strong underlying business expansion and productivity gains. However, it declined 1% to $1.1 billion due to the adverse currency impact and major investments to launch the OTC product Prevacid 24HR in the US, which resulted in the core operating income margin declining slightly to 19.2% of net sales in 2009 from 19.4% in 2008.

Corporate Income & Expense, Net

        Corporate income and expense net, as well as related core measures increased mainly due to higher pension expenses.


Other Revenues and Operating Expenses

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Net sales

    44,267     41,459     7  

Other revenues

    836     1,125     (26 )

Cost of goods sold

    (12,179 )   (11,439 )   6  

Marketing & sales

    (12,050 )   (11,852 )   2  

Research & development

    (7,469 )   (7,217 )   3  

General & administration

    (2,281 )   (2,245 )   2  

Other income

    782     826     (5 )

Other expense

    (1,924 )   (1,693 )   14  
               

Operating income

    9,982     8,964     11  
               

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Core Revenues and Operating Expenses

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Net sales

    44,267     41,305     7  

Other revenues

    808     1,076     (25 )

Cost of Goods Sold

    (11,292 )   (10,441 )   8  

Marketing & Sales

    (12,050 )   (11,852 )   2  

Research & Development

    (7,287 )   (6,776 )   8  

General & Administration

    (2,281 )   (2,245 )   2  

Other income

    717     640     12  

Other expense

    (1,445 )   (1,388 )   4  
               

Core operating income

    11,437     10,319     11  
               

Other Revenues

        Other revenues declined 26% to $0.8 billion mainly due to the end of a royalty income agreement in Pharmaceuticals at the end of 2008 involving Bayer Schering and the launch of Extavia. Other revenues also included profit contributions from sales of the asthma medicine Xolair in the US, where it is co-marketed and co-developed in collaboration with Genentech.

Cost of Goods Sold

        Cost of Goods Sold rose 6% to $12.2 billion in 2009, but declined by 0.1 percentage points to 27.5% of net sales as productivity savings in Pharmaceuticals and lower sourcing costs in some divisions were partially offset by changes in the Group's product mix and geographic sales. Cost of Goods Sold in core results increased 8% to $11.3 billion.

Marketing & Sales

        Marketing & Sales rose 2% to $12.1 billion, as productivity improvements in Pharmaceuticals and field-force efficiency gains in Sandoz more than compensated for actions taken in 2009 to launch new products across the Group. As a result, Marketing & Sales fell to 27.2% of net sales from 28.6% in 2008. For core results, Marketing & Sales also rose 2% to $12.1 billion, with the same operating income margin for 2009.

Research & Development

        Research & Development grew 3% to $7.5 billion to advance a broad range of innovative pipeline projects throughout the Group. The Group's R&D investments represented 16.9% of net sales in 2009 compared to 17.4% in 2008. Nearly 80% of R&D investments were in Pharmaceuticals, amounting to $5.8 billion, or 20.5% of the division's sales. Core R&D increased 8% to $7.3 billion.

General & Administration

        General & Administration expenses were up only 2% to $2.3 billion in 2009 from the benefits of productivity gains and good cost management across all divisions, with core results showing the same trends.

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Other Income and other Expense

        Other income, which largely consists of gains from the disposal of intangible assets and property, plant & equipment, declined 5% to $782 million in 2009. For core results, other income rose 12% in 2009, due mainly to the elimination of various exceptional gains exceeding a $25 million threshold in 2008.

        Other expense, which largely consists of litigation settlement costs, impairment of financial assets and pension expenses, grew 14% to $1.9 billion in 2009. Among factors for the increase were higher pension expenses and litigation charges, which included increased legal provisions for Trileptal related to a plea agreement reached with the US federal government regarding the criminal allegations and the onging negotiations for a settlement of the civil claims and for Tobi related to an agreement to settle in principle all civil claims and state Medicaid claims reached with US federal and state government offices in 2009. For core results, which eliminate exceptional charges exceeding a $25 million threshold, other expense was up 4% on a comparable basis to $1.4 billion in 2009.


Non-Divisional Income & Expense

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Operating income

    9,982     8,964     11  

Income from associated companies

    293     441     (34 )

Financial income

    198     384     (48 )

Interest expense

    (551 )   (290 )   90  
               

Income before taxes

    9,922     9,499     4  

Taxes

    (1,468 )   (1,336 )   10  
               

Net income from continuing operations

    8,454     8,163     4  

Net income from discontinued operations

          70        
               

Group net income

    8,454     8,233     3  
               

Attributable to:

                   

Shareholders of Novartis AG

    8,400     8,195     3  

Non-controlling interests

    54     38     42  

Basic earnings per share ($)

   
3.70
   
3.59
   
3
 

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Core Non-Divisional Income & Expense

 
  Year ended
December 31,
2009
  Year ended
December 31,
2008
  Change
in $
 
 
  $ millions
  $ millions
  %
 

Core operating income

    11,437     10,319     11  

Income from associated companies

    1,051     839     25  

Financial income

    198     384     (48 )

Interest expense

    (551 )   (290 )   90  
               

Core income before taxes

    12,135     11,252     8  

Taxes

    (1,868 )   (1,751 )   7  
               

Core net income

    10,267     9,501     8  
               

Attributable to:

                   

Shareholders of Novartis AG

    10,213     9,463     8  

Non-controlling interests

    54     38     42  

Basic earnings per share ($)

   
4.50
   
4.18
   
8
 

Income from Associated Companies

        Associated companies are accounted for using the equity method when Novartis holds between 20% and 50% of the voting shares of these companies, or where Novartis has otherwise significant influence over them. Income from associated companies is mainly derived from the Group's investments in Roche Holding AG and Alcon Inc.

        In 2009, exceptional charges totaling $189 million for actions taken by Roche and Alcon were the factors for the 34% reduction in income from associated companies to $293 million in 2009.

        The following is a summary of the individual components included in the income from associated companies:

 
  2009   2008  
 
  $ millions
  $ millions
 

Share of estimated Roche reported net income

    593     560  

Catch-up for actual Roche previous year net income

    (40 )   11  

Restructuring impact

    (97 )      

Amortization of intangible assets

    (135 )   (132 )
           

Net income effect from Roche

    321     439  
           

Share of Alcon net income

    493     255  

Catch-up for actual Alcon previous year net income

    5        

Intangible asset impairment charge

    (92 )      

Amortization of intangible assets

    (434 )   (266 )
           

Net income effect from Alcon

    (28 )   (11 )
           

Net income from other associated companies

          13  
           

Income from associated companies

    293     441  
           

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        The Group's 33.3% interest in Roche's voting shares, which represents a 6.3% interest in Roche's total equity, generated income of $321 million in 2009, down from $439 million in 2008. The 2009 contribution reflects an estimated $593 million share of Roche's net income in 2009 and a negative prior-year adjustment of $40 million. This contribution, however, was reduced by $135 million for the amortization of intangible assets arising from the allocation of the purchase price paid by Novartis for this investment to Roche's intangible assets and an exceptional charge of $97 million taken in 2009 as part of Roche's restructuring charge for the Genentech acquisition.

        Results from the 25% stake in Alcon, which were included for the first time in 2008, provided $28 million of loss compared to a loss of $11 million in 2008. Anticipated net income of approximately $493 million from Alcon for 2009 and a positive prior-year adjustment of $5 million were reduced by $434 million for the amortization of intangible assets and other charges as well as an impairment charge of $92 million taken after Alcon stopped the Retaane® pharmaceutical development project.

        Adjusting for the exceptional items in both years, core income from associated companies increased 25% to $1.1 billion.

        A survey of analyst estimates is used to predict the Group's share of net income in Roche and Alcon. Any differences between these estimates and actual results will be adjusted in the 2010 financial statements.

        Idenix, which became an associated company in September after its deconsolidation, contributed a loss of $9 million and other investments contributed $9 million.

Financial Income and Interest Expense

        Financial income declined 48% to $198 million in 2009, mainly due to lower financial yields and currency losses in 2009. Interest expense rose 90% to $551 million in 2009 following the issuance of US dollar and euro bonds in the first half of the year.

Taxes

        Tax expenses in 2009 were $1.5 billion, a 10% increase from 2008. The tax rate (taxes as a percentage of pre-tax income) rose to 14.8% in 2009 from an unusually low rate of 14.1% in 2008, due mainly to a change in profit mix within the Group's businesses. The effective tax rate is different than the expected tax rate due to various adjustments made to the IFRS results to arrive at taxable income. For further information on the main elements contributing to the difference, see "Item 18. Financial Statements—note 6". The core tax rate at 15.4% was slightly lower than the 2008 rate of 15.6%.

Net Income

        Net income rose 4% to $8.5 billion in 2009. Core net income was up 8% to $10.3 billion.

Basic Earnings per Share

        Basic earnings per share were $3.70, up 3% from $3.59 in 2008, but less than the net income increase due to higher income attributable to non-controlling interests. Core earnings per share grew 8% to $4.50 in 2009 from $4.18 in 2008.

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5.B Liquidity and Capital Resources

Cash Flow

        The following table sets forth certain information about the Group's cash flow and net debt/liquidity.

 
  Year ended December 31,  
 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Cash flows from operating activities

    14,067     12,191     9,769  

Cash flows used in investing activities

    (15,756 )   (14,219 )   (10,367 )

Cash flows from/used in financing activities

    4,116     2,809     (2,573 )

Cash flows from discontinued operations

                (105 )

Currency translation effect on cash and cash equivalents

    (2 )   75     (46 )
               

Net change in cash and cash equivalents

    2,425     856     (3,322 )

Change in marketable securities

    (11,740 )   10,476     (3,762 )

Change in current and non-current financial debts

    (8,999 )   (6,624 )   (1,570 )
               

Change in net (debt)/liquidity

    (18,314 )   4,708     (8,654 )

Net liquidity/(debt) at January 1

    3,461     (1,247 )   7,407  
               

Net (debt)/liquidity at December 31

    (14,853 )   3,461     (1,247 )
               

        The analysis of our cash flow is divided as follows:

1. Cash Flows From Operating Activities

        Cash flow from operating activities was $14.1 billion in 2010, a 15.4% increase from $12.2 billion in 2009. The additional cash flow of $1.9 billion generated by the strong business expansion and lower working capital requirements was partially offset by higher taxes and payments in connection with the resolution of certain legal matters

        In 2009, our primary source of liquidity was cash generated from our operations. The cash flow from operating activities rose 25% to $12.2 billion and reflected $1.3 billion lower working capital requirements compared to 2008.

        In 2008, cash flow from operating activities increased by 6% to $9.8 billion ($559 million), due to additional cash flow generated by the solid business expansion that was partially offset by higher tax and Forward restructuring payments.

2. Cash Flows Used in Investing Activities

        The net cash outflow used for investing activities in 2010 amounted to $15.8 billion, $1.5 billion above the prior-year amount. The cash used for acquisitions was $26.7 billion. This amount is comprised of $26.1 billion (net of $2.2 billion cash acquired) for the purchase of the additional 52% investment in Alcon

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and of $0.5 billion for the acquisition of Corthera and Oriel as well as for deferred payments related to the EBEWE acquisition. The net cash used for investments in property, plant & equipment, intangible and other assets amounted to $1.7 billion. These outflows were partially offset by the net proceeds of marketable securities of $12.6 billon.

        In 2009, cash outflows from investing activities rose 37% to $14.2 billion and included $10.5 billion in marketable securities investments net financed with proceeds from bond offerings as well as $0.9 billion for the acquisition of the EBEWE Pharma generics business in Sandoz and $1.9 billion for capital expenditures.

        In 2008, cash outflow due to investing activities was $10.4 billion, Acquisitions involving Alcon, Speedel, Protez and the Nektar pulmonary business amounted to $11.5 billion and investments in property, plant & equipment to $2.1 billion, while net proceeds from the sale of marketable securities amounted to $3.3 billion.

3. Cash Flows From/Used in Financing Activities

        Net cash provided by financing activities increased by $1.3 billion to $4.1 billion in 2010 compared to $2.8 billion in 2009. The $8.3 billion proceeds from the bonds and commercial paper programs as well as other net inflows totaling $0.3 billion were partially offset by the payment of the 2009 dividend of $4.5 billion in 2010.

        In 2009, cash inflows from financing activities were a net $2.8 billion, as proceeds from bond issues totaling $7.1 billion were partially reduced by the dividend payment for 2008 of $3.9 billion and other items totaling $0.4 billion.

        In 2008, cash outflow used for financing activities was $2.6 billion, as the dividend payment made in 2008 of $3.3 billion and $0.5 billion related to treasury share transactions were partially offset by cash inflows of $1.3 billion related to net additions to financial debt.

4. Net Liquidity

        Overall liquidity at the end of 2010 amounted to $8.1 billion compared to $17.4 billion at the end of 2009. Taking into account additional debt raised in 2010, the Group had net debt of $14.9 billion at the end of 2010 compared to net liquidity of $3.5 billion at the end of 2009.

        At December 31, 2009 overall liquidity amounted to $17.4 billion compared to $6.1 billion at the end of 2008. Taking into account additional debt raised in 2009 through bond issues, the Group had net debt of $1.2 billion at the end of 2008 compared to net liquidity of $3.5 billion at the end of 2009.

        At December 31, 2008 overall liquidity fell to $6.1 billion from $13.2 billion at the end of 2007. Taking into account additional debt raised in 2008, net liquidity at the end of 2007 of $7.4 billion swung to net debt of $1.2 billion at the end of 2008.

        Net liquidity constitutes a non-IFRS financial measure, which means that it should not be interpreted as a measure determined under International Financial Reporting Standards (IFRS). Net liquidity is presented as additional information as it is a useful indicator of the Group's ability to meet financial commitments and to invest in new strategic opportunities, including strengthening its balance sheet.

        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.

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        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 also use forward contracts and foreign currency option contracts to hedge certain anticipated net revenues in foreign currencies, see "Item 11, Quantitative and Qualitative Disclosures About Non-Product-Related Market Risk," for additional information.

5. Free Cash Flow

        Novartis defines free cash flow as cash flow from operating activities less purchase or sale of property, plant & equipment, intangible, non-current and financial assets and dividends paid. Cash effects realized in connection with the acquisition or divestment of subsidiaries, associated companies and non-controlling interests are excluded from free cash flow. The following is a summary of the Group's free cash flow:

 
  Year ended December 31,  
 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Cash flows from operating activities

    14,067     12,191     9,769  

Purchase of property, plant & equipment

    (1,678 )   (1,887 )   (2,106 )

Purchase of intangible assets

    (554 )   (846 )   (210 )

Purchase of financial assets

    (124 )   (215 )   (131 )

Purchase of non-current non-financial assets

    (15 )   (23 )   (5 )

Proceeds from sales of property, plant & equipment

    36     48     58  

Proceeds from sales of intangible assets

    545     51     169  

Proceeds from sales of financial assets

    66     124     99  

Proceeds from sales of non-current non-financial assets

    3     3     3  
               

Free cash flow before dividend

    12,346     9,446     7,646  

Dividends paid to shareholders of Novartis AG

    (4,486 )   (3,941 )   (3,345 )
               

Free cash flow from continuing operations

    7,860     5,505     4,301  

Free cash flow from discontinued operations

                (237 )
               

Group free cash flow

    7,860     5,505     4,064  
               

        The free cash flow for 2010 was $7.9 billion which represents an increase of 42.8% over 2009. The strong business expansion, lower working capital requirements, higher proceeds from the disposal of intangible assets as well as lower capital spending contributed to the growth of the free cash flow.

        Net investments in property, plant & equipment in 2010 were $1.6 billion, or 3.2% of net sales, down from 4.2% of net sales in 2009. Free cash flow before dividends rose 31% to $12.3 billion in 2010 and was mainly attributable to the Pharmaceuticals Division which contributed $10.7 billion to the Group total.

        Our 2009 Group free cash flow from continuing operations rose 28% to $5.5 billion. This rise relates mainly to the solid business expansion, reduced tax payments, lower working capital requirements and a reduction of investments in property, plant & equipment. This was partially offset by increased payments for intangible assets, lower proceeds from assets disposals and higher net financial payments. Capital expenditure for continuing operations on property, plant & equipment in 2009 were $1.9 billion, or 4.3% of net sales, down from 5.1% of net sales in 2008. Free cash flow before dividends rose 24% to $9.4 billion in 2009, reflecting the strong focus on business performance and control of fixed and working capital.

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        Our 2008 Group free cash flow from continuing operations rose 14% to $4.3 billion on our solid business expansion as well as lower levels of investments in property, plant & equipment and also intangible assets. Capital expenditure for continuing operations on property, plant & equipment for 2008 amounted to $2.1 billion, or 5.1% of net sales, down from 6.7% of net sales in 2007.

        Free cash flow is presented as additional information because Novartis considers it is a useful indicator of the Group's ability to operate without relying on additional borrowing or the use of existing cash. Free cash flow is a measure of the net cash generated that is available for debt repayment and investment in strategic opportunities.

        The Group uses free cash flow as a performance measure when making internal comparisons of the results of divisions. Free cash flow of the divisions uses the same definition as for the Group. However no dividends, tax or financial receipts or payments are included in the operating divisional calculation.

        Free cash flow constitutes a non-IFRS financial measure, which means that it should not be interpreted as a measure determined under International Financial Reporting Standards (IFRS). Free cash flow is not intended to be a substitute measure for cash flow from operating activities (as determined under IFRS).


Capital Resources

Funding of the Alcon transaction

        On August 25, 2010, Novartis completed the acquisition of a further 52% interest in Alcon, Inc. following on from the January 4, 2010 announcement that Novartis had exercised its call option to acquire Nestlé's remaining 52% Alcon interest for approximately $28.3 billion or $180 per share. This increased the interest in Alcon to a 77% controlling interest as Novartis had already acquired an initial 25% Alcon interest from Nestlé for $10.4 billion or $143 per share in July 2008.

        The overall purchase price of $38.7 billion includes certain adjustments for Alcon dividends and interest due. Sources of financing for the 77% ownership, including the initial 25% stake purchased in mid-2008, were $17.0 billion of available cash, and $13.5 billion from bonds raised in March 2010 as well as in 2008 and 2009. In addition, during 2010, we raised funds through our commercial paper program, which was used for general corporate purposes of the Novartis Group, as well as for intercompany financing purposes in connection with the acquisition of the 52% interest in Alcon.

        On December 15, 2010, Novartis announced that it has entered into a definitive agreement to merge Alcon into Novartis for Novartis shares and a Contingent Value Amount (CVA). Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a CVA to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

        Credit agencies maintained their ratings of Novartis debt during 2010. Moody's rates the Group as Aa2 for long-term maturities and P-1 for short-term maturities and Standard & Poor's has a rating of AA- and A-1+, for long-term and short-term maturities, respectively. Fitch has a long-term rating of AA and a short-term rating of F1+.

Share Repurchase Plans

        On December 15, 2010 we announced the reactivation of the sixth share repurchase program, along with the agreement for the merger with Alcon, Inc. This program had been suspended since April 2008 when we announced an agreement to potentially acquire majority ownership in Alcon, Inc, from Nestle S.A. No shares were cancelled in 2010 as none had been repurchased in the 12 months to December 2009. No shares were repurchased under the share repurchase program in 2010.

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Treasury shares

        At December 31, 2010, our holding of treasury shares amounted to 348.2 million shares or 13% of the total number of issued shares. Approximately 181 million treasury shares are held in entities that limit their availability for use. At December 31, 2009, our holding of treasury shares amounted to 363.3 million shares or 14% of the total number of issued shares.

Bonds

        On March 9, 2010, Novartis issued a three-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 1.9% three-year tranche totaling $2.0 billion, a 2.9% five-year tranche totaling $2.0 billion and a 4.4% 10-year tranche totaling $1.0 billion were issued by the Group's US entity, Novartis Capital Corp. All tranches are unconditionally guaranteed by Novartis AG.

        On February 5, 2009, Novartis issued a two-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 4.125% five-year tranche totaling $2.0 billion was issued by the Group's US entity, Novartis Capital Corp., while a 5.125% 10-year tranche totaling $3.0 billion was issued by the Group's Bermuda unit, Novartis Securities Investment Ltd. Both tranches are unconditionally guaranteed by Novartis AG.

        On June 2, 2009, Novartis issued a 4.25% bond, due in 2016 of EUR 1.5 billion (approximately $2.1 billion) under its EUR 15 billion Euro Medium Term Note Programme. The seven-year bond, issued by Novartis Finance S.A., Luxembourg, is guaranteed by Novartis AG.

        On June 26, 2008, Novartis AG issued a 3.625% bond, due in 2015 of CHF 800 million. Also on June 26, 2008, our affiliate, Novartis Securities Investment Ltd. Bermuda, issued a 3.5% bond, guaranteed by Novartis AG, due in 2012, of CHF 700 million.

Direct Share Purchase Plans

        Novartis has been offering US investors since 2001 an ADS Direct Share Purchase Plan that provides investors an easy and inexpensive way of directly purchasing Novartis shares and of reinvesting dividends. This plan holds Novartis ADSs that are listed on the New York Stock Exchange under the trading symbol NVS. At the end of 2010, the ADS Direct Plan had 962 participants.

        Starting in September 2004, Novartis began offering a Direct Share Purchase Program to investors residing in Switzerland, Liechtenstein, France and the United Kingdom, which was the first of its kind in Europe. This plan offers an easy and inexpensive way for investors to directly purchase Novartis registered shares and for them to be held at no cost in a deposit account with SIX SAG AG. At the end of 2010, a total of 9,314 shareholders were enrolled in this program.


Liquidity/Short-term Funding—2010 and 2009

        We continuously track our liquidity position and asset/liability profile. This involves modelling cash flow maturity profiles based on both historical experiences and contractual expectations to project our liquidity requirements. We seek to preserve prudent liquidity and funding capabilities.

        We are not aware of significant demands to decrease our level of liquidity apart from the usual operating cash flows. We expect that part of our free cash flow will be used to reduce our financial debt. Thus we expect that our level of net debt should decrease absent unforeseen events.

        We make use of various borrowing facilities provided by several financial institutions. We also successfully issued various bonds in 2009 and 2010. In addition, we raised funds through our commercial paper program. We have no commitments from repurchase or securities lending transactions.

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        The principal reason for the increase in average current financial debt in 2010 compared to 2009 is the increase in commercial paper during 2010, which was used for general corporate purposes of the Novartis Group, as well as for intercompany financing purposes in connection with the acquisition of an additional 52% interest in Alcon, Inc. during 2010.

        The current financial debt is set forth below:

 
  December 31,
2010
  2010 Average
interest
rate(1)
  2010 Average   2010 Average
interest
rate(1)
  2010 Maximum(2)  
 
  $ millions
  %
  $ millions
  %
  $ millions
 

Interest bearing accounts of associates

    1,321     1.15     1,239     1.23     1,321  

Other bank and financial debt

    2,195     2.37     2,297     2.26     2,692  

Commercial paper

    4,969     0.20     3,603     0.28     8,719  

Current portion of non-current financial debt

    98     na     47     na     98  

Fair value of derivative financial instruments

    44     na     106     na     201  
                           

Total current financial debt

    8,627           7,292           12,631  
                           

 

 
  December 31,
2009
  2009 Average
interest
rate(1)
  2009 Average   2009 Average
interest
rate(1)
  2009 Maximum(2)  
 
  $ millions
  %
  $ millions
  %
  $ millions
 

Interest bearing accounts of associates

    1,175     1.23     1,121     1.29     1,176  

Other bank and financial debt

    2,142     2.73     2,159     2.70     2,446  

Commercial paper

    1,887     0.26     1,574     0.31     1,886  

Current portion of non-current financial debt

    29     na     17     na     29  

Fair value of derivative financial instruments

    80     na     190     na     329  
                           

Total current financial debt

    5,313           5,061           5,660  
                           

(1)
Interest is calculated based on the average balances for a quarter.

(2)
Maximum amount at end of any quarter in each category.

na—not
applicable or available. 

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        Interest bearing accounts of associates relate to employee deposits in CHF from the compensation of associates employed by Swiss entities (actual interest rate: 1.25%). Other bank and financial debt refer to usual lending and overdraft facilities. The commercial paper are issued through our commercial paper program.


5.C Research & Development, Patents and Licenses

        Our R&D spending totaled $9.1 billion, $7.5 billion and $7.2 billion ($8.1 billion, $7.3 billion and $6.8 billion excluding impairments and amortization charges) for the years 2010, 2009 and 2008, respectively. Each of our divisions has its own R&D and patents policies. Our divisions have numerous products in various stages of development. For further information on these policies and these products in development, see "Item 4. Information on the Company—4.B Business Overview."

        As described in the "Risk Factors" section and elsewhere in this Form 20-F, our drug development efforts are subject to the risks and uncertainties inherent in any new drug development program. Due to the risks and uncertainties involved in progressing through pre-clinical development and clinical trials, and the time and cost involved in obtaining regulatory approvals, among other factors, we cannot reasonably estimate the timing, completion dates, and costs, or range of costs, of our drug development program, or of the development of any particular development compound, see "Item 3. Key Information—3.D Risk Factors." In addition, for a description of the research and development process for the development of new drugs and our other products, and the regulatory process for their approval, see "Item 4. Information on the Company—4.B Business Overview."


5.D Trend Information

        On January 3, 2011, Novartis and Johnson & Johnson signed an agreement to settle all litigations related to the silicone hydrogel patents (JUMP patents). Under the agreement, Novartis will receive a settlement payment and each party will grant to the other party a fully paid up, irrevocable, worldwide non-exclusive license with no right to sub-license under the respective patent rights. Novartis will record the resulting income in the first quarter of 2011.

        In addition, please see "—5.A Operating Results—Factors Affecting Results of Operations" and "Item 4, Information on the Company—4.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 "Item 18. Financial Statements—note 28" and matters described in "Item 5.F Aggregate Contractual Obligations".


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, 2010, the aggregate total amount of payments, including potential milestones, which may be required under these agreements, was $3.5 billion. We expect to fund these long-term research agreements with internally generated resources.

        As of December 31, 2010, our total financial debt was $23.0 billion, as compared with $14.0 billion as of December 31, 2009, and $7.4 billion as of December 31, 2008. The increase from 2009 to 2010 and from

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2008 to 2009 of $9.0 billion and $6.6 billion, respectively, was principally due to the issuance of new bonds and commercial papers.

        We have $13.5 billion of bonds outstanding at December 31, 2010. We had $8.6 billion and $1.4 billion of bonds outstanding at December 31, 2009 and at December 31, 2008, respectively. For details on the maturity profile of debt, currency and interest rate structure, see "Item 18. Financial Statements—note 19".

        As of December 31, 2010, we had current debt (excluding the current portion of non-current debt) of $8.5 billion as compared with $5.3 billion as of December 31, 2009, and $5.2 billion as of December 31, 2008. This current debt consists mainly of $3.5 billion (2009: $3.3 billion; 2008: $3.5 billion) in other bank and financial debt, including interest bearing employee accounts; $5.0 billion (2009: $1.9 billion; 2008: $1.3 billion) of commercial paper, and $44 million (2009: $0.1 billion; 2008: $0.4 billion) of other current debt. For further details see "Item 18. Financial Statements—note 21".

        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 "Item 18. Financial Statements—note 19".

        The following table summarizes our contractual obligations and other commercial commitments at December 31, 2010 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

 
  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
 

Non-current financial debt

    14,458     98     2,808     5,591     5,961  

Operating leases

    3,162     363     450     262     2,087  

Unfunded pension and other post-retirement obligations

    1,200     66     142     157     835  

Research & development

                               
 

—Unconditional commitments

    270     84     95     61     30  
 

—Potential milestone commitments

    3,264     338     1,133     703     1,090  

Purchase commitments

                               
 

—Property, plant & equipment

    597     460     82     37     18  
                       

Total contractual cash obligations

    22,951     1,409     4,710     6,811     10,021  
                       

        We expect to fund the R&D and purchase commitments with internally generated resources.

        For other contingencies, see "Item 4. Information on the Company—4.D Property, Plants and Equipment—Environmental Matters", "Item 8. Financial Information—8.A Consolidated Statements and Other Financial Information—8.A" and "Item 18. Financial Statements—note 20".

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Item 6.    Directors, Senior Management and Employees


Item 6.A    Directors and Senior Management


Board of Directors

Daniel Vasella, M.D., Swiss, age 57

        Function at Novartis AG Daniel Vasella, M.D., is Chairman of the Board of Directors for Novartis AG. He served as Chief Executive Officer (CEO) and executive member of the Board of Directors for 14 years following the merger that created Novartis in 1996. Dr. Vasella was appointed Chairman in April 1999.

        Other activities Dr. Vasella is Chairman of Alcon, Inc., and a member of the Board of Directors of PepsiCo, Inc. He is also a member of the International Board of Governors of the Peres Center for Peace in Israel, the International Business Leaders Advisory Council for the Mayor of Shanghai, the Global Health Program Advisory Panel of the Bill & Melinda Gates Foundation, and is a foreign honorary member of the American Academy of Arts and Sciences. In addition, Dr. Vasella serves as a member of several industry associations and educational institutions.

        Professional background Before the Novartis merger, Dr. Vasella was CEO of Sandoz Pharma Ltd. and a member of the Sandoz Group Executive Committee. From 1988 to 1992, he was with Sandoz Pharmaceuticals Corporation in the United States, prior to which he held a number of medical positions in Switzerland. He graduated with an M.D. from the University of Bern in Switzerland and completed executive training at the Harvard Business School in the United States. He was also awarded an honorary doctorate by the University of Basel.

        Key knowledge/experience Leadership, Biomedical Science and Global Marketing experience—former CEO of Novartis; chairman of global eye care company; advisory panel member for international health and development foundation. Industry experience—director of global consumer goods company.

Ulrich Lehner, Ph.D., German, age 64

        Function at Novartis AG Ulrich Lehner, Ph.D., has been a member of the Board of Directors since 2002. He qualifies as an independent Non-Executive Director. He serves as Vice Chairman and Chairman of the Corporate Governance and Nomination Committee. He is also a member of the Audit and Compliance Committee, the Risk Committee, the Chairman's Committee, and the Compensation Committee. The Board of Directors has appointed him as Audit Committee Financial Expert.

        Other activities Mr. Lehner is member of the Shareholders' Committee of Henkel AG & Co. KGaA, Chairman of the Supervisory Board of Deutsche Telekom AG, and serves as a member of the Supervisory Boards of E.ON AG, ThyssenKrupp AG, HSBC Trinkaus & Burkhardt AG, Porsche Automobil Holding SE and Henkel Management AG, all in Germany. He is also a member of the Shareholders' Committees of Dr. August Oetker KG and Krombacher Brauerei, both in Germany.

        Professional background Mr. Lehner graduated in business administration and mechanical engineering from the Darmstadt University of Technology, Germany, in 1975. From 1975 to 1981, he was an auditor with KPMG Deutsche Treuhand-Gesellschaft AG in Duesseldorf. In 1981, he joined Henkel KGaA. After heading the Controlling Department of Fried. Krupp GmbH in Germany from 1983 to 1986, Mr. Lehner returned to Henkel as Finance Director. From 1991 to 1994, he headed Henkel Asia-Pacific Ltd. in Hong Kong, and from 1995 to 2000, served as Executive Vice President, Finance/Logistics, of Henkel KGaA. From 2000 to 2008, Mr. Lehner served as Chairman of the Management Board of Henkel KGaA.

        Key knowledge/experience Leadership and Global experience—chairman of supervisory board of global telecommunication company; former chairman of the management board of global consumer goods company. Industry experience—member of supervisory boards of global energy, automotive and manufacturing technology companies.

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Hans-Joerg Rudloff, German, age 70

        Function at Novartis AG Hans-Joerg Rudloff has been a member of the Board of Directors since 1996. He qualifies as an independent Non-Executive Director. He is Vice Chairman and a member of the Audit and Compliance Committee, the Risk Committee, the Compensation Committee, and the Chairman's Committee. The Board of Directors has appointed him as Audit Committee Financial Expert.

        Other activities In 2006, Mr. Rudloff joined the Board of Directors of Rosneft, a Russian state-controlled oil company, and became Chairman of the audit committee. He serves as the Chairman of the Board of Directors of Bluebay Asset Management Ltd., United Kingdom, and the Marcuard Group, Switzerland. He was also a member of the Boards of Directors of the Thyssen-Bornemisza Group and is now a consultant to the board. He joined New World Resources B.V., Netherlands, as a Board Member and a Member of the Audit and Remuneration Committees. In addition, Mr. Rudloff is a member of the Advisory Boards of Landeskreditbank Baden-Wuerttemberg and EnBW, both in Germany. In 2005, Mr. Rudloff became Chairman of the International Capital Markets Association (ICMA), Switzerland.

        Professional background Mr. Rudloff studied economics at the University of Bern, Switzerland. After graduating in 1965, he joined Credit Suisse in Geneva. He moved to the US-based investment banking firm of Kidder Peabody Inc. in 1968. He later headed Swiss operations and was elected Chairman of Kidder Peabody International. In 1978 he became a member of the Board of Directors of Kidder Peabody Inc., United States. In 1980, he joined Credit Suisse First Boston, Switzerland, was elected Vice Chairman in 1983, and became Chairman and CEO in 1989. From 1986 to 1990, Mr. 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, Mr. Rudloff was Chairman of MCBBL in Luxembourg. In 1994, he was appointed to the Board of Directors of Sandoz AG in Switzerland. In 1998, Mr. Rudloff joined Barclays Capital, United Kingdom, where he is presently Chairman.

        Key knowledge/experience Leadership and Banking experience—chairman of investment bank; chairman of asset management company. Industry and Global experience—director of global energy company.

William Brody, M.D., Ph.D., American, age 66

        Function at Novartis AG William Brody, M.D., Ph.D., has been a member of the Board of Directors since 2009. He qualifies as an independent Non-Executive Director. He is a member of the Compensation Committee.

        Other activities Dr. Brody is a member of the Board of Directors of the US-based IBM, and the Mutual Funds Boards of T. Rowe Price, and the China-based Novamed. He is also a member of numerous professional associations, and serves on the advisory boards of various government and nonprofit organizations.

        Professional background Dr. Brody earned his bachelor's and master's degrees in electrical engineering from the Massachusetts Institute of Technology before completing his M.D. and Ph.D. at Stanford University. Following training in cardiovascular surgery and radiology he held various academic positions, including Professor for Radiology and Electrical Engineering at Stanford University and Director of the Department of Radiology at The Johns Hopkins University. From 1996 to 2009 he was President of The Johns Hopkins University and since 2009, President of the Salk Institute for Biological Studies in the United States. He is a member of the US National Academy of Engineering and the Institute of Medicine.

        Key knowledge/experience Leadership, Biomedical Science, Healthcare and Education experience—president of leading US scientific research institution; former president of leading US university. Global, Engineering and Technology experience—director of global technology company.

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Srikant Datar, Ph.D., American, age 57

        Function at Novartis AG Srikant Datar, Ph.D., has been a member of the Board of Directors since 2003. He qualifies as an independent Non-Executive Director. He is Chairman of the Audit and Compliance Committee, and a member of the Risk Committee and the Compensation Committee. The Board of Directors has appointed him as Audit Committee Financial Expert.

        Other activities Mr. Datar is Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University. He is also a member of the Board of Directors of ICF International Inc. and of Stryker Corporation, both in the United States, and of KPIT Cummins Infosystems Ltd., India.

        Professional background Mr. Datar graduated with distinction in mathematics and economics from the University of Bombay, India in 1973. He is a Chartered Accountant, and holds two master's degrees and a Ph.D. from Stanford University. Mr. Datar has worked as an accountant and planner in industry, and as a professor at Carnegie Mellon University, Stanford University and Harvard University in the United States. 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. Mr. Datar has advised and worked with numerous companies in research, development and training.

        Key knowledge/experience Leadership and Education experience—former senior associate dean and current professor of leading US university. Global and Industry experience—director of global professional services firm; director of global leading medical technology company; director of Indian high-technology company.

Ann Fudge, American, age 59

        Function at Novartis AG Ann Fudge has been a member of the Board of Directors since 2008. She qualifies as an independent Non-Executive Director. She is a member of the Corporate Governance and Nomination Committee.

        Other activities Ms. Fudge serves on the Board of Directors of General Electric and on the Board of Directors of Unilever, UK/Netherlands. She is a Trustee of the New York-based Rockefeller Foundation and of Atlanta-based Morehouse College, and is Chairman of the US Programs Advisory Panel of the Bill & Melinda Gates Foundation. She is also on the Board of the Council on Foreign Relations.

        Professional background Ms. Fudge received her bachelor's degree from Simmons College and her MBA from Harvard University Graduate School of Business in the United States. She is former Chairman and CEO of Young & Rubicam Brands. Before that, she served as President of the Beverages, Desserts and Post Division of Kraft Foods.

        Key knowledge/experience Leadership and Marketing experience—former Chairman and CEO of global marketing communications company; former president of leading consumer products business unit. Global and Industry experience—director of global technology company and global consumer goods company.

Alexandre F. Jetzer-Chung, Swiss, age 69

        Function at Novartis AG Alexandre F. Jetzer-Chung has been a member of the Board of Directors since 1996.

        Other activities Mr. Jetzer-Chung is a member of the Supervisory Board of Compagnie Financière Michelin and of the Board of the Lucerne Festival Foundation, both in Switzerland. He is a member of the International Advisory Panel on Biotechnology Strategy of the Prime Minister of Malaysia, a member of the Investment Advisory Council of the Prime Minister of Turkey, and an economic advisor to the

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Governor of Guangdong Province, China. He is also a member of the Development Committee of the Neuroscience Center of the University of Zurich, Switzerland.

        Professional background Mr. Jetzer-Chung graduated with master's degrees in law and economics from the University of Neuchâtel, Switzerland, and is a licensed attorney. From 1967 to 1980, he served as General Secretary of the Swiss Federation of Commerce and Industry (Vorort). Mr. Jetzer-Chung joined Sandoz in 1980. In 1981, he was appointed member of the Sandoz Group Executive Committee in the capacity of Chief Financial Officer and, from 1990 on, as Head of Management Resources and International Coordination. From 1995 to 1996, he was Chairman and Chief Executive Officer of Sandoz Pharmaceuticals Corporation, and at the same time served as President and CEO of Sandoz Corporation in the United States. After the merger that created Novartis in 1996 until 1999, he was Head of International Coordination, Legal and Taxes, and a member of the Executive Committee of Novartis.

        Permanent Novartis management or consultancy engagements Mr. Jetzer-Chung has a consultancy agreement with Novartis International AG.

        Key knowledge/experience Leadership and Finance experience—former chief financial officer of global healthcare company. Global experience—advisor to governments in emerging markets.

Pierre Landolt, Swiss, age 63

        Function at Novartis AG Pierre Landolt has been a member of the Board of Directors since 1996. He qualifies as an independent Non-Executive Director. He is a member of the Corporate Governance and Nomination Committee.

        Other activities Mr. Landolt is currently Chairman of the Sandoz Family Foundation and a Director of Syngenta AG, both in Switzerland. He is a Partner with unlimited liabilities of the Swiss private bank Landolt & Cie. Mr. Landolt serves, in Brazil, as President of the Instituto Fazenda Tamanduá, the Instituto Estrela de Fomento ao Microcrédito, AxialPar Ltda, and Moco Agropecuaria Ltda. In Switzerland, Mr. Landolt is Chairman of Emasan AG and Vaucher Manufacture Fleurier SA, Vice Chairman of Parmigiani Fleurier SA, and is on the Board of the Syngenta Foundation for Sustainable Agriculture, Switzerland. He is a Director of EcoCarbone SA, France, and Swiss Amazentis SA. He is also Vice Chairman of the Montreux Jazz Festival Foundation.

        Professional background Mr. Landolt graduated with a bachelor's degree in law from the University of Paris-Assas. From 1974 to 1976, he worked for Sandoz Brazil SA. In 1977, he acquired an agricultural estate in the semi-arid Northeast Region of Brazil and, over several years, converted it into a model farm in organic and biodynamic production. Since 1997, Mr. Landolt has been Associate and Chairman of AxialPar Ltda, Brazil, an investment company focused on sustainable development, with investments in fish farming, soy for human consumption and organic vegetables. In 2000, he co-founded EcoCarbone SA, France, a company active in the design and development of carbon-sequestration processes in Asia, Africa, South America and Europe. In 2007, he co-founded Amazentis SA, Switzerland, a startup company active in the convergence space of medication and nutrition. In addition to his private activities, Mr. Landolt has been President of the Sandoz Family Foundation since 1994, and oversees the development of the foundation in several investment fields, including hotel, watch making and telecommunications.

        Key knowledge/experience Banking, Industry, International and Emerging Market experience—partner of private bank; chairman and vice-chairman of luxury goods companies. Leadership and Global experience—president of large family investment holding; director of global agribusiness company; director of sustainable agriculture foundation.

Andreas von Planta, Ph.D., Swiss, age 55

        Function at Novartis AG Andreas von Planta, Ph.D., has been a member of the Board of Directors since 2006. He qualifies as an independent Non-Executive Director. He is Chairman of the Risk Committee,

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and a member of the Audit and Compliance Committee, as well as the Corporate Governance and Nomination Committee.

        Other activities Mr. von Planta is Chairman of the Schweizerische National-Versicherungs-Gesellschaft AG and Vice Chairman of Holcim Ltd., both in Switzerland. He is also a member of the Boards of various Swiss subsidiaries of foreign companies and other non-listed Swiss companies. He is a member of the Board of Editors of the Swiss Review of Business Law and is a former Chairman of the Geneva Association of Business Law. Mr. von Planta is Chairman of the Regulatory Board of the SIX Swiss Exchange AG.

        Professional background Mr. von Planta holds lic. iur. and Ph.D. degrees from the University of Basel, Switzerland, and an LL.M. from Columbia University School of Law, New York, United States. He passed his bar examinations in Basel in 1982. Since 1983 he has been living in Geneva, working for the law firm Lenz & Staehelin, where he became a partner in 1988. His areas of specialization include corporate law, corporate governance, corporate finance, company reorganizations, and mergers and acquisitions.

        Key knowledge/experience Leadership and Global experience—chairman of insurance company; vice chairman of global construction materials manufacturer. Industry experience—partner of leading Swiss law firm.

Dr. Ing. Wendelin Wiedeking, German, age 58

        Function at Novartis AG Dr. Ing. Wendelin Wiedeking has been a member of the Board of Directors since 2003. He qualifies as an independent Non-Executive Director. He is a member of the Audit and Compliance Committee and the Risk Committee.

        Other activities Mr. Wiedeking was Chairman of the executive board of Porsche Automobil Holding SE and of Dr. Ing. h.c. F. Porsche AG, both in Germany, until July 2009. Since then he is an entrepreneur.

        Professional background Mr. Wiedeking graduated in mechanical engineering in 1978 and worked as a scientific assistant in the Machine Tool Laboratory of the Rhine-Westphalian College of Advanced Technology in Germany. His professional career began in 1983 in Germany 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 Glyco Metall-Werke KG in Wiesbaden as Division Manager, where he advanced by 1990 to the position of Chief Executive Officer and Chairman of the Board of Management of Glyco AG. In 1991, he returned to Dr. Ing. h.c. F. Porsche AG as Production Director. A year later, the Supervisory Board appointed him spokesman of the Executive Board (CEO), then Chairman in 1993.

        Key knowledge/experience Leadership, Global and Industry experience—former chairman and CEO of global automotive company. Engineering and Technology experience—former chairman and CEO of manufacturing supply company.

Marjorie Mun Tak Yang, Chinese, age 58

        Function at Novartis AG Marjorie Mun Tak Yang has been a member of the Board of Directors since 2008. She qualifies as an independent Non-Executive Director. She is Chairman of the Compensation Committee.

        Other activities Ms. Yang is Chairman of the Esquel Group, Hong Kong, China. She is a Non-official Member of the Executive Council of the Hong Kong Special Administrative Region. In China, she is a member of the National Committee of the Chinese People's Political Consultative Conference. She currently serves on the boards of Swire Pacific Limited, and The Hong Kong and Shanghai Banking Corporation Limited in Hong Kong. Ms. Yang has been a member of the MIT Corporation since 2001. In January 2010 she was appointed as Chairman of the Council of the Hong Kong Polytechnic University. She also serves on the advisory boards of Harvard Business School, and Tsinghua School of Economics and Management.

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        Professional background Ms. Yang graduated with a bachelor's degree in mathematics from Massachusetts Institute of Technology and holds a master's degree from Harvard Business School, both in the United States. From 1976 to 1978 she was an associate in Corporate Finance, Mergers and Acquisitions, with the First Boston Corporation in New York, United States. In 1979 she returned to Hong Kong and became a founding member of Esquel Group. She was appointed Chairman of the Group in 1995.

        Key knowledge/experience Leadership, Global and Industry experience—chairman of global textile manufacturing company. Education and Science experience—trustee of leading US research university; leadership roles at multiple universities.

Rolf M. Zinkernagel, M.D., Swiss, age 66

        Function at Novartis AG Rolf M. Zinkernagel, M.D., has been a member of the Board of Directors since 1999. He qualifies as an independent Non-Executive Director. He is a member of the Corporate Governance and Nomination Committee.

        Other activities Dr. Zinkernagel was Vice President of the International Union of Immunological Societies until August 2010. He is a member of the Scientific Advisory Boards of Bio-Alliance AG, Germany; Aravis General Partner Ltd., Cayman Islands; Telormedix, Switzerland; X-Biotech, Canada; Novimmune, Switzerland; Cancevir, Switzerland; Nuvo Research Inc., Canada; ImVision, Germany; MannKind, United States; Laboratoire Koch, Switzerland; Biomedical Sciences International Advisory Council, Singapore; and ERC European Research Council, Brussels. Dr. Zinkernagel is also a science consultant to Chilka Ltd., Cayman Islands; Ganymed, Germany; and Zhen-Ao Group, China. He is a member of the Advisory Panel of Swiss Re, Switzerland.

        Professional background Dr. Zinkernagel graduated from the University of Basel, Switzerland, with an M.D. in 1970. From 1992 to 2008, he was a professor and director of the Institute of Experimental Immunology at the University of Zurich, and after retirement in 2008 continues to be active at the University of Zurich. Dr. Zinkernagel has received many awards and prizes for his work and contribution to science, notably the Nobel Prize in medicine, which he was awarded in 1996.

        Key knowledge/experience Biomedical Science and Education experience—former professor and director at leading Swiss university. Leadership and Global experience—member of scientific advisory boards of numerous global biotech companies; member of major international research council.


Executive Officers

Joseph Jimenez, American, age 51

        Joseph Jimenez is Chief Executive Officer (CEO) of Novartis, responsible for leading the company's diversified healthcare portfolio of innovative pharmaceuticals, generics, vaccines and diagnostics and consumer health products since February 1, 2010. Previously, Mr. Jimenez served as Division Head, Novartis Pharmaceuticals. Mr. Jimenez led the transformation of the pharmaceutical portfolio to balance both mass market and specialty products and significantly increased the percent of sales from newly launched products. Mr. Jimenez also worked to realign the division's commercial approach to focus on the individual needs of customers and incorporated more technological tools to better connect with patients and customers. Mr. Jimenez joined Novartis in April 2007 as Division Head, Novartis Consumer Health. Previously, he served as President and CEO of the North America business for the H.J. Heinz Company and as President and CEO of Heinz in Europe from 2002 to 2006. Prior to joining Novartis, he was a NonExecutive Director of Astra-Zeneca plc, United Kingdom, from 2002 to 2007. He was also an advisor for the private equity organization Blackstone Group in the United States. Mr. Jimenez is a member of the Board of Directors of Colgate-Palmolive. He graduated with a bachelor's degree from Stanford University in 1982 and with an MBA from the University of California, Berkeley, in 1984.

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Juergen Brokatzky-Geiger, Ph.D., German, age 58

        Juergen Brokatzky-Geiger, Ph.D., is Head of Human Resources of Novartis since 2003. He is a member of the Executive Committee of Novartis. Mr. Brokatzky-Geiger joined Ciba-Geigy Ltd. in 1983 as a Laboratory Head in the Pharmaceuticals Division in Switzerland. After a job rotation in the United States, he held positions of increasing responsibility in Research and Development (R&D), 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, Mr. Brokatzky-Geiger was appointed Integration Officer of Technical Operations. He later became the Head of Chemical and Analytical Development, and served as the Global Head of Technical R&D from 1999 to 2003. Mr. Brokatzky-Geiger graduated with a Ph.D. in chemistry from the University of Freiburg, Germany, in 1982.

David Epstein, American, age 49

        David Epstein is Division Head, Novartis Pharmaceuticals, since February 1, 2010. He is a member of the Executive Committee of Novartis. Prior to his current appointment, Mr. Epstein served as Head of Novartis Oncology for nearly 10 years. In addition, Mr. Epstein led the Molecular Diagnostics Unit since its creation in 2008. Before joining Novartis, Mr. Epstein was an associate in the Strategy Practice of the consulting firm, Booz Allen & Hamilton. Mr. Epstein joined Sandoz, a predecessor company of Novartis, in 1989, and held various leadership positions of increasing responsibility for the company, including Chief Operating Officer of Novartis Pharmaceuticals Corporation in the United States and Head of Novartis Specialty Medicines. Mr. Epstein graduated with a bachelor's degree in pharmacy from Rutgers University College of Pharmacy in 1984, and with an MBA in finance and marketing from New York's Columbia University Graduate School of Business in 1987.

Mark C. Fishman, M.D., American, age 59

        Mark C. Fishman, M.D., is President of the Novartis Institutes for BioMedical Research (NIBR) since 2002. He is a member of the Executive Committee of Novartis. Before joining Novartis in 2002, Dr. Fishman was Chief of Cardiology and Director of the Cardiovascular Research Center at Massachusetts General Hospital, and Professor of Medicine at Harvard Medical School, both in the United States. Dr. Fishman has worked with national policy and scientific committees, including those of the US National Institutes of Health (NIH) and the Wellcome Trust. He completed his internal medicine residency, chief residency and cardiology training at Massachusetts General Hospital. Dr. Fishman graduated with a bachelor's degree from Yale College in 1972 and an M.D. from Harvard Medical School in 1976. He has been honored with many awards and distinguished lectureships, and is a member of the Institute of Medicine of the National Academies (US) and a Fellow of the American Academy of Arts and Sciences.

Jeff George, American, age 37

        Jeff George is Division Head, Sandoz, since 2008. He is a member of the Executive Committee of Novartis. Before joining Novartis, Mr. George was a Senior Director of Strategy and Business Development at Gap Inc. From 2001 to 2004, he was with McKinsey & Company in San Francisco, United States, where he was an Engagement Manager. Mr. George joined Novartis in the Vaccines and Diagnostics Division in January 2007 as Head of Commercial Operations for Western and Eastern Europe, then advanced to Head of Emerging Markets for the Middle East, Africa, Southeast Asia and CIS at Novartis Pharma. Mr. George received his bachelor's degree in international relations in 1996 from Carleton College. He graduated in 1999 with a master's degree from the Johns Hopkins University School of Advanced International Studies, where he studied international economics and emerging markets political economy. He received an MBA from Harvard University in 2001.

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George Gunn, MRCVS, British, age 60

        George Gunn is Division Head, Novartis Consumer Health, since 2008. He is a member of the Executive Committee of Novartis. Before joining Novartis, Mr. Gunn was president of Pharmacia Animal Health, based in the United States. Previously, he spent more than 15 years in positions of increasing responsibility in healthcare companies. He worked as a veterinary surgeon for nine years before joining the industry. Mr. Gunn joined Novartis in 2003 as Head of Novartis Animal Health, North America. In January 2004, he assumed his position as Head of the Animal Health Business Unit. In addition to this role, he was appointed Division Head, Novartis Consumer Health, in December 2008. Mr. Gunn graduated with a bachelor of veterinary medicine and surgery degree from the Royal (Dick) School of Veterinary Studies in the United Kingdom, in 1973. He graduated with a diploma in veterinary state medicine from the same school in 1978. In 2008, he received an honorary doctorate in veterinary medicine and surgery from the University of Edinburgh.

Andrin Oswald, M.D., Swiss, age 39

        Andrin Oswald, M.D., is Division Head, Novartis Vaccines and Diagnostics, since 2008. He is a member of the Executive Committee of Novartis. Before joining Novartis, Dr. Oswald was a delegate of the International Committee of the Red Cross to Nepal from 2002 to 2003 and worked with McKinsey & Company, Switzerland. In 2005, Dr. Oswald joined Novartis and advanced from Assistant to the Chairman and CEO, to Head of the Country Pharma Organization (CPO) and Country President for Novartis in South Korea, to CEO of Speedel and Global Head of Development Franchises at Novartis Pharma in 2008. Dr. Oswald graduated with an M.D. from the University of Geneva, Switzerland, in 1999.

Jonathan Symonds, British, age 51

        Jonathan Symonds is Chief Financial Officer (CFO) of Novartis AG since February 1, 2010. He is a member of the Executive Committee of Novartis. Before joining Novartis in 2009, Mr. Symonds was Partner and Managing Director of Goldman Sachs in the United Kingdom. He also has eight years of experience as CFO of AstraZeneca and previously held positions as Group Finance Director at Zeneca and partner at KPMG. From 2004 to 2007, Mr. Symonds was a director of Diageo Plc. and chairman of the Audit Committee. Other previous roles include director and Audit Committee chairman of Qinetiq Plc., chairman of the 100 Group of Finance Directors, joint chairman of the Business Tax Forum, board member of the Accounting Standards Board and founder of the Oxford University Centre for Business Taxation Research, all in the United Kingdom. Mr. Symonds graduated with a first class degree in business finance from the University of Hertfordshire, United Kingdom, in 1980 and became a Fellow of Chartered Accountants in 1982. He is a Commander of the British Empire (CBE).

Thomas Werlen, Ph.D., Swiss, age 45

        Thomas Werlen is the Group General Counsel of Novartis since 2006. He is a member of the Executive Committee of Novartis. He is Secretary to the Corporate Governance and Nomination Committee of the Board of Directors of Novartis. In 1995, Mr. Werlen started his professional career with Cravath, Swaine & Moore in New York. In 2000, he moved to the Cravath, Swaine & Moore London office and, after a short stint with David Polk & Wardwell, he joined Allen & Overy as a Partner in March 2001. Based in the London office, he focused on corporate and capital markets law. His clients included multinational corporations and investment banks. Mr. Werlen holds lic.iur. and Ph.D. (Dr.) degrees in law from the University of Zurich and a master's degree in law from Harvard Law School. He is a member of the New York and the Swiss bar. He is also a member of the Regulatory Board of the SIX Swiss Exchange AG and member of the Advisory Board of the European Journal of Risk Regulation. Mr. Werlen has written several books and articles on business and financial law and teaches corporate and capital markets law at the University of St. Gallen.

        None of the above directors or senior management has any family relationship with any other director or member of our senior management. None of the above directors or senior management were appointed pursuant to an arrangement or understanding between such officer or director and any third party.

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Item 6.B    Compensation


2010 COMPENSATION REPORT

        Novartis had discussions with numerous shareholders on questions of compensation in the past two years. In the current business environment it is important for companies to have a compensation system which not only drives sustainable performance and attracts and retains talented associates, but is also understood and supported by shareholders. In these discussions, interested shareholders who are focused on creation of sustainable value supported this view.

        At the 2010 Annual General Meeting, Novartis shareholders approved the proposal by the Board of Directors to introduce a consultative vote on the compensation system in the Articles of Incorporation (a so-called "say on pay" vote). The upcoming Annual General Meeting, to be held in February 2011, will provide shareholders an opportunity to express their views on our compensation system through such a consultative vote. Subsequently, non-binding votes will be held before every significant change in the compensation system, but at a minimum at every third Annual General Meeting. The consultative vote is non-binding and advisory in nature; therefore, the ultimate decision on compensation remains within the authority of the Board of Directors.

        The Novartis compensation system is based on the principle of meritocracy. Compensation is designed to attract, develop and retain talented associates, encourage and reward superior performance and align the interests of associates with those of our shareholders and stakeholders by creating economic value in a sustainable way.

        The Compensation Committee serves as the supervisory and governing body for compensation policies and plans within Novartis. It reviews and proposes compensation plans and policies for approval by the Board of Directors. The Compensation Committee also reviews and approves employment contracts and individual compensation for selected key executives, including members of the Executive Committee. The five current members of the Compensation Committee all meet the independence criteria set forth in our Board Regulations.

        All compensation plans and levels are reviewed regularly based on publicly available data as well as on analyses by independent compensation consultancy companies and external compensation advisors. Trends and developments in the field of compensation and corporate governance are carefully analyzed, reviewed and discussed on an ongoing basis with outside experts and consultants. The Compensation Committee considers methods to further strengthen the interrelation between the compensation plans and the Group's performance. It also reviews the compensation system to ensure that it does not encourage inappropriate or excessive risk taking and instead encourages behaviors that support sustainable value creation.

        During 2010, we made the following changes to our compensation system to further ensure that no inappropriate or excessive risk taking is rewarded:

For all Executive Committee members, effective for the performance as of 2010 onwards, we:

Increased the incentive percentage of the Long-Term Performance Plan (with a performance hurdle at vesting); and

Decreased the incentive percentages under the Equity Plan "Select" (with a performance hurdle at grant).

Furthermore, we

Lengthened the vesting period under the Equity Plan "Select" from two to three years in Switzerland effective for the grants made based on 2011 performance; and

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Implemented "clawback" provisions in individual employment contracts of all Executive Committee members—as well as in incentive plans and award letters to associates—allowing Novartis to hold back or seek to recover incentive compensation where the payout has been proven to conflict with internal management standards, accounting procedures or a violation of law.

In summary, our compensation system:

Includes a rigorous People Performance Management process reflecting meritocracy;

Applies a balanced scorecard approach to performance-based incentives by considering financial as well as non-financial objectives, including people management. In general, performance multipliers may not exceed 2 on a combined basis;

Sets overlapping performance periods and vesting schedules for long-term incentives, reducing the motivation to maximize performance in any one period;

Makes compliance and ethical conduct an integral factor when considering the performance of an executive;

Balances the mix of compensation of short-term annual incentive awards and long-term share-based compensation; and

Includes, as mentioned above, "clawback" provisions.


The Members of the Compensation Committee

Marjorie M.T. Yang (chair)
William Brody
Srikant Datar
Ulrich Lehner
Hans-Joerg Rudloff

        See "Item 18. Financial Statements—note 27" for information on Executive Officer and Director compensation as calculated under IFRS.

INTRODUCTION

        Since Novartis was created from two traditional Swiss conglomerates in 1996, management has forged a distinctive culture, and inspired old and new associates alike with the shared aspiration of being one of the world's most admired and respected healthcare companies.

        Because the skills and experience of associates needed to realize this vision are highly sought after, Novartis broke ranks with Swiss peers by raising compensation to internationally competitive levels. From the outset of operations, pay for performance has been a byword at Novartis.

        Our compensation system aims to foster personal accountability based on clear targets, as well as underline the importance of competence and integrity as drivers of sustainable business success. Compensation includes a significant variable element in addition to a fixed base compensation and benefits. The size of the variable element is based on Group or divisional results, and on individual performance against a written set of objectives, together with appraisal of values and behaviors. To encourage superior performance, variable compensation at Novartis can reach up to 200% of the target amount of an associate's incentive.

        To align associates with the interests of shareholders, a large proportion of variable compensation for executives is paid in the form of equity—Novartis shares or share options. A share option plan originally encompassed 400 key executives and has been steadily expanded. Following 2010 performance, almost

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11,000 associates participated in the Equity Plan "Select", representing a participation rate of approximately 11% of full-time associates worldwide.

        Pay for performance has spurred a culture of meritocracy at Novartis, with checks and balances to ensure integrity and fairness. The "four eyes" rule, for example, requires that associates' annual objectives and performance evaluations be reviewed separately by two levels of supervisors. Our People Performance Management process includes an annual Organization and Talent Review in which career aspirations of associates are discussed. The review includes the assessment of strengths, weaknesses and potential—and development plans are designed. The Organization and Talent Review has become an essential tool for top management in succession planning, and the scope of the program has steadily expanded from a few dozen executives a decade ago to almost 22,000 prospective leaders today.

        The core principles of compensation policy and people development have engendered both superior performance and sustained leadership. Novartis has reported record net sales and net income—and raised the annual dividend payout to shareholders—for 14 consecutive years.


COMPENSATION SYSTEM

Board of Directors

        As a global healthcare company, Novartis has established the level of Board compensation to ensure the ability to attract and retain high-caliber members. Board members do not receive variable compensation, underscoring their focus on the long-term corporate strategy and their supervisory role.

        The compensation of the Chairman is based on a contract. The compensation of the other Board members is determined by the Board of Directors each year, based on a proposal by the Compensation Committee. Board members are required to own at least 5,000 Novartis shares within three years after joining the Board of Directors.


COMPENSATION OF THE CHAIRMAN

        The Chairman receives fixed annual compensation. One third is paid out in monthly cash installments; the remaining two thirds are in the form of unrestricted Novartis shares which are granted to him each year.


COMPENSATION OF THE OTHER BOARD MEMBERS

        The other Board members receive an annual Board membership fee and additional fees for committee chairmanships, committee memberships and other functions. Board members do not receive additional fees for attending meetings.

        The other Board members can choose to receive their fees in cash, shares or a combination of both. Board members do not receive share options.


COMPENSATION STRUCTURE

 
  Board
compensation
  Executive Committee
compensation

Fixed compensation

  Yes   Yes

Variable compensation

  No   Yes

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Executive Committee Members and Other Associates

        Novartis aspires to be an employer of choice and to attract and retain the best in class talent worldwide. Novartis offers associates competitive compensation, underscoring our pay for performance philosophy.

        The compensation awarded to Novartis associates, including the Executive Committee members, reflects the market value of skills, business results, individual contribution and meeting key behavioral standards.

        The compensation framework for Novartis associates is based on four key compensation principles and includes three primary elements: base compensation, variable compensation and benefits. Variable compensation takes concrete form in short-term and long-term compensation plans.

GRAPHIC


Compensation Principles

        Our compensation policies and plans are based on four key principles:

Competitive compensation

Pay for performance

Balanced rewards to create sustainable value

Equity ownership


Competitive Compensation

        Competitive compensation is essential to attract and retain tal- ented and diverse associates. Our compensation levels reflect total compensation for comparable positions at relevant benchmark companies.

        For example, an associate who achieves his or her performance objectives is generally awarded compensation comparable to the median level of compensation provided by relevant benchmark companies. In case of over- or under-performance, the actual total compensation delivered is adjusted accordingly and may significantly differ from the benchmark median.

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        Novartis participates in several compensation benchmarking surveys that provide details on levels of salary, target and actual annual incentives and long-term incentives, the relative mix of short- and long-term incentives, and the mix of cash- and share-based compensation. Benchmark companies vary with—and are dependent on the nature of—the positions concerned.

        For specific pharmaceutical positions, the benchmark group of industry competitors for our 2010 benchmark survey consisted of the following companies:

LOGO

        For other positions we included companies outside our industry, with stature, size, scope and complexity that approximate our own, in recognition of the fact that competition for senior executive talent is not limited to the pharmaceutical industry.

        The compensation benchmarking surveys, which analyze factors such as recent market trends and best practices, are conducted by well-established global compensation consultancy firms. These surveys are checked and supplemented by input from the Compensation Committee's independent advisor, Pearl Meyer & Partners LLC.


Pay for Performance

        To foster a high performance culture, Novartis applies a uniform People Performance Management process worldwide, based on clear quantitative and qualitative criteria.

        Novartis associates, including the Executive Committee members, are subject to a formal process of objective setting and performance appraisal.

        For each performance year, line managers and their direct reports jointly determine performance measures and business objectives. These objectives are derived from the business objectives established at the Group, division, function, country or business area levels.

        Two reviews are carried out each year—a mid-year and a year-end review. These reviews consist of formal meetings between associates and line managers to evaluate performance. In assessing performance, line managers focus on results-oriented measures, as well as on how results were achieved.

        Decisions and actions leading to results must be consistent with Novartis Values and Behaviors, which describe the desired conduct of associates and set boundaries and guidelines as an important building block for the culture of our Group. The Novartis Values and Behaviors provide a focus on quality, commitment, candor, compassion, loyalty and integrity.

        Because performance appraisals impact significant elements of reward, we ensure each year that there is consistency of performance ratings across the entire Group.

        Based on the year-end performance rating, line managers and next-level line managers determine the incentive awards for each associate under review, as well as the target compensation for the coming year.

        To encourage and reward sustained superior performance, total compensation may reach levels comparable to top quartile levels of compensation offered by the relevant benchmark companies.

        Any incentive compensation paid to key executives, including the Executive Committee members, is subject to a "clawback" by Novartis. This means that Novartis will hold back or seek to recover incentive

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compensation where the payout has been proven to conflict with internal management standards, accounting procedures or a violation of law.


Balanced Rewards to Create Sustainable Value

        Shareholders expect their investment to deliver sustainable returns while at the same time ensuring that risks are appropriately managed.

        Novartis incentives underpin the long-term strategic planning that is essential to address the challenges of innovation and the long development and commercialization cycles that characterize our industry. Appropriate objective setting combined with proper incentive plan design allow our leaders and associates to focus on shaping the future, rather than simply reacting to change.

        We believe that incentivizing our associates encourages performance, loyalty and entrepreneurship, and creates sustainable value which is in the interest of Novartis and our shareholders.


Equity Ownership

        Investors want the leaders of companies in which they invest to act as owners. That alignment works best when Board members and key executives hold meaningful equity investments in their company.

        Accordingly, Novartis imposes share ownership guidelines on approximately 30 of our key executives.

        Key executives are required to own at least a certain multiple of their annual base compensation in Novartis shares or share options. The Chief Executive Officer is required to own Novartis equity worth five times, the other Executive Committee members three times, and other key executives one to two times (position specific) their respective base compensation within three years of hire or promotion. In the event of a substantial drop in the share price, the Board of Directors may, at its discretion, extend that time period.

        The Compensation Committee reviews compliance with the share ownership guidelines on an annual basis.


Compensation Elements

        Primary elements of our compensation system are:

Base compensation—a fixed annual salary

Variable compensation—rewards for individual and business performance

Benefits—including pension and healthcare benefits, as well as perquisites

LOGO

        In the summary table below, "short-term" is understood to be performance or equity holdings of less than 12 months and "long-term" more than 12 months.

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LOGO


Base Compensation

        Base compensation rewards associates for their key areas of responsibilities and reflects job characteristics, seniority, experience and skill sets. It is paid in cash, typically monthly, and is set according to local practice, designed to provide our associates with fixed compensation to ensure a reasonable standard of living relative to that offered by our peer companies.

        In general, base compensation is reviewed annually to ensure that competitive pay is maintained and undesired fluctuations are minimized.

        Base compensation also serves as the basis for determining the variable compensation.


Variable Compensation

        Variable compensation is determined by the nature of the business, role, level, local market practice, business performance and an associate's individual performance.

        Variable compensation is a combination of short-term and long-term incentives. Special emphasis is placed on long-term incentives to align the interests of our associates with those of shareholders. This emphasis on long-term incentives also reflects the crucial importance of innovation and the long product development and commercialization cycles that characterize our industry.

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        The table below provides an example of the components to assess performance and how these components are typically weighted.

LOGO

        Variable compensation may be granted in cash, shares, share units or share options, depending on the compensation plan. For purposes of the conversion of variable compensation into shares, share units or share options, the conversion values of a Novartis share and share option are the closing prices on the grant date, which for 2010 performance was January 19, 2011.


Short-Term Incentive Plans

        Awards under the short-term incentive plans are made each year, calculated by the following formula:

LOGO

        Under these plans, Novartis defines target incentive percentages of base compensation for each participating associate at the beginning of each performance period—traditionally the start of a calendar year. Target incentive percentages may reach up to 100% of base compensation.

        The business performance multiplier is based on the performance of the Group or business area and may range from 0 to 1.5.

        The individual performance multiplier is based on achievement of individually set performance objectives as well as meeting key behavioral standards (Novartis Values and Behaviors). It may range from 0 up to 1.5.

        In general, the business performance multiplier combined with the individual performance multiplier may not exceed 2. For exceptional performance, however, higher performance multipliers may apply. Such cases require the approval of the Chief Executive Officer and, for Executive Committee members and key executives, also the approval of the Compensation Committee.

        This broad range of target incentive percentages and multipliers allows for meaningful differentiation on a pay for performance basis.

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        Associates in certain countries and certain key executives world-wide are encouraged to receive their annual incentive awards fully or partially in Novartis shares instead of cash by participating in a leveraged share savings plan.

        Under leveraged share savings plans, Novartis matches investments in shares after a holding period. In general, no shares are matched under these plans if an associate leaves Novartis prior to expiration of the holding period for reasons other than retirement, disability or death.

        Novartis has three main leveraged share savings plans:

The Swiss Employee Share Ownership Plan (ESOP) is available in Switzerland to approximately 12,000 associates. Participants within this plan may choose to receive the incentive (i) 100% in shares, (ii) 50% in shares and 50% in cash or (iii) 100% in cash. After expiration of a three-year holding period of Novartis shares granted under the ESOP, each participant will receive one free matching share for every two Novartis shares granted. A total of 5,454 associates chose to receive shares under the ESOP for their performance in 2010.

In the United Kingdom, approximately 2,900 associates can invest up to 5% of their monthly salary in shares (up to a maximum of GBP 125) and also may be invited to invest all or part of their net incentive in shares. Two invested shares are matched with one share after a holding period of three years. During 2010, approximately 1,610 associates participated in this plan.

26 key executives worldwide were invited to participate in a Leveraged Share Savings Plan (LSSP) as part of compensation for performance in 2010. Their annual incentive was awarded in shares and blocked for five years. At the end of the investment period, Novartis matches the invested shares at a ratio of 1:1 (i.e., one share awarded for each invested share).

Associates may only participate in one of these plans in any given year.


Long-Term Incentive Plans

Equity Plan "Select"

        Each year, associates, including Executive Committee members, may be eligible for a grant under the Equity Plan "Select." The grant amount is determined on the basis of business and individual performance. No awards are granted for performance ratings below a certain threshold. Grants can be taken in the form of shares, share options, or a combination of both. In some jurisdictions Restricted Share Units (RSU) are granted rather than shares. In Switzerland, the participants in this plan can elect between shares or RSUs and share options, or a combination of both.

        Each share is entitled to voting rights and payment of dividends during the vesting period.

        Each RSU is equivalent in value to one Novartis share and is converted into one share at the vesting date. RSUs do not carry any dividend or voting rights.

        Each share option granted to associates entitles the holder to purchase one Novartis share at a stated exercise price that equals the closing market price of the underlying share at the grant date (January 19, 2011 for performance grants in 2010). If associates in North America choose to receive part or all of their grant under the Equity Plan "Select" in share options on American Depositary Shares (ADSs), the resulting number of share options is determined by dividing the respective incentive amount by a value that equals 95% of the value of the options on ADS as determined in accordance with International Financial Reporting Standards (IFRS). For associates in other countries, the divisor equals 90% of the IFRS value of options on shares.

        Share options are tradable, when vested, and expire on their tenth anniversary. Shares and tradable share options have a vesting period of two years in Switzerland and three years in other countries. As mentioned above, to further strengthen the relationships between our associates' long-term interests and

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those of the Group and our shareholders, the Compensation Committee decided to adjust the vesting period in Switzerland from two to three years as of 2011 performance onwards. If a participant leaves Novartis for reasons other than retirement, disability or death, unvested shares, RSUs and share options are forfeited, unless determined otherwise by the Compensation Committee (for example, in connection with a reorganization or divestment).

        The terms of the share options granted since 2007 are shown in the table below.


TERMS OF SHARE OPTIONS

Grant year
  Exercise price
(CHF/USD)
  Vesting (years)
(CH/other countries)
  Term
(years)
 

2011

    54.70/57.07     2/3     10  

2010

    55.85/53.70     2/3     10  

2009

    53.65/46.42     2/3     10  

2008

    64.05/57.96     2/3     10  

2007

    72.85/58.38     2/3     10  

        As of December 31, 2010, 94.7 million share options granted to associates were outstanding, covered by an equal number of shares and corresponding to 3.8% of the total number of outstanding Novartis shares (excluding treasury shares).

        A total of 10,796 participants received 0.9 million restricted shares, 5.4 million RSUs and 17.5 million share options under the Novartis Equity Plan "Select" for their performance in 2010, representing a participation rate of about 11% of all full-time equivalent associates worldwide.

        To further strengthen alignment of the interests of Executive Committee members with those of the Group and our shareholders, the Compensation Committee decided to decrease the target incentives for Executive Committee members under the Equity Plan "Select" for the performance year 2010 onwards and to increase the target incentives under the Long-Term Performance Plan for these executives. Approximately 5% of the total equity value awarded under the Equity Plan "Select" was granted to the Executive Committee members.

GRAPHIC

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Long-Term Performance Plan

        The Long-Term Performance Plan is an equity plan for key executives based on a three-year performance period.

        At the beginning of the performance period, plan participants are allocated RSUs, which may be converted into Novartis shares after the performance period.

        At the end of the performance period, the Compensation Committee adjusts the number of RSUs based on actual performance. The performance is measured by Group Economic Value Added (EVA), a formula to measure corporate profitability while taking into account the cost of capital. The performance target is the sum of three annual Group EVA targets. No incentive is awarded if actual Group EVA performance fails to meet a pre-determined threshold (or if the participant leaves Novartis during the performance period for reasons other than retirement, disability or death). For outstanding Group EVA performance, the adjustment can go up to 200% of the target incentive.

        At the Award date, RSUs are converted into unrestricted Novartis shares without a vesting period. In the United States, awards may also be delivered in cash under the Deferred Compensation Plan.

        As referred to above, to emphasize the alignment of our Executive Committee members' interests with those of the Group and our shareholders, the Compensation Committee decided to decrease the target incentives for Executive Committee members under the Equity Plan "Select" for the performance year 2010 onwards and to increase the target incentives under the Long-Term Performance Plan for these executives.

GRAPHIC

        On January 19, 2011, 117 key executives were awarded Novartis shares under the Novartis Long-Term Performance Plan, based on Group EVA achievement over the performance period 2008 to 2010.


LONG-TERM PERFORMANCE PLAN PARTICIPANTS HISTORY

Grant year =
Target setting
  Performance
period
  Award year =
Payout in shares
  Plan participants
(number of key
executives)
 

2011

    2011-2013     2014     127  

2010

    2010-2012     2013     131  

2009

    2009-2011     2012     132  

2008

    2008-2010     2011     117  

Special Share Awards

        Selected associates may exceptionally receive special awards of restricted or unrestricted shares or RSUs. These special awards are discretionary, providing flexibility to attract talent or to reward particular achievements or exceptional performance. They may also serve to retain key contributors.

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        Restricted special awards generally have a three to five-year vesting period. If an associate leaves Novartis for reasons other than retirement, disability or death, unvested shares or RSUs are generally forfeited. Worldwide 389 associates at different levels in the organization were awarded a total of 1.1 million shares or RSUs in 2010.


Objective Setting

        Compensation of Executive Committee members is highly linked to Group performance against performance objectives. Divisional performance objectives include the following key metrics:

LOGO

        These metrics are designed to appropriately balance short-term and long-term objectives. On the one hand, objectives are set at ambitious levels each year to motivate a high degree of business performance with emphasis on longer-term financial objectives. On the other hand, they are also designed to avoid inappropriate or excessive risk.


Source of Awarded Shares

        Novartis uses shares repurchased in the market to fulfill obligations to deliver shares as required by the variable compensation plans and special share awards.

        Novartis does not have any approved conditional capital to obtain shares for delivery of our share awards.


Benefits

        The primary purpose of pension and healthcare plans is to establish a level of security for associates and their dependents in respect of age, health, disability and death. The level of pension and healthcare benefits provided to associates is country-specific and is influenced by local market practice and regulations, and is reviewed regularly.

        The Group has a policy to change from defined benefit pension plans (DB) to defined contribution pension plans (DC). Implementation of this policy is well underway. The shift to a defined contribution plan for the Swiss pension fund, the Group's largest, took effect on January 1, 2011.

        Novartis may provide other benefits in a specific country according to local market practice and regulations, including long-service awards and perquisites. Associates who have been transferred on an international assignment can also receive benefits in line with the Novartis policies.


Risk Management

        Our compensation system encourages entrepreneurship but does not reward inappropriate or excessive risk taking and short-term profit maximization at the expense of the long-term health of Novartis. The following characteristics of our compensation system foster a culture of entrepreneurial risk management:

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COMPENSATION GOVERNANCE

Legal Framework

        The Swiss Code of Obligations as well as the Corporate Governance Guidelines of the SIX Swiss Exchange require listed companies to disclose certain information about the compensation of Board members and the Executive Committee members, their equity participation in the Group as well as loans made to them. This Compensation Report fulfills that requirement. In addition, our Compensation Report is in line with the principles of the Swiss Code of Best Practice for Corporate Governance of the Swiss Business Federation (economiesuisse).


Decision-Making Authorities

        Authorities for decisions related to compensation are governed by the Articles of Incorporation, the Board Regulations and the Compensation Committee Charter, which are published on the Novartis website: www.novartis.com/corporate-governance.

        The Compensation Committee serves as the supervisory and governing body for compensation policies and plans within Novartis. It reviews and proposes compensation policies and plans for approval by the Board of Directors. The Compensation Committee also reviews and approves the employment contracts and the individual compensation for selected key executives, including the Executive Committee members.

        The Compensation Committee is composed exclusively of Board members, who meet the independence criteria set forth in our Board Regulations. Currently, the Compensation Committee has the following five members: Marjorie M.T. Yang (chair), William Brody, Srikant Datar, Ulrich Lehner and Hans-Joerg Rudloff. In 2010, the Compensation Committee held four meetings. The meetings held in

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January 2010 had the primary purpose of reviewing the performance of the businesses and the respective management teams and determining compensation for the Executive Committee members.

        All compensation plans and levels are reviewed regularly based on publicly available data as well as on analyses by independent compensation research companies and external compensation advisors. Trends and developments in the field of compensation and corporate governance are carefully analyzed, reviewed and discussed on an ongoing basis with outside experts and advisors. The authorization levels are shown below:


Compensation Authorization Levels

Decision on
  Recommendation   Authority
Compensation of Board members   Compensation Committee   Board of Directors

Compensation of the Chief Executive Officer

 

Chairman of the Board

 

Compensation Committee

Compensation of the other Executive Committee members and other selected key executives

 

Chief Executive Officer

 

Compensation Committee

Annual incentive plans and Equity Plan "Select"

 

Chief Executive Officer

 

Compensation Committee

Long-Term Performance Plan

 

Chief Executive Officer

 

Compensation Committee

Special Share Awards

 

Chairman of the Board or Chief Executive Officer

 

Compensation Committee


Compensation Committee Advisor

        The Compensation Committee currently uses Pearl Meyer & Partners LLC as its independent external compensation advisor. The advisor is independent from management and does not perform any other consulting work for Novartis. The key task of the advisor is to assist the Compensation Committee in ensuring that the Novartis compensation policies and plans are competitive, correspond to market practice and are in line with our compensation principles.

        The Compensation Committee enters into a consulting agreement with its independent advisor on an annual basis. In determining whether or not to renew the engagement with the advisor, the Compensation Committee evaluates the quality of the consulting service and annually assesses the projected scope of work for the coming year.

        Based on the appraisal for 2010, the Compensation Committee determined that the advisor is free of any relationships that would impair professional judgment and advice to the Compensation Committee.


COMPENSATION 2010

Board of Directors

Chairman

        In January 2010, the Board of Directors accepted the proposal of Daniel Vasella, M.D., to complete the succession process and hand over his responsibilities as Chief Executive Officer of Novartis to Joseph Jimenez, effective February 1, 2010. Dr. Vasella had served as Chief Executive Officer for 14 years and as

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Chairman of the Board of Directors for 11 years. Dr. Vasella continues in his role as Chairman of the Board of Directors, concentrating on strategic priorities.

        Under a new contract, the Chairman receives fixed annual compensation. One third is paid out in monthly cash installments; the remaining two thirds are in the form of unrestricted Novartis shares which are granted to him each year. He no longer may participate in any of the variable compensation plans described above.

        Following his term as Chairman, Dr. Vasella agreed to continue to make available his know-how to Novartis and to refrain from activities that compete with any business of Novartis for a multi-year period. Dr. Vasella will receive fair market compensation in return for his services and for complying with the restriction not to compete.

        In addition, the contract provided for additional retirement benefits through a one-time payment of CHF 12 million in the form of an insurance policy.


Other Board Members

        The other Board members receive an annual Board membership fee and additional fees for committee chairmanships, committee memberships and other functions to reflect their increased responsibilities and engagements. Board members do not receive additional fees for attending meetings.

        Board members do not receive variable compensation, underscoring their focus on the long-term corporate strategy and their supervisory role. The Board of Directors determines the compensation of the other Board members each year, based on a proposal by the Compensation Committee.

        The fee rates for the other Board members are the following:


Other Board Member Annual Fee Rates

 
  Annual fee
(CHF)
 

Board membership

    350,000  

Vice Chairman

    50,000  

Chairman's Committee membership

    150,000  

Audit and Compliance Committee membership

    100,000  

Risk Committee membership

    50,000  

Compensation Committee membership

    50,000  

Corporate Governance and Nomination Committee membership

    50,000  

Delegated board membership(1)

    125,000  

(1)
The Board of Directors has delegated Rolf M. Zinkernagel to the Scientific Advisory Board of the Novartis Institute for Tropical Diseases (NITD). The Board of Directors has delegated both, Rolf M. Zinkernagel and William Brody to the Board of Directors of the Genomics Institute of the Novartis Research Foundation (GNF).

        The other Board members can choose to receive their fees in cash, shares or a combination of both. Board members do not receive share options.

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Board Member Compensation in 2010(1)

 
  Board membership   Vice Chairman   Chairman's Committee   Audit and Compliance Committee   Risk Committee   Compen-sation Committee   Corporate Governance and Nomination Committee   Delegated board membership   Annual cash compensation (CHF)   Shares (number)   Other
(CHF)(2)
  Total
(CHF)(3)
 

Daniel Vasella

    Chair           Chair     (4)   (4)   (4)   (4)         3,666,674     131,304     189,260     7,950,791 (5)

Ulrich Lehner

                            Chair           1,110,000         59,034     1,169,034  

Hans-Joerg Rudloff

                                        750,000         37,666     787,666  

William Brody(6)

                                              375,000     2,686         525,013  

Srikant Datar

                    Chair                         459,688     1,797         560,050  

Ann Fudge

                                                250,000     2,686         400,013  

Alexandre F. Jetzer-Chung(7)

                                                  350,000         17,722     367,722  

Pierre Landolt(8)

                                                106,000     5,265     22,604     422,654  

Andreas von Planta

                        Chair                     453,000     1,916     28,344     561,307  

Wendelin Wiedeking

                                              150,875     6,252     26,593     526,642  

Marjorie M.T. Yang

                                Chair                 410,000         23,133     433,133  

Rolf M. Zinkernagel(9)

                                              650,000         33,677     683,677  

Total

                                                    8,731,237     151,906     438,033     14,387,702  

(1)
Does not include reimbursement for travel and other necessary business expenses incurred in the performance of their services as these are not compensation. All shares were granted as per January 19, 2010 against the prevailing share price of CHF 55.85.

(2)
Pension and social security costs due by the individual and paid by the company.

(3)
A Board member who is tax resident in Switzerland can voluntarily choose to block the shares. In 2010, Daniel Vasella blocked his shares for ten years and Andreas von Planta for five years. The value of the shares reflected in this table has been calculated using the valuation methodology described on page 201.

(4)
Daniel Vasella attended the meetings of this Committee as a guest from February 1, 2010.

(5)
Does not include Board member compensation received from Alcon, Inc.

(6)
The Board of Directors has delegated William Brody to the Board of Directors of the Genomics Institute of the Novartis Research Foundation (GNF).

(7)
In addition, Alexandre F. Jetzer-Chung was paid CHF 380,004 for consulting services.

(8)
According to Pierre Landolt, the Sandoz Family Foundation is the economic beneficiary of the compensation.

(9)
The Board of Directors has delegated Rolf M. Zinkernagel to the Scientific Advisory Board of the Novartis Institute for Tropical Diseases (NITD) and to the Board of Directors of the Genomics Institute of the Novartis Research Foundation (GNF).

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Executive Committee Members

Process for Performance Appraisal and Compensation Setting for the Chief Executive Officer

        At the beginning of a business year, the Chairman meets with the Chief Executive Officer to discuss and set his objectives for the coming year. The Board of Directors reviews and approves these objectives, ensuring that they are in line with the Group's goals of fostering sustainable performance, balancing short- and long-term goals, and does not reward inappropriate or excessive risk taking at the expense of the long-term health of the Group.

        At the end of a business year, the Chief Executive Officer prepares and presents to the Chairman and the Board of Directors a self-appraisal assessing actual results against the previously agreed objectives, taking into account the audited financial results as well as Novartis Values and Behaviors. The Board of Directors discusses the self-appraisal without the Chief Executive Officer being present. It evaluates the extent to which targeted objectives have been achieved and, to the extent possible, compares these results with peer industry companies, taking into account general financial criteria and industry developments. The Board of Directors shares its appraisal with the Chief Executive Officer afterwards. Based on this appraisal, the Compensation Committee decides upon the Chief Executive Officer's total compensation and the target compensation for the coming year. The Compensation Committee takes into account all relevant factors, including available benchmark information and the advice of the Compensation Committee advisor.


Process for Performance Appraisal and Compensation Setting for the other Executive Committee Members

        In January, the Board of Directors meets with the Chief Executive Officer to review and discuss the performance of the other Executive Committee members for the previous year, taking into account the audited financial results, the level of achievement of financial and non-financial objectives as well as Novartis Values and Behaviors.

        In a separate session, the Compensation Committee decides, in the presence of the Chief Executive Officer and based on his recommendations, on the variable compensation for the other Executive Committee members and other selected key executives for the previous year. At the same meeting, the Compensation Committee decides on the target compensation for these executives for the coming year.

        In addition to the full year, the mid-year performance of the other Executive Committee members is reviewed in August. At the same time, the Board of Directors also carries out a mid-year review of the performance of the individual businesses.


Challenging Performance Objectives

        Compensation of Executive Committee members is highly linked to business performance against performance objectives. The metrics of performance objectives, including net sales, operating income, market share, Group Economic Value Added (EVA) or innovation, are designed to appropriately balance short-term and long-term objectives. On the one hand, objectives are set at ambitious levels each year to motivate a high degree of business performance with emphasis on longer term financial objectives. On the other hand, they are also designed to avoid inappropriate or excessive risk.

        Novartis does not disclose specific objectives—or their weightings—because it would signal areas of strategic focus and impair the Group's ability to leverage these areas for competitive advantage. For example, disclosure of our cash flow objectives would provide insight into timing of large capital investments or acquisitions. In addition, knowledge of the objectives could be used by competitors to target the recruitment of key executives from Novartis. Disclosing specific objectives and metrics would also give our competitors insight into key market dynamics and areas that could be used against Novartis competitively by industry consultants or competitors targeting existing customers.

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Objectives for Variable Compensation of the Chief Executive Officer

        The financial criteria for short-term performance appraisal typically include growth objectives for net sales, operating income, net income and earnings per share. For long-term performance appraisal, the financial criterion is Group Economic Value Added (EVA).

        Non-financial objectives typically include successful acquisitions, disposals and licensing transactions; Research and Development performance; product launches; successful implementation of growth or cost containment initiatives; process improvements; the successful launch or closures of sites or operations; or leadership and people management.


Performance in 2010

        At its meeting on January 18, 2011, the Compensation Committee decided on the amounts of variable compensation for 2010 for the Executive Committee members by applying the principles described above. The specific compensation decisions made for the Chief Executive Officer and the Executive Committee members reflect their achievements against the financial and non-financial performance objectives established for each of them at the beginning of the year.

        The achievements were assessed from both a quantitative and a qualitative perspective, with the Compensation Committee using its judgment in concert with a review of metrics. This is in line with Novartis best practice in assessing a senior executive's performance.

        The Compensation Committee recognized the following key accomplishments:

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Compensation for Performance in 2010

        The compensation table on the following page discloses the compensation granted to the Executive Committee members for performance in 2010. The following paragraphs describe the principles underlying the data in the table.

        Alignment of Reporting and Performance.    The compensation table synchronizes the reporting of annual compensation with the performance in the given year, i.e., all amounts awarded for performance in 2010, including the future ESOP/LSSP match, are disclosed in full.

        Disclosure Structure.    The compensation table shows the compensation granted to each Executive Committee member for performance in 2010 for all compensation elements—base compensation, variable compensation and benefits—as described above.

        The column "Future ESOP/LSSP match" reflects shares to be awarded in the future if the Executive Committee member remains with Novartis for at least three or five years, respectively. The Executive Committee members were invited to invest their annual incentive awards for 2010 in the leveraged share saving plans—either the three-year Swiss Employee Share Ownership Plan (ESOP) or the five-year Leveraged Share Savings Plan (LSSP)—to further align their interests with those of our shareholders. Under the plan rules, participants will receive additional shares ("matching shares") after the expiration of either the three- or five-year vesting period. Under the three-year ESOP, for every two shares invested, the participant receives one matching share. Under the five-year LSSP, each share invested entitles the participant to receive one matching share. If a participant leaves Novartis prior to the expiration of the vesting period, in general, no matching shares are awarded.

        Valuation Principles.    Shares, RSUs and share options under the variable compensation plans are generally granted with a vesting(1) period. In addition, associates in Switzerland, including the Executive Committee members, may block(2) shares received under any variable compensation plan for up to 10 years.


(1)
Vesting refers to the waiting period under a share-based incentive plan that must expire before the associate becomes irrevocably entitled to the shares, RSUs or share options involved. The associate cannot sell or exercise unvested share, RSUs or share options. If an associate leaves Novartis prior to the expiration of the vesting period for reasons other than retirement, disability or death, the associate will generally forfeit rights to such shares, RSUs or share options.

(2)
Blocking refers to the ability of associates in Switzerland to opt for an extended trading restriction period of up to 10 years from the award date (including vesting). Novartis encourages associates to block their shares because doing so aligns the associates' interests with those of shareholders.

        The Compensation Committee believes that such restrictions affect the value of the shares, RSUs and share options.

        The Swiss Federal Tax Administration, in its "Kreisschreiben Nr. 5", provides for a methodology pursuant to which unvested or blocked shares or share options shall be valued with a discount for each year they are unvested or blocked. In addition, for the valuation of share options, the Swiss Tax Authorities apply—in a standing practice for Novartis (since 1997)—an option valuation model based on Black-Scholes.

        In the Compensation Committee's view, this is the appropriate methodology to report the economic value of shares, RSUs and share options for executive compensation under Swiss law because, unlike IFRS, it takes into account the trading restrictions due to vesting and blocking. The application of this methodology to determine the value of the shares, RSUs and share options granted for the year 2010 is explained in footnote 9 to the Executive Committee Member Compensation table below and applies to all Executive Committee members.

        See "Item 18. Financial Statements—note 27" for information on Executive Officer and Director compensation as calculated under IFRS.

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Executive Committee Member Compensation for Performance in 2010(1)

 
   
  Base
compensation
  Variable compensation   Benefits   Total    
  Total
compensation
 
 
   
   
  Short-term incentive
plans
   
   
   
   
   
   
   
   
   
 
 
   
   
  Long-term incentive plans    
   
   
   
   
   
 
 
   
   
   
   
   
   
  Future
ESOP/
LSSP
match(10)
  Including
future ESOP/
LSSP
match(11),(12)
 
 
   
   
   
   
  Equity Plan "Select"   Long-Term
Performance
Plan
  Special
share
awards
  Pension
benefits
  Other
benefits
   
 
 
  Currency   Cash
(Amount)
  Cash
(Amount)
  Shares
(Number)(2)
  Shares
(Number)(3)
  Options
(Number)(4)
  Shares
(Number)(5)
  Shares
(Number)(6)
  (Amount)(7)   (Amount)(8)   (Amount)(9)   Shares
(Number)
  (Amount)  

Joseph Jimenez

                                                                             

(Chief Executive Officer

                                                                             

since February 1, 2010)

  CHF     1,458,334     590,000     16,180     124,552         37,088         166,162     92,287     11,060,421     16,180     11,721,780  

Juergen

                                                                             

Brokatzky-Geiger

  CHF     678,338         12,432     24,863         11,435         146,470     11,965     2,729,841     12,432     3,109,563  

David Epstein

                                                                             

(since February 1, 2010)(13)

  USD     779,167     358,359     7,944     38,646         17,031         184,984     85,309     4,570,330     7,944     4,909,104  

Mark C. Fishman

  USD     968,000     14,036     16,716     67,847         31,006         256,555     122,518     7,094,527     16,716     7,807,400  

Jeff George

                                                                             

(since February 1, 2010)(13)

  CHF     595,833     589,783         10,782     129,613     4,913     9,167     62,006     47,226     2,574,092         2,574,092  

George Gunn

                                                                             

(since February 1, 2010)(13)

  CHF     756,250     862,217         27,364         13,840         98,780     14,529     3,820,992         3,820,992  

Andrin Oswald

                                                                             

(since February 1, 2010)(13)

  CHF     595,833     577,317         21,105         6,488     9,167     65,063     27,818     2,635,810         2,635,810  

Jonathan Symonds

                                                                             

(since February 1, 2010)(13)

  CHF     770,000         14,022     29,159         6,772         125,650         2,937,515     14,022     3,510,676  

Thomas Werlen

  CHF     725,008         10,010     10,010     120,330     13,718         122,617     22,366     2,442,364     10,010     2,670,839  

Total(14)

  CHF     7,397,668     3,006,825     77,304     354,328     249,943     142,291     18,334     1,246,206     432,452     40,339,284     77,304     43,276,326  

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(1)
Does not include reimbursement for travel and other necessary business expenses incurred in the performance of their services as these are not considered compensation.

(2)
Participants elected to invest some or all of the value of their incentive in the five-year Leveraged Share Savings Plan (LSSP) or the three-year Swiss Employee Share Ownership Plan (ESOP; if eligible) rather than to receive cash.

(3)
Juergen Brokatzky-Geiger, Andrin Oswald and Thomas Werlen have voluntarily blocked these shares for ten years, Jonathan Symonds for five years. These blocking periods include the two year vesting period.

(4)
Novartis share options granted under the Novartis Equity Plan "Select" are tradeable. Share options granted outside North America will expire on January 19, 2021, have a two-year vesting period in Switzerland (three years in other countries) and have an exercise price of CHF 54.70 per share (the closing price of Novartis shares on the grant date of January 19, 2011). Share options on ADSs granted to participants in North America will expire on January 19, 2021, have a three-year vesting period and an exercise price of USD 57.07 per ADS (the closing price of Novartis ADSs on the grant date of January 19, 2011).

(5)
Awarded based on the achievement of Group Economic Value Added (EVA) objectives over the performance period ended December 31, 2010. Jonathan Symonds has voluntarily blocked these shares for five years.

(6)
Consists of a special award of RSUs to Jeff George and to Andrin Oswald, both awarded on September 1, 2010, against the closing share price of that day of CHF 54.05. These awarded RSUs have a five-year vesting period.

(7)
Service costs of pension and post-retirement healthcare benefits accumulated in 2010, and employer contributions to defined contribution pension plans in 2010.

(8)
Includes perquisites and other compensation paid during 2010. Does not include cost allowances and tax-equalization payments regarding the international assignment of David Epstein, Jeff George and Andrin Oswald.

(9)
Values of shares and RSUs granted are discounted by 6% per year depending on the length of the combined vesting and blocking period. For example, the value of a share award subject to a two-year vesting/blocking period calculated in accordance with the methodology described in the Kreisschreiben Nr. 5 equals 89% of its market value at the grant date. The value of a share award with a combined vesting/blocking period of ten years equals 55.839% of its market value at the grant date. The closing share price on the grant date January 19, 2011 was CHF 54.70 per Novartis share and $57.07 per ADS. The values of share options granted are reported based on the valuation principles contained in a tax ruling from the Swiss tax authorities, reflecting the principles as disclosed in the aforementioned Kreisschreiben Nr. 5. According to this methodology, tradable share options under the Equity Plan "Select" with a vesting period of two years have a value of CHF 0.89 per option at grant.

(10)
Reflects shares to be awarded in the future under the share saving plans, either the three-year Swiss Employee Share Ownership Plan (ESOP) or the five-year Leveraged Share Savings Plan (LSSP). Participants will receive additional shares ("matching shares") after the expiration of either the three- or five-year vesting period. If a participant leaves prior to the expiration of the vesting period, in general no matching shares are awarded. Thomas Werlen has voluntarily blocked these LSSP matching share units for 15 years (including the five-year vesting period). Juergen Brokatzky-Geiger has voluntarily blocked these LSSP matching share units for ten years (including the five-year vesting period).

(11)
The values of shares, RSUs and share options reflected in this column have been calculated using the valuation methodology described in footnote 9. Regarding the valuation of matching shares (please see footnote 10) the following applies: if an Executive Committee member has chosen to block the shares to be received in the future under the five-year Leveraged Share Savings Plan for an additional 10 years, leading to a combined vesting/blocking period of 15 years, then the value of the matching shares reflected in the table will be 41.727% of the share price on the grant date. The closing share price on the grant date January 19, 2011 was CHF 54.70 per Novartis share and USD 57.07 per ADS.

(12)
All amounts are gross amounts (i.e., before deduction of social security and income tax due by the executives). The employer's share of social security contributions is not included.

(13)
The base compensation and pension benefits in the table reflect the compensation over the period from February 1, 2010 to December 31, 2010. The granted variable compensation and other benefits reflect the compensation that is attributable to the period as an Executive Committee member. This means that for these compensation components 11/12 of the annual compensation is disclosed.

(14)
Amounts in $ for David Epstein and Mark C. Fishman were converted at a rate of CHF 1.00 = $0.961, which is the same average exchange rate used in the Group's consolidated financial statements.

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        As shown in the table below, most of executive compensation is variable and awarded in the form of restricted equity. This ensures alignment with the interests of Novartis and its shareholders.


Executive Committee Member Compensation Mix in 2010—Cash and Share-Based Compensation

 
  Cash(1)   Share-based
compensation(2)
 

Joseph Jimenez

    18.5 %   81.5 %

Juergen Brokatzky-Geiger

    23.3 %   76.7 %

David Epstein

    25.9 %   74.1 %

Mark C. Fishman

    14.6 %   85.4 %

Jeff George

    49.1 %   50.9 %

George Gunn

    43.9 %   56.1 %

Andrin Oswald

    46.7 %   53.3 %

Jonathan Symonds

    22.7 %   77.2 %

Thomas Werlen

    29.3 %   70.7 %
           

Total

    25.8 %   74.2 %
           

(1)
Cash includes all benefits except pension benefits.

(2)
Shares, RSUs and share options, including future ESOP/LSSP match.

        The variable compensation for performance in 2010 awarded to the Executive Committee members amounted to between 314% and 686% of the base compensation.

        In 2010, the Executive Committee members earned 17.1% as base compensation, 79.0% as variable compensation, and 3.9% as benefits.


2010 Executive Committee Compensation Elements

LOGO

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Executive Committee Compensation History

 
  Executive
Committee
members
  Total
compensation
(CHF)
 

2010

    9 (1)   43,276,326  

2009

    9     59,952,704  

2008

    10 (2)   55,017,871  

2007(3)

    11 (4)   55,812,695  

2006

    8     60,988,500  

2005

    7     51,771,841  

2004

    6     46,190,589  

(1)
Does not include the five Executive Committee members who stepped down during 2010. For details on these members see "Compensation 2010—Compensation of the Executive Committee Members—Compensation for Executive Committee Members who stepped down during 2010".

(2)
Includes Thomas Ebeling who served on the Executive Committee until December 1, 2008.

(3)
Since 2007, disclosed compensation includes all amounts awarded for performance in the given year, i.e., the reporting of the annual compensation is synchronised with the performance in that specific year.

(4)
Includes Paul Choffat who retired May 11, 2007 and Urs Baerlocher who retired August 31, 2007.


Executive Committee Compensation History in Relation to Net Income

LOGO


Compensation for Executive Committee Members who Stepped down during 2010

        In January 2010, the Board of Directors accepted the proposal of Daniel Vasella, M.D., to complete the succession process and hand over his responsibilities as Chief Executive Officer of Novartis to Joseph Jimenez, effective February 1, 2010. Dr. Vasella had served as Chief Executive Officer for 14 years and as Chairman of the Board of Directors for 11 years. Dr. Vasella continues in his role as Chairman of the Board of Directors, concentrating on strategic priorities.

        Raymund Breu stepped down from the Executive Committee as of February 1, 2010. He retired on March 31, 2010, having reached the mandatory retirement age.

        With effect from February 1, 2010, Novartis simplified its leadership structure and reduced the size of the Executive Committee from 12 to 9 members. Joerg Reinhardt, Andreas Rummelt and Thomas Wellauer stepped down from the Executive Committee and decided to pursue their careers outside of Novartis.

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Compensation for Executive Committee Members who Stepped down during 2010

 
  Total
compensation
(CHF)(1)
 

Daniel Vasella(2)

    14,179,305  

Raymund Breu(3)

    2,370,073  

Joerg Reinhardt(4)

    3,524,149  

Andreas Rummelt(5)

    1,738,299  

Thomas Wellauer(6)

    2,593,081  
       

Total

    24,404,907  
       

(1)
Compensation has been calculated using the valuation methodology described under "—Compensation 2010—Compensation for Performance in 2010—Valuation Principles".

(2)
Compensation relates to the period until January 31, 2010 during which Daniel Vasella served in his role as Chairman and Chief Executive Officer. Includes shares to be awarded in the future under the Leveraged Shares Savings Plan (LSSP). Includes a one-time payment of CHF 12 million in the form of an insurance policy and the conclusion of his residual statutory and contractual employment entitlements.

(3)
Compensation relates to the period until January 31, 2010 when Raymund Breu stepped down from the Executive Committee. Includes a special award in recognition of his contributions to Novartis.

(4)
Compensation relates to the period until Joerg Reinhardt left Novartis.

(5)
Compensation relates to the period until Andreas Rummelt left Novartis. Includes a special award in recognition of his contribution to the A (H1N1) project.

(6)
Compensation relates to the period until Thomas Wellauer left Novartis. Includes a special award in recognition of his contributions to the procurement savings project. Also includes a special contribution to his pension fund.


Total Compensation to Executive Committee Members in 2010

        The aggregate amount of compensation awarded to all Executive Committee members in 2010 (incl. compensation awarded to Executive Committee members who stepped down during 2010) is CHF 67,681,233.


Total Compensation to Executive Committee Members in 2010

 
  Total
compensation
(CHF)
 

Executive Committee member compensation for performance in 2010

    43,276,326  

Compensation for Executive Committee members who stepped down during 2010

    24,404,907  
       

Total

    67,681,233  
       


SHARE OWNERSHIP

Ownership Guidelines

        Investors want the leaders of the companies they invest in to act like owners. In the Board of Directors' view, that alignment works best when Board members and key executives have meaningful portions of their personal holdings invested in the equity of their company. This is why Novartis sets share ownership guidelines for Board members and approximately 30 of the key executives of the Group.

        Board members are required to own at least 5,000 Novartis shares within three years after joining the Board of Directors.

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        Key executives are required to own at least a certain multiple of their annual base salary in Novartis shares or share options. The Chief Executive Officer is required to own Novartis equity worth five times, the other Executive Committee members three times, and other key executives one to two times (position specific) their respective base compensation within three years of hire or promotion. In the event of a substantial drop in the share price, the Board of Directors may, at its discretion, extend that time period.

        The Compensation Committee reviews compliance with the share ownership guideline on an annual basis.

        Novartis equity counting against the share ownership requirement includes vested and unvested shares or ADSs acquired under the Novartis compensation plans, as well as RSUs thereof, with the exception of unvested matching RSUs from leveraged share savings plans and unvested RSUs from the Long-Term Performance Plan. In addition, it includes other shares as well as vested options on Novartis shares or ADSs that are owned directly or indirectly by "persons closely linked"(1) to the Board member or key executive.


(1)
"Persons closely linked" are (i) their spouse, (ii) their children below age 18, (iii) any legal entities that they own or otherwise control, and (iv) any legal or natural person who is acting as their fiduciary.


Shares and Share Options owned by Board Members

        The total number of vested and unvested Novartis shares and share options owned by Board members and "persons closely linked"(1) to them as of January 19, 2011, is shown in the following tables.

        As of January 19, 2011, none of the Board members together with "persons closely linked"(1) to them owned 1% or more of the outstanding shares of Novartis, either directly or through share options.

        As of December 31, 2010, all Board members who have served at least three years on the Board of Directors complied with the share ownership guidelines.


Shares Owned by Board Members

 
  Number of
shares(1)
 

Daniel Vasella

    3,288,608  

Ulrich Lehner

    22,193  

Hans-Joerg Rudloff

    40,080  

William Brody

    5,133  

Srikant Datar

    17,342  

Ann Fudge

    6,008  

Alexandre F. Jetzer-Chung

    80,800  

Pierre Landolt(2)

    35,061  

Andreas von Planta

    109,580  

Wendelin Wiedeking

    34,182  

Marjorie M.T. Yang

    18,000  

Rolf M. Zinkernagel

    22,800  
       

Total

    3,679,787  
       

(1)
Includes holdings of "persons closely linked" to Board members (see definition on page 207).

(2)
According to Pierre Landolt, the Sandoz Family Foundation is the economic beneficiary of all shares.

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Share Options owned by Board Members

 
  Number of
share
options(1)
 

Daniel Vasella

    3,565,366  

Ulrich Lehner

     

Hans-Joerg Rudloff

    24,570  

William Brody

     

Srikant Datar

     

Ann Fudge

     

Alexandre F. Jetzer-Chung

    9,214  

Pierre Landolt(2)

    6,911  

Andreas von Planta

     

Wendelin Wiedeking

     

Marjorie M.T. Yang

     

Rolf M. Zinkernagel

    15,357  
       

Total

    3,621,418  
       

(1)
Includes holdings of "persons closely linked" to Board members (see definition on page 207). The last year in which Novartis granted share options to non-executive Board members was in 2002. In 2002, Novartis granted 79,087 share options to non-executive Board members at an exercise price of CHF 62 and a term of nine years.

(2)
According to Pierre Landolt, the Sandoz Family Foundation is the economic beneficiary of all share options.


Shares and Share Options owned by the Executive Committee Members

        The following tables show the total number of vested and unvested Novartis shares (including share units but excluding unvested matching share units from leveraged share savings plans and unvested target units from the Long-Term Performance Plan) and the total number of share options owned by the Executive Committee members as of January 19, 2011.

        As of January 19, 2011, no member of the Executive Committee together with "persons closely linked" to them (see definition on page 207) owned 1% or more of the outstanding shares of Novartis, either directly or through share options.

        As of December 31, 2010, all Executive Committee members who have served at least three years on the Executive Committee have met or exceeded their personal Novartis ownership requirements.


Shares owned by Executive Committee Members

 
  Number of
shares(1)
 

Joseph Jimenez

    298,366  

Juergen Brokatzky-Geiger

    199,600  

David Epstein

    245,201  

Mark C. Fishman

    385,921  

Jeff George

    47,613  

George Gunn

    210,932  

Andrin Oswald

    90,347  

Jonathan Symonds

    79,548  

Thomas Werlen

    109,797  
       

Total

    1,667,325  
       

(1)
Includes holdings of "persons closely linked" to Executive Committee members (see definition on page 207).

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Share Options owned by Executive Committee Members

 
  Number of share options(1)
 
  2011   2010   2009   2008   2007   Other   Total

Joseph Jimenez

      552,076   157,266       709,342

Juergen Brokatzky-Geiger

      75,705   109,016   55,130   91,306   331,157

David Epstein

            590,229   590,229

Mark C. Fishman

        184,870   142,724   523,215   850,809

Jeff George

  141,396           114,979   256,375

George Gunn

            94,371   94,371

Andrin Oswald

            5,633   5,633

Jonathan Symonds

            54,348   54,348

Thomas Werlen

  120,330   171,196   175,912       141,215   608,653
                             

Total

  261,726   171,196   803,693   451,152   197,854   1,615,296   3,500,917
                             

(1)
Share options disclosed for a specific year were granted in that year under the Novartis Equity Plan "Select." The column "Other" refers to share options granted in 2006 or earlier, to share options granted to these executives while they were not Executive Committee members, and to share options bought on the market by the Executive Committee members or "persons closely linked" to them (see definition on page 207).


LOANS AND OTHER PAYMENTS

Loans to Board Members or Executive Committee Members

        No loans were granted to current or former Board members or Executive Committee members during 2010. No such loans were outstanding as of December 31, 2010.


Other payments to Board Members or Executive Committee Members

        During 2010, no payments (or waivers of claims) other than those set out in the Board Members Compensation table, in the Executive Committee Member Compensation table and in the table of compensation for Executive Committee members who stepped down during 2010 were made to current Board members or Executive Committee members or to "persons closely linked" to them (see definition on page 207).


Payments to former Board Members or Executive Committee Members

        During 2010, no payments (or waivers of claims) were made to former Board members or Executive Committee members or to "persons closely linked" to them (see definition on page 207), except for an amount of CHF 62,298 that was paid to the Honorary Chairman.

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Item 6.C    Board Practices


INTRODUCTION

        The corporate governance framework of Novartis reflects a system of checks and balances between the powers of the shareholders, the Board of Directors and the management with the goal to safeguard the interests of Novartis and its shareholders while creating sustainable value.

        Since the creation of Novartis in 1996, the Board of Directors has continuously improved the corporate governance framework of Novartis by proactively implementing emerging best corporate governance standards long before these were embedded in the Swiss Code of Best Practice for Corporate Governance ("the Swiss Code") or in the law.

        In 1999, Novartis established the new position of Lead Director as a check and balance following the election of Chief Executive Officer Daniel Vasella, M.D., to the additional post of Chairman. Moreover, three new Board committees—the Compensation Committee, the Audit and Compliance Committee and the Corporate Governance and Nomination Committee—were created, composed exclusively of independent Board members.

        In 2002, five years before legislation came into force in 2007, requiring companies to disclose the total compensation of their executive management group as well as the highest compensation attributed to a member of the executive management, Novartis had already implemented even more rigorous disclosure standards by reporting the individual annual compensation of all members of the Executive Committee.

        In 2004, two years earlier than required for non-US corporations, Novartis complied with the challenging certification requirements under the US Sarbanes-Oxley Act, in particular Section 404 of this Act.

        In 2009, the Board of Directors established a new Risk Committee that oversees the Group's enterprise risk management, strengthening the Board of Directors' supervisory function over management in this critical area. While fostering a culture of risk-adjusted decision making, the Risk Committee ensures that reasonable risk-taking and innovation are not constrained.

        In 2010, the Chairman and CEO functions were separated. In addition several emerging best corporate governance standards were proactively implemented, including the introduction of a "say-on-pay" shareholder vote, making changes to our executive compensation system to further strengthen the alignment of incentives with the long-term success of Novartis and a number of new disclosures, including on qualifications of Board members.

        Novartis evaluates emerging best governance standards and adopts those that are found to be appropriate for Novartis. These standards are then tailored to Novartis, its business, management, stakeholders and shareholders with a view to create a corporate governance regime that supports the creation of sustainable value. This cannot be achieved by implementing corporate governance standards "as is" ("one size fits all approach").

        There are encouraging signs that the dangers of this "one size fits all approach" to corporate governance are now being acknowledged not only by the issuers but also by investors and regulators. In 2010 several prominent UK pension funds publicly criticized the new rule in the revised UK Corporate Governance Code recommending annual re-election of company directors. The pension funds criticized the new rule as unnecessary and damaging to the interests of companies and shareholders since the rule would lead to a short-term culture with the risk of effective boards being distracted by short-term voting outcomes rather than allowing for long-term, constructive relationships of investors with the companies in which they invest. Another positive example of addressing "real" corporate governance issues is the willingness of the SEC to investigate, and if necessary regulate, deficiencies in the proxy system, including over/under-voting of shares, issuers not being able to communicate with their shareholders, low voting

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participation of retail investors and potential conflicts of interest and a lack of accuracy and transparency of proxy advisory firms that influence or control a significant percentage of the votes in public companies.

        At the heart of good corporate governance lies a strong Board of Directors, which represents the interests of the shareholders and other stakeholders, and the professionalism and integrity of management, creating the foundation for sustainable value. While the size, composition and structure of the Board of Directors are easy to describe and can easily be checked from the outside, it is difficult to demonstrate that the core processes, like information flow and decision making, are state-of-the-art. It is even more difficult, if not impossible, to describe the prevailing board culture, although the latter is essential for its effective function. Novartis aims to foster an atmosphere in which Board members can pose challenging questions, voice dissenting views and secure access to independent information through extensive contacts with senior Novartis executives—inside and outside the boardroom. Diversity of a Board of Directors is a critical success factor for its work. The Novartis Board of Directors today is diverse in terms of background, interests and skills.


OUR CORPORATE GOVERNANCE FRAMEWORK

Laws and Regulations

        Novartis is subject to the laws of Switzerland, in particular Swiss company and securities laws, and to the securities laws of the United States as applicable to foreign private issuers of securities.

        In addition, Novartis is subject to the rules of the Swiss Stock Exchange (SIX Swiss Exchange), including the Directive on Information relating to Corporate Governance.

        Novartis is also subject to the rules of the New York Stock Exchange (NYSE) as applicable to foreign private issuers of securities. The NYSE requires Novartis to describe any material ways in which its corporate governance differs from that of domestic US companies listed on the NYSE. Different from corporate governance rules applicable to domestic US companies listed on NYSE, shareholders of Novartis do not receive written reports from committees of the Board of Directors. Also, the external auditors are appointed by our shareholders at the Annual General Meeting, as opposed to being appointed by the Audit and Compliance Committee. In addition, while our shareholders cannot vote on all equity-compensation plans, they are entitled to hold a consultative vote on the compensation system of Novartis. The vote takes place before every significant change to the compensation system, but at least every third Annual General Meeting. Finally, our Board of Directors has set up a separate Risk Committee that is responsible for risk oversight, as opposed to delegating this responsibility to the Audit and Compliance Committee.


Swiss Code of Best Practice for Corporate Governance

        Novartis applies the Swiss Code of Best Practice for Corporate Governance.


Novartis Corporate Governance Standards

        Novartis has incorporated the corporate governance standards described above into the Articles of Incorporation and the Regulations of the Board of Directors, its Committees and the Executive Committee (www.novartis.com/corporate-governance).

        The Corporate Governance and Nomination Committee regularly reviews these standards and principles in the light of prevailing best practices and makes recommendations for improvements of the corporate governance framework of Novartis for consideration by the full Board of Directors.

        Additional corporate governance information can be found on the Novartis website: http://www.novartis.com/corporate-governance.

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        Printed copies of the Novartis Articles of Incorporation, Regulations of the Board and Charters of Board Committees can be obtained by writing to: Novartis AG, Attn: Corporate Secretary, Lichtstrasse 35, CH-4056 Basel, Switzerland.


OUR SHAREHOLDERS

Shares

Share Capital of Novartis AG

        The share capital of Novartis AG is CHF 1,318,811,500, fully paid-in and divided into 2,637,623,000 registered shares, each with a nominal value of CHF 0.50. Novartis has neither authorized nor conditional capital. There are no preferential voting shares; all shares have equal voting rights. No participation certificates, non-voting equity securities (Genussscheine) or profit-sharing certificates have been issued.

        Novartis shares are listed and traded on the SIX Swiss Exchange (Valor No. 001200526, ISIN CH0012005267, symbol: NOVN) as well as on the NYSE in the form of American Depositary Receipts (ADRs) representing Novartis American Depositary Shares (ADSs) (Valor No. 567514, ISIN US66987V1098, symbol: NVS).

        The holder of an ADS has the rights enumerated in the Deposit Agreement (such as the right to vote and to receive a dividend). The ADS depositary of Novartis, JPMorgan Chase Bank, New York, holding the Novartis shares underlying the ADSs, is registered as shareholder in the share register of Novartis. An ADS is not a Novartis share and an ADS holder is not a Novartis shareholder. ADS holders exercise their voting rights by instructing the depositary to exercise their voting rights. Each ADS represents one Novartis share.


Share Repurchase Programs

        Novartis began repurchasing its shares in 1999. Since then, five share repurchase programs have been completed with the repurchase of shares worth CHF 19 billion. Shares repurchased under the first program were not cancelled. However, shares repurchased under the other four programs were cancelled. At the Annual General Meeting in February 2008, shareholders authorized the Board of Directors to launch a sixth program to repurchase shares up to a maximum amount of CHF 10 billion via a second trading line on the SIX Swiss Exchange. In 2008, a total of six million shares were repurchased at an average price of CHF 49.42 per share and cancelled. The share repurchase program was suspended in April 2008 in favor of debt repayment. In December 2010, the Board of Directors announced the reactivation of the share repurchase program to minimize dilution to existing Novartis shareholders in connection with the proposed merger of Alcon, Inc. into Novartis. In 2010, no shares were repurchased under the share repurchase program.


Changes in Share Capital

        Novartis has not increased its share capital during the last three years.

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        As part of various share repurchase programs, Novartis has reduced its share capital as follows:


CAPITAL REDUCTIONS

 
  Number of shares    
 
Year of reduction
  As of
January 1
  Shares
cancelled
  As of
December 31
  Amount of
capital reduced
 
 
   
   
   
  in CHF
 

2006

    2,739,171,000     10,200,000     2,728,971,000     5,100,000  

2007

    2,728,971,000     0     2,728,971,000     0  

2008

    2,728,971,000     85,348,000     2,643,623,000     42,674,000  

2009

    2,643,623,000     6,000,000     2,637,623,000     3,000,000  

2010

    2,637,623,000     0     2,637,623,000     0  

        A table with additional information on changes in the Novartis share capital can be found in "Item 18. Financial Statements—note 18."


Convertible or Exchangeable Securities

        Novartis has not issued convertible or exchangeable bonds, warrants, options or other securities granting rights to Novartis shares, other than options granted to associates as an element of compensation.


Shareholdings

Significant shareholders

        According to the share register, as of December 31, 2010, the following registered shareholders (including nominees and the ADS depositary) held more than 2% of the total share capital of Novartis with the right to vote these shares:(1)


(1)
Excluding 6.33% of the share capital held by Novartis AG, together with Novartis affiliates, as treasury shares.

Shareholders: Novartis Foundation for Employee Participation, with its registered office in Basel, Switzerland, holding 4.3% and Emasan AG, with its registered office in Basel, Switzerland, holding 3.3%;

Nominees: JPMorgan Chase Bank, New York (holding 10.7%); Mellon Bank, Everett, Massachusetts (holding 2.9%); Nortrust Nominees, London (holding 2.8%); and

ADS depositary: JPMorgan Chase Bank, New York (holding 9.6%).

According to disclosure notifications filed with Novartis AG and the SIX Swiss Exchange, each of the following shareholders held between 3% and 5% of the share capital of Novartis AG as of December 31, 2010:

Disclosure notifications pertaining to shareholdings in Novartis AG that were filed with Novartis AG and the SIX Swiss Exchange are published on the latter's electronic publication platform, and can be accessed via the database search page:
http://www.six-exchange-regulation.com/publications/published_notifications/major_shareholders_en.html

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        Novartis has not entered into any agreement with any shareholder regarding the voting or holding of Novartis shares.


Cross Shareholdings

        Novartis has no cross shareholdings in excess of 5% of capital or voting rights with any other company.


Distribution of Novartis Shares

        The information in the following tables relates only to registered shareholders and does not include holders of unregistered shares. Also, the information provided in the tables below cannot be assumed to be representative of the entire Novartis investor base since nominees and JPMorgan Chase Bank, as ADS depositary, are registered as shareholders for a large number of beneficial owners.

        As of December 31, 2010, Novartis had more than 159,000 registered shareholders.

        The following table provides information about the distribution of registered shareholders by number of shares held:


Number of Shares Held

As of December 31, 2010
  Number of
registered
shareholders
  % of registered
share capital
 

1-100

    20,395     0.05  

101-1,000

    94,370     1.59  

1,001-10,000

    40,750     4.31  

10,001-100,000

    3,850     3.79  

100,001-1,000,000

    501     5.54  

1,000,001-5,000,000

    77     6.51  

5,000,001 or more(1)

    35     53.01  
           

Total registered shareholders/shares

    159,978     74.80  
             

Unregistered shares

          25.20  
             

Total

          100.00  
             

(1)
Including significant registered shareholders as listed above

        The following table provides information about distribution of registered shareholders by type:


Registered Shareholders by Type

As of December 31, 2010
  Shareholders in %   Shares in %  

Individual shareholders

    96.01     13.16  

Legal entities

    3.88     40.21  

Nominees, fiduciaries

    0.11     46.63  
           

Total

    100.00     100.00  
           

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        The following table provides information about registered shareholders by country:


Registered Shareholders by Country

As of December 31, 2010
  Shareholders in %   Shares in %  

France

    2.95     1.40  

Germany

    4.18     3.63  

Switzerland(1)

    89.46     44.58  

United Kingdom

    0.51     3.28  

United States

    0.38     41.96  

Other countries

    2.52     5.15  
           

Total

    100.00     100.00  
           

(1)
Excluding 6.33% of the share capital held by Novartis AG, together with Novartis affiliates, as treasury shares


SHAREHOLDER RIGHTS

Right to Vote ("One Share, One Vote")

        Each share registered with the right to vote entitles the holder to one vote at General Meetings.

        ADS holders may vote by instructing JPMorgan Chase Bank, the ADS depositary, to exercise the voting rights attached to the registered shares underlying the ADSs. JPMorgan Chase Bank exercises the voting rights for registered shares underlying ADSs for which no voting instructions have been given by providing a discretionary proxy to the independent proxy (unabhängiger Stimmrechtsvertreter) appointed by Novartis pursuant to Swiss law.


Resolutions and Elections at General Meetings

        The General Meeting passes resolutions and elections with the absolute majority of the votes represented at the meeting. However, under the Articles of Incorporation (www.novartis.com/corporate-governance) the approval of two-thirds of the votes represented at the meeting is required for:

        In addition, the law provides for a special quorum also for other resolutions, such as, for example, for a merger or spin-off.

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Other Shareholder Rights

        Shareholders representing at least 10% of the share capital may request that an extraordinary General Meeting of shareholders be convened. Shareholders representing shares with an aggregate nominal value of at least CHF 1 million may request that an item be included in the agenda of a General Meeting of shareholders. Such requests must be made in writing at least 45 days before the date of the General Meeting, specify the item to be included in the agenda and contain the proposal on which the shareholder requests a vote.

        Shareholders have the right to receive dividends, appoint another shareholder, the corporate proxy, the independent proxy or a custody proxy as proxy and hold such other rights as are granted under Swiss Law.


Shareholder Registration

        No restrictions apply on the transferability of Novartis shares. However, only shareholders registered in the Novartis share register may exercise their voting rights. In order to be registered, a shareholder must declare that he or she acquired the shares in his or her own name and for his or her own account. The Articles of Incorporation provide that the Board of Directors may register nominees with the right to vote. For restrictions on registration of nominees, please see below.

        The Articles of Incorporation provide that no shareholder shall be registered with the right to vote for more than 2% of the registered share capital. The Board of Directors may, upon request, grant an exemption from this restriction. Exemptions are in force for the registered Significant Shareholders listed under—Our Shareholders—Shareholdings—Significant Shareholders. In 2010, no exemptions were requested.

        The same restrictions apply to holders of ADSs as those holding Novartis shares.

        Given that shareholder representation at General Meetings has traditionally been low in Switzerland, Novartis considers the restriction on registration necessary to prevent a minority shareholder from dominating a General Meeting.

        The Articles of Incorporation provide that no nominee shall be registered with the right to vote for more than 0.5% of the registered share capital. The Board of Directors may, upon request, grant an exemption from this restriction if the nominee discloses the names, addresses and the number of shares of the persons for whose account it holds 0.5% or more of the registered share capital. Exemptions are in force for the nominees listed under—Our Shareholders—Shareholdings—Significant Shareholders.

        The same restrictions apply to holders of ADSs as those holding Novartis shares.

        The restrictions on registration contained in the Articles of Incorporation may only be removed by a resolution of the General Meeting of shareholders, with approval of at least two-thirds of the votes represented at the meeting.

        Shareholders, ADS holders or nominees that are linked to each other or act in concert to circumvent the restrictions on registration are treated as one person or nominee for the purposes of the restrictions on registration.

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No Restriction on Trading of Shares

        The registration of shareholders in the Novartis share register or in the ADS register kept by JPMorgan Chase Bank does not affect the tradability of Novartis shares or ADSs. No restrictions are imposed by Novartis or JPMorgan Chase Bank on the trading of registered Novartis shares or ADSs. Registered Novartis shareholders or ADS holders may, therefore, purchase or sell their Novartis shares or ADSs at any time, including prior to a General Meeting regardless of the record date. The record date serves only to determine the right to vote at a General Meeting of Novartis.


Change-of-Control Provisions

No Opting Up, No Opting Out

        The Swiss Stock Exchange Act provides that anyone who, directly, indirectly or acting in concert with third parties, acquires equity securities exceeding 331/3% of the voting rights of a company—whether or not such rights are exercisable—is required to make an offer to acquire all listed equity securities of that company. A company may raise this threshold to 49% of the voting rights ("opting up") or may, under certain circumstances, waive the threshold ("opting out"). Novartis has not adopted any such measures.


CLAUSES ON CHANGES-OF-CONTROL

        There are no change-of-control clauses benefiting Board members. With respect to members of the Executive Committee, see below under—Our Management—Contracts with Members of the Executive Committee.


OUR BOARD OF DIRECTORS

GRAPHIC


Election and Term of Office

        All Board members are elected individually.

        Board members are elected to terms of office of three years or less by shareholders at General Meetings. The terms of office among Board members are to be coordinated so that approximately one-third of all Board members are subject each year to re-election or election. Under Swiss law, a General Meeting of shareholders is entitled to remove any Board member at any time, regardless of his or her remaining term of office.

        The average tenure of Board members is eight years and the average age is 62. A Board member must retire after reaching age 70. Under special circumstances, shareholders may grant an exemption

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from this rule and re-elect a Board member for additional terms of office of no more than three years at a time.

Name
  Nationality   Year of birth   First election
at AGM
  Last election
at AGM
  End of
current Term
 

Daniel Vasella, M.D. 

  CH     1953     1996     2010     2013  

Ulrich Lehner, Ph.D. 

  D     1946     2002     2008     2011  

Hans-Joerg Rudloff

  D     1940     1996     2010     2011  

William Brody, M.D., Ph.D. 

  US     1944     2009     2009     2012  

Srikant Datar, Ph.D. 

  US     1953     2003     2009     2012  

Ann Fudge

  US     1951     2008     2008     2011  

Alexandre F. Jetzer-Chung

  CH     1941     1996     2008     2011  

Pierre Landolt

  CH     1947     1996     2008     2011  

Andreas von Planta, Ph.D. 

  CH     1955     2006     2009     2012  

Dr. Ing. Wendelin Wiedeking

  D     1952     2003     2009     2012  

Marjorie M.T. Yang

  CHN     1952     2007     2010     2013  

Rolf M. Zinkernagel, M.D. 

  CH     1944     1999     2009     2012  


Board Member Qualifications

        The Corporate Governance and Nomination Committee determines the criteria for the selection of the Board members and Board committee members. Factors considered include skills and knowledge, diversity of viewpoints, professional backgrounds and expertise, business and other experience relevant to the business of Novartis, the ability and willingness to commit adequate time and effort to Board and committee responsibilities, the extent to which personality, background, expertise, knowledge and experience will interact with other Board members to build an effective and complementary Board, and whether existing board memberships or other positions held by a candidate could lead to a conflict of interest.

        The biographies of the Board members (see "Item 6.A Directors and Senior Management") set out the particular qualifications that led the Board of Directors to conclude that a Board member is qualified to serve on the Board of Directors, creating a Board that today is diverse in terms of background, qualifications, interests and skills.


Role of the Board of Directors and the Board Committees

        The Board of Directors is responsible for the overall direction and supervision of the management and holds the ultimate decision-making authority for Novartis AG, except for those decisions reserved to the shareholders.

        The Board of Directors has delegated certain responsibilities to five committees: Chairman's Committee, Compensation Committee, Audit and Compliance Committee, Corporate Governance and

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Nomination Committee and Risk Committee as set out below (responsibilities described with the terms "overseeing" or "reviewing" are subject to final approval by the Board of Directors).

Responsibilities
  Membership comprises   Number of meetings
held in 2010/
approximate
average duration of
each meeting
Attendance
  Link
THE BOARD OF DIRECTORS       9/6    

The primary responsibilities of the Board of Directors include:
—Setting the strategic direction of the Group;
—Determining the organizational structure and governance of the Group;
—Appointing, overseeing and dismissing key executives and planning their succession;
—Determining and overseeing the financial planning, accounting, reporting and controlling;
—Approving the annual financial statements and the corresponding financial results releases; and
—Approving major transactions and investments.

 

Daniel Vasella(1)
Ulrich Lehner
Hans-Joerg Rudloff
William Brody
Srikant Datar
Ann Fudge
Alexandre F. Jetzer-Chung
Pierre Landolt
Andreas von Planta
Wendelin Wiedeking
Marjorie M.T. Yang
Rolf M. Zinkernagel

 

9
9
9
9
9
9
9
8
9
9
7
9

 

Articles of Incorporation of Novartis AG
Regulations of the Board of Directors, its Committees and the Executive Committee of Novartis AG
(Board Regulations)
http://www.novartis.com/
corporate-governance

THE CHAIRMAN'S COMMITTEE

 

 

 

9/2

 

 

The primary responsibilities of this committee include:
—Commenting on significant matters before the Board of Directors makes a decision;
—Recommending key executive appointments to the Board of Directors;
—Dealing with Board matters arising in between Board meetings, including the taking of required preliminary actions; and
—Approving transactions and investments as delegated by the Board of Directors.

 

Daniel Vasella(1)
Ulrich Lehner
Hans-Joerg Rudloff

 

9
9
9

 

Charter of the Chairman's Committee
http://www.novartis.com/corporate-governance

THE AUDIT AND COMPLIANCE COMMITTEE

 

 

 

6/3

 

 

The primary responsibilities of this committee include:
—Overseeing the internal auditors;
—Supervising the external auditors and selecting and nominating the external auditors for election by the meeting of the shareholders;
—Overseeing the accounting policies, financial controls and compliance with accounting and internal control standards;
—Approving quarterly financial statements and financial results releases;
—Overseeing internal control and compliance processes and procedures; and
—Overseeing compliance with laws and external and internal regulations.
The Audit and Compliance Committee has the authority to retain external consultants and other advisors.

 

Srikant M. Datar(1),(2)
Ulrich Lehner(2)
Hans-Joerg Rudloff(2)
Andreas von Planta
Wendelin Wiedeking

 

6
6
5
6
6

 

Charter of the Audit and Compliance Committee
http://www.novartis.com/corporate-governance

(1)
Chair

(2)
Audit Committee Financial Expert as defined by the US Securities and Exchange Commission (SEC).

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Responsibilities
  Membership comprises   Number of meetings
held in 2010/
approximate
average duration of
each meeting
Attendance
  Link
THE RISK COMMITTEE       4/2    

The primary responsibilities of this committee include:
—Ensuring that Novartis has implemented an appropriate and effective risk management system and process;
—Ensuring that all necessary steps are taken to foster a culture of risk-adjusted decision making without constraining reasonable risk-taking and innovation;
—Approving guidelines and reviewing policies and processes; and
—Reviewing with management, internal auditors and external auditors the identification, prioritization and management of the risks, the accountabilities and roles of the functions involved with risk management, the risk portfolio and the related actions implemented by management.

 

Andreas von Planta(1)
Srikant M. Datar
Ulrich Lehner
Hans-Joerg Rudloff
Wendelin Wiedeking

 

4
4
4
2
4

 

Charter of the Risk Committee
http://www.novartis.com/
corporate-governance

THE COMPENSATION COMMITTEE

 

 

 

4/2

 

 

The primary responsibilities of this committee include:
—Designing, reviewing and recommending to the Board compensation policies and programs;
—Advising the Board on the compensation of the Board members;
—Approving the employment terms of key executives;
—Deciding on the variable compensation of the Chief Executive Officer, the members of the Executive Committee and other key executives for the past year; and
—Deciding on the base salary and the total target compensation of the Chief Executive Officer, the members of the Executive Committee and other key executives for the coming year.
The Compensation Committee has the authority to retain external consultants and other advisors.

 

Marjorie M.T. Yang(1)
William Brody
Srikant Datar
Ulrich Lehner
Hans-Joerg Rudloff

 

4
4
4
4
4

 

Charter of the Compensation Committee
http://www.novartis.com/
corporate-governance

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Responsibilities
  Membership comprises   Number of meetings
held in 2010/
approximate
average duration of
each meeting
Attendance
  Link

THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE

 

 

 

3/2

 

 

The primary responsibilities of this committee include:
—Designing, reviewing and recommending to the Board corporate governance principles;
—Reviewing on a regular basis the Articles of Incorporation with a view to reinforcing shareholder rights;
—Reviewing on a regular basis the composition and size of the Board and its committees;
—Reviewing annually the independence status of each Board member;
—Reviewing directorships and agreements of board members for conflicts of interest and dealing with conflicts of interest;
—Identifying candidates for election as Board member;
—Assessing existing Board members and recommending to the Board whether they should stand for re-election;
—Preparing and reviewing the succession plan for the CEO; and
—Developing and reviewing an orientation program for new Board members and an ongoing education plan for existing Board members.

 

Ulrich Lehner(1)
Ann Fudge
Pierre Landolt
Andreas von Planta
Rolf M. Zinkernagel

 

3
3
3
3
3

 

Charter of the Corporate Governance and Nomination Committee
http://www.novartis.com/
corporate-governance


The Functioning of the Board of Directors

        The Novartis Board of Directors takes decisions as a whole, supported by its five Board committees (Chairman's Committee, Compensation Committee, Audit and Compliance Committee, Corporate Governance and Nomination Committee and Risk Committee). Each Board committee has a written charter outlining its duties and responsibilities and is led by a Chair elected by the Board of Directors.

        The Board of Directors and its Board committees meet regularly throughout the year. The Chairs set the agendas of their meetings. Any Board member may request a Board meeting, a meeting of a Board committee, a meeting of the independent Board members or the inclusion of an item on the agenda of such meetings. Board members are provided, in advance of meetings, with materials intended to prepare them to discuss the items on the agenda.


The Chairman

        The Chairman provides leadership to the Board of Directors in its governance role, oversees that the strategy agreed by the Board of Directors is implemented by the Chief Executive Officer and his reports, provides support and advice to the Chief Executive Officer, reviews the yearly objectives and prepares the performance evaluation of the Chief Executive Officer before approval by and feed-back session with the Board of Directors, works closely with the Chief Executive Officer in nominating and evaluating members and permanent attendees of the Executive Committee and in establishing succession plans for key management positions, represents Novartis with stakeholders and oversees Internal Audit.

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Meetings of the Board of Directors

        The Board of Directors has meetings with the members of the Executive Committee, private meetings of the Board of Directors and meetings of the independent Board members.

        Topics addressed in the meetings with the Executive Committee include the strategy, business reviews and major projects, investments and transactions. Topics addressed in the private meetings include performance evaluation of top management, succession planning and Board self-evaluation.

        As long as the Chairman is not independent, Dr. Ulrich Lehner, Vice-Chairman, chairs sessions of the independent Board members and leads the independent Board members in case of a crisis or matters requiring their separate consideration or decision. Moreover, every independent Board member may request separate meetings of the independent Board members if the need arises. Dr. Ulrich Lehner also leads the Board if the Chairman is incapacitated.

        In 2010, there were nine meetings of the Board of Directors and three meetings of the independent Board members.


Independence of Board Members

        The independence of Board members is a key corporate governance issue. Accordingly, Novartis established independence criteria that are intended to reflect international best-practice standards. These independence criteria (last revised on October 16, 2008) can be found on the Novartis website: www.novartis.com/investors/governance-documents.shtml

        The Corporate Governance and Nomination Committee annually submits to the Board of Directors a proposal concerning the determination of the independence of each Board member. For this assessment, the Committee considers all relevant facts and circumstances of which it is aware.

        In its meeting on December 15, 2010, the Board of Directors determined that all of its members, except for Dr. Vasella and Alexandre F. Jetzer-Chung, were independent.

        Dr. Vasella, the Chairman, was until January 31, 2010 also the Chief Executive Officer. Dr. Jetzer-Chung acts for Novartis under a consultancy agreement to support various government relations activities of Novartis.

        The Board of Directors has delegated Rolf M. Zinkernagel, M.D., to the Scientific Advisory Board of the Novartis Institute for Tropical Diseases (NITD), and both Dr. Zinkernagel, M.D. and William Brody, M.D. to the Board of Directors of the Genomics Institute of the Novartis Research Foundation (GNF). The Board of Directors concluded that these activities are supervisory and not consultatory in nature and do not affect Dr. Zinkernagel's or Dr. Brody's independence as Board member.


Relationship of Non-Executive Board Members with Novartis

        With the exception of Dr. Vasella none of the Board members is or was a member of the management of Novartis AG or of any other Novartis Group company in the three financial years preceding 2010.

        There are no significant business relationships of any Board member with Novartis AG or with any other Novartis Group company except for Mr. Jetzer-Chung, who acts for Novartis under a consultancy agreement. The contract with Mr. Jetzer-Chung does not provide for any severance payments or benefits upon termination.

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Information and Control Systems of the Board of Directors vis-à-vis Management

The Board of Directors

        The Board of Directors ensures that it receives sufficient information from the Executive Committee to perform its supervisory duty and to make decisions that are reserved for the Board of Directors. The authority of the Board of Directors to determine the compensation of the members of the Executive Committee is an important element to ensure the alignment of Executive Committee members with the interests of Novartis and its shareholders.

        The Board of Directors obtains the information required to perform its duties through several means:


Board Committees

        Board committees regularly meet with management and, at times, outside consultants to review the business, better understand applicable laws and policies affecting the Group and support the Board of Directors and the management in meeting the requirements and expectations of stakeholders and shareholders.

        In particular, the Chief Financial Officer, the Group General Counsel and representatives of the external auditors are invited to meetings of the Audit and Compliance Committee. Furthermore, the Heads of Internal Audit, Financial Reporting and Accounting, Compliance, as well as the Business Practices Officers, report on a regular basis to the Audit and Compliance Committee.

        The Audit and Compliance Committee reviews financial reporting processes on behalf of the Board of Directors. For each quarterly and annual release of financial information, the Disclosure Review Committee reviews the release for accuracy and completeness of disclosures. The Disclosure Review Committee is chaired by the Chief Financial Officer and is attended by the Group General Counsel, the Heads of the Divisions, the Heads of Finance of the Divisions and the Heads of the following Corporate Functions: Treasury, Financial Reporting and Accounting, Internal Audit and Investor Relations. Decisions made by the Disclosure Review Committee are reviewed by the Audit and Compliance Committee before publication of the quarterly and annual release.

        The Risk Committee oversees the risk management system and processes, as well as reviews the risk portfolio of the Group to ensure appropriate and professional management of the risks. For this purpose the Corporate Risk Management function and the risk owners of the Divisions report on a regular basis to the Risk Committee. The Group General Counsel and the Head of Internal Audit are also invited to the meetings.

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Internal Audit

        The Internal Audit function carries out operational and system audits in accordance with an audit plan adopted by the Audit and Compliance Committee; assists organizational units in the accomplishment of objectives by providing an independent approach to the evaluation, improvement and effectiveness of their internal control framework; prepares reports regarding the audits it has performed; and reports actual or suspected irregularities to the Audit and Compliance Committee and the Chairman. The Audit and Compliance Committee regularly reviews the scope of Internal Audit, the audit plans and the results of the internal audits.


Risk Management

        The Corporate Risk Management function reports to the independent Risk Committee of the Board of Directors. The Risk Committee works closely with the Compensation Committee to ensure that the compensation system does not lead to excessive risk-taking by management (for details see our Compensation Report).

        Organizational and process measures have been designed to identify and mitigate risks at an early stage. Organizationally, the responsibility for risk and risk mitigation is allocated to the divisions, with specialized corporate functions such as Group Finance, Group Quality Operations, Corporate Health, Safety, Environment and Business Continuity providing support and controlling the effectiveness of the risk management by the divisions in these respective areas.


OUR MANAGEMENT


Composition of the Executive Committee

GRAPHIC


Composition of the Executive Committee

        The Executive Committee is headed by the Chief Executive Officer. The members of the Executive Committee are appointed by the Board of Directors. The Chief Executive Officer may appoint or remove non-voting Permanent Attendees to attend the meetings of the Executive Committee. As of December 31, 2010, there were no Permanent Attendees attending meetings of the Executive Committee.

        The organizational structure and the details of the responsibility of the Executive Committee are set forth in the Board Regulations (www.novartis.com/corporate-governance).

        The Board of Directors has not concluded any contracts with third parties to manage the business.

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Role and Functioning of the Executive Committee

        The Board of Directors has delegated to the Executive Committee the coordination of the Group's day-to-day business operations. This includes:


The Chief Executive Officer

        In addition to other duties that may be assigned by the Board of Directors, the Chief Executive Officer, supported by the Executive Committee, is responsible overall for the management and performance of the business, leads the Executive Committee, builds and maintains an effective executive team and represents Novartis with major customers, financial analysts, investors and with the media.


Contracts with Members of the Executive Committee

        In accordance with good corporate governance, employment contracts with members of the Executive Committee do not contain unusually long notice periods, change-of-control clauses or severance payments.


THE INDEPENDENT EXTERNAL AUDITORS

Duration of the Mandate and Terms of Office

        Based on a recommendation by the Audit and Compliance Committee, the Board of Directors nominates an independent auditor for election at the Annual General Meeting. PricewaterhouseCoopers (PwC) assumed its existing auditing mandate for Novartis in 1996. Peter Kartscher, auditor in charge, and Michael P. Nelligan, global relationship partner, began serving in their respective roles in 2009. The Audit and Compliance Committee ensures that the auditor in charge is rotated at least every five years.


Information to the Board of Directors and the Audit and Compliance Committee

        The independent auditor, PwC, is responsible for opining on whether the audited consolidated financial statements comply with International Financial Reporting Standards (IFRS) and Swiss law and the separate parent company financial statements of Novartis AG comply with Swiss law. Additionally, PwC is responsible for opining on the effectiveness of internal control over financial reporting.

        The Audit and Compliance Committee, acting on behalf of the Board of Directors, is responsible for overseeing the activities of PwC. During 2010, the Audit and Compliance Committee held 6 meetings. At

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each of these meetings, PwC was invited to attend during the discussion of agenda items that dealt with accounting, financial reporting or auditing matters and any other matters relevant for their audit.

        On an annual basis, PwC provides to the Audit and Compliance Committee the written disclosures required by Rule 3526, "Communications with Audit Committees Concerning Independence," of the Public Company Accounting Oversight Board (PCAOB), and the Audit and Compliance Committee and PwC discuss PwC's independence from Novartis and Novartis' management.

        The Audit and Compliance Committee recommended to the Board of Directors, and the Board of Directors approved, inclusion of the audited financial statements in the Annual Report for the year ended December 31, 2010.

        The Audit and Compliance Committee on a regular basis evaluates the performance of PwC and, once yearly, based on the outcome of the performance of PwC, decides on its recommendation to the Board of Directors whether PwC should be proposed to the Annual General Meeting for election. Also, once yearly the auditor in charge and the global relationship partner report to the Board of Directors on the activities of PwC during the current year and on the audit plan for the coming year by attending a Board meeting and answering any questions or concerns the Board members might have on the performance of PwC, or on the work PwC has conducted or is planning to conduct.

        In order to assess the performance of PwC, the Audit and Compliance Committee requires a self-evaluation report from PwC, holds private meetings with the Chief Executive Officer, the Chief Financial Officer and with the Head of Internal Audit and, if necessary, obtains an independent external assessment, and the Board of Directors also meets with the auditor in charge and the global relationship partner. Criteria applied for the performance assessment of PwC include technical and operational competence, independent and objective view, sufficient resources employed, focus on areas of significant risk to Novartis, willingness to probe and challenge, ability to provide effective, practical recommendations and open and effective communication and coordination with the Audit and Compliance Committee, the Internal Audit function and management.


Pre-Approval of Audit and Non-Audit Services

        The Audit and Compliance Committee's pre-approval is required for all audit and non-audit services provided by PwC. These services may include audit services, audit-related services, tax services and other services.

        Pre-approval is detailed as to the particular services or categories of services, and is subject to a specific budget. PwC and management report, on a quarterly basis, to the Audit and Compliance Committee regarding the extent of services provided in accordance with this pre-approval and the fees for the services performed to date. The Audit and Compliance Committee may also pre-approve additional services on a case-by-case basis.

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Auditing and Additional Fees

        PwC charged the following fees for professional services rendered for the 12-month periods ended December 31, 2010 and December 31, 2009:

 
  2010   2009  
 
 
$ thousands

 
$ thousands

 

Audit Services

    23,675     24,360  

Audit-Related Services

    2,140     4,300  

Tax Services

    1,485     110  

Other Services

    110     100  
           

Total

    27,410     28,870  
           

        PwC fees charged to Alcon of approximately $1.6 million, mainly for tax services, are included, reflecting the professional services rendered after Novartis took over majority ownership on August 25, 2010.

        Audit Services are defined as the standard audit work performed each year in order to issue opinions on the parent company and consolidated financial statements of the Group, to issue opinions relating to the effectiveness of the Group's internal controls over financial reporting, and to issue reports on local statutory financial statements. Also included are audit services that can only be provided by the Group auditor, such as auditing of non-recurring transactions and implementation of new accounting policies, audits of accounting infrastructure system controls, pre-issuance reviews of quarterly financial results, consents and comfort letters and any other audit services required for SEC or other regulatory filings.

        Audit-Related Services include those other assurance services provided by the independent auditor but not restricted to those that can only be provided by the auditor signing the audit report. They comprise amounts for services such as acquisition due diligence and related audits, audits of pension and benefit plans, IT infrastructure control assessments, contractual audits of third-party arrangements, assurance services on corporate citizenship reporting and compliance with corporate integrity agreements, and consultation regarding new accounting pronouncements.

        Tax Services represent tax compliance, tax returns, assistance with historical tax matters and other tax-related services.

        Other Services include training in the finance area, advice for process improvements, benchmarking studies, assessment of certain non-financial processes and license fees for use of accounting and other reporting guidance databases.


FURTHER INFORMATION

The Group Structure of Novartis

Novartis AG and Group Companies

        Under Swiss company law, Novartis AG is organized as a corporation which has issued shares of common stock to investors. The registered office of Novartis AG is Lichtstrasse 35, CH-4056 Basel, Switzerland.

        Business operations are conducted through Novartis Group companies. Novartis AG, a holding company, owns directly or indirectly all companies worldwide belonging to the Novartis Group. Except as described below, the shares of these companies are not publicly traded. The most important Novartis subsidiaries and associated companies are listed in "Item 18. Financial Statements—note 31".

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Divisions

        The wholly-owned businesses of Novartis are divided on a worldwide basis into four operating divisions, Pharmaceuticals, Vaccines and Diagnostics, Sandoz and Consumer Health, and in Corporate activities.


Majority Holdings in Publicly Traded Group Companies


Significant Minority Holdings in Publicly Traded Companies

Novartis AG holds


Information of our Stakeholders

Introduction

        Novartis is committed to open and transparent communication with shareholders, financial analysts, customers, suppliers and other stakeholders. Novartis aims to disseminate material developments in its businesses in a broad and timely manner that complies with the rules of the SIX Swiss Exchange and the NYSE.


Communications

        Novartis publishes an Annual Report each year that provides information on the Group's results and operations. In addition to the Annual Report, Novartis prepares an annual report on Form 20-F that is filed with the SEC. Novartis discloses quarterly financial results in accordance with IFRS and issues press releases from time to time regarding developments in its businesses.

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        Novartis furnishes press releases relating to financial results and material events to the SEC via Form 6-K. An archive containing Annual Reports, annual reports on Form 20-F, and quarterly results releases, as well as related materials such as slide presentations and conference call webcasts, is on the Novartis Investor Relations website (www.novartis.com/investors). The archive is available on the Novartis website: http://www.novartis.com/newsroom/media-releases/index.shtml

        Information contained in reports and releases issued by Novartis is only correct and accurate at the time of release. Novartis does not update past releases to reflect subsequent events and advises against relying on them for current information.


Investor Relations Program

        An Investor Relations team manages the Group's interaction with the international financial community. Several events are held each year to provide institutional investors and analysts various opportunities to learn more about Novartis.

        Investor Relations is based at the Group's headquarters in Basel, Switzerland. A part of the team is located in New York to coordinate interaction with US investors. Information is available on the Novartis website: www.novartis.com/investors. Investors are also welcome to subscribe to a free e-mail service on this site.


Website Information

Topic
  Information

 
Share Capital   Articles of Incorporation of Novartis AG
http://www.novartis.com/corporate-governance
Novartis key share data
http://www.novartis.com/key-share-data


 

Shareholder Rights

 

Articles of Incorporation of Novartis AG
http://www.novartis.com/corporate-governance
Investor Relations information
http://www.novartis.com/investors


 

Board Regulations

 

Board Regulations
http://www.novartis.com/corporate-governance


 

Executive Committee

 

Executive Committee
http://www.novartis.com/executive-committee


 

Novartis Code for Senior Financial Officers

 

Novartis Code of Ethical Conduct for CEO and Senior Financial Officers
http://www.novartis.com/corporate-governance


 

Additional Information

 

Novartis Investor Relations
http://www.novartis.com/investors


 

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Item 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, 2010
(full time equivalents)
  Research &
Development
  Production &
Supply
  Marketing &
Sales
  General &
Administration
  Total  

USA

    6,624     3,686     8,300     1,677     20,287  

Canada and Latin America

    528     2,351     4,637     898     8,414  

Europe

    10,629     17,446     17,279     5,636     50,990  

Asia/Africa/Australasia

    2,726     4,015     14,747     1,539     23,027  
                       

Total

    20,507     27,498     44,963     9,750     102,718  
                         

Alcon associates as of December 31

                            16,700  
                               

Total

                            119,418  
                               

 

For the year ended
December 31, 2009
(full time equivalents)
  Research &
Development
  Production &
Supply
  Marketing &
Sales
  General &
Administration
  Total  

USA

    6,367     3,683     8,626     1,849     20,525  

Canada and Latin America

    556     2,365     4,644     912     8,477  

Europe

    10,433     17,226     16,946     5,389     49,994  

Asia/Africa/Australasia

    2,466     3,888     13,083     1,401     20,838  
                       

Total

    19,822     27,162     43,299     9,551     99,834  
                       

 

For the year ended
December 31, 2008
(full time equivalents)
  Research &
Development
  Production &
Supply
  Marketing &
Sales
  General &
Administration
  Total  

USA

    5,856     3,659     8,740     2,074     20,329  

Canada and Latin America

    525     2,410     4,665     887     8,487  

Europe

    9,824     16,749     16,267     5,549     48,389  

Asia/Africa/Australasia

    2,105     4,293     11,794     1,320     19,512  
                       

Total

    18,310     27,111     41,466     9,830     96,717  
                       

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Movements in full time equivalents
  2010   2009  

Associates as of January 1

    99,834     96,717  

Separations

    (3,467 )   (3,377 )

Retirements

    (757 )   (817 )

Resignations

    (7,309 )   (6,537 )

External hirings

    14,417     13,848  
           

Associates as of December 31

    102,718     99,834  
             

Alcon associates as of December 31

    16,700        
             

Total

    119,418        
             

        A relatively small number of our associates are represented by unions. We have not experienced any material work stoppages in recent years, and we consider our employee relations to be good.

        For further information regarding Alcon's employees see Alcon's 20-F at Item 6.D.

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6.E Share Ownership

        The aggregate amount of our shares owned by current non-executive Directors and the current members of our Executive Committee (including persons closely linked to them) as of January 19, 2011 was 5,347,112 shares.

        The aggregate amount of Novartis share and ADS options, including other information regarding the options, held by current non-executive Directors and the current members of our Executive Committee as of January 19, 2011 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
 

Novas11 Options

    1     62.00     0     March 7, 2011     56,052  

Novas12 Options

    1     48.86     0     February 3, 2012     0  

Novas14 Options

    1     57.45     0     February 3, 2014     9,559  

Novas15 Options

    1     57.45     0     February 3, 2015     34,127  

Novas16 Options

    1     71.30     0     February 5, 2016     101,446  

Novas17 Options

    1     72.85     0     February 3, 2017     953,731  

Novas18 Options

    1     64.05     0     January 10, 2018     359,722  

Novas19 Options

    1     53.65     0     January 18, 2019     1,951,128  

Novas20 Options

    1     55.85     0     January 19, 2020     1,953,806  

Novas21 Options

    1     54.70     0     January 19, 2021     261,726  
                               

Total Novartis Share Options

                            5,681,297  
                               

Novartis ADS Options Cycle V

    1   $ 41.97     0     March 7, 2011     0  

Novartis ADS Options Cycle VI

    1   $ 37.28     0     March 7, 2012     120,977  

Novartis ADS Options Cycle VII

    1   $ 36.31     0     February 4, 2013     323,296  

Novartis ADS Options Cycle VIII

    1   $ 46.09     0     February 4, 2014     112,932  

Novartis ADS Options Cycle IX

    1   $ 47.84     0     February 4, 2015     151,659  

Novartis ADS Options Cycle X

    1   $ 54.70     0     February 5, 2016     182,418  

Novartis ADS Options Cycle XI

    1   $ 58.38     0     February 3, 2017     213,325  

Novartis ADS Options Cycle XII

    1   $ 57.96     0     January 10, 2018     184,870  

Novartis ADS Options Cycle XIII

    1   $ 46.42     0     January 18, 2019     151,561  

Novartis ADS Options Cycle XIV

    1   $ 53.70     0     January 19, 2020     0  

Novartis ADS Options Cycle XV

    1   $ 57.07     0     January 19, 2021     0  
                               

Total Novartis ADS Options

                            1,441,038  
                               

(1)
Exercise price indicated is per share, and denominated in Swiss francs except where indicated.

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        For more information on the Novartis shares and share options owned by individual members of our Executive Committee and by our current non-executive Directors, see "—Item 6.B Compensation—Ownership of Novartis Shares and Share Option by Executive Committee Members." and "—Item 6.B Compensation—Ownership of Novartis Shares and Share Option by Non-Executive Directors." For information on our equity-based compensation plans see "—Item 6.B Compensation—Compensation to Novartis Associates."

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, or by any other natural or legal persons.

        According to the share register, on December 31, 2010, no person or entity was registered as the owner of more than 5% of our shares. As of that date, excluding 6.3% of our share capital held by Novartis AG, together with Novartis affiliates, as treasury shares, the following shareholders (including nominees and the ADS depositary) held more than 2% of the total share capital of Novartis with the right to vote these shares:

        According to disclosure notifications filed with Novartis AG and SIX Swiss Exchange, each of the following shareholders held between 3% and 5% of the share capital of Novartis AG as of December 31, 2010:

        As of December 31, 2009, the holdings of the shareholders listed above with a right to vote were as follows:

        During 2009, Novartis AG published several disclosure notifications pertaining to indirect holdings of Capital Group Companies, Inc., with its registered office in Los Angeles, California, on behalf of various companies, clients and funds. As per the last notification on June 6, 2009, the Capital Group Companies, Inc. held 3.26%.

        On December 17, 2009, Novartis AG published a disclosure notification pertaining to indirect holdings of BlackRock, Inc., with its registered office in New York, New York, on behalf of various companies. As per this notification, BlackRock, Inc. held 3.34%.

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        As of December 31, 2008, the holdings of the shareholders listed above with a right to vote were as follows:

        As of December 31, 2010, no other shareholder was registered as owner of more than 2% of the registered share capital. Novartis has not entered into any agreement with any shareholder regarding the voting or holding of Novartis shares.


7.B    Related Party Transactions

        Roche/Genentech:    Novartis has two agreements with Genentech, Inc., USA, a subsidiary of Roche Holdings AG (Roche) which is indirectly included in the consolidated financial statements using equity accounting since Novartis holds 33.3% of the outstanding voting shares of Roche.

        Lucentis.    Novartis Ophthalmics, part of the Novartis Pharmaceuticals Division, has licensed the exclusive rights to develop and market Lucentis outside the US for indications related to diseases of the eye. As part of this agreement, Novartis paid Genentech an initial milestone and shared the cost for the subsequent development by making additional milestone payments upon the achievement of certain clinical development points and product approval. Novartis also pays royalties on the net sales of Lucentis products outside the US. Lucentis sales of $1.5 billion (2009: $1.2 billion; 2008: $886 million) have been recognized by Novartis.

        Xolair.    In February 2004, Novartis Pharma AG, Genentech, Inc., and Tanox, Inc., finalized a three-party collaboration to govern the development and commercialization of certain anti-IgE antibodies including Xolair and TNX-901. Under this agreement, all three parties co-developed Xolair. On August 2, 2007, Genentech, Inc. completed the acquisition of Tanox, Inc. and has taken over its rights and obligations. Novartis and Genentech are co-promoting Xolair in the US where Genentech records all sales.

        Novartis markets Xolair and records all sales and related costs in Europe as well as co-promotion costs in the US. Genentech and Novartis share the resulting profits from sales in the US, Europe and some East Asia countries, according to agreed profit-sharing percentages. Novartis recognized total sales of Xolair of $369 million (2009: $338 million; 2008: $211 million) including sales to Genentech for the US market.

        The net expense for royalties, cost sharing and profit sharing arising out of the Lucentis and Xolair agreements with Genentech totaled $300 million (2009: $200 million; 2008: $85 million).

        Furthermore, Novartis has several patent license, supply and distribution agreements with Roche and several Novartis entities hold Roche bonds totaling $17 million (2009: $1 billion).

        Idenix:    Novartis Pharma AG entered into a collaboration agreement with Idenix in May 2003 relating to the worldwide development and commercialization of drug candidates and purchased approximately 54% of the common stock of Idenix. As Novartis had the ability to exercise control, Idenix was fully consolidated. In August 2009, Novartis opted not to purchase shares that were issued pursuant to an underwritten offering and waived and amended certain rights under the development and commercialization agreement. As a result of this, the Novartis shareholding was diluted from the

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pre-offering level of 53% to 47% and since September 1, 2009 Idenix has been accounted for according to the equity method. Novartis has a license agreement with Idenix for Tyzeka/Sebivo and may pay additional license fees and development expenses for drug candidates that Novartis may elect to license from Idenix. The sales of Tyzeka/Sebivo totaled $95 million in 2010 ($84 million in 2009).

        Executive Officer:    During 2009, an Executive Officer acquired real estate for CHF 3.7 million from a consolidated entity. The transaction price was based on independent external valuation reports.


7.C    Interests of Experts and Counsel

        Not applicable.

Item 8.    Financial Information


8.A Consolidated Statements and Other Financial Information

        See "Item 18. Financial Statements." For information regarding Alcon, see Alcon's 20-F at Item 8.A.

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 shortly following such approval. Any shareholder who purchased our shares on or before the second trading day after the shareholders' meeting and holds the shares through that date shall be deemed to be entitled to receive the dividends approved at that meeting. 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. In December 2007, our Board established a policy of paying dividends, subject to shareholder approval, of between 35% and 60% of our net income from continuing operations. However, 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 2.20 per share to the shareholders for approval at the Annual General Meeting to be held on February 22, 2011. 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 Information—3.A Selected Financial Data—Cash Dividends per Share." See also "Item 3. Key Information—3.D Risk Factors—The price of our ADSs and the US dollar value of any dividends may be negatively affected by fluctuations in the US dollar/Swiss franc exchange rate."


8.B    Significant Changes

        None.

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Item 9.    The Offer and Listing

9.A    Listing Details

        Our shares are listed in Switzerland on the SIX Swiss Exchange (SIX).

        American Depositary Shares, 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 (Deposit Agreement). Our ADSs have been listed on the NYSE since May 2000, and are traded under the symbol "NVS."

        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 SIX during the day as well as for inter-dealer trades completed off the SIX and certain inter-dealer trades completed during trading on the previous business day.

        The following share data was taken from SIX; 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

                         

2006

    76.80     64.20     61.24     51.90  

2007

    74.65     57.55     59.70     51.60  

2008

    66.25     45.62     61.06     43.85  

2009

    56.90     39.64     56.16     33.96  

2010

    60.25     50.55     59.77     43.78  

Quarterly information for the past two years

                         

2010

                         

First Quarter

    60.25     53.50     55.52     51.91  

Second Quarter

    56.90     50.75     53.83     43.78  

Third Quarter

    56.90     50.55     58.09     47.85  

Fourth Quarter

    57.35     53.10     59.77     53.41  

2009

                         

First Quarter

    54.05     39.64     49.62     33.96  

Second Quarter

    45.48     41.50     42.22     35.42  

Third Quarter

    51.85     42.56     50.38     39.22  

Fourth Quarter

    56.90     51.20     56.16     49.50  

Monthly information for most recent six months

                         

August 2010

    53.85     51.60     52.49     49.70  

September 20010

    56.90     53.70     58.09     53.00  

October 2010

    57.35     55.50     59.77     57.05  

November 20010

    57.30     53.25     59.05     53.41  

December 2010

    56.80     53.10     59.17     54.11  

January 2011 (through January 25)

    55.80     54.20     59.24     56.25  

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        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 SIX (ON/OFF exchange) for the years 2010, 2009 and 2008 were 6,216,952, 7,110,909 and 11,827,619, respectively. These numbers are based on total annual turnover statistics supplied by the SIX via the Swiss Market Feed, which supplies such data to subscribers and to other information providers. The average daily volumes traded in the US for the years 2010, 2009 and 2008 were 3,515,307, 1,640,066 and 2,046,796, respectively.

        The Depositary has informed us that as of January 25, 2011, there were 263,089,315 ADSs outstanding, each representing one Novartis share (approximately 10.0% of total Novartis shares issued). On January 25, 2011, the closing sales price per share on the SIX was CHF 54.20 and $57.80 per ADS on the NYSE.


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 (Articles), our Regulations of the Board of Directors (Board Regulations) and of Swiss law, particularly, the Swiss Code of Obligations (Swiss Code). This is not a summary of all the significant provisions of the Articles, the Board Regulations or of Swiss law. This summary is qualified in its entirety by reference to the Articles and the Board Regulations, which are an exhibit to this Form 20-F, and to Swiss law.

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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 healthcare 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. In pursuing our business purpose, we strive to create sustainable value.


10.B.2 Directors

        (a)   According to our 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.

        (b)   As with any Board resolution, Directors may not vote on their own 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 Board of Directors may take decisions on all matters which by law or the Articles are not allocated to the General Meeting of Shareholders.

        (d)   Directors must retire after the end of their seventieth year of age, but the retirement does not become effective until the date of the next Ordinary General Meeting of Shareholders. The General Meeting of Shareholders may, under special circumstances, grant an exemption from this rule and may elect a Director for further terms of office of no more than three years at a time.

        (e)   Under the Articles, 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)   The Swiss Code requires that at least 5% of our annual profit 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 the Swiss Code, we may only pay dividends out of the balance sheet profit or out of reserves created for this purpose. In either event, under the Swiss Code, while the Board of Directors may propose that a dividend be paid, we may only pay dividends upon shareholders' approval at a General Meeting of Shareholders. Our auditors must confirm that the dividend proposal of our Board of Directors conforms with the Swiss Code and the Articles. Our Board of Directors intends to propose a dividend once each year. See "Item 3. Key Information—3.A. Selected Financial Data—Cash Dividends per Share."

        Dividends are usually due and payable shortly after the shareholders have passed a resolution approving the payment. Dividends which have not been claimed within five years after the due date revert to us, and are allocated to our general reserves. For information about deduction of the withholding tax from dividend payments, see "Item 10. Additional Information—10.E Taxation."

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        (b)   Each share is entitled to one vote at a General Meeting of Shareholders. Voting rights may only be exercised for shares registered with the right to vote on the Record Date. In order to do so, the shareholder must file a share registration form with us, 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 timely filed the form, then the shareholder may not vote at, or participate in, General Meetings of Shareholders.

        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 recognizes such shareholder as nominee. The Board of Directors may grant such nominees the right to vote up to 0.5% of the registered share capital as set forth in the commercial register.

        Except as described below, no shareholder may be registered with the right to vote shares composing more than 2% of our registered share capital as set forth in the commercial register. 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 (registration without the right to vote).

        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, upon request, grant exemptions from both the 2% rule for shareholders and the 0.5% rule for nominees. The Board of Directors may delegate this power. To date, such a request has never been denied. Finally, the shareholders may cancel the registration restrictions upon a resolution carrying a two-thirds majority of the vote at a General Meeting of Shareholders.

        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 the 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 General Meeting of Shareholders. As a result, abstentions have the effect of votes against the resolution. Shareholder 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 General Meeting of Shareholders; and (6) the ordering of an independent investigation into specific matters proposed to the General Meeting of Shareholders.

        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 General Meeting of Shareholders: (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; or (9) any amendment to the Articles which would create or eliminate a supermajority requirement.

        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. Cumulative voting of shares is not permitted under Swiss law.

        At General Meetings of Shareholders, 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 General Meeting of Shareholders resolves to have a ballot or where a ballot is ordered by the chairman of the meeting.

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        A holder of a Novartis American Depositary Receipt (ADR) has a paper receipt issued by our depositary JPMorgan Chase Bank, New York, and not by us. The ADR is vested with rights defined and enumerated in the Deposit Agreement (such as the rights to vote, to receive a dividend and to receive a share of Novartis in exchange for a certain number of ADRs). The enumeration of rights, including any limitations on those rights, is final. There are no other rights given to the ADR holders. Only the ADR depositary, holding our shares underlying the ADRs, is registered as shareholder in our share register. An ADR is not a Novartis share and an ADR holder is not a Novartis shareholder.

        The Deposit Agreement between our depositary, the ADR holder and us has granted the right to vote to the ADR holders. ADR holders may not attend Novartis General Meetings in person. ADR holders exercise their voting rights by instructing JPMorgan Chase Bank, our depositary, to exercise the voting rights attached to the registered shares underlying the ADRs. Each ADR represents one Novartis share. JPMorgan Chase Bank exercises the voting rights for registered shares underlying ADRs for which no voting instructions have been given by providing a discretionary proxy to the independent proxy appointed by Novartis pursuant to paragraph 13 of the Deposit Agreement governing ADRs. The same voting restrictions apply to ADR holders as to those holding Novartis shares (i.e. the right to vote up to 2% of the Novartis registered share capital—unless otherwise granted an exemption by the Board—and disclosure requirement for nominees).

        (c)   Shareholders have the right to allocate the profit shown on our balance sheet by vote taken at the General Meeting of Shareholders, subject to the legal requirements described in "Item 10.B.3(a) Shareholder Rights".

        (d)   Under the Swiss Code, 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)   The Swiss Code limits a corporation's ability to hold or repurchase its own shares. We and our subsidiaries may only repurchase shares if we have freely disposable equity, in the amount necessary for this purpose, available. The aggregate nominal value of all Novartis shares held by us and our subsidiaries may not exceed 10% of our registered share capital. However, it is accepted that a corporation may repurchase its own shares beyond the statutory limit of 10%, if the repurchased shares are clearly dedicated for cancellation and if the shareholders passed a respective resolution at a General Meeting of Shareholders. 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 a General Meeting of Shareholders, 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.

        Under the Swiss Code, we may not cancel treasury shares without the approval of a capital reduction by our shareholders.

        (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) Shareholder Rights" and "10.B.7 Change in Control".

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10.B.4 Changes To Shareholder Rights

        Under the Swiss Code, we may not issue new shares without the prior approval of a capital increase by our shareholders. If a capital increase 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 General Meeting of Shareholders by a supermajority of votes. 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 General Meeting of Shareholders by a supermajority of votes. In addition, see Item 10.B.3(b) with regard to the Board of Directors' ability to cancel the registration of shares under limited circumstances.


10.B.5 Shareholder Meetings

        Under the Swiss Code and the Articles, we must hold an annual ordinary General Meeting of Shareholders within six months after the end of our financial year. General Meetings of Shareholders may be convened by the Board of Directors or, if necessary, by the statutory auditors. The Board of Directors is further required to convene an extraordinary General Meeting of Shareholders if so resolved by a General Meeting of Shareholders, 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 General Meeting of Shareholders. A General Meeting of Shareholders is convened by publishing a notice in the official Swiss 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 Swiss Code or our Articles requiring a quorum for the holding of a General Meeting of Shareholders. In addition see "Item 10.B.3(b) Shareholder Rights" regarding conditions for exercising a shareholder's right to vote at a General Meeting of Shareholders.


10.B.6 Limitations

        There are no limitations under the Swiss Code 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. But see "Item 10.B.3(b) Shareholder Rights" regarding conditions for exercising an ADR holder's right to vote at a shareholder meeting.


10.B.7 Change in Control

        The Articles and the Board Regulations contain no provision that would have an effect of delaying, deferring or preventing a change in control of Novartis and that would operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

        According to the Swiss Merger Act, 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 General Meeting of Shareholders.

        Under the Swiss Stock Exchange Act, shareholders and groups of shareholders acting in concert who acquire more than 331/3% of our shares would be under an obligation to make an offer to acquire all remaining Novartis shares.

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10.B.8 Disclosure of Shareholdings

        Under the Swiss Stock Exchange Act, holders of our voting shares are required to notify us and the SIX Swiss Exchange of the level of their holdings whenever such holdings reach or exceed, or in some cases, fall short of, certain thresholds—3%, 5%, 10%, 15%, 20%, 25%, 331/3%, 50% and 662/3%—of our registered share capital. Following receipt of such notification we are required to inform the public by publishing the information via the electronic publication platform operated by the competent Disclosure Office.

        An additional disclosure obligation exists under the Swiss Code which requires us to disclose, once a year in the notes to the financial statements published in our annual report, the identity of all of our shareholders (or related groups of shareholders) who have been granted exemption entitling them to vote more than 2% of our registered share capital, as described in "Item 10.B.3(b) Shareholder Rights".


10.B.9 Differences in the Law

        See the references to Swiss law throughout this "Item 10.B Memorandum and Articles of Association".


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

        In April 2008, we entered into an agreement with Nestlé S.A. of Switzerland under which we obtained the right to acquire majority ownership in Alcon Inc. (NYSE: ACL) in two steps. The first step was completed on July 7, 2008, when we acquired an initial 25% stake (74 million shares) from Nestlé for $10.4 billion in cash. This investment reflects a price of $140.68 per share (the initial transaction price of $143.18, later reduced to account for the dividend paid by Alcon in May 2008). In the second step, we had the right to acquire Nestlé's remaining 52% majority stake in Alcon between January 1, 2010 and July 31, 2011 for a fixed price of $181.00 per share, or approximately $28 billion. Novartis completed the second step, acquiring Nestlé's 52% stake, on August 25, 2010, for approximately $28.3 billion, or $180 per share.

        On December 15, 2010, we announced that we had entered into a definitive agreement with Alcon to merge Alcon into Novartis, subject to certain approvals and conditions, which when completed would cause Alcon to be 100% owned by Novartis. Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a Contingent Value Amount (CVA) to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash. The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions. Following the expected successful completion of the merger, Alcon is planned to be established as a new Novartis division that will include CIBA Vision and selected ophthalmic medicines.

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10.D Exchange controls

        There are no Swiss governmental laws, decrees or regulations that restrict, in a manner material to Novartis, 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.


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 Withholding 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

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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. 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, 2011, 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):

Armenia   Finland   Kuwait   Russia
Albania   France   Kyrgyzstan   Serbia and
Algeria   Germany   Latvia   Montenegro
Australia   Ghana   Lithuania   Singapore
Austria   Greece   Luxembourg   Slovak Republic
Azerbaijan   Hungary   Macedonia   Slovenia
Bahrain   Iceland   Malaysia   South Africa
Bangladesh   India   Mexico   Spain
Belarus   Indonesia   Moldavia   Sri Lanka
Belgium   Iran   Mongolia   Sweden
Bulgaria   Israel   Morocco   Thailand
Canada   Italy   Netherlands   Trinidad and Tobago
China   Ivory Coast   New Zealand   Tunisia
Croatia   Republic of Ireland   Norway   Ukraine
Czech Republic   Jamaica   Pakistan   United Kingdom
Denmark   Japan   Philippines   United States of America
Ecuador   Kazakhstan   Poland   Uzbekistan
Egypt   Republic of Korea   Portugal   Venezuela
Estonia   (South Korea)   Romania   Vietnam

        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), Brazil, Chile, Colombia, Costa Rica, Georgia, Libya, Malta, North Korea, Peru, Qatar, Senegal, Syria, Tajikistan, Turkey, 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, if the transfer occurs through or with a Swiss bank or other Swiss securities dealer, the Stamp Duty described below. 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.

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        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 at least 10% of our voting stock, and (iv) does not conduct business through a permanent establishment or fixed place of business 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; 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 SIX, and (ii) the sale takes place on the SIX. In addition to this Stamp Duty, the sale of shares by or through a member of the SIX 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 or different 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, partnerships or other pass through entities, persons who acquired our shares pursuant to the exercise of employee stock options or otherwise as compensation and persons who hold directly, indirectly or by attribution, 10% or more of the voting power of our outstanding shares. This discussion generally applies only to US Holders who hold the shares or ADSs as a capital asset (generally, for investment purposes), 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.

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        For purposes of this discussion, a "US Holder" is a beneficial owner of our shares or ADSs who is (i) an individual who is a citizen or 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 or the District of Columbia, (iii) an estate the income of which is subject to US federal income taxation regardless of its source, or (iv) a trust (a) subject to the primary supervision of a US court and the control of one or more US persons or (b) that has a valid election in place to be treated as a US person. 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. Partners in a partnership that holds shares or ADSs are urged to consult their own tax advisor regarding the specific tax consequences of the owning and disposing of such shares or ADSs by the partnership.

        For US federal income tax purposes, a US Holder of ADSs generally will be treated as the beneficial owner of our shares represented by the ADSs. However, see the discussion below under "—Dividends" regarding certain statements made by the US Treasury concerning depositary arrangements.

        This discussion assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

        Dividends.    US Holders will be required to include in gross income, as an item of ordinary income, the full amount (including the amount of any Withholding Tax) of a dividend paid with respect to our shares or ADSs at the time that such dividend is received by the US Holder, in the case of shares, or by the Depository, in the case of ADSs. 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) paid out of our current or accumulated earnings and profits, as determined under US federal income tax principles. To the extent the amount of a distribution by us exceeds our current and accumulated earnings and profits, such excess will first be treated as a tax-free return of capital to the extent of a US Holder's tax basis in the shares or ADSs (with a corresponding reduction in such tax basis), and thereafter will be treated as capital gain, which will be long-term capital gain if the US Holder held our shares or ADSs for more than one year. 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.

        Dividend income in respect of our shares or ADSs 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, any Withholding Tax withheld from a dividend. 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 with respect to dividends received from us. Alternatively, a US Holder may claim the Withholding Tax as a deduction for the taxable year within which the Withholding Tax is paid or accrued, provided a deduction is claimed for all of the foreign income taxes the US Holder pays or accrues 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.

        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 summary 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 the dividend is actually or constructively received by a US Holder, in the case of shares, or by the Depositary, in the case of ADSs, 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, the US Holder generally should not recognize foreign currency gain or loss on such

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conversion. If a US Holder does not convert the Swiss francs so received into US dollars on the date of receipt, the US Holder will have a tax 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.

        For a non-corporate US Holder, the US dollar amount of any dividends paid to it prior to January 1, 2013 that constitute qualified dividend income generally will be taxable at a maximum rate of 15% (which rate is currently scheduled to increase on January 1, 2013), 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, the US Treasury and the US Internal Revenue Service ("IRS") 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 Taxable Disposition.    Upon a sale or other taxable 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 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 long term capital gain generally will be subject to US federal income tax at preferential rates, which rates are currently scheduled to increase on January 1, 2013. The deductibility of capital losses is subject to significant limitations under the Code. Deposits or withdrawals of our shares by US Holders in exchanges for ADSs will not result in the realization of gain or loss for US federal income tax purposes.

        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 received in the United States or through US-related financial intermediaries, 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 and backup withholding requirements. Backup withholding will not apply to a US Holder who furnishes a correct taxpayer identification number 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 a properly-executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a US Holder's US federal income tax liability, and a US Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely 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.

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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 SEC, as well as other information furnished to the SEC, including exhibits and schedules filed with it, at the SEC's public reference room at 100 F Street, N.E., Room 1580, 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 issuers 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 or furnish reports and other information with the SEC under the Securities Exchange Act of 1934 and regulations under that act. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the form 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.


10.I Subsidiary Information

        Not applicable.

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Item 11.    Quantitative and Qualitative Disclosures about Non-Product-Related Market Risk

 
  Change in
constant
currencies
  Change
in $
 

2010(1)

             

Currency impact:

             

Net sales

    14 %   14 %

Operating income

    17 %   15 %

Net income

    20 %   18 %

Core operating income

    24 %   22 %

Core net income

    18 %   17 %

 

 
  Net sales   Operating
expenses
 

2010

             

Net sales and operating costs by currency:

             

$

    36 %   34 %

Euro

    29 %   27 %

CHF

    2 %   13 %

Yen

    8 %   4 %

Other

    25 %   22 %
           

    100 %   100 %
           

 

 
  Liquid
funds
  Financial
debt
 

2010

             

Liquid funds and financial debt by currency (as of December 31):

             

$

    82 %   64 %

Euro

    3 %   13 %

CHF

    11 %   13 %

Yen

    0 %   8 %

Other

    4 %   2 %
           

    100 %   100 %
           

 

 
  Change in
constant
currencies
  Change
in $
 

2009

             

Currency impact:(1)

             

Net sales

    11 %   7 %

Operating income

    13 %   11 %

Net income

    5 %   4 %

Core operating income

    13 %   11 %

Core net income

    11 %   8 %

(1)  The impact of currency movements on operating income and net income and core operating income and core net income related to transactions of an entity conducted in a foreign currency other than the reporting currency of the entity, are excluded.

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  Net sales   Operating
expenses
 

2009

             

Net sales and operating costs by currency:

             

$

    35 %   33 %

Euro

    31 %   31 %

CHF

    3 %   12 %

Yen

    8 %   4 %

Other

    23 %   20 %
           

    100 %   100 %
           

 

 
  Liquid
funds
  Financial
debt
 

2009

             

Liquid funds and financial debt by currency (as of December 31):

             

$

    92 %   46 %

Euro

    1 %   21 %

CHF

    7 %   19 %

Yen

    0 %   12 %

Other

    0 %   2 %
           

    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 and of the currency exposure of certain net investments in foreign subsidiaries. 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. In addition, we do not sell short assets we do not have, or do not know we will have, in the future. We only sell existing assets or enter into 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 these instruments generally would be offset by increases in the value of the underlying transactions.

        Foreign currency exchange rate risk:    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 also use forward contracts and foreign currency option contracts to hedge certain anticipated net revenues in foreign currencies.

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        At December 31, 2010, we had long and short forward exchange and currency option contracts with corresponding values of $4.8 billion and $4.0 billion, respectively. At December 31, 2009, we had long and short forward exchange and currency option contracts with corresponding values of $4.7 billion and $0.1 billion, respectively.

        Net investments in subsidiaries 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 rate should match the currency exchange rate movement, so that the market value of the foreign non-monetary assets should compensate for the change due to currency movements. For this reason, we only hedge the net investments in foreign subsidiaries in exceptional cases.

        Commodity price risk:    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 our risk management tolerance levels. Accordingly, we do not enter into significant commodity futures, forward and option contracts to manage fluctuations in prices of anticipated purchases.

        Interest rate risk:    We address our net exposure to interest rate risk mainly through the proportion of the fixed rate financial debt and variable rate financial debt ratio in our total financial 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 63% at December 31, 2010, was 62% at December 31, 2009 and 29% at December 31, 2008. At December 31, 2010, we had interest rate swaps with corresponding values of $0.1 billion. At December 31, 2009, we had interest rate swaps with corresponding values of $1.0 billion.

        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 to their past financial track record (mainly cash flow and 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.

        Credit risk:    Credit risks arise from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk we periodically assess the financial reliability of customers, taking into account the financial position, past experience and other factors. Individual risk limits are set accordingly. The two largest customers account for approximately 8% of net sales each and the third largest one account for 7% (2009: 8%, 7% and 6%; 2008: 8%, 7% and 6%), each of our net sales in 2010.

        No other customer accounts for 2% or more of our net sales.

        The highest amounts of trade receivables outstanding were for these three customers. They amounted to 9%, 5% and 6%, respectively (2009: 9% and twice 6%, respectively), of the Group's trade receivables at December 31, 2010. There is no other significant concentration of credit risk.

        Counterparty risk:    Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually at least AA rated banks or financial institutions. Exposure to these risks is closely monitored and kept within predetermined parameters. We have policies that limit the amount of credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. In addition, net settlement agreements are contracted with significant counterparties.

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        Our cash and cash equivalents are held with major regulated financial institutions, the largest one holding approximately 14% and the next two other largest ones holding approximately 9% and 8%, respectively (2009: the largest one holding approximately 23% and the next two other largest ones holding approximately 16% and 10%, respectively; 2008: largest one holding approximately 34% and the next two other largest ones holding approximately 28% and 11%, respectively).

        We do not expect any losses from non-performance by these counterparties and do not have any significant grouping of exposures to financial sector or country risk.

        Liquidity risk:    Liquidity risk is defined as the risk that we would not be able to settle or meet our obligations on time or at a reasonable price. Group Treasury is responsible for liquidity, funding as well as settlement management. In addition, liquidity and funding risks, related processes and policies are overseen by management. We manage our liquidity risk on a consolidated basis based on business needs, tax, capital or regulatory considerations, if applicable, through numerous sources of finance in order to maintain flexibility. Management monitors our net liquidity position through rolling forecasts on the basis of expected cash flows.

        Capital risk management:    We strive to maintain strong debt ratings. In managing our capital, we focus on a sound debt/equity ratio. Credit agencies in 2010 maintained their ratings for Novartis. Moody's rated the Group as Aa2 for long-term maturities and P–1 for short-term maturities and Standard & Poor's had a rating of AA- for long-term and A–1+ for short-term maturities. Fitch had a long-term rating of AA and a short-term rating of F1+.

        Our 2010 year-end debt/equity ratio increased to 0.33:1 from 0.24:1 in 2009 principally due to additional financing programs. Our 2009 year-end debt/equity ratio increased to 0.24:1 from 0.15:1 in 2008 principally due to additional financing programs.

        Value at risk:    We use a value at risk (VAR) computation to estimate the potential ten-day loss in the fair value of our financial instruments.

        We use a ten-day period because of an assumption that not all positions could be undone in one day, given the size of the positions. The VAR computation includes our financial debt, short-term and long-term investments, foreign currency forwards, swaps and options as well as anticipated transactions. Foreign currency trade payables and receivables as well as net investments in foreign subsidiaries are included in 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 foreign currency rate movements over a sixty-day period for the calculation of VAR amounts.

        The estimated potential ten day loss in pre-tax earnings from our foreign currency instruments, the estimated potential ten day loss on our equity holdings and the estimated potential ten day loss in fair

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value of our interest rate sensitive instruments (primarily financial debt and investments of liquid funds under normal market conditions) as calculated in the VAR model, are the following:

 
  At
December 31,
2010
  At
December 31,
2009
 
 
  $ millions
  $ millions
 

All financial instruments

    311     183  

Analyzed by components:

             

Instruments sensitive to foreign currency rates

    193     106  

Instruments sensitive to equity market movements

    27     43  

Instruments sensitive to interest rates

    219     108  

        The average, high, and low VAR amounts are as follows:

 
  Average   High   Low  
 
  $ millions
  $ millions
  $ millions
 

2010

                   

All financial instruments

    267     319     139  

Analyzed by components:

                   

Instruments sensitive to foreign currency rates

    192     271     98  

Instruments sensitive to equity market movements

    49     76     27  

Instruments sensitive to interest rates

    164     219     70  

 

 
  Average   High   Low  
 
  $ millions
  $ millions
  $ millions
 

2009

                   

All financial instruments

    202     309     152  

Analyzed by components:

                   

Instruments sensitive to foreign currency rates

    152     212     104  

Instruments sensitive to equity market movements

    98     159     43  

Instruments sensitive to interest rates

    107     155     12  

        The VAR computation is a risk analysis tool designed to statistically estimate the maximum potential ten day loss from adverse movements in foreign currency rates, equity prices and interest rates under normal market conditions. The computation does not purport to represent actual losses in fair value on 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.

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        In addition to these VAR analyses, we use stress testing techniques which are aimed to reflect 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 2010 and 2009, the worst case loss scenario was configured as follows:

 
  At
December 31,
2010
  At
December 31,
2009
 
 
  $ millions
  $ millions
 

All financial instruments

    406     265  

Analyzed by components:

             

Instruments sensitive to foreign currency rates

    286     139  

Instruments sensitive to equity market movements

    59     96  

Instruments sensitive to interest rates

    62     30  

        In our risk analysis, we consider this worst case scenario acceptable as it could reduce income, but would not endanger our solvency 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.

        The major financial risks facing the Group are managed centrally by Group Treasury. Only residual risks and some currency risks are managed in the subsidiaries. However the collective amount of the residual risks is below 10% of the global risks.

        We have a written Treasury Policy and have implemented a strict segregation of front office and back office controls. The Group does regular reconciliations of its positions with its counterparties. In addition the Treasury function is included in Management's internal control assessment.

        For further information, see "Item 18. Financial Statements—note 16".

Item 12.    Description of Securities other than Equity Securities

12.A Debt Securities

        Not applicable.


12.B Warrants and Rights

        Not applicable.


12.C Other Securities

        Not applicable.

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12.D American Depositary Shares

Fees Payable By ADS Holders

        According to our Deposit Agreement with the ADS depositary, JPMorgan Chase Bank (JPMorgan), holders of our ADSs may have to pay to JPMorgan, either directly or indirectly, fees or charges up to the amounts set forth below:

Category
  Depositary actions   Associated Fee
Depositing or substituting underlying shares   Acceptance of shares surrendered, and issuance of ADSs in exchange, including surrenders and issuances in respect of:
—Share distributions
—Stock split
—Rights
—Merger
—Exchange of shares or any other transaction or event or other distribution affecting the ADSs or the deposited shares
  $5.00 for each 100 ADSs (or portion thereof) evidenced by the new ADSs delivered
Withdrawing underlying shares   Acceptance of ADSs surrendered for withdrawal of deposited shares   $5.00 for each 100 ADSs (or portion thereof) evidenced by the ADSs surrendered
Selling or exercising rights   Distribution or sale of shares, the fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such shares   $5.00 for each 100 ADSs (or portion thereof)
Transferring, splitting or grouping receipts   Transfers, combining or grouping of depositary receipts   $2.50 per ADS
Expenses of the depositary   Expenses incurred on behalf of holders in connection with
—compliance with foreign exchange control regulations or any law or regulation relating to foreign investment
—the depositary's or its custodian's compliance with applicable law, rule or regulation.
—stock transfer or other taxes and other governmental charges
—cable, telex and facsimile transmission and delivery
—expenses of the depositary in connection with the conversion of foreign currency into US dollars (which are paid out of such foreign currency)
—any other charge payable by any of the depositary or its agents
  Expenses payable at the sole discretion of the Depositary by billing Holders or by deducting charges from one or more cash dividends or other cash distributions.
Advance tax relief   Tax relief/reclamation process for qualified holders.   A depositary service charge of $0.0035 per ADS

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Fees Payable By The Depositary To The Issuer

        JPMorgan, as depositary, has agreed to reimburse Novartis $3.5 million per year for expenses directly related to our ADS program (the "Program") which were incurred during the year, including Program-related legal fees, expenses related to investor relations in the US, US investor presentations, ADS-related financial advertising and public relations, fees and expenses of JPMorgan as administrator of the ADS Direct Plan, reasonable accountants' fees in relation to our Form 20-F, maintenance and broker reimbursement expenses. Because our expenses related to these categories exceed $3.5 million (see, for example, the amount of our accountants' fees set forth at "Item 16C. Principal Accountant Fees and Services—Auditing and Additional Fees"), the $3.5 million cannot be deemed to have reimbursed us for any particular one or more of these expenses.

        JPMorgan has further agreed to waive an annual maintenance fee of $50,000 associated with the administration of the Program, and not to seek reimbursement of up to $50,000 of out-of-pocket expenses incurred annually in providing such administrative services. In addition, JPMorgan has agreed to reimburse us for our annual NYSE listing fees incurred during the initial term of our agreement with JPMorgan.

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Part II

Item 13.    Defaults, Dividend Arrearages and Delinquencies

        None.

Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds

        None.

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Item 15.    Controls and Procedures

        (a)   Novartis AG's chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Form 20-F, have concluded that, as of such date, our disclosure controls and procedures were effective.

        (b)   Report of Novartis Management on Internal Control Over Financial Reporting: Novartis' Board of Directors and management of the Group are responsible for establishing and maintaining adequate internal control over financial reporting. The Novartis Group's internal control system was designed to provide reasonable assurance to the Novartis Group's management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements.

        All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        Novartis Group management assessed the effectiveness of the Group's internal control over financial reporting as of December 31, 2010. In making this assessment, it used the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment management concluded that, as of December 31, 2010, Novartis Group's internal control over financial reporting is effective based on those criteria.

        PricewaterhouseCoopers AG, Switzerland (PwC), an independent registered public accounting firm, has issued an opinion on the effectiveness of the Group's internal control over financial reporting which is included under "Item 18. Financial Statements" on page F-2.

        (c)   See the report of PwC, an independent registered public accounting firm, included under "Item 18. Financial Statements" on page F-2.

        (d)   There were no changes to our internal control over financial reporting that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A.    Audit Committee Financial Expert

        Our Audit and Compliance Committee has determined that Srikant Datar, Ulrich Lehner and Hans-Joerg Rudloff each possess specific accounting and financial management expertise and that each is an Audit Committee Financial Expert as defined by the US Securities and Exchange Commission (SEC). The Board of Directors has also determined that other members of the Audit and Compliance Committee have sufficient experience and ability in finance and compliance matters to enable them to adequately discharge their responsibilities.

Item 16B.    Code of Ethics

        In addition to our Code of Conduct, which is applicable to all of our associates, we have adopted a Code of Ethical Conduct that imposes additional obligations on our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. This document is accessible on our Internet website at

        http://www.novartis.com/investors/corporate-governance.shtml

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Item 16C.    Principal Accountant Fees and Services

Duration of the Mandate and Terms of Office of the Independent Auditors

        Based on a recommendation by the Audit and Compliance Committee, the Board nominates an independent auditor for election at the Annual General Meeting. PricewaterhouseCoopers (PwC) assumed its existing auditing mandate for Novartis in 1996. Peter Kartscher, auditor in charge, and Michael P. Nelligan, global relationship partner, began serving in their role in 2009. The Audit and Compliance Committee ensures that the lead auditor partner is rotated at least every five years.

Auditing and Additional Fees

        PwC charged the following fees for professional services rendered for the 12-month periods ended December 31, 2010 and December 31, 2009:

 
  2010   2009  
 
  $ thousands
  $ thousands
 

Audit Services

    23,675     24,360  

Audit-Related Services

    2,140     4,300  

Tax Services

    1,485     110  

Other Services

    110     100  
           

Total

    27,410     28,870  
           

        PwC fees charged to Alcon of approximately $1.6 million, mainly for tax services, are included reflecting the professional services rendered after Novartis took over majority ownership on August 25, 2010.

        Audit Services are defined as the standard audit work performed each year in order to issue opinions on the consolidated financial statements of the Group, to issue opinions relating to the effectiveness of the Group's internal controls over financial reporting, and to issue reports on local statutory financial statements. Also included are audit services that can only be provided by the Group auditor, such as auditing of nonrecurring transactions and implementation of new accounting policies, audits of accounting infrastructure system controls, pre-issuance reviews of quarterly financial results, consents and comfort letters and any other audit services required for SEC or other regulatory filings.

        Audit-Related Services include those other assurance services provided by the independent auditor but not restricted to those that can only be provided by the auditor signing the audit report. They comprise amounts for services such as acquisition due diligence and related audits, audits of pension and benefit plans, IT infrastructure control assessments, contractual audits of third-party arrangements, assurance services on corporate citizenship reporting, and consultation regarding new accounting pronouncements.

        Tax Services represent tax compliance, tax returns, assistance with historical tax matters and other tax-related services.

        Other Services include training in the finance area, benchmarking studies, assessment of certain non-financial processes and license fees for use of accounting and other reporting guidance databases.

        As the independent auditor, PwC is responsible for opining on whether the audited financial statements comply with International Financial Reporting Standards (IFRS) and Swiss law. Additionally, PwC is responsible for opining on the effectiveness of internal control over financial reporting.

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        The Audit and Compliance Committee is responsible for overseeing the conduct of these activities by management and PwC. During 2010, the Audit and Compliance Committee held 6 meetings. At each of these meetings, PwC was invited to attend during the discussion of agenda items that dealt with accounting, financial reporting or auditing matters. PwC provided to the Audit and Compliance Committee the written disclosures required by Rule 3526, Communication with Audit Committees Concerning Independence, of the Public Company Accounting Oversight Board (PCAOB), and the Audit and Compliance Committee and PwC have discussed PwC's independence from Novartis and Novartis management.

        Based on the reviews and discussions with management and PwC referred to above, the Audit and Compliance Committee recommended to the Board, and the Board approved, inclusion of the audited financial statements in the Annual Report for the year ended December 31, 2010.

Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors

        The Audit and Compliance Committee's pre-approval is required for all audit and non-audit services provided by PwC. These services may include audit services, audit-related services, tax services and other services, as described above. Pre-approval is detailed as to the particular service or categories of services, and is subject to a specific budget.

        PwC and management report, on a quarterly basis, to the Audit and Compliance Committee regarding the extent of services provided in accordance with this pre-approval and the fees for the services performed to date. The Audit and Compliance Committee may also pre-approve additional services on a case-by-case basis.

Item 16D.    Exemptions from the Listing Standards for Audit Committees

        Not Applicable.

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Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchaser

2010
  Total Number of
Shares Purchased(1)
(a)
  Average Price
Paid per Share
in $
(b)
  Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs(2)
(c)
  Maximum
Approximate
Value of Shares
that may yet be
purchased under
the Plans or
Programs in CHF
(d)
  Maximum
Approximate
Value of Shares
that may yet be
purchased under
the Plans or
Programs in $(3)
(e)
 
 
   
   
   
  (CHF millions)
  ($ millions)
 
Jan. 1-31     101,591     53.70           9,704     9,217  
Feb. 1-28     627,486     57.42           9,704     8,995  
Mar. 1-31     263,445     54.74           9,704     9,095  
Apr. 1-30     290,378     52.25           9,704     8,985  
May 1-31     275,137     48.37           9,704     8,381  
Jun. 1-30     132,657     49.29           9,704     8,958  
Jul. 1-31     104,898     51.84           9,704     9,325  
Aug. 1-31     578,073     51.48           9,704     9,487  
Sep. 1-30     1,263,862     54.93           9,704     9,914  
Oct. 1-31     136,766     58.63           9,704     9,849  
Nov. 1-30     1,469,744     56.83           9,704     9,738  
Dec. 1-31     247,491     57.22           9,704     10,314  
                           
Total     5,491,528     54.86     0              
                           

(1)
Column (a) shows shares we purchased as outside of our publicly announced repurchase program: (1) shares which we purchased on the open market; and (2) shares which we purchased from Swiss employees who had obtained the shares through a Novartis Employee Ownership Plan. See "Item 6. Directors, Senior Management and Employees—6.B Compensation—Compensation for Novartis Associates."

(2)
Column (c) shows shares purchased as part of our sixth share repurchase program which was approved by the shareholders February 26, 2008 for an amount of up to CHF 10.0 billion. See "Item 5. Operating and Financial Review and Prospects—5.B Liquidity and Capital Resources—Share Repurchase Program."

(3)
Column (e) shows the Swiss franc amount from column (d) converted into US dollars as of the month-end, using the Swiss franc/US dollar exchange rate at the applicable month-end.

Item 16F.   Change in Registrant's Certifying Accountant

        Not applicable.

Item 16G.    Corporate Governance

        Novartis ADSs are listed on the NYSE. Our corporate governance practices differ from those followed by domestic companies as required under the listing standards of the NYSE in that our shareholders do not receive written reports from committees of the Board of Directors. Also, our external auditors are appointed by our shareholders at the Annual General Meeting, as opposed to being appointed by the Audit and Compliance Committee. In addition, while our shareholders cannot vote on all equity compensation plans, they are entitled to hold a consultative vote on the compensation system of Novartis. The vote takes place before every significant change to the compensation system, but at least every third Annual General Meeting. Finally, our Board of Directors has set up a separate Risk Committee that is responsible for risk oversight, as opposed to delegating this responsibility to the Audit and Compliance Committee.

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Part III

Item 17.    Financial Statements

        See "Item 18. Financial Statements."

Item 18.    Financial Statements

        The following financial statements are filed as part of this annual report on Form 20-F.

 
  Page

Index to consolidated financial statements

  F-1

Report of PricewaterhouseCoopers AG

 
F-2

Consolidated income statements

 
F-4

Consolidated statements of comprehensive income

 
F-5

Consolidated statements of changes in equity

 
F-6

Consolidated balance sheets

 
F-7

Consolidated cash flow statements

 
F-8

Notes to the consolidated financial statements

 
F-9

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Item 19.    Exhibits

  1.1   Articles of Incorporation, as amended February 26, 2010 (English translation) (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-4 as filed with the SEC on December 23, 2010).
  1.2   Regulations of the Board and Committee Charters of Novartis AG, as amended February 1, 2010 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form F-4 as filed with the SEC on December 23, 2010).
  2.1   Restricted Issuance Agreement dated as of January 11, 2002 among Novartis AG, J.P. Morgan Chase & Co., as depositary, and all holders from time to time of ADRs issued thereunder (incorporated by reference to Exhibit 4 to the Registration Statement on Form F-3, File No. 333-81862, as filed with the SEC on January 31, 2002).
  2.2   Letter Agreement dated October 27, 2004 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.2 to the Form 20-F for the year ended December 31, 2004 as filed with the SEC on January 28, 2005).
  2.3   Letter Agreement dated September 12, 2005 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.3 to the Form 20-F for the year ended December 31, 2005 as filed with the SEC on January 30, 2006).
  2.4   Letter Agreement dated December 14, 2007 between Novartis AG and JPMorgan Chase Bank, as depositary (incorporated by reference to Exhibit 2.4 to the Form 20-F for the year ended December 31, 2007 as filed with the SEC on January 28, 2008).
  4.1   Purchase and Option Agreement as of 6 April 2008 between Nestlé S.A. and Novartis AG concerning the sale and purchase of common shares of Alcon, Inc. owned by the seller (incorporated by reference to Exhibit 4.5 to the Form 20-F for the year ended December 31, 2008 as filed with the SEC on January 28, 2009).
  4.2   Shareholders Agreement as of 6 April 2008 among Nestlé S.A. and Novartis AG concerning certain matters with respect to Alcon, Inc. and any common shares of the company with a par value of CHF 0.20 per share, whether or not issued (incorporated by reference to Exhibit 4.6 to the Form 20-F for the year ended December 31, 2008 as filed with the SEC on January 28, 2009).
  4.3   Merger Agreement dated December 14, 2010, between Novartis AG and Alcon, Inc. (incorporated by reference to Annex A to the Registration Statement on Form F-4 as filed with the SEC on December 23, 2010).
  6.1   For earnings per share calculation, see "Item 18. Financial Statements—note 7."
  8.1   For a list of all of our principal Group subsidiaries and associated companies, see "Item 18. Financial Statements—note 31."
  12.1   Certification of Joseph Jimenez, Chief Executive Officer of Novartis AG, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  12.2   Certification of Jonathan Symonds, Chief Financial Officer of Novartis AG, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  13.1   Certification of Joseph Jimenez, Chief Executive Officer of Novartis AG, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  13.2   Certification of Jonathan Symonds, Chief Financial Officer of Novartis AG, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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  14.1   Consent of PricewaterhouseCoopers AG to the incorporation by reference of the audit report contained in this Form 20-F into Novartis AG's Registration Statement on Form F-3ASR as filed with the SEC on September 26, 2008 (File No. 333-153696), on Form F-3ASR filed on March 5, 2009 (File No. 333-157707), on Form F-3 filed on May 11, 2001 (File No. 333-60712), on Form F-3 filed on January 31, 2002 (File No. 333-81862), on Form F-4 filed on December 23, 2010 (File No. 333-171381), on Form S-8 filed on October 1, 2004 (File No. 333-119475), on Form S-8 filed on September 5, 2006 (File No. 333-137112), on Form S-8 filed on October 29, 2009 (File No. 333-162727) and on Form S-8 filed on January 18, 2011 (File No. 333-171739).

264



SIGNATURES

        The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

    NOVARTIS AG

 

 

By:

 

/s/ JONATHAN SYMONDS

Name: Jonathan Symonds
Title:
Chief Financial Officer, Novartis Group

 

 

By:

 

/s/ THOMAS WERLEN

Name: Thomas Werlen
Title:
General Counsel, Novartis Group

Date: January 27, 2011

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NOVARTIS GROUP

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
  Page  

Report of PricewaterhouseCoopers AG

    F-2  

Consolidated income statements

   
F-4
 

Consolidated statements of comprehensive income

   
F-5
 

Consolidated statements of changes in equity

   
F-6
 

Consolidated balance sheets

   
F-7
 

Consolidated cash flow statements

   
F-8
 

Notes to the consolidated financial statements

   
F-9
 

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Novartis AG, Basel

We have completed integrated audits of Novartis AG and its consolidated subsidiaries (Novartis Group) consolidated financial statements and of Novartis Groups' internal control over financial reporting as of December 31, 2010. Our opinions, based on our integrated audits, are presented below.


Consolidated financial statements

We have audited the accompanying consolidated financial statements of the Novartis Group as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010 (comprising consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated balance sheets, consolidated cash flow statements and notes) as set out on pages F-4 through F-118 in this Form 20-F.

These consolidated financial statements are the responsibility of the Board of Directors and management. Our responsibility is to express an opinion on these consolidated financial statements based on our integrated audits.

We conducted our audits in accordance with Swiss Auditing Standards, International Standards on Auditing and the standards of the Public Company Accounting Oversight Board of the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit of consolidated financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Novartis Group at December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.


Internal control over financial reporting

We have also audited the effectiveness of the Novartis Group's internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Novartis' Board of Directors and management of the Group are responsible for maintaining effective internal control over financial reporting and management is responsible for the assessment of the effectiveness of internal control over financial reporting included in the accompanying "Report of Novartis Management on Internal Control Over Financial Reporting" appearing under Item 15(b). Our responsibility is to express an opinion on the Novartis Group's internal control over financial reporting based on our integrated audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board of the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includes performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the applicable accounting standards. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the applicable accounting standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Novartis Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

PricewaterhouseCoopers AG

/s/ PETER M. KARTSCHER

Peter M. Kartscher
Audit expert
Auditor in charge
  /s/ MICHAEL P. NELLIGAN

Michael P. Nelligan
Global relationship partner

Basel, January 26, 2011

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NOVARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENTS

(for the years ended December 31, 2010, 2009 and 2008)

 
  Note   2010   2009   2008  
 
   
  $ millions
  $ millions
  $ millions
 

Net sales

    3     50,624     44,267     41,459  

Other revenues

          937     836     1,125  

Cost of Goods Sold

          (14,488 )   (12,179 )   (11,439 )
                     

Gross profit

          37,073     32,924     31,145  

Marketing & Sales

          (13,316 )   (12,050 )   (11,852 )

Research & Development

          (9,070 )   (7,469 )   (7,217 )

General & Administration

          (2,481 )   (2,281 )   (2,245 )

Other income

          1,234     782     826  

Other expense

          (1,914 )   (1,924 )   (1,693 )
                     

Operating income

    3     11,526     9,982     8,964  

Income from associated companies

    4     804     293     441  

Financial income

    5     64     198     384  

Interest expense

    5     (692 )   (551 )   (290 )
                     

Income before taxes

          11,702     9,922     9,499  

Taxes

    6     (1,733 )   (1,468 )   (1,336 )
                     

Net income from continuing operations

          9,969     8,454     8,163  

Net income from discontinued operations

                      70  
                     

Net income

          9,969     8,454     8,233  
                     

Attributable to:

                         
 

Shareholders of Novartis AG

          9,794     8,400     8,195  
 

Non-controlling interests

          175     54     38  

Basic earnings per share ($)

   
7
                   

—Continuing operations

          4.28     3.70     3.59  

—Discontinued operations

                      0.03  
                     

—Total

          4.28     3.70     3.62  
                     

Diluted earnings per share ($)

    7                    

—Continuing operations

          4.26     3.69     3.56  

—Discontinued operations

                      0.03  
                     

—Total

          4.26     3.69     3.59  
                     

The accompanying notes form an integral part of the consolidated financial statements.

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NOVARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(for the years ended December 31, 2010, 2009 and 2008)

 
  Note   2010   2009   2008  
 
   
  $ millions
  $ millions
  $ millions
 

Net income from continuing operations

          9,969     8,454     8,163  

Fair value adjustments on financial instruments, net of taxes

    8.1     (33 )   93     (510 )

(Losses)/gains from defined benefit plans, net of taxes

    8.2     (685 )   949     (2,140 )

Novartis share of other items recorded in comprehensive income recognized by associated companies, net of taxes

    8.3     (94 )   (43 )   (201 )

Revaluation of previously owned non-controlling interest

    8.4                 38  

Currency translation effects

    8.5     554     789     (1,122 )

Net income from discontinued operations

                      70  
                     

Total comprehensive income

          9,711     10,242     4,298  
                     

Attributable to:

                         
 

Shareholders of Novartis AG

          9,524     10,180     4,275  
 

Non-controlling interests

          187     62     23  

The accompanying notes form an integral part of the consolidated financial statements.

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NOVARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(for the years ended December 31, 2010, 2009 and 2008)

 
  Note   Share
capital
  Treasury
shares
  Share
premium
  Retained
earnings
  Total fair
value
adjustments
attributable
to Novartis
  Total
reserves
  Non-
controlling
interests
  Total
equity
 
 
   
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Total equity at January 1, 2008

          990     (175 )   198     45,031     3,179     48,408     173     49,396  
                                         

Total comprehensive income

                            8,009     (3,734 )   4,275     23     4,298  

Dividends

    9.1                       (3,345 )         (3,345 )         (3,345 )

Acquisition of treasury shares, net

    9.2                       (435 )         (435 )         (435 )

Reduction of share capital

    9.3     (31 )   36                                   5  

Equity-based compensation

    9.4                       565           565           565  

Changes in non-controlling interests

                                              (47 )   (47 )
                                             

Total of other equity movements

          (31 )   36           (3,215 )         (3,215 )   (47 )   (3,257 )
                                               

Total equity at December 31, 2008

          959     (139 )   198     49,825     (555 )   49,468     149     50,437  
                                         

Total comprehensive income

                            8,357     1,823     10,180     62     10,242  
                                               

Dividends

    9.1                       (3,941 )         (3,941 )         (3,941 )

Sale of treasury shares, net

    9.2           1           224           224           225  

Reduction of share capital

    9.3     (2 )   2                                      

Equity-based compensation

    9.4           4           631           631           635  

Changes in non-controlling interests

                                              (136 )   (136 )
                                             

Total of other equity movements

          (2 )   7           (3,086 )         (3,086 )   (136 )   (3,217 )
                                         

Total equity at December 31, 2009

          957     (132 )   198     55,096     1,268     56,562     75     57,462  
                                         

Total comprehensive income

                            9,700     (176 )   9,524     187     9,711  
                                               

Dividends

    9.1                       (4,486 )         (4,486 )         (4,486 )

Sale of treasury shares, net

    9.2           4           338           338           342  

Equity-based compensation

    9.4           3           596           596           599  

Impact of change of ownership of consolidated entities

    9.5                       (74 )         (74 )         (74 )

Excess of the purchase price for acquiring non-controlling interest compared to the recorded amounts

    9.6                       (96 )         (96 )         (96 )

Changes in non-controlling interests

    9.7                                         6,311     6,311  
                                               

Total of other equity movements

                7           (3,722 )         (3,722 )   6,311     2,596  
                                         

Total equity at December 31, 2010

          957     (125 )   198     61,074     1,092     62,364     6,573     69,769  
                                         

The accompanying notes form an integral part of the consolidated financial statements.

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NOVARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

(at December 31, 2010 and 2009)

 
  Note   2010   2009  
 
   
  $ millions
  $ millions
 

Assets

                   

Non-current assets

                   

Property, plant & equipment

    10     15,840     14,075  

Goodwill

    11     29,692     12,039  

Intangible assets other than goodwill

    11     35,231     10,331  

Investments in associated companies

    4     8,385     17,791  

Deferred tax assets

    12     5,240     4,615  

Financial assets

    13     1,840     2,635  

Other non-current non-financial assets

          405     328  
                 

Total non-current assets

          96,633     61,814  
                 

Current assets

                   

Inventories

    14     6,093     5,830  

Trade receivables

    15     9,873     8,310  

Marketable securities and derivative financial instruments

    16     2,815     14,555  

Cash and cash equivalents

          5,319     2,894  

Other current assets

    17     2,585     2,102  
                 

Total current assets

          26,685     33,691  
                 

Total assets

          123,318     95,505  
                 

Equity and liabilities

                   

Equity

                   

Share capital

    18     957     957  

Treasury shares

    18     (125 )   (132 )

Reserves

          62,364     56,562  
                 

Issued share capital and reserves attributable to Novartis AG shareholders

          63,196     57,387  

Non-controlling interests

          6,573     75  
                 

Total equity

          69,769     57,462  
                 

Liabilities

                   

Non-current liabilities

                   

Financial debts

    19     14,360     8,675  

Deferred tax liabilities

    12     7,689     4,407  

Provisions and other non-current liabilities

    20     6,842     5,491  
                 

Total non-current liabilities

          28,891     18,573  
                 

Current liabilities

                   

Trade payables

          4,788     4,012  

Financial debts and derivative financial instruments

    21     8,627     5,313  

Current income tax liabilities

          1,710     1,816  

Provisions and other current liabilities

    22     9,533     8,329  
                 

Total current liabilities

          24,658     19,470  
                 

Total liabilities

          53,549     38,043  
                 

Total equity and liabilities

          123,318     95,505  
                 

The accompanying notes form an integral part of the consolidated financial statements.

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NOVARTIS GROUP CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED CASH FLOW STATEMENTS

(for the years ended December 31, 2010, 2009 and 2008)

 
  Note   2010   2009   2008  
 
   
  $ millions
  $ millions
  $ millions
 

Net income from continuing operations

          9,969     8,454     8,163  

Reversal of non-cash items

    23.1     6,162     5,448     4,514  

Dividends from associated companies

          568     504     248  

Dividends received from marketable securities

          3     3     9  

Interest received

          170     106     392  

Interest paid

          (525 )   (268 )   (226 )

Other financial receipts

                      10  

Other financial payments

          (145 )   (386 )   (42 )

Taxes paid

          (2,616 )   (1,623 )   (1,939 )
                     

Cash flows before working capital and provision changes

          13,586     12,238     11,129  

Restructuring payments and other cash payments from provisions

          (1,281 )   (735 )   (730 )

Change in net current assets and other operating cash flow items

    23.2     1,762     688     (630 )
                     

Cash flows from operating activities

          14,067     12,191     9,769  
                     

Purchase of property, plant & equipment

          (1,678 )   (1,887 )   (2,106 )

Proceeds from sales of property, plant & equipment

          36     48     58  

Purchase of intangible assets

          (554 )   (846 )   (210 )

Proceeds from sales of intangible assets

          545     51     169  

Purchase of financial assets

          (124 )   (215 )   (131 )

Proceeds from sales of financial assets

          66     124     99  

Purchase of non-current non-financial assets

          (15 )   (23 )   (5 )

Proceeds from sales of non-current non-financial assets

          3     3     3  

Acquisition of interest in associated company

                      (10,447 )

Acquisitions and divestments of businesses (excluding discontinued operations)

    23.3     (26,666 )   (925 )   (1,079 )

Acquisition of non-controlling interests

                (81 )      

Purchase of marketable securities

          (40,569 )   (14,103 )   (4,020 )

Proceeds from sales of marketable securities

          53,200     3,635     7,302  
                     

Cash flows used in investing activities

          (15,756 )   (14,219 )   (10,367 )
                     

Acquisition of treasury shares

          (311 )   (461 )   (3,348 )

Disposal of treasury shares

          711     685     2,875  

Increase in non-current financial debts

          5,674     7,052     1,481  

Repayment of non-current financial debts

          (5 )   (22 )   (68 )

Change in current financial debts

          2,610     (491 )   (118 )

Proceeds from issuance of share capital to third parties by subsidiaries

          19     39        

Dividends paid to non-controlling interests and other financing cash flows

          (96 )   (52 )   (50 )

Dividends paid to shareholders of Novartis AG

          (4,486 )   (3,941 )   (3,345 )
                     

Cash flows from / used in financing activities

          4,116     2,809     (2,573 )
                     

Cash flow from discontinued operations

    23.4                 (105 )

Net effect of currency translation on cash and cash equivalents

          (2 )   75     (46 )
                     

Net change in cash and cash equivalents

          2,425     856     (3,322 )

Cash and cash equivalents at January 1

          2,894     2,038     5,360  
                     

Cash and cash equivalents at December 31

          5,319     2,894     2,038  
                     

The accompanying notes form an integral part of the consolidated financial statements.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS

1.     Accounting policies

        The Novartis Group (Group or Novartis) consolidated financial statements comply with the International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB). They are prepared in accordance with the historical cost convention except for items that are required to be accounted for at fair value.

        The preparation of financial statements requires management to make estimates and other judgments that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from those estimates.


Scope of consolidation

        The consolidated financial statements include all companies that Novartis AG, Basel, Switzerland directly or indirectly controls (generally more than 50% of voting interest). Special purpose entities, irrespective of their legal structure, are consolidated in instances where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from their activities.

        Investments in associated companies (defined as investments in companies in which Novartis holds between 20% and 50% of voting shares or over which it otherwise has significant influence) and joint ventures are accounted for using the equity method. In these situations, the Group records its share of the associated company's net income and equity. The share of results attributed to Novartis from these associated companies is included in the income statement line "Income from associated companies" and is calculated after the deduction of related taxes and non-controlling interests included in the financial results of the associated company.


Principles of consolidation

        The Group's financial year end is December 31, and the annual closing date of the individual financial statements incorporated into the Group's consolidated financial statements is December 31.

        The acquisition method of accounting is used to account for business combinations by the Group in transactions where Novartis takes control of another entity, including consideration of IFRS 3 (revised) "Business Combinations" which was adopted with effect from January 1, 2010. The cost of an acquisition is measured as the fair value of the transferred assets as well as incurred or assumed liabilities at the date of acquisition. Up to December 31, 2009 contingent consideration would not have been generally recorded at the date of acquisition. From January 1, 2010 the fair value of any contingent consideration potentially due to former owners of the acquired business is also included in the cost of the acquisition. Costs directly attributable to an acquisition were capitalized up to December 31, 2009. Costs for acquisitions subsequent to January 1, 2010 are expensed. Identifiable acquired assets as well as assumed liabilities and contingent liabilities obtained in a business combination are measured initially at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the consideration transferred to obtain a controlling interest and the fair value of any previous non-controlling interest in the acquiree, over the fair value of the Group's share of net identifiable assets in a business combination, is recorded as a goodwill in the balance sheet and is denominated in the functional currency of the related acquisitions. Up to December 31, 2009, the excess of the cost of an acquisition over the Group's share of the fair value of acquired net identifiable assets related to acquiring an additional interest in an already controlled entity was also recorded as goodwill. From January 1, 2010 such amounts are recorded in consolidated equity. Up to December 31, 2009 any difference between the proceeds received from reducing the interest in a

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


controlled entity compared to the share of the related net assets was recorded in the consolidated income statement. From January 1, 2010 such amounts are recorded in consolidated equity. Up to December 31, 2009, for an acquisition of an entity in stages, any revaluation of an initial non-controlling interest in an entity required as a result of obtaining control was recognized in a separate component of comprehensive income. From January 1, 2010 such amounts are recorded in the consolidated income statement. Also from January 1, 2010 Novartis has elected to value any remaining outstanding non-controlling interest in a controlled subsidiary only at its proportionate share of the fair value of the net identified assets. Companies acquired or disposed of during the year are included in the consolidated financial statements from the date of acquisition or until the date of disposal.

        Intercompany income and expenses, including unrealized profits from internal Novartis transactions and intercompany receivables and payables, are eliminated.


Foreign currencies

        The consolidated financial statements of Novartis are expressed in US dollars ($). The functional currency of certain Swiss and foreign finance companies used for preparing the consolidated financial statements is $ instead of the respective local currencies. This reflects the fact that the cash flows and transactions of these entities are primarily denominated in $. Generally, the respective local currency is used as the functional currency for other entities. In the respective entity financial statements, monetary assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rate at the balance sheet date. Transactions are recorded using the approximate exchange rate at the time of the transaction. All resulting foreign exchange transaction gains and losses are recognized in the entity's income statement.

        Income, expense and cash flows of the consolidated entities have been translated into $ using the average of monthly exchange rates during the year. Balance sheets are translated using year-end exchange rates. Translation differences arising from movements in exchange rates used to translate equity and long-term intercompany financing transactions relating to net investments in a foreign entity, retained earnings and other equity components and net income for the year are allocated directly to the cumulative translation effects included in the fair value adjustments in the consolidated statement of comprehensive income. Translation gains and losses accumulated in the consolidated statement of comprehensive income are included in the income statement when the foreign operation is completely or partially liquidated or is sold.


Property, plant & equipment

        Land is recorded at acquisition cost less accumulated impairment, if any. Prepayments for long-term leasehold land agreements are amortized over the life of the lease.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)

        Other items of property, plant & equipment are recorded at acquisition cost or production cost and are depreciated on a straight-line basis to the income statement over the following estimated useful lives:

Buildings

  20 to 40 years

Other property, plant & equipment:

   

—Machinery and equipment

  7 to 20 years

—Furniture and vehicles

  5 to 10 years

—Computer hardware

  3 to 7 years

        Additional costs that enhance the future economic benefit of property, plant & equipment are capitalized. Government grants for construction activities and equipment are deducted from the carrying value of the assets. With effect from January 1, 2009 as required by IAS 23, borrowing costs associated with the construction of new property, plant and equipment projects are capitalized. Such costs related to projects commencing prior to January 1, 2009 have been expensed. Property, plant & equipment is reviewed for impairment whenever events or changes in circumstances indicate that the balance sheet carrying amount may not be recoverable.

        Property, plant & equipment that are financed by leases giving Novartis substantially all risks and rewards of ownership are capitalized at the lower of the fair value of the leased asset or the present value of minimum lease payments at the inception of the lease. These are depreciated in the same manner as other assets over the shorter of the lease term or their useful life. Leases in which a significant portion of the ownership risks and rewards are retained by the lessor are classified as operating leases. These are charged to the consolidated income statement over the life of the lease, generally, on a straight-line basis.


Intangible assets

Goodwill

        The excess of the consideration transferred to obtain a controlling interest and the fair value of any previous non-controlling interest in the acquiree over the fair value of the Group's share of net identifiable assets in a business combination is recorded as goodwill in the balance sheet and is denominated in the functional currency of the related acquisition. Goodwill is allocated to an appropriate cash-generating unit which is defined as the smallest group of assets that generates independent cash inflows that support the goodwill. All goodwill is tested for impairment at least annually. In addition, goodwill is evaluated for impairment at each reporting date for each cash-generating unit with any resulting goodwill impairment charge recorded under Other Expense in the consolidated income statement.

        When evaluating goodwill for a potential impairment, the Group estimates the recoverable amount based on the "fair value less costs to sell" of the cash-generating unit containing the goodwill. In certain circumstances, its "value in use" to the Group is estimated if this value is higher than the "fair value less costs to sell". If the carrying amount exceeds the recoverable amount, an impairment loss for the difference is recognized. Considerable management judgment is required to estimate the discounted future cash flows and appropriate discount rates used to make these calculations. Accordingly, actual cash

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


flows and values could vary significantly from forecasted cash flows and related values derived using discounting techniques.


Other intangible assets

        All identifiable intangible assets acquired in a business combination are recognized at their fair value. Furthermore, all acquired Research & Development assets, including upfront and milestone payments on licensed or acquired compounds, which are deemed to enhance the intellectual property of Novartis, are capitalized at cost as intangible assets, when it is probable that future economic benefits will arise, even though some uncertainties exist as to whether the R&D projects will ultimately be successful in producing a commercial product.

        All Novartis intangible assets are allocated to cash-generating units. In-Process Research & Development (IPR&D) and the Alcon brand name are the only classes of separately identified intangible assets that are not amortized. Both are tested for impairment on an annual basis or when facts and circumstances warrant an impairment test. Any impairment charge is recorded in the consolidated income statement under "Research & Development expenses" for IPR&D and under "Other Expense" for the Alcon brand name. Once a project included in IPR&D has been successfully developed and is available for use, it is amortized over its useful life in the income statement under "Cost of Goods Sold," where any related impairment charges are also recorded.

        All other intangible assets are amortized over their estimated useful lives once they are available for use. The useful lives assigned to acquired intangible assets are based on the period over which they are expected to generate economic benefits, commencing in the year in which they first generate sales or are used in development. Acquired intangible assets are amortized on a straight-line basis over the following periods:

Trademarks

  Over their estimated economic or legal life with a maximum of 20 years

Currently marketed products and marketing know-how

  5 to 20 years

Technology

  10 to 30 years

Software

  3 to 5 years

Others

  3 to 5 years

Alcon brand name

  Indefinite useful life, not amortized

        Amortization of trademarks, product and marketing rights is charged in the income statement to "Cost of Goods Sold" over their useful lives. Technology, which represents identified and separable acquired know-how used in the research, development and production process, is amortized in the income statement under "Cost of Goods Sold" or "Research & Development." Any impairment charges are recorded in the income statement in the same functional cost lines as the related amortization charges.

        Intangible assets, other than the Alcon brand name and IPR&D, are reviewed for impairment whenever facts and circumstances indicate their carrying value may not be recoverable. When evaluating an intangible asset for a potential impairment, the Group estimates the recoverable amount based on the intangible asset's "fair value less costs to sell" using the estimated future cash flows a market participant

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


could generate with that asset or, in certain circumstances, the "value in use" of the intangible asset to the Group, whichever is higher. If the carrying amount of the asset exceeds the recoverable amount, an impairment loss for the difference is recognized. For purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash-generating units. Considerable management judgment is necessary to estimate the discounted future cash flows and appropriate discount rates used to make these calculations. Accordingly, actual cash flows and values could vary significantly from forecasted cash flows and related values derived using discounting techniques.


Financial assets

        Investments in debt and equity securities are initially recorded at fair value on the trade date, and subsequently carried at fair value. The fair values of quoted investments are based on current market prices. If the market for a financial asset is not active or no market is available, fair values are established using valuation techniques. These include the use of data from the most recent arm's length transactions, such as new financing rounds or partial disposals; reference to other instruments that are substantially the same; a discounted cash flow analysis; and other pricing models that make maximum use of market data. Loans are carried at amortized cost, less any allowances for uncollectable amounts. Exchange rate gains and losses and interest income using the effective interest rate method on loans are recorded in the consolidated income statement. All other changes in the fair value of financial assets are deferred as a fair value adjustment in the consolidated statement of comprehensive income and recycled to the income statement when the asset is sold. Any impairments in value below initial cost are immediately expensed in the consolidated income statement.

        Novartis uses the equity method to account for investments in associated companies (defined as investments in companies that correspond to holdings of between 20% and 50% of voting shares or over which Novartis otherwise has significant influence).

        Novartis considers investments in associated companies for impairment testing whenever there is a quoted share price and when this has a fair value less than the carrying value per share for the investment. For unquoted investments in associated companies recent financial information is taken into account to assess whether impairment testing is necessary. Where there is an indicator that separately identified assets of the associated company other than its implicit goodwill might be impaired, an impairment test is performed. Any impairment charge is recorded in the income statement under "Income from associated companies".

        If the consolidated balance sheet carrying amount of investments in associated companies exceeds the higher of its value in use or fair value less costs to sell, an impairment loss is recognized for the difference. Value in use is defined as the present value of the future cash flows expected to be derived from an asset or cash-generating unit. For investments in associated companies, Novartis typically uses the Discounted Cash Flow method (DCF). The discounted cash flow method is based on a forecast of all expected future net cash flows generated by the business utilizing external and Novartis internal projections. As an alternative methodology to compute value in use of associated companies the discounted dividend method may be used. The Discounted Dividend Method (DDM) is the value of all future dividends plus the residual value of the investment less costs of disposal. These cash flows, which reflect the risks and uncertainties associated with the investment, are discounted at an appropriate rate to net present value.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


Derivative financial instruments and hedging

        Derivative financial instruments are initially recognized in the balance sheet at fair value, and they are remeasured to their current fair value at the end of each subsequent period.

        The method of recognizing the resulting gain or loss is dependent on whether a derivative contract is designed to hedge a specific risk and qualifies for hedge accounting. The purpose of hedge accounting is to match the impact of the hedged item and the hedging instrument in the consolidated income statement. To qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. At the inception of a transaction, the Group documents the relationship between hedging instruments and hedged items as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as hedges to specific assets and liabilities, to specific firm commitments or to forecasted transactions. The Group also documents its assessment, both at the inception of a hedge and on an ongoing basis, as to whether the derivatives used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. On the date a derivative contract is effective, the Group designates derivatives that qualify as hedges for accounting purposes as either a) a hedge of the fair value of a recognized asset or liability (fair value hedge), or b) a hedge of a forecasted transaction or firm commitment (cash flow hedge) or c) a hedge of a net investment in a foreign entity.

        Changes in the fair value of derivatives that are fair value hedges and that are highly effective are recognized in the consolidated income statement along with any changes in the fair value of the hedged asset or liability attributable to the hedged risk. Any gain or loss on the hedging instrument relating to the effective portion of changes in the fair value of derivatives in cash flow hedges are recognized in the consolidated statement of comprehensive income. Gains or losses relating to the ineffective portion are recognized immediately in the consolidated income statement. In determining whether the impact of a cash flow hedge can be deferred in the consolidated statement of comprehensive income, management assesses the probability of the forecasted transaction occurring. Amounts are only deferred when management judges the forecasted transaction to be highly probable. Where a forecasted transaction or firm commitment relating to a non-financial asset or non-financial liability is hedged, the gains or losses previously recorded in the consolidated statement of comprehensive income are included in the initial measurement of the asset or liability. Otherwise, amounts recorded in the consolidated statement of comprehensive income are transferred to the consolidated income statement and classified as income or expense in the same period in which the forecasted transaction affects the consolidated income statement.

        Hedges of net investments in foreign entities are accounted for similarly to cash flow hedges. All foreign exchange gains or losses arising on translation are included in cumulative translation effects and recognized in the consolidated statement of comprehensive income. Gains and losses accumulated in this statement are included in the consolidated income statement when the foreign operation is completely or partially liquidated or is sold.

        Certain derivative instruments, while providing effective economic hedges under the Group's policies, do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for cash flow hedge accounting are recognized immediately in the financial result in the consolidated income statement.

        When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in the consolidated statement of comprehensive income at

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


that time is recognized in the income statement when the committed or forecasted transaction is ultimately recognized in the consolidated income statement. However, if a forecasted or committed transaction is no longer expected to occur, the cumulative gain or loss recognized in the consolidated statement of comprehensive income is immediately transferred to the consolidated income statement.


Inventories

        Purchased products are valued at acquisition cost while own-manufactured products are valued at manufacturing cost including related production expenses. In the consolidated balance sheet, inventory is valued at historical cost determined on a first-in first-out basis, and this value is used for the Cost of Goods Sold in the consolidated income statement. Provisions are made for inventories with a lower market value or which are slow-moving. If it becomes apparent that such inventory can be reused, provisions are reversed with inventory being revalued up to the lower of its net realizable value or original cost. Inventory produced ahead of regulatory approval is provided for with the provision being released on obtaining approval. Unsalable inventory is fully written off.


Trade receivables

        Trade receivables are initially recognized at fair value which represent the invoiced amounts, less adjustments for estimated revenue deductions such as rebates, chargebacks and cash discounts. Doubtful trade receivables provisions are established based upon the difference between the recognized value and the estimated net collectible amount with the estimated loss recognized in the consolidated income statement within Marketing & Sales expenses. When a trade receivable becomes uncollectible, it is written off against the doubtful trade receivables provisions.


Cash and cash equivalents

        Cash and cash equivalents include highly liquid investments with original maturities of three months or less which are readily convertible to known amounts of cash. Bank overdrafts are presented within other bank and financial debt within current financial debts on the consolidated balance sheet.


Marketable securities

        Marketable securities consist of equity and debt securities which are principally traded in liquid markets. The Group has classified all its marketable securities as available-for-sale, as they are not acquired to generate profit from short-term fluctuations in price. All purchases and sales of marketable securities are recognized on the trade date, which is the date that the Group commits to purchase or sell the asset. Marketable securities are initially recorded at their acquired fair value and subsequently carried at fair value. Exchange rate gains and losses and interest income using the effective interest rate method on debt securities are recorded in the consolidated income statement. All other changes in the fair value of unhedged securities are deferred as a fair value adjustment in the consolidated statement of comprehensive income and recycled to the consolidated income statement when the asset is sold or impaired. Where hedge accounting is applied, the change in fair value of effectively hedged securities is recorded in the consolidated income statement where it offsets the gains or losses of the hedging derivative.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)

        Unrealized losses on impaired marketable securities are included as a reduction of financial income in the consolidated income statement. A security is assessed for impairment when its market value at the balance sheet date is less than initial cost reduced by any previously recognized impairment.


Repurchase agreements

        Underlying securities related to repurchase agreements are included within marketable securities. Repurchase financing agreements for securities sold but agreed to be repurchased are recognized gross and included in short-term financial debts. Income and expenses are recorded net in interest income.


Taxes

        Taxes on income are provided in the same periods as the revenues and expenses to which they relate. Deferred taxes are determined using the comprehensive liability method and are calculated on the temporary differences that arise between the tax base of an asset or liability and its carrying value in the subsidiary's balance sheet prepared for consolidation purposes, except for those temporary differences related to investments in subsidiaries and associated companies, where the timing of their reversal can be controlled and it is probable that the difference will not reverse in the foreseeable future. Furthermore, withholding or other taxes on eventual distribution of subsidiaries' retained earnings are only taken into account where a dividend has been planned since generally the retained earnings are reinvested. Deferred tax assets or liabilities, measured at the tax rates that are expected to apply in the period of tax settlement or realization by the applicable entity, are included in the consolidated balance sheet as either a non-current asset or liability, with changes in the year recorded in the consolidated income statement in tax expense or in the consolidated statement of comprehensive income, if they relate to an item directly recorded in this statement. Deferred tax assets related to taxable losses of relevant Group entities are recognized to the extent it is considered probable that future taxable profits will be available against which such losses can be utilized in the foreseeable future.

        The estimated amounts for current and deferred tax assets or liabilities, including any amounts related to any uncertain tax positions, are based on currently known facts and circumstances. Tax returns are based on an interpretation of tax laws and regulations and record estimates based on these judgments and interpretations. The tax returns are subject to examination by the competent taxing authorities, which may result in an assessment being made requiring payments of additional tax, interest or penalties. Inherent uncertainties exist in the estimates of the tax positions.


Defined benefit pension plans, other post-employment benefits and other non-current benefits of associates

Defined benefit pension plans

        The liability in respect of defined benefit pension plans is the defined benefit obligation calculated annually by independent actuaries using the projected unit credit method. The defined benefit obligation is measured as the present value of the estimated future payments required to settle the obligation that is attributable to the service of associates in the current and prior periods. The service cost for such pension plans is included in the personnel expenses of the various functions where the associates are employed, while the expected return on assets and interest expense are recognized as Other Income or Expense. Plan assets are recorded at their fair value. Unvested past service costs arising from amendments to pension plans are charged or credited to income over the associates' remaining vesting period. Vested past service

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


costs, including such costs for retired associates are immediately recognized in the consolidated income statement. Gains or losses arising from plan curtailments or settlements are accounted for at the time they occur. Any net pension asset is limited to the present value of future economic benefits available to the Group in the form of refunds from the plan or expected reductions in future contributions to the plan.

        The effects of changes in actuarial assumptions and experience adjustments on the value of assets and liabilities of defined benefit plans are immediately recognized in the consolidated balance sheet with a corresponding movement in the consolidated statement of comprehensive income.

Other post-employment benefits

        Certain subsidiaries provide healthcare and insurance benefits for a portion of their retired associates and their eligible dependents. The cost of these benefits is actuarially determined and accrued over the service lives of the related associates. Service costs are included in the personnel expenses of the various functions where the associates are located, while the expected return on assets and interest expense are recognized as Other Income or Expense. The related obligation is recognized in non-current liabilities.

Other non-current benefits of associates

        Other non-current benefits of associates represent amounts due to associates under deferred compensation arrangements available in certain jurisdictions in which the Group conducts its operations. Benefit costs are recognized on an accrual basis in the personnel expenses of the various functions where the associates are located. The related obligation is recognized in other non-current liabilities.


Equity-based compensation

        The fair value of Novartis shares, restricted shares, restricted share units (RSU) and American Depositary Shares (ADS), Alcon restricted share units (RSU) and related Novartis and Alcon options granted to associates as compensation is recognized as an expense over the related vesting or service period adjusted to reflect actual and expected vesting levels. The charge for equity-based compensation is included in the personnel expenses which are allocated to functional costs. An option's fair value at grant date is calculated using an option pricing valuation method. Novartis shares, restricted shares, RSUs and ADSs and Alcon RSUs are valued using the market value on the grant date.


Revenue recognition

        Revenue is recognized when there is persuasive evidence that a sales arrangement exists, title and risks and rewards for the products are transferred to the customer, the price is fixed and determinable and collectability is reasonably assured. Where contracts contain customer acceptance provisions, typically with government agencies, sales are recognized upon the satisfaction of acceptance criteria. Provisions for rebates and discounts granted to government agencies, wholesalers, retail pharmacies, managed care and other customers are recorded as a reduction of revenue at the time the related revenues are recorded or when the incentives are offered. They are calculated on the basis of historical experience and the specific terms in the individual agreements. Provisions for refunds granted to healthcare providers under innovative pay for performance agreements are recorded as a reduction of revenue at the time the related revenues are recorded. They are calculated on the basis of historical experience and clinical data for the product as well as the specific terms in the individual agreements. In cases where historical experience and

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


clinical data are not sufficient for a reliable estimation of the outcome, revenue recognition is deferred until such history is available.

        Cash discounts are offered to customers to encourage prompt payment and are recorded as revenue deductions. Wholesaler shelf-inventory adjustments are granted to customers based on the existing inventory of a product at the time of decreases in the invoice or contract price of a product or at the point of sale if a price decline is reasonably estimable. Where there is an historical experience of Novartis agreeing to customer returns or Novartis can otherwise reasonably estimate expected future returns, Novartis records a provision for estimated sales returns. In doing so it applies the estimated rate of return, determined based on historical experience of customer returns or considering any other relevant factors, to the amounts invoiced also considering the amount of returned products to be destroyed versus products that can be placed back in inventory for resale. Where shipments are made on a re-sale or return basis, without sufficient historical experience for estimating sales returns, revenue is only recorded when there is evidence of consumption or when the right of return has expired. Provisions for revenue deductions are adjusted to actual amounts as rebates, discounts and returns are processed.


Research & development

        Internal Research & Development (R&D) costs are fully charged to the consolidated income statement in the period in which they are incurred. The Group considers that regulatory and other uncertainties inherent in the development of new products preclude the capitalization of internal development expenses as an intangible asset until marketing approval from a regulatory authority is obtained in a relevant major market such as for the US, the EU, Switzerland or Japan.

        Payments made to third parties in compensation for subcontracted R&D that is deemed not to enhance the intellectual property of Novartis such as contract research and development organizations are expensed as internal R&D expenses in the period in which they are incurred. Such payments are only capitalized if they meet the criteria for recognition of an internally generated intangible asset, usually when marketing approval has been achieved from a regulatory authority in a major market.

        Payments made to third parties in order to in-license or acquire intellectual property rights, compounds and products (In-Process Research & Development assets, "IPR&D"), including initial upfront and subsequent milestone payments, are capitalized as are payments for other assets, such as technologies to be used in R&D activities. If additional payments are made to the originator company to continue to perform R&D activities, an evaluation is made as to the nature of the payments. Such additional payments will be expensed if such additional payments are deemed to be compensation for subcontracted R&D services not resulting in an additional transfer of intellectual property rights to Novartis. By contrast, such additional payments will be capitalized if these additional payments are deemed to be compensation for the transfer to Novartis of additional intellectual property developed at the risk of the originator company. Subsequent internal R&D costs in relation to IPR&D and other assets are expensed since the technical feasibility of the internal R&D activity can only be demonstrated by the receipt of marketing approval for a related product from a regulatory authority in a major market.

        Costs for post-approval studies performed to support the continued registration of a marketed product are recognized as marketing expenses. Costs for activities that are required by regulatory authorities as a condition for obtaining marketing approval are charged as development expenses as they are incurred in cases where it is anticipated that the related product will be sold over a longer period than the activities required to be performed to obtain the marketing approval. In the rare cases where costs

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


related to the conditional approval need to be incurred over a period beyond that of the anticipated product sales, then the expected costs of these activities will be expensed over the shorter period of the anticipated product sales. As a result, all activities necessary as a condition to maintain a received approval, whether conditional or not, are expensed.

        IPR&D assets are amortized once the related project has been successfully developed and regulatory approval for a product launch obtained and acquired technologies included in intangible assets are amortized in the consolidated income statement over their estimated useful lives.

        Laboratory buildings and equipment included in property, plant & equipment are depreciated in the consolidated income statement over their estimated useful lives.


Government grants

        Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

        Government grants are deferred and recognized in the consolidated income statement over the period necessary to match them with the related costs which they are intended to compensate.

        Government grants relating to property, plant and equipment are deducted from the carrying value of assets and released to the consolidated income statement on a straight-line basis over the expected lives of the related assets.

        Government grants related to income are deducted in reporting the related expense.


Provisions

        Novartis records provisions when it is judged probable that a liability has been incurred and the amount can be reliably estimated. These provisions are adjusted periodically as assessments change or additional information becomes available.

        Cost of future expenditures do not usually reflect any insurance or other claims or recoveries, as Novartis only recognizes insurance or other recoveries at such time the amount is reliably estimable and collection is virtually certain.

Product liabilities

        Provisions are made for present product liability obligations resulting from past sales including related legal and other fees and expenses. The provision is actuarially determined taking into consideration such factors as past experience, amount and number of claims reported and estimates of claims incurred but not yet reported. Individually significant cases are provided for when probable and reliably estimable.

Legal liabilities

        Provisions are made for anticipated settlement costs where a reliable estimate can be made of the probable outcome of legal or other disputes against the Group. In addition, provisions are made for legal and other fees and expenses arising from claims affecting Novartis.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)

Environmental liabilities

        Novartis is exposed to environmental liabilities relating to its past operations, principally in respect to remediation costs. Provisions for remediation costs are made when expenditure on remedial work is probable and the cost can be reliably estimated. These remediation costs are calculated as the net present value of expected cash outflows including anticipated inflation, discounted at a rate based on the market yields for high quality corporate bonds. The increase in provisions due to the passage of time and the effect of changes in the discount rates are included in Interest Expense.

Contingent consideration in a business combination

        From January 1, 2010, contingent considerations potentially due to former owners as part of the consideration paid for assets forming part of a business combination, e.g. in the form of milestone payments upon the achievement of certain development stages or sales targets as well as royalties, are recognized as liabilities at fair value as of the acquisition date. Any subsequent changes in amounts recorded as a liability are recognized in the consolidated income statement.

Restructuring charges

        Restructuring charges are accrued against operating income in the period in which management has committed to a plan and has raised the valid expectation of the plan's implementation in those affected and the amount can be reliably estimated. The Group recognizes the costs for terminating the employment contracts of associates when it is demonstrably committed to either terminating employment according to a detailed formal plan without possibility of withdrawal or when it is committed to providing termination benefits as a result of an offer made to encourage voluntary redundancy.

        Restructuring charges or releases of related provisions are included in Other Expense or Other Income in the consolidated income statement.


Dividends

        Dividends are recorded in the Group's consolidated financial statements in the period in which they are approved by the Group's shareholders.


Treasury shares

        Treasury shares are deducted from consolidated equity at their nominal value of CHF 0.50 per share. Differences between this amount and the amount paid for acquiring, or received for disposing of, treasury shares are recorded in consolidated retained earnings.


Operating Segments

        Operating segments are reported consistently with the internal reporting to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as being the Executive Committee.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

1.     Accounting policies (Continued)


Status of adoption of significant new or amended IFRS standards or interpretations

        In 2009, sections of IFRS 9 "Financial Instruments: Classification and Measurement" and "Financial Assets" were issued but only require to be adopted by January 1, 2013 although earlier adoption is permitted. This standard will substantially change the classification and measurement of financial instruments, hedging requirements and the recognition of certain fair value changes in the consolidated financial statements. Novartis is currently evaluating the potential impact that this standard will have on the Group's consolidated financial statements.

2.     Significant transactions, business combinations and divestments

        The following acquisitions, divestments, business combinations and other significant transactions occurred during 2010, 2009 and 2008. See notes 3 and 24 for further details of the impact of these transactions on the consolidated financial statements.


Acquisitions in 2010

Corporate—Alcon, Inc.

        Novartis acquired its initial 25% interest in Alcon from Nestlé for $10.4 billion or $143 per share in July 2008. On August 25, 2010, Novartis completed the acquisition of the 52% interest in Alcon for approximately $28.3 billion or $180 per share. This increased the interest in Alcon to a 77% majority ownership.

        The overall purchase price of $38.7 billion included certain adjustments for dividends and interest up to the August 25, 2010 closing date. Sources of financing for the 77% majority ownership, including the initial 25% stake purchased in mid-2008, were $17.0 billion of available cash, and $13.5 billion from bonds raised in March 2010 as well as in 2008 and 2009. In addition, during 2010, we raised funds through our commercial paper program, which was used for general corporate purposes of the Novartis Group, as well as for intercompany financing purposes in connection with the acquisition of the 52% interest in Alcon.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)

        A summary of the financial impact of consolidating Alcon from August 25, is given in the table below:

 
  $   $  
 
  billions
  billions
 

Purchase price for acquiring initial 25% of Alcon

          10.4  

Purchase price for additional 52% of Alcon

          28.3  
             

Total purchase price

          38.7  
             

Equity adjustments since acquiring the initial 25% interest

          (0.4 )

Revaluation gain on initial 25% interest

          0.4  
             

Investment value on date of change of majority ownership

          38.7  
             

Net assets reported by Alcon (excluding its goodwill but including any US GAAP/IFRS differences)

    5.9        

Estimated fair value adjustments

             
 

—property, plant and equipment

    0.1        
 

—intangible assets

    24.5        
 

—inventory

    0.5        
 

—other liabilities

    (0.1 )      
 

—deferred tax liabilities

    (3.8 )      
           

Fair value of net assets acquired

          27.1  

Less value attributed to 23% non-controlling interest

          (6.3 )
             

Residual goodwill

          17.9  
             

        The fair value of the net identified assets is final, except for any matters that may arise following 100% ownership. The residual goodwill is attributable to a number of factors such as the future growth platform and synergies that can be achieved. None of the goodwill is currently expected to be deductible for tax purposes. Divestments required from regulatory decisions are expected to occur in the first quarter of 2011. These divestments vary by market and had 2010 sales of approximately $100 million.

        For business combinations achieved in stages, IFRS requires that any previously held interest of an acquirer in an acquiree is adjusted to its fair value through the consolidated income statement as of the acquisition date. The agreement that Novartis entered into with Nestlé in 2008 specified an average price of up to $168 per share for all of the approximately 77% interest in Alcon held by Nestlé, including $143 per share for the initial 25% interest acquired by Novartis in 2008, and a maximum of $181 per share for the remaining 52%, including a premium for the change of majority ownership.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)

        Novartis has re-assessed the fair value of the initial 25% non-controlling interest in Alcon it acquired from Nestlé in 2008 as follows:

 
  $  
 
  millions
 

Fair value of all the approximate 77% interest in Alcon acquired from Nestlé valued at $168 per share

    38,663  

Amount paid for the approximate 52% interest in Alcon on August 25, 2010 (including the premium for gaining majority ownership)

    (28,343 )
       

Estimated fair value for initial approximately 25% interest in Alcon as of August 25, 2010

    10,320  
       

Carrying value of 25% interest in Alcon as of August 25, 2010

    (9,942 )
       

Excess of fair value over carrying value

    378  
       

Recycling of losses accumulated in comprehensive income from July 7, 2008 to August 25, 2010

    (43 )
       

Gain recorded as of August 25, 2010 as a result of fair valuing the initial approximately 25% interest in Alcon

    335  
       

        Novartis determined the fair value of approximately $38.7 billion for the total interest in Alcon currently owned by Novartis based on a price of $168 per Alcon share, which is the per share value of the proposed acquisition of the outstanding non-controlling interests and also the approximate average price per share paid by Novartis for the total interest acquired from Nestlé.

        On December 15, Novartis announced that it has entered into a definitive agreement to merge Alcon into Novartis for Novartis shares and a Contingent Value Amount (CVA). Under the terms of the agreement, the merger consideration will include up to 2.8 Novartis shares and a CVA to be settled in cash that will in aggregate equal $168 per share. If the value of 2.8 Novartis shares is more than $168 the number of Novartis shares will be reduced accordingly. The total merger consideration for the non-controlling interest will be $12.9 billion, comprising of up to 215 million Novartis shares and a potential CVA to be settled in cash.

        The merger is currently expected to be completed during the first half of 2011 and is conditional on clearance of a registration statement by the US Securities and Exchange Commission, two-thirds approval by the shareholders of each of Novartis and Alcon voting at their respective meetings and other customary closing conditions.

        The proposed acquisition of the remaining outstanding non-controlling interests in Alcon via the merger is considered to be a separate transaction following the previous acquisition of majority ownership in Alcon by Novartis. It will change the Novartis ownership in Alcon but will not result in a change of control, so it will be accounted for as an equity transaction as required by IAS 27R, meaning assets and liabilities are not revalued as of the date of the acquisition of the outstanding non-controlling interests via the merger, goodwill does not arise and any excess of the consideration paid to acquire the outstanding non-controlling interest over the proportionate share of the outstanding non-controlling interests' net assets is recognized against consolidated equity. Based on an estimated maximum number of Alcon shares

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)


outstanding at the effective time of the merger (other than Alcon shares owned by Novartis), Novartis therefore expects to deliver a total merger consideration valued at approximately $12.9 billion to the non-controlling shareholders of Alcon in connection with the merger. The excess of the value of the merger over the non-controlling interest recognized within equity for Alcon will result in a reduction in the consolidated equity of Novartis. This reduction in consolidated equity will be offset by an increase in consolidated equity in an amount equal to the market value at the effective time of the merger of the Novartis shares or Novartis ADSs that Novartis will deliver as part of the merger consideration.

        Since it has been consolidated from August 25, 2010, Alcon contributed net sales of $2.4 billion and operating income of $323 million. Net sales and operating income of the combined entity would have been approximately $55.4 billion and approximately $11.6 billion, respectively had the acquisition occurred on January 1, 2010.

Pharmaceuticals—Corthera

        On February 3, Novartis completed the 100% acquisition (announced on December 23, 2009) of the privately held US based Corthera Inc., gaining worldwide rights to relaxin for the treatment of acute decompensated heart failure and assumed full responsibility for development and commercialization for a total purchase consideration of $327 million. This amount consists of an initial cash payment of $120 million and $207 million of deferred contingent consideration. The deferred contingent consideration is the net present value of the additional milestone payments due to Corthera's previous shareholders which they are eligible to receive contingent upon the achievement of specified development and commercialization milestones. The final purchase price allocation resulted in net identified assets of $309 million and goodwill of $18 million. Results of operations since the acquisition date were not material.

Sandoz—Oriel Therapeutics

        On June 1, Sandoz completed the 100% acquisition of the privately held US based Oriel Therapeutics Inc., to broaden its portfolio of projects in the field of respiratory drugs for a total purchase consideration of $332 million. This amount consists of an initial cash payment of $74 million and $258 million of deferred contingent consideration. Oriel's previous shareholders are eligible to receive milestone payments, which are contingent upon the company achieving future development steps, regulatory approvals and market launches, and sales royalties. The total $258 million of deferred contingent consideration represents the net present value of expected milestone and royalty payments. The final purchase price allocation, including the valuation of the contingent payment elements of the purchase price, resulted in identified net assets of $281 million and goodwill of $51 million. Results of operations since the acquisition date were not material.


Acquisitions in 2009

Sandoz—EBEWE Pharma

        On May 20, Novartis announced a definitive agreement for Sandoz to acquire 100% of the specialty generic injectables business of EBEWE Pharma for EUR 925 million ($1.3 billion) in cash, to be adjusted for any cash or debt assumed at closing. This transaction was completed on September 22, 2009. The first payment of EUR 600 million ($0.9 billion) was made in 2009, with the balance paid in 2010. Based on a final purchase price allocation, EBEWE's identified net assets were $0.7 billion, which resulted in goodwill

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)


of $0.5 billion. Results of operations from this acquisition, which were not material in 2009, were included from the completion date of this transaction.

Vaccines and Diagnostics—Zhejiang Tianyuan

        On November 4, Novartis announced a definitive agreement to acquire an 85% stake in the Chinese vaccines company Zhejiang Tianyuan Bio-Pharmaceutical Co., Ltd. Terms call for Novartis to purchase an 85% majority interest for approximately $125 million in cash. The transaction, which is expected to be completed in 2011, is subject to certain closing conditions, including receipt of government and regulatory approvals in China.


Acquisitions in 2008

Corporate—Alcon

        On April 7, Novartis announced an agreement with Nestlé S.A. under which Novartis obtained rights to acquire majority ownership of Alcon Inc. (NYSE: ACL), a Swiss-registered company listed only on the New York Stock Exchange. The potential total value of this transaction is up to approximately $38.5 billion. On July 7, 2008, Novartis acquired a 25% stake in Alcon, representing 74 million shares, from Nestlé for $10.4 billion in cash. See update in the Acquisitions in 2010.

Pharmaceuticals—Speedel

        On July 10, Novartis announced the all-cash purchase of an additional 51.7% stake in Speedel Holding AG (SIX: SPPN) through off-exchange transactions together with plans to buy all remaining shares in the Swiss biopharmaceuticals company in a mandatory public tender offer. In September 2009, Speedel shares were delisted from the SIX Swiss Exchange and Novartis holds now all shares. The price for the 90.5% interest not previously held was approximately CHF 939 million ($888 million) excluding $26 million of cash held by Speedel as of the July 2008 acquisition date of majority control. Speedel has been fully consolidated as a subsidiary since the July acquisition of a majority stake. Based on a final purchase price allocation, Speedel's identified net assets were $472 million, which resulted in goodwill of $493 million in 2008. As a result of this purchase price allocation, the value of the initial 9.5% stake rose by $38 million, which was recorded in the consolidated statement of comprehensive income. The consolidation of Speedel resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

Pharmaceuticals—Protez

        On June 4, Novartis agreed to acquire Protez Pharmaceuticals, a privately held US biopharmaceuticals company, gaining access to PTZ601, a broad-spectrum antibiotic in Phase II development against potentially fatal drug-resistant bacterial infections. Novartis paid in total $102 million in cash to acquire 100% of Protez, whose owners are eligible for additional payments of up to $300 million contingent upon the future success of PTZ601. Protez has been consolidated since the transaction completion on July 17. Based on the purchase price allocation, identified net assets from Protez amounted to $72 million, which resulted in goodwill of $30 million. The consolidation of Protez resulted in immaterial amounts being included in the Group's consolidated income and operating cash flow statements for 2008 and 2009.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)

Pharmaceuticals—Nektar pulmonary business

        On October 21, Novartis agreed to acquire Nektar Therapeutics Inc.'s pulmonary business unit for $115 million in cash. In this transaction, which was completed on December 31, 2008, Novartis acquired research, development and manufacturing assets of Nektar's pulmonary business unit, including tangible assets as well as intellectual property, intangible assets and related expertise. The full purchase price was allocated to the net assets acquired with no residual goodwill.


Other significant transactions in 2010

Corporate—Issuance of bond in US dollars

        On March 9, Novartis issued a three-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008. A 1.9% three-year tranche totaling $2.0 billion, a 2.9% five-year tranche totaling $2.0 billion and a 4.4% 10-year tranche totaling $1.0 billion were issued by the Group's US entity, Novartis Capital Corp. All tranches are unconditionally guaranteed by Novartis AG.

Corporate—Change of pension plan in Switzerland

        On April 23, the Board of Trustees of the Novartis Swiss Pension Fund agreed to amend the conditions and insured benefits of the current Swiss pension plan with effect from January 1, 2011. These amendments do not have an impact on existing pensions in payment or on plan members born before January 1, 1956. Under the previous rules, benefits from the plan are primarily linked to the level of salary in the years prior to retirement while under the new rules benefits are also partially linked to the level of contributions made by the members during their active service period up to their retirement. This has led to changes, recorded in the second quarter of 2010, in the amounts that need to be included in the Group's consolidated financial statements prepared using IFRS in respect of the Swiss Pension Fund.

        As part of this change, Novartis, supported by the Swiss Pension Fund, will make transitional payments, which vary according to the member's age and years of service. As a result, it is estimated that additional payments will be made over a ten-year period of up to approximately $481 million (CHF 453 million) depending on whether or not all current members affected by the change remain in the plan over this ten-year period.

        The accounting consequence of this change in the Swiss pension plan rules results in the Group's consolidated financial statements prepared under IFRS reflecting a net pre-tax curtailment gain of $265 million (CHF 283 million) in the second quarter of 2010. This calculation only takes into account the discounted value of transition payments of $202 million (CHF 219 million) attributed to already completed years of service of the affected plan members as calculated in accordance with IFRS requirements. It does not take into account any amount for transitional payments related to their future years of service.


Other significant transactions in 2009

Corporate—Issuance of bond in US dollars

        On February 5, Novartis issued a two-tranche bond totaling $5.0 billion registered with the US Securities and Exchange Commission as part of a shelf registration statement filed by Novartis in 2008.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2.     Significant transactions, business combinations and divestments (Continued)


A 4.125% five-year tranche totaling $2.0 billion was issued by the Group's US entity, Novartis Capital Corp., while a 5.125% 10-year tranche totaling $3.0 billion was issued by the Group's Bermuda unit, Novartis Securities Investment Ltd. Both tranches are unconditionally guaranteed by Novartis AG.

Corporate—Issuance of bond in euros

        On June 2, Novartis issued a EUR 1.5 billion bond (approximately $2.1 billion) with a coupon of 4.25% under its EUR 15 billion Euro Medium Term Note Programme. The seven-year bond, issued by Novartis Finance S.A., Luxembourg, has a maturity date of June 15, 2016, and is guaranteed by Novartis AG.

Corporate—Novartis India Ltd.

        On June 8, Novartis completed a tender offer to acquire additional shares from public shareholders and increased its stake in the majority-owned Indian subsidiary, Novartis India Ltd., to 76.4% from 50.9% for approximately INR 3.8 billion ($80 million). Almost all large institutional investors and quasi-institutional shareholders participated in the offer. This transaction resulted in $57 million of goodwill.

Pharmaceuticals—Idenix

        On August 5, Novartis did not participate in an underwritten public offering by Idenix Pharmaceuticals, which reduced the Group's stake to 47% from the pre-offering level of 53%. As a result of this offering, Novartis no longer controls this company, so Idenix was deconsolidated with effect from September 1. Idenix has been accounted for on an equity basis since this date, which had no material impact on the Group's consolidated income statement.


Other significant transactions in 2008

Corporate—Issuance of bonds in Swiss francs

        On June 26, Novartis issued two Swiss franc bonds totaling CHF 1.5 billion (approximately $1.4 billion) in the Swiss capital market, with each listed on the SIX Swiss Exchange. One was a 3.5% four-year bond for a total of CHF 700 million issued by Novartis Securities Investment Ltd. and guaranteed by Novartis AG. The other was a 3.625% seven-year bond of CHF 800 million issued by Novartis AG.

3.     Segmentation of key figures 2010, 2009 and 2008

Operating Segments

        The wholly owned businesses of Novartis are divided operationally on a worldwide basis into four Divisions: Pharmaceuticals, Vaccines and Diagnostics, Sandoz and Consumer Health and Corporate activities. In addition, following our 2010 acquisition of a 52% majority stake in Alcon, Inc. (Alcon), Novartis owns 77% of Alcon, an independent Swiss corporation listed on the New York Stock Exchange, and it is treated as a separate segment. These segments, which are based on internal management

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)


structures and are managed separately because they manufacture, distribute, and sell distinct products which require differing marketing strategies, are as follows:

        The Pharmaceuticals Division researches, develops, manufactures, distributes and sells branded prescription medicines in the following therapeutic areas: Cardiovascular and Metabolism; Oncology; Neuroscience and Ophthalmics; Respiratory; Integrated Hospital Care; and additional products. The Pharmaceuticals Division is organized into global business franchises responsible for the development and marketing of various products, as well as a business unit, called Novartis Oncology, responsible for the global development and marketing of oncology products. Novartis Oncology is not required to be disclosed separately as a segment since it shares common long-term economic perspectives, customers, research, development, production, distribution and regulatory factors with the rest of the Pharmaceuticals Division.

        The Vaccines and Diagnostics Division consists of two activities: Vaccines and Diagnostics. Novartis Vaccines researches, develops, manufactures, distributes and sells human vaccines worldwide. Novartis Diagnostics researches, develops, distributes and sells blood testing and molecular diagnostics products.

        The Sandoz Division develops, manufactures, distributes and sells prescription medicines, as well as pharmaceutical and biotechnological active substances, which are not protected by valid and enforceable third-party patents. Sandoz has activities in Retail Generics, Anti-Infectives, Biopharmaceuticals and Oncology Injectables (following the acquisition of EBEWE Pharma, which was completed in September 2009). In Retail Generics, Sandoz develops, manufactures, distributes and sells active ingredients and finished dosage forms of medicines, as well as supplying active ingredients to third parties. In Anti-Infectives, Sandoz develops, manufactures, distributes and sells active pharmaceutical ingredients and intermediates, mainly antibiotics, for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures, distributes and sells protein- or biotechnology-based products (known as "biosimilars" or follow-on biologics) and sells biotech manufacturing services to other companies. In Oncology Injectables, Sandoz develops, manufacturers, distributes and sells cytotoxic products for the hospital market.

        The Consumer Health Division consists of three business units: OTC (over-the-counter medicines), Animal Health and CIBA Vision. Each has its own research, development, manufacturing, distribution and selling capabilities. None are material enough to the Group to be separately disclosed as a segment. OTC offers readily available consumer medicine. Animal Health provides veterinary products for farm and companion animals. CIBA Vision markets contact lenses and lens care products.

        Alcon, Inc. is the world's leader in eye care. It has been dedicated to the ophthalmic industry for 65 years and researches, develops, manufactures and markets pharmaceuticals, surgical equipment and devices, contacts lens solutions and other vision care products that treat diseases, disorders and other conditions of the eye.

        Inter-Segmental sales are made at amounts which are considered to approximate arm's length transactions. Where practicable, the same accounting policies are applied by the Group and the segments. Currently, the Executive Committee principally evaluates segmental performance and allocates resources among the segments based on their operating income.

        Segment net operating assets consist primarily of property, plant & equipment, intangible assets, inventories and trade and other operating receivables less operating liabilities.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

Corporate

        Income and expenses relating to Corporate include the costs of the Group headquarters and those of corporate coordination functions in major countries. In addition, Corporate includes other items of income and expense which are not attributable to specific segments such as certain expenses related to environmental liabilities, charitable activities, donations, sponsorships and research into strategic areas and into neglected diseases. Usually, no allocation of Corporate items is made to the segments. Corporate assets and liabilities principally consist of net liquidity (cash and cash equivalents, marketable securities less financial debts), investments in associated companies and deferred and current taxes and non-segmental specific environmental liabilities.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

 
  Pharmaceuticals   Vaccines and
Diagnostics
  Sandoz   Consumer Health   Alcon, Inc(1)   Corporate
(including eliminations)
  Total Group  
in $ millions
  2010   2009   2008   2010   2009   2008   2010   2009   2008   2010   2009   2008   2010   2010   2009   2008   2010   2009   2008  

Net sales to third parties

    30,558     28,538     26,331     2,918     2,424     1,759     8,518     7,493     7,557     6,204     5,812     5,812     2,426                       50,624     44,267     41,459  

Sales to other segments

    157     175     198     60     46     20     267     264     270     49     44     53           (533 )   (529 )   (541 )                  
                                                                               

Net sales of segments

    30,715     28,713     26,529     2,978     2,470     1,779     8,785     7,757     7,827     6,253     5,856     5,865     2,426     (533 )   (529 )   (541 )   50,624     44,267     41,459  

Other revenues

    422     377     620     433     390     414     16     10     25     65     59     66     3     (2 )               937     836     1,125  

Cost of Goods Sold

    (5,361 )   (4,955 )   (4,481 )   (1,551 )   (1,415 )   (1,270 )   (4,854 )   (4,201 )   (4,119 )   (2,173 )   (2,111 )   (2,071 )   (1,082 )   533     503     502     (14,488 )   (12,179 )   (11,439 )
                                                                               

Gross profit

    25,776     24,135     22,668     1,860     1,445     923     3,947     3,566     3,733     4,145     3,804     3,860     1,347     (2 )   (26 )   (39 )   37,073     32,924     31,145  

Marketing & Sales

    (8,694 )   (8,369 )   (8,109 )   (338 )   (297 )   (247 )   (1,449 )   (1,330 )   (1,413 )   (2,238 )   (2,054 )   (2,083 )   (600 )   3                 (13,316 )   (12,050 )   (11,852 )

Research & Development

    (7,081 )   (5,840 )   (5,716 )   (523 )   (508 )   (360 )   (658 )   (613 )   (667 )   (359 )   (346 )   (313 )   (254 )   (195 )   (162 )   (161 )   (9,070 )   (7,469 )   (7,217 )

General & Administration

    (919 )   (870 )   (843 )   (149 )   (176 )   (177 )   (350 )   (385 )   (408 )   (402 )   (376 )   (383 )   (140 )   (521 )   (474 )   (434 )   (2,481 )   (2,281 )   (2,245 )

Other income

    687     414     447     35     27     38     77     105     62     48     72     111           387     164     168     1,234     782     826  

Other expense

    (971 )   (1,078 )   (868 )   (273 )   (119 )   (99 )   (295 )   (272 )   (223 )   (41 )   (84 )   (144 )   (30 )   (304 )   (371 )   (359 )   (1,914 )   (1,924 )   (1,693 )
                                                                               

Operating income

    8,798     8,392     7,579     612     372     78     1,272     1,071     1,084     1,153     1,016     1,048     323     (632 )   (869 )   (825 )   11,526     9,982     8,964  
                                                                                     

Income from associated companies

    (16 )   (14 )         7                 3     7     4                             810     300     437     804     293     441  

Financial income

                                                                                                    64     198     384  

Interest expense

                                                                                                    (692 )   (551 )   (290 )
                                                                                                               

Income before taxes

                                                                                                    11,702     9,922     9,499  

Taxes

                                                                                                    (1,733 )   (1,468 )   (1,336 )
                                                                                                               

Net income from continuing operations

                                                                                                    9,969     8,454     8,163  

Net income from discontinued operations

                                                                                                                70  
                                                                                                               

Group net income

                                                                                                    9,969     8,454     8,233  
                                                                                                               

Attributable to:

                                                                                                                   
 

Shareholders of Novartis AG

                                                                                                    9,794     8,400     8,195  
 

Non-controlling interests

                                                                                                    175     54     38  

Included in net income are:

                                                                                                                   
 

Interest income

                                                                                                    103     156     306  
 

Depreciation of property, plant & equipment

    (726 )   (659 )   (623 )   (100 )   (98 )   (87 )   (285 )   (276 )   (278 )   (103 )   (99 )   (103 )   (70 )   (79 )   (109 )   (114 )   (1,363 )   (1,241 )   (1,205 )
 

Amortization of intangible assets

    (453 )   (366 )   (414 )   (259 )   (312 )   (318 )   (293 )   (260 )   (284 )   (94 )   (84 )   (77 )   (32 )   (4 )   (3 )   (2 )   (1,135 )   (1,025 )   (1,095 )
 

Impairment charges on property, plant & equipment

    4     (4 )   (23 )   (14 )                           (2 )         (5 )                           (1 )   (10 )   (9 )   (26 )
 

Impairment charges on intangible assets

    (894 )   11     (320 )         (18 )   (1 )   (11 )   (6 )   (23 )   (6 )   (13 )                                 (911 )   (26 )   (344 )
 

Impairment charges on financial assets

    (41 )   (37 )   (53 )   (98 )                                                         (19 )   (3 )   (37 )   (158 )   (40 )   (90 )
 

Additions to restructuring provisions

    (133 )   (19 )   (102 )   (62 )               (66 )   (40 )   (29 )                                             (261 )   (59 )   (131 )
 

Equity-based compensation of Novartis equity plans

    (559 )   (535 )   (546 )   (34 )   (30 )   (22 )   (23 )   (28 )   (29 )   (63 )   (55 )   (50 )   (22 )   (140 )   (129 )   (99 )   (841 )   (777 )   (746 )

Total assets

    24,681     24,013     22,741     5,631     6,704     5,795     17,002     17,685     15,914     4,480     4,508     4,491     47,553     23,971     42,595     29,358     123,318     95,505     78,299  
                                                                               

Total liabilities

    (9,469 )   (9,494 )   (7,929 )   (827 )   (1,121 )   (811 )   (2,976 )   (2,534 )   (1,966 )   (1,272 )   (1,340 )   (1,312 )   (1,129 )   (37,876 )   (23,554 )   (15,844 )   (53,549 )   (38,043 )   (27,862 )

Total equity

    15,212     14,519     14,812     4,804     5,583     4,984     14,026     15,151     13,948     3,208     3,168     3,179     46,424     (13,905 )   19,041     13,514     69,769     57,462     50,437  
                                                                               

Net liquidity/(net debt)

                                                                                  14,853     (3,461 )   1,247     14,853     (3,461 )   1,247  

Net operating assets

    15,212     14,519     14,812     4,804     5,583     4,984     14,026     15,151     13,948     3,208     3,168     3,179     46,424     948     15,580     14,761     84,622     54,001     51,684  
                                                                               

Included in total assets and total liabilities are:

                                                                                                                   
 

Total property, plant & equipment

    8,360     7,947     7,546     1,453     1,471     1,105     2,925     3,080     2,927     986     926     850     1,489     627     651     672     15,840     14,075     13,100  
 

Additions to property, plant & equipment(2)

    777     922     1,115     159     437     435     307     282     422     150     164     160     107     153     78     77     1,653     1,883     2,209  
 

Total goodwill and intangible assets

    6,696     6,930     6,417     2,973     3,163     3,460     10,336     10,683     9,372     1,465     1,577     1,561     43,433     20     17     9     64,923     22,370     20,819  
 

Additions to goodwill and intangible assets(2)

    414     809     98     9     12     42     32     35     21     14     101     22     20     6     10     5     495     967     188  
 

Total investment in associated companies

    2     19     1     8     2     2     16     18     16                       17     8,342     17,752     17,693     8,385     17,791     17,712  
 

Additions to investment in associated companies

          22                                                                       23     29     9,498     23     51     9,498  
 

Cash, marketable securities and derivative financial instruments

                                                                                  8,134     17,449     6,117     8,134     17,449     6,117  
 

Financial debts and derivative financial instruments

                                                                                  22,987     13,988     7,364     22,987     13,988     7,364  
 

Current income tax and deferred tax liabilities

                                                                                  9,399     6,223     5,520     9,399     6,223     5,520  

(1)
Alcon, Inc. is consolidated from August 25, 2010
(2)
Excluding impact of business combinations

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

        The following countries accounted for more than 5% of at least one of the respective Group totals for the years ended December 31, 2010, 2009 and 2008:

 
  Net sales(1)   Total of selected non-current assets(2)  
Country
  2010   %   2009   %   2008   %   2010   %   2009   %   2008   %  
 
  $ millions
   
  $ millions
   
  $ millions
   
  $ millions
   
  $ millions
   
  $ millions
   
 

Switzerland

    584     1     604     2     531     1     14,631     17     13,204     24     12,478     24  

United States

    15,863     31     14,254     32     12,861     31     11,952     13     11,717     22     12,014     23  

Germany

    3,926     8     4,035     9     4,114     10     4,267     5     4,649     8     4,471     9  

Japan

    4,061     8     3,545     8     2,987     7     153           142           164        

France

    2,369     5     2,355     5     2,284     6     317           349     1     348     1  

Other

    21,395     42     19,474     44     18,682     45     12,889     15     14,038     26     11,738     23  
                                                   

Total divisions excl. Alcon, Inc

    48,198     95     44,267     100     41,459     100     44,209     50     44,099     81     41,213     80  

Alcon, Inc. 

    2,426     5                             44,939     50     10,137 (3)   19     10,418 (3)   20  
                                                   

Group

    50,624     100     44,267     100     41,459     100     89,148     100     54,236     100     51,631     100  
                                                   

Europe

    18,558     37     18,362     42     18,034     44     27,354     31     27,635     51     25,222     49  

Americas

    20,224     40     17,820     40     16,286     39     15,485     17     15,193     28     14,857     29  

Asia / Africa / Australasia

    9,416     18     8,085     18     7,139     17     1,370     2     1,271     2     1,134     2  
                                                   

Total divisions excl. Alcon, Inc

    48,198     95     44,267     100     41,459     100     44,209     50     44,099     81     41,213     80  

Alcon, Inc. 

    2,426     5                             44,939     50     10,137     19     10,418     20  
                                                   

Group

    50,624     100     44,267     100     41,459     100     89,148     100     54,236     100     51,631     100  
                                                   

(1)
Net sales from operations by location of third party customer

(2)
Total of property, plant and equipment, goodwill, intangible assets and investment in associated companies

(3)
Value of the approximately 25% interest in Alcon, Inc. accounted for using the equity method

        The Group's two largest customers account for approximately 8% each of net sales, and the third largest one accounts for 7% (2009: 8%, 7% and 6%; 2008: 8%, 7% and 6%), of net sales. No other customer accounts for 2% or more of net sales.

        The highest amounts of trade receivables outstanding were for these three customers. They amounted to 9%, 5% and 6% (2009: 9%, 6% and 6%), respectively, of the Group's trade receivables at December 31, 2010.

F-31


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

Pharmaceuticals Division therapeutic area net sales

Therapeutic areas
  2010   2009   Change
in $
(2009 to
2010)
  Change
in constant
currencies
(2009 to
2010)
  2008(1)   Change
in $
(2008 to
2009)
  Change
in constant
currencies
(2008 to
2009)
 
 
  $ millions
  $ millions
  %
  %
  $ millions
  %
  %
 

Cardiovascular and Metabolism

                                           

Hypertension medicines

                                           

Diovan

    6,053     6,013     1     0     5,740     5     6  

Exforge

    904     671     35     35     406     65     72  

Tekturna/Rasilez

    438     290     51     53     144     101     104  

Subtotal

    7,395     6,974     6     5     6,290     11     12  
                               

Galvus

    391     181     116     122     43     321     327  

Lotrel

    266     322     (17 )   (18 )   386     (17 )   (17 )
                               

Total strategic franchise products

    8,052     7,477     8     7     6,719     11     13  
                               

Established medicines
(Lescol included)

    1,103     1,319     (16 )   (17 )   1,464     (10 )   (7 )

Total Cardiovascular and Metabolism products

    9,155     8,796     4     4     8,183     7     9  
                               

Oncology

                                           

BCR-Abl franchise

                                           

Gleevec/Glivec

    4,265     3,944     8     7     3,670     7     12  

Tasigna

    399     212     88     89     89     138     145  

Subtotal

    4,664     4,156     12     11     3,759     11     15  
                               

Zometa

    1,511     1,469     3     2     1,382     6     9  

Femara

    1,376     1,266     9     9     1,129     12     16  

Sandostatin

    1,291     1,155     12     11     1,123     3     7  

Exjade

    762     652     17     16     531     23     27  

Afinitor

    243     70     nm     nm     1     nm     nm  

Other

    181     231     (22 )   (23 )   286     (19 )   (16 )
                               

Total Oncology products

    10,028     8,999     11     11     8,211     10     14  
                               

Neuroscience and Ophthalmics

                                           

Lucentis

    1,533     1,232     24     24     886     39     47  

Exelon/Exelon Patch

    1,003     954     5     6     815     17     22  

Comtan/Stalevo

    600     554     8     8     502     10     14  

Extavia

    124     49     nm     nm         nm     nm  

Other

    457     459     0     (1 )   543     (15 )   (11 )
                               

Total strategic franchise products

    3,717     3,248     14     14     2,746     18     24  

Established medicines

    567     575     (1 )   (4 )   636     (10 )   (5 )
                               

Total Neuroscience and Ophthalmics products

    4,284     3,823     12     11     3,382     13     18  
                               

F-32


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

Therapeutic areas
  2010   2009   Change
in $
(2009 to
2010)
  Change
in constant
currencies
(2009 to
2010)
  2008(1)   Change
in $
(2008 to
2009)
  Change
in constant
currencies
(2008 to
2009)
 
 
  $ millions
  $ millions
  %
  %
  $ millions
  %
  %
 

Respiratory

                                           

Xolair

    369     338     9     12     211     60     65  

Tobi

    279     300     (7 )   (7 )   295     2     4  

Onbrez Breezhaler

    33     1     nm     nm         nm     nm  
                               

Total strategic franchise products

    681     639     7     9     506     26     30  
                               

Established medicines

    174     190     (8 )   (10 )   191     0     2  

Total Respiratory products

    855     829     3     4     697     19     22  
                               

Integrated Hospital Care (IHC)*

                                           

Neoral/Sandimmun

    871     919     (5 )   (7 )   956     (4 )   (1 )

Aclasta/Reclast

    579     472     23     23     254     86     88  

Myfortic

    444     353     26     23     290     22     28  

Zortress/Certican

    144     118     22     25     95     24     31  

Ilaris

    26     3     nm     nm         nm     nm  

Other

    293     235     25     24     200     18     23  
                               

Total strategic franchise products

    2,357     2,100     12     11     1,795     17     21  
                               

Established medicines

    890     941     (5 )   (7 )   1,098     (14 )   (12 )

Total IHC products

    3,247     3,041     7     5     2,893     5     9  
                               

Additional products

                                           

Voltaren (excl. OTC)

    791     797     (1 )   (1 )   814     (2 )   1  

Ritalin/Focalin

    464     449     3     3     440     2     4  

Tegretol

    355     375     (5 )   (7 )   451     (17 )   (13 )

Foradil

    353     357     (1 )   (1 )   387     (8 )   3  

Trileptal

    253     295     (14 )   (14 )   332     (11 )   (7 )

Everolimus stent drug

    240     215     12     7         nm     nm  

Other

    533     562     (5 )   (6 )   541     4     5  
                               

Total additional products

    2,989     3,050     (2 )   (3 )   2,965     3     7  
                               

Total strategic franchise products

    24,835     22,462     11     10     19,977     12     16  

Total established medicines and additional products

    5,723     6,076     (6 )   (7 )   6,354     (4 )   (1 )
                               

Total Division net sales

    30,558     28,538     7     6     26,331     8     12  
                               

*
includes Transplantation

nm—not meaningful

(1)
Net sales in 2008 include a one-time contribution of $104 million from a brand-specific provision reversal following a Novartis review of accounting for rebate programs to US government health agencies. Individual brand sales may include contributions from the reversal of these provisions.

F-33


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3.     Segmentation of key figures 2010, 2009 and 2008 (Continued)

        The product portfolio of other segments is widely spread and none of the products or product ranges exceed 5% of the net sales of the Group.

4.     Associated companies

        Novartis has the following significant investments in associated companies which are accounted for using the equity method:

 
  Balance sheet value   Net income statement effect  
 
  2010   2009   2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Roche Holding AG, Switzerland

    8,173     7,471     380     321     439  

Alcon Inc., Switzerland

          10,137     433     (28 )   (11 )

Others

    212     183     (9 )         13  
                       

Total

    8,385     17,791     804     293     441  
                       

        The results of the Group's associated companies are adjusted to be in accordance with IFRS in cases where IFRS is not already used.

        Since up-to-date financial data are not available when Novartis produces its consolidated financial results, a survey of analyst estimates is used to estimate the Group's share of net income in Roche Holding. Any differences between these estimates and actual results will be adjusted in the Group's 2011 consolidated financial statements.

        The following table shows summarized financial information of the major associated company for the year ended December 31, 2009 since 2010 data is not yet available:

 
  Asset   Liabilities   Revenue   Net income  
 
  billions
  billions
  billions
  billions
 

Roche (CHF)

    74.6     65.2     51.2     8.5  


Roche Holding AG

        The Group's initial holding in Roche voting shares was 33.3% at December 31, 2010 and 2009. This investment represents approximately 6.3% of Roche's total outstanding voting and non-voting equity instruments. The purchase price allocation used publicly available information at the time of acquisition.

F-34


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.     Associated companies (Continued)

        The December 31, 2010 balance sheet value allocation is as follows:

 
  $ millions
 

Novartis share of Roche's reported net assets

    2,740  

Novartis share of net book value of additionally appraised intangible assets

    2,077  

Net book value of implicit Novartis goodwill

    3,027  
       

Total residual value of purchase price

    7,844  

Accumulated equity accounting adjustments and translation effects less dividend received

    329  
       

December 31, 2010 balance sheet value

    8,173  
       

        The identified intangible assets principally relate to the value of currently marketed products and are amortized on a straight-line basis over their estimated average useful life of 20 years.

        The income statement effects from applying Novartis accounting principles for this investment in 2010, 2009 and 2008 are as follows:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Novartis share of Roche's estimated current-year consolidated net income

    559     496     560  

Prior-year adjustment

    (43 )   (40 )   11  

Amortization of fair value adjustments relating to intangible assets net of taxes of $41 million (2009: $41 million; 2008: $40 million)

    (136 )   (135 )   (132 )
               

Net income effect

    380     321     439  
               

        The market value of the Novartis interest in Roche (Reuters symbol: RO.S) at December 31, 2010, was $8.2 billion (2009: $9.3 billion) which was approximately the consolidated balance sheet carrying value.


Alcon Inc.

        The Group's initial holding in Alcon voting shares was acquired on July 7, 2008, and amounted to 24.8% at December 31, 2009. In order to apply the equity method of accounting, Novartis estimated the fair values of Alcon's identified assets and liabilities at the time of the acquisition of this initial interest and, as a result, the implicit goodwill. The purchase price allocation used findings arising from due diligence performed by Novartis prior to the acquisition and from publicly available information. The identified intangible assets principally related to the value of currently marketed products and have been straight-line basis over their estimated average useful life of 10 years. In 2010, the Group completed its purchase of an additional 52% of Alcon resulting in approximately 77% ownership. As from August 25, 2010 Alcon is fully consolidated and no longer accounted for as an associated company.

F-35


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.     Associated companies (Continued)

        Alcon provides its consolidated financial statements under US Generally Accepted Accounting Principles (US GAAP) and reports its results in US dollars.

        The impact on the Group's consolidated income statement for the period from January 1, 2010 to August 25, 2010 and for the years ended December 31, 2009 and 2008 from applying this approach (and taking into account any necessary adjustments for material accounting differences between US GAAP and IFRS), is the following:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Novartis share of Alcon's current-year consolidated net income

    385     493     255  

Prior-year adjustment

    2     5        

Revaluation of initial 25% interest to deemed fair value

    378              

Recycling of losses accumulated in comprehensive income from July 7, 2008 to August 25, 2010

    (43 )            

Depreciation and amortization of fair value adjustments relating to property, plant & equipment, inventory and intangible assets, net of taxes of $61 million (2009: $115 million; 2008: $57 million)

    (289 )   (526 )   (266 )
               

Net income effect

    433     (28 )   (11 )
               

        The market value of the Group's interest in Alcon (NYSE symbol: ACL) at December 31, 2009, was $12.2 billion, (2008: $6.6 billion) which was significantly more than the balance sheet carrying value so no trigger for impairment testing was deemed to exist.

F-36


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.     Financial income and interest expense

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Interest income

    103     156     306  

Dividend income

    3     3     9  

Net capital gains on available-for-sale securities

          110     102  

Impairment of available-for-sale securities

    (4 )   (20 )   (169 )

Income on options and forward contracts

    66     97     28  

Expenses on options and forward contracts

    (38 )   (85 )      

Other financial income

                11  

Other financial expense

    (39 )   (23 )   (59 )

Currency result, net

    (27 )   (40 )   156  
               

Total financial income

    64     198     384  
               

Interest expense

    (615 )   (442 )   (249 )

Expense due to discounting long-term liabilities

    (77 )   (109 )   (41 )
               

Total interest expense

    (692 )   (551 )   (290 )
               

6.     Taxes

Income before taxes

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Switzerland

    4,679     4,281     6,189  

Foreign

    7,023     5,641     3,310  
               

Total income before taxes

    11,702     9,922     9,499  
               


Current and deferred income tax expense

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Switzerland

    (425 )   (413 )   (435 )

Foreign

    (1,749 )   (1,593 )   (1,313 )
               

Total current income tax expense

    (2,174 )   (2,006 )   (1,748 )
               

Switzerland

    (94 )   188     92  

Foreign

    535     350     320  
               

Total deferred tax income

    441     538     412  
               

Total income tax expense

    (1,733 )   (1,468 )   (1,336 )
               

F-37


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

6.     Taxes (Continued)


Analysis of tax rate

        The main elements contributing to the difference between the Group's overall expected tax rate (which can change each year since it is calculated as the weighted average tax rate based on pre-tax income of each subsidiary) and the effective tax rate are:

 
  2010   2009   2008  
 
  %
  %
  %
 

Expected tax rate

    15.8     15.8     14.7  

Effect of disallowed expenditures

    3.0     3.0     2.4  

Effect of utilization of tax losses brought forward from prior periods

    (0.1 )   (0.4 )   (0.2 )

Effect of income taxed at reduced rates

          (0.1 )   (0.1 )

Effect of tax credits and allowances

    (2.1 )   (1.4 )   (1.7 )

Effect of tax rate change on opening balance

                (1.9 )

Effect of tax benefits expiring in 2017

    (0.4 )            

Effect of write-down of investments in subsidiaries

    (0.7 )   (1.7 )   (0.1 )

Prior year and other items

    (0.7 )   (0.4 )   1.0  
               

Effective tax rate

    14.8     14.8     14.1  
               

        The expected tax rate is impacted by the different mix in profitability of the Group's subsidiaries in the respective countries.

        The utilization of tax-loss carry-forwards lowered the tax charge by $17 million, $45 million and $23 million in 2010, 2009 and 2008, respectively.

7.     Earnings per share

        Basic earnings per share (EPS) is calculated by dividing net income attributable to shareholders of Novartis AG by the weighted average number of shares outstanding in a reporting period. This calculation excludes the average number of issued shares purchased by the Group and held as treasury shares.

 
  2010   2009   2008  

Basic earnings per share

                   

Weighted average number of shares outstanding (in millions)

    2,286     2,268     2,265  
               

Net income attributable to shareholders of Novartis AG ($ millions)

                   

—Continuing operations

    9,794     8,400     8,125  

—Discontinued operations

                70  
               

—Total

    9,794     8,400     8,195  
               

Basic earnings per share ($)

                   

—Continuing operations

    4.28     3.70     3.59  

—Discontinued operations

                0.03  
               

—Total

    4.28     3.70     3.62  
               

F-38


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.     Earnings per share (Continued)

        For diluted EPS, the weighted average number of shares outstanding is adjusted to assume the vesting of all restricted shares and the conversion of all potentially dilutive shares arising from options on Novartis shares that have been issued.

 
  2010   2009   2008  

Diluted earnings per share

                   

Weighted average number of shares outstanding (in millions)

    2,286     2,268     2,265  

Adjustment for dilutive shares and options (in millions)

    15     9     19  
               

Weighted average number of shares for diluted earnings per share (in millions)

    2,301     2,277     2,284  
               

Net income attributable to shareholders of Novartis AG ($ millions)

                   

—Continuing operations

    9,794     8,400     8,125  

—Discontinued operations

                70  
               

—Total

    9,794     8,400     8,195  
               

Diluted earnings per share ($)

                   

—Continuing operations

    4.26     3.69     3.56  

—Discontinued operations

                0.03  
               

—Total

    4.26     3.69     3.59  
               

        Options equivalent to 82.9 million shares (2009: 109.3 million; 2008: 66.5 million) were excluded from the calculation of diluted earnings EPS since they were not dilutive.

8.     Changes in consolidated statements of comprehensive income

        The statement of comprehensive income includes the Group's net income for the year as well as all other valuation adjustments recorded in the Group's consolidated balance sheet but which under IFRS are not recorded in the consolidated income statement. These include fair value adjustments to marketable securities, actuarial losses or gains on defined benefit pension and other post-employment plans and currency translation effects, net of tax. These amounts are subject to significant volatility outside of the control of management due to such factors as share price, foreign currency and interest rate movements.

        Following the adoption of IFRS 3R from January 1, 2010, any revaluation of previously held equity interests are now recorded directly in the consolidated income statement. Up to December 31, 2009 they were recorded in a separate component of the consolidated statement of comprehensive income.

F-39


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     Changes in consolidated statements of comprehensive income (Continued)

        The following table summarizes these fair value adjustments attributable to Novartis shareholders:

 
  Fair value
adjustments
to marketable
securities
  Fair value
adjustments
of deferred
cash flow
hedges
  Actuarial gains/
losses from
defined benefit
plans
  Revaluation
of initial
non-controlling
interests
  Cumulative
translation
effects
  Total
fair value
adjustments
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Fair value adjustments at January 1, 2008

    407     18     (1,369 )   647     3,476     3,179  
                           

Fair value adjustments on financial instruments

    (265 )   (245 )                     (510 )

Net actuarial losses from defined benefit plans

                (2,140 )               (2,140 )

Revaluation of initial non-controlling interest in Speedel

                      38           38  

Currency translation effects

                            (1,122 )   (1,122 )
                             

Total fair value adjustments in 2008

    (265 )   (245 )   (2,140 )   38     (1,122 )   (3,734 )
                           

Fair value adjustments at December 31, 2008

    142     (227 )   (3,509 )   685     2,354     (555 )
                           

Fair value adjustments on financial instruments

    89     4                       93  

Net actuarial gains from defined benefit plans

                949                 949  

Currency translation effects

                            781     781  
                             

Total fair value adjustments in 2009

    89     4     949           781     1,823  
                           

Fair value adjustments at December 31, 2009

    231     (223 )   (2,560 )   685     3,135     1,268  
                           

Fair value adjustments on financial instruments

    (73 )   41                       (32 )

Net actuarial losses from defined benefit plans

                (678 )               (678 )

Currency translation effects

                            534     534  
                             

Total fair value adjustments in 2010

    (73 )   41     (678 )         534     (176 )
                           

Fair value adjustments at December 31, 2010

    158     (182 )   (3,238 )   685     3,669     1,092  
                           

F-40


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     Changes in consolidated statements of comprehensive income (Continued)

8.1)    The 2010, 2009 and 2008 changes in the fair value of financial instruments consist of the following:

 
  Fair value
adjustments to
marketable
securities
  Fair value
adjustments of
deferred cash
flow hedges
  Total  
 
  $ millions
  $ millions
  $ millions
 

Fair value adjustments at January 1, 2010

    231     (223 )   8  
               

Changes in fair value:

                   

—Available-for-sale marketable securities

    19           19  

—Other financial assets

    (226 )         (226 )

—Associated companies' movements in comprehensive income

    (5 )         (5 )

Realized net gains transferred to the consolidated income statement:

                   

—Marketable securities sold

    (39 )         (39 )

—Other financial assets sold

    (15 )         (15 )

Amortized net losses on cash flow hedges transferred to the consolidated income statement

          44     44  

Impaired marketable securities and other financial assets

    164           164  

Deferred tax on above items

    28     (3 )   25  
               

Fair value adjustments during the year

    (74 )   41     (33 )
               

Fair value adjustments at December 31, 2010

    157     (182 )   (25 )
               

F-41


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     Changes in consolidated statements of comprehensive income (Continued)

 

 
  Fair value
adjustments to
marketable
securities
  Fair value
adjustments of
deferred cash
flow hedges
  Total  
 
  $ millions
  $ millions
  $ millions
 

Fair value adjustments at January 1, 2009

    142     (227 )   (85 )
               

Changes in fair value:

                   

—Available-for-sale marketable securities

    57           57  

—Other financial assets

    (8 )         (8 )

—Associated companies' movements in comprehensive income

    19           19  

Realized net gains transferred to the consolidated income statement:

                   

—Marketable securities sold

    (37 )         (37 )

—Derivative financial instruments

          (36 )   (36 )

—Other financial assets sold

    (8 )         (8 )

Amortized net losses on cash flow hedges transferred to the consolidated income statement

          36     36  

Impaired marketable securities and other financial assets

    71           71  

Deferred tax on above items

    (5 )   4     (1 )
               

Fair value adjustments during the year

    89     4     93  
               

Fair value adjustments at December 31, 2009

    231     (223 )   8  
               

F-42


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     Changes in consolidated statements of comprehensive income (Continued)

 

 
  Fair value
adjustments to
marketable
securities
  Fair value
adjustments of
deferred cash
flow hedges
  Total  
 
  $ millions
  $ millions
  $ millions
 

Fair value adjustments at January 1, 2008

    407     18     425  
               

Changes in fair value:

                   

—Available-for-sale marketable securities

    (219 )         (219 )

—Cash flow hedges

          33     33  

—Other financial assets

    (255 )         (255 )

—Associated companies' equity movements

    (33 )         (33 )

Realized net gains transferred to the income statement:

                   

—Marketable securities sold

    (50 )         (50 )

—Derivative financial instruments

          5     5  

—Other financial assets sold

    (4 )         (4 )

Realized net losses on cash flow hedges

          (299 )   (299 )

Impaired marketable securities and other financial assets

    253           253  

Deferred tax on above items

    43     16     59  
               

Fair value adjustments during the year

    (265 )   (245 )   (510 )
               

Fair value adjustments at December 31, 2008

    142     (227 )   (85 )
               

        In 2008, Novartis hedged the interest rate risk arising from the anticipated issuance of long-term debt. When the hedges were entered into the issuance of long-term debt was considered highly probable by the end of 2008, however, since the transactions were delayed the derivative transactions were closed during 2008. As the transactions still remained probable at December 31, 2008 the $299 million of realized losses were deferred. The financings were completed in 2009 and the previously realized losses of $299 million are now being amortized into the income statement over the period of the long-term financings.

8.2)    Actuarial (losses)/gains on defined benefit plans arise from:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Defined benefit pension plans before tax

    (832 )   1,256     (2,879 )

Other post-employment benefit plans before tax

    (24 )   (19 )   27  

Taxation on above items

    171     (288 )   712  
               

Total after tax

    (685 )   949     (2,140 )
               

F-43


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.     Changes in consolidated statements of comprehensive income (Continued)

8.3)    The Group has investments in associated companies, principally Roche Holding AG. The Group's share in movements in these companies' other comprehensive income are recognized directly in the respective categories of the Novartis consolidated statement of comprehensive income, net of tax. The currency translation effects and fair value adjustments of associated companies are included in the corresponding Group amounts. All other movements in these companies' statements of comprehensive income are recognized directly in the consolidated statement of comprehensive income of Novartis in the category shown as the Novartis share of other items recorded in comprehensive income recognized by associated companies, net of tax. These amounted to charges of $94 million (2009: $43 million; 2008: $201 million).

        Alcon, Inc. was accounted for as an associated company until August 25, 2010, when Novartis acquired an approximate 77% majority ownership and, as a result, Alcon has been fully consolidated from that date. $43 million of losses accumulated in the consolidated statement of comprehensive income since accounting as an associated company using the equity method began in July 2008, have been recycled into the consolidated income statement as of the date of obtaining majority ownership.

8.4)    In 2008, the acquisition of Speedel Holding AG and related purchase price allocation resulted in a revaluation of the previously held 9.5% interest by $38 million.

8.5)    As a result of the liquidation of a subsidiary, $0.4 million of cumulative currency translation gains have been transferred into financial income in 2008.

9.     Changes in consolidated equity

9.1)    At the 2010 Annual General meeting, a dividend of CHF 2.10 per share was approved that amounted to $4.5 billion, and was paid in 2010 (2009: CHF 2.00 per share dividend payment that amounted to $3.9 billion; 2008: CHF 1.60 per share dividend payment that amounted to $3.3 billion). The amount available for distribution as a dividend to shareholders is based on the available distributable retained earnings of Novartis AG determined in accordance with the legal provisions of the Swiss Code of Obligation.

9.2)    In 2010 a total of 8.4 million shares net were sold for $342 million (2009: sale of 1.0 million for $225 million; 2008: purchase of 6.4 million for $435 million) and 6.7 million shares (2009: 8.5 million shares; 2008: $6.8 million shares) were transferred to associates as part of the equity-based compensation, resulting in a net reduction of 15.1 million treasury shares (2009: 9.5 million treasury shares; 2008: 0.4 million treasury shares).

        Since the suspension of the share repurchase program in 2008, no further shares were repurchased in 2009 or 2010 (2008: 6 million shares at a value of $296 million). The net movements in treasury shares include shares bought and sold on the first and second trading lines of the SIX Swiss Exchange, transactions with associates and the exercising of options related to equity-based compensation

9.3)    No shares were cancelled in 2010. In 2009 a total of 6 million shares were cancelled (2008: 85.3 million shares).

9.4)    Equity-settled share-based compensation is expensed in the consolidated income statement in accordance with the vesting or service period of the share-based compensation plans. The value for the shares and options granted, including associated tax, represents an increase in consolidated equity.

F-44


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.     Changes in consolidated equity (Continued)

9.5)    The reduction in consolidated equity attributable to Novartis of $74 million arises from a dilution of the Novartis interest in Alcon since its consolidation from August 25, 2010. This is due to an increase in Alcon's outstanding shares, principally due to the issuance of new shares and the use of Alcon treasury shares to satisfy conversion of Alcon's equity-based instruments held by associates.

9.6)    As required by IAS 27R the excess of the consideration paid to acquire additional non-controlling interests over the proportionate share of the outstanding non-controlling interests' net assets is recognized against consolidated equity. This leads to a negative impact of $96 million, mainly driven by the acquisition of additional shares in Alcon.

9.7)    This amount contains primarily the proportionate share of the fair values of the net identifiable assets of the non-controlling interests of Alcon as determined by the purchase price allocation at its date of consolidation of August 25, 2010.

F-45


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.   Property, plant & equipment movements

2010
  Land   Buildings   Construction
in progress
  Machinery
& other
equipment
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Cost

                               

January 1

    709     9,380     2,176     13,635     25,900  

Impact of business combinations

    95     474     244     606     1,419  

Reclassifications(1)

    12     616     (1,407 )   779        

Additions

    3     62     1,260     328     1,653  

Disposals

    (2 )   (49 )   (28 )   (295 )   (374 )

Currency translation effects

    10     191     82     76     359  
                       

December 31

    827     10,674     2,327     15,129     28,957  
                       

Accumulated depreciation

                               

January 1

    (13 )   (3,869 )   (8 )   (7,935 )   (11,825 )

Reclassifications(1)

          5           (5 )      

Depreciation charge

    (4 )   (343 )         (1,016 )   (1,363 )

Depreciation on disposals

          29           264     293  

Impairment charge

          (3 )   2     (9 )   (10 )

Currency translation effects

    (2 )   (137 )         (73 )   (212 )
                       

December 31

    (19 )   (4,318 )   (6 )   (8,774 )   (13,117 )
                       

Net book value at December 31

    808     6,356     2,321     6,355     15,840  
                       

Insured value at December 31

                            32,288  
                               

Net book value of property, plant & equipment under finance lease contracts

                            4  
                               

Commitments for purchases of property, plant & equipment

                            597  
                               

(1)
Reclassifications between various asset categories due to completion of plant and other equipment under construction.

        The Group was awarded government grants in the United States for the construction of a manufacturing facility to produce flu vaccines. The contracts included a maximum of $294 million cost reimbursement for construction activities and equipment, of which $185 million was received by December 31, 2010. These grants were deducted in arriving at the carrying value of the assets since the receipt of the respective government grant is reasonably assured. There are no onerous contracts or unfulfilled conditions in connection with this grant.

F-46


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.   Property, plant & equipment movements (Continued)

        Borrowing costs on new additions to property, plant and equipment have been capitalized since January 1, 2009 and amounted to $1 million in 2010 (2009: $1 million).

2009
  Land   Buildings   Construction
in progress
  Machinery
& other
equipment
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Cost

                               

January 1

    658     8,560     2,440     12,315     23,973  

Impact of business combinations

    2     21     2     39     64  

Reclassifications(1)

    50     782     (1,809 )   977        

Additions

    5     93     1,453     332     1,883  

Disposals

    (19 )   (259 )   (7 )   (375 )   (660 )

Currency translation effects

    13     183     97     347     640  
                       

December 31

    709     9,380     2,176     13,635     25,900  
                       

Accumulated depreciation

                               

January 1

    (18 )   (3,727 )   (1 )   (7,127 )   (10,873 )

Reclassifications(1)

          5           (5 )      

Depreciation charge

    (2 )   (318 )         (921 )   (1,241 )

Depreciation on disposals

    7     251           327     585  

Impairment charge

          (1 )   (7 )   (1 )   (9 )

Currency translation effects

          (79 )         (208 )   (287 )
                       

December 31

    (13 )   (3,869 )   (8 )   (7,935 )   (11,825 )
                       

Net book value at December 31

    696     5,511     2,168     5,700     14,075  
                       

Insured value at December 31

                            27,147  
                               

Net book value of property, plant & equipment under finance lease contracts

                            4  
                               

Commitments for purchases of property, plant & equipment

                            548  
                               

(1)
Reclassifications between various asset categories due to completion of plant and other equipment under construction.

F-47


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   Goodwill and intangible asset movements

2010
  Goodwill   Acquired
research &
development
  Alcon
brand name
  Technologies   Currently
marketed
products &
marketing
know-how
  Other
intangible
assets
  Total of
intangible
assets other
than goodwill
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Cost

                                           

January 1

    12,624     3,216           1,271     11,737     954     17,178  

Impact of business combinations

    17,986     1,418     2,980     5,460     16,521     44     26,423  

Reclassifications(1)

          (474 )               474              

Additions

          344                 62     89     495  

Disposals

          (24 )               (184 )   (13 )   (221 )

Currency translation effects

    (349 )   147           (32 )   90     61     266  
                               

December 31

    30,261     4,627     2,980     6,699     28,700     1,135     44,141  
                               

Accumulated amortization

                                           

January 1

    (585 )   (547 )         (273 )   (5,395 )   (632 )   (6,847 )

Reclassifications(1)

                      (16 )         16        

Amortization charge

                      (91 )   (970 )   (74 )   (1,135 )

Amortization on disposals

          22                 95     12     129  

Impairment charge

          (991 )               (14 )   (13 )   (1,018 )

Reversal of impairment charge

          2                 105           107  

Currency translation effects

    16     (51 )         10     (75 )   (30 )   (146 )
                                 

December 31

    (569 )   (1,565 )         (370 )   (6,254 )   (721 )   (8,910 )
                               

Net book value at December 31

    29,692     3,062     2,980     6,329     22,446     414     35,231  
                               

(1)
Reclassifications between various asset categories as a result of product launches of acquired In-Process Research & Development.

F-48


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   Goodwill and intangible asset movements (Continued)

2009
  Goodwill   Acquired
research &
development
  Technologies   Currently
marketed
products
  Other
intangible
assets
  Total of
intangible
assets other
than goodwill
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Cost

                                     

January 1

    11,976     3,028     754     10,599     942     15,323  

Impact of business combinations

    548     161     427     241           829  

Reclassifications(1)

          (790 )   60     724     6        

Additions

    57     758           104     48     910  

Disposals

    (128 )   (21 )   (1 )   (52 )   (59 )   (133 )

Currency translation effects

    171     80     31     121     17     249  
                           

December 31

    12,624     3,216     1,271     11,737     954     17,178  
                           

Accumulated amortization

                                     

January 1

    (691 )   (477 )   (201 )   (4,561 )   (550 )   (5,789 )

Reclassifications(1)

                (6 )   6              

Amortization charge

                (51 )   (875 )   (99 )   (1,025 )

Amortization on disposals

    122     21           34     59     114  

Impairment charge

          (71 )         (33 )   (28 )   (132 )

Reversal of impairment charge

          6           100           106  

Currency translation effects

    (16 )   (26 )   (15 )   (66 )   (14 )   (121 )
                           

December 31

    (585 )   (547 )   (273 )   (5,395 )   (632 )   (6,847 )
                           

Net book value at December 31

    12,039     2,669     998     6,342     322     10,331  
                           

(1)
Reclassifications between various asset categories as a result of product launches of acquired In-Process Research & Development.

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   Goodwill and intangible asset movements (Continued)


Segmentation of goodwill and intangible assets

        The net book values at December 31, 2010 of goodwill and intangible assets are allocated to the Group's segments as summarized below:

 
  Goodwill   Acquired
research &
development
  Alcon
brand name
  Technologies   Currently
marketed
products &
marketing
know-how
  Other
intangible
assets
  Total of
intangible
assets other
than goodwill
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Pharmaceuticals

    2,862     1,812                 1,841     181     3,834  

Vaccines and Diagnostics

    1,111     123           238     1,351     150     1,862  

Sandoz

    7,184     508           743     1,878     23     3,152  

Consumer Health

    605     4                 855     1     860  

Alcon

    17,923     615     2,980     5,348     16,521     46     25,510  

Corporate

    7                             13     13  
                               

Total

    29,692     3,062     2,980     6,329     22,446     414     35,231  
                               

Potential impairment charge, if any, if discounted cash flows fell by 5%

          3                 8           11  

Potential impairment charge, if any, if discounted cash flows fell by 10%

          7                 16           23  

        Goodwill, the Alcon brand name and acquired In-Process R&D are tested for possible impairment annually and whenever events or changes in circumstances indicate the value may not be fully recoverable. If the initial accounting for an intangible asset acquired in the reporting period is only provisional, it is not tested for impairment unless an impairment indicator exists, and not included in the calculation of the net book values at risk from changes in the amount of discounted cash flows. An impairment is recognized when the consolidated balance sheet carrying amount is higher than the greater of "fair value less costs to sell" and "value in use."

        Novartis has adopted a uniform method for assessing goodwill for impairment and any other intangible asset indicated as possibly impaired. Under this method, the "fair value less costs to sell" of the related cash-generating unit is calculated and only if it is lower than the consolidated balance sheet carrying amount is the value in use determined. Novartis uses the Discounted Cash Flow (DCF) method to determine the "fair value less costs to sell" of a related cash-generating unit, which starts with a forecast of all expected future net cash flows. Generally, for intangible assets Novartis uses cash flow projections for the whole useful life of these assets, and for goodwill cash flow projections for the next five years are utilized based on a range of management forecasts, with a terminal value using sales projections in line or lower than inflation thereafter. Three probability-weighted scenarios are typically used. These cash flows, which reflect the risks and uncertainties associated with the asset, are discounted at an appropriate rate to

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   Goodwill and intangible asset movements (Continued)


net present value. The net present values involve highly sensitive estimates and assumptions specific to the nature of the Group's activities with regard to:

        Factors that could result in shortened useful lives or impairment include entry into the market of generic or alternative products, lower than expected sales for acquired products or for sales associated with patents and trademarks; or lower than anticipated future sales resulting from acquired IPR&D. Changes in the discount rates used for these calculations also could lead to impairments. Additionally, impairments of IPR&D and product and marketing rights may also result from events such as the outcome of R&D activity, obtaining regulatory approval and the launch of competing products.

        The discount rates used are based on the Group's weighted average cost of capital which is considered to be a good proxy for the capital cost of a market participant, which is adjusted for specific country and currency risks associated with the cash flow projections.

        Due to the above factors, actual cash flows and values could vary significantly from the forecasted future cash flows and related values derived using discounting techniques.

        The recoverable amount of a cash-generating unit and related goodwill is based on the higher of fair value less costs to sell or value in use. The following assumptions are used in the calculations:

 
  Pharmaceuticals   Vaccines and
Diagnostics
  Sandoz   Consumer
Health
 
 
  %
  %
  %
  %
 

Sales growth rate assumptions after forecast period

    0.6     2.0     0 to 2.0     (10.0) to 2.0  

Discount rate

    7.0     7.0     7.0     7.0  

        There has been no triggering event concerning Alcon between the date of acquisition of majority ownership of August 25, 2010 and December 31, 2010 that indicates that an impairment is necessary of any values determined as part of the final allocation of the purchase price as of August 25, 2010.

        In 2010, Novartis recorded impairment charges totaling $1.0 billion. These relate to impairment charges of $356 million for Mycograb, $250 million for PTZ601, $228 million for albinterferon alfa-2b and

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11.   Goodwill and intangible asset movements (Continued)


$120 million for ASA404 as Novartis decided to discontinue the related development projects. Additionally, $40 million were recorded for various other impairment charges in the Pharmaceuticals Division. Novartis also recorded various impairment charges of $24 million in the Sandoz and Consumer Health Divisions.

        In 2009, impairment charges of $132 million were recorded, mainly for terminated development projects or for where the anticipated cash flows from future sales no longer supported the carrying value of the intangible assets. These related to various impairment charges of $88 million, mainly for upfront and milestone payments in the Pharmaceuticals Division and $44 million in the Vaccines and Diagnostics, Sandoz and Consumer Health Divisions.

        Changes in circumstances of products impaired in prior years led to reversals in 2010 that amounted to $107 million mainly relating to Famvir product rights (2009: $106 million).

        In 2008, Novartis recorded impairment charges totaling $344 million. These relate to an impairment charge of $223 million for Aurograb and $97 million for various other impairments of upfront and milestone payments and product rights in the Pharmaceuticals Division. Additionally, Novartis recorded various impairment charges of $24 million for product rights in the Sandoz and Vaccines and Diagnostics Divisions.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.   Deferred tax assets and liabilities

 
  Property,
plant &
equipment
  Intangible
assets
  Pensions
and other
benefit
obligations
of associates
  Inventories   Tax loss
carryforwards
  Other
assets,
provisions
and
accruals
  Valuation
allowance
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Gross deferred tax assets at January 1, 2009

    121     410     866     1,358     211     1,477     (20 )   4,423  

Gross deferred tax liabilities at January 1, 2009

    (850 )   (2,098 )   (104 )   (306 )         (786 )         (4,144 )
                                   

Net deferred tax balance at January 1, 2009

    (729 )   (1,688 )   762     1,052     211     691     (20 )   279  
                                   

At January 1, 2009

    (729 )   (1,688 )   762     1,052     211     691     (20 )   279  

(Charged)/credited to income

    4     153     (17 )   100     9     285     4     538  

(Charged) to equity

                (288 )               (71 )         (359 )

Impact of business combinations

    (1 )   (179 )         (7 )         1           (186 )

Other movements

    (31 )   (29 )   (52 )   9     12     28     (1 )   (64 )
                                   

Net deferred tax balance at December 31, 2009

    (757 )   (1,743 )   405     1,154     232     934     (17 )   208  
                                   

Gross deferred tax assets at December 31, 2009

    72     281     931     1,429     232     1,687     (17 )   4,615  

Gross deferred tax liabilities at December 31, 2009

    (829 )   (2,024 )   (526 )   (275 )         (753 )         (4,407 )
                                   

Net deferred tax balance at December 31, 2009

    (757 )   (1,743 )   405     1,154     232     934     (17 )   208  
                                   

At January 1, 2010

    (757 )   (1,743 )   405     1,154     232     934     (17 )   208  

(Charged)/credited to income

    (11 )   431     (127 )   165     (49 )   32           441  

Credited to equity

                171                 37           208  

Impact of business combinations

    (54 )   (4,163 )   203     237     60     357     (2 )   (3,362 )

Other movements

    2     37     25     (17 )   (12 )   21           56  
                                   

Net deferred tax balance at December 31, 2010

    (820 )   (5,438 )   677     1,539     231     1,381     (19 )   (2,449 )
                                   

Gross deferred tax assets at December 31, 2010

    131     251     1,086     1,792     241     2,007     (19 )   5,489  

Gross deferred tax liabilities at December 31, 2010

    (951 )   (5,689 )   (409 )   (253 )   (10 )   (626 )         (7,938 )
                                   

Net deferred tax balance at December 31, 2010

    (820 )   (5,438 )   677     1,539     231     1,381     (19 )   (2,449 )
                                   

Deferred tax assets and liabilities after offsetting amounts of $249 millions recorded in companies within the same tax jurisdiction

                                                 

Deferred tax assets at December 31, 2010

                                              5,240  

Deferred tax liabilities at December 31, 2010

                                              (7,689 )
                                                 

Net deferred tax balance at December 31, 2010

                                              (2,449 )
                                                 

        A reversal of valuation allowance could occur when circumstances make the realization of deferred taxes probable. This would result in a decrease in the Group's effective tax rate.

        Deferred tax assets of $2.3 billion (2009: $1.8 billion) and deferred tax liabilities of $7.1 billion (2009: $3.5 billion) are expected to have an impact on current taxes payable after more than 12 months.

        At December 31, 2010, unremitted earnings of $45 billion (2009: $38 billion) have been retained by subsidiary companies for reinvestment. No provision is made for income taxes that would be payable upon

F-53


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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12.   Deferred tax assets and liabilities (Continued)


the distribution of these earnings. If these earnings were remitted, an income tax charge could result based on the tax statutes currently in effect.

 
  2010   2009  
 
  $ millions
  $ millions
 

Temporary differences on which no deferred tax has been provided as they are permanent in nature related to:

             
 

—Investments in subsidiaries

    7,137     1,377  
 

—Goodwill from acquisitions

    (24,711 )   (6,652 )

        The gross value of unused tax-loss carry-forwards that have, or have not, been capitalized as deferred tax assets, with their expiry dates is as follows:

 
  Not capitalized   Capitalized   2010 total  
 
  $ millions
  $ millions
  $ millions
 

One year

    155     1     156  

Two years

    67     4     71  

Three years

    159     8     167  

Four years

    159     18     177  

Five years

    58     158     216  

More than five years

    446     503     949  
               

Total

    1,044     692     1,736  
               

 

 
  Not capitalized   Capitalized   2009 total  
 
  $ millions
  $ millions
  $ millions
 

One year

    14           14  

Two years

    139           139  

Three years

    65     102     167  

Four years

    142     9     151  

Five years

    145     18     163  

More than five years

    369     634     1,003  
               

Total

    874     763     1,637  
               

        Deferred tax assets related to taxable losses of relevant Group entities are recognized to the extent it is considered probable that future taxable profits will be available against which such losses can be utilized in the foreseeable future.

        In 2010 $11 million (2009: $19 million; 2008: $6 million) of unused tax-loss carry-forwards expired.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13.   Financial assets

 
  2010   2009  
 
  $ millions
  $ millions
 

Financial investments, long-term loans and other investments

    857     1,047  

Loans to associated companies

    1     3  

Prepaid post-employment benefit plans

    982     1,585  
           

Total financial assets

    1,840     2,635  
           

        Available-for-sale financial investments at December 31, 2010, totaling $712 million (2009: $891 million) are valued at market value, while long-term loans and other investments of $145 million (2009: $156 million) are valued at amortized cost or at cost, whose fair values approximate the carrying amount.

        During 2010 and 2009, unrealized losses on available-for-sale financial investments occurred and amounted to a total of $160 million (2009: $51 million; 2008: $84 million). In 2010 a reversal of unrealized losses of $2 million occurred (2009: $11 million). These amounts were recorded in the consolidated income statement under Other Expense or Other Income, respectively.

14.   Inventories

 
  2010   2009  
 
  $ millions
  $ millions
 

Raw material, consumables

    931     953  

Finished products

    5,162     4,877  
           

Total inventories

    6,093     5,830  
           

F-55


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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14.   Inventories (Continued)

        The following summarizes movements in inventory write-downs deducted from inventory categories. Reversals of inventory provisions mainly result from the reassessment of inventory values manufactured prior to regulatory approval but for which approval was subsequently received:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

January 1

    (653 )   (637 )   (680 )

Impact of business combinations

    (101 )   (3 )      

Inventory write-downs charged to the consolidated income statement

    (1,106 )   (506 )   (738 )

Utilization of inventory provisions

    593     298     301  

Reversal of inventory provisions

    396     230     444  

Currency translation effects

    (8 )   (35 )   36  
               

December 31

    (879 )   (653 )   (637 )
               

15.   Trade receivables

 
  2010   2009  
 
  $ millions
  $ millions
 

Total gross trade receivables

    10,094     8,453  

Provisions for doubtful trade receivables

    (221 )   (143 )
           

Total trade receivables, net

    9,873     8,310  
           

        The following table summarizes the movement in the provision for doubtful trade receivables:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

January 1

    (143 )   (182 )   (169 )

Impact of business combinations

    (56 )   (3 )      

Provisions for doubtful trade receivables charged to the consolidated income statement

    (76 )   (63 )   (158 )

Utilization or reversal of provisions for doubtful trade receivables

    56     111     140  

Currency translation effects

    (2 )   (6 )   5  
               

December 31

    (221 )   (143 )   (182 )
               

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15.   Trade receivables (Continued)

        The following sets forth details of the age of trade receivables that are not overdue as specified in the payment terms and conditions established with Novartis customers as well as an analysis of overdue amounts and related provisions for doubtful trade receivables:

 
  2010   2009  
 
  $ millions
  $ millions
 

Not overdue

    8,684     6,703  

Past due for not more than one month

    366     976  

Past due for more than one month but less than three months

    320     230  

Past due for more than three months but less than six months

    217     182  

Past due for more than six months but less than one year

    208     148  

Past due for more than one year

    299     214  

Provisions for doubtful trade receivables

    (221 )   (143 )
           

Total trade receivables, net

    9,873     8,310  
           

        Provisions for doubtful trade receivables are established based upon the difference between the receivable value and the estimated net collectible amount. Novartis establishes provisions for doubtful trade receivables based on historical loss experiences. Significant financial difficulties of a customer, such as probability of bankruptcy or financial reorganization or default/delinquency in payments are considered indicators that recovery of trade receivables are doubtful.

        The maximum exposure to credit risk at the reporting date is the carrying value of net trade receivables mentioned above. Novartis does not expect to write off trade receivable amounts that are not past due nor unprovided for. The Group holds security amounting to $30 million as collateral for certain trade receivables.

        Trade receivables include amounts denominated in the following major currencies:

Currency
  2010   2009  
 
  $ millions
  $ millions
 

CHF

    230     163  

EUR

    2,108     2,259  

GBP

    168     153  

JPY

    1,494     1,289  

$

    3,888     2,577  

Other

    1,985     1,869  
           

Total trade receivables, net

    9,873     8,310  
           

F-57


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments

        The following tables show the contract or underlying principal amounts and fair values of derivative financial instruments analyzed by type of contract at December 31, 2010 and 2009. Contract or underlying principal amounts indicate the volume of business outstanding at the consolidated balance sheet date and do not represent amounts at risk. The fair values are determined by reference to market prices or standard pricing models that used observable market inputs at December 31, 2010 and 2009.


Derivative financial instruments

 
  Contract or
underlying
principal amount
  Positive fair values   Negative fair values  
 
  2010   2009   2010   2009   2010   2009  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Currency related instruments

                                     

Forward foreign exchange rate contracts

    4,814     4,735     38     52     (44 )   (64 )

Over-the-Counter currency options

    4,000     139     3                 (1 )
                           

Total of currency related instruments

    8,814     4,874     41     52     (44 )   (65 )
                           

Interest rate related instruments

                                     

Interest rate swaps

    61     1,000     1     13              
                               

Total of interest rate related instruments

    61     1,000     1     13              
                               

Options on equity securities

          15           23           (15 )
                                 

Total derivative financial instruments included in marketable securities and in current financial debts

    8,875     5,889     42     88     (44 )   (80 )
                           

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The following table shows by currency contract or underlying principal amount the derivative financial instruments at December 31, 2010 and 2009:

December 31, 2010
  EUR   $   JPY   Other   Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Currency related instruments

                               

Forward foreign exchange rate contracts

    2,039     1,776     286     713     4,814  

Over-the-Counter currency options

          4,000                 4,000  
                       

Total of currency related instruments

    2,039     5,776     286     713     8,814  
                       

Interest rate related instruments

                               

Interest rate swaps

                61           61  
                             

Total of interest rate related instruments

                61           61  
                             

Options on equity securities

                               
                       

Total derivative financial instruments

    2,039     5,776     347     713     8,875  
                       

 

December 31, 2009
  EUR   $   JPY   Other   Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Currency related instruments

                               

Forward foreign exchange rate contracts

    1,179     2,719     107     730     4,735  

Over-the-Counter currency options

    139                       139  
                       

Total of currency related instruments

    1,318     2,719     107     730     4,874  
                       

Interest rate related instruments

                               

Interest rate swaps

          1,000                 1,000  
                             

Total of interest rate related instruments

          1,000                 1,000  
                             

Options on equity securities

    15                       15  
                       

Total derivative financial instruments

    1,333     3,719     107     730     5,889  
                       


Derivative financial instruments effective for hedge accounting purposes

        At the end of 2010 and 2009 there were no open hedging instruments for anticipated transactions.

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)


Marketable securities, time deposits and derivative financial instruments

 
  2010   2009  
 
  $ millions
  $ millions
 

Available-for-sale marketable securities

             

Debt securities

    2,596     7,240  

Equity securities

    106     169  

Fund investments

    55     107  
           

Total available-for-sale marketable securities

    2,757     7,516  

Time deposits with original maturity more than 90 days

          6,870  

Derivative financial instruments

    42     88  

Accrued interest on debt securities

    16     81  
           

Total marketable securities, time deposits and derivative financial instruments

    2,815     14,555  
           

        Debt securities and time deposits are denominated in $ except for debt securities of $580 million in CHF (2009: $361 million) and $176 million in EUR (2009: $319 million) respectively.


Fair Value by Hierarchy

        From January 1, 2009, as required by IFRS, financial assets and liabilities recorded at fair value in the consolidated financial statements were categorized based upon the level of judgment associated with the inputs used to measure their fair value. The IFRS hierarchical levels, based on an increasing amount of subjectivity associated with the inputs to derive fair valuation for these assets and liabilities, are as follows:

        Level 1—Inputs are unadjusted and use quoted prices in active markets for identical assets or liabilities at the measurement date.

        The types of assets carried at level 1 fair value are equity and debt securities listed in active markets.

        Level 2—Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly. These inputs are derived principally from, or corroborated by, observable market data by correlation or other means at the measurement date and for the duration of the instruments' anticipated life.

        The assets generally included in this fair value hierarchy are time deposits, foreign exchange and interest rate derivatives and certain investment funds. Foreign exchange derivatives and interest rate derivatives are valued using corroborated market data. The liabilities generally included in this fair value hierarchy consist of foreign exchange derivatives and options on equity securities.

        Level 3—Inputs that are unobservable for the asset or liability. These inputs reflect the Group's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation techniques and the risk inherent in the inputs to the models.

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The assets generally included in this fair value hierarchy are various investments in hedge funds and unquoted equity security investments of the Novartis Venture Funds investment activities. There were no liabilities carried at fair value in this category.

2010
  Level 1   Level 2   Level 3   Valued at
amortized cost
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Available-for-sale marketable securities

                               

Debt securities

    1,285     1,311                 2,596  

Equity securities

    86           20           106  

Fund investments

                55           55  
                             

Total available-for-sale marketable securities

    1,371     1,311     75           2,757  
                         

Derivative financial instruments

          42                 42  

Accrued interest on debt securities

                      16     16  
                       

Total marketable securities, time deposits and derivative financial instruments

    1,371     1,353     75     16     2,815  
                       

Financial investments and long-term loans

                               

Available-for-sale financial investments

    352           348           700  

Fund investments

                12           12  

Loans to associated companies

                      1     1  

Long-term loans, advances, security deposits

                      145     145  
                         

Total financial investments and long-term loans

    352           360     146     858  
                         

Financial liabilities

                               

Derivative financial instruments

          (44 )               (44 )
                             

Total financial liabilities at fair value

          (44 )               (44 )
                             

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

2009
  Level 1   Level 2   Level 3   Valued at
amortized cost
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Available-for-sale marketable securities

                               

Debt securities

    7,209     31                 7,240  

Equity securities

    114           55           169  

Fund investments

                107           107  
                         

Total available-for-sale marketable securities

    7,323     31     162           7,516  

Time deposits with original maturity more than 90 days

                      6,870     6,870  

Derivative financial instruments

          88                 88  

Accrued interest on debt securities

                      81     81  
                       

Total marketable securities, time deposits and derivative financial instruments

    7,323     119     162     6,951     14,555  
                       

Financial investments and long-term loans

                               

Available-for-sale financial investments

    544           347           891  

Loans to associated companies

                      3     3  

Long-term loans, advances, security deposits

                      156     156  
                         

Total financial investments and long-term loans

    544           347     159     1,050  
                         

Financial liabilities

                               

Derivative financial instruments

          (80 )               (80 )
                             

Total financial liabilities at fair value

          (80 )               (80 )
                             

        The analysis above includes all financial instruments including those measured at amortized cost or at cost.

F-62


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The change in carrying values associated with level 3 financial instruments using significant unobservable inputs during the year ended December 31 are set forth below:

2010
  Equity
securities
  Fund
investments
  Available-
for-sale
financial
investments
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
 

January 1

    55     107     347     509  

Impact of business combinations

          6           6  

Gains recognized in the consolidated income statement

    1     7     4     12  

Impairments and amortizations

          (4 )   (42 )   (46 )

Losses recognized in the consolidated statement of comprehensive income

          (5 )         (5 )

Purchases

                70     70  

Redemptions

          (48 )         (48 )

Proceeds on sales

    (36 )         (36 )   (72 )

Currency translation effects

          4     5     9  
                   

December 31

    20     67     348     435  
                   

Total of gains and impairments, net recognized in the consolidated income statement for assets held at December 31, 2010

          3     (36 )   (33 )

F-63


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

2009
  Equity
securities
  Fund
investments
  Available-
for-sale
financial
investments
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
 

January 1

    47     383     273     703  

Gains recognized in the consolidated income statement

          5     46     51  

Impairments and amortizations

    (2 )   (8 )   (50 )   (60 )

Gains recognized in the consolidated statement of comprehensive income

    3     4     11     18  

Purchases

    6           183     189  

Redemptions

          (274 )         (274 )

Proceeds on sales

                (120 )   (120 )

Currency translation effects

    1     (3 )   4     2  
                   

December 31

    55     107     347     509  
                   

Total of losses and impairments, net recognized in the consolidated income statement for assets held at December 31, 2009

    (2 )   (1 )   (35 )   (38 )

        If the pricing parameters for the level 3 input were to change for equity securities and fund investments by 5% and for available-for-sale financial investments by 10% positively or negatively, respectively, this would change the amounts recorded in the consolidated statement of comprehensive income by $4 million or $35 million, respectively (2009: $8 million and $35 million).


Market risk

        Novartis is exposed to market risk, primarily related to foreign currency exchange rates, interest rates and the market value of the investments of liquid funds. The Group actively monitors these exposures. To manage the volatility relating to these exposures, the Group enters into a variety of derivative financial instruments. The Group's objective is to reduce, where it deems appropriate to do so, fluctuations in earnings and cash flows associated with changes in interest rates, foreign currency exchange rates and market rates of investments of liquid funds and of the currency exposure of certain net investments in foreign subsidiaries. It is the Group's policy and practice to use derivative financial instruments to manage exposures and to enhance the yield on the investment of liquid funds. It does not enter any financial transactions containing a risk that cannot be quantified at the time the transaction is concluded. In addition, it does not sell short assets it does not have, or does not know it will have, in the future. The Group only sells existing assets or enters into transactions and future transactions (in the case of anticipatory hedges) that it confidently expects it will have in the future, based on past experience. In the case of liquid funds, the Group writes call options on assets it has or it writes put options on positions it wants to acquire and has the liquidity to acquire. The Group expects that any loss in value for these instruments generally would be offset by increases in the value of the underlying transactions.

F-64


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

Foreign exchange rate risk

        The Group uses the $ as its reporting currency. As a result, the Group is exposed to foreign currency exchange movements, primarily in European, Japanese and other Asian and Latin American currencies. Consequently, it enters into various contracts that reflect the changes in the value of foreign currency exchange rates to preserve the value of assets, commitments and anticipated transactions. Novartis also uses forward contracts and foreign currency option contracts to hedge certain anticipated net revenues in foreign currencies.

        Net investments in subsidiaries in foreign countries are long-term investments. Their fair value changes through movements of foreign currency exchange rates. In the very long term, however, the difference in the inflation rate should match the foreign currency exchange rate movement, so that the market value of the foreign non-monetary assets will compensate for the change due to foreign currency movements. For this reason, the Group only hedges the net investments in foreign subsidiaries in exceptional cases.


Commodity price risk

        The Group has only a very limited exposure to price risk related to anticipated purchases of certain commodities used as raw materials by the Group's 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 the Group's risk management tolerance levels. Accordingly, the Group does not enter into significant commodity futures, forward and option contracts to manage fluctuations in prices of anticipated purchases.


Interest rate risk

        The Group addresses its net exposure to interest rate risk mainly through the ratio of its fixed rate financial debt to variable rate financial debt contained in its total financial debt portfolio. To manage this mix, Novartis may enter into interest rate swap agreements, in which it exchanges periodic payments based on a notional amount and agreed upon fixed and variable interest rates.


Equity risk

        The Group purchases equities as investments of its liquid funds. As a policy, it limits its holdings in an unrelated company to less than 5% of its liquid funds. Potential investments are thoroughly analyzed in respect to their past financial track record (mainly cash flow and return on investment), their market potential, their management and their competitors. Call options are written on equities that the Group owns, and put options are written on equities which the Group wants to buy and for which cash has been reserved.


Credit Risk

        Credit risks arise from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk the Group periodically assesses the financial reliability of customers, taking into account their financial position, past experience and other factors. Individual risk limits are set accordingly.

F-65


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The two largest customers account for approximately 8% each of net sales, and the third largest one accounts for 7% (2009: 8%, 7% and 6%; 2008: 8%, 7% and 6%), of net sales. No other customer accounts for 2% or more of net sales.

        The highest amounts of trade receivables outstanding were for these three customers. They amounted to 9%, 5% and 6% (2009: 9%, 6% and 6%), respectively, of the Group's trade receivables at December 31, 2010. There is no other significant concentration of credit risk.


Counterparty risk

        Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually at least AA rated banks or financial institutions. Exposure to these risks is closely monitored and kept within predetermined parameters. Novartis has policies that limit the amount of credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statement and capital adequacy ratio reviews. In addition, net settlement agreements are contracted with significant counterparties.

        The Group's cash and cash equivalents are held with major regulated financial institutions, the three largest ones hold approximately 14%, 9% and 8%, respectively (2009: 23%, 16% and 10%, respectively).

        The Group does not expect any losses from non-performance by these counterparties and does not have any significant grouping of exposures to financial sector or country risk.


Liquidity risk

        Liquidity risk is defined as the risk that the Group could not be able to settle or meet its obligations on time or at a reasonable price. Group Treasury is responsible for liquidity, funding as well as settlement management. In addition, liquidity and funding risks, related processes and policies are overseen by management. Novartis manages its liquidity risk on a consolidated basis based on business needs, tax, capital or regulatory considerations, if applicable, through numerous sources of finance in order to maintain flexibility. Management monitors the Group's net debt or liquidity position through rolling forecasts on the basis of expected cash flows.

F-66


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The following table sets forth how management monitors net debt or liquidity based on details of the remaining contractual maturities of financial assets and liabilities excluding trade receivables and payables at December 31, 2010 and 2009:

December 31, 2010
  Due or
due
within
one
month
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Due after
five years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Current assets

                                     

Marketable securities

    1           593     1,441     722     2,757  

Derivative financial instruments and accrued interest on derivative financial instruments

    14     33     11                 58  

Cash and cash equivalents

    5,319                             5,319  
                           

Total current assets

    5,334     33     604     1,441     722     8,134  
                           

Non-current liabilities

                                     

Financial debts

                      8,399     5,961     14,360  
                                 

Total non-current liabilities

                      8,399     5,961     14,360  
                                 

Current liabilities

                                     

Financial debts

    5,480     2,093     1,010                 8,583  

Derivative financial instruments

    23     5     16                 44  
                               

Total current liabilities

    5,503     2,098     1,026                 8,627  
                           

Net debt

    (169 )   (2,065 )   (422 )   (6,958 )   (5,239 )   (14,853 )
                           

F-67


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)


December 31, 2009
  Due or
due
within
one
month
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Due after
five years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Current assets

                                     

Marketable securities

    2     8,598     4,383     791     693     14,467  

Derivative financial instruments and accrued interest on derivative financial instruments

    44     14     7     23           88  

Cash and cash equivalents

    2,774     120                       2,894  
                           

Total current assets

    2,820     8,732     4,390     814     693     17,449  
                           

Non-current liabilities

                                     

Financial debts

                      2,775     5,900     8,675  
                                 

Total non-current liabilities

                      2,775     5,900     8,675  
                                 

Current liabilities

                                     

Financial debts

    3,573     705     955                 5,233  

Derivative financial instruments

    25     36     4     15           80  
                             

Total current liabilities

    3,598     741     959     15           5,313  
                           

Net liquidity

    (778 )   7,991     3,431     (1,976 )   (5,207 )   3,461  
                           

        The consolidated balance sheet amounts of financial liabilities included in the above analysis are not materially different to the contractual amounts due on maturity. The positive and negative fair values on derivative financial instruments represent the net contractual amounts to be exchanged at maturity.

F-68


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        The Group's contractual undiscounted potential cash flows from derivative financial instruments to be settled on a gross basis are as follows:

December 31, 2010
  Due or
due
within
one
month
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Derivative financial instruments and accrued interest on derivative financial instruments

                               

Potential outflows in various currencies

    (1,842 )   (467 )   (935 )         (3,244 )

Potential inflows in various currencies

    1,830     485     928           3,243  

 

December 31, 2009
  Due or
due
within
one
month(1)
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Derivative financial instruments and accrued interest on derivative financial instruments

                               

Potential outflows in various currencies

    (30,612 )   (781 )   (498 )         (31,891 )

Potential inflows in various currencies

    2,535     743     494           3,772  

(1)
The option to acquire the optional additional 52% interest in Alcon is included in this amount. Novartis exercised its option on January 4, 2010, however, the timing of the related cash flows depended on when regulatory approvals would be received.

F-69


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        Other contractual liabilities, which are not part of management's monitoring of the net debt or liquidity consist of the following items:

December 31, 2010
  Due or
due
within
one
month
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Due after
five years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Contractual interest on non-current liabilities

          (236 )   (261 )   (1,694 )   (835 )   (3,026 )

Trade payables

          (4,788 )                     (4,788 )

 

December 31, 2009
  Due or
due
within
one
month
  Due later
than one
month
but less
than three
months
  Due later
than three
months
but less
than one
year
  Due later
than one
year but
less
than five
years
  Due after
five years
  Total  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Contractual interest on non-current liabilities

          (236 )   (96 )   (1,286 )   (843 )   (2,461 )

Trade payables

          (4,012 )                     (4,012 )


Capital risk management

        Novartis strives to maintain strong debt ratings. In managing its capital, Novartis focuses on a sound debt/equity ratio. Credit agencies in 2010 maintained their ratings for Novartis. Moody's rated the Group as Aa2 for long-term maturities and P-1 for short-term maturities and Standard & Poor's had a rating of AA- for long-term and A-1+ for short-term maturities. Fitch had a long-term rating of AA and a short-term rating of F1+.

        The 2010 year-end debt/equity ratio increased to 0.33:1 from 0.24:1 in 2009 principally due to additional financing programs.


Value at risk

        The Group uses a value at risk (VAR) computation to estimate the potential ten-day loss in the fair value of its financial instruments.

F-70


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)

        A 10-day period is used because of an assumption that not all positions could be undone in one day given the size of the positions. The VAR computation includes the Group's financial debt, short-term and long-term investments, foreign currency forwards, swaps and options as well as anticipated transactions. Foreign currency trade payables and receivables as well as net investments in foreign subsidiaries are included in the computation.

        The VAR estimates are made assuming normal market conditions, using a 95% confidence interval. The Group uses 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 foreign currency rate movements over a 60 day period for the calculation of VAR amounts.

        The estimated potential 10-day loss in pre-tax income from the Group's foreign currency instruments, the estimated potential 10-day loss of its equity holdings, and the estimated potential 10-day loss in fair value of its interest rate sensitive instruments (primarily financial debt and investments of liquid funds under normal market conditions) as calculated in the VAR model are the following:

 
  Dec 31, 2010   Dec 31, 2009  
 
  $ millions
  $ millions
 

All financial instruments

    311     183  

Analyzed by components:

             

Instruments sensitive to foreign currency exchange rates

    193     106  

Instruments sensitive to equity market movements

    27     43  

Instruments sensitive to interest rates

    219     108  

        The average, high, and low VAR amounts are as follows:

2010
  Average   High   Low  
 
  $ millions
  $ millions
  $ millions
 

All financial instruments

    267     319     139  

Analyzed by components:

                   

Instruments sensitive to foreign currency exchange rates

    192     271     98  

Instruments sensitive to equity market movements

    49     76     27  

Instruments sensitive to interest rates

    164     219     70  

F-71


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16.   Marketable securities and derivative financial instruments (Continued)


2009
  Average   High   Low  
 
  $ millions
  $ millions
  $ millions
 

All financial instruments

    202     309     152  

Analyzed by components:

                   

Instruments sensitive to foreign currency exchange rates

    152     212     104  

Instruments sensitive to equity market movements

    98     159     43  

Instruments sensitive to interest rates

    107     155     12  

        The VAR computation is a risk analysis tool designed to statistically estimate the maximum potential ten day loss from adverse movements in foreign currency exchange rates, equity prices and interest rates under normal market conditions. The computation does not purport to represent actual losses in fair value on earnings to be incurred by the Group, nor does it consider the effect of favorable changes in market rates. The Group cannot predict actual future movements in such market rates and it does not claim that these VAR results are 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 the Group's future results of operations or financial position.

        In addition to these VAR analyses, the Group uses stress testing techniques that aim to reflect a worst case scenario on the financial assets monitored by Group Treasury. For these calculations, the Group uses the worst movements during a period of six months over the past 20 years in each category. For 2010 and 2009, the worst case loss scenario was configured as follows:

 
  Dec 31, 2010   Dec 31, 2009  
 
  $ millions
  $ millions
 

All financial instruments

    406     265  

Analyzed by components:

             

Instruments sensitive to foreign currency exchange rates

    286     139  

Instruments sensitive to equity market movements

    59     96  

Instruments sensitive to interest rates

    62     30  

        In the Group's risk analysis, Novartis considered this worst case scenario acceptable as it could reduce income, but would not endanger the solvency or the investment grade credit standing of the Group. 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 the Group's exposure.

F-72


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

17.   Other current assets

 
   
  2010   2009  
 
   
  $ millions
  $ millions
 
Withholding tax recoverable     103     102  
Prepaid expenses   —Third parties     735     398  
    —Associated companies     7     4  
Other receivables   —Third parties     1,735     1,590  
    —Associated companies     5     8  
               
Total other current assets     2,585     2,102  
               

18.   Details of shares and share capital movements

 
  Number of shares(1)  
 
  Dec 31,
2008
  Movement
in year
  Dec 31,
2009
  Movement
in year
  Dec 31,
2010
 

Total Novartis shares

    2,643,623,000     (6,000,000 )   2,637,623,000           2,637,623,000  
                       

Treasury shares

                               

Shares reserved for share-based compensation of associates

    72,195,401     (4,992,483 )   67,202,918     (8,309,081 )   58,893,837  

Unreserved treasury shares

    306,574,757     (10,508,026 )   296,066,731     (6,782,746 )   289,283,985  
                       

Total treasury shares

    378,770,158     (15,500,509 )   363,269,649     (15,091,827 )   348,177,822  
                       

Total outstanding shares

    2,264,852,842     9,500,509     2,274,353,351     15,091,827     2,289,445,178  
                       

(1)
All shares are registered, authorized, issued and fully paid. All are voting shares and, except for 159,381,837 treasury shares at December 31, 2010 (2009: 167,690,918) are dividend bearing.


 
  Dec 31,
2008
  Movement
in year
  Dec 31,
2009
  Movement
in year
  Dec 31,
2010
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Share capital

    959     (2 )   957           957  

Treasury shares

    (139 )   7     (132 )   7     (125 )
                       

Outstanding share capital

    820     5     825     7     832  
                       

        There are outstanding written call options on Novartis shares of 34 million originally issued as part of the share-based compensation of associates. The market maker has acquired these options but they have

F-73


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

18.   Details of shares and share capital movements (Continued)


not yet been exercised. The weighted average exercise price of these options is $48.72 and they have contractual lives of up to 10 years.

19.   Non-current financial debts

 
  2010   2009  
 
  $ millions
  $ millions
 

Straight bonds

    13,512     8,556  

Liabilities to banks and other financial institutions(1)

   
942
   
144
 

Finance lease obligations

   
4
   
4
 
           

Total (including current portion of non-current financial debt)

   
14,458
   
8,704
 

Less current portion of non-current financial debt

   
(98

)
 
(29

)
           

Total non-current financial debts

   
14,360
   
8,675
 
           

Straight bonds

             
 

3.625% CHF 800 million bond 2008/2015 of Novartis AG, Basel, Switzerland, issued at 100.35%

   
842
   
763
 
 

3.5% CHF 700 million bond 2008/2012 of Novartis Securities Investment Ltd., Hamilton, Bermuda, issued at 100.32%

   
743
   
673
 
 

5.125% $3,000 million bond 2009/2019 of Novartis Securities Investment Ltd., Hamilton, Bermuda, issued at 99.822%

   
2,984
   
2,983
 
 

4.125% $2,000 million bond 2009/2014 of Novartis Capital Corporation, New York, United States, issued at 99.897%

   
1,994
   
1,993
 
 

4.25% EUR 1 500 million bond 2009/2016 of Novartis Finance S.A., Luxembourg, Luxembourg, issued at 99.757%

   
1,978
   
2,144
 
 

1.9% $2,000 million bond 2010/2013 of Novartis Capital Corporation, New York, United States, issued at 99.867%

   
1,996
       
 

2.9% $2,000 million bond 2010/2015 of Novartis Capital Corporation, New York, United States, issued at 99.522%

   
1,986
       
 

4.4% $1,000 million bond 2010/2020 of Novartis Capital Corporation., New York, United States, issued at 99.237%

   
989
       
           

Total straight bonds

   
13,512
   
8,556
 
           

(1)
Average interest rate 1.6% (2009: 2.1%).

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19.   Non-current financial debts (Continued)


 
  2010   2009  
 
  $ millions
  $ millions
 

Breakdown by maturity

             
 

2010

          29  
 

2011

    98     44  
 

2012

    785     704  
 

2013

    2,023     17  
 

2014

    2,750     2,010  
 

2015

    2,841     763  
 

After 2015

    5,961     5,137  
           

Total

    14,458     8,704  
           

Breakdown by currency

             
 

$

    9,953     4,979  
 

EUR

    2,104     2,262  
 

JPY

    798        
 

CHF

    1,584     1,436  
 

Others

    19     27  
           

Total

    14,458     8,704  
           

 

Fair value comparison
  2010
Balance
sheet
  2010
Fair values
  2009
Balance
sheet
  2009
Fair values
 
 
  $ millions
  $ millions
  $ millions
  $ millions
 

Straight bonds

    13,512     14,350     8,556     9,051  

Others

    946     946     148     148  
                   

Total

    14,458     15,296     8,704     9,199  
                   

 

Collateralized non-current financial debt and pledged assets
  2010   2009  
 
  $ millions
  $ millions
 

Total amount of collateralized non-current financial debts

    30     42  

Total net book value of property, plant & equipment pledged as collateral for non-current financial debts

    108     94  

        The Group's collateralized non-current financial debt consists of loan facilities at usual market conditions.

        The percentage of fixed rate financial debt to total financial debt was 63% at December 31, 2010, and 62% at the end of 2009.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19.   Non-current financial debts (Continued)

        Financial debts, including current financial debts, contain only general default covenants. The Group is in compliance with these covenants.

        The average interest rate on total financial debt in 2010 was 3.1% (2009: 3.6%; 2008: 3.0%).

20.   Provisions and other non-current liabilities

General

        For some of the Group's pharmaceutical products, product liability insurance is not available. In connection with potential product liability exposures for these products the Group establishes provisions for estimated obligations for claims and related legal defense costs. The provisions are based on management's judgment, advice from legal counsel and actuarially determined estimates. Actual liabilities, however, could substantially exceed the provisions that Novartis has put in place. Novartis believes that its insurance coverage and provisions are reasonable and its provisions are the best estimate in light of its business and the risk to which it is subject.

        The largest portion of product liability risk provisions has been actuarially determined taking into consideration factors such as past experience, number and amount of claims reported, estimates of claims incurred but not reported, the cost of defending claims and other assumptions. As actual experience becomes known the Group refines and adjusts its product liability estimates. If any of the assumptions used in these actuarial calculations turn out to be incorrect or require material adjustment, there could be a material discrepancy between the amount of provisions that have been recorded and the actual liability. At December 31, 2010, the discount rates used to calculate the actuarially determined provision are based on government bond rates and vary by payment duration and geography (US and non-US) between 2.2% and 2.5% (2009: between 2.3% and 2.5%). The consolidated income statement effect of a 1% increase or decrease in the discount rate is $26 million (2009: $21 million) income and $28 million expense (2009: $23 million), respectively.

 
  2010   2009  
 
  $ millions
  $ millions
 

Accrued liability for employee benefits:

             

—Defined benefit pension plans

    2,317     2,013  

—Other long-term employee benefits and deferred compensation

    461     380  

—Other post-employment benefits

    1,057     852  

Environmental provisions

    1,066     952  

Provisions for product liabilities and other legal matters

    693     671  

Other non-current liabilities

    1,248     623  
           

Total

    6,842     5,491  
           


Environmental provisions

        The material components of the environmental provisions consist of costs to sufficiently clean and refurbish contaminated sites to the extent necessary and to treat and where necessary continue

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)


surveillance at sites where the environmental exposure is less significant. The provision recorded at December 31, 2010 totals $1.1 billion (2009: $1.0 billion) of which $60 million (2009: $58 million) is included in current liabilities and consists of $875 million (2009: $812 million) provided for remediation at third party sites and $251 million (2009: $198 million) for remediation at owned facilities.

        A substantial portion of the environmental provision relates to the remediation of Basel regional landfills in the adjacent border areas in Switzerland, Germany and France following the internal and external investigations completed during 2007 and the subsequent creation of an environmental remediation provision.

        In the US, Novartis has been named under federal legislation (the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) as a potentially responsible party (PRP) in respect of certain sites. Novartis actively participates in, or monitors, the clean-up activities at the sites in which it is a PRP. The provision takes into consideration the number of other PRPs at each site and the identity and financial position of such parties in light of the joint and several nature of the liability.

        The requirement in the future for Novartis ultimately to take action to correct the effects on the environment of prior disposal or release of chemical substances by Novartis or other parties, and its costs, pursuant to environmental laws and regulations, is inherently difficult to estimate. The Novartis future remediation expenses are affected by a number of uncertainties which include, but are not limited to, the method and extent of remediation, the percentage of material attributable to Novartis at the remediation sites relative to that attributable to other parties, the financial capabilities of the other potentially responsible parties and the timing of expected expenditures. Novartis believes that its total provisions for environmental matters are adequate based upon currently available information. However, given the inherent difficulties in estimating liabilities in this area, Novartis may incur additional costs beyond the amounts provided. Management believes that such additional amounts, if any, would not be material to the Group's financial condition but could be material to the results of operations or cash flows in a given period.

        The following table shows the movements in the environmental liability provisions during 2010, 2009 and 2008:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

January 1

    1,010     966     874  

Cash payments

    (20 )   (11 )   (19 )

Releases

    (2 )   (53 )   (2 )

Interest expense arising from discounting provisions

    39     66     38  

Additions

          23     18  

Currency translation effects

    99     19     57  
               

December 31

    1,126     1,010     966  
 

Less current liability

    (60 )   (58 )   (42 )
               

Non-current environmental liability provisions at December 31

    1,066     952     924  
               

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)

        The expected timing of the related cash outflows as of December 31, 2010 is currently projected as follows:

 
  Expected
cash
outflows
 
 
  $ millions
 

Due within two years

    118  

Due later than two years, but less than five years

    328  

Due later than five years but less than ten years

    550  

Due after ten years

    130  
       

Total environmental liability provisions

    1,126  
       


Legal matters

        A number of Novartis subsidiaries are, and will likely continue to be, subject to various legal proceedings that arise from time to time, including proceedings regarding product liability, commercial disputes, employment and wrongful discharge, antitrust, securities, sales and marketing practices, health and safety, environmental, tax, privacy, and intellectual property matters. As a result, the Group may become subject to substantial liabilities that may not be covered by insurance and could affect our business and reputation. While Novartis does not believe that any of these legal proceedings will have a material adverse effect on its financial position, litigation is inherently unpredictable and large verdicts sometimes occur. As a consequence, Novartis may in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations or cash flows.

        Governments and regulatory authorities have been stepping up their compliance and law enforcement activities in recent years in key areas, including corruption, marketing practices, insider trading, antitrust and trade restrictions. Responding to such investigations is costly and a significant diversion of management's attention from our business. In addition, such investigations may affect our reputation and create a risk of potential exclusion from government reimbursement programs in the US and other countries. These factors have contributed to decisions by us and other companies in our industry to enter into settlement agreements with governmental authorities around the world. Those settlements have involved and may continue to involve large cash payments, including the potential repayment of amounts allegedly obtained improperly and penalties up to treble damages. In addition, settlements of healthcare fraud cases typically involve corporate integrity agreements which are intended to regulate company behavior for a period of years. Also, matters underlying governmental investigations and settlements may be the subject of separate private litigation.

        Below is a summary of selected legal proceedings to which Novartis or its subsidiaries are a party or were a party and which were concluded in 2010.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)


Governmental Investigations

Trileptal/Five Products investigation

        In 2005, the US Attorney's Office for the Eastern District of Pennsylvania (EDPA) served an administrative subpoena pursuant to the Health Insurance Portability and Accountability Act (HIPAA) on Novartis Pharmaceuticals Corporation (NPC). NPC has been cooperating with parallel civil and criminal investigations by the EDPA into allegations of potential off-label marketing and promotion of the epilepsy therapy Trileptal as well as certain payments made to healthcare providers in connection with this medicine. NPC has also been cooperating with an investigation by the EDPA regarding potential off-label marketing and promotion as well as payments made to healthcare providers in connection with five other products, i.e. Diovan, Exforge, Sandostatin, Tekturna and Zelnorm (Five Products). On September 30, 2010, NPC reached a global settlement bringing the EDPA's investigations into Trileptal and the Five Products to a close. As part of the settlement, NPC agreed to plead guilty to one misdemeanor violation of misbranding under the US Food, Drug and Cosmetic Act and to pay a fine of $185 million for Trileptal. NPC also resolved civil allegations under the False Claims Act relating to Trileptal and the Five Products and agreed to pay $237.5 million. Moreover, NPC entered into a Corporate Integrity Agreement (CIA) with the Office of the Inspector General of the US Department of Health and Human Services. Under the terms of the CIA, which has a fixed term of five years, NPC will implement additional compliance-related measures. The entry of NPC's guilty plea took place on November 2, 2010, at a hearing in the US Federal District Court for the EDPA. The sentencing hearing in the same court is currently expected to take place on January 28, 2011. The total overall settlement amount of $422.5 million was fully provisioned for as of the end of the second quarter of 2010.


WDNY Investigations

        In Q4 2010, NPC became aware of an investigation by the US Attorney's Office for the Western District of New York (WDNY) into informed consent issues relating to clinical trials in China and into marketing practices of a number of Novartis products. NPC is cooperating with the investigation which is civil in nature.


EC dawn raid at Sandoz France

        In October 2009, the European Commission (EC), together with the French competition authority, searched the offices of Sandoz S.A.S. in France (Sandoz France), alleging that Sandoz France may have entered into anti-competitive price coordination practices with other generic pharmaceuticals companies and via the French trade association for generic pharmaceuticals companies. Sandoz France is cooperating with the EC and the French authorities. No follow-up requests have been received from the EC so far.


EC request for information on patent settlements

        On January 12, 2010, the EC addressed a request for information to certain pharmaceutical companies, including Novartis International AG and Sandoz International GmbH, asking them to submit copies of all of their patent settlement agreements as well as copies of all annexes, related agreements and amendments. The request covered patent settlement agreements concluded between originator and generic pharmaceutical companies in the period from July 1, 2008, to December 31, 2009, and relating to the European Union/European Economic Area. On February 12, 2010, both Novartis entities submitted their respective responses to the EC. On January 17, 2011, the two Novartis entities received a second request for information which covers the period from January 1, 2010, to December 31, 2010.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)

Product liability matters

Zometa/Aredia product liability litigation

        NPC together with other Novartis subsidiaries are defendants in approximately 692 cases brought in US courts in which plaintiffs claim to have experienced osteonecrosis of the jaw after treatment with Zometa or Aredia, which are used to treat patients whose cancer has spread to the bones. All purported class actions have been dismissed. A trial that began in Montana in October 2009 resulted in a plaintiff's verdict which NPC appealed to the Montana Supreme Court. On December 30, 2010, the Montana Supreme Court affirmed the trial court's verdict. On October 6, 2010, after a trial in New Jersey state court, the jury returned a verdict in favor of NPC, which is currently on appeal. Another trial took place in November 2010 in North Carolina federal court and resulted in a plaintiffs' verdict. NPC filed post-trial motions and will, if necessary, file an appeal against this latest verdict. Two trials are currently scheduled for April and for July 2011, respectively.


Zelnorm product liability litigation

        NPC together with other Novartis subsidiaries are defendants in approximately 135 cases brought in US and Canadian courts in which plaintiffs claim to have experienced cardiovascular injuries after being treated with Zelnorm, a medicine for irritable bowel syndrome and chronic constipation. A purported national class action was filed against a Novartis subsidiary in Canada. A statement to defend was filed in this action. In May 2010, NPC reached a tentative agreement to settle 124 cases, which is contingent on obtaining consents from the individual plaintiffs. NPC is still waiting for such consents. One trial is currently scheduled for April 2011.


Hormone Replacement Therapy product liability litigation

        NPC together with other Novartis subsidiaries are defendants, along with various other pharmaceutical companies, in approximately 109 cases brought in US courts in which plaintiffs claim to have been injured by hormone replacement therapy products. Discovery is ongoing.


Elidel product liability litigation

        NPC together with other Novartis subsidiaries are defendants, in approximately 28 cases brought in US courts in which plaintiffs claim to have experienced injuries, mainly various types of cancer, after having been treated with Elidel, a medicine for atopic dermatitis. Discovery is ongoing.


Other matters

Average Wholesale Price litigation

        Claims have been brought against various pharmaceutical companies, including NPC and certain Sandoz entities, alleging that they fraudulently overstated the Average Wholesale Price and "best price", which are, or have been, used by the US federal and state governments in the calculation of, respectively, Medicare reimbursements and Medicaid rebates. In some cases, motions to dismiss or (cross-) motions for summary judgment have been made and are currently pending.

        Sandoz Inc. (Sandoz) was a defendant in a trial in Alabama in 2009. The jury rendered a verdict against it and awarded compensatory damages of $28 million and punitive damages of $50 million. Sandoz

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)

appealed the verdict to the Supreme Court of Alabama in January 2010. The appeal is fully briefed. On September 1, 2010, plaintiff-appellee filed a motion seeking recusal and disqualification of all the justices on the Alabama Supreme Court and for the appointment of a special supreme court to handle Sandoz's appeal. On September 29, 2010, this motion was unanimously denied by the Alabama Supreme Court. A decision is expected in due course. The second trial involving Sandoz took place in Kentucky in June 2009. The jury rendered a verdict against Sandoz and imposed $16 million in compensatory damages, and the Court awarded $13.6 million in penalties, which were subsequently reduced to $11.2 million. No punitive damages were awarded. Sandoz appealed this verdict in March 2010. In Texas, Sandoz entities have reached an agreement in principle to settle all of the State's claims. This agreement, which is still contingent on US Department of Justice approval, resulted in a provision of $38 million in the first quarter of 2010, which remains unchanged as of December 31, 2010. The next trial against Sandoz is currently expected to take place in Mississippi in April 2011.


Wage and Hour litigation

        Certain pharmaceutical sales representatives filed suit in a state court in California and in the US Federal District Court for the Southern District of New York (SDNY) against NPC alleging that NPC violated wage and hour laws by misclassifying the pharmaceutical sales representatives as "exempt" employees, and by failing to pay overtime compensation. These lawsuits were consolidated and certified as a class action. They are part of a number of actions pending against pharmaceutical companies that challenge the industry's long-term practice of treating pharmaceutical sales representatives as salaried employees. In January 2009, the SDNY held that the pharmaceutical sales representatives were not entitled to overtime pay under the federal Fair Labor Standards Act and corresponding state wage and hour laws. Plaintiffs appealed that judgment to the US Court of Appeals for the Second Circuit (Second Circuit). Amicus briefs supporting the plaintiffs' position were filed by the National Employment Lawyers Association and by the US Department of Labor, and the US Chamber of Commerce filed a brief in support of NPC. On July 6, 2010, the Second Circuit vacated the judgment of the SDNY and remanded the case to the SDNY for further proceedings. On August 2, 2010, the remand mandate was stayed because NPC had decided to appeal the Second Circuit's opinion to the US Supreme Court. On October 4, 2010, NPC filed its petition for a writ of certiorari with the US Supreme Court. Amicus briefs in support of NPC's certiorari petition were filed on November 5, 2010, by the US Chamber of Commerce and Pharmaceutical Research and Manufacturers of America (PhRMA). The conference during which the US Supreme Court is expected to decide whether to grant or deny NPC's petition is currently expected to take place on February 18, 2011.


Alcon minority shareholder litigation

        Beginning on January 7, 2010, shareholder class action complaints relating to the Alcon transactions announced on January 4, 2010, were filed against Novartis AG and others by minority shareholders of Alcon, Inc. These actions were filed in the SDNY, in the US Federal District Courts for the Eastern District of New York (EDNY) and the Northern District of Texas (NDTX) and in several Texas state courts. The case in the EDNY was voluntarily dismissed without prejudice by the plaintiffs on March 18, 2010. The case in the NDTX was transferred to the SDNY and formally consolidated with the actions pending there on June 25, 2010. In the SDNY, Novartis AG's motion to dismiss all cases pending there based on the doctrine of forum non conveniens (FNC) was granted on May 24, 2010, and the case was formally dismissed on July 2, 2010. On July 14, 2010, plaintiffs appealed this decision to the Second

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)


Circuit. On January 5, 2011, plaintiffs moved to dismiss this appeal. On January 6, 2011, the Second Circuit granted plaintiffs' motion and dismissed this appeal. The actions pending in Texas state courts were consolidated for pre-trial proceedings in a Multi District Litigation on April 16, 2010. Novartis AG's motion to dismiss the consolidated Texas state court actions based on FNC was filed on June 30, 2010. On November 17, 2010, Novartis AG's motion was granted and all Texas state court class actions were dismissed. On December 17, 2010, plaintiffs appealed this decision to the Texas Fifth District Court of Appeals.


Concluded Legal matters

TOBI investigation

        The US Attorney's Office for the Northern District of California in 2007 served an administrative subpoena pursuant to HIPAA covering several Novartis subsidiaries. The subpoena covered information regarding potential off-label marketing and promotion of TOBI (tobramycin), a treatment for patients with cystic fibrosis acquired through the purchase of Chiron Corporation in mid-2006. In September 2009, the Novartis subsidiaries reached an agreement in principle to pay $72.5 million to resolve all federal civil claims and state Medicaid claims relating to this investigation. After the settlement agreement with the relevant federal government offices had been executed on April 29, 2010, the execution of the settlement agreements with various states followed on September 14, 2010, and concluded this investigation.


Contact lenses patent litigation

        Johnson & Johnson (J&J) and CIBA Vision (CV) reached a settlement agreement effective January 1, 2011, ending the previously disclosed patent litigation regarding CV's silicone hydrogel patents in the US and in all European countries but the United Kingdom (UK) where CV filed a petition to the UK Supreme Court to hear its appeal of the invalidity rulings by the lower courts.


Famvir patent litigation

        In February 2010, Novartis and Teva reached a settlement ending the US patent litigation between them relating to Famvir after a trial against Teva in November 2009 had resulted in a jury verdict in favor of Novartis. After the expiration of the regulatory settlement review period, this litigation with Teva was dismissed and is therefore concluded.


Zometa/Reclast patent litigation

        Novartis and Teva have reached an agreement in the patent infringement litigation regarding the Zometa (zoledronic acid 4mg) and Reclast (zoledronic acid 5mg) injection patent. Teva has dropped the challenge against the Novartis patent and will not launch zoledronic acid in the US until after the Zometa and Reclast patent expires in March 2013. The case was dismissed in July 2010 and is therefore concluded.


Gender discrimination litigation

        In November 2004, certain female pharmaceutical sales representatives brought a class action lawsuit in the SDNY against NPC, Novartis Corporation and a Novartis executive alleging claims of gender discrimination. Novartis Corporation and the Novartis executive were subsequently dismissed from the lawsuit. The trial against NPC began in April 2010. On May 17 and 19, 2010, the jury rendered a liability

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)


verdict and awarded $3.4 million in individual compensatory damages to the class members testifying at trial and $250 million in punitive damages. On July 14, 2010, the SDNY preliminarily approved a class action settlement agreement between NPC and the plaintiffs to end the ongoing proceedings. On September 8, 2010, notice of the settlement was sent to all class members. The fairness hearing in the SDNY took place on November 19, 2010, and on November 30, 2010, the SDNY issued an order granting final approval of the settlement, dismissing the class action with prejudice and therefore concluding this case.

        According to the class action settlement agreement NPC will make monetary payments to eligible class members for backpay and compensatory damages in the amount of up to $152.5 million and will fund, over three years, improvements to policies and programs valued at an estimated $22.5 million. As part of the measures, NPC will enhance many of its ongoing commitments to all employees and will add additional programs and initiatives to further strengthen its commitment to a diverse and inclusive environment. NPC will for example revise its sexual harassment policy and training, strengthen its complaint process to ensure employees can safely raise concerns and that those concerns will be addressed in a timely and thorough fashion, retain an external specialist to conduct adverse impact analyses aimed at identifying and remedying, with recommendations from plaintiffs' counsel, unjustified gender disparities and it will revise its performance management process to ensure it is fair to all employees.


Dispute with an inventor

        An inventor of certain patents of Novartis Vaccines and Diagnostics Inc. (V&D) sued V&D in the SDNY for breach of a consulting contract and claimed he was entitled to at least a portion of settlement proceeds from arbitration proceedings relating to these patents. After the trial of this case in April 2009, the SDNY entered judgment in favor of the inventor. In July 2009, V&D filed an appeal in the Second Circuit. In May 2010, V&D and the inventor agreed to settle their dispute and conclude this case for a payment of $80 million to the inventor and a contribution of $20 million to a non-profit research organization.

        The following table shows the movements in the legal and product liability provisions during 2010, 2009 and 2008:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

January 1

    1,542     1,142     1,026  

Impact of business combinations

    15              

Cash payments

    (669 )   (285 )   (265 )

Releases of provisions

    (53 )   (152 )   (66 )

Additions to provisions

    541     833     428  

Currency translation effects

    8     4     19  
               

December 31

    1,384     1,542     1,142  

Less current liability

    (691 )   (871 )   (460 )
               

Non-current legal and product liability provisions at December 31

    693     671     682  
               

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20.   Provisions and other non-current liabilities (Continued)

        Novartis believes that its total provisions for legal and product liability matters are adequate based upon currently available information, however, given the inherent difficulties in estimating liabilities, it cannot be guaranteed that additional costs will not be incurred beyond the amounts provided.

21.   Current financial debt

 
  2010   2009  
 
  $ millions
  $ millions
 

Interest bearing accounts of associates

    1,321     1,175  

Other bank and financial debt

    2,195     2,142  

Commercial paper

    4,969     1,887  

Current portion of non-current financial debt

    98     29  

Fair value of derivative financial instruments

    44     80  
           

Total current financial debt

    8,627     5,313  
           

        The consolidated balance sheet values of current financial debt, other than the current portion of non-current financial debt, approximate the estimated fair value due to the short-term nature of these instruments.

        The weighted average interest rate on the bank and other current financial debt (including employee deposits from the compensation of associates employed by Swiss entities) was 2.0% in 2010 and 2.3% in 2009.

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22.   Provisions and other current liabilities

 
  2010   2009  
 
  $ millions
  $ millions
 

Taxes other than income taxes

    556     484  

Restructuring provisions

    241     97  

Accrued expenses for goods and services received but not invoiced

    731     651  

Provisions for royalties

    327     334  

Provisions for revenue deductions

    3,097     2,094  

Provisions for compensation and benefits including social security and pension funds

    2,058     1,695  

Environmental liabilities

    60     58  

Deferred income relating to government grants

    79     90  

Deferred purchase consideration

          312  

Provision for legal matters

    691     871  

Accrued share-based payments

    200     128  

Other payables

    1,493     1,515  
           

Total provisions and other current liabilities

    9,533     8,329  
           

        Provisions are based upon management's best estimate and adjusted for actual experience. Such adjustments to the historic estimates have not been material.


Provision for deductions from revenue

        Deductions from revenue are reported as a reduction of revenue. They include rebates, discounts, incentives to retail customers, government agencies, wholesalers, health insurance companies and managed care organizations. These deductions represent estimates of the related obligations, requiring the use of judgment when estimating the effect of these sales deductions. The following table shows the movement of the provision for deductions from revenue:

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

January 1

    2,094     1,665     1,512  

Impact of business combinations

    379              

Additions

    8,752     6,245     5,291  

Payments/utilizations

    (8,172 )   (5,582 )   (5,186 )

Changes in offset against gross trade receivables

    68     (321 )   103  

Currency translation effects

    (24 )   87     (55 )
               

December 31

    3,097     2,094     1,665  
               

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22.   Provisions and other current liabilities (Continued)


Restructuring provisions

        In 2010, additions to provisions of $89 million were incurred in conjunction with the adjustment of the field force structures to better support the portfolio of the primary care and neuroscience medicines business within the Pharmaceuticals Division in the United States. The charges comprised termination costs of associates of $78 million and other third party costs of $11 million. In total, approximately 1,400 associates were affected by the various restructuring plans, though none of them had left the Group as of December 31, 2010. It is anticipated that most or all of these associates will leave the Group in the first quarter of 2011.

        Also in 2010, additions to provisions of $44 million were incurred in conjunction with the consolidation of regional units of the primary care medicines business and the integration of a research entity within the Pharmaceuticals Division in the United States. The charges comprised termination costs of associates of $44 million. In total, approximately 383 associates were affected by the various restructuring plans, all of whom had left the Group as of December 31, 2010.

        2010 also saw additions to provisions of $62 million which were incurred in conjunction with the restructuring of the technical and commercial operations of the Vaccines and Diagnostics Division in England, France, Germany, Italy and the United States. The charges comprised termination costs of associates of $46 million and other third party costs of $16 million. As of December 31, 2010, 64 of the approximately 394 associates affected by the various restructuring plans have left the Group.

        In 2010 and 2009, additions to provisions of $66 million and $40 million respectively were incurred in conjunction with the restructuring of the commercial operations of the Sandoz Division in Germany. The charges comprised termination costs of associates of $57 million and $37 million, respectively and other third party costs of $9 million and $3 million, respectively. As of December 31, 2010, 81 of the approximately 387 associates affected by the various restructuring plans have left the Group.

        Also in 2009, additions to provisions of $19 million were incurred in conjunction with the restructuring of the technical operations of the Pharmaceuticals Division in Switzerland. The charges comprised termination costs of associates of $19 million. In total, approximately 105 associates were affected by the various restructuring plans, all of whom have left the Group as of December 31, 2009.

        It is anticipated that the majority of the restructuring provisions will be paid within the next twelve months.

        In 2008, additions to provisions of $19 million were incurred in conjunction with a change in the marketing sales organization within the Pharmaceuticals Division in the United States. The charges comprised termination costs of associates of $18 million and other third party costs of $1 million. In total, approximately 300 associates were affected by the various restructuring plans, all of whom have left the Group as of December 31, 2008.

        Also in 2008, charges of $24 million were incurred in conjunction with the restructuring of several development facilities of the Pharmaceuticals Division in France. The charges comprised termination costs of associates of $20 million and other third party costs of $4 million. In total, 70 associates were affected by the various restructuring plans, all but 4 of them have left the Group as of December 31, 2009.

        The releases to income in 2010, 2009 and 2008 of $18 million, $42 million and $108 million, respectively, were mainly due to settlement of liabilities at lower amounts than originally anticipated, which in 2010 and 2009 were principally due to provisions made in relation with prior years restructuring

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22.   Provisions and other current liabilities (Continued)


initiatives, and in 2008 were principally due to provisions made in relation with the 2007 Forward restructuring and the divestments of the Medical Nutrition and Gerber Business Units.

        Other third party costs are mainly associated with lease and other obligations due to the abandonment of certain facilities.

 
  Termination
costs of
associates
  Other
third
party costs
  Total  
 
  $ millions
  $ millions
  $ millions
 

January 1, 2008

    366     92     458  

Additions

    126     5     131  

Cash payments

    (232 )   (39 )   (271 )

Releases

    (99 )   (9 )   (108 )

Currency translation effects

    (4 )   (2 )   (6 )
               

December 31, 2008

    157     47     204  

Additions

    56     3     59  

Cash payments

    (114 )   (12 )   (126 )

Releases

    (10 )   (32 )   (42 )

Currency translation effects

    2           2  
               

December 31, 2009

    91     6     97  

Additions

    225     36     261  

Cash payments

    (81 )   (12 )   (93 )

Releases

    (9 )   (9 )   (18 )

Currency translation effects

    (5 )   (1 )   (6 )
               

December 31, 2010

    221     20     241  
               

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23.   Details to the consolidated cash flow statements

23.1)    Reversal of non-cash items

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Taxes

    1,733     1,468     1,336  

Depreciation, amortization and impairments on Property, plant & equipment

    1,373     1,250     1,231  
 

Intangible assets

    2,046     1,051     1,439  
 

Financial assets

    158     40     90  

Income from associated companies

    (804 )   (293 )   (441 )

Gains on disposal of property, plant & equipment, intangible, financial and other non-current assets, net

    (429 )   (94 )   (176 )

Equity-based and settled compensation expense

    655     642     567  

Change in provisions and other non-current liabilities

    802     1,031     562  

Net financial income

    628     353     (94 )
               

Total reversal of non-cash items

    6,162     5,448     4,514  
               

23.2)    Cash flows from changes in working capital and other operating items included in operating cash flow

 
  2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
 

Change in inventories

    965     237     (571 )

Change in trade receivables

    26     (934 )   (431 )

Change in trade payables

    490     512     246  

Change in other net current assets and other operating cash flow items

    281     873     126  
               

Total

    1,762     688     (630 )
               

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23.   Details to the consolidated cash flow statements (Continued)

23.3)    Cash flow arising from acquisitions and divestments of businesses

        The following is a summary of the cash flow impact of acquisitions and divestments of businesses:

 
  2010
Acquisitions
  2009
Acquisitions
  2009
Divestments
  2008
Acquisitions
  2008
Divestments
 
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Property, plant & equipment

    (1,419 )   (64 )         (44 )      

Currently marketed products & marketing know how

    (16,521 )   (241 )         (486 )      

Alcon brand name

    (2,980 )                        

Acquired research & development

    (1,418 )   (161 )         (250 )      

Technologies

    (5,460 )   (427 )         (46 )      

Software and other intangible assets

    (44 )                        

Financial and other assets including deferred tax assets

    (904 )   (58 )         (70 )      

Inventories

    (1,112 )   (80 )                  

Trade accounts receivables and other current assets

    (1,696 )   (122 )         (19 )      

Marketable securities and cash

    (3,130 )   (55 )         (81 )      

Long-term and short-term financial debts

    384     47           54        

Trade payables and other liabilities including deferred tax liabilities

    6,626     467           283        
                           

Net identifiable assets acquired

    (27,674 )   (694 )         (659 )      

Currency translation effects

                      29        

Acquired/divested liquidity

    2,176     55     (63 )   26        

Non-controlling interests

    6,338                          

Fair value of previously held equity interests

    10,320                 46        
                         

Sub-total

    (8,840 )   (639 )   (63 )   (558 )      

Goodwill

    (17,986 )   (548 )         (523 )      

Deferred consideration/sales price

    160     325           2     132  
                       

Net cash flow

    (26,666 )   (862 )   (63 )   (1,079 )   132  
                       

Of which:

                               
 

Net cash flow from discontinued operations

                            132  
 

Net cash flow from continuing operations

    (26,666 )   (862 )   (63 )   (1,079 )      

        Note 2 provides further information regarding acquisitions and divestments of businesses. All acquisitions were for cash.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

23.   Details to the consolidated cash flow statements (Continued)

23.4)    Cash flow from discontinued operations

        The following is a summary of the cash flow components of the discontinued operations:

 
  2008  
 
  $ millions
 

Cash flow from operating activities

    (237 )

Divestments of businesses

    132  

Cash flow from investing activities

    132  
       

Total cash flow from discontinued operations

    (105 )
       

24.   Acquisitions of businesses

Assets and liabilities arising from acquisitions

2010
  Acquiree's
carrying
amount
  Revaluation
due to
acquisition
accounting
  Fair value  
 
  $ millions
  $ millions
  $ millions
 

Property, plant & equipment

    1,279     140     1,419  

Currently marketed products & marketing know-how

    186     16,335     16,521  

Alcon brand name

          2,980     2,980  

Acquired research & development

    104     1,314     1,418  

Technologies

    689     4,771     5,460  

Software and other intangible assets

    44           44  

Financial and other assets including deferred tax assets

    837     67     904  

Inventories

    645     467     1,112  

Trade accounts receivable and other current assets (net of provisions for doubtful trade receivables of $56 millions)

    1,696           1,696  

Marketable securities and cash

    3,130           3,130  

Long-term and short-term financial debts

    (384 )         (384 )

Trade payables and other liabilities including deferred tax liabilities

    (2,362 )   (4,264 )   (6,626 )
               

Net identifiable assets acquired

    5,864     21,810     27,674  
                 

Acquired liquidity

                (2,176 )

Non-controlling interest

                (6,338 )

Goodwill

                17,986  
                   

Net assets recognized as a result of business combinations

                37,146  
                   

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24.   Acquisitions of businesses (Continued)

2009
  Acquiree's
carrying
amount
  Revaluation
due to
acquisition
accounting
  Fair value  
 
  $ millions
  $ millions
  $ millions
 

Property, plant & equipment

    64           64  

Currently marketed products

    4     237     241  

Acquired research & development

          161     161  

Technologies

          427     427  

Financial assets including deferred tax assets

    42     16     58  

Inventories, trade receivables and other current assets (net of provisions for doubtful trade receivables of $3 millions)

    186     16     202  

Marketable securities and cash

    55           55  

Long-term and short-term financial debts

    (47 )         (47 )

Trade payables and other liabilities including deferred tax liabilities

    (258 )   (209 )   (467 )
               

Net identifiable assets acquired

    46     648     694  
                 

Acquired liquidity

                (55 )

Goodwill

                548  
                   

Net assets recognized as a result of business combinations

                1,187  
                   

        Note 2 provides details on all the significant acquisition of businesses. The 2010 and 2009 goodwill arising out of the acquisitions reflects mainly the value of expected synergies, future products and the acquired assembled workforce.

25.   Post-employment benefits of associates

Defined benefit plans

        Apart from the legally required social security schemes, the Group has numerous independent pension and other post-employment benefit plans. In most cases these plans are externally funded in vehicles which are legally separate from the Group. For certain Group companies, however, no independent assets exist for the pension and other long-term benefit obligations of associates. In these cases the related liability is included in the balance sheet.

        Defined benefit pension plans cover a significant number of the Group's associates. The defined benefit obligations and related assets of all major plans are reappraised annually by independent actuaries. Plan assets are recorded at fair value and their actual return in 2010 was a gain of $614 million (2009: gain of $1.7 billion). The latest IFRS interpretation of IAS 19 "Employee Benefits" has been applied in determining any limitation of recognition of fund surpluses. The defined benefit obligation of unfunded pension plans was $266 million at December 31, 2010 (2009: $279 million).

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)

        The following table is a summary of the status of the main funded and unfunded pension and other post-employment benefit plans of associates at December 31, 2010 and 2009:

 
  Pension plans   Other
post-employment
benefit plans
 
 
  2010   2009   2010   2009  
 
  $ millions
  $ millions
  $ millions
  $ millions
 

Benefit obligation at January 1

    18,009     17,643     817     789  

Service cost

    350     411     58     48  

Interest cost

    667     705     45     41  

Actuarial losses/(gains)

    668     (310 )   29     19  

Plan amendments

    (290 )   (4 )         (47 )

Currency translation effects

    1,193     329     3     7  

Benefit payments

    (1,078 )   (1,013 )   (57 )   (41 )

Contributions of associates

    133     124     3        

Effect of acquisitions, divestments or transfers

    916     124     349     1  
                   

Benefit obligation at December 31

    20,568     18,009     1,247     817  
                   

Fair value of plan assets at January 1

    17,611     16,065     8     5  

Expected return on plan assets

    778     698     5        

Actuarial (losses)/gains

    (164 )   981     5        

Currency translation effects

    1,340     373              

Novartis Group contributions

    381     268     70     44  

Contributions of associates

    133     124     3        

Plan amendments

    (21 )   (2 )            

Benefit payments

    (1,078 )   (1,013 )   (57 )   (41 )

Effect of acquisitions, divestments or transfers

    285     117     194        
                   

Fair value of plan assets at December 31

    19,265     17,611     228     8  
                   

Funded status

    (1,303 )   (398 )   (1,019 )   (809 )

Unrecognized past service cost

    3     5     (38 )   (43 )

Limitation on recognition of fund surplus

    (35 )   (35 )            
                   

Net liability in the balance sheet at December 31

    (1,335 )   (428 )   (1,057 )   (852 )
                   

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)

        The movement in the net liability and the amounts recognized in the consolidated balance sheet were as follows:

 
  Pension plans   Other
post-employment
benefit plans
 
 
  2010   2009   2010   2009  
 
  $ millions
  $ millions
  $ millions
  $ millions
 

Movement in net liability

                         

Net liability in the consolidated balance sheet at January 1

    (428 )   (1,572 )   (852 )   (802 )

Net periodic benefit income/(cost)

    29     (417 )   (93 )   (67 )

Novartis Group contributions

    381     268     70     44  

Plan amendments, net

    (1 )                  

Effect of acquisitions, divestments or transfers

    (631 )   (7 )   (155 )   (1 )

Change in actuarial (losses)/gains

    (832 )   1,291     (24 )   (19 )

Currency translation effects

    147     44     (3 )   (7 )

Impact of limitation on recognition of fund surplus

          (35 )            
                   

Net liability in the consolidated balance sheet at December 31

    (1,335 )   (428 )   (1,057 )   (852 )
                   

Amounts recognized in the consolidated balance sheet

                         

Prepaid benefit cost

    982     1,585              

Accrued benefit liability

    (2,317 )   (2,013 )   (1,057 )   (852 )
                   

Net liability in the consolidated balance sheet at December 31

    (1,335 )   (428 )   (1,057 )   (852 )
                   

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)

        The net periodic benefit cost recorded in the consolidated income statement consists of the following components:

 
  Pension plans   Other post-employment
benefit plans
 
 
  2010   2009   2008   2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Components of net periodic benefit cost

                                     

Service cost

    350     411     415     58     48     48  

Interest cost

    667     705     694     45     41     41  

Expected return on plan assets

    (778 )   (698 )   (843 )   (5 )            

Recognized past service cost

    2           (2 )   (5 )   (3 )   (3 )

Curtailment and settlement losses/(gains)

    (270 )   (1 )   6           (19 )      
                           

Net periodic benefit (income)/cost

    (29 )   417     270     93     67     86  
                           

        The following table shows the principal actuarial weighted average assumptions used for calculating defined benefit plans and other post-employment benefits of associates:

 
  Pension plans   Other post-employment
benefit plans
 
 
  2010   2009   2008   2010   2009   2008  
 
  %
  %
  %
  %
  %
  %
 

Weighted average assumptions used to determine benefit obligations at December 31

                                     

Discount rate

    3.5%     3.9%     4.1%     5.3%     5.7%     6.3%  

Expected rate of salary increase

    3.5%     3.6%     3.7%                    

Current average life expectancy for a 65-year-old male/female

    19/22 years     19/22 years     19/22 years     19/21 years     18/20 years     19/21 years  

Weighted average assumptions used to determine net periodic pension cost for the year

                                     

Discount rate

    3.9%     4.1%     4.1%     5.7%     6.3%     5.8%  

Expected return on plan assets

    4.6%     4.6%     4.7%                    

Expected rate of salary increase

    3.6%     3.7%     3.7%                    

Current average life expectancy for a 65-year-old male/female

    19/22 years     19/22 years     19/22 years     18/20 years     19/21 years     18/21 years  

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)

        The following table shows a five-year summary reflecting the funding of defined benefit pensions and the impact of historical deviations between expected and actual return on plan assets and experience adjustments on plan liabilities.

 
  2010   2009   2008   2007   2006  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Plan assets

    19,265     17,611     16,065     18,355     17,515  

Defined benefit obligations

    (20,568 )   (18,009 )   (17,643 )   (17,105 )   (16,767 )
                       

(Deficit)/Surplus

    (1,303 )   (398 )   (1,578 )   1,250     748  
                       

Differences between expected and actual return on plan assets

    (164 )   981     (3,006 )   4     13  

Experience adjustments on plan liabilities

    26     12     (72 )   (279 )   (398 )

        The following table shows the weighted average asset allocation of funded defined benefit plans at December 31, 2010 and 2009:

 
  Pension plans  
 
  Long-term
target
  2010   2009  
 
  %
  %
  %
 

Equity securities

    15-40     31     29  

Debt securities

    45-70     43     49  

Real estate

    0-15     12     12  

Cash and other investments

    0-15     14     10  
                 

Total

          100     100  
                 

        Strategic pension plan asset allocations are determined with the objective of achieving an investment return which, together with the contributions paid, is sufficient to maintain reasonable control over the various funding risks of the plans. Based upon the market and economic environments, actual asset allocations may periodically be permitted to deviate from policy targets. Expected return assumptions are reviewed periodically and are based on each plan's strategic asset mix. Factors considered in the estimate of the expected return are the risk free interest rate together with risk premiums on the assets of each pension plan.

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Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)

        The expected future cash flows to be paid by the Group in respect of pension and other post-employment benefit plans at December 31, 2010 were as follows:

 
  Pension plans   Other
post-employment
benefit plans
 
 
  $ millions
  $ millions
 

Novartis Group contributions

             

2011 (estimated)

    302     77  

Expected future benefit payments

             

2011

    1,228     61  

2012

    1,238     65  

2013

    1,245     70  

2014

    1,253     76  

2015

    1,256     81  

2016–2020

    6,363     491  

        The healthcare cost trend rate assumptions for other post-employment benefits are as follows:

Healthcare cost trend rate assumptions used
  2010   2009   2008  

Healthcare cost trend rate assumed for next year

    7.9%     8.5%     8.5%  

Rate to which the cost trend rate is assumed to decline

    5.0%     5.0%     5.0%  

Year that the rate reaches the ultimate trend rate

    2019     2020     2020  

        A one percentage point change in the assumed healthcare cost trend rates compared to those used for 2010 would have had the following effects:

 
  1% point
increase
  1% point
decrease
 
 
  $ millions
  $ millions
 

Effects on total of service and interest cost components

    13     (11 )

Effect on post-employment benefit obligations

    139     (118 )

        The number of Novartis AG shares held by pension and similar benefit funds at December 31, 2010 was 19.8 million shares with a market value of $1.2 billion (2009: 24.8 million shares with a market value of $1.3 billion). These funds sold 5 million Novartis shares during the year ended December 31, 2010 (2009:

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

25.   Post-employment benefits of associates (Continued)


nil). The amount of dividends received on Novartis shares held as plan assets by these funds at the time of the dividend payout was $48 million for the year ended December 31, 2010 (2009: $43 million; 2008: $32 million).


Defined contribution plans

        In many Group companies associates are covered by defined contribution plans and other long-term benefits. The liability of the Group for these benefits is reported in other long-term benefits of associates and deferred compensation and amounts to $461 million at December 31, 2010 (2009: $380 million). Contributions charged to the consolidated income statement for the defined contribution plans were $269 million (2009: $195 million; 2008: $178 million).

26.   Equity-based participation plans of associates

        The expense recorded in the consolidated income statement spreads the cost of each grant equally over the vesting period. Assumptions are made concerning the forfeiture rate which is adjusted during the vesting period so that at the end of the vesting period there is only a charge for vested amounts. The expense related to all Novartis equity plans and Alcon equity plans since August 25, 2010 in the 2010 consolidated income statement was $841 million (2009: $777 million; 2008: $746 million) resulting in a total carrying amount for liabilities arising from share-based payment transactions of $200 million (2009: $129 million; 2008: $185 million). The amount of related income tax benefit recognized in the consolidated income statement was $213 million (2009: $185 million; 2008: $190 million). The total amount of cash used to settle awards in 2010 was $193 million (2009: $148 million; 2008: $117 million). As of December 31, 2010, there was $649 million (2009: $533 million) of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of 2.00 years (2009: 2.09 years). In addition, due to its majority owned US quoted subsidiary Idenix Pharmaceuticals Inc. until August 30, 2009, Novartis recognized an additional equity-based compensation expense of $3 million (2008: $5 million).

        Equity-based participation plans can be separated into the following plans:


Novartis Equity Plan "Select"

        Each year associates, including Executive Committee members, may be eligible for a grant under the Equity Plan "Select". The grant amount is determined on the basis of business and individual performance. No awards are granted for performance ratings below a certain threshold. Grants can be taken in the form of shares, options, or a combination of both. In some jurisdictions Restricted Share Units (RSU) are granted rather than shares. In Switzerland, the participants in this plan can elect between shares or RSU and share options, or a combination of both.

        Each share is entitled to voting rights and payments of dividends during the vesting period.

        Each RSU is equivalent in value to one Novartis share and is converted into one share at the vesting date. RSUs do not carry any dividend or voting rights.

        Each share option granted to associates entitles the holder to purchase one Novartis share at a stated exercise price that equals the closing market price of the underlying share at the grant date (January 19, 2011 for the performance grant in 2010).

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)

        If associates in North America choose to receive part or all of their grant under the Equity Plan "Select" in share options on American Depositary Shares (ADSs), the resulting number of options is determined by dividing the respective incentive amount by a value that equals 95% of the value of the options on ADSs as determined in accordance with IFRS. For associates in other countries, the divisor equals 90% of the IFRS value of options on shares.

        Share options are tradable, when vested, and expire on their tenth anniversary. Shares and tradable share options have a vesting period of two years in Switzerland and three years in other countries. If a participant leaves Novartis, for reasons other than retirement, disability or death, unvested shares, RSUs and share options are forfeited, unless determined otherwise by the Compensation Committee (for example, in connection with a reorganization or divestment).


Novartis Equity Plan "Select" outside North America

        Directors, executives and other selected associates of Group companies (collectively, the "Participants") may receive equity awards. The vesting period for the plan is three years except Switzerland which had a vesting period of two years until 2010 and which will be increased to three years as of the 2011 performance onwards.

        The expense recorded in the 2010 income statement relating to both shares and options under this plan amounted to $149 million (2009: $151 million; 2008: $135 million). Participants in this plan were granted a total of 2.3 million shares at CHF 55.85 (2009: 1.7 million shares at CHF 53.65).

        The following table shows the assumptions on which the valuation of options granted during the period was based:

 
  Novartis Equity Plan
"Select" outside
North America
 
 
  2010   2009  

Valuation date

    January 19, 2010     January 20, 2009  

Expiration date

    January 17, 2020     January 18, 2019  

Closing share price on grant date

    CHF 55.85     CHF 53.65  

Exercise price

    CHF 55.85     CHF 53.65  

Implied bid volatility

    16.00%     21.00%  

Expected dividend yield

    4.74%     4.52%  

Interest rate

    2.29%     2.47%  

Market value of option at grant date

    CHF 6.13     CHF 8.83  

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)

        The following table shows the activity associated with the options during the period. The weighted average prices in the table below are translated from Swiss Francs into $ at historical rates for the granted, sold, and forfeited figures. The year-end prices are translated using the corresponding year-end rates.

 
  2010   2009  
 
  Options   Weighted
average
exercise
price
  Options   Weighted
average
exercise
price
 
 
  millions
  $
  millions
  $
 

Options outstanding at January 1

    32.9     51.6     25.5     53.2  

Granted

    9.9     54.5     9.4     46.7  

Sold

    (6.0 )   52.4     (0.8 )   48.6  

Forfeited

    (2.1 )   51.4     (1.2 )   51.1  
                   

Outstanding at December 31

    34.7     52.3     32.9     51.6  
                   

Exercisable at December 31

    18.2     53.6     17.5     51.3  
                   

        All options were granted at an exercise price which was equal to the market price of the Group's shares at the grant date and between 2000 and 2003 was greater than the market price of the Group's shares at the grant date. The weighted average fair value of options granted in 2010 was $5.1. The weighted average exercise price during the period the options were sold in 2010 was $52.4. The weighted average share price at the dates of exercise was also $52.4. The amounts received by the associates was $16 million based on market value (intrinsic value $2 million). The weighted average remaining contractual term for options outstanding at the year end was 6.8 years and 5.3 years for options exercisable. Options outstanding had an aggregate intrinsic value of $17 million and $6 million for options exercisable.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)

        The following table summarizes information about options outstanding at December 31, 2010:

 
  Options outstanding   Options exercisable  
Range of exercise prices
  Number
outstanding
  Average
remaining
contractual
life
  Weighted
average
exercise
price
  Number
exercisable
  Weighted
average
exercise
price
 
$
  millions
  years
  $
  millions
  $
 

30–34

    0.9     1.1     34.8     0.9     34.8  

35–39

    0.5     0.2     36.9     0.5     36.9  

40–44

    0.0     0.0     0.0     0.0     0.0  

45–49

    11.5     6.6     46.9     3.6     47.3  

50–54

    11.6     8.0     54.4     3.0     54.0  

55–59

    10.2     6.5     58.3     10.2     58.3  
                       

Total

    34.7     6.8     52.3     18.2     53.6  
                       


Novartis Equity Plan "Select" for North America

        The plan provides for equity awards to North American based Directors, executives and other selected associates. The terms and conditions of the Novartis Equity Plan "Select" for North America are substantially equivalent to the Novartis Equity Plan "Select" outside North America. Options in this plan have only been tradable since 2004.

        The expense recorded in the 2010 consolidated income statement relating to both shares and options under this plan amounted to $237 million (2009: $237 million; 2008: $222 million). Participants in this plan were granted a total of 3.5 million units at $53.70 (2009: 3.0 million ADS at $46.42).

        The following table shows the assumptions on which the valuation of options granted during the period was based:

 
  Novartis Equity Plan
"Select" for North America
 
 
  2010   2009  

Valuation date

    January 19, 2010     January 20, 2009  

Expiration date

    January 17, 2020     January 18, 2019  

Closing ADS price on grant date

    $53.70     $46.42  

Exercise price

    $53.70     $46.42  

Implied bid volatility

    14.60%     20.00%  

Expected dividend yield

    4.96%     4.61%  

Interest rate

    3.90%     2.45%  

Market value of option at grant date

    $6.47     $7.08  

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)

        The following table shows the activity associated with the options during the period:

 
  2010   2009  
 
  ADS options   Weighted
average
exercise
price
  ADS options   Weighted
average
exercise
price
 
 
  millions
  $
  millions
  $
 

Options outstanding at January 1

    59.3     50.2     45.1     51.7  

Granted

    15.7     53.7     20.0     46.4  

Sold or exercised

    (10.3 )   49.5     (3.2 )   45.1  

Forfeited

    (4.7 )   51.7     (2.6 )   53.2  
                   

Outstanding at December 31

    60.0     51.1     59.3     50.2  
                   

Exercisable at December 31

    20.2     50.1     20.9     46.2  
                   

        All options were granted at an exercise price which was equal to the market price of the ADS at the grant date. The weighted average fair value of options granted in 2010 was $6.4. The weighted average exercise price during the period the options were sold or exercised in 2010 was $49.5. The weighted average share price at the dates of exercise was $55.5. The amount received by the associates was $95 million based on market value (intrinsic value of $61 million). The weighted average remaining contractual term for options outstanding at the year end was 6.9 years and 4.5 years for options exercisable. Options outstanding had an aggregate intrinsic value of $471 million and $180 million for options exercisable.

        The actual tax benefit from options exercised and restricted stock vested under the Select Plan for North America was $186 million.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)

        The following table summarizes information about ADS options outstanding at December 31, 2010:

 
  ADS options outstanding   ADS options
exercisable
 
Range of exercise prices
  Number
outstanding
  Average
remaining
contractual
life
  Weighted
average
exercise
price
  Number
exercisable
  Weighted
average
exercise
price
 
$
  millions
  years
  $
  millions
  $
 

35–39

    4.1     2.5     36.6     4.1     36.6  

40–44

    0.3     0.3     42.0     0.3     42.0  

45–49

    21.9     7.0     46.6     5.3     47.1  

50–54

    17.6     8.2     53.9     3.6     54.7  

55–59

    16.1     6.6     58.1     6.9     58.4  
                       

Total

    60.0     6.9     51.1     20.2     50.1  
                       

        Under the previous US Management ADS Appreciation Rights plan, Novartis associates on US employment contracts were entitled to cash compensation equivalent to the increase in the value of Novartis ADSs compared to the market price of the ADSs at the grant date. The income of US Management ADS Appreciation Rights Plan recorded in the 2010 income statement amounted to $2 million (2009: $1 million; 2008: $5 million).


Long-Term Performance Plan

        The Long-Term Performance Plan is an equity plan for key executives based on a three-year performance period.

        At the beginning of the performance period, plan participants are allocated RSUs, which may be converted into Novartis shares after the performance period.

        At the end of the performance period, the Compensation Committee adjusts the number of RSUs based on actual performance. The performance is measured by Group Economic Value Added (EVA), a formula to measure corporate profitability while taking into account the cost of capital. The performance target is the sum of three annual Group EVA targets. No incentive is awarded if actual Group EVA performance fails to meet a pre-determined threshold (or if the participant leaves during the performance period for reasons other than retirement, disability or death). For outstanding Group EVA performance the adjustment can go up to 200% of the target incentive.

        At the award date, RSUs are converted into unrestricted Novartis shares without vesting period. In the United States, awards may also be delivered in cash under the Deferred Compensation Plan.

        The expense recorded in the 2010 income statement related to this plan amounted to $32 million (2009: $35 million; 2008: $12 million). During 2010 a total of 0.4 million performance share units (2009: 0.3 million performance share units) were granted to 116 key executives participating in this plan.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)


Special Share Awards

        Selected associates may exceptionally receive special awards of restricted or unrestricted shares or RSUs. These special share awards are discretionary, providing flexibility to attract talent or to reward particular achievements or exceptional performance. They may also serve to retain key contributors.

        Restricted special awards generally have a three to five-year vesting period. If an associate leaves Novartis for reasons other than retirement, disability or death, unvested shares or RSUs are generally forfeited. Worldwide 389 associates at different levels in the organization were awarded restricted shares in 2010. The expense recorded for such special share awards in the 2010 income statement amounted to $33 million (2009: $18 million; 2008: $17 million). During 2010 a total of 1.1 million shares or RSUs (2009: 1.2 million shares or RSUs) were granted to executives and selected associates.


Leveraged Share Savings Plans

        Associates in certain countries and certain key executives worldwide are encouraged to receive their annual incentive awards fully or partially in Novartis shares instead of cash by participating in a leveraged share savings plan.

        Under leveraged share savings plans, Novartis matches investments in shares after a holding period. In general, no shares are matched under these plans if an associate leaves Novartis prior to expiration of the holding period for reasons other than retirement, disability or death.

        Novartis has three main leveraged share savings plans:

        Associates may only participate in one of these plans in any given year.

        The expense recorded in the 2010 income statement related to these plans amounted to $366 million (2009: $335 million; 2008: $365 million). During 2010, a total of 5.8 million shares (2009: 6.1 million shares) were granted to participants of these plans.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)


Summary of non-vested share movements

        The table below provides a summary of non-vested share movements (restricted shares, restricted share units (RSU) and American Depository Shares (ADS)) for all plans:

 
  2010   2009  
 
  Number
of shares
in millions
  Fair value
in $ millions
  Number
of shares
in millions
  Fair value
in $ millions
 

Non-vested shares at January 1

    15.7     938.7     13.6     886.9  

Granted

    13.9     766.1     12.3     581.5  

Vested

    (10.3 )   (594.6 )   (9.2 )   (480.7 )

Forfeited

    (1.6 )   (94.5 )   (1.0 )   (49.0 )
                   

Non-vested shares at December 31

    17.7     1,015.7     15.7     938.7  
                   


Alcon Equity Plans

        Under the Amended 2002 Alcon Incentive Plan, the Board of Directors of Alcon may award to officers, directors and key employees equity-based compensation, including stock options, share-settled stock appreciation rights (SSARs), restricted shares, restricted share units (RSUs), and performance share units (PSUs).

        The total number of Alcon shares that may be issued with respect to such awards shall not exceed 40 million Alcon shares. The number of shares that may be delivered pursuant to exercise or after a lapse of a restriction period may not exceed 10% of the total number of shares issued and outstanding at that time. Alcon intends to satisfy all equity awards granted prior to December 31, 2003 and after December 31, 2007 with the issuance of new shares from conditional capital authorized for the Amended 2002 Alcon Incentive Plan.

        The Board of Directors of Alcon has authorized the acquisition on the open market of Alcon shares to, among other things, satisfy the share-based awards requirements granted under the amended 2002 Alcon Incentive Plan.

        The expense recorded in the 2010 income statement (from August 25 to December 31, 2010) relating to all Alcon equity plans amounted to $22 million. Participants in those plans were granted 0.2 million restricted share units (RSUs) during that same period.

        Individual grants become exercisable generally on or after the third anniversary of the grant and lapse on the tenth anniversary of the grant.

        At December 31, 2010, Alcon had reserved approximately 19.6 million Alcon common shares for issuance pursuant to the Amended 2002 Alcon Incentive Plan.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

26.   Equity-based participation plans of associates (Continued)


Change of control provisions

        Upon the change of majority ownership in Alcon from Nestlé to Novartis, Alcon's equity-based compensation awards granted to employees prior to January 1, 2009 vested immediately. However, the vesting of similar awards granted after January 1, 2009 will accelerate only if the respective participant's employment with Alcon or its successor is terminated without cause, or by the participant under certain circumstances, within six months preceding or during the two years following a change of control. If Alcon is not the surviving corporation under a change in control, the equivalent value of the successor's securities may be substituted for Alcon shares under the awards.


Alcon stock options and share-settled stock appreciation rights

        The fair value of each stock option and share settled stock appreciation right (SSAR) grant was estimated as of the date of grant using the Black-Scholes option-pricing model. Compensation expense for equity awards was calculated on a straight-line basis over the three-year vesting period of the applicable equity awards, with acceleration of the expense for individuals meeting the requirements for retirement and under the change of control provisions, as described above. There were no grants of stock options or SSARs in 2010. The following table shows the activity associated with the options and SSARs during the period:

 
  2010   2010  
 
  Number
of options
  Weighted
average
exercise
price
  Number of
SSARs
  Weighted
average
exercise
price
 
 
  millions
  $
  millions
  $
 

Outstanding at August 25

    4.4     68.2     4.8     115.5  

Sold or exercised

    (1.2 )   70.5     (1.0 )   132.0  
                   

Outstanding at December 31

    3.2     67.6     3.8     111.5  
                   

Exercisable at December 31

    3.0     66.4     2.0     133.6  
                   


Alcon restricted share units and performance share units

        Alcon may grant restricted share units (RSUs). RSUs entitle the recipient to receive a specified number of common shares or the cash equivalent equal to the fair market value of such shares on the date of vesting. RSUs will vest and become transferable upon satisfaction of the conditions set forth in the restricted share unit award agreements. Holders of RSUs have no voting rights and receive dividend equivalents prior to vesting.

        RSUs are recognized over the required service period at the closing market price on the day of grant. Participants were granted 0.2 million RSUs during the period from August 25 to December 31, 2010. The fair value of those instruments amounted to $38 million. At December 31, 2010, there were 1.2 million RSUs outstanding with a fair value of $189 million.

        Performance Share Units (PSUs) are designed to award additional compensation in the form of Alcon shares if certain earning per share targets are met. No PSUs were granted in 2010.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

27. Related parties

Roche/Genentech

        Novartis has two agreements with Genentech, Inc., USA, a subsidiary of Roche Holdings AG (Roche) which is indirectly included in the consolidated financial statements using equity accounting since Novartis holds 33.3% of the outstanding voting shares of Roche.

Lucentis

        Novartis Ophthalmics, part of the Novartis Pharmaceuticals Division, has licensed the exclusive rights to develop and market Lucentis outside the US for indications related to diseases of the eye. As part of this agreement, Novartis paid Genentech an initial milestone and shared the cost for the subsequent development by making additional milestone payments upon the achievement of certain clinical development points and product approval. Novartis also pays royalties on the net sales of Lucentis products outside the US. Lucentis sales of $1.5 billion (2009: $1.2 billion; 2008: $886 million) have been recognized by Novartis.

Xolair

        In February 2004, Novartis Pharma AG, Genentech, Inc., and Tanox, Inc., finalized a three-party collaboration to govern the development and commercialization of certain anti-IgE antibodies including Xolair and TNX-901. Under this agreement, all three parties co-developed Xolair. On August 2, 2007, Genentech, Inc. completed the acquisition of Tanox, Inc. and has taken over its rights and obligations. Novartis and Genentech are co-promoting Xolair in the US where Genentech records all sales.

        Novartis markets Xolair and records all sales and related costs in Europe as well as co-promotion costs in the US. Genentech and Novartis share the resulting profits from sales in the US, Europe and some East Asia countries, according to agreed profit-sharing percentages. Novartis recognized total sales of Xolair of $369 million (2009: $338 million; 2008: $211 million) including sales to Genentech for the US market.

        The net expense for royalties, cost sharing and profit sharing arising out of the Lucentis and Xolair agreements with Genentech totaled $300 million (2009: $200 million; 2008: $85 million).

        Furthermore, Novartis has several patent license, supply and distribution agreements with Roche and several Novartis entities hold Roche bonds totaling $17 million (2009: $1 billion).


Idenix

        Novartis Pharma AG entered into a collaboration agreement with Idenix in May 2003 relating to the worldwide development and commercialization of drug candidates and purchased approximately 54% of the common stock of Idenix. As Novartis had the ability to exercise control, Idenix was fully consolidated. In August 2009, Novartis opted not to purchase shares that were issued pursuant to an underwritten offering and waived and amended certain rights under the development and commercialization agreement. As a result of this, the Novartis shareholding was diluted from the pre-offering level of 53% to 47% and since September 1, 2009 Idenix has been accounted for according to the equity method. Novartis has a license agreement with Idenix for Tyzeka/Sebivo and may pay additional license fees and development expenses for drug candidates that Novartis may elect to license from Idenix. The sales of Tyzeka/Sebivo totaled $95 million in 2010 (2009: $84 million).

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

27. Related parties (Continued)


Executive Officer and Director Compensation

        During 2010, there were 14 Executive Committee members ("Executive Officers"), including those who stepped down (9 members in 2009; 10 members in 2008).

        The total compensation for members of the Executive Committee and the 12 Non-Executive Directors (11 in 2009; 12 in 2008) using IFRS 2 rules for accounting for equity-based compensation was as follows:

 
  Executive Officers   Non-Executive Directors   Total  
 
  2010   2009   2008   2010   2009   2008   2010   2009   2008  
 
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
  $ millions
 

Short-term benefits

    14.4     12.6     12.0     17.7     6.0     6.4     32.1     18.6     18.4  

Post-employment benefits

    1.2     1.4     7.8     0.2                 1.4     1.4     7.8  

Termination benefits

    7.9           1.3                       7.9           1.3  

Equity-based compensation

    62.4     86.4     75.4                       62.4     86.4     75.4  
                                       

Total

    85.9     100.4     96.5     17.9     6.0     6.4     103.8     106.4     102.9  
                                       

        The annual incentive award, which is fully included in equity-based compensation even when paid out in cash, is granted in January in the year following the reporting period.

        During 2009, an Executive Officer acquired real estate for CHF 3.7 million from a consolidated entity. The transaction price was based on independent external valuation reports.

28. Commitments and contingencies

Leasing commitments

        The Group has entered into various fixed term operational leases, mainly for cars and real estate. As of December 31, 2010 the Group's commitments with respect to these leases were as follows:

 
  2010  
 
  $ millions
 

2011

    363  

2012

    267  

2013

    183  

2014

    141  

2015

    121  

Thereafter

    2,087  
       

Total

    3,162  
       

Expense of current year

    350  
       

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

28. Commitments and contingencies (Continued)


Research & Development commitments

        The Group has entered into long-term research agreements with various institutions which provide for potential milestone payments and other payments by Novartis that may be capitalized. As of December 31, 2010 the Group's commitments to make payments under those agreements were as follows:

 
  Unconditional
commitments
2010
  Potential
milestone
payments
2010
  Total
2010
 
 
  $ millions
  $ millions
  $ millions
 

2011

    84     338     422  

2012

    58     501     559  

2013

    37     632     669  

2014

    31     192     223  

2015

    30     511     541  

Thereafter

    30     1,090     1,120  
               

Total

    270     3,264     3,534  
               


Other commitments

        The Novartis Group entered into various purchase commitments for services and materials as well as for equipment in the ordinary course of business. These commitments are generally entered into at current market prices and reflect normal business operations.


Contingencies

        Group companies have to observe the laws, government orders and regulations of the country in which they operate.

        The Group's potential environmental liability is assessed based on a risk assessment and investigation of the various sites identified by the Group as at risk for environmental exposure. The Group's future remediation expenses are affected by a number of uncertainties. These uncertainties include, but are not limited to, the method and extent of remediation, the percentage of material attributable to the Group at the remediation sites relative to that attributable to other parties, and the financial capabilities of the other potentially responsible parties.

        A number of Group companies are currently involved in administrative proceedings, litigations and investigations arising out of the normal conduct of their business. These litigations include certain legal and product liability claims. Whilst provisions have been made for probable losses that management deems to be reasonable or appropriate there are uncertainties connected with these estimates. Note 20 contains a more extensive discussion of these matters.

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

28. Commitments and contingencies (Continued)

        In the opinion of management, however, the outcome of these actions will not materially affect the Group's financial position but could be material to the results of operations or cash flow in a given period.

29. Principal currency translation rates

 
  2010   2009   2008  
 
  $
  $
  $
 

Year-end exchange rates used for consolidated balance sheets:

                   

1 CHF

    1.063     0.965     0.948  

1 EUR

    1.324     1.436     1.411  

1 GBP

    1.552     1.591     1.450  

100 JPY

    1.227     1.086     1.107  

Average of monthly exchange rates during the year used for consolidated income and cash flow statements:

                   

1 CHF

    0.961     0.923     0.925  

1 EUR

    1.327     1.393     1.470  

1 GBP

    1.546     1.564     1.853  

100 JPY

    1.141     1.070     0.970  

30. Events subsequent to the December 31, 2010 balance sheet date

Dividend proposal for 2010 and approval of the Group's 2010 consolidated financial statements

        The 2010 consolidated financial statements of the Novartis Group were approved by the Novartis AG Board of Directors on January 26, 2011. On January 19, 2011, the Board proposed a dividend of CHF 2.20 per share to be approved at the Annual General Meeting on February 22, 2011. If approved, total dividend payments would amount to approximately $5.4 billion.

Settlement of Litigation

        On January 3, 2011, Novartis and Johnson & Johnson signed an agreement to settle all litigations related to the silicone hydrogel patents (JUMP patents) referred to in note 20 above. Under the agreement, Novartis will receive a settlement payment and each party will grant to the other party a fully paid up, irrevocable, worldwide non-exclusive license with no right to sub-license under the respective patent rights. Novartis will record the resulting income in the first quarter of 2011.

Tender offer for Genoptix, Inc. (Genoptix)

        On January 24, 2011, Novartis announced that it has entered into a definitive agreement to acquire Genoptix, Inc. (NASDAQ: GXDX), a specialized laboratory providing personalized diagnostic services to community-based hematologists and oncologists.

        In accordance with the terms of the agreement, Novartis is to commence a tender offer for all outstanding shares of common stock of Genoptix at $25.00 per share in cash. This represents a total equity

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

30. Events subsequent to the December 31, 2010 balance sheet date (Continued)


value of $470 million and an enterprise value of $330 million. The Novartis offer represents a premium of 39% over Genoptix's unaffected share price of $17.98 on December 13, 2010. It also implies a 27% premium over the closing price of $19.76 on January 21, 2011.

        The Genoptix Board of Directors has unanimously approved the transaction and agreed to recommend that Genoptix stockholders tender their shares. The transaction is conditional upon the tender of at least a majority of the shares of Genoptix in the tender offer, receipt of regulatory approvals and other customary closing conditions. The transaction is expected to close within the first half of 2011.

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NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010

        The following describe the various types of entities within the Group:

/*/   Holding/Finance: This entity is a holding company and/or performs finance functions for the Group.
‹*›   Sales: This entity performs sales and marketing activities for the Group.
\*/   Production: This entity performs manufacturing and/or production activities for the Group.
/*\   Research: This entity performs research and development activities for the Group.

 

As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Argentina

                                 

Novartis Argentina S.A., Buenos Aires

    ARS     61.3 m     100       ‹*›       /*\

Sandoz S.A., Buenos Aires

    ARS     71.8 m     100       ‹*›   \*/    

Alcon Laboratorios Argentina S.A., Buenos Aires

    ARS     3.9 m     77       ‹*›        

Australia

                                 

Novartis Australia Pty Ltd., North Ryde, NSW

    AUD     11.0 m     100   /*/            

Novartis Pharmaceuticals Australia Pty Ltd., North Ryde, NSW

    AUD     3.8 m     100       ‹*›       /*\

Sandoz Pty Ltd., North Ryde, NSW

    AUD     11.6 m     100       ‹*›        

Novartis Consumer Health Australasia Pty Ltd., Melbourne, Victoria

    AUD     7.6 m     100       ‹*›   \*/    

Novartis Animal Health Australasia Pty Ltd., North Ryde, NSW

    AUD     3.0 m     100       ‹*›       /*\

Alcon Laboratories (Australia) Pty Ltd., Frenchs Forest

    AUD     2.6 m     77       ‹*›        

Austria

                                 

Novartis Austria GmbH, Vienna

    EUR     1.0 m     100   /*/            

Novartis Pharma GmbH, Vienna

    EUR     1.1 m     100       ‹*›        

Sandoz GmbH, Kundl

    EUR     32.7 m     100   /*/   ‹*›   \*/   /*\

Novartis Animal Health GmbH, Kundl

    EUR     37,000     100       ‹*›        

EBEWE Pharma Ges.m.b.H Nfg., Unterach am Attersee

    EUR     1.0 m     100       ‹*›   \*/   /*\

Bangladesh

                                 

Novartis (Bangladesh) Limited, Dhaka

    BDT     162.5 m     60       ‹*›   \*/    

Belgium

                                 

N.V. Novartis Pharma S.A., Vilvoorde

    EUR     7.1 m     100       ‹*›        

N.V. Sandoz S.A., Vilvoorde

    EUR     19.2 m     100       ‹*›        

N.V. Novartis Consumer Health S.A., Vilvoorde

    EUR     4.3 m     100       ‹*›        

N.V. CIBA Vision Benelux S.A., Mechelen

    EUR     62,000     100       ‹*›        

S.A. Alcon-Couvreur N.V., Puurs

    EUR     362.1 m     77       ‹*›   \*/    

Bermuda

                                 

Triangle International Reinsurance Ltd., Hamilton

    CHF     1.0 m     100   /*/            

Novartis Securities Investment Ltd., Hamilton

    CHF     30,000     100   /*/            

Novartis International Pharmaceutical Ltd., Hamilton

    CHF     20,000     100   /*/   ‹*›   \*/   /*\

Trinity River International Investments (Bermuda), Ltd. Hamilton

    USD     12,000     77   /*/            

Trinity River Insurance Co.Ltd., Hamilton

    USD     370,000     77   /*/            

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Brazil

                                 

Novartis Biociências S.A., São Paulo

    BRL     255.8 m     100       ‹*›   \*/    

Sandoz do Brasil Indústria Farmacêutica Ltda., Cambé

    BRL     190.0 m     100       ‹*›   \*/   /*\

Novartis Saúde Animal Ltda., São Paulo

    BRL     50.7 m     100       ‹*›   \*/    

Alcon Laboratorios do Brasil Ltda., São Paulo

    BRL     7.7 m     77       ‹*›   \*/    

Canada

                                 

Novartis Pharmaceuticals Canada Inc., Dorval/Montreal

    CAD     0 (2)   100       ‹*›       /*\

Sandoz Canada Inc., Boucherville, Quebec

    CAD     76.8 m     100       ‹*›   \*/   /*\

Novartis Consumer Health Canada Inc., Mississauga, Ontario

    CAD     2     100       ‹*›        

CIBA Vision Canada Inc., Mississauga, Ontario

    CAD     1     100       ‹*›   \*/    

Novartis Animal Health Canada Inc., Charlottetown

    CAD     2     100       ‹*›       /*\

Alcon Canada Inc., Mississauga

    CAD     0 (2)   77       ‹*›        

Chile

                                 

Novartis Chile S.A., Santiago de Chile

    CLP     2.0 bn     100       ‹*›        

Alcon Laboratorios Chile Limitada, Santiago

    CLP     2.0 bn     77       ‹*›        

China

                                 

Beijing Novartis Pharma Co., Ltd., Beijing

    CNY     132.1 m     100       ‹*›   \*/    

Novartis Pharmaceuticals (HK) Limited, Hong Kong

    HKD     200     100       ‹*›        

China Novartis Institutes for BioMedical Research Co. Ltd., Shanghai

    USD     32.0 m     100               /*\

Suzhou Novartis Pharma Technology Co. Ltd., Changshu

    USD     62.0 m     100           \*/    

Shanghai Novartis Trading Ltd., Shanghai

    CNY     20.3 m     100       ‹*›        

Shanghai Novartis Animal Health Co., Ltd., Shanghai

    CNY     105.9 m     100       ‹*›   \*/    

Sandoz (China) Pharmaceutical Co., Ltd., Zhongshan

    CNY     21.4 m     100       ‹*›   \*/    

Alcon (China) Ophthalmic Product Co., Ltd., Beijing

    USD     2.2 m     77       ‹*›   \*/    

Colombia

                                 

Novartis de Colombia S.A., Santafé de Bogotá

    COP     7.9 bn     100       ‹*›   \*/    

Laboratorios Alcon de Colombia S.A., Bogota

    COP     20.9 m     77       ‹*›        

Croatia

                                 

Sandoz d.o.o., Zagreb

    HRK     25.6 m     100       ‹*›        

Czech Republic

                                 

Novartis s.r.o., Prague

    CZK     51.5 m     100       ‹*›        

Sandoz s.r.o., Prague

    CZK     44.7 m     100       ‹*›        

Denmark

                                 

Novartis Healthcare A/S, Copenhagen

    DKK     14.0 m     100       ‹*›        

Sandoz A/S, Copenhagen

    DKK     8.0 m     100       ‹*›        

Ecuador

                                 

Novartis Ecuador S.A., Quito

    USD     4.0 m     100       ‹*›        

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Egypt

                                 

Novartis Pharma S.A.E., Cairo

    EGP     33.8 m     99           \*/    

Finland

                                 

Novartis Finland Oy, Espoo

    EUR     459,000     100       ‹*›        

France

                                 

Novartis Groupe France S.A., Rueil-Malmaison

    EUR     103.0 m     100   /*/            

Novartis Pharma S.A.S., Rueil-Malmaison

    EUR     43.4 m     100       ‹*›   \*/   /*\

Sandoz S.A.S., Levallois-Perret

    EUR     5.0 m     100       ‹*›        

Novartis Santé Familiale S.A.S., Rueil-Malmaison

    EUR     21.9 m     100       ‹*›   \*/    

Novartis Santé Animale S.A.S., Rueil-Malmaison

    EUR     900,000     100       ‹*›   \*/    

CIBA Vision S.A.S., Blagnac

    EUR     1.8 m     100       ‹*›        

Laboratoires Alcon S.A., Rueil-Malmaison

    EUR     12.6 m     77       ‹*›   \*/    

Germany

                                 

Novartis Deutschland GmbH, Wehr

    EUR     155.5 m     100   /*/            

Novartis Pharma GmbH, Nuremberg

    EUR     25.6 m     100       ‹*›       /*\

Novartis Pharma Produktions GmbH, Wehr

    EUR     2.0 m     100           \*/    

Novartis Vaccines and Diagnostics GmbH, Marburg

    EUR     5.0 m     100       ‹*›   \*/   /*\

Jenahexal Pharma GmbH, Jena

    EUR     260,000     100       ‹*›   \*/   /*\

Sandoz International GmbH, Holzkirchen

    EUR     100,000     100   /*/            

Sandoz Pharmaceuticals GmbH, Holzkirchen

    EUR     5.1 m     100       ‹*›        

Sandoz Industrial Products GmbH, Frankfurt a. M. 

    EUR     2.6 m     100       ‹*›   \*/    

Hexal AG, Holzkirchen

    EUR     93.7 m     100   /*/   ‹*›   \*/   /*\

Salutas Pharma GmbH, Barleben

    EUR     42.1 m     100       ‹*›   \*/    

1 A Pharma GmbH, Oberhaching

    EUR     26,000     100       ‹*›        

Novartis Consumer Health GmbH, Munich

    EUR     14.6 m     100       ‹*›   \*/   /*\

Novartis Tiergesundheit GmbH, Munich

    EUR     256,000     100       ‹*›        

CIBA Vision Vertriebs GmbH, Grossostheim

    EUR     2.6 m     100       ‹*›        

CIBA Vision GmbH, Grosswallstadt

    EUR     15.4 m     100       ‹*›   \*/   /*\

Alcon Pharma GmbH, Freiburg

    EUR     511,292     77       ‹*›        

WaveLight GmbH, Erlangen

    EUR     6.6 m     77           \*/    

Gibraltar

                                 

Novista Insurance Limited, Gibraltar City

    CHF     130.0 m     100   /*/            

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Great Britain

                                 

Novartis UK Limited, Frimley/Camberley

    GBP     25.5 m     100   /*/            

Novartis Pharmaceuticals UK Limited, Frimley/Camberley

    GBP     5.4 m     100       ‹*›   \*/   /*\

Novartis Vaccines and Diagnostics Limited, Frimley/Camberley

    GBP     100     100           \*/    

Novartis Grimsby Limited, Frimley/Camberley

    GBP     230 m     100           \*/    

Sandoz Limited, Bordon

    GBP     2.0 m     100       ‹*›        

Novartis Consumer Health UK Limited, Horsham

    GBP     25,000     100       ‹*›   \*/    

Novartis Animal Health UK Limited, Frimley/Camberley

    GBP     100,000     100       ‹*›       /*\

CIBA Vision (UK) Limited, Southampton

    GBP     550,000     100       ‹*›        

Alcon Laboratories (UK) Limited, Hemel Hempstead

    GBP     3.1 m     77       ‹*›        

Greece

                                 

Novartis (Hellas) S.A.C.I., Metamorphosis/Athens

    EUR     14.6 m     100       ‹*›        

Alcon Laboratories Hellas Commercial & Industrial S.A., Maroussi

    EUR     1.7 m     77       ‹*›        

Hungary

                                 

Novartis Hungary Healthcare Limited Liability Company, Budapest

    HUF     545.6 m     100       ‹*›        

Sandoz Hungary Limited Liability Company, Budapest

    HUF     4.0 m     100       ‹*›        

India

                                 

Novartis India Limited, Mumbai

    INR     159.8 m     76       ‹*›   \*/    

Sandoz Private Limited, Mumbai

    INR     32.0 m     100       ‹*›   \*/    

Novartis Healthcare Private Limited, Mumbai

    INR     60.0 m     100               /*\

Alcon Laboratories (India) Private Limited, Bangalore

    INR     1.1 bn     77       ‹*›        

Indonesia

                                 

PT Novartis Indonesia, Jakarta

    IDR     7.7 bn     100       ‹*›   \*/    

PT CIBA Vision Batam, Batam

    IDR     11.9 bn     100           \*/    

Ireland

                                 

Novartis Ireland Limited, Dublin

    EUR     25,000     100       ‹*›        

Novartis Ringaskiddy Limited, Ringaskiddy, County Cork

    EUR     2.0 m     100           \*/    

Alcon Laboratories Ireland Limited, Cork

    EUR     541,251     77           \*/    

Italy

                                 

Novartis Farma S.p.A., Origgio

    EUR     18.2 m     100   /*/   ‹*›   \*/   /*\

Novartis Vaccines and Diagnostics S.r.l., Siena

    EUR     41.5 m     100       ‹*›   \*/   /*\

Sandoz S.p.A., Origgio

    EUR     390,000     100       ‹*›        

Sandoz Industrial Products S.p.A., Rovereto

    EUR     2.6 m     100           \*/    

Novartis Consumer Health S.p.A., Origgio

    EUR     2.9 m     100       ‹*›        

CIBA Vision S.r.l., Marcon

    EUR     2.4 m     100       ‹*›        

Alcon Italia S.p.A., Milan

    EUR     1.3 m     77       ‹*›        

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

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CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Japan

                                 

Novartis Holding Japan K.K., Tokyo

    JPY     10.0 m     100   /*/            

Novartis Pharma K.K., Tokyo

    JPY     6.0 bn     100       ‹*›       /*\

Sandoz K.K., Tokyo

    JPY     100.0 m     100       ‹*›   \*/   /*\

Novartis Animal Health K.K., Tokyo

    JPY     50.0 m     100       ‹*›       /*\

CIBA Vision K.K., Tokyo

    JPY     100.0 m     100       ‹*›        

Alcon Japan Ltd., Tokyo

    JPY     0 (2)   77       ‹*›        

Luxembourg

                                 

Novartis Investments S.à r.l., Luxembourg-Ville

    USD     2.6 bn     100   /*/            

Novartis Finance S.A., Luxembourg-Ville

    USD     100,000     100   /*/            

Malaysia

                                 

Novartis Corporation (Malaysia) Sdn. Bhd., Kuala Lumpur

    MYR     3.3 m     100       ‹*›        

CIBA Vision Johor Sdn. Bhd., Gelang Patah

    MYR     5.0 m     100           \*/    

Mexico

                                 

Novartis Farmacéutica, S.A. de C.V., Mexico City

    MXN     205.0 m     100       ‹*›   \*/    

Sandoz S.A. de C.V., Mexico City

    MXN     468.2 m     100       ‹*›   \*/    

Alcon Laboratorios, S.A. de C.V., Mexico City

    MXN     5.9 m     77       ‹*›   \*/    

Netherlands

                                 

Novartis Netherlands B.V., Arnhem

    EUR     1.4 m     100   /*/            

Novartis Pharma B.V., Arnhem

    EUR     4.5 m     100       ‹*›        

Sandoz B.V., Almere

    EUR     907,570     100       ‹*›   \*/    

Novartis Consumer Health B.V., Breda

    EUR     23,830     100       ‹*›   \*/    

Alcon Nederland B.V., Gorinchem

    EUR     18,151     77       ‹*›        

New Zealand

                                 

Novartis New Zealand Ltd., Auckland

    NZD     820,000     100       ‹*›        

Norway

                                 

Novartis Norge AS, Oslo

    NOK     1.5 m     100       ‹*›        

Pakistan

                                 

Novartis Pharma (Pakistan) Limited, Karachi

    PKR     24.8 m     99       ‹*›   \*/    

Panama

                                 

Novartis Pharma (Logistics), Inc., Panama City

    USD     10,000     100       ‹*›        

Peru

                                 

Novartis Biosciences Peru S.A., Lima

    PEN     6.1 m     100       ‹*›        

Philippines

                                 

Novartis Healthcare Philippines, Inc., Makati/Manila

    PHP     298.8 m     100       ‹*›        

Poland

                                 

Novartis Poland Sp. z o.o., Warsaw

    PLN     44.2 m     100       ‹*›        

Lek S.A., Strykow

    PLN     11.4 m     100       ‹*›   \*/    

Sandoz Polska Sp. Z.o.o., Warsaw

    PLN     25.6 m     100       ‹*›   \*/   /*\

Alcon Polska Sp. z o.o., Warsaw

    PLN     750,000     77       ‹*›        

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

F-115


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Portugal

                                 

Novartis Portugal SGPS Lda., Sintra

    EUR     500,000     100   /*/            

Novartis Farma—Produtos Farmacêuticos S.A., Sintra

    EUR     2.4 m     100       ‹*›        

Sandoz Farmaceutica Lda., Sintra

    EUR     5.0 m     100       ‹*›        

Novartis Consumer Health—Produtos Farmacêuticos e Nutrição Lda., Lisbon

    EUR     100,000     100       ‹*›        

Alcon Portugal-Produtos e Equipamentos Oftalmologicos Lda., Paco d'Arcos

    EUR     4.5 m     77       ‹*›        

Puerto Rico

                                 

Ex-Lax, Inc., Humacao

    USD     10,000     100           \*/    

CIBA Vision Puerto Rico, Inc., Cidra

    USD     1,000     100           \*/    

Alcon (Puerto Rico) Inc., Catano

    USD     100     77       ‹*›        

Romania

                                 

Sandoz S.R.L., Targu-Mures

    RON     105.2 m     100       ‹*›   \*/    

Russian Federation

                                 

Novartis Pharma LLC, Moscow

    RUR     20.0 m     100       ‹*›        

ZAO Sandoz, Moscow

    RUR     57.4 m     100       ‹*›        

Novartis Consumer Health LLC, Moscow

    RUR     60.0 m     100       ‹*›        

Alcon Farmacevtika LLC, Moscow

    RUR     44.1 m     77       ‹*›        

Singapore

                                 

Novartis Singapore Pharmaceutical Manufacturing Pte Ltd., Singapore Country

    SGD     45.0 m     100           \*/    

Novartis Asia Pacific Pharmaceuticals Pte Ltd., Singapore Country

    SGD     1.0 m     100       ‹*›        

Novartis Institute for Tropical Diseases Pte Ltd., Singapore Country

    SGD     2,004     100               /*\

CIBA Vision (Singapore) Pte Ltd, Singapore Country

    SGD     400,000     100       ‹*›        

Novartis (Singapore) Pte Ltd, Singapore Country

    SGD     100,000     100       ‹*›       /*\

Alcon Singapore Manufacturing Pte Ltd., Singapore Country

    SGD     1,000     77           \*/    

Slovakia

                                 

Novartis Slovakia s.r.o., Bratislava

    EUR     2.0 m     100       ‹*›        

Slovenia

                                 

Lek Pharmaceuticals d.d., Ljubljana

    EUR     73.6 m     100   /*/   ‹*›   \*/   /*\

Sandoz Pharmaceuticals d.d., Ljubljana

    EUR     1.5 m     100       ‹*›        

South Africa

                                 

Novartis South Africa (Pty) Ltd., Kempton Park

    ZAR     86.3 m     100       ‹*›        

Sandoz South Africa (Pty) Ltd, Kempton Park

    ZAR     3.0 m     100       ‹*›   \*/    

Alcon Laboratories (South Africa) (Pty.) Ltd., Randburg

    ZAR     201,820     77       ‹*›        

South Korea

                                 

Novartis Korea Ltd., Seoul

    KRW     24.5 bn     99       ‹*›        

Alcon Korea Ltd, Seoul

    KRW     33.8 bn     77       ‹*›        

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

F-116


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Spain

                                 

Novartis Farmacéutica, S.A., Barcelona

    EUR     63.0 m     100   /*/   ‹*›   \*/    

Novartis Vaccines and Diagnostics, S.L., Barcelona

    EUR     675,450     100       ‹*›        

Sandoz Farmacéutica, S.A., Madrid

    EUR     270,450     100       ‹*›        

Sandoz Industrial Products, S.A., Les Franqueses del Vallés/Barcelona

    EUR     9.3 m     100       ‹*›   \*/   /*\

Bexal Farmacéutica, S.A., Madrid

    EUR     1.0 m     100       ‹*›        

Novartis Consumer Health, S.A., Barcelona

    EUR     876,919     100       ‹*›        

CIBA Vision, S.A., Barcelona

    EUR     1.4 m     100       ‹*›        

Alcon Cusi S.A., El Masnou

    EUR     11.6 m     77       ‹*›   \*/    

Sweden

                                 

Novartis Sverige Participations AB, Täby/Stockholm

    SEK     1.0 m     100   /*/            

Novartis Sverige AB, Täby/Stockholm

    SEK     5.0 m     100       ‹*›        

CIBA Vision Nordic AB, Askim/Göteborg

    SEK     2.5 m     100       ‹*›        

Alcon Sverige AB, Bromma

    SEK     100,000     77       ‹*›        

Switzerland

                                 

Novartis International AG, Basel

    CHF     10.0 m     100   /*/            

Novartis Holding AG, Basel

    CHF     100.2 m     100   /*/            

Novartis Research Foundation, Basel

    CHF     29.3 m     100   /*/            

Novartis Foundation for Management Development, Basel

    CHF     100,000     100   /*/            

Novartis Foundation for Employee Participation, Basel

    CHF     100,000     100   /*/            

Novartis Sanierungsstiftung, Basel

    CHF     2.0 m     100   /*/            

Roche Holding AG, Basel

    CHF     160.0 m     33/6 (3) /*/   ‹*›   \*/   /*\

Alcon, Inc., Hünenberg

    CHF     60.8 m     77   /*/            

Novartis Pharma AG, Basel

    CHF     350.0 m     100   /*/   ‹*›   \*/   /*\

Novartis Pharma Services AG, Basel

    CHF     20.0 m     100       ‹*›        

Novartis Pharma Schweizerhalle AG, Muttenz

    CHF     18.9 m     100           \*/    

Novartis Pharma Stein AG, Stein

    CHF     251,000     100           \*/   /*\

Novartis Pharma Schweiz AG, Bern

    CHF     5.0 m     100       ‹*›       /*\

Novartis Vaccines and Diagnostics AG, Basel

    CHF     800,000     100   /*/            

Sandoz AG, Basel

    CHF     5.0 m     100       ‹*›       /*\

Sandoz Pharmaceuticals AG, Steinhausen

    CHF     100,000     100       ‹*›        

Novartis Consumer Health S.A., Nyon

    CHF     30.0 m     100   /*/   ‹*›   \*/   /*\

Novartis Consumer Health Schweiz AG, Bern

    CHF     250,000     100       ‹*›       /*\

Novartis Animal Health AG, Basel

    CHF     101,000     100   /*/   ‹*›   \*/   /*\

Novartis Centre de Recherche Santé Animale S.A., St. Aubin

    CHF     250,000     100               /*\

CIBA Vision AG, Embrach

    CHF     300,000     100   /*/   ‹*›        

Alcon Pharmaceuticals Ltd., Fribourg

    CHF     200,000     77       ‹*›        

ESBATech, an Alcon Biomedical Research Unit GmbH, Schlieren

    CHF     0 (2)   77               /*\

Taiwan

                                 

Novartis (Taiwan) Co., Ltd., Taipei

    TWD     170.0 m     100       ‹*›   \*/    

Alcon Pharmaceuticals Taiwan Ltd., Taipei

    CHF     50,000     77       ‹*›        

Thailand

                                 

Novartis (Thailand) Limited, Bangkok

    THB     230.0 m     100       ‹*›        

Alcon Laboratories (Thailand) Ltd., Bangkok

    THB     2.1 m     77       ‹*›        

Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated

 

 


 

above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

F-117


Table of Contents


NOTES TO THE NOVARTIS GROUP

CONSOLIDATED FINANCIAL STATEMENTS (Continued)

31.   Principal Group subsidiaries and associated companies as at December 31, 2010 (Continued)


As at December 31, 2010
  Share/paid-in
capital(1)
  Equity
interest %
  Activities

Turkey

                                 

Novartis Saglik, Gida ve Tarim Ürünleri Sanayi ve Ticaret A.S., Istanbul

    TRY     98.0 m     100       ‹*›   \*/    

Sandoz Ilaç Sanayi ve Ticaret A.S., Istanbul

    TRY     31.7 m     100       ‹*›   \*/    

Alcon Laboratuvarlari Ticaret A.S., Istanbul

    TRY     25.2 m     77       ‹*›        

USA

                                 

Novartis Corporation, East Hanover, NJ

    USD     72.2 m     100   /*/            

Novartis Finance Corporation, New York, NY

    USD     1.7 bn     100   /*/            

Novartis Capital Corporation, New York, NY

    USD     1     100   /*/            

Novartis Pharmaceuticals Corporation, East Hanover, NJ

    USD     5.2 m     100       ‹*›   \*/   /*\

Novartis Institutes for BioMedical Research, Inc., Cambridge, MA

    USD     1     100               /*\

Novartis Institute for Functional Genomics, Inc., San Diego, CA

    USD     21,000     100               /*\

Idenix Pharmaceuticals, Inc., Cambridge, MA

    USD     72,863     43               /*\

Novartis Vaccines and Diagnostics, Inc., Cambridge, MA

    USD     3.0     100   /*/   ‹*›   \*/   /*\

Sandoz Inc., Princeton, NJ

    USD     25,000     100       ‹*›   \*/   /*\

Eon Labs, Inc., Princeton, NJ

    USD     1     100       ‹*›   \*/    

Novartis Consumer Health, Inc., Parsippany, NJ

    USD     0 (2)   100       ‹*›   \*/   /*\

Novartis Animal Health US, Inc., Greensboro, NC

    USD     100     100       ‹*›   \*/   /*\

CIBA Vision Corporation, Duluth, GA

    USD     301.3 m     100   /*/   ‹*›   \*/   /*\

Alcon Holdings Inc., Wilmington, DE

    USD     10     77   /*/            

Alcon Laboratories, Inc., Wilmington, DE

    USD     1,000     77       ‹*›        

Alcon Refractive Horizons, LLC, Wilmington, DE

    USD     10     77   /*/            

Alcon Research, Ltd., Wilmington, DE

    USD     10     77           \*/   /*\

Falcon Pharmaceuticals, Ltd., Wilmington, DE

    USD     10     77       ‹*›        

Alcon LenSx, Inc., Wilmington, DE

    USD     1     77           \*/   /*\

Venezuela

                                 

Novartis de Venezuela, S.A., Caracas

    VEF     1.4 m     100       ‹*›        

Alcon Pharmaceutical, C.A., Caracas

    VEF     100     77       ‹*›        

        In addition, the Group is represented by subsidiaries, associated companies or joint ventures in the following countries: Algeria, Cayman Islands, Costa Rica, Dominican Republic, Guatemala, the former Yugoslav Republic of Macedonia, Morocco, and Uruguay.



       
Equity interest %     above 50% and up to 100% of the voting rights—fully consolidated
      above 20% and up to 50% of the voting rights—investment in associated company—equity method accounting
(1)
Share/paid-in capital may not reflect the taxable share/paid-in capital amount and does not include any paid-in surplus.

(2)
Shares without par value.

(3)
Percentage of total net income and equity attributable to Novartis.

m = million; bn = billion

F-118