Novo Resources
Annual Report 2020

Plain-text annual report

Novo Nordisk Annual Report 2020 Team Novo Nordisk, the world’s first all-diabetes professional cycling team, are racing with 100 on their jersey to celebrate the 100-year anniversary of the discovery of insulin Novo Nordisk A/S - Novo Allé 1, 2880 Bagsværd, Denmark - CVR no. 24256790 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 2 Contents Management review Consolidated statements Introducing Novo Nordisk Consolidated financial statements Letter from the Chair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Letter from the CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Novo Nordisk at a glance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Business model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Equity statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Performance highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Notes to the consolidated financial statements . . . . . . . . . . . . . . . . . 51 Strategic Aspirations Consolidated ESG statement (supplementary information) Purpose and sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Statement of ESG performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81 Innovation and therapeutic focus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Notes to the consolidated ESG statement . . . . . . . . . . . . . . . . . . . . . . 82 Commercial execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Corporate governance Statements and Auditor's Reports Statement by Board of Directors and Executive Management . . . . . 88 Independent Auditor's Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89 Risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Independent Assurance Report on the ESG statement . . . . . . . . . . . 91 Shares and capital structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Governance practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Additional information Mandy is part of Team Novo Nordisk, the world’s first all-diabetes professional cycling team Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 More information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 Executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Product overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 3 Letter from the Chair Rising to the challenge The devastating impact of COVID-19 on societies and economies in 2020 intensified existing challenges such as inequality and poverty. However, in times of crisis, businesses play a critical role in mobilising resources and providing solutions. Novo Nordisk has worked hard to respond to the challenges, helping people with serious chronic diseases while also supporting society on a broader scale. Novo Nordisk’s highest priority in 2020 was to commercial organisation embraced an increasingly ensure the safety of our employees and the digital new reality. uninterrupted supply of our life-saving medicines for patients. We achieved this, while also The world has been through one of the most supporting society's response to the pandemic, difficult years in recent human history. Despite most notably in Denmark, where our headquarter the pandemic and the turbulent business presence meant we were able to assist the environment, Novo Nordisk took important steps government in the rapid scale-up of coronavirus towards delivering on our purpose of driving testing . At the same time, our scientists continued change to defeat diabetes and other serious to make significant progress in discovering chronic diseases – a goal we are confident will new therapies of the future, while our global translate into sustainable and profitable growth. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 4 This does not mean that the road ahead is going to be easy . The pandemic has exacted an immense economic, as well as human, cost on societies and it is inevitable that public finances will remain fragile for many years. Those fiscal constraints will put pressure on businesses that work closely with governments, including the pharmaceutical industry, and we will have to find new ways to ensure that our products are accessible to all those who need them. Beyond COVID-19, two consistent priorities were high on the Board’s agenda in 2020, namely scientific innovation and sustainability – both of which are vital to ensure the future of the company . It is therefore satisfying to see a healthy product pipeline, including the pioneering science that we consider to be the biggest contribution we can make to society . Our research is now more broadly focused as we look to deliver treatments within therapy areas adjacent to our core competencies. Specifically, this means looking beyond semaglutide, the GLP-1 molecule found in our new oral diabetes treat- ment Rybelsus® and the once-weekly injectable Ozempic®. We are exploring novel ways to treat a range of conditions beyond diabetes, including cardiovascular disease – the world’s leading cause of death1 – obesity and most recently also as a potential treatment for Alzheimer’s disease. In tandem with this push into new areas, we are also establishing more external alliances and partner- Employees from the Novo Nordisk research department volunteered to contribute to the fight against COVID-19 and, together with staff from the Danish health service, they helped to increase the testing capacity in Denmark . “Above all, 2020 underscored the need for strong corporate values and a shared sense of purpose. We are fortunate that both are well-established across our organisation, empowering our employees to keep delivering for both patients and investors, despite the unprecedented disruptions caused by COVID-19.” It is increasingly clear that society expects more Above all, 2020 underscored the need for strong cor- from businesses as the world grapples with porate values and a shared sense of purpose . We are climate change and environmental degradation, as fortunate that both are well-established across our well as the need for greater equity in healthcare. organisation, empowering our employees to keep Indeed, the pandemic has turbocharged many of delivering for both patients and investors, despite these issues, with an effective alliance emerging the unprecedented disruptions caused by COVID-19 . between young people and investors that is prompting companies to pay far more attention to On behalf of the Board of Directors I would like to sustainability . offer my thanks to all Novo Nordisk’s employees for their hard work and commitment during the At Novo Nordisk, we have been focused on exceptional challenges of 2020; to Lars Fruergaard sustainability for many years – but we are Jørgensen and his team for leading the company determined to continue to raise our game . through a turbulent year in such a thoughtful and In the past year we launched a new social positive manner; and to our shareholders for their responsibility strategy, Defeat Diabetes, and continued support . initiated programmes within renewable power and recycling as part of our Circular for Zero Helge Lund ships to complement our in-house expertise . 1 . WHO, The top 10 causes of death (2020) environmental strategy . Chair of the Board of Directors Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 5 Letter from the CEO The power of purpose The COVID-19 pandemic has taken a terrible toll around the world – but the pain has not been shared equally. People with underlying conditions have been hit disproportionately hard by the virus, a fact that makes Novo Nordisk’s purpose of driving change to defeat diabetes and other serious chronic diseases more meaningful than ever. Today, one in 11 people in the world has diabetes discovery of insulin, the first of these is 'Purpose and if action is not taken to bend the curve, that figure is projected to rise to one in nine by 20451 . and sustainability'. Over the past year we have stepped up our commitment to our purpose by The risk posed by COVID-19 to people living with launching a new Defeat Diabetes social responsi- diabetes and obesity is a clear wake-up call: we bility strategy . This sets out our ambition to accel- must continue to do more to tackle these diseases erate the prevention of type 2 diabetes, provide or risk vast future damage to millions of lives, as access to affordable care for vulnerable patients in well as to broader societies and economies. every country and innovate to improve lives . We measure our contribution to the fight against Beyond defeating serious chronic diseases, we diabetes and other serious chronic diseases in our also aspire to have zero environmental impact . Strategic Aspirations for 2025 . Appropriately, after In 2020, we took an important step by achieving a year as unparalleled as 2020, and as the world our target of using 100% renewable power across acknowledges the hundredth anniversary of the global production – a key milestone on the road 1 . IDF Diabetes Atlas, 9th edition, 2019 to our target of zero CO2 emissions from all operations and transport by 2030 . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 6 We now also ask that by the end of the decade, our direct suppliers use only renewable power when supplying us. It has been great to see some of our largest suppliers step up and meet this target already . Despite this encouraging progress, we can only fulfil our purpose and be respected for adding value to society if we deliver on our core contribution of scientific innovation. Thanks to a strategy of targeted investment, our scientists are currently pursuing higher levels of innovation across more therapy areas than at any point in the company’s history. Consequently, I believe we are now well-positioned for success in the short, medium and long term . Olivia Aka is living with type 1 diabetes and is enrolled in our Changing Diabetes® in Children programme, Ivory Coast Within diabetes, we are further raising the in- led to the significant acquisitions of Corvidia novation bar with the roll-out of the world’s first once-daily GLP-1 tablet, Rybelsus®, while at the Therapeutics and Emisphere Technologies, strengthening our positions in cutting-edge areas same time working on novel insulins, 100 years of cardiovascular medicine and drug delivery Our continued focus on external innovation after the discovery of the molecule . Our Research respectively . & Development (R&D) colleagues are also pursu- ing greater weight loss in obesity, and in 2020 they Commercially, 2020 was a challenging year as demonstrated the potential of semaglutide 2 .4 mg lockdowns reduced the time doctors spent with in the STEP phase 3 clinical trial programme . their patients, leading to fewer initiations of new treatments. Despite this, we expanded our Crucially, we also broadened our technology leadership position in the diabetes market in terms platforms and expanded our research into of value, keeping us on track to reach a share adjacent disease areas in 2020 including cardiovascular disease, non-alcoholic steatohepatitis (NASH) and Alzheimer’s disease of more than one third by 2025 . Diabetes sales were driven by sales of GLP-1 products (Victoza®, Ozempic® and Rybelsus®), which offset mixed – areas of huge unmet medical need and a great market conditions for insulins . We continued to burden for patients, families and society alike . help more people living with obesity, while making “Over the past year we have stepped up our commitment to our purpose by launching a new Defeat Diabetes social responsibility strategy. This sets out our ambition to accelerate the prevention of type 2 diabetes, provide access to affordable care for vulnerable patients in every country and innovate to improve lives." progress with our ambition to secure sustained growth within our Biopharm division thanks to strong demand for our growth hormone and new haemophilia products . I believe that our ability to meet the needs of our millions of patients during the pandemic in 2020 comes as a consequence of our crystal-clear purpose and long-established company values . We are far from done and have many more millions of patients for whom treatment is not accessible today. So now is the time to continue to invest in our people and in our organisation, creating an inclusive, diverse and safe working environment in which colleagues have equal opportunities to thrive and fulfil their potential. Looking to the future, I am confident that our clear corporate strategy will make us a valued partner to society as the world continues on the long road to recovery from the pandemic . In closing, I would like to thank my colleagues around the world for their agility and commitment during this most challenging of years . Special thanks must go to our partners and collaborators, without whom we could not succeed. A sincere thank you goes to our Board of Directors for their continued support and constructive challenging of the organ- isation. Finally, I would like to send a thank you to our shareholders for their continuous support . Lars Fruergaard Jørgensen President & Chief Executive Officer Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 7 Novo Nordisk at a glance Novo Nordisk is a global healthcare company, headquartered in Denmark . Our key contribu- tion is to discover and develop innovative bio- logical medicines and make them accessible to patients throughout the world. We aim to lead in all disease areas in which we are active. 126,946 DKK million in net sales 54,126 DKK million in operating profit 28,565 DKK million in free cash flow 45,323 employees worldwide 169 countries with marketed products 80 countries with affiliates 5 countries with R&D facilities Our corporate strategy Our corporate strategy has four distinct focus We aim to strengthen our leadership and areas in which we operate. It is built on our treatment options in Diabetes and Obesity care, purpose, the Novo Nordisk Way and our ambition secure leading positions within Biopharm and to be a sustainable business . establish a strong presence in other serious 463million people live with diabetes1 chronic diseases such as NASH, cardiovascular dis- ease and Alzheimer’s disease. Succeeding in this will drive sustainable growth for Novo Nordisk. Diabetes care Strengthen leadership by offering innovative medicines and driving patient outcomes o N v o N ordisk W a y Obesity care Strengthen treatment options through market development and by offering innovative medicines and driving patient outcomes Driving change to defeat diabetes and other serious chronic diseases Biopharm S u stainabl e b u s i n Secure a leading position by leveraging full portfolio and expanding into adjacent areas e ss Other serious chronic diseases Establish presence by building competitive pipeline and scientific leadership 650million people live with obesity2 450thousand people live with haemophilia3 1 . IDF Diabetes Atlas, 9th edition, 2019 2. WHO, Obesity and overweight, fact sheet, 2020 3 . World Federation of Hemophilia, Annual Survey, 2018 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 8 Our business model Our business is built around our purpose: Driving change to defeat diabetes and other serious chronic diseases. Our key contribution is to discover and develop innovative biological medicines and make them accessible to patients throughout the world. We strive to be a sustainable business, creating value to society and to our future business . We do business in a financially, environmentally and socially responsible manner and we do this the Novo Nordisk Way. By succeeding in this, we will create long-term value to patients, employees, partners, shareholders and society . Pioneering idea exploration and early research with a strong understanding of biology Engineering and developing leading biologics within chronic diseases Manufacturing biologics at large scale, specifically within yeast Delivering high-volume products such as insulin and GLP-1, via an efficient supply chain Executing commercially through a market-fit approach to ensure patient access Resources Resources going into our business model at different stages: – Insights from healthcare experts, patients and partners – Expertise from public and private institutions – Diverse talent – Raw materials – Financial resources Value Value created from our business: – 32.8 million people using our Diabetes care products – 43,500 patients participating in our clinical trials – 45,323 employees, of whom 5,446 were new hires in 2020 – 60,000 direct suppliers – 26,376 DKK million total tax contribution – 36,976 DKK million to shareholders as dividends and share repurchases Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 9 Performance highlights Strategic Aspirations 2025 To reflect the broad aspects of Novo Nordisk across therapy areas and geographies, Novo Nordisk introduced in 2019 a comprehensive approach describing the future growth aspirations of the company under the headline Strategic Aspirations 2025. The Strategic Aspirations are objectives that Novo Nordisk intends to work towards and are not a projection of Novo Nordisk's financial outlook or expected growth. Purpose and sustainability Innovation and therapeutic focus 2025 Strategic Aspirations 2020 highlights 2025 Strategic Aspirations 2020 highlights – Being respected for adding value to society – Progress towards zero environmental impact – Ensure distinct core capabilities and evolve culture Adding value to society: – Launch of new social responsibility strategy, Defeat Diabetes – Expansion of US affordability offerings – Societal contributions during COVID-19 – Lowered ceiling price of human insulin in 76 countries Environment: – 100% renewable power across all production sites – Launch of supplier target aiming at 100% renewable power by 2030 Ensure distinct capabilities and evolve culture – Progress on diversity and inclusion agenda as well as digitalisation capabilities – Further raise the innovation bar for diabetes treatment – Develop a leading portfolio of superior treatment solutions for obesity – Strengthen and progress the Biopharm pipeline – Establish presence in other serious chronic diseases focusing on cardiovascular disease (CVD), NASH and chronic kidney disease (CKD) Diabetes: – Semaglutide 2 .0 mg phase 3b trial successfully completed – Once-weekly insulin icodec phase 3 trial programme initiated – Rybelsus® approved in the EU, the UK and Japan Obesity: – Applications for semaglutide 2 .4 mg submitted to FDA and EMA – AM833 + semaglutide 2 .4 mg phase 1 trial successfully completed Biopharm: – Mim8 phase 1/2 trial initiated – Concizumab phase 3 trial reinitiated Other serious chronic disease: – Successful completion of phase 2 trials for ziltivekimab and semaglutide in NASH Commercial execution Financials 2025 Strategic Aspirations 2020 highlights 2025 Strategic Aspirations 2020 highlights Diabetes sales increased by 8% at CER1 – Value market share leadership expanded by 0 .7 percentage points to 29 .3% Obesity sales increased by 3% at CER to DKK 5 .6 billion Biopharm sales increased by 1% at CER – Strengthen diabetes leadership – aim at global value market share of more than 1/3 – Strengthen obesity leadership and double 2019 reported sales – Secure a sustained growth outlook for Biopharm Operating profit increased by 7% at CER to DKK 54 .1 billion Sales increased by 7% at CER, to DKK 126 .9 billion – 10% sales growth at CER in IO – 3% sales growth at CER in NAO3, with 48% of US sales transformed to products launched since 2015 Free cash flow of DKK 28 .6 billion and DKK 37 billion returned to shareholders – Deliver solid sales and operating profit growth: – Deliver 6–10% sales growth in IO2 – Transform 70% of sales in the US (from 2015 to 2022) – Drive operational efficiencies across the value chain to enable investments in future growth assets – Deliver free cash flow to enable attractive capital allocation to shareholders 1. CER: Constant Exchange Rate 2. IO: International Operations 3. NAO: North America Operations Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 10 Performance highlights Financial highlights Sales by geographic area EMEA North America Region China Rest of World 14% 11% 27% DKK million Financial performance Net sales Sales growth as reported Sales growth in constant exchange rates (CER)1 Operating profit Operating profit growth as reported Operating profit growth in constant exchange rates (CER)1 Depreciation, amortisation and impairment losses Net financials Profit before income taxes Effective tax rate2 Net profit Purchase of intangible assets2 Purchase of property, plant and equipment2 Free cash flow1 Total assets Equity Financial ratios Gross margin2 48% Sales and distribution costs in percentage of sales Research and development costs in percentage of sales Operating margin2 Net profit margin2 Cash to earnings1 Sales by therapeutic area Operating profit after tax to net operating assets1 Diabetes care Obesity care Biopharm 15% 4% Dividend payout ratio2 Share performance Basic earnings per share/ADR in DKK2 Diluted earnings per share/ADR in DKK2 Total number of shares (million), 31 December Dividend per share in DKK Total dividend (DKK million) Share repurchases (DKK million) Closing share price (DKK) 2016 2017 2018 2019 2020 2019–2020 111,780 111,696 111,831 122,021 126,946 Change 4% (0 .1%) 2 .3% 0 .1% 4 .6% 9 .1% 5 .6% 4 .0% 6 .7% 48,967 47,248 52,483 54,126 3% 1 .1% 4 .8% 3,182 (287) 48,680 21 .7% 38,130 1,022 7,626 (3 .5%) 11 .1% 2 .8% 3,925 5 .6% 5,661 367 (3,930) 47,615 48,553 18 .9% 19 .8% 38,628 38,951 2,774 9,636 2,299 8,932 3 .1% 6 .8% 5,753 (996) 53,130 20 .7% 42,138 16,256 5,825 39,991 32,588 32,536 34,451 28,565 97,539 102,355 110,769 125,612 144,922 45,269 49,815 51,839 57,593 63,325 83 .5% 26 .1% 11 .7% 43 .0% 31 .9% 88 .4% 98,0% 50 .5% 16 .41 16 .38 2,400 8 .35 83 .5% 25 .9% 12 .2% 42 .6% 33 .2% 67 .8% 82 .8% 50 .0% 18 .05 18 .01 2,350 9 .10 3 84 .2% 25 .4% 12 .5% 43 .8% 34 .1% 85 .5% 84 .2% 26 .3% 13 .2% 42 .2% 34 .5% 84 .2% 143,2% 116,7% 50 .4% 50 .6% 15 .96 15 .93 2,450 8 .15 15 .42 15 .39 2,500 7 .85 19,206 16,845 335 19,547 19,651 21,066 3 15,567 15,334 16,855 298 387 427 3 .6% 5 .5% 48,432 (2 .0%) 0,2% 3,193 (634) 47,798 20 .7% 37,925 1,199 7,068 84 .6% 25 .4% 13 .0% 43 .3% 33 .9% 105 .4% 150,2% 50 .2% 14 .99 14 .96 2,550 7 .60 19,048 15,057 255 9% 8% 607% (35%) (17%) 15% 10% 10% 10% (2%) 9% 7% 10% 10% 81% 1. See 'Non-IFRS financial measures' 2. See 'Financial definitions'. 3. Total dividend for the year including interim dividend of DKK 3.25 per share, corresponding to DKK 7,570 million, which was paid in August 2020. The remaining DKK 5.85 per share, corresponding to DKK 13,496 million, will be paid subject to approval at the Annual General Meeting. Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 11 Purpose and sustainability Adding value to society and to our future business Demands on companies are changing fast as the world is faced with extraordinary challenges. Threats like the COVID-19 pandemic and climate change mean that 'business as usual' is no longer an option. The stakes are high and we are determined to be a sustainable business by adding value to society and to our future business. Responding to COVID-19 During 2020, COVID-19 led to a cascade of critical needs around the world and we used our exper- tise, resources and global reach to contribute to the response. Our highest priority was to ensure the safety of our employees and the uninterrupted supply of life-saving medicines for our patients . In addition, we focused our resources on donations towards global relief efforts and activated our re- search and development organisation to perform COVID-19 testing following a request for support from the Danish government . Leading a sustainable business Our purpose is to drive change to defeat diabetes and other serious chronic diseases . To maximise our positive impact, we must offer solutions beyond providing medicines to help tackle the global societal challenges of growth in non-communicable diseases, lack of access to affordable care and the impacts of climate change. Socially responsible o N ordisk W a y v o N Driving change to defeat diabetes and other serious chronic diseases S u stainable b u s i n e ss Environmentally responsible Financially responsible The rapid outbreak of COVID-19 during 2020 put 2025 Strategic Aspirations the potential vulnerability of people living with We are committed to being a sustainable business . With that, we lead towards our Strategic Purpose and sustainability diseases, including diabetes and obesity, firmly in To us, this means that we add value to society and Aspirations within purpose and sustainability. the spotlight . At the same time, climate change to our future business . To achieve this ambition, remains an urgent challenge . These challenges call we do business in a financially, environmentally This is what ESG – Environmental, Social and – Being respected for for corporations to step up and take a leading role and socially responsible way, as reflected in our Governance – means to us . adding value to society in delivering and adopting solutions . Articles of Association and the Novo Nordisk Way . – Progress towards zero This approach is integrated into every aspect of Read more about ESG in the following sections environmental impact In 2020 we addressed these challenges by our decision-making, in strategies and actions, and in the consolidated ESG statement . – Ensure distinct core increasing access to our medicines across the always keeping in mind what is best in the long capabilities and evolve world, pursuing zero environmental impact, and term for the patients we serve, our shareholders, culture taking steps towards creating a more sustainable our employees, the communities in which we are and inclusive workplace. present and the global society we are part of. Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 12 Purpose and sustainability suppliers to encourage them to shift to sustainably Our environmental strategy, sourced materials, thus reducing our environmen- Circular for Zero and 2030 tal impact. In 2020 we set an ambitious target that ambitions Our environmental responsibility Each year, billions of Novo Nordisk tablets, vials and injection pens are distributed to patients and demand for them is growing. This puts us in the front line of some of the most challenging environmental issues including climate change, water and resource scarcity, pollution and plastic waste. Our ambition is bold and simple: to have zero environmental impact. all our direct suppliers should source 100% renew- able power by 2030 when supplying us. To achieve this, we will work with our suppliers to help them in this transition to renewable power. Successful conversion among our 60,000 suppliers would result in around 300,000 tonnes of CO2 being elim- inated from our direct suppliers each year . Circular company We work to reduce our environmental impact across all areas of our operations and transportation . In 2020, total CO2 emissions across our operations and transportation were 170,000 tonnes of CO2, representing a 44% decrease from 2019, due primarily to the implementation of renewable energy projects and impacts on travel To get there, we are adopting a circular mindset, from COVID-19 . designing products that can be re-used or recycled, reshaping our business practice to minimise consumption and eliminate waste, and working with suppliers who share our ambition. We call our environmental strategy Circular for Zero and we measure our progress based on use CO2 emissions from operations includes all production facilities, global office buildings and laboratories . In 2020, CO2 emissions from production were 37,000 tonnes CO2, a reduction of 57% versus 2019, primarily due to the of resources, emissions and waste. The Circular implementation of various renewable energy for Zero strategy incorporates our entire value initiatives . These projects include implementation chain and is based on three pillars: circular supply, of renewable heat and steam in Kalundborg, circular company and circular products . wind power in France, Algeria and Russia, and Circular supply As part of our ambition to switch to circular solar power in the US. CO2 emissions from office buildings and laboratories were 8,000 tonnes CO2, a decrease of 38% versus 2019, due primarily to sourcing and procurement, we collaborate with energy-saving projects and COVID-19 shut-downs. Circular supply: Proactive collaboration with suppliers to embed circular thinking for reduced environmental impact across the value chain and move towards circular sourcing and procurement Circular company: Eliminate environmental footprint from operations and drive a circular transition across the company aiming for zero environmental impact Horns Rev 3 wind farm, North Sea, is one of the locations from which we receive renewable power Due to COVID-19, CO2 emissions from business flights were reduced to 19,000 tonnes CO2, a reduction of 71% compared with 2019. During 2021, we will focus on ensuring that emissions from business travel are minimised through the promotion of virtual collaboration with both colleagues and stakeholders . CO2 emissions from our company cars in 2020 were 45,000 tonnes CO2, 27% lower than in 2019, primarily due to fewer in-person meetings and less travel as a result of COVID-19 . Novo Nordisk is a member of EV100 and has committed to transitioning to 100% electric company cars by 2030 . In 2020, CO2 emissions from product distribution were 61,000 tonnes CO2, a decrease of 24% compared with 2019, due to optimisation projects to move products shipped from air to sea freight . Circular products: Upgrade existing and design new products based on circular principles and solve the end-of-life product waste challenge to close the resource loop At the beginning of the year, we achieved our ambi- tion of sourcing 100% renewable power in our glob- al production when a new solar facility went online Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 13 powering our entire US operations. In the process, Circular products we became the first pharmaceutical company in the We are working to ensure existing and new renewable power initiative, RE100, to do this. products are fit for circularity and have developed It is our ambition to have zero environmental impact . In order to achieve this ambition we set out a 2030 supplier target, with the desire that Environmental performance 1701,000 tonnes CO2 emissions from operations and transport -44% from 2019 a circular design guideline within R&D to reduce In 2020, the energy consumption for our opera- the environmental footprint of our devices . tions was 3,191,000 GJ, an increase of 7% com- pared with 2019, primarily due to a new produc- As part of Circular for Zero, we are seeking to tion site in North Carolina . Energy-saving projects address the end-of-life challenges associated implemented in 2020 within production sites are with many of our medical devices. In late 2020, expected to result in annual savings of 94,000 GJ . we initiated a pilot take-back scheme for medical 100%share of renewable power for production sites +24 percentage points from 2019 <1%of waste from production sites sent to landfill 0% change from 2019 devices in Denmark with the aim of scaling globally Water consumption at production sites was in the future . Through recycling our production 3,368,000 cubic meters, an increase of 7% compared waste, we have been able to successfully with 2019 due to the new production site in North recycle insulin pens, providing materials for the Carolina . Four production sites including China and manufacture of lamps and office furniture. We Brazil are in areas subject to water stress or high are pursuing greater re-use and recycling of our seasonal variations . These sites accounted for 11% devices and aspire to achieve this in coming years . of the total water consumption in 2020, and water consumption at these sites decreased by 15% in 2020, despite adding new production sites. We will “The Danish Association of Pharmacies is continue to focus on reducing water consumption very excited to be part of this important across these sites . We are committed to reducing waste and have a target of sending zero production waste to landfill by 2030 . In 2020, production sites had a total of 141,000 tonnes of waste, an increase of 14% compared with 2019. This increase was due to increased production in Kalundborg . 93% of waste arising from our production was take-back project aiming to reduce the environmental impact from used insulin pens, which consist of valuable materials suitable for recycling. By recycling we avoid the negative climate impact from burning the material as normal waste.” – Birthe Søndergaard, Danish Association of Pharmacies recycled, converted to biogas or incinerated in Read more about our environmental performance waste-to-energy plants. During 2020 less than 1% in the consolidated ESG statement in this report (1,000 tonnes) of our waste was sent to landfill. and on novonordisk .com . by 2030 60,000 direct suppliers use renewable power when supplying us. 300,000 tonnes of CO2 would be eliminated from our direct suppliers each year . Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 14 Purpose and sustainability We are driving change to accessible to patients throughout the world. – Human insulin: For about 25 USD per vial at Our social responsibility At Novo Nordisk, it is our ambition to be respected for adding value to society. We aim to achieve this by adding value to the communities we are part of, delivering innovative solutions to patients, and by offering an inclusive, diverse, safe and ethical workplace. Today, one in every 11 people in the world is living with diabetes, a figure that is projected to rise to one in nine by 2045 if action is not taken1 . Diabetes places a great burden on health systems, and we are committed to working with health authorities and other partners to prevent and treat the disease. In 2020 we launched a long-term social responsibility strategy, Defeat Diabetes, to help society rise to one of its biggest challenges . We recognise that we cannot defeat diabetes alone, Defeat Diabetes by… In 2020, we reached an estimated total of 32.8 national pharmacies, including Walmart and CVS million patients with our Diabetes care products, – Immediate Supply Program: A free, one-time, …accelerating prevention to bend the curve… up 9% from 2019 . immediate supply of Novo Nordisk insulin (up to 3 vials or 2 packs of pens) to eligible patients at Read more in the section on innovation and risk of rationing therapeutic focus . – Co-pay Savings Cards: To help defray high out-of-pocket costs for commercially insured Access and affordability patients . We recognise that affordability of medicines can be a challenge and we know that some people During 2020, we reached more than one million in the US living with diabetes are increasingly people through affordability offerings in the US. finding it hard to pay for their healthcare, including our diabetes medicines . Ensuring access and We also recognise that there are vulnerable affordability is a responsibility we share with all patients in every country and to identify these involved in healthcare. During 2020, we continued groups we will initiate vulnerability assessments our efforts to help patients in the US struggling to where we operate, excluding the US where we afford their Novo Nordisk insulins through a range have already expanded our affordability offerings. …providing access to affordable care for vulnerable patients in every country… of options, including: – Follow-on brands: Unbranded biologic versions of fast-acting (Novolog®) and premix insulin (Novolog® Mix) at a 50% list price discount We do this to identify how we can improve access to affordable care and capacity building. Based on 21 country assessments made in 2020, we have developed affordability plans in 19 countries. versus branded versions Vulnerable patient groups include people impact- – My$99Insulin: 30-day supply of a combination of ed by humanitarian crises, people living in remote Novo Nordisk insulin products (up to three vials areas or in poorer parts of the world with ineffi- or two packs of pens) for 99 USD for eligible cient healthcare systems and vulnerable popula- patients tion groups, such as children and the elderly . – Patient Assistance Program: Free diabetes …innovating to improve lives . but we can accelerate our actions to find solutions. medication to people in need who meet certain In 2020, we strengthened our Access to Insulin Innovation eligibility criteria, including annual household Commitment by lowering the ceiling price (the income at or below 400% of government- maximum price within the commitment) from USD Our key contribution is to discover and develop defined poverty level. Programme expanded 4 to USD 3 per human insulin vial in 76 countries . innovative biological medicines and make them 1 . IDF Diabetes Atlas, 9th edition, 2019 during COVID-19 This covers Least Developed Countries as defined Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 15 by the UN, other low-income countries as defined In total, 469 healthcare professionals have been by the World Bank, and middle-income countries in trained, 222 clinics established and 28,296 children which large low-income populations lack sufficient across 14 countries have received care as part of health coverage, as well as selected humanitarian the programme since 2009 . organisations . Prevention An estimated 3.2 million people were treated In addition to the impact on patient lives, diabetes with insulin under this commitment in 2020. In also constitutes one of the biggest societal chal- We expanded our Changing Diabetes in Children programme with the ambition to reach 100,000 children by 2030 . Research (AMR) Action Fund, the largest collective fund ever established to support vital research into antimicrobial resistance research and development1 – 138 DKK million to the World Diabetes Foundation (WDF), including a special one-off contribution of 50 DKK million in 2020 – 20 DKK million to the Novo Nordisk Haemophilia 2020, the average price of insulin sold under this lenges. To help society rise to this challenge, we Foundation commitment was 2.9 USD per vial, corresponding focus our efforts within diabetes and obesity pre- to 11 .6 cents per patient per day . Beyond this vention where our expertise has the biggest impact. Helping society respond to COVID-19 commitment, we sold human insulin at or below Our aim is to find, pilot and scale effective interven- Since the outbreak of COVID-19, additional efforts the ceiling price in other countries, reaching an tions to prevent diabetes and obesity, starting with have been focused on helping society . estimated another 3 .1 million people during early interventions and health inequalities in cities . 2020 . Our Access to Insulin Commitment is only one element and it cannot stand alone . Supply Within early interventions, our collaboration with chain improvements and capacity building are UNICEF to prevent childhood overweight and also important in our efforts to provide access to obesity in Mexico and Colombia is progressing affordable care to vulnerable patients. despite COVID-19, and global advocacy on childhood malnutrition continues . Read more about our Access to Insulin Commitment on novonordisk .com . Within health inequality in cities, we have a public- private partnership, Cities Changing Diabetes, To further improve capacity building we extended which aims to address diabetes prevention and our Partnering for Change partnership with treatment amongst vulnerable populations in the International Committee of the Red Cross urban settings . In 2020, Cities Changing Diabetes 28,296 children reached in 14 countries . In Denmark, where we are headquartered, we supported the Danish healthcare system in increasing national testing capacity and developed a COVID-19 antibody test which is being used by the University of Copenhagen to study the virus . We offered free insulin for six months to the hu- manitarian organisations that we normally supply, including UNRWA and the Red Cross Organisa- tions, to support relief efforts in humanitarian settings in low- and middle-income countries. (ICRC) and the Danish Red Cross (DRC), aimed reached 36 cities, up from 25 in 2019, spanning Employees at improving care for people living with chronic five continents and more than a hundred local diseases in humanitarian crises and we launched partners across the public and private sectors . an ambition that no child should die from type 222clinics established . We aim to be an attractive employer that offers an inclusive, diverse, safe and ethical working environment in which all employees have equal 1 diabetes. To achieve this, we expanded our Donations and other contributions opportunities to realise their potential . Changing Diabetes in Children programme with During 2020 we increased our donations, partly to the aim of reaching 100,000 children by 2030 . respond to COVID-19. Selected donations include: In 2020, we enrolled 2,601 additional children. – 165 DKK million to the Antimicrobial Resistance 1 . Categorised as an equity investment and therefore not expensed in the income statement At the end of 2020, the total number of people employed in Novo Nordisk was 45,323, Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 16 corresponding to 44,723 full-time positions, which is a 5% increase compared with 2019. The growth was mainly driven by International Operations. Diversity and inclusion To deliver on our Strategic Aspirations it is crucial to have an inclusive and diverse organisation at all levels, including our Board of Directors . We fundamentally believe that diversity of people and inclusive leadership drive value for Novo Nordisk . One element of our diversity and inclusion aspiration is to achieve a balanced gender representation at all managerial levels . While several initiatives have been launched to accelerate diversity and inclusion and drive gender balance, there has only been gradual change and we still have room for improvement. The gender distribution amongst managers in 2020 was 59% men and 41% women, compared with 40% women in 2019 . In Senior Management1 76% were men and 24% were women in 2020, compared with 18% women in 2019. In our Board of Directors 62% were men and 38% women. To accelerate diversity and inclusion and ensure accountability for driving progress, all levels throughout the organisation have implemented local action plans during 2020 . In addition, in 2020 diversity and inclusion has been anchored in both short- and long-term incentive programmes . The strong stance on diversity and inclusion will continue in 2021 with a focus on realising continuous progress from the local action plans . Social performance 32.8 million patients reached with Diabetes care products +9% from 2019 158million in donations to World Diabetes Foundation and Novo Nordisk Haemophilia Foundation +50% from 2019 45,323 employees worldwide +5% from 2019 Human rights and labour availability and affordability aspects of the right to We are committed to fulfilling our responsibility health, see progress above . to respect human rights, including labour rights across all our activities and business relationships To mitigate risks of exploitation of human as a minimum standard of business conduct . biosamples used in pre-clinical research and Read more about our Human Rights Commitment and informed consent, we implemented a on novonordisk .com . strengthened risk-based due diligence process . ensure respect for donors’ rights to free Since 2014, we have been a part of the living wage For local manufacturing projects, we implemented programme with an external global non-profit enhanced human rights due diligence business network and consultancy. The objective is requirements for all new high-risk business to ensure that all our employees are paid a living partners. For supply chains, we strengthened wage, i.e. adequate to purchase basic goods and the human rights focus of our supplier audits, services necessary to achieve a basic standard of by updating the auditor toolbox and conducting living, based on calculations of living wages in the training with an external expert organisation. countries we operate in. In 2020 we analysed data for 74 countries compared with 12 countries in Read more about our due diligence on modern 2019, and as a result of this analysis an action plan slavery risks on novonordisk .com . has been implemented . Health and safety and accident reporting Read more about our Global Labour Code of Safety behaviour is part of our company values . In Conduct for labour rights on novonordisk .com . 2020, the average frequency rate of occupational accidents involving absence was 1.3 per million Progress was made in regard to management of working hours, compared with 2.2 in 2019. In salient human rights issues beyond those already 2020, as in 2019, we had one work-related fatality. addressed by existing global standards and We work with a zero-injury mindset and remain programmes . In 2020, manager and employee committed to continuously improving safety human rights training strengthened awareness of performance . these issues, while the training scope covered all human rights and all company operations . In 2020, Read more about our social performance in the for patient safety and the right to health, we strove consolidated ESG statement in this report and on 1. Defined as Executive Vice Presidents and Senior Vice Presidents to increase the share of affiliates providing safety novonordisk .com reporting on local websites to more than 96%. For Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 17 Purpose and sustainability The Novo Nordisk Way states that we treat Annual training in business ethics is mandatory everyone with respect, meaning there is no Novo Nordisk Essentials, for all employees, including all new hires. In 2020, acceptance of discrimination nor harassment . part of the Novo Nordisk 99% of employees completed and documented We have processes in place to encourage the Way their training, with the remaining 1% missing Governing sustainable business In Novo Nordisk, sustainability considerations are integrated into our business, decision-making and governance structures. We strive to conduct our business in a responsible manner, in accordance with the Novo Nordisk Way – a set of guiding principles which underpins every decision we make. reporting of any discrimination, harassment or retaliation, including an anonymous reporting hotline . We encourage all managers and employees to have an open dialogue on the matter . Company trust The level of trust in Novo Nordisk among key stakeholders – people with diabetes, general practitioners and diabetes specialists – is an indicator of the extent to which we are living up to stakeholders’ expectations. Our trust score, measured on a scale of 0-100, increased to 80 .6 in 2020 from 78 .2 in 2019 . The increase was the most significant improvement in a trust score in the pharmaceutical industry in Novo Nordisk Way 2020 . The Novo Nordisk Way is a set of guiding principles which underpins every decision we make. We Business ethics use a unique, systematic approach known as Our approach to business ethics is about acting facilitation to ensure that everyone lives up to with integrity and in compliance with the Novo the Novo Nordisk Way . In 2020, 26 facilitations Nordisk Way, our Business Ethics Code of were conducted, down from 32 in 2019 due Conduct and international and local standards to COVID-19 travel restrictions . Any issues are for responsible business conduct . Business addressed locally, and consolidated insights are ethics covers anti-bribery and anti-corruption, shared with Executive Management and the Board data protection and human rights with the aim of Directors . The Novo Nordisk Way also underpins of minimising any potential risks to our business, our performance management and incentive people and society . programmes . 1 2 3 4 5 6 7 8 We create value by having a patient centred business approach . We set ambitious goals and strive for excellence . We are accountable for our financial, environmental and social performance . We provide innovation to the benefit of our stakeholders. We build and maintain good relations with our key stakeholders . We treat everyone with respect . We focus on personal performance and development . We have a healthy and engaging working environment . 9 We strive for agility and simplicity in everything we do. 10 We never compromise on quality and business ethics . mainly due to employees being on leave . In 2020, 32 business ethics reviews were completed with 107 findings, compared with 34 reviews with 87 findings in 2019. Consolidated findings are reported to our Executive Management and the Audit Committee . During COVID-19, all audits outside Denmark were conducted virtually. Despite the changed approach for 2020, Group Internal Audit assesses that the level of business ethics compliance is sound . Management action plans and closure of findings progressed as planned, and there were no overdue management actions or findings at the end of the year . In 2020, we started developing data ethics principles and will implement these principles to ensure responsible and sustainable use of data . Furthermore, data protection and human rights risks were integrated into the global business ethics risk reporting process in 2020 . Product quality and supplier audits In 2020, as in 2019, there were no failed inspec- tions among those resolved at year-end . During the year, 77 inspections were conducted, com- pared with 66 in 2019. At year-end, 59 inspections were passed and 18 were unresolved, as final inspection reports had not been received or the Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 18 final authority acceptance was pending. Follow-up that sustainability is implemented in business on unresolved inspections continues in 2021 . decisions. In line with that, two consistent priorities were high on the Board’s agenda in 2020, namely In 2020, a total of 177 supplier audits were scientific innovation and sustainability – both of conducted to assess compliance levels with our which are vital to the future of the company. supplier standards. One critical finding was issued related to quality audits regarding handling of Read more about our corporate governance in controlled waste. A follow-up audit has since been the corporate governance section of this report . conducted, where the finding was found to have been closed satisfactorily . Remuneration In 2020, we had no product recalls from the designed to promote performance in line with the market, compared with four in 2019. company’s strategy, purpose and ambition to be a The variable remuneration of executives is sustainable business . Corporate governance As a foundation-owned company, being a Read more about the remuneration of our sustainable business is integrated into our executives in the corporate governance section ownership structure. Our foundation ownership of this report . supports the overarching imperative to be both commercially successful and responsive to the Sustainable tax approach the principals and are allocated an activity-based profit according to a benchmarked profit mar- gin . The tax outcome of this operational model is reflected in the overview below, which shows our corporate income taxes by region . To ensure alignment between taxing authorities about the allocation of profit between our entities, we have Advance Pricing Agreements in place for geogra- phies representing more than 65% of our revenue worldwide. Our sustainable tax approach has been approved by the Board of Directors . Read more about our sustainable tax approach on novonordisk .com . Roshni has type 1 diabetes and lives in India In addition to corporate income taxes, we also pay other taxes . Please refer to 'total tax contribution' in the ESG statement . wider needs of society. The fact that we have Our overall guiding principle within tax is to have a Corporate income taxes by region – three year average a combination of foundation ownerships and sustainable tax approach (tax policy), emphasising Share of category stock listing enables us to embark on long- our commercial approach to managing the impact term strategies while maintaining short-term of taxes while remaining true to our values of transparency on performance . operating our business in a responsible and transparent manner. This means that we pay Region International Operations – Denmark The objective of the Novo Nordisk Foundation is tax where value is generated and are always – EMEA (excluding Denmark) to provide a stable basis for the commercial and respecting international and domestic tax rules . – China research activities of Novo Nordisk and support broader scientific, humanitarian and social As a global business, we conduct cross-border purposes . trading, which is subject to transfer pricing reg- ulations . We apply a 'Principal structure' in line – Rest of World North America Operations – Of which the US Total Intellectual property rights1 Production2 Sales3 Corporate income taxes (DKK billion) 8.4 7 .2 0 .9 0 .2 0 .1 1.5 1 .4 9.9 In addition to managing our business, our with OECD principles, meaning all legal entities governing bodies set direction and ensure perform their functions on contract on behalf of 1. Intellectual property rights based on sales from where intellectual property rights are located 2 . Production based on production employees in the region 3 . Sales based on the location of the customer Introducing Novo Nordisk / Strategic Aspirations — Purpose and sustainability / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 19 Financial and ESG assurance Our financial reporting and the internal controls of financial reporting processes are audited by an independent audit firm elected at the Annual General Meeting . As part of our ESG responsibility, we voluntarily include an Assurance Report from an independent external auditor for ESG report- ing in the annual report . The assurance provider reviews whether the ESG performance information covers aspects that are deemed to be material and verifies the internal control processes for the information reported . Our internal audit function provides independent and objective assurance, primarily within internal control of financial processes, IT security and business ethics. To ensure that the internal financial audit function operates independently of Executive Management, its charter, audit plan and budget are approved by the Audit Committee . The Audit Committee must ap- prove the appointment, remuneration and dismissal of the head of the internal audit function . Read more about our corporate governance in the corporate governance section of this report . Materiality We have a robust materiality process in place where material issues are determined and reassessed on an annual basis by management . The three most material risk factors that can impact our ability to create value over time are defined by management as: – Product quality and patient safety Governance performance approval commitments and recommendations, – Pricing and market access environment including those outlined below: – Progress in the R&D pipeline and regulatory We adhere to international standards, 26facilitations of the Novo Nordisk Way conducted 6 fewer than in 2019 80.6 company trust level +3% from 2019 32business ethics reviews conducted 2 fewer than in 2019 177supplier audits 59 fewer than in 2019 Read more in the risk management section of – Access to Medicines Index this report . – CDP – Sustainability Accounting Standards Board Sustainability standards and performance – Task Force on Climate-Related Financial We strive to report on our ESG performance in Disclosures accordance with relevant disclosure standards. – UK Bribery Act One of these is the Taskforce on Climate-related – UK Modern Slavery Act Financial Disclosures (TCFD). Here we take a – UN Global Compact Ten Principles stepwise approach to incorporate material climate- – UN Guiding Principles on Business related disclosures into our annual report . A and Human Rights summary of how we address the risks related to – UN Political Declaration on Universal climate change can be found at our website and Health Coverage in our CDP disclosure report . As recommended – UN Sustainable Development Goals by TCFD, we are integrating climate change – US Foreign Corrupt Practices Act scenarios of 2⁰C, consistent with meeting the Paris Agreement Goal (Representative Concentration For more information, see Pathway ‘RCP 2.6’) and 4⁰C as an alternative high novonordisk .com . emission (RCP 8 .5) RCP to identify short-, medium- and long-term risks within our production and supply chain to ensure a steady supply of medicine to patients . For the United Nations Sustainable Development Goals (SDGs), we focus our efforts on Goal 3, We strive to adhere to the disclosures of the Social 'health' and Goal 12, 'responsible consumption Accountability Standards Board (SASB) which and production', as this is where we believe we can apply to our industry . We do this to demonstrate maximise our positive impact on the SDGs . our commitment to being transparent and accountable for how we operate. We are fully or Read more about our sustainability governance in partially aligned to 20 of 25 metrics. In 2021 we the consolidated ESG statement in this report and will further assess our adherence and disclosure. on novonordisk .com . Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 20 Innovation and therapeutic focus Prioritising a pipeline of hope for serious chronic diseases 2025 Strategic Aspirations Innovation and therapeutic focus – Further raise the innovation bar for diabetes treatment – Develop a leading portfolio of superior treatment For almost a century, Novo Nordisk has pioneered scientific breakthroughs within serious chronic diseases. To ensure that we continue to deliver value to society, we are pursuing even higher levels of innovation, across more therapy areas and technology platforms and with more patients and partners than at any point in our history. innovative approaches to fighting obesity and other serious chronic diseases, as well as expanding our therapy area focus . These approaches will rely not only on our cutting-edge protein and peptide engineering, but on novel technology platforms including oral delivery of biologics, stem cells, RNA interference (RNAi) and gene editing to further advance our innovative pipeline for long-term success . Shifting gears for future growth Our Research & Development (R&D) strategy is driven by targeted investment in novel products and technology platforms, resulting in higher levels of innovation across more therapy areas and with more external partners than at any point in our near 100-year history . In an increasingly August and Marie Krogh brought insulin, a breakthrough innovation discovered 100 years ago, to Denmark, where Nordisk Insulinlaboratorium subsequently commercialised the production of insulin . competitive biopharmaceutical industry, this In 2020 we had more than 43,500 patients partici- gear-shift is imperative to ensure that we retain pating in our clinical phase one to four trials – more a leading scientific position in the disruptive than at any point in our history . And, despite the innovations that are set to transform medicine in the 21st century . disruption caused to society and healthcare sys- tems by COVID-19, we safely maintained continuity of key clinical trials through remote monitoring of Over the past decade, on average we have patients and by distributing trial products directly solutions for obesity Discovering ways to treat serious chronic diseases developed one novel product each year and our to them rather than via study sites where possible. – Strengthen and progress has never been more important . The COVID-19 business has grown strongly. To secure future the Biopharm pipeline pandemic has highlighted the vulnerability of growth platforms, we expect to increase our R&D Significant regulatory milestones in the past year – Establish presence in hundreds of millions of people with diabetes, investments in near- and mid-term opportunities . other serious chronic obesity and other serious chronic diseases, By building on our core capabilities including included European and Japanese approvals for Rybelsus® – the first commercially available GLP-1 diseases focusing on underlining the urgency of addressing their unmet our clinical trial expertise, large scale protein based medicine in a tablet – strengthening our cardiovascular disease, medical needs . manufacturing base and commercial excellence, leadership position in diabetes . The once-daily NASH and chronic kidney we strive to enable more products to be launched treatment represents a major technological disease We are rising to the challenge by building on a in future years . advance for people living with type 2 diabetes and successful track record in diabetes to pursue is now available in nine markets. Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 21 Raising the bar in diabetes research Shaping the future of obesity treatment With the number of people living with diabetes We are also playing a leading role in discover- projected to increase from 463 million today to 700 million in 20451, there remains an urgent ing new treatments for obesity, which is still not universally recognised as a serious chronic and need to find innovative and more convenient progressive disease . This is despite the fact that the classical siloed approach to treating disease symptoms one by one is breaking down and that a molecule like semaglutide can potentially target a number of different therapeutic areas. treatments . This includes novel forms of insulin, a people with obesity face a range of other health Other serious chronic diseases molecule discovered 100 years ago in 1921 . One risks, from cancer, type 2 diabetes and heart such candidate is insulin icodec, which during disease to severe illness or complications from 2020 was seen to be effective and well-tolerated COVID-19. Among significant progress made in the in phase 2 trials. This once-weekly insulin might past year was the phase 3 clinical trial programme one day offer patients far fewer injections than STEP (Semaglutide Treatment Effect in People with the current option of once- or twice-daily basal obesity), in which our GLP-1 once weekly injectable insulins . semaglutide 2.4 mg demonstrated average weight loss of 17%-18% over 68 weeks in subjects with Within GLP-1s we are building on our legacy by obesity without diabetes, when using a trial prod- developing mono- and combination therapies that uct estimand (15%-17% weight loss reported when deliver higher efficacy and improved outcomes by using a treatment policy estimand) . By leveraging demonstrating benefits on diabetes comorbidities. GLP-1 semaglutide treatment we hope to maxim- ise the ability of people with obesity to achieve and However, our efforts within diabetes research do maintain substantial weight loss. Our aspiration is not stop there. In late 2020, we initiated a phase 1 to close the gap between current pharmacological trial to establish the safety of a glucose-sensitive treatment options and bariatric surgery by using insulin candidate . We hope that such a treatment combination therapies based on our peptide might one day mimic the body’s own, naturally oc- innovation . curring insulin by sensing and responding to blood sugar levels in the body . Furthermore, together with Massachusetts Institute of Technology, we are Semaglutide – also the active ingredient in Ry- belsus® and Ozempic® – exemplifies an important continuing to progress the development of sys- trend in medicine in the form of a more holistic tems enabling the oral delivery of macromolecules, approach to cardiometabolic diseases . The close including the tortoise shell-inspired, self-orienting association between type 2 diabetes, obesity, oral device 'SOMA', with the ultimate ambition of cardiovascular disease, chronic kidney disease and As a result, semaglutide is becoming a pipeline of opportunities within a single molecule. In addition to the results seen with semaglutide in diabetes and obesity, a recent phase 2 trial involving patients with NASH showed that treatment with semaglutide resulted in a significantly higher percentage of patients achieving NASH resolution compared to placebo and could potentially play a key role in preventing disease progression . Furthermore, early-stage research supports investigating semaglutide as treatment for early Alzheimer's disease . A pivotal phase 3 programme with oral semaglutide will be initiated in the first half of 2021. But, while such a molecule is every scientist's dream, our long-term innovation for the benefit of patients must go beyond semaglutide. It is with this ambition that we are branching into areas of medicine that build upon our core capabilities . In cardiovascular therapy, this includes several approaches, including an anti- IL6 monoclonal antibody and a PCSK9 peptide- based inhibitor, the latter of which would provide an alternative to existing forms of powerful cholesterol-lowering therapy. This molecule has one day delivering insulin in a tablet . non-alcoholic steatohepatitis (NASH) means that just completed phase 1 studies . 1 . IDF Diabetes Atlas, 9th edition, 2019 Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 22 Harnessing external innovation for rare blood and rare endocrine disorders, The acquisition in 2020 of US-based biotech where unmet need remains high. Our pipeline company Corvidia Therapeutics further includes Mim8 – a next generation treatment for strengthens our pipeline by introducing the haemophilia A, concizumab for the treatment of anti-IL-6 monoclonal antibody, ziltivekimab, haemophilia A or B and once-weekly somapacitan which has shown encouraging results in phase for growth-related disorders. However, we are 2 on inflammatory biomarkers in patients with also collaborating with bluebird bio, which is atherosclerotic cardiovascular disease and chronic pioneering the development of next-generation kidney disease . in vivo genome editing treatments for genetic Strategic investments of this nature reflect our ambition to establish a leading presence Looking to the future diseases, including haemophilia . in new adjacent therapy areas – just as we Our investment in stem cell-based, regenerative do within diabetes, obesity, haemophilia and therapies lays the foundation for additional growth disorders. During 2020, we also acquired expansion into new areas such as Parkinson’s Emisphere Technologies, and with it proprietary disease, dry age-related macular degeneration technologies that enable the oral formulation of therapeutics – including the Eligen® SNAC technology found in Rybelsus® . and chronic heart failure . Not to mention stem cell-based therapies potentially offering a path to curing type 1 diabetes – an aspiration at the heart of our purpose to defeat diabetes and other By continuing to work with a growing number serious chronic diseases . of external partners and investing in novel technology platforms – including stem cell One thing common to our entire innovation research, RNA-interfering (RNAi) therapeutics and strategy is a drive to maximise the potential of gene editing – we aim to deliver innovation across data and digital technology – spaces that we a broader range of serious chronic diseases than invested in throughout 2020 via recruitment and ever before . These technologies are revolutionising external collaboration . It is increasingly clear what is possible in medicine and they will power that excellence in digital science, just as much the disruptive innovations of the future . as expertise in biology, will be vital for success in biopharmaceutical R&D in the 21st century, as Progressing the Biopharm pipeline advances in analytics and real-world evidence External innovation is also playing an important move data-driven discovery to centre-stage in the role in the evolution of our Biopharm business, a hunt for new medicines. speciality care unit that encompasses treatments Shirley Stewart has type 2 diabetes and lives in the US Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 23 Innovation and therapeutic focus Research and development Diabetes Regulatory events – The oral glucagon-like peptide 1 (GLP-1) analogue in a tablet, Rybelsus®, was granted market authorisation in the EU and Japan for treatment of adults with type 2 diabetes (T2D) . – In China, a label expansion for Victoza® was approved to include a cardiovascular (CV) indication based on LEADER. Furthermore, new drug applications (NDAs) were submitted to China’s National Medicinal Products Administration for semaglutide and the insulin degludec/liraglutide combination . Clinical progress – The phase 3b trial, SUSTAIN FORTE, completed successfully, demonstrating superior reduction in HbA1c for 2.0 mg semaglutide compared with 1.0 mg semaglutide when administered once-weekly subcutaneously (sc) in people with T2D in need of treatment intensification1 . – A phase 3b trial was initiated, investigating the effects of sc semaglutide in people with T2D and peripheral artery disease . Obesity Biopharm Other serious chronic diseases Regulatory events Regulatory events Clinical progress – An NDA for once-weekly sc semaglutide 2.4 mg for – The once-weekly growth hormone derivative, weight management in adults with obesity was filed with the FDA utilising a priority review voucher. A marketing authorisation application for semaglutide 2.4 mg in obesity was submitted to the European Medicines Agency . – The submissions are based on the results from the STEP phase 3a clinical trial programme, which included more than 4,500 adults with obesity or overweight. Across the STEP programme, people with obesity treated with once-weekly semaglutide 2.4 mg achieved a statistically significant and greater re- duction in body weight compared to placebo. Across the trials in people without diabetes, STEP 1, 3 and 4, a weight loss of 17%-18% was reported for people treated with semaglutide 2.4 mg, when using a trial product estimand (15%-17% weight loss reported when using a treatment policy estimand). – Saxenda® was granted a label expansion to include the use in adolescents (aged 12 to <18 years) with obesity or overweight in the US. somapacitan, was approved under the brand name Sogroya® for treatment of adult growth hormone deficiency (AGHD) in the US and Japan. Positive Committee for Medicinal Products for Human Use (CHMP) opinion for Sogroya® for AGHD was granted in Europe . Clinical progress – The phase 2 proof-of-concept study (Explorer 4) with concizumab in haemophilia patients with inhibitors completed successfully . The halted phase 3 programme (Explorer 6, 7 and 8) was reinitiated, investigating sc concizumab prophylaxis treatment in haemophilia A and B patients regardless of inhibitor status . – The combined phase 1/2 trial was initiated for Mim8, a next-generation factor VIII mimetic bispecific antibody for sc prophylaxis in haemophilia A patients regardless of inhibitor status . After successful single-dose administration (phase 1), Mim8 entered multiple-dose administration (phase 2) . – A phase 1 trial for EPI-01 in sickle cell disease – The phase 2 trial investigating daily, sc semaglutide in non-alcoholic steatohepatitis (NASH) was completed successfully and semaglutide was granted break- through therapy designation in the US . Phase 3a initia- tion of semaglutide in NASH will be initiated in 2021. – Novo Nordisk and Gilead Sciences presented results from a phase 2 proof-of-concept trial in NASH . The five-arm trial evaluated combinations of semaglutide with Gilead’s FXR agonist, cilofexor, and/or ACC inhibitor, firsocostat in people with NASH. – Novo Nordisk acquired Corvidia Therapeutics Inc ., with the lead compound ziltivekimab in late-stage clinical development . Ziltivekimab is a fully human monoclonal antibody directed against interleukin-6 (IL-6). Following the acquisition, the phase 2b trial with ziltivekimab was successfully completed. Ziltivekimab showed reduction in markers of inflammation compared to placebo in a chronic kidney disease patient population with atherosclerotic CV disease and inflammation. A phase 3 CV outcomes trial is expected to be initiated in 2021 . – Positive phase 1 results were reported for the PCSK9i mimetic peptide showing long-lasting LDL-cholesterol lowering effect. – A phase 3b trial was initiated with high dose oral sema- glutide, 25 and 50 mg, in people with T2D in H1 2021. Clinical progress – Phase 2 trials with the once-weekly basal insulin ana- logue, insulin icodec, were successfully completed and the phase 3a trial programme, ONWARDS, was initiated. – Phase 1 trials for icosema and insulin 965 were successfully completed . – The first human dose trials were initiated for glucose- sensitive insulin, once-weekly combination sema-GIP and a DNA immunotherapy for T1D . – Novo Nordisk announced successful headline results completed successfully . from two clinical trials with the once-weekly sc amylin analogue (AM833). Encouraging results were obtained in a phase 2 AM833 monotherapy trial and a phase 1b combination trial of AM833 and once- weekly semaglutide 2.4 mg. 1 . As add-on to metformin and/or sulfonylureas Note: Details on clinical trials can be found in company announcements and press releases published by Novo Nordisk during 2020, available at novonordisk .com Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 24 Innovation and therapeutic focus Pipeline overview Diabetes care Project Indication Description Phase Semaglutide 2.0 mg NN9535 Type 2 diabetes A long-acting GLP-1 analogue for once-weekly treatment . Oral semaglutide HD NN9924 Type 2 diabetes A long-acting oral GLP-1 analogue, 25 and 50 mg, intended for once-daily oral treatment . Icodec NN1436 Insulin 965 NN1965 Icosema NN1535 FDC Sema – OW GIP NN9389 Type 1 and 2 diabetes A long-acting basal insulin analogue intended for once-weekly treatment. Type 1 and 2 diabetes A novel basal insulin analogue intended for once-daily treatment . Type 2 diabetes Type 2 diabetes A combination of GLP-1 analogue semaglutide and insulin icodec intended for once-weekly treatment. A combination of semaglutide and novel GIP intended for once-weekly treatment. Glucose-sensitive insulin NN1845 Type 1 and 2 diabetes A glucose-sensitive insulin analogue intended for once-daily treatment . Ideal Pump Insulin NN1471 DNA Immunotherapy NN9041 Type 1 diabetes Type 1 diabetes A novel insulin analogue ideal for use in a closed loop pump device as delivery . A novel plasmid encoding pre- and pro-insulin intended for preservation of beta cell function . Obesity care Semaglutide 2.4 mg NN9536 AM833 NN9838 AM833 + semaglutide NN9838 LA-GDF15 NN9215 PYY1875 NN9775 Obesity Obesity Obesity Obesity Obesity A long-acting GLP-1 analogue intended for once-weekly treatment. A novel long-acting amylin analogue intended for once-weekly treatment. A combination of amylin analogue and GLP-1 analogue semaglutide intended for once-weekly treatment. A long-acting GDF15 analogue intended for appetite regulation leading to weight loss. A novel analogue of the appetite-regulating hormone, PYY, intended for once-weekly treatment. Biopharm Project Sogroya® NN8640 Somapacitan NN8640 Concizumab NN7415 Macrilen™ EX2020 Mim8 NN7769 Eclipse NN7533 Indication Description Phase Adult GHD1 GHD1 A long-acting HGH2 derivative intended for once-weekly subcutaneous administration in adults. A long-acting HGH2 analogue intended for once-weekly subcutaneous administration in children . Haemophilia A and B w/wo inhibitors A monoclonal antibody against tissue factor pathway inhibitor intended for subcutaneous prophylaxis treatment . GHD1 An oral diagnostic agent used for the diagnosis of GHD in adolescents and children . Haemophilia A with or without inhibitors A next generation FVIII mimetic bispecific antibody for subcutaneous prophylaxis of haemophilia A regardless of inhibitor status . Sickle cell disease An oral combination treatment of sickle cell disease and beta thalassaemia . Project is developed in collaboration with EpiDestiny. Other serious chronic diseases Semaglutide NN9931 Ziltivekimab NN6018 PCSK9i peptide NN6434 Anti-ApoC3 NN5058 NASH3 CVD4 CVD4 CVD4 A long-acting GLP-1 analogue for once-weekly treatment of NASH3 . A novel once-monthly monoclonal antibody intended for inhibition of IL-6 activity . A long-acting PCSK9 inhibitor for subcutaneous treatment . A novel monoclonal antibody intended for inhibition of ApoCIII activity . Project is developed in collaboration with STATEN. 1. GHD: Growth hormone deficiency 2. HGH: Human growth hormone 3. NASH: Non-alcoholic steatohepatitis 4. CVD: Cardiovascular disease Phase 1 Phase 2 Phase 3 Submission and/or approval Introducing Novo Nordisk / Strategic Aspirations — Innovation and therapeutic focus / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 25 Innovation and therapeutic focus Diabetes: Patent status for marketed products The patent expiry dates for the products are shown in the table on the right. The dates provided are for expiry in the US, China, Japan and Germany of patents on the active ingredient, unless otherwise indicated, and include extensions of patent term, when applicable. For several products, in addition to the active ingredient patent, Novo Nordisk holds other patents on manufacturing processes, formulations or uses that may be relevant for exclusivity beyond the expiration of the active ingredient patent . Furthermore, regulatory data protection and/or orphan exclusivity may apply . Key marketed products in main markets (active ingredients) Human insulin NovoRapid® (NovoLog®) NovoMix® 30 (NovoLog® Mix 70/30) NovoNorm® (Prandin®) Levemir® Victoza® Tresiba® Ryzodeg® Xultophy® Fiasp® Ozempic® Rybelsus® Obesity: Saxenda® Biopharm: Norditropin® (Norditropin® SimpleXx®) Sogroya® MacrilenTM NovoSeven® NovoEight® NovoThirteen® (TRETTEN®) Refixia® (REBINYN®) Esperoct® Vagifem® 10 mcg US Expired Expired Expired Expired Expired 2023 2029 2029 2029 (2030)3 20321 20321,7 China Expired Expired Expired Expired Expired Expired 2024 2024 2024 (2030)3 2026 20267 Japan Expired Expired Expired Expired Expired 2022 2027 20242 20242 (2030)3 20311 20311,7 Germany Expired Expired Expired Expired Expired 2023 2028 2028 2028 (2030)3 2031 2031 2023 Expired Expired 2023 Expired 20341 20278 Expired4 N/A 2021 20281 20321 20225,6 Expired 2031 N/A Expired4 N/A N/A 2022 2029 N/A Expired 20361 N/A Expired4 N/A Expired 20271 20341 20215 Expired 20351 N/A Expired4 N/A Expired 20271 20341 N/A 1 . Current estimate . 2 . Patent term extension until 2027 may apply . 3 . Formulation patent; active ingredient patent has expired . 4 . Room temperature-stable formulation patent until 2023 in China, Japan and Germany and until 2025 in the US. 5. Patent covers low-dose treatment regimen. 6. Licensed to several generic manufacturers from October 2016. 7. Tablet formulation and once-daily treatment regimen are protected by additional patents expiring in 2031-2034 . 8 . Protects method of use and kits of parts . Introducing Novo Nordisk / Strategic Aspirations — Commercial execution / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 26 Commercial execution Delivering innovation to patients in the face of a pandemic Around the world, the number of people living with diabetes and other serious chronic diseases is growing fast and the need to supply improved treatments is critical. But ensuring that life-saving medicines reach all those who require them – from Stockholm to Shanghai and New York to Nigeria – has demanded new ways of doing business in 2020 as the COVID-19 pandemic has disrupted societies and economies. 2025 Strategic Aspirations Commercial execution – Strengthen diabetes leadership – aim at a global value market share of 1/3 – Strengthen obesity leadership and double 2019 reported sales – Secure a sustained growth outlook for Biopharm Despite the challenging backdrop provided by The crisis underscores the importance of the COVID-19 pandemic, our commercial teams increasing our efforts in prevention and disease around the world have remained committed to management for people with diabetes and obesity, delivering innovation to patients . By harnessing as they are subject to an increased risk of severe the power of digital technologies, they have symptoms and outcomes from COVID-19 . With shown it is possible to continue to grow market millions of patients depending on us, failing to share and execute on key new product launches, meet their needs is simply not an option . while meeting the needs of our patients and customers . This includes the successful roll-out of Rybelsus®, our GLP-1 based medicine in a tablet . Embracing virtual interactions Across the pharmaceutical industry the pandemic As a result, we remain on track to reach our goal has created an unprecedented commercial of a global diabetes value market share of more environment in which traditional ways of delivering than one third by 2025, after expanding our value medical innovations could no longer continue . market share by 0 .7 percentage points to 29 .3% Face-to-face contacts – whether between patients in 2020. Obesity treatment sales were impacted and doctors or companies and customers – by the COVID-19 pandemic in 2020 but are also became almost impossible in many countries for on course to double from 2019 to 2025, while significant periods of 2020. This challenged some the Biopharm division is building a platform for parts of our business, especially in the dynamic sustainable growth. A victory for agility section of the market as fewer patients could be initiated onto new treatments in the face of widespread lockdowns and follow-up clinic visits Our ability to maintain effective commercial were delayed. operations during these exceptional times reflects our willingness to pursue new, simpler, agile ways But we quickly adapted to the new ways of of working. Even before the pandemic hit, we communicating, by transitioning to virtual were already adopting strategies to address the interactions with healthcare professionals and opportunity presented by the rise of digitisation customers. As well as a far greater degree of in healthcare and the challenge of ensuring virtual interactions, this involved making the the affordability of our medicines. The effect of majority of our commercial materials digital and COVID-19 has been to push the 'fast-forward' shifting group presentations into a virtual setting button on all these key activities, inspiring – a particularly popular approach in China . We also colleagues to adapt and evolve business practices moved our line-up of expert educational events to faster than ever in 2020 . digital platforms, running a significant proportion of these virtually in 2020 . Introducing Novo Nordisk / Strategic Aspirations — Commercial execution / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 27 A leading portfolio of diabetes medicines In diabetes, 2020 was a breakthrough year for our latest GLP-1 products, with Ozempic®, our once weekly injectable, now launched in 52 countries around the world and Rybelsus®, our semaglutide- glass vials to the newer insulins, such as Tresiba® and Ryzodeg®, offered in FlexTouch® pre-filled pens . We are also adapting packaging to the needs of different markets, for example by offering smaller pack sizes in out-of-pocket markets such based oral medicine, now launched in nine as in India, where some customers struggle to countries around the world. Overall sales of GLP-1 products for type 2 diabetes (Victoza®, Ozempic® and Rybelsus®) increased by 25 .9% in Danish afford monthly or quarterly purchases of their medicines . kroner and by 28 .7% in constant exchange rates . We also know some people are struggling to GLP-1 therapies are now helping millions of people to manage their disease, and the segment’s value patients a range of options to help . We invested in raising awareness of Novocare®, which provides share of the total diabetes market has grown to patient affordability and access support, to ensure afford their insulin in the US as well, and offer 50.4% compared with 47.5% a year ago. The GLP- 1 story shows how we are continuing to deliver meaningful advances for patients, despite having been in diabetes for nearly a century . Diabetes value market share (%) GLP-1 Insulin Diabetes Insulin sales across global markets were mixed, with growth across International Operations being offset by declining sales in the US due to lower realised prices following higher rebates, launches of affordability programmes and changes in the Medicare Part D Coverage Gap legislation . Ozempic® has now been launched in Measured by volume, we continue to be the world’s leading provider of insulin. Around the globe, the insulin market is becoming increasingly competitive, and we are adapting our commercial approach according to the needs of different markets. Despite the challenges, one of 46.2% 43.6% 47.5% 50.4% 44.5% 44.3% 27.8% 28.6% 29.3% % 50 45 40 35 30 25 20 our core strengths is a broad portfolio of products 2018 2019 2020 at different price points – from human insulin in Source: IQVIA data 52countries Rybelsus® in 9 countries Leonardo is living with type 1 diabetes in Mexico, studying in high school and doing triathlons . This line-up of changes dovetailed with a dramatic rise in the use of telemedicine across primary and some secondary care in key markets including the US and the UK, as well as the transition of international medical congresses from physical to virtual platforms . Fortunately, the inability to run physical congresses allowed many more healthcare professionals who would not normally attend in person to participate remotely and learn about the latest developments in their field. Introducing Novo Nordisk / Strategic Aspirations — Commercial execution / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 28 The global burden of obesity that during a period of financial hardship and the COVID-19 pandemic took hold . In the US, Building in Biopharm 650million adults have obesity1 124million children and adolescents are living with obesity2 increased unemployment, patients are aware meanwhile, growth was negatively impacted by a Sales of Biopharm products increased by 0 .7% of the options available – including our Patient significant drop in doctor visits and fewer patients in constant exchange rates and declined 1 .3% Assistance Program, which offered a free 90-day initiating treatment . supply of insulin for eligible patients who lost healthcare coverage due to COVID-19 . Nonetheless, we remain confident in the difference in Danish kroner. The growth as measured in constant exchange rates is following increasing demand for our growth hormone Norditropin®, we can make for people with obesity and we are due in part to supply challenges for competing Leading the way in obesity well-placed to serve a growing demand as we Obesity is a serious chronic disease that is closely aspire to transition from a single-product obesity products in some countries . Our haemophilia medicine NovoSeven®, however, experienced linked to type 2 diabetes and which also poses offering to a portfolio of therapies in the future. weaker sales, partly as a result of reduced elective a range of other health risks – from cancer and In the near term, this is expected to be driven by surgeries and bleeds during COVID-19 lockdowns. heart disease to severe outcomes from COVID-19 . semaglutide, 2.4 mg, which has proven effective This was offset to some extent by the successful Our ambition is to ensure that it is widely in clinical trials, demonstrating weight loss of recognised as such and to offer medical treatment 17%-18% in subject with obesity without diabetes, roll-out of the new haemophilia treatments Esperoct® and Refixia® . to help effective management of the disease. It when using a trial product estimand (15%-17% has been encouraging to see more governments – weight loss reported when using a treatment including Italy, Germany, the UK and Switzerland – policy estimand), and thus showing potential as a taking steps during 2020 to recognise and address transformative treatment for obesity . obesity as a chronic disease . But there is still more to be done to raise awareness and to fight the stigma and bias associated with obesity. Obesity sales Biopharm sales Sales as reported Growth at CER Sales as reported Growth at CER Sales of Saxenda® increased by 3 .3% in constant exchange rates, while declining by 1.3% in Danish kroner in 2020. Sales growth was negatively DKK billion impacted by COVID-19 as fewer patients initiated treatment. In October 2020 the United Kingdom’s National Institute for Health and Care Excellence (NICE) recommended Saxenda® for certain people with obesity3; however, it is often not reimbursed and is paid for out of pocket by patients . In countries such as Brazil, Saudi Arabia and South Korea, fewer Saxenda® prescriptions were filled 6 5 4 3 2 1 0 64% 245% 42% 3% 60% 4% DKK billion 25 20 15 10 5 0 -16% -1% 4% 1% due to patients cutting personal spending as 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 Bjarne Lynderup is living with obesity in Denmark 1. WHO, Obesity and overweight, fact sheet, 2020 2. Lancet, Worldwide trends in body-mass index, underweight, overweight, and obesity from 1975 to 2016: a pooled analysis of 2416 pop- ulation-based measurement studies in 128 .9 million children, adolescents, and adults (2017) 3. Population covers people with a BMI at or above 35 and with cardiovascular risk Introducing Novo Nordisk / Strategic Aspirations — Financials / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 29 Financials 2020 performance and 2021 outlook 2025 Strategic Aspirations Financial performance Sales increased by 4% measured in Danish Sales in North America Operations increased by Sales of long-acting insulin decreased by 11% 1% measured in Danish kroner and by 3% at CER . measured in Danish kroner and by 9% at CER to In 2020, 48% of US sales came from products DKK 18,439 million . Novo Nordisk has increased launched after 2015, with the aspiration to reach its global volume market share in the long-acting 70% by 2022 . Sales development across therapeutic areas Diabetes care sales growth of 8% (CER), Obesity care sales growth of 3% (CER) and Biopharm sales growth of 1% (CER). insulin segment from 32 .4% to 32 .8% in the last 12 months. The sales decline measured at CER was driven by declining Levemir® and Tresiba® sales, partially offset by increased sales of Xultophy® . Tresiba® has been launched in 91 countries, while Xultophy® has been launched in 42 countries . Financials kroner and by 7% at CER to DKK 126,946 million Diabetes and Obesity care Sales of premix insulin increased by 3% measured in 2020. Sales growth was negatively impacted Diabetes care, sales development in Danish kroner and by 6% at CER to DKK 10,925 – Deliver solid sales and by COVID-19, driven by fewer patients initiating Sales in Diabetes care increased by 5% measured million . Novo Nordisk is the market leader in the operating profit growth: treatment. Novo Nordisk’s 2020 sales and in Danish kroner and by 8% at CER to DKK 102,412 premix insulin segment with a global volume – Deliver 6–10% sales operating profit performance measured at million driven by GLP-1 growth. Novo Nordisk has market share of 65 .2% compared to 64 .2% 12 growth in International constant exchange rates (CER) were within the improved the global diabetes value market share Operations ranges provided in October 2020. The effective over the last 12 months from 28 .6% to 29 .3%, – Transform 70% of sales tax rate, capital expenditure as well depreciation, driven by market share gains in both International in the US (from 2015 to amortisiation and impairment loses were all Operations and North America Operations . months ago. The sales increase was driven by increased sales of both Ryzodeg® and NovoMix® . Ryzodeg® has now been launched in 37 countries. 2022) broadly in line with the guidance. The free cash – Drive operational flow subceeded the range provided in October In the following sections, unless otherwise noted, Financial performance efficiencies across the 2020 reflecting the acquisitions of Emisphere market data are based on moving annual total NAO net sales as reported IO net sales as reported value chain to enable Technologies Inc . in the fourth quarter of 2020 . (MAT) from November 2020 and November 2019 Growth at CER investments in future growth assets – Deliver free cash flow to Geographic sales development Sales in International Operations increased by 7% Insulin provided by the independent data provider IQVIA. DKK billion enable attractive capital measured in Danish kroner and by 10% at CER . Sales of insulin decreased by 5% measured in allocation to shareholders Sales growth was driven by all geographical areas. Danish kroner and by 3% at CER to DKK 56,550 Sales in EMEA increased by 6% measured in Dan- million. The sales decrease was driven by declining ish kroner and by 9% at CER . Sales in Region China sales in the US, partly offset by increased sales in increased by 10% measured in Danish kroner and International Operations . by 11% at CER . Sales in Rest of World increased by 6% measured in Danish kroner and by 12% at CER . 150 120 90 60 30 0 6% 2% 5% 6% 7% 2016 2017 2018 2019 2020 Introducing Novo Nordisk / Strategic Aspirations — Financials / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 30 Sales of fast-acting insulin decreased by 5% Sales by therapeutic areas 5,608 million . Saxenda® sales growth at CER was sales in Region China, reflecting timing of ship- measured in Danish kroner and by 3% at CER to Diabetes care Obesity care driven by International Operations, partially offset ments. The declining sales partly reflect reduced DKK 18,313 million . Novo Nordisk is the market Biopharm Growth at CER by North America Operations. Sales growth was elective surgeries and bleedings due to COVID-19 . leader in the fast-acting insulin segment and has increased its global volume market share to DKK billion negatively impacted by COVID-19 as fewer patients initiated treatment . Saxenda® has now been Sales of NovoEight® decreased by 4% measured 51 .7% from 50 .7% in the last 12 months . The sales decrease was driven by NovoRapid®, partly offset by increased Fiasp® sales . Fiasp® has now been launched in 41 countries . Sales of human insulin decreased by 2% measured in Danish kroner and increased by 2% at CER to DKK 8,873 million . GLP-1 therapy for type 2 diabetes Sales of GLP-1 products for type 2 diabetes (Ozempic®, Victoza® and Rybelsus®) increased by 26% measured in Danish kroner and by 29% at CER to DKK 41,831 million . Ozempic® has now been launched in 52 countries with sales of DKK 21,211 million, and Rybelsus® has been launched in nine countries with sales of DKK 1,873 million. 150 120 90 60 30 0 6% 2% 5% 7% 6% launched in 55 countries . Novo Nordisk currently in Danish kroner and by 1% at CER to DKK 1,462 has a value market share of 64 .7% of the global million. The decreasing sales were driven by obesity prescription drug market . Biopharm declining sales in EMEA and the US, partly offset by increased sales in Rest of World . The NovoEight® sales decrease was offset by Esperoct®, the long- Biopharm, sales development acting haemophilia A treatment, which has now Sales of biopharm products decreased by 1% been launched in 19 countries . measured in Danish kroner and increased by 1% at CER to DKK 18,926 million. The sales growth Sales of Refixia® increased to DKK 518 million . at CER was driven by International Operations. Sales growth was driven by continued uptake Sales growth was driven by Growth Disorders and the launches of new haemophilia products, offset by declining sales of NovoSeven®. Sales growth in Rest of World and EMEA as well as continued uptake in North America Operations. Refixia® has been launched in 25 countries . 2016 2017 2018 2019 2020 Sales split in Diabetes care was negatively impacted by lower demand due to Insulin sales as reported GLP-1 sales as reported Other diabetes Growth at CER COVID-19 . Haemophilia Growth disorders (Norditropin®) Sales of Norditropin® increased by 6% measured in Danish kroner and by 8% at CER to DKK The GLP-1 segment’s value share of the total DKK billion Sales of haemophilia products decreased by 6% 7,704 million. The sales increase was driven by diabetes market has increased to 22 .0% compared with 18.0% 12 months ago. Novo Nordisk continues to be the global market leader in the GLP-1 segment with a 50.4% value market share, an increase of 2 .9 percentage points compared to 12 months ago. Sales growth was negatively impacted by COVID-19 . Obesity care, sales development Sales of Saxenda® decreased by 1% measured in 100 5% 6% 4% 4% 80 60 40 20 0 8% measured in Danish kroner and by 4% at CER International Operations increasing by 16%, to DKK 9,662 million. The decreasing sales were driven by declining NovoSeven® sales, while the partially offset by North America Operations declining by 4% at CER . Novo Nordisk is the haemophilia A and B franchises grew driven by the continued global roll-out of Esperoct® and Refixia® . leading company in the global human growth disorder market with a value market share of Sales of NovoSeven® decreased by 11% measured new indications and the global roll-out of the next- in Danish kroner and by 9% at CER to DKK 7,203 generation device. Sales growth was positively million. The sales development was driven by impacted by additional demand, following supply declining sales in North America Operations, Rest challenges for competing products in select 36 .0% compared to 33 .0% a year ago, driven by Danish kroner and increased by 3% at CER to DKK 2016 2017 2018 2019 2020 of World and EMEA, partially offset by increasing countries . Introducing Novo Nordisk / Strategic Aspirations — Financials / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 31 Development in costs and operating profit The cost of goods sold increased by 4% measured cardiovascular disease and stem cell projects As per the end of December 2020, a positive Operating profit and margin as well as patient recruitment to the ongoing market value of financial contracts of in Danish kroner and by 5% at CER to DKK 20,932 cardiovascular outcomes trials, SOUL and SELECT . approximately DKK 1 .8 billion has been deferred million, resulting in an unchanged gross margin for recognition in 2021 . For more information see Operating profit (left axis) Operating profit margin (right axis) Growth at CER of 83 .5% measured in Danish kroner compared Administration costs decreased by 1% measured in note 4.3 in the financial statement. DKK billion to 2019. The unchanged gross margin reflects Danish kroner and increased by 1% at CER to DKK productivity improvements and a positive product 3,958 million, reflecting broadly unchanged spend The effective tax rate is 20.7% in 2020 compared mix driven by increased GLP-1 sales . This is across administrative areas . with an effective tax rate of 19.8% in 2019. In 2019, countered by a negative impact from lower a tax reform was passed in Switzerland which had realised prices in the US and a negative currency Other operating income (net) was DKK 460 million positive impact on the effective tax rate, driven by impact of 0 .3 percentage points . compared with DKK 600 million in 2019 following a non-recurring increase to deferred tax assets . Sales and distribution costs increased by 3% measured in Danish kroner and by 6% at CER Operating profit increased by 3% measured in Cash flow and capital allocation Capital expenditure for property, plant and to DKK 32,928 million . The increase in costs is Danish kroner and by 7% at CER to DKK 54,126 equipment was DKK 5.8 billion compared with DKK reduced royalty income . 60 50 40 30 20 10 0 0% 5% 3% 6% 7% 2016 2017 2018 2019 2020 % 60 50 40 30 20 10 0 driven by North America Operations reflecting launch activities for Rybelsus® and continued promotional activities for Ozempic®, partly offset by lower promotional spend related to insulin. In International Operations, promotional spend is related to launch activities for Ozempic® and Rybelsus® as well as the continued roll-out of Saxenda® . COVID-19 resulted in a reduction of the million . 8.9 billion in 2019. The lower capital expenditure Financial items (net) and tax Financial items (net) showed a net loss of DKK 996 was mainly related to lower investments in Cash flow and capital the new production facility for diabetes active allocation pharmaceutical ingredients in Clayton, North million compared with a net loss of DKK 3,930 Carolina, US, which is now in the final stages of million in 2019 . construction . In line with Novo Nordisk’s treasury policy, the Free cash flow of DKK 28.6 billion compared with Dividend for prior year Interim dividend Share repurchases Free cash flow DKK billion activity level and delay of promotional activities . most significant foreign exchange risks for Novo DKK 34.5 billion in 2019. The decrease is reflecting Research and development costs increased by 9% foreign exchange forward contracts. The foreign primarily related to the acquisitions of Corvidia measured in Danish kroner and by 10% at CER to exchange result was a net loss of DKK 747 million Therapeutics Inc . and Emisphere Technologies Inc . Nordisk have been hedged, primarily through purchase of intangible assets of DKK 16 .3 billion, DKK 15,462 million . The cost increase is driven by compared with a net loss of DKK 3,212 million the amortisation of the priority review voucher for in 2019. This reflects losses on non-hedged Novo Nordisk’s financial reserves were DKK 28.8 semaglutide 2 .4 mg in obesity in the third quarter currencies driven by significant depreciations billion by end of December 2020 comprising of 2020. Increased activities within Other serious of several emerging market currencies, partially cash at bank and undrawn credit facilities less chronic diseases are driving the cost increase offset by gains on hedged currencies. overdrafts and loans repayable within 12 months. 40 30 20 10 0 following progression of the early pipeline within 2017 2018 2019 2020 2021E1 1 . Expectations for 2021 Introducing Novo Nordisk / Strategic Aspirations — Financials / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 32 2021 outlook The current expectations for 2021 are summarised 2021 . Given the current exchange rates versus Depreciation, amortisation and impairment the Danish krone, growth reported in DKK is now losses are expected to be around DKK 6 .0 billion . in the table named 'Outlook 2021' on this page . expected to be around 6 percentage points lower The increase in depreciation, amortisation and than at CER, mainly driven by the spot rate of the impairment losses in 2021 reflects depreciation For 2021, sales growth is expected to be 5% to USD being 615 versus an average of 654 in 2020 . of the new production facility for diabetes active 9% at CER. The guidance reflects expectations pharmaceutical ingredients in Clayton, North for continued sales growth in International The current COVID-19 pandemic causes Carolina, US. The free cash flow is expected to be Operations in line with the Strategic Aspiration of uncertainty to the outlook regarding the number DKK 36-41 billion. The increase in free cash flow 6-10% growth as well as growth in North America of patients initiating treatment and societal compared to 2020 reflects the impact from the Operations. The guidance reflects expectations impacts such as the unemployment rate in the acquisitions in 2020 . for sales growth within Diabetes care, mainly driven by the GLP-1 products Ozempic® and Rybelsus®, as well as growth within Obesity care. US, which is impacting healthcare insurance coverage . The outlook is based on a number of All of the above expectations are based on as- assumptions related to the severity and duration sumptions that the global or regional macroeco- Intensifying competition within both Diabetes care of impacts from COVID-19 . Consequently, volatility nomic and political environment will not significant- and Biopharm is also reflected in the guidance. in quarterly results should be expected . ly change business conditions for Novo Nordisk Furthermore, continued pricing pressure within during 2021, including the potential implications Diabetes care, especially in the US, is expected to For 2021, Novo Nordisk expects financial items from major healthcare reforms, and that the cur- negatively impact sales development . Given the (net) to amount to a gain of around DKK 0 .7 billion, rency exchange rates, especially the US dollar, will current exchange rates versus the Danish krone, reflecting the expected hedging gains of DKK growth reported in DKK is expected to be around 4 1.1 billion mainly related to the US dollar with Outlook 2021 percentage points lower than at CER. a hedging period of 11 months and associated The current expectations for 2021 are summarised in the table below: Operating profit growth is expected to be 4% to hedging costs . Expectations are as reported, if not otherwise stated Expectations 3 February 2021 8% at CER. The expectation for operating profit The effective tax rate for 2021 is expected to be in growth primarily reflects the sales growth out- the range of 20-22% . look and continued investments in current and future growth drivers across the operating units, including the continued roll-out of Ozempic® and Rybelsus® as well as global investments in building Capital expenditure is expected to be around DKK 8 .0 billion in 2021, primarily relating to investments in additional capacity for active an anti-obesity market and the expected launch pharmaceutical ingredient (API) production at of semaglutide 2 .4 mg in the US . Furthermore, re- existing manufacturing sites within Diabetes care. sources are allocated to both early and late-stage The expected increase in capital expenditure Sales growth at CER as reported Operating profit growth at CER as reported Financial items (net) Effective tax rate Capital expenditure (PP&E) pipeline activities, including expected initiations reflects progress of R&D projects based on the Depreciation, amortisation and impairment losses of several phase 3a clinical trial programmes in oral technology platform . Free cash flow Around 4 percentage points lower than at CER 5% to 9% 4% to 8% Around 6 percentage points lower than at CER Gain of around DKK 0 .7 billion 20% to 22% Around DKK 8 .0 billion Around DKK 6 billion DKK 36-41 billion Introducing Novo Nordisk / Strategic Aspirations — Financials / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 33 remain at the current level versus the Danish kro- product development, product introductions opment, unplanned loss of patents, interruptions ne. Neither does the guidance include the financial and product approvals as well as cooperation in of supplies and production, product recalls, unex- implications of significant business development relation thereto, pected contract breaches or terminations, govern- transactions during the remainder of 2021 . – Statements containing projections of or targets ment-mandated or market-driven price decreases for revenues, costs, income (or loss), earnings for Novo Nordisk’s products, introduction of com- Novo Nordisk has hedged expected net cash flows per share, capital expenditures, dividends, peting products, reliance on information technol- in a number of invoicing currencies and, all other capital structure, net financials and other ogy, Novo Nordisk’s ability to successfully market things being equal, movements in key invoicing financial measures, current and new products, exposure to product currencies will impact Novo Nordisk’s operating – Statements regarding future economic liability and legal proceedings and investigations, profit operating profit as outlined in note 4.2 in the performance, future actions and outcome of changes in governmental laws and related inter- financial statements. contingencies such as legal proceedings, and pretation thereof, including on reimbursement, Forward-looking statements Novo Nordisk’s reports filed with or furnished to – Statements regarding the assumptions intellectual property protection and regulatory underlying or relating to such statements . controls on testing, approval, manufacturing and marketing, perceived or actual failure to adhere the US Securities and Exchange Commission (SEC), In this Annual Report 2020, examples of forward- to ethical marketing practices, investments in and including this statutory Annual Report 2020 and looking statements can be found under the divestitures of domestic and foreign companies, Form 20-F, which are both expected to be filed with section related to our ‘Strategic Aspirations’ and unexpected growth in costs and expenses, failure the SEC in February 2021 in continuation of the elsewhere. publication of this Annual Report 2020, and written to recruit and retain the right employees, failure to maintain a culture of compliance and epidemics, information released, or oral statements made, These statements are based on current plans, pandemics or other public health crises . to the public in the future by or on behalf of Novo estimates and projections . By their very nature, Nordisk, may contain forward-looking statements. forward-looking statements involve inherent risks For an overview of some, but not all, of the risks and uncertainties, both general and specific. Novo that could adversely affect Novo Nordisk’s results Words such as ‘believe’, ‘expect, ‘may’, ‘will’, ‘plan’, Nordisk cautions that a number of important or the accuracy of forward-looking statements in ‘strategy’, ‘prospect’, ‘foresee’, ‘estimate’, ‘project’, factors, including those described in this Annual this Annual Report 2020, reference is made to the ‘anticipate’, ‘can’, ‘intend’, ‘target’ and other words Report 2020, could cause actual results to differ overview of risk factors in ‘Risk management’ of and terms of similar meaning in connection with materially from those contemplated in any this Annual Report 2020 . any discussion of future operating or financial forward-looking statements. performance identify forward-looking statements. Unless required by law, Novo Nordisk is under no Examples of such forward-looking statements Factors that may affect future results include, but duty and undertakes no obligation to update or include, but are not limited to: are not limited to, global as well as local political revise any forward-looking statement after the – Statements of targets, plans, objectives or goals and economic conditions, including interest rate distribution of this Annual Report 2020, whether for future operations, including those related and currency exchange rate fluctuations, delay or as a result of new information, future events, or to Novo Nordisk’s products, product research, failure of projects related to research and/or devel- otherwise. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 34 Risk management In order for us to become a sustainable business, we must anticipate and adapt to our surrounding environment to create new strategic opportunities. Managing risks rigorously and systematically is key in order for us to create and protect value over the short, medium and long term. with all involved in healthcare. We recognise child labour, can occur in every industry and sector . Key risks that we cannot defeat diabetes alone, but we We respect human rights as per the UN Guiding An aggregated presentation of can accelerate our actions to find solutions in Principles on Business and Human Rights . our key risks is outlined below collaboration with relevant stakeholders. Risk management process and on the next page . Every six months, our Board of Directors Digital disruption A rigorous approach to enterprise risk management and Executive Management re- New digital technologies in healthcare are offering helps the company protect and enhance the value view our key risks and a mapping more personalised treatment and better manage- of our assets . We are continually exposed to risks of these in the below 'heat map'. ment of diseases . This is an opportunity for us to throughout our value chain – from early discovery deliver more value to our stakeholders and help of new, promising molecules to the production and patients live a life free from the limitations of their delivery of medicines to patients . Some risks are disease. New digital health solutions, including our inherent in the pharmaceutical industry, such as own, bring new risks particularly around data regu- delays or failures of potential new medicines in the lation and data privacy, as well as potential quality R&D pipeline . Other risks, such as supply disrup- and reliability risks . We strive to develop digital tions and competitive threats, are well-known to 1 2 Research and Development Risks Product Supply, Quality and Safety Risks health solutions in collaboration with relevant part- any manufacturing company with global produc- 3 Commercialisation Risks ners . We also believe in the value of open innova- tion. We will never compromise on product quality, tion and sharing our knowledge and experience. patient safety and business ethics: these are front 4 IT Security Risks Addressing risks in our strategic planning: and centre of our enterprise-wide risk management Scenario and risk-thinking exercises are part of our Environmental risks set-up. We apply a two-way lens and assess risks to 5 Financial Risks strategic planning process . They include analyses We are preparing for the risks and opportunities potential financial loss and reputational damage. of market dynamics as well as socioeconomic which will arise from climate change. As 6 Legal and Compliance Risks and political developments that present risks or recommended by the Task Force on Climate- Executive Management and the Board of Directors opportunities for our business . related Financial Disclosures (TCFD), we are review a 'heat map' of our biggest risks every six Heat map integrating climate change scenarios into our months . This map is based on insights from man- Access and affordability risk management processes to identify short-, agement teams in the organisation and includes In the short and medium term, access to medium- and long-term risks . risks that could cause significant disruptions to the affordable care and innovative treatments is a business over a three-year horizon. The following key challenge for patients in many parts of the Human rights and labour risks overview provides more details of our key risks. world. Access to affordable care is a global issue We take a proactive approach to integrating risk as healthcare systems struggle to provide quality management of human and labour rights into our For more information, see our Corporate care at a sustainable cost, while the burden of risk management process, while recognising that Governance report available on chronic diseases keeps rising . Ensuring access and modern slavery, including human trafficking, forced www.novonordisk.com/about/corporate affordability is a responsibility Novo Nordisk shares labour, bonded labour, child slavery and hazardous -governance/recommendations-and-practices .html i H g h I m p a c t Low Likelihood High Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 35 Risk area Description Impact Mitigating actions 1 2 3 Research and Development Risks Findings in pre-clinical and clinical activities, regulatory processes or commercial product planning leading to delays or failure of products in the pipeline . – Patients would not benefit from innovative treatments – Could have adverse impact on sales, profits and market position – Insight into patients’ unmet needs informs the selection of new product candidates – Pre-clinical and clinical activities to demonstrate safety and efficacy – Scientific and commercial viability assessments determine progress – Consultations with regulators to review pre-clinical and clinical findings and obtain guidance on development path Product Supply, Quality and Safety Risks Disruption of product supply or quality failures may compromise the health of patients . – Product shortages could have potential implications for patients – Could put patients’ health and lives at risk and jeopardise Novo – Global production with multiple facilities and safety stock reduces supply risk Nordisk’s reputation and licence to operate if regulatory compliance is not ensured – Regular quality audits of internal units and suppliers and annual inspections by authorities document GMP compliance – Could have an adverse impact on sales, profits and market position – Identification and correction of root causes when issues are identified. If necessary, products are recalled Commercialisation Risks Market dynamics and geopolitical, macroeconomic or healthcare crises (e .g . pandemics) leading to reduced payer ability and willingness to pay. – Market dynamics could impact price levels and patient access – Could have an adverse impact on sales, profits and market position – Innovation of novel products, clinical trial data and real-world evidence demonstrate added value of new products – Payer negotiations to ensure improved patients’ access – Increased and new access and affordability initiatives 4 IT Security Risks Disruption to IT systems, such as cyber- attacks or infrastructure failure resulting in business disruption or breach of data confidentiality. – Could limit our ability to produce and safeguard product quality – Could compromise patients’ or other individuals’ privacy – Could limit our ability to maintain operations – Could limit future business opportunities if proprietary information – Protection mechanisms in IT systems and business processes – Company-wide information security awareness activities – Continuity plans for non-availability of IT systems – Company-wide internal audits of IT security controls is lost 5 Financial Risks Exchange rate fluctuations, disputes with tax authorities and changes to tax legislation and interpretation . Our foreign exchange risk is most significant in USD, CNY, and JPY. – Could negatively impact cash flow, statement of comprehensive income and balance sheet – Could lead to significant tax adjustments, fines and – Hedging for selected currencies – Integrated treasury management – Applicable taxes paid in jurisdictions where business activity higher-than-expected tax level generates profits – Multi-year Advance Pricing Agreements with tax authorities for more than 65% of sales 6 Legal and Compliance Risks Breach of legislation, industry codes or company policies . Competitors asserting patents against Novo Nordisk or challenging patents critical for protection of commercial products and pipeline candidates . – Could expose Novo Nordisk to investigations, criminal and civil sanctions and other penalties – Could compromise our reputation and the rights and integrity of individuals involved – Legal review of key activities – Business Ethics Code of Conduct and compliance hotline in place – Internal Audit of compliance with business ethics standards. – Internal controls minimise vulnerability to patent infringement – Unexpected loss of exclusivity for or injunctions against existing and and invalidity actions pipeline products could have an adverse impact on future sales Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 36 Shares and capital structure The company’s A shares are not listed and are held by Novo Holdings A/S1, a Danish public Geographical split of shareholders2 was 91.2% (of which approximately 10.0% are list- ed as ADRs), excluding Novo Holdings A/S's holding limited liability company wholly-owned by the % of share capital and Novo Nordisk’s holding of treasury shares. Novo Nordisk Foundation . The Foundation has Denmark North America As of 31 December 2020, Novo Holdings A/S and a dual objective: to provide a stable basis for the UK Other Novo Nordisk B shares equalled 159,277,660 commercial and research activities conducted by the companies within the Novo Group (of which Novo Nordisk A/S is the largest), and to support 25% scientific and humanitarian purposes. According to the Articles of Association of the Foundation, the A shares cannot be divested . Special rights attached to A shares include pre-emptive subscription rights 8% in the event of an increase in the A share capital and pre-emptive purchase rights in the event of a sale of A shares, while B shares take priority for liquidation proceedings . A shares take priority for dividends below 0.5%, and B shares take priority for dividends between 0.5 and 5%. However, in 26% practice, A and B shares receive the same amount Ownership structure3 of dividend per share . shares and had a nominal value of DKK 31,855,532 . For details about the share capital, see note 4 .1 to the consolidated financial statements. 41% Capital structure Novo Nordisk’s Board of Directors and Executive Management consider that the current capital and share structure of Novo Nordisk serve the interests of the shareholders and the company well. Novo Nordisk’s capital structure strategy offers a balance Through open and proactive communication, Novo Nordisk aims to provide the basis for fair and efficient pricing of our shares. Share capital and ownership As of 31 December 2020, Novo Holdings A/S also Novo Nordisk’s share capital of DKK 470,000,000 held a B share capital of nominally DKK 24,347,800 . is divided into A and B share capital . The A and B Together with the A shares, Novo Holdings A/S's shares are calculated in units of DKK 0 .20, amount- total ownership amounted to nominally DKK ing to 2 .35 billion shares . The A share capital, 131,835,000. Novo Holdings A/S's ownership is consisting of 537 million shares, has a nominal reflected in the 'Ownership structure' chart. value of DKK 107,487,200 and the B share capital, consisting of 1,813 million shares, has a nominal There is no complete record of all shareholders; value of DKK 362,512,800 . Each A share carries however, based on available sources of informa- 200 votes and each B share carries 20 votes . Novo tion, as of 31 December 2020 it is estimated that Nordisk's B shares are listed on Nasdaq Copenha- shares were geographically distributed as shown in gen and on the New York Stock Exchange (NYSE) the 'Geographical split of shareholders’ chart. As of Novo Nordisk Foundation Institutional and private investors Novo Holdings A/S 76 .5% of votes 28 .1% of capital 23 .5% of votes 71 .9% of capital 537 million A shares (nominal value DKK 107 mDKK) 1,813 million B shares (nominal value DKK 363 mDKK) Novo Nordisk A/S 1 . Novo Holdings A/S's registered address is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark . 2 . Using shareholder registered home countries . as American Depository Receipts (ADRs) . 31 December 2020, the free float of listed B shares 3. Treasury shares are included, however, voting rights of treasury shares cannot be exercised. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 37 between long-term shareholder value creation and Share repurchase programme for 2020/2021 Share price performance 2020 competitive shareholder return in the short term . During the twelve-month period beginning 1 Novo Nordisk share price and indexed peers1 February 2020, Novo Nordisk repurchased shares Novo Nordisk Pharmaceutical industry index2 OMXC25 The capital structure has been adjusted as a con- worth DKK 17 billion. The share repurchase pro- sequence of Novo Nordisk’s debt-financed, USD gramme has primarily been conducted in accord- 1 .8 billion acquisition of Emisphere Technologies ance with the safe harbour rules in the EU Market Inc., which was finalised on 8 December 2020. Abuse Regulation (MAR) . For the next 12 months, Dividend policy Novo Nordisk has decided to implement a new share repurchase programme . The expected total The company’s dividend policy applies a repurchase value of B shares amounts to a cash pharmaceutical industry benchmark to ensure a value of up to DKK 17 billion . The total programme competitive payout ratio for dividend payments, may be reduced in size if significant business de- which are complemented by share repurchase velopment opportunities arise during 2021 . Novo programmes. The final dividend for 2019 paid in Nordisk expects to conduct the majority of the new March 2020 was equal to DKK 5.35 per A and B share repurchase programme according to the share of DKK 0.20 as well as for ADRs. The total safe harbour rules in MAR . At the Annual General dividend for 2019 was DKK 8.35 per A and B share Meeting in March 2021, the Board of Directors of DKK 0 .20, corresponding to a payout ratio of will propose a further reduction in the company’s DKK 600 500 400 300 200 33.7% 10.3% -2.4% Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec 1. OMXC25 and pharmaceutical industry development have been rebased to Novo Nordisk share price in January 2020 2. AstraZeneca, Bristol-Myers Squibb, Eli Lilly & Co, Glaxo Smith Kline, Lundbeck, Merck & Co, Novartis AG, Pfizer, Roche, 50.5%, which was in line with the 2019 pharma B share capital, corresponding to approximate- Sanofi-Aventis SA peer group average of 53 .5% . ly 1 .7% of the total share capital, by cancelling In August 2020, an interim dividend was paid equalling DKK 3 .25 per A and B share of DKK Share price development 40,000,000 treasury shares . 0.20 as well as for ADRs. For 2020, the Board of Novo Nordisk’s share price increased by 10.3% Directors will propose a final dividend of DKK between its 2019 close of DKK 386.65 and the 31 5 .85 to be paid in March 2021, equivalent to a December 2020 close of DKK 426 .65 . For compar- total dividend for 2020 of DKK 9 .10 and a payout ison purposes, the Danish OMXC25 stock index ratio of 50 .0% . The company expects to distribute increased by 33 .7% and the pharma peer group an interim dividend in August 2021 . Further decreased by 2 .4% during 2020 . The total market information regarding this interim dividend will be value of Novo Nordisk’s B shares, excluding treas- announced in connection with the financial report ury shares and Novo Holdings A/S shares, was DKK for the first six months of 2021. Dividends are paid 705,374,617,388 as of 31 December 2020 . from distributable reserves . Novo Nordisk does not pay a dividend on its holding of treasury shares . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 38 Corporate governance Shareholders Key responsibilities Board of Directors Key responsibilities Board committees: - Chairmanship - Audit Committee - Nomination Committee - Remuneration Committee - R&D Committee The shareholders of Novo Nordisk have ultimate authority over the company and exercise their right to make decisions at general meetings . At the Annual General Meeting, shareholders approve the annual report and any amendments to the company’s Articles of Association. Shareholders also elect Board members and the independent auditor . Resolutions can generally be passed by a simple majority . However, resolutions to amend the Articles of Association require two thirds of the votes cast and capital represented, unless other adoption requirements are imposed by the Danish Companies Act . Novo Holdings A/S holds the majority of votes at general meetings. However, all strategic and operational matters are decided solely by the Board of Directors and Executive Management . Novo Nordisk has a two-tier management structure consisting of a Board of Directors and Executive Management. The two bodies are separate and no one serves as a member of both. The Board of Directors: – Develops the company as a focused, sustainable, global pharmaceutical company – Supervises Executive Management – Appoints members of Executive Management and determines their remuneration – Determines the company’s overall strategy and oversees the implementation of the strategy and the performance of the company – Ensures adequate management and organisation – May distribute extraordinary dividends and issue new shares in accordance with the Articles of Composition and independence As of 31 December 2020, the Board of Directors consisted of 13 members. Nine were elected by shareholders and four by Danish-based employees. Board members must retire at the first Annual General Meeting after they reach the age of 70 . Shareholder-elected Board members serve for a one-year term and may be re-elected, which was the case for all nine members at the Annual General Meeting in 2020. Two shareholder-elected Board members are not independent, as they are related to the main shareholder, Novo Holdings A/S, and may be regarded as representing Novo Holdings A/S’s 1 interests, while the remaining seven members are independent . For independence2, see table on page 44 . Association – May repurchase shares in accordance with authorisations granted by the shareholders at the Annual General Meeting in 2020 and recorded in the meeting minutes available at novonordisk .com Danish-based employees may elect a number of Board members equalling half of the shareholder- elected members. Employee-elected members serve for a statutory four-year term, with the next election in 2022, and have the same rights, duties and responsibilities as shareholder-elected members . Executive Management Key responsibilities Executive Management is responsible for overall day-to-day management, the organisation of the company, allocation of resources, determination and implementation of strategies and policies, direction setting, and ensuring timely reporting and provision of information to the Board of Directors and Novo Nordisk’s stakeholders. To ensure the organisational implementation of our strategy, Executive Management has established a Management Board consisting of the Chief Executive Officer, Executive Vice Presidents and Senior Vice Presidents . Composition and meetings As of 31 December 2020, Executive Management consisted of nine members including the Chief Executive Officer. No changes were made in the composition of Executive Management in 2020. Executive Management meets at least once a month and due to COVID-19 a significant number of their meetings and other activities were conducted virtually. The three executives who are based outside Denmark and who have responsibility for Biopharm, International Operations and North America Operations, respectively, are not registered as executives with the Danish Business Authority. 1. Related as a member of either the Board of Directors or Executive Management of Novo Holdings A/S. 2. Independence as defined by the Danish Corporate Governance Recommendations. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 39 Board committees1 Chairmanship Audit Committee Nomination Committee Remuneration Committee Research & Development Committee Key responsibilities Assists the Board of Directors with: – Planning of Board meetings – Employment, incentive remuneration and performance evaluation of Executive Management – The external auditors – The internal audit function – Handling complaints reported through the Compliance Hotline – Financial, social and environmental – Represents the Board externally reporting (ESG reporting) – The competence profile and composition of the Board – Nomination of Board members and Board committee members – Annual evaluation of the Board – Corporate governance of the – The Remuneration Policy – The actual remuneration of Board members, Board committees and Executive Management – The research and development strategy – The pipeline – The R&D organisation – Internal controls over financial and company ESG reporting – Business ethics compliance – IT security and insurance coverage Members (appointed by the Board) For independence and competencies see table on page 44 . Consists of the chair and the vice chair, both of whom are elected directly by the shareholders at the general meetings . At the Annual General Meeting in 2020, Helge Lund was re-elected as chair and Jeppe Christiansen was re- elected as vice chair of the Board . – Liz Hewitt (chair) – Laurence Debroux – Andreas Fibig – Sylvie Grégoire – Stig Strøbæk 2020 key activities In 2020, the Chairmanship focussed particularly on strategy execution within the therapy areas and in different markets, digitalisation, partnering and acquisitions to access external innovation, talent and leadership development as well as succession preparedness, core capabilities and development of the company culture and impact of the COVID-19 pandemic . In 2020, the Audit Committee focused on work performed by internal and external auditors and held focus sessions on risks and internal controls . The Audit Committee also discussed key accounting matters, including provisions for sales rebates, indirect production costs, ongoing tax and legal cases and impairment . The Audit Committee also reviewed Information Security, Business Ethics Compliance and Compliance Hotline cases . Finally, the Audit Committee recommended Deloitte to be elected as external auditor in 2021 . – Helge Lund (chair) – Sylvie Grégoire – Kasim Kutay – Mette Bøjer Jensen – Jeppe Christiansen (chair) – Brian Daniels – Liz Hewitt – Anne Marie Kverneland – Martin Mackay (chair) – Brian Daniels – Sylvie Grégoire – Kasim Kutay – Thomas Rantzau In 2020, the Nomination Committee focused particularly on reviewing the composition of the Board, identifying and interviewing candidates and considering long-term succession planning. It also reviewed the desired competences to be represented on the Board . In 2020, the Remuneration Committee focused particularly on executive remuneration in light of the COVID-19 pandemic, on assessing the design and structure of the short-term as well as the long- term incentive programme for the Executive Management in 2021 and on enhancing the transparency in remuneration reporting even further . In 2020, the Research & Development Committee focused particularly on reviewing the results of clinical trials and discussed potential additional research and development activities to further explore opportunities within subcutaneous and oral GLP-1 as well as competitor initiatives. In addition, the committee discussed the potential opportunities for addressing unmet needs in mild cognitive impairment and mild dementia . It also reviewed potential external research collaborations as well as acquisitions. 1. For a more detailed description of the Board committees, details on members and full reports on the Board committees’ activities in 2020, please refer to the Corporate Governance Report 2020 available at: https://www.novonordisk.com/about/corporate-governance/recommendations-and-practices.html Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 40 Governance practices Nomination Board diversity Evaluation The Board conducts an annual evaluation . The evaluation includes all Board members and executives . The chair has overall responsibility for the evaluation in collaboration with the Nationality – Board members Nordic Non-Nordic 46% The Nomination Committee presents proposals In 2016, the Board of Directors adjusted its Nomination Committee . Every third year, the for election or re-election of shareholder-elected diversity ambition and set new targets for evaluation is facilitated by external consultants, Board members to the Board of Directors . When diversity among shareholder-elected Board who interview all Board members and executives. recommending candidates to be nominated by members. By 2020, it was the aim that at least For the subsequent two years, the evaluation is the Board, the Nomination Committee considers two members were of Nordic nationality and two facilitated by the secretary of the Nomination factors such as the balance between renewal of non-Nordic nationality. The aim was also to Committee based on written questionnaires. and continuity, the desired competences and have at least three shareholder-elected Board The evaluation includes topics such as Board experience, the performance of the individual members of each gender . Board members, the ambition for diversity as well performance, effectiveness, composition and succession, performance of the Chairmanship as independence considerations . As of 31 December 2020, our shareholder- and the Board Committees as well as the Gender – Board members Men Women elected Board members consisted of two Nordic collaboration in the Board and between the 38% The Board of Directors has determined a members and seven non-Nordic members . Of Board and Executive Management . Each Board competence profile for the shareholder-elected these, three members were female and six were member and executive also receives feedback Board members . Board members should possess male. Thus, the Board of Directors fulfilled its from all other Board members and executives on integrity, accountability, fairness, financial 2016 gender and nationality ambition. The Board their individual performance . literacy, commitment and desire for innovation . of Directors finds that being diverse in gender Additionally, the following competences and and nationality is of continued importance, and In 2020, the Board evaluation was facilitated 54% 62% experience should be represented: Global consequently in 2020 the Board of Directors externally by a consultant working exclusively business management, strategic operations and prolonged its gender and nationality ambition with Board effectiveness reviews. Overall, the governance . Healthcare industry and market to 2024. When including the employee-elected evaluation revealed good performance by the Shareholder-/employee-elected Board members Shareholder-elected Employee-elected access . Research and development, technology Board members, six members were Nordic and Board and good collaboration between the Board and digitalisation . M&A and external innovation seven were non-Nordic. Of these, five were and Executive Management . The evaluation sourcing . People leadership and change female and eight were male. resulted in continued focus on Board culture, 31% management . Finance and accounting . evolving the induction for new Board members, Please refer to the overview on page 44 for com- Danish Financial Statements Act, Novo Nordisk competency profile and informal time between petence profiles for shareholder-elected Board discloses current performance on diversity in the Board members, which had been affected by In accordance with sections 99b and 107d of the Board documentation and presentations, Board members. The Competence Profile is available at the social responsibility section. Novo Nordisk’s COVID-19. 69% novonordisk .com . diversity policy is available in that section . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 41 Remuneration Compliance with corporate governance codes Danish Corporate Disclosure regarding change of control In 2020, a new Remuneration Policy was adopted Novo Nordisk’s B shares are listed on Nasdaq Governance Recommendations The EU Takeover Bids Directive, as partially imple- by the Annual General Meeting describing Board Copenhagen and on the New York Stock not being fulfilled mented by the Danish Financial Statements Act, and Executive remuneration . The policy replaces Exchange (NYSE) as American Dipository Receipts Novo Nordisk’s Remuneration Principles and (ADRs) . was introduced to comply with changed EU leg- islation. The new policy is applicable to Board Today, Novo Nordisk adheres to all Danish remuneration as of 2020, while it is applicable to Corporate Governance Recommendations (2017) Executive remuneration as of 2021. Consequently, designated by Nasdaq Copenhagen except the Remuneration Principles applied to Board the five recommendations outlined under remuneration relating to the period up to and the heading 'Danish Corporate Governance including 2019 and to Executive remuneration Recommendations not being fulfilled'. for the period up to and including 2020. The Remuneration Policy and the Remuneration In addition, Novo Nordisk complies with the Principles are available at: Corporate Governance Standards of the NYSE https://www.novonordisk.com/about/ applicable to foreign private issuers . A summary corporate-governance/remuneration .html of the significant ways in which Novo Nordisk’s Novo Nordisk has prepared a separate NYSE Corporate Governance Standards can be Remuneration Report describing the remuner- found in Novo Nordisk’s Corporate Governance corporate governance practices differ from the ation awarded or due during 2020 to the Board Report 2020. members and Executives as registered with the Danish Business Authority . The Remuneration Novo Nordisk's compliance with and explanations Report will be submitted to the Annual General about the applicable corporate governance codes Meeting for an advisory vote . The Remuneration designated by Nasdaq Copenhagen and the New Report is available at: York Stock Exchange is available at https://www.novonordisk.com/about/ www.novonordisk.com/about/ corporate-governance/remuneration .html corporate-governance/recommendations-and -practices .html in accordance with section 107b of the Danish Financial Statements Act . 3.3.2 Disclosure of additional information about the Board members: Information on matters such as numbers of shares owned and changes during the year is disclosed in the Remuneration Report for 2020 and not in the management commentary . 3.4.2 Independence of Board committees: The majority of the members of the Nomination Committee and the Remuneration Committee are not independent . 3.4.6 Tasks of the Nomination Committee: Responsibility for succession manage- ment and recommending candidates for the Executive Management resides with the Chairmanship and not with the Nomination Committee . 3.4.7 Tasks of the Remuneration Committee: Responsibility for the remuneration pol- icy applicable to employees in general resides with Executive Management and not with the Remuneration Committee. 4.1.5 Termination payments: One executive employment contract entered into before 2008 allows for severance payments of more than 24 months’ fixed base salary plus pension contribution, and thus the total value of the remuneration relating to the notice period and of the severance payment exceeds two years of remuneration. requires listed companies to disclose information that may be of interest to the market and poten- tial take-over bidders, in particular in relation to disclosure of change-of-control provisions in material contracts . Novo Nordisk discloses that the Group has one significant agreement with a US payer which takes effect, alters or terminates upon a change of control of the Group. If effected, a takeover could – at the discretion of the relevant counter- party – lead to the termination of such agree- ment. Given the ownership structure of Novo Nordisk, the risk is considered to be remote . In relation to Executive Management, the current employment contracts allow for severance payments of up to 36 months' fixed base salary plus pension contributions in the event of a merger, acquisition or takeover of Novo Nordisk . For information about the ownership structure of Novo Nordisk, see 'Shares and capital structure' . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 42 Board of Directors Helge Lund — Chair Chair of the Board of Novo Nordisk A/S since 2018 (member for one year in 2014-2015 and again in 2017) and chair of the Nomination Committee since 2018 (member since 2017) . Positions and management duties: Operating advisor to Clayton Dubilier & Rice, US . Chair of the boards of BP p .l .c . UK and Inkerman Holding AS, Norway. Member of the boards of P/F Tjaldur, Faroe Islands and Belron SA, Luxembourg . Member of the board of Trustees of the International Crisis Group . Special competences: Extensive executive and board experience in large multinational companies and significant financial knowledge. Education: MBA from INSEAD, France (1991) and MA in Economics from the Norwegian School of Economics & Business Administration (NHH), Norway (1987). Jeppe Christiansen — Vice Chair Vice chair and member of the Board of Novo Nordisk A/S since 2013 . Chair of the Remuneration Committee since 2017 (member since 2015) . Positions and management duties: Chief Executive Officer of Maj Invest Holding A/S as well as board mem- ber and/or executive director of two wholly owned subsidiaries of this company, both in Denmark . Chair of Haldor Topsøe A/S, Emlika Holding ApS, and two wholly owned subsid- iaries of the latter company, and chair of JEKC Holding ApS . Board member of Novo Holdings A/S and KIRKBI A/S, Pluto Naturfonden and Randers Regnskov, all in Denmark . Member of the board of BellaBeat Inc ., US . Member of the board of Governors of Det Kgl . Vajsenhus, Denmark . Adjunct Professor, De- partment of Finance, Copenhagen Business School, Denmark . Special competences: Executive background and extensive experience within the financial sector, in particular in relation to financial and capital market issues as well as insight into the investor perspective . Education: MSc in Economics from University of Copenhagen, Denmark (1985) . Brian Daniels Member of the Board of Novo Nordisk A/S since 2016, member of the Remuneration Committee since 2018 and member of the Research & Development Committee since 2017 . Positions and management duties: Partner with 5AM Venture Management, LLC, member of the board at Caballeta Bio Inc ., and Artiva Biotherapeutics, all in the US . Special competences: Extensive experience in clinical development, medical affairs and corporate strategy across a broad range of therapeutic areas within the pharmaceutical industry, especially in the US . Education: MD from Washington University, St . Louis, US (1987), and MA in Metabolism and Nutritional Biochemistry (1981) and BSc in Life Sciences (1981), both from Massachusetts Institute of Technology, Cambridge, US . Laurence Debroux Member of the Board of Novo Nordisk A/S and member of the Audit Committee since 2019 . Andreas Fibig Member of the Board of Novo Nordisk A/S and member of the Audit Committee since 2018 . Positions and management duties: Group Chief Financial Officer, executive board member of Heineken N .V ., the Netherlands . Member of the board of Exor N .V ., the Netherlands, and of HEC Paris Business School, France . Special competences: Significant financial and accounting experience, extensive global experience within the pharmaceutical industry and experience from executive positions in major international companies . Education: Master's Degree from HEC Paris, Ecoles des Hautes Etudes Commerciales, France (1992) . Positions and management duties: Chair and Chief Executive Officer of International Flavors & Fragrances Inc ., US, Chair of the board of the German American Chamber of Commerce, and Executive Committee member of the World Business Council for Sustainable Development (WBCSD) . Special competences: Extensive global experience within biopharmaceutical companies, in-depth knowledge of strategy, sales and marketing and knowledge about how large international companies operate . Education: Degree in Marketing from Berlin School of Economics, Germany (1982) . Sylvie Grégoire Member of the Board of Novo Nordisk A/S and of the Audit Committee since 2015, member of the Research & Development Committee since 2017, and member of the Nomination Committee since 2018 . Positions and management duties: Executive Chair of the board of EIP Pharma, Inc ., and member of the board of Perkin Elmer Inc ., both in the US . Special competences: Deep knowledge of the regulatory environment in both the US and the EU, with experience of all phases of the product life cycle, including discovery, registration, pre-launch and managing the life cycle while on the market . Ms . Grégoire also has financial insight, including into P&L responsibility . Education: Pharmacy Doctorate degree from the State University of NY at Buffalo, US (1986), BA in Pharmacy from Laval University, Canada (1984), and Science College degree from Séminaire de Sherbrooke, Canada (1980) . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 43 Thomas Rantzau Member of the Board of Novo Nordisk A/S (employee representative) and member of the Research & Development Committee since 2018 . Positions and management duties: Area specialist in Product Supply, Novo Nordisk A/S . Education: Degree in food engineering from DTU, Denmark (2003) and diploma as dairy technician (1992) . Stig Strøbæk Member of the Board of Novo Nordisk A/S since 1998 (employee representative) and member of the Audit Committee since 2013 . Positions and management duties: Electrician and a full-time union representative in Novo Nordisk A/S . Education: Diploma in further training for board members from the Danish Employees’ Capital Pension Fund (LD) (2003), and diploma in electrical engineering (1984) . Mette Bøjer Jensen Member of the Board of Novo Nordisk A/S (employee representative) and member of the Nomination Committee since 2018 . Positions and management duties: Wash & Sterilisation Specialist in Product Supply, Novo Nordisk A/S . Education: Graduate Programme (HD) in Business Administration (Strategic management and business development) from Copenhagen Business School, Denmark (2010), and MSc in Biotechnology, Aalborg University, Denmark (2001) . Liz Hewitt Member of the Board of Novo Nordisk A/S since 2012, chair of the Audit Committee since 2015 (member since 2012) and member of the Remuneration Committee since 2018 . Positions and management duties: Member (senior independent director) of the board of Melrose Industries plc, UK, where she chairs the audit committee, and member of the board of National Grid plc, UK . Special competences: Extensive experience within the field of medical devices, significant financial knowledge, including mergers and acquisitions, and knowledge about how large international companies operate . Education: Qualified Chartered Accountant FCA (UK Institute of Chartered Accountants) (1982), and BSc (Econ Hons) from the University College in London, UK (1977) . Kasim Kutay Member of the Board of Novo Nordisk A/S and member of the Nomination Committee since 2017 and member of the Research & Development Committee since 2020 . Positions and management duties: Chief Executive Officer of Novo Holdings A/S, Denmark . Member of the board of Novozymes A/S, Denmark, of Evotec SE, Germany, and of the Life Sciences Advisory board of Gimv NV, Belgium . Special competences: Extensive experience as an investor in the life science sector . Mr Kutay manages an investment fund that invests in life science companies at all stages of development including the venture, growth and developed stages . Extensive experience as financial advisor to the pharmaceutical, biotechnology and medical device industries . Mr Kutay has also advised healthcare companies on an international basis including companies based in Europe, the US, Japan and India . Education: MSc in Economics (1987), and BSc in Economics (1986), both from the London School of Economics, UK . Anne Marie Kverneland Member of the Board of Novo Nordisk A/S since 2000 (employee representative) and member of the Remuneration Committee since 2017 . Positions and management duties: Laboratory technician and full-time union representative in Novo Nordisk A/S . Member of the Board of Directors of the Novo Nordisk Foundation since 2014 . Education: Degree in medical laboratory technology (laboratory technologist) from Copenhagen University Hospital, Denmark (1980) . Martin Mackay Member of the Board of Novo Nordisk A/S and chair of the Research & Development Committee since 2018 . Positions and management duties: Co-founded Rallybio LLC, US, in January 2018 and serves as chair of the board and CEO of the company and in an executive leadership role overseeing all research and non-research functions . Member of the board of 5:01 Acquisition Corporation, US. Senior advisor to New Leaf Venture Partners, LLC, US . Member of the board and chairs the Science and Technology Committee of Charles River Laboratories International, Inc ., US . Special competences: R&D executive with extensive experience in building a pipeline, acquiring products and managing the portfolio of early-stage and late-stage projects in large international pharmaceutical companies . Education: Doctorate/PhD from University of Edinburgh, UK (1984), and BSc (First Class Honours) in Microbiology from Heriot-Watt University, Edinburgh, UK (1979) . Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 4 4 Independence, meeting attendance and competence overview Name (male/female) First elected Term Nationality Born Independence2 Board of Directors Chairmanship Audit Committee8 Nomination Committee Remuneration Committee R&D Committee Competencies Meeting attendance in 20201 Helge Lund (m) 20173 2021 Norwegian Oct . 1962 Independent Jeppe Christiansen (m) 2013 2021 Danish Nov . 1959 Not independent 4 Laurence Debroux (f) 2019 2021 French Jul . 1969 Independent 9 Brian Daniels (m) 2016 2021 American Feb . 1959 Independent Andreas Fibig (m) 2018 2021 German Feb . 1962 Independent 5, 6 Sylvie Grégoire (f) 2015 2021 Canadian/American Nov . 1961 Independent 5, 6 Liz Hewitt (f) 2012 2021 British Nov . 1956 Independent 5, 6, 9 Mette Bøjer Jensen (f) 2018 2022 Danish Dec . 1975 Not independent 7 Kasim Kutay (m) 2017 2021 British May 1965 Not independent 4 Anne Marie Kverneland (f) 2000 2022 Danish Jul . 1956 Not independent 7 Martin Mackay (m) 2018 2021 American Apr . 1956 Independent Thomas Rantzau (m) 2018 2022 Danish Mar . 1972 Not independent 7 Stig Strøbæk (m) 1998 2022 Danish Jan . 1964 Not independent 5, 7 N/A (employee-elected) N/A (employee-elected) N/A (employee-elected) N/A (employee-elected) 1. Number of meetings attended by each Board member out of the total number of meetings within the member's term. 2. In accordance with recommendation 3.2.1 of the Danish Corporate Governance Recommendations as designated by Nasdaq Copenhagen. 3. In addition, Helge Lund was a member of the Board for one year in 2014-2015 4. Member of the Board of Directors or Executive Management of Novo Holdings A/S. 5. Pursuant to the US Securities Exchange Act, Ms Hewitt, Ms Grégoire, Ms Debroux and Mr Fibig qualify as independent Audit Committee members, while Mr Strøbæk relies on an exemption from the independence requirements. 6. Ms Hewitt, Ms Grégoire, Ms Debroux and Mr Fibig qualify as independent Audit Committee members as defined under part 8 of the Danish Act on Approved Auditors and Audit Firms. 7. Elected by employees of Novo Nordisk. 8. All members have relevant industry expertise. 9. Designated as financial experts as defined by the US Securities and Exchange Commission (SEC). Competencies and experiences to be represented among shareholder-elected Board members (see page 40) Global business management, strategic operations and governance Healthcare industry and market access Research and development, technology and digitalisation M&A and external innovation sourcing People leadership and change management Finance and accounting Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional information Novo Nordisk Annual Repor t 2020 / 45 Executive Management Lars Fruergaard Jørgensen — President and Chief Executive Officer (CEO) Monique Carter — Executive Vice President, People & Organisation Maziar Mike Doustdar1 — Executive Vice President, International Operations Ludovic Helfgott1 — Executive Vice President, Biopharm Karsten Munk Knudsen — Executive Vice President, Chief Financial Officer (CFO) Born: November 1966. Born: December 1973. Born: August 1970. Born: July 1974. Born: December 1971. Other positions and management duties: No other management positions . Other positions and management duties: No other management positions . Other positions and management duties: President of the Novo Nordisk Haemophilia Foundation Council . Other positions and management duties: Chair of the board of NNE A/S, Denmark . Other positions and management duties: Vice chair of the supervisory board and member of the audit committee and nomination committee of Carlsberg A/S, Denmark . As of 1 January 2021, vice president elect of the European Federation of Pharmaceutical Industries and Associations (EFPIA) . Doug Langa1 — Executive Vice President, North America Operations Born: October 1966. Other positions and management duties: No other management positions . Camilla Sylvest — Executive Vice President, Commercial Strategy & Corporate Affairs Born: November 1972. Other positions and management duties: Member of the board of Danish Crown A/S, Denmark and Vice Chair of the board of the World Diabetes Foundation, Denmark . Mads Krogsgaard Thomsen — Executive Vice President, Chief Science Officer (CSO) Henrik Wulff — Executive Vice President, Product Supply, Quality & IT Born: December 1960. Born: November 1970. Other positions and management duties: Member of the board of Ambu A/S, Denmark and member of the board of Grundfos Holding A/S, Denmark . Other positions and management duties: Member of the board of BB Biotech AG, Switzerland. Member of the editorial boards of international, peer-reviewed journals. Adjunct professor at the Faculty of Health and Medical Sciences of the University of Copenhagen, Denmark . 1. Not registered as executive with the Danish Business Authority . Novo Nordisk Annual Repor t 2020 / 46 Consolidated financial, environmental, social and governance statements 2020 Consolidated financial statements Income statement Cash flow statement Balance sheet Equity statement Notes to the consolidated financial statements Section 1 Basis of preparation 1.1 Principal accounting policies and key accounting estimates 1.2 Changes in accounting policies and disclosures Section 2 Results for the year 2.1 Net sales and rebates 2.2 Segment information 2.3 Research and development costs 2.4 Employee costs 2.5 Other operating income, net 2.6 Income taxes and deferred income taxes Section 3 Operating assets and liabilities 3.1 Intangible assets and property, plant and equipment 3.2 Leases 3.3 Inventories 3.4 Trade receivables 3.5 Retirement benefit obligations 3.6 Provisions and contingent liabilities 3.7 Other liabilities p. 47 p. 48 p. 49 p. 50 p. 51 p. 51 p. 52 p. 53 p. 55 p. 55 p. 56 p. 56 p. 58 p. 60 p. 61 p. 61 p. 62 p. 63 p. 64 Section 4 Capital structure and financial items 4.1 Earnings per share, distributions to shareholders, treasury Statement of environmental, social and governance (ESG) performance (supplementary information) Statement of ESG performance p. 81 shares, share capital and other reserves p. 65 p. 66 4.2 Financial risks p. 68 4.3 Derivative financial instruments 4.4 Borrowings p. 69 4.5 Cash and cash equivalents, financial reserves and free cash flow p. 69 p. 70 4.6 Change in working capital p. 70 4.7 Other non-cash items p. 71 4.8 Financial assets and liabilities p. 72 4.9 Financial income and expenses Section 5 Other disclosures 5.1 Share-based payment schemes 5.2 Commitments 5.3 Related party transactions 5.4 Fee to statutory auditors 5.5 General accounting policies 5.6 Companies in the Novo Nordisk Group p. 73 p. 75 p. 76 p. 76 p. 76 p. 77 Notes to the ESG statement Section 6 Basis of preparation Section 7 Environmental performance 7.1 Energy consumption for operations and share of renewable power 7.2 Water consumption for production sites 7.3 CO2 emissions from operations and transportation 7.4 Waste from production sites Section 8 Social performance 8.1 Patients reached with Novo Nordisk’s Diabetes care products 8.2 Donations and other contributions 8.3 Employees 8.4 Frequency of occupational accidents 8.5 Animals purchased for research 8.6 Gender diversity Section 9 Governance performance 9.1 Business ethics 9.2 Facilitations of the Novo Nordisk Way 9.3 Supplier audits 9.4 Product recalls 9.5 Failed inspections 9.6 Company trust 9.7 Total tax contribution 9.8 Breaches of environmental regulatory limit values p. 82 p. 83 p. 83 p. 83 p. 84 p. 84 p. 84 p. 85 p. 85 p. 85 p. 85 p. 86 p. 86 p. 86 p. 86 p. 86 p. 86 p. 87 p. 87 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 47 Income statement and statement of comprehensive income for the year ended 31 December DKK million Income statement Net sales Cost of goods sold Gross profit Note 2020 2019 2018 DKK million Note 2020 2019 2018 Statement of comprehensive income 2.1, 2.2 126,946 122,021 111,831 Net profit 42,138 38,951 38,628 2.2 20,932 20,088 17,617 106,014 101,933 94,214 Other comprehensive income: Items that will not be reclassified subsequently to the income statement: Sales and distribution costs 2.2 32,928 31,823 29,397 Research and development costs 2.2, 2.3 15,462 14,220 14,805 Remeasurements of retirement benefit obligations 3.5 (67) (187) 87 Administrative costs Other operating income, net Operating profit Financial income Financial expenses Profit before income taxes Income taxes Net profit Earnings per share Basic earnings per share (DKK) Diluted earnings per share (DKK) 2.2 2.2, 2.5 3,958 460 4,007 600 3,916 1,152 Items that will be reclassified subsequently to the income statement: Exchange rate adjustments of investments in subsidiaries (1,689) 226 491 54,126 52,483 47,248 Cash flow hedges: 4.9 4.9 1,628 2,624 65 3,995 2,122 1,755 Realisation of previously deferred (gains)/losses Deferred gains/(losses) incurred during the period 4.1, 4.3 4.1, 4.3 53,130 48,553 47,615 Other items 2.6 10,992 9,602 8,987 Tax on other comprehensive income, income/(expense) 2.6 42,138 38,951 38,628 Other comprehensive income, net of tax 329 1,384 10 (577) (610) 1,677 (329) 9 (231) 1,165 (2,027) (1,677) (27) 755 (2,398) Total comprehensive income 41,528 40,116 36,230 4.1 4.1 18.05 18.01 16.41 16.38 15.96 15.93 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationCash flow statement for the year ended 31 December Novo Nordisk Annual Repor t 2020 / 48 DKK million Cash flow statement Net profit Adjustment of non-cash items: Income taxes in the income statement Depreciation, amortisation and impairment losses Other non-cash items Change in working capital Interest received Interest paid Income taxes paid Note 2020 2019 2018 DKK million Note 2020 2019 2018 42,138 38,951 38,628 Dividends paid Purchase of treasury shares Repayment of borrowings 8,987 Proceeds from borrowings 4.1 4.1 4.4 4.4 (16,855) (15,334) (15,567) (20,121) (19,409) (19,048) (950) 5,682 (822) 81 — 94 10,992 5,753 7,849 9,602 5,661 7,032 2.6 3.1 4.7 4.6 (4,353) (3,388) (3,370) 100 (422) 64 (204) 51 (89) 2.6 (10,106) (10,936) (9,614) 3,925 Net cash used in financing activities (32,244) (35,484) (34,521) 6,098 Net cash generated from activities (2,729) (211) (1,985) Cash and cash equivalents at the beginning of the year 4.5 15,411 15,629 17,158 Reclassification of bank overdraft to financing activities Exchange gains/(losses) on cash and cash equivalents — (456) — (7) 412 44 Cash and cash equivalents at the end of the year 4.5 12,226 15,411 15,629 Net cash generated from operating activities 51,951 46,782 44,616 Purchase of intangible assets 3.1 (16,256) (2,299) (2,774) Proceeds from sale of property, plant and equipment 7 4 13 Purchase of property, plant and equipment 3.1 (5,825) (8,932) (9,636) Proceeds from other financial assets Purchase of other financial assets 12 — Investment in associated companies 5.3 (392) Proceeds from the divestment of Group and associated companies Dividend received from associated companies 5.3 — 18 148 (350) (97) (3) 20 178 (248) — 368 19 Net cash used in investing activities (22,436) (11,509) (12,080) Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationBalance sheet at 31 December DKK million Assets Intangible assets Property, plant and equipment Investments in associated companies Deferred income tax assets Other receivables and prepayments Other financial assets Total non-current assets Inventories Trade receivables Tax receivables Other receivables and prepayments Derivative financial instruments Cash at bank Total current assets Total assets Novo Nordisk Annual Repor t 2020 / 49 Note 2020 2019 DKK million Note 2020 2019 3.1 3.1 2.6 3.3 3.4 4.2, 4.3 18,536 27,734 289 4,161 2,332 4.2, 4.5 12,757 65,809 20,657 50,269 582 5,865 674 1,066 Equity and liabilities 5,835 Share capital 50,551 Treasury shares 474 Retained earnings 4,121 Other reserves 841 Total equity 1,334 Borrowings 79,113 63,156 Deferred income tax liabilities 17,641 Retirement benefit obligations 24,912 Provisions 806 Total non-current liabilities 3,434 188 15,475 62,456 Borrowings Trade payables Tax payables Other liabilities 144,922 125,612 Derivative financial instruments Provisions Total current liabilities Total liabilities Total equity and liabilities 4.1 4.1 470 (8) 480 (10) 63,774 57,817 4.1 (911) (694) 63,325 57,593 4.4 2.6 3.5 3.6 4.4 3.7 4.3 3.6 2,897 2,502 1,399 4,526 11,324 7,459 5,717 3,913 3,009 80 1,334 4,613 9,036 1,474 6,358 4,212 17,005 15,085 1,365 34,814 70,273 81,597 734 31,120 58,983 68,019 144,922 125,612 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 50 Equity statement at 31 December DKK million Share capital Treasury shares Retained earnings Other reserves 2020 Total Share capital Treasury shares Retained earnings Other reserves 2019 Total Share capital Treasury shares Retained earnings Other reserves 2018 Total Balance at the beginning of the year 480 (10) 57,817 (694) 57,593 490 (11) 53,406 (2,046) 51,839 500 (11) 48,887 439 49,815 Net profit Other comprehensive income Total comprehensive income Transfer of cash flow hedge reserve to intangible assets Transactions with owners: Dividends (note 4.1) Share-based payments (note 5.1) Tax related to restricted stock units Purchase of treasury shares (note 4.1) Reduction of the B share capital (note 4.1) Balance at the end of the year 42,138 (67) 42,071 (543) (543) 42,138 (610) 41,528 326 326 38,951 (187) 38,764 1,352 1,352 38,951 1,165 40,116 38,628 38,628 87 (2,485) (2,398) 38,715 (2,485) 36,230 (20,121) (20,121) (19,409) (19,409) (19,048) (19,048) 823 31 (16,847) 823 31 (16,855) — 63,774 (911) 63,325 363 18 (15,325) (9) 10 363 18 (15,334) — (10) 57,817 (694) 57,593 414 (5) (10) (15,557) 10 414 (5) (15,567) — (11) 53,406 (2,046) 51,839 (10) 490 (10) 480 (8) 10 (8) (10) 470 Slet tom linje, dog ikke i w-desk Refer to note 4.1 for details of movements in other reserves. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 51 Key accounting estimates and judgements The use of reasonable estimates and judgements is an essential part of the preparation of the consolidated financial statements. Given the uncertainties inherent in Novo Nordisk’s business activities, Management must make certain estimates regarding valuation and make judgements on the reported amounts of assets, liabilities, net sales, expenses and related disclosures. Applying materiality The consolidated financial statements are a result of processing large numbers of transactions and aggregating those transactions into classes according to their nature or function. The transactions are presented in classes of similar items in the consolidated financial statements. If a line item is not individually material, it is aggregated with other items of a similar nature in the consolidated financial statements or in the notes. Section 1 Basis of preparation 1.1 Principal accounting policies and key accounting estimates The consolidated financial statements included in this Annual Report have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and in accordance with IFRS as endorsed by the EU and further requirements in the Danish Financial Statements Act. All entities in the Novo Nordisk Group follow the same Group accounting policies. Measurement basis The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, equity investments and trade receivables in a factoring portfolio, which are measured at fair value. Except for the changes described in note 1.2, the principal accounting policies set out below have been applied consistently in the preparation of the consolidated financial statements for all the years presented. The general accounting policies are described in note 5.5. Principal accounting policies Novo Nordisk’s accounting policies are described in each of the individual notes to the consolidated financial statements. Accounting policies listed in the table below are regarded as the principal accounting policies applied by Management. Rigth indent i den bredde kolonne 8px The key accounting estimates identified are those that have a significant risk of resulting in a material adjustment to the measurement of assets and liabilities in the following reporting period. An example being the estimation of US sales deductions and provisions for sales rebates. Management bases its estimates on historical experience and various other assumptions that are held to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed on an ongoing basis. If necessary, changes are recognised in the period in which the estimate is revised. Management considers the key accounting estimates to be reasonable and appropriate based on currently available information. The actual amounts may differ from the amounts estimated as more detailed information becomes available. In addition, Management makes judgements in the process of applying the entity’s accounting policies, for example the classification of a transaction as an asset acquisition or a business combination. Management regards those listed below as the key accounting estimates and judgements used in the preparation of the consolidated financial statements. Please refer to the specific notes for further information on the key accounting estimates and judgements as well as assumptions applied. Principal accounting policies Key accounting estimates and judgements Note Estimation risk US net sales and rebates Estimate of US sales deductions and provisions for sales rebates Income taxes and deferred income taxes Judgement and estimate regarding deferred income tax assets and provision for uncertain tax positions Intangible assets Estimate regarding impairment of assets and judgement of whether a transaction is an asset acquisition or a business combination Inventories Estimate of indirect production costs capitalised and inventory write-down Provisions and contingent liabilities Estimate of ongoing legal disputes, litigation and investigations 2.1 2.6 3.1 3.3 3.6 High Medium Low Low Medium Management provides specific disclosures required by IFRS unless the information is not applicable or is considered immaterial to the decision- making of the primary users of these financial statements. 1.2 Changes in accounting policies and disclosures Adoption of new or amended IFRSs Management has assessed the impact of new or amended and revised accounting standards and interpretations (IFRSs) issued by the IASB and IFRSs endorsed by the European Union effective on or after 1 January 2020. The Group adopted the amendments to IFRS 3 for the first time in 2020. The amendments narrow and clarify the definition of a business and permit a simplified assessment of whether an acquired set of activities and assets is a group of assets rather than a business (concentration test). The amendments are applied prospectively to all business combinations and asset acquisitions with an acquisition date on or after 1 January 2020. It is assessed that application of other new amendments effective from 1 January 2020 has not had a material impact on the consolidated financial statements in 2020. Furthermore, Management does not anticipate any significant impact on future periods from the adoption of these new amendments. Adoption of new or amended IFRSs in prior periods As of 1 January 2019, Novo Nordisk applied IFRS 16 'Leases' for the first time. The standard was implemented using the modified retrospective approach. On transition to IFRS 16 the Group recognised an additional DKK 3,778 million of right-of-use assets and DKK 3,988 million of lease liabilities. The implementation did not have any impact on equity. As of 1 January 2018, Novo Nordisk applied IFRS 9 'Financial Instruments' and IFRS 15 'Revenue from contracts with customers' for the first time. The impact of the implementation of IFRS 9 and IFRS 15 was immaterial in relation to recognition and measurement. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationManuel Knib som tidligere Section 2 Results for the year 2.1 Net sales and rebates Gross-to-net sales reconciliation DKK million Gross sales 2020 2019 2018 298,187 270,431 230,701 US Managed Care and Medicare (96,716) (84,202) (65,207) US wholesaler charge-backs (37,036) (33,772) (29,469) US Medicaid rebates (17,307) (14,365) (11,950) Other US discounts and sales returns Non-US rebates, discounts and sales returns Total gross-to-net sales adjustments (10,867) (8,280) (6,606) (9,315) (7,791) (5,638) (171,241) (148,410) (118,870) Net sales 126,946 122,021 111,831 Provisions for sales rebates DKK million 2020 2019 2018 At the beginning of the year 30,878 25,760 20,374 Additional provisions, including increases to existing provisions 111,921 102,782 82,631 Amount paid during the year (106,116) (98,655) (78,647) Adjustments, including unused amounts reversed during the year 166 Effect of exchange rate adjustment (2,797) 381 610 386 1,016 At the end of the year 34,052 30,878 25,760 Pricing mechanisms in the US market In the US, sales rebates are paid in connection with public healthcare insurance programmes, namely Medicare and Medicaid, as well as rebates to pharmacy benefit managers (PBMs) and managed healthcare plans. Key customers in the US include private payers, PBMs and government payers. PBMs and managed healthcare plans play a role in negotiating price concessions with drug manufacturers for both the commercial and government channels, and determine which drugs are covered on their formularies (or 'preferred drug lists'). US Managed Care and Medicare For Managed Care and Medicare, rebates are offered to a number of PBMs and managed healthcare plans. These rebate programmes allow the customer to receive a rebate after attaining certain performance parameters relating to formulary status or pre-established market shares thresholds. Rebates are estimated according to the specific terms in each agreement, historical experience, anticipated channel mix, growth rates and market share information. Novo Nordisk adjusts the provision periodically to reflect actual sales performance. Managed Care and Medicare rebates are generally settled around 100 days from the transaction date. US wholesaler charge-backs Wholesaler charge-backs relate to contractual arrangements between Novo Nordisk and indirect customers in the US whereby products are sold at contract prices lower than the list price originally charged to wholesalers. A wholesaler charge-back represents the difference between the invoice price to the wholesaler and the indirect customer’s contract price. Accruals are calculated for estimated charge-backs using a combination of factors such as historical experience, current wholesaler inventory levels, contract terms and the value of claims received but not yet processed. Wholesaler charge- backs are generally settled within 30 days after receipt of claim. US Medicaid rebates Medicaid is a government insurance programme. Medicaid rebates have been estimated using a combination of historical experience, product and population growth, price changes, and the impact of contracting strategies. The calculation also involves interpretation of relevant regulations that are subject to changes in interpretative guidance from government authorities. Novo Nordisk adjusts the provision periodically to reflect actual sales performance. Medicaid rebates are generally settled around 150 days from the transaction date. Sales discounts and sales rebates are predominantly issued in the US. As such, rebates amount to 74% of gross sales in the US (71% in 2019 and 68% in 2018). Provisions for sales rebates includes US Managed Care, Medicare, Medicaid and other minor US rebate types, as well as rebates in a number of European countries and Canada. Other US and non-US discounts and sales returns Other discounts are provided to distributors, wholesalers, hospitals, pharmacies, etc. They are usually linked to sales volume or provided as cash discounts. Discounts are calculated based on historical data and recorded as a reduction in gross sales at the time the related sales are recorded. Sales returns relate to damaged or expired products. Novo Nordisk Annual Repor t 2020 / 52 Other net sales disclosures In 2020, Novo Nordisk had three major wholesalers distributing products in the US, representing 19%, 13% and 12% respectively of total net sales (19%, 14% and 12% in 2019 and 20%, 13% and 13% in 2018). Sales to these three wholesalers are within both Diabetes and Obesity care and Biopharm. Net sales to be recognised from fulfilling existing customer contracts containing fixed or minimum sales volumes, with an original term greater than 12 months, are expected to be DKK 431 million within 12 months (DKK 544 million in 2019) and DKK 216 million thereafter (DKK 32 million in 2019). Novo Nordisk's sales are impacted by exchange rate changes. Refer to note 4.2 for development in key exchange rates. Accounting policies Revenue from sale of goods is recognised when Novo Nordisk has transferred control of products sold to the buyer and it is probable that Novo Nordisk will collect the consideration to which it is entitled for transferring the products. Control of the products is transferred at a point in time, typically on delivery. The amount of sales to be recognised is based on the consideration Novo Nordisk expects to receive in exchange for its goods. When sales are recognised, Novo Nordisk also records estimates for a variety of sales deductions, including product returns as well as rebates and discounts to government agencies, wholesalers, health insurance companies, managed healthcare organisations and retail customers. Sales deductions are recognised as a reduction of gross sales to arrive at net sales, by assessing the expected value of the sales deductions (variable consideration). Where contracts contain customer acceptance criteria, Novo Nordisk recognises sales when the acceptance criteria are satisfied. In some markets, Novo Nordisk sells products on a sale-or-return basis. Where there is historical experience or a reasonably accurate estimate of future returns, estimated product returns are recorded as a reduction in sales. Where shipments of new products are made on a sale-or-return basis, without sufficient historical experience for estimating sales returns, revenue is recorded based on estimated demand and acceptance rates for well- established products with similar market characteristics. If similar market characteristics do not exist, revenue is recorded when there is evidence of consumption or when the right of return has expired. Unsettled rebates are recognised as provisions when the timing or amount is uncertain (note 3.6). Where absolute amounts are known, the rebates are recognised as other liabilities. Wholesaler charge-backs are netted against trade receivable balances. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationThe impact of foreign currency hedging is recognised in the income statement in financial items. Please refer to notes 4.2, 4.3 and 4.9 for more details on hedging. 2.2 Segment information Business segments – Key figures Key accounting estimates of sales deductions and provisions for sales rebates Sales deductions are estimated and provided for at the time the related sales are recorded. These estimates of unsettled rebate, discount and product return obligations require use of significant judgement, as not all conditions are known at the time of sale, for example total sales volume to a given customer. DKK million Total net sales Cost of goods sold Sales and distribution costs The estimates are based on analyses of existing contractual obligations and historical experience. Provisions are calculated on the basis of a percentage of sales for each product as defined by the contracts with the various customer groups. Provisions for sales rebates are adjusted to actual amounts as rebates, discounts and returns are processed. Research and development costs 13,535 12,128 12,222 Administrative costs Other operating income, net 3,387 264 3,346 309 3,266 538 Operating profit Operating margin 43,744 42,637 37,842 10,382 40.5% 41.5% 40.3% 54.9% Novo Nordisk Annual Repor t 2020 / 53 Diabetes and Obesity care Biopharm Total 2020 2019 2018 2020 2019 2018 2020 2019 2018 108,020 102,840 93,904 18,926 19,181 17,927 126,946 122,021 111,831 17,715 29,903 16,309 14,716 28,729 26,396 3,217 3,025 1,927 571 196 3,779 3,094 2,092 661 291 9,846 51.3% 2,901 3,001 2,583 650 614 20,932 32,928 15,462 3,958 460 20,088 17,617 31,823 29,397 14,220 14,805 4,007 600 3,916 1,152 9,406 54,126 52,483 47,248 52.5% 42.6% 43.0% 42.2% Novo Nordisk considers the provisions established for sales rebates to be reasonable and appropriate based on currently available information. However, the actual amount of rebates and discounts may differ from the amounts estimated by Management as more detailed information becomes available. Depreciation, amortisation and impairment losses expensed 4,624 3,916 3,210 1,129 1,745 715 5,753 5,661 3,925 Novo Nordisk operates in two business segments based on therapies: Diabetes and Obesity care and Biopharm, representing the entirety of the Group's operations. Geographical areas Sales to external customers attributed to the US are collectively the most material to the Group. The US and Mainland China are the only territories where sales contribute 10% or more of total net sales. The segments include research, development, manufacturing and marketing of products within the following areas: – Diabetes and Obesity care: insulin, GLP-1 and related delivery systems, oral antidiabetic products (OAD), obesity and other serious chronic diseases. – Biopharm: haemophilia, growth disorders and hormone replacement therapy. Segment performance is evaluated on the basis of operating profit, consistent with the consolidated financial statements. Financial income and expenses, and income taxes are managed at Group level and are not allocated to business segments. There are no sales or other transactions between the business segments. Costs have been split between business segments according to a specific allocation. In addition, a small number of corporate overhead costs are allocated systematically between the segments. Other operating income has been allocated to the two segments based on the same principle. Accounting policies Operating segments are reported in a manner consistent with the internal reporting provided to Executive Management and the Board of Directors. We consider Executive Management to be the operating decision-making body, as all significant decisions regarding business development and direction are taken in this forum. In 2020 Novo Nordisk operated in two main commercial units: – International Operations – EMEA: Europe, the Middle East and Africa. – China: Mainland China, Hong Kong and Taiwan. – Rest of World: All other countries except for North America. – North America Operations (the US and Canada) International Operations was reorganised with effect from 1 April 2020, and the geographical reporting has been amended to reflect the new organisation. Amounts for 2018 and 2019 have been restated. Refer to note 5.6 for an overview of companies in the Novo Nordisk Group based on geographical areas. The country of domicile is Denmark, which is part of EMEA. Denmark is immaterial to Novo Nordisk’s activities in terms of sales as 99.7% of total sales are realised outside Denmark. Sales are attributed to geographical areas according to the location of the customer. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNet sales – Business segments and geographical areas DKK million 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 Total IO EMEA China Rest of World Total NAO Of which the US Total International Operations Total North America Operations Total Novo Nordisk net sales Novo Nordisk Annual Repor t 2020 / 54 Diabetes and Obesity care segment: Long-acting insulin – of which Tresiba® – of which Xultophy® – of which Levemir® 9,959 9,035 7,942 6,451 5,955 5,289 1,471 1,059 814 2,037 2,021 1,839 8,480 11,741 12,902 7,962 11,271 12,600 18,439 20,776 20,844 4,407 3,477 2,764 2,574 1,983 1,479 418 1,789 1,493 1,085 1,605 1,407 1,060 1 87 — 16 — 3,763 4,065 4,093 2,272 2,565 2,750 1,052 972 798 183 439 86 528 1,415 1,407 1,269 4,561 5,782 5,271 4,191 5,500 5,192 8,968 9,259 25 655 717 529 642 708 528 2,444 2,210 545 3,264 5,242 7,102 3,129 5,063 6,880 7,027 9,307 11,195 8,035 1,614 Premix insulin 10,246 9,707 8,862 2,959 3,160 3,034 4,852 4,306 3,783 2,435 2,241 2,045 – of which Ryzodeg® 1,291 993 714 321 237 152 39 4 — 931 752 562 – of which NovoMix®/NovoLog Mix® 8,955 8,714 8,148 2,638 2,923 2,882 4,813 4,302 3,783 1,504 1,489 1,483 679 — 679 871 1,332 — — 871 1,332 652 — 652 839 1,294 10,925 10,578 10,194 — — 1,291 993 714 839 1,294 9,634 9,585 9,480 Fast-acting insulin – of which Fiasp® 10,808 10,304 9,332 6,584 6,422 5,931 2,075 1,753 1,450 2,149 2,129 1,951 7,505 8,999 10,021 7,101 8,592 9,634 18,313 19,303 19,353 832 617 357 764 585 357 — — — 68 32 — 553 626 233 519 597 211 1,385 1,243 590 – of which NovoRapid®/NovoLog® 9,976 9,687 8,975 5,820 5,837 5,574 2,075 1,753 1,450 2,081 2,097 1,951 6,952 8,373 9,788 6,582 7,995 9,423 16,928 18,060 18,763 Human insulin Total insulin Victoza® Ozempic® Rybelsus® Total GLP-1 7,339 7,361 7,348 2,370 2,438 2,592 2,655 2,847 2,821 2,314 2,076 1,935 1,534 1,675 1,917 1,431 1,552 1,778 8,873 9,036 9,265 38,352 36,407 33,484 18,364 17,975 16,846 11,053 9,965 8,868 8,935 8,467 7,770 18,198 23,286 26,172 17,146 22,254 25,306 56,550 59,693 59,656 7,095 7,249 6,240 4,251 4,713 4,337 1,033 898 521 1,811 1,638 1,382 11,652 14,685 18,093 11,292 14,217 17,561 18,747 21,934 24,333 3,634 1,143 36 — 39 — 3,112 36 969 — 39 — 10 — — — — — 512 174 — 17,577 10,094 1,757 16,650 9,599 1,634 21,211 11,237 1,796 — — — 1,837 50 — 1,826 50 — 1,873 50 — 10,765 8,392 6,279 7,399 5,682 4,376 1,043 898 521 2,323 1,812 1,382 31,066 24,829 19,850 29,768 23,866 19,195 41,831 33,221 26,129 Other Diabetes care 2,946 3,389 3,360 725 1,052 1,064 1,546 1,647 1,672 675 690 624 1,085 858 890 943 705 733 4,031 4,247 4,250 Total Diabetes care 52,063 48,188 43,123 26,488 24,709 22,286 13,642 12,510 11,061 11,933 10,969 9,776 50,349 48,973 46,912 47,857 46,825 45,234 102,412 97,161 90,035 Obesity care (Saxenda®) 2,118 2,083 1,211 1,124 981 547 10 9 1 984 1,093 663 3,490 3,596 2,658 3,230 3,348 2,446 5,608 5,679 3,869 Diabetes and Obesity care total 54,181 50,271 44,334 27,612 25,690 22,833 13,652 12,519 11,062 12,917 12,062 10,439 53,839 52,569 49,570 51,087 50,173 47,680 108,020 102,840 93,904 Biopharm segment: Haemophilia 5,708 5,946 5,572 3,579 3,646 3,604 – of which NovoSeven® – of which NovoEight® 3,996 4,502 4,424 2,352 2,577 2,694 1,127 1,143 1,046 790 844 836 Growth disorders (Norditropin®) 4,832 4,225 4,000 2,220 1,960 1,972 1,108 1,122 1,017 886 912 817 Other Biopharm Biopharm total 361 345 16 66 5 284 269 15 36 5 199 194 5 20 4 1,768 2,016 1,769 3,954 4,335 4,004 3,675 4,031 3,723 9,662 10,281 9,576 1,299 1,656 1,536 3,207 3,617 3,457 3,089 3,454 3,278 7,203 8,119 321 284 205 335 382 308 312 358 291 1,462 1,525 2,546 2,229 2,008 2,872 3,050 2,834 2,854 3,035 2,823 7,704 7,275 7,881 1,354 6,834 217 205 196 452 503 500 208 247 262 1,560 1,625 1,517 Total sales by geographical area 65,829 61,564 54,923 34,297 32,208 29,226 14,084 12,844 11,285 17,448 16,512 14,412 61,117 60,457 56,908 57,824 57,486 54,488 126,946 122,021 111,831 Total sales growth as reported 6.9% 12.1% 2.3% 6.5% 10.2% 2.5% 9.7% 13.8% 5.4% 5.7% 14.6% (0.3%) 1.1% 6.2% (1.9%) 0.6% 5.5% (2.4%) 4.0% 9.1% 0.1% 11,648 11,293 10,589 6,685 6,518 6,393 432 325 223 4,531 4,450 3,973 7,278 7,888 7,338 6,737 7,313 6,808 18,926 19,181 17,927 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information2.3 Research and development costs DKK million Employee costs (note 2.4) 2020 6,269 2019 5,968 2018 6,288 Amortisation and impairment losses, intangible assets (note 3.1) Depreciation and impairment losses, property, plant and equipment (note 3.1) Other research and development costs 1,025 522 769 724 783 468 7,444 6,947 7,280 Total research and development costs 15,462 14,220 14,805 As percentage of net sales 12.2% 11.7% 13.2% Novo Nordisk’s research and development is mainly focused on: Accounting policies Novo Nordisk expenses all research costs. In line with industry practice, internal and subcontracted development costs are also expensed as they are incurred, due to significant regulatory uncertainties and other uncertainties inherent in the development of new products. This means that they do not qualify for capitalisation as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. Costs for post-approval activities that are required by authorities as a condition for obtaining regulatory approval are recognised as research and development costs. Research and development costs primarily comprise employee costs, and internal and external costs related to execution of studies, including manufacturing costs and facility costs of the research centres. The costs also comprise amortisation, depreciation and impairment losses related to software and property, plant and equipment used in the research and development activities. Impairment losses recognised on intangible assets not yet available for use related to research and development projects are presented in research and development costs. – Insulins, GLP-1s and other therapeutic new antidiabetic drugs for diabetes treatment. – GLP-1s, combinations and new modes of action for Obesity care. – Blood-clotting factors and new modes of action for treatment of Certain research and development activities are recognised outside research and development costs: – Royalty expenses paid to partners after regulatory approval are expensed haemophilia and other rare blood disorders. as cost of goods sold. – Human growth hormone and new modes of action for treatment of growth – Royalty income received from partners is recognised as part of other disorders and other rare endocrine disorders. operating income, net. – New modes of action including GLP-1 and stem cells for treatment of – Contractual research and development obligations to be paid in the future NASH, cardiovascular disease, Alzheimer's disease, chronic kidney disease and Parkinson's disease, among others. are disclosed separately as commitments in note 5.2. The research activities mainly utilise biotechnological methods based on advanced protein chemistry and protein engineering. These methods have played a key role in the development of the production technology used to manufacture insulin, GLP-1, recombinant blood-clotting factors and human growth hormone. Research activities further focus on new technology platforms including stem cells and developing RNAi therapies for liver- related cardio-metabolic diseases. Research and development activities are carried out by Novo Nordisk’s research and development centres, mainly in Denmark, the US, the UK and China. Clinical trials are carried out all over the world. Novo Nordisk also enters into partnerships and licence agreements. Novo Nordisk Annual Repor t 2020 / 55 2.4 Employee costs DKK million 2020 2019 2018 Wages and salaries 26,778 25,335 25,259 Share-based payment costs (note 5.1) Pensions – defined contribution plans Pensions – defined benefit plans (note 3.5) Other social security contributions Other employee costs 823 363 414 1,961 1,910 1,791 138 1,862 2,044 151 1,963 2,203 73 1,901 2,087 Total employee costs for the year 33,606 31,925 31,525 Employee costs capitalised as intangible assets and property, plant and equipment Change in employee costs capitalised as inventories Total employee costs in the income statement Included in the income statement: (1,279) (1,314) (1,500) (60) (139) (105) 32,267 30,472 29,920 Cost of goods sold 8,896 8,134 8,164 Sales and distribution costs 14,146 13,463 12,214 Research and development costs Administrative costs Other operating income, net Total employee costs in the income statement 6,269 2,848 108 5,968 2,679 228 6,288 2,755 499 32,267 30,472 29,920 Number of employees 2020 2019 2018 Average number of full-time employees Year-end number of full-time employees Employees (total) 43,759 42,218 42,881 44,723 45,323 42,703 42,672 43,258 43,202 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationRemuneration to Executive Management and Board of Directors 2.6 Income taxes and deferred income taxes DKK million Salary and short-term incentive Pension Benefits Long-term incentive1 Severance payments Executive Management in total2 Fee to Board of Directors2 Total 2020 119 26 10 52 — 207 17 224 2019 120 26 14 40 — 200 19 219 2018 102 22 4 22 28 178 17 195 1. Please refer to note 5.1 for further information. 2. Total remuneration for registered members of Executive Management amounts to DKK 141 million (DKK 135 million in 2019 and DKK 142 million in 2018). All members of the Board of Directors are registered. Accounting policies Wages, salaries, social security contributions, annual leave and sick leave, bonuses and non-monetary benefits are recognised in the year in which the associated services are rendered by employees of Novo Nordisk. Where Novo Nordisk provides long-term employee benefits, the costs are accrued to match the rendering of the services by the employees concerned. 2.5 Other operating income, net Accounting policies Other operating income, net, comprises licence income and income of a secondary nature in relation to the main activities of Novo Nordisk. Licence income from royalties on net sales is recognised as the underlying customers' sale occurs and from sales milestones once the contingent sale milestone is achieved in accordance with the terms of the relevant agreement. Income from the transfer of the right to use intellectual property may contain development or regulatory milestones (variable consideration) on which the income is recognised when the significant uncertainties in achieving the milestones are resolved, due to the significant uncertainties inherent in the development of pharmaceutical products. Operating profit from the wholly owned subsidiary NNE A/S, not related to Novo Nordisk’s main activities, is recognised as other operating income. Other operating income also includes income from sale of intellectual property rights. Novo Nordisk Annual Repor t 2020 / 56 2020 2019 2018 4,262 7,774 6,640 4,508 2,258 2,376 1,336 904 598 9,614 Income taxes expensed DKK million 2020 2019 2018 Current tax on profit for the year 11,557 11,275 10,469 Deferred tax on profit for the year 1,105 (1,559) (1,007) Tax on profit for the year 12,662 9,716 9,462 Income taxes paid DKK million Income taxes paid in Denmark for current year Income taxes paid outside Denmark for current year Income taxes paid/repayments relating to prior years Current tax adjustments recognised for prior years Deferred tax adjustments recognised for prior years Income taxes in the income statement Tax on other comprehensive income for the year, (income)/expense (563) (191) (522) Income taxes paid 10,106 10,936 (1,107) 77 47 In 2020, income taxes paid in Denmark and paid outside Denmark are impacted by transfers of intellectual property rights related to acquisitions. 10,992 9,602 8,987 577 231 (755) Swiss tax reform In 2019, a tax reform was passed in Switzerland. The tax reform has a minor positive impact on the effective tax rate, driven by a non-recurring increase to deferred tax assets. Computation of effective tax rate DKK million 2020 2019 2018 Statutory corporate income tax rate in Denmark Deviation in foreign subsidiaries’ tax rates compared to the Danish tax rate (net) Non-taxable income less non-tax- deductible expenses (net) Other adjustments (net) Effective tax rate 22.0% 22.0% 22.0% (2.5%) (2.1%) (1.9%) (0.2%) 1.4% 20.7% 0.1% (0.2%) 19.8% (0.2%) (1.0%) 18.9% The deviation in foreign subsidiaries' tax rates from the Danish tax rate is mainly driven by Swiss business activities. Other adjustments in 2020 comprise of tax related to acquisitions and subsequent transfers of intellectual property rights (around 4%) countered by clarification of tax uncertainties, settlement of tax cases and adjustment of prior years. Accounting policies The tax expense for the period comprises current and deferred tax. It also includes adjustments to previous years and changes in provisions for uncertain tax positions. Tax is recognised in the income statement except to the extent that it relates to items recognised in equity or other comprehensive income. Provisions for ongoing tax disputes are included as part of deferred tax assets, tax receivables and tax payables. Deferred income taxes arise from temporary differences between the accounting and tax values of the individual consolidated companies and from realisable tax loss carry-forwards. The tax value of tax loss carry- forwards is included in deferred tax assets to the extent that these are expected to be utilised in future taxable income. The deferred income taxes are measured according to current tax rules and at the tax rates assumed in the year in which the assets are expected to be utilised. In general, the Danish tax rules related to dividends from group companies provide exemption from tax for most repatriated profits. A provision for withholding tax is only recognised if a concrete distribution of dividends is planned. The unrecognised potential withholding tax amounts to DKK 337 million (DKK 315 million in 2019). The value of future tax deductions in relation to share programmes is recognised as deferred tax, until the shares are paid out to the employees. Any estimated excess tax deduction compared to the costs realised in the income statement is charged to equity. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationManagement judgement regarding recognition of deferred income tax assets and provisions for uncertain tax positions Novo Nordisk is subject to income taxes around the world. Significant judgement and estimates are required in determining the worldwide accrual for income taxes, deferred income tax assets and liabilities, and provisions for uncertain tax positions. Novo Nordisk recognises deferred income tax assets if it is probable that sufficient taxable income will be available in the future, against which the temporary differences and unused tax losses can be utilised. Management has considered future taxable income and applied its judgement in assessing whether deferred income tax assets should be recognised. In the course of conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Management judgement is applied to assess the possible outcome of such disputes. The 'most probable outcome' method is applied when making provisions for uncertain tax positions, and Novo Nordisk considers the provisions made to be adequate. However, the actual obligation may deviate and depends on the result of litigation and settlements with the relevant tax authorities. Novo Nordisk Annual Repor t 2020 / 57 Property, plant and equipment Intangible assets Inventories Liabilities Other Offset within countries Total Development in deferred income tax assets and liabilities DKK million 2020 Net deferred tax asset/(liability) at 1 January Income/(charge) to the income statement Income/(charge) to other comprehensive income Income/(charge) to equity Acquisition of subsidiaries Effect of exchange rate adjustment (1,591) (718) (47) (2,883) — — — 24 92 (92) — 1 1,811 963 (216) — — (2) Net deferred tax asset/(liability) at 31 December (1,614) (3,600) 2,556 Classified as follows: Deferred tax asset at 31 December 755 46 2,568 Deferred tax liability at 31 December (2,369) (3,646) (12) 2019 Net deferred tax asset/(liability) at 1 January Change in accounting policy, leases Income/(charge) to the income statement Income/(charge) to other comprehensive income Income/(charge) to equity Disposal of subsidiaries Effect of exchange rate adjustment (703) (865) (5) — — — (18) (564) — (155) — — — 1 973 — 820 18 — — — 3,452 1,449 16 — — (300) 4,617 4,895 (278) 2,402 865 133 47 — (18) 23 1,087 520 (469) 20 276 (30) — 4,041 2 (577) (72) 276 (307) 3,363 1,404 — 2,903 (5,302) 5,865 (1,499) 5,302 (2,502) 667 — 689 (296) 18 — 9 — 2,775 — 1,482 (231) 18 (18) 15 Net deferred tax asset/(liability) at 31 December (1,591) (718) 1,811 3,452 1,087 — 4,041 Classified as follows: Deferred tax asset at 31 December 769 58 3,428 Deferred tax liability at 31 December (2,360) (776) (1,617) 3,580 (128) 1,843 (5,557) 4,121 (756) 5,557 (80) The total tax value of unrecognised tax loss carry-forwards amounts to DKK 628 million in 2020 (DKK 144 million in 2019). Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information Section 3 Operating assets and liabilities 3.1 Intangible assets and property, plant and equipment Of total property, plant and equipment and intangible assets, DKK 44,431 million is located in Denmark (DKK 28,322 million in 2019) and DKK 18,750 million is located in the US (DKK 20,256 million in 2019) where the Group's main production, filling, packaging, moulding, assembly facilities and intangible assets are located. Novo Nordisk Annual Repor t 2020 / 58 DKK million 2020 Patents and licences Software and other intangibles Total intangible assets Land and buildings Plant and machinery Other equipment Assets under construction Property, plant and equipment Cost at the beginning of the year 7,270 2,560 9,830 30,260 27,594 6,215 20,351 84,420 Additions during the year Disposals during the year Transfer and reclassifications Effect of exchange rate adjustment 15,906 (698) — (74) 396 16,302 — — (20) (698) — (94) 741 (119) 7,440 (813) 506 (583) 4,586 (600) Cost at the end of the year 22,404 2,936 25,340 37,509 31,503 490 (122) 4,560 (16) 515 (12,541) 6,297 (840) — (222) 6,876 (1,556) (3,191) 10,798 86,686 Amortisation/depreciation and impairment losses at the beginning of the year Amortisation/depreciation for the year Impairment losses for the year Amortisation/depreciation and impairment losses reversed on disposals during the year Effect of exchange rate adjustment Amortisation/depreciation and impairment losses at the end of the year Carrying amount at the end of the year 2,643 889 350 (698) (49) 3,135 19,269 2019 1,352 207 — — (11) 1,548 1,388 11,528 18,888 3,453 3,995 1,096 350 (698) (60) 1,859 1,500 14 69 (119) (346) (581) (432) 4,683 12,936 19,444 20,657 24,573 12,059 — — 16 (16) — — 33,869 4,180 127 (831) (928) 36,417 10,798 50,269 821 28 (115) (150) 4,037 2,839 Cost at the beginning of the year 5,247 2,412 7,659 25,401 25,412 4,779 16,846 72,438 Change in accounting policy, leases Additions during the year Disposals during the year Transfer and reclassifications Effect of exchange rate adjustment — 1,958 — — 65 — 221 (79) — 6 — 2,179 (79) — 71 3,291 555 (407) 1,277 143 — 350 (504) 2,248 88 487 498 (244) 665 30 — 7,580 3,778 8,983 (74) (1,229) (4,190) 189 — 450 Cost at the end of the year 7,270 2,560 9,830 30,260 27,594 6,215 20,351 84,420 Amortisation/depreciation and impairment losses at the beginning of the year 1,390 1,124 2,514 Amortisation/depreciation for the year Impairment losses for the year Amortisation/depreciation and impairment losses reversed on disposals during the year Effect of exchange rate adjustment 312 914 — 27 Amortisation and impairment losses at the end of the year 2,643 Carrying amount at the end of the year 4,627 175 68 (18) 3 1,352 1,208 487 982 (18) 30 3,995 5,835 17,871 2,906 9,770 1,818 57 (160) 43 1,410 70 (504) 41 11,528 18,888 18,732 8,706 — — 74 (74) — — 30,547 3,971 221 (967) 97 33,869 20,351 50,551 743 20 (229) 13 3,453 2,762 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 59 Intangible assets Amortisation and impairment losses DKK million Cost of goods sold Sales and distribution costs Research and development costs Administrative costs Other operating income, net Total amortisation and impairment loss Total amortisation Total impairment losses 2020 369 40 1,025 10 2 1,446 1,096 350 capitalised and subsequent milestone payments payable on achievement of a contingent event will be capitalised on the contingent event being probable of being achieved. 2019 2018 916 24 522 3 4 1,469 487 982 208 15 769 2 6 1,000 1,000 — Amortisation is based on the straight-line method over the estimated useful life. This means the legal duration or the economic useful life depending on which is shorter, and not exceeding 15 years. The amortisation of patents and licences begins after regulatory approval has been obtained. Internal development of software for internal use are recognised as intangible assets if the recognition criteria are met, for example a significant business system where the expenditure leads to the creation of a durable asset. Amortisation is based on the straight-line method over the estimated useful life of 3-15 years. The amortisation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by Management. 2020 additions In 2020 Novo Nordisk acquired Corvidia Therapeutics Inc., in a transaction accounted for as an asset acquisition. An addition of DKK 4,580 million was recognised in patents and licences for the acquisition of Ziltivekimab, a fully human monoclonal antibody directed against Interleukin-6 related to chronic kidney disease, which is under development. Research and development projects Internal and subcontracted research costs are charged in full to the consolidated income statement in the period in which they are incurred. Consistent with industry practice, development costs are also expensed until regulatory approval is obtained or is probable; please refer to note 2.3. Novo Nordisk acquired Emisphere Technologies Inc. and obtained ownership of the Eligen® SNAC oral delivery technology. Novo Nordisk and Emisphere have collaborated since 2007 and Emisphere’s proprietary drug delivery technology Eligen® SNAC is used by Novo Nordisk under an existing licence agreement in the oral formulation of Novo Nordisk’s GLP-1 receptor agonist semaglutide, which is marketed and sold under the brand name Rybelsus®. Under the terms of the agreement, Novo Nordisk acquired all outstanding shares of Emisphere for USD 1,335 million. As part of the transaction, Novo Nordisk also acquired related Eligen® SNAC royalty stream obligations owed to MHR Fund Management LLC (MHR), the largest shareholder of Emisphere, for USD 450 million. The transaction has been accounted for as an asset acquisition, with DKK 11,060 million recognised in patents and licences, of which DKK 2,467 million are related to assets under development. At 31 December 2020, the carrying amount of acquired intangible assets related to Rybelsus is DKK 7,716 million, which has a remaining amortisation period of 14 years. Of the total addition of intangible assets in 2020 DKK 396 million is internally developed (DKK 221 million in 2019). Accounting policies Patents and licences, including patents and licences acquired for research and development projects, are carried at historical cost less accumulated amortisation and any impairment loss. Upfront fees and acquisition costs are Payments to third parties under collaboration and licence agreements are assessed for the substance of their nature. Payments which represent subcontracted research and development are expensed as the services are received. Payments which represent rights to the transfer of intellectual property, developed at risk by the third party, are capitalised. For acquired research and development projects, patents and licences, the likelihood of obtaining future commercial sales is reflected in the cost of the asset, and thus the probability recognition criteria is always considered to be satisfied. As the cost of acquired research and development projects can often be measured reliably, these projects fulfil the capitalisation criteria as intangible assets on acquisition. Subsequent milestone payments payable on achievement of a contingent event (e.g. commencement of phase 3 trials) are accrued and capitalised into the cost of the intangible asset when the achievement of the event is probable. Development costs incurred subsequent to acquisition are treated consistently with internal project development costs. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors considered material that could trigger an impairment test include the following: – Development of a competing drug. – Changes in the legal framework covering patents, rights and licences. – Advances in medicine and/or technology that affect the medical treatments. – Lower-than-predicted sales. – Adverse impact on reputation and/or brand names. – Changes in the economic lives of similar assets. – Relationship to other intangible assets or property, plant and equipment. – Changes or anticipated changes in participation rates or reimbursement policies. If the carrying amount of intangible assets exceeds the recoverable amount based on the existence of one or more of the above indicators of impairment, any impairment is measured based on discounted projected cash flows. Impairments are reviewed at each reporting date for possible reversal. Key accounting estimates and judgements on intangible assets In 2020, an impairment loss of DKK 350 million (DKK 982 million in 2019) was recognised, substantially all of which related to patents and licences. DKK 350 million (DKK 282 million in 2019) of the impairment was related to the Diabetes and Obesity care segment and none related to Biopharm (DKK 700 million in 2019). All the impairment loss in 2020 was recognised in research and development costs (DKK 529 million in cost of goods sold and DKK 450 million in research and development costs in 2019). The impairment was a result of Management’s review of expectations related to patents and licences not yet in use. No impairment related to marketable products was identified in 2020. Intangible assets with an indefinite useful life and intangible assets not yet available for use are not subject to amortisation. They are tested annually for impairment, irrespective of whether there is any indication that they may be impaired. Intangible assets not yet being amortised amounts to DKK 9,607 million (DKK 3,380 million in 2019), primarily patents and licences in relation to research and development projects. Impairment tests in 2020 and 2019 of patents and licences not yet in use are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products. Terminal values used are based on the expected life of products, forecasted life cycle and cash flow over that period, and the useful life of the underlying assets. In addition, Management makes judgements related to intangible assets when assessing whether a transaction is a business combination or an asset acquisition. An asset acquisition will arise when substantially all the transaction value is concentrated in a single asset or when there are no substantive business processes in the acquired entity. Judgements are also made in evaluating whether payments under collaboration arrangements are acquisition of assets or prepayment of R&D services. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationProperty, plant and equipment 3.2 Leases Depreciation and impairment losses Right-of-use assets in the balance sheet DKK million Cost of goods sold Sales and distribution costs Research and development costs Administrative costs Other operating income, net Total depreciation and impairment losses 2020 2,729 403 724 433 18 2019 2,656 354 783 376 23 2018 2,312 69 468 70 6 DKK million 2020 Balance at 1 January Additions during the year Depreciation for the year 4,307 4,192 2,925 Effect of exchange rate adjustment Land and buildings Other equipment 3,029 660 (644) (144) 2,901 3,291 333 (564) (31) 3,029 503 318 (320) (22) 479 487 307 (288) (3) 503 Total 3,532 978 (964) (166) 3,380 3,778 640 (852) (34) 3,532 Balance at 31 December 2019 Balance at 1 January Additions during the year Depreciation for the year Effect of exchange rate adjustment Balance at 31 December Amounts recognised in the income statement DKK million Depreciation Interest on lease liabilities Variable lease expenses Short-term leases Lease of low value assets 2020 2019 964 97 135 98 79 852 108 113 201 63 Total amounts recognised in the income statement 1,373 1,337 In 2020 the total cash outflow for leases amounted to DKK 1,367 million (DKK 1,295 million in 2019). Please refer to note 4.4 for a maturity analysis of lease payments. The lease costs for 2018 were DKK 1,299 million. Capital expenditure in the reporting period was primarily related to investments in facility upgrades and new production facilities for active pharmaceutical ingredients for diabetes, mainly the facility in Clayton, US. The facility in Clayton is intended to strengthen the Novo Nordisk supply chain. Capital expenditure also related to investments in facility upgrades of the purification plant in Kalundborg and investments were also made to establish additional API capacity in Kalundborg. Finally, capital expenditure related to the establishment of an oral tablet facility near Durham, US for launch and commercial manufacturing of tablets. Accounting policies Property, plant and equipment is measured at historical cost less accumulated depreciation and any impairment loss. The cost of self- constructed assets includes costs directly and indirectly attributable to the construction of the assets. Any subsequent cost is included in the asset’s carrying amount or recognised as a separate asset only when it is probable that future economic benefits associated with the item will flow to Novo Nordisk and the cost of the item can be measured reliably. Depreciation is based on the straight-line method over the estimated useful lives of the assets (buildings: 12-50 years, plant and machinery: 5-25 years and other equipment: 3-10 years. Land is not depreciated). The depreciation commences when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by Management. The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. If an asset’s carrying amount is higher than its estimated recoverable amount, it is written down to the recoverable amount. Plant and equipment with no alternative use developed as part of a research and development project are expensed. However, plant and equipment with an alternative use or used for general research and development purposes are capitalised and depreciated over the estimated useful life as research and development costs. Novo Nordisk Annual Repor t 2020 / 60 Accounting policies Novo Nordisk mainly leases office buildings, warehouses, laboratories and vehicles. The right-of-use asset is presented in property, plant and equipment and the lease liability in borrowings. For contracts which are, or contain, a lease, the Group recognises a right-of- use asset and a lease liability. The right-of-use asset is initially measured at cost, being the initial amount of the lease liability. The right-of-use asset is subsequently depreciated using the straight-line method over the lease term. The right-of-use asset is periodically adjusted for certain remeasurements of the lease liability and reduced by any impairment losses. The lease term determined by the Group is the non-cancellable period of a lease, together with extension/termination option if these are reasonably certain to be exercised. When determining the term, Management considers multiple factors that create economic incentives to exercise an option to extend the lease or not to terminate the lease, including termination penalties, potential relocation costs and whether significant leasehold improvements have been capitalised on the lease, with a remaining useful life which exceeds the fixed minimum duration of the lease. For contracts with a rolling term (evergreen leases), the Group estimates the leasing period to be equal to the termination period if no probable scenario exists for estimating the leasing period. The lease liability is initially measured at the present value of the lease payments outstanding at the commencement date, discounted using the incremental borrowing rate. The lease liability is measured using the effective interest method. Variable lease payments not based on an index or a rate are recognised as an expense in the income statement as incurred. Residual value guarantees that are expected to be paid are included in the initial measurement of the lease liability. The lease liability is remeasured when there is a change in future lease payments, typically due to a change in index or rate (e.g. inflation) on property leases, or if there is a reassessment of whether an extension or termination option will be exercised. A corresponding adjustment is made to the right-of- use asset, or in the income statement when the right-of-use asset has been fully depreciated. New lease contracts with a lease term of 12 months or less and lease of low value assets are not recognised on the balance sheet. These are expensed on a straight-line basis over the lease term or another systematic basis. Lease of low value assets include personal computers, telephones and small items of office equipment. As of 31 December 2020, the lease liability excludes DKK 2,363 million (undiscounted) of potential lease payments related to lease term extension rights on properties which were not considered reasonably certain to be exercised (DKK 2,760 million in 2019). Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information3.3 Inventories DKK million Raw materials Work in progress Finished goods Total inventories (gross) Write-downs at year-end Total inventories (net) Indirect production costs included in work in progress and finished goods Share of total inventories (net) Movements in inventory write-downs: Write-downs at the beginning of the year Write-downs during the year Utilisation of write-downs Reversal of write-downs Write-downs at the end of the year 2020 3,326 2019 2,842 12,252 11,375 5,111 20,689 (2,153) 18,536 9,703 52% 1,426 1,628 (528) (373) 2,153 4,850 19,067 (1,426) 17,641 9,216 52% 1,959 414 (68) (879) 1,426 All write-downs in both 2020 and 2019 relate to fully impaired inventory. In 2019 a reversal of write-down on prelaunch inventory with a net positive income statement effect of DKK 510 million on research and development costs was recognised. Accounting policies Inventories are stated at cost or net realisable value, whichever is lower. Cost is determined using the first-in, first-out method. Cost comprises direct production costs such as raw materials, consumables and labour as well as indirect production costs. Production costs for work in progress and finished goods include indirect production costs such as employee costs, depreciation, maintenance, etc. If the expected sales price less completion costs to execute sales (net realisable value) is lower than the carrying amount, a write-down is recognised for the amount by which the carrying amount exceeds its net realisable value. Inventory manufactured prior to regulatory approval (prelaunch inventory) is capitalised but immediately provided for, until there is a high probability of regulatory approval for the product. A write-down is made against inventory, and the cost is recognised in the income statement as research and development costs. Once there is a high probability of regulatory approval being obtained, the write-down is reversed, up to no more than the original cost. Key accounting estimate of indirect production costs capitalised and inventory write-downs Indirect production costs account for approximately 50% of the net inventory value, reflecting a lengthy production process compared with low direct raw material costs. The production of both Diabetes and Obesity care and Biopharm products is highly complex from fermentation to purification and formulation, including quality control of all production processes. Furthermore, the process is very sensitive to manufacturing conditions. These factors all influence the parameters for capitalisation of indirect production costs at Novo Nordisk and the full cost of the products. Indirect production costs are measured using a standard cost method. This is reviewed regularly to ensure relevant measures of capacity utilisation, production lead time, cost base and other relevant factors, hence inventory is valued at actual cost. When calculating total inventory, Management must make judgements about cost of production, standard cost variances and idle capacity in estimating indirect production costs for capitalisation. Changes in the parameters for calculation of indirect production costs could have an impact on the gross margin and the overall valuation of inventories. Novo Nordisk Annual Repor t 2020 / 61 3.4 Trade receivables DKK million 2020 Not yet due 1-90 days 91-180 days 181-270 days 271-360 days More than 360 days past due Gross carrying amount Loss allowance Net carrying amount 27,511 1,000 188 44 51 320 (805) (112) (63) (29) (51) (320) 26,706 888 125 15 — — Trade receivables 29,114 (1,380) 27,734 EMEA China Rest of World North America Operations 6,306 2,137 3,003 17,668 (781) — (580) (19) Trade receivables 29,114 (1,380) 2019 Not yet due 1-90 days 91-180 days 181-270 days 271-360 days More than 360 days past due 24,359 1,204 261 96 79 397 (763) (127) (69) (49) (79) (397) 5,525 2,137 2,423 17,649 27,734 23,596 1,077 192 47 — — Trade receivables 26,396 (1,484) 24,912 EMEA China Rest of World North America Operations 7,104 1,760 3,084 14,448 (903) — (568) (13) Trade receivables 26,396 (1,484) Movements in allowance for doubtful trade receivables DKK million Carrying amount at the beginning of the year Reversal of allowance on realised losses Net movement recognised in income statement Effect of exchange rate adjustment Allowance at the end of the year 2020 1,484 (108) 139 (135) 1,380 6,201 1,760 2,516 14,435 24,912 2019 1,370 (45) 158 1 1,484 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 62 Novo Nordisk closely monitors the current economic conditions of countries impacted by currency fluctuations, high inflation and an unstable political climate. These indicators as well as payment history are taken into account in the valuation of trade receivables. During 2020 country risk ratings have been downgraded in a number of countries. However, despite of the COVID-19 pandemic, Novo Nordisk has not experienced significant increases in collectability issues on individual customers nor have we experienced significant deterioration in the ageing of receivables. Please refer to note 4.2 for the trade receivable programmes. Accounting policies Trade receivables are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method, less allowance for doubtful trade receivables. The allocation of trade receivables and allowance for trade receivables is based on the location of the customer. Before being sold, trade receivables in factoring portfolios are measured at fair value with changes recognised in other comprehensive income. The allowance for doubtful receivables is deducted from the carrying amount of trade receivables, and the amount of the loss is recognised in the income statement under sales and distribution costs. Subsequent recoveries of amounts previously written off are credited against sales and distribution costs. Novo Nordisk’s customer base comprises government agencies, wholesalers, retail pharmacies and other customers. Management makes allowance for doubtful trade receivables based on the simplified approach to provide for expected credit losses, which permits the use of the lifetime expected loss provision for all trade receivables. The allowance is an estimate based on shared credit risk characteristics and the days past due. Generally, invoices are due for payment within 90 days from shipment of goods. Loss allowance is calculated using an ageing factor, geographical risk and specific customer knowledge. The allowance is based on a provision matrix on days past due and a forward looking-element relating mainly to incorporation of the Dun & Bradstreet country risk rating and an individual assessment. Please refer to note 4.2 for a general description of credit risk. 3.5 Retirement benefit obligations Net retirement benefit obligations DKK million Retirement benefit obligations Fair value of plan assets Net retirement benefit obligations at the end of the year Net remeasurement is a loss of DKK 67 million (loss of DKK 187 million in 2019), primarily related to changes in financial assumptions (discount rate), and is included in other comprehensive income. 2020 2,624 1,225 2019 2,508 1,174 Please refer to note 5.2 for a maturity analysis of the net retirement benefit obligation. Novo Nordisk does not expect the contributions over the next five years to differ significantly from current contributions. 1,399 1,334 Accounting policies Key assumptions used for valuation and sensitivity analysis DKK million 2020 Key assumptions 1%-point increase 1%-point decrease Discount rate (decrease)/increase 1.0% (403) 523 Future remuneration growth (decrease)/increase 2019 2.2% 116 (101) Discount rate (decrease)/increase 1.3% (366) Future remuneration growth (decrease)/increase 2.4% 105 465 (94) The sensitivities consider the single change shown, with the other assumptions assumed to be unchanged. The table shows the NPV impact of net retirement liabilities. Defined contribution plans Novo Nordisk operates a number of defined contribution plans throughout the world. These plans are externally funded in entities that are legally separate from the Group. Defined benefit plans In a few countries, Novo Nordisk operates defined benefit plans, primarily located in the US, Germany, Switzerland and Japan. In Germany and Switzerland, the defined benefit plans are partly reimbursed by international insurance companies. The risk related to the plan assets in these countries is therefore limited to counterparty risk against these insurance companies. The total cost recognised for the year amounts to DKK 138 million (DKK 151 million in 2019). The present value of partly funded retirement benefit obligations amounts to DKK 1,953 million (DKK 1,845 million in 2019). The present value of unfunded retirement benefit obligations amounts to DKK 671 million (DKK 663 million in 2019). Defined contribution plans Novo Nordisk’s contributions to the defined contribution plans are charged to the income statement in the year to which they relate. Defined benefit plans The costs for the year for defined benefit plans are determined using the projected unit credit method. This reflects services rendered by employees to the valuation dates and is based on actuarial assumptions primarily regarding discount rates used in determining the present value of benefits and projected rates of remuneration growth. Discount rates are based on the market yields of high-rated corporate bonds in the country concerned. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income in the period in which they arise. Past service costs are recognised immediately in the income statement. Pension plan assets are only recognised to the extent that Novo Nordisk is able to derive future economic benefits such as refunds from the plan or reductions of future contributions. Costs recognised for retirement benefits are included in cost of goods sold, sales and distribution costs, research and development costs, and administrative costs. The net obligation recognised in the balance sheet is reported as non-current liabilities. Actuarial valuations are performed annually for all major defined benefit plans. Assumptions regarding future mortality are based on actuarial advice in accordance with published statistics and experience in each country. Other assumptions such as medical cost trend rate and inflation are also considered in the calculation. Significant actuarial assumptions for the determination of the retirement benefit obligation (not considering plan assets) are discount rate and expected future remuneration increases. The sensitivity analysis has been determined based on reasonably likely changes in the assumptions occurring at the end of the period. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information 3.6 Provisions and contingent liabilities DKK million At the beginning of the year Additional provisions, including increases to existing provisions Amount used during the year Adjustments, including unused amounts reversed during the year Effect of exchange rate adjustment At the end of the year Non-current liabilities3 Current liabilities Provisions for sales rebates1 Provisions for legal disputes Provisions for product returns Other provisions2 2020 total 2019 total 30,878 111,921 (106,116) 166 (2,797) 34,052 301 33,751 2,375 662 (364) — (222) 2,451 2,209 242 1,082 1,398 35,733 29,553 413 (694) (6) — 795 293 502 814 113,810 104,621 (46) (107,220) (99,244) (82) (42) 2,042 1,723 78 (3,061) 39,340 4,526 148 655 35,733 4,613 319 34,814 31,120 1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid and other minor US rebate types, as well as rebates in a number of European countries and Canada. 2. Other provisions consists of various types of provision, including obligations in relation to employee benefits such as jubilee benefits, company-owned life insurance, etc. 3. For non-current liabilities, provision for sales rebates is expected to be settled after one year, provisions for product returns will be utilised in 2022 and 2023. In the case of provisions for legal disputes, the timing of settlement cannot be determined. Contingent liabilities Novo Nordisk is currently involved in pending litigations, claims and investigations arising out of the normal conduct of its business. While provisions that Management deems to be reasonable and appropriate have been made for probable losses, there are uncertainties connected with these estimates. Novo Nordisk does not expect the pending litigations, claims and investigations, individually and in the aggregate, to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow in addition to the amounts accrued as provision for legal disputes. Pending litigation against Novo Nordisk Novo Nordisk, along with the majority of incretin-based product manufacturers in the United States, is a defendant in product liability lawsuits related to use of incretin-based medications. As of 1 February 2021, 384 plaintiffs have named Novo Nordisk in product liability lawsuits, predominantly claiming damages for pancreatic cancer that allegedly developed as a result of using Victoza® and other GLP-1/DPP-IV incretin- based products. 236 of the Novo Nordisk plaintiffs have also named other defendants in their lawsuits. Most Novo Nordisk plaintiffs have filed suit in California federal and state courts. Novo Nordisk does not currently have any individual trials scheduled in 2021. Novo Nordisk does not expect the pending claims to have a material impact on its financial position, operating profit or cash flow. Since January 2017, several class action lawsuits have been filed against Novo Nordisk, former CEO Lars Rebien Sørensen, former CFO Jesper Brandgaard and former President of Novo Nordisk Inc. Jakob Riis in the United States District Court for the District of New Jersey on behalf of all purchasers of Novo Nordisk American Depositary Receipts between February 2015 and February 2017. All lawsuits have been consolidated into one case. The lawsuit alleges that Novo Nordisk artificially inflated its financial results, failed to disclose pricing pressure and rising rebate payments to PBMs, and made other materially misleading statements to potential investors. Novo Nordisk does not expect the litigation to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. In August 2019, a securities lawsuit was filed against Novo Nordisk in Denmark by a number of institutional shareholders. The claim is for a total amount of DKK 11.8 billion based on trading and holding of shares in Novo Nordisk during the period between February 2015 and February 2017. The lawsuit alleges that Novo Nordisk made misleading statements and did not make appropriate disclosures regarding its sales of insulin products in the US. It contains broadly similar allegations to those of the previously disclosed securities class action lawsuit filed in the US in 2017 on behalf of all purchasers of Novo Nordisk American Depository Receipts. Novo Nordisk does not expect the lawsuit to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. Novo Nordisk Annual Repor t 2020 / 63 Novo Nordisk is currently defending six lawsuits, including two plead as putative class actions, relating to the pricing of diabetes medicines. Four of these cases are pending in New Jersey federal court; the other two are pending in Kentucky state court and Texas federal court. All pending matters also name as defendants Eli Lilly and Company and Sanofi-Aventis U.S. LLC; while certain matters also name Pharmacy Benefit Managers (PBMs) and related entities. Plaintiffs generally allege that the manufacturers and PBMs colluded to artificially inflate list prices paid by consumers for diabetes products, while offering reduced prices to PBMs through rebates used to secure formulary access. Novo Nordisk does not expect the lawsuits to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. In 2016, Novo Nordisk US received a Civil Investigative Demand from the U.S. Department of Justice (“DOJ CID”) relating to potential off-label marketing of NovoSeven® (including high dose and for prophylactic use) and interactions with physicians and patients. The DOJ investigation was likely prompted by a lawsuit filed by a former Novo Nordisk US employee (the “Relator”) under seal in the Western District of Oklahoma in 2015. Relator alleges Novo Nordisk US caused the submission of false claims to Medicare, Medicaid, Federal Employees Health Benefits Program and private insurers in California as a result of the same conduct that was the subject of the DOJ CID. As a result of these allegations, Relator (on behalf of the federal and state governments) seeks injunctive and monetary relief. A consolidated complaint was jointly filed by relator and the State of Washington on 9 March 2020. The consolidated complaint was unsealed (made public) by the court on 28 May 2020. Novo Nordisk has filed two motions seeking dismissal of the Complaint, both of which are currently pending and awaiting ruling from the Court. Novo Nordisk does not expect the lawsuit to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. Pending claims against Novo Nordisk and investigations involving Novo Nordisk Several authorities in the US have served Novo Nordisk with Civil Investigative Demands (CIDs) or subpoenas calling for the production of documents and information. Below is a list of ongoing matters: – Washington Attorney General’s Office CID (March 2017), relating to, among other things, pricing and trade practices for insulin products, including Levemir®, NovoLog®, and Novolin®, from 1 January 2005 through the present date. – New Mexico Attorney General’s Office CID (April 2017), relating to, among other things, trade practice and pricing of insulin products, namely NovoLog® and Novolin® from 1 January 2012 through the present date. – Texas Attorney General’s Office CID (March 2019), relating to, among other things, marketing and promotional practices for Ozempic®. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information Novo Nordisk Annual Repor t 2020 / 64 3.7 Other liabilities Other liabilities primarily comprises employee cost payables, payables related to non-current assets, and sales rebates. – New York State Attorney General’s Office Subpoena (July 2019), relating to, among other things, pricing and trade practices for insulin products, from 1 July 2013 through the present. – Colorado Attorney General’s Office CID (December2019), relating to, among other things, pricing and trade practices for insulin products, for the period from 1 January 2010 to present. – State of California Office of the Insurance Commissioner Subpoena (July 2020) related to Novo Nordisk’s patent and regulatory strategies for Prandin® and Prandimet® in the US market, and the projected impact of generic repaglinide on Novo Nordisk’s Prandin® and Prandimet® franchises in the US. – Mississippi Attorney General’s Office Subpoena (December 2020), related to, among other things, pricing and trade practices for insulin products, including Levemir®, NovoLog®, and Novolin®, from 1 January 2005 through the present date. – Vermont Attorney General’s Office Subpoena (December 2020), related to, among other things, pricing and trade practices for insulin products sold by Novo Nordisk during the period 1 January 2011 through the present date. In all matters Novo Nordisk is cooperating with the authority in question. Novo Nordisk does not expect the above investigations to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. Novo Nordisk is one of several pharmaceutical companies that received requests for information involving pricing practices for its diabetes products from several committees of the Unites States House of Representatives and/or United States Senate. Novo Nordisk is working with the staff of the various committees to respond to their questions. Novo Nordisk does not expect the inquiries to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow. Other contingent liabilities In addition to the above, the Novo Nordisk Group is engaged in certain litigation proceedings and various ongoing audits and investigations. In the opinion of Management, neither settlement or continuation of such proceedings, nor such pending audits and investigations, are expected to have a material effect on Novo Nordisk’s financial position, operating profit or cash flow. Accounting policies Provisions for sales rebates and discounts granted to government agencies, wholesalers, retail pharmacies, Managed Care and other customers are recorded at the time the related revenues are recorded or when the incentives are offered. Provisions are calculated based on historical experience and the specific terms in the individual agreements. Unsettled rebates are recognised as provisions when the timing or amount is uncertain. Where absolute amounts are known, the rebates are recognised as other liabilities. Please refer to note 2.1 for further information on sales rebates and provisions. Provisions for legal disputes are recognised where a legal or constructive obligation has been incurred as a result of past events and it is probable that there will be an outflow of resources that can be reliably estimated. In this case, Novo Nordisk arrives at an estimate based on an evaluation of the most likely outcome. Disputes for which no reliable estimate can be made are disclosed as contingent liabilities. Provisions are measured at the present value of the anticipated expenditure for settlement. This is calculated using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision for interest is recognised as a financial expense. Novo Nordisk issues credit notes for expired goods as a part of normal business. Where there is historical experience or a reasonably accurate estimate of expected future returns can otherwise be made, a provision for estimated product returns is recorded. The provision is measured at gross sales value. Key accounting estimate regarding ongoing legal disputes, litigation and investigations Provisions for legal disputes consist of various types of provision linked to ongoing legal disputes. Management makes estimates regarding provisions and contingencies, including the probability of pending and potential future litigation outcomes. These are by nature dependent on inherently uncertain future events. When determining likely outcomes of litigation, etc., Management considers the input of external counsels on each case, as well as known outcomes in case law. Although Management believes that the total provisions for legal proceedings are adequate based on currently available information, there can be no assurance that there will not be any changes in facts or matters, or that any future lawsuits, claims, proceedings or investigations will not be material. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationCash distribution to shareholders Treasury shares DKK million Interim dividend for the year Dividend for prior year Share repurchases for the year Total 2020 7,570 12,551 16,855 36,976 2019 7,100 2018 7,238 12,309 11,810 15,334 15,567 34,743 34,615 The net cash distribution to shareholders in the form of dividends and share repurchases amounts to DKK 36,976 million, compared with a free cash flow of DKK 28,565 million. This is in line with the guiding principle of paying out excess capital to investors after funding organic growth and potential acquisitions. The total dividend for 2020 amounts to DKK 21,066 million (DKK 9.10 per share). The 2020 final dividend of DKK 13,496 million (DKK 5.85 per share) is expected to be distributed pending approval at the Annual General Meeting. The interim dividend of DKK 7,570 million (DKK 3.25 per share) was paid in August 2020. The total dividend for 2019 was DKK 19,651 million (DKK 8.35 per share), of which the final dividend of DKK 12,551 million (DKK 5.35 per share) was paid in March 2020. No dividend is declared on treasury shares. According to Danish corporate law, reserves available for distribution as dividends are based on the financial statements of the parent company, Novo Nordisk A/S. Dividends are paid from distributable reserves. Share premium is a distributable reserve, and any former share premium reserve has been fully distributed. As at 31 December 2020, distributable reserves total DKK 51,858 million (DKK 40,801 million in 2019), corresponding to the parent company's retained earnings and cash flow hedge reserve. Novo Nordisk Annual Repor t 2020 / 65 Market value, DKK million Treasury shares in % 2020 2019 Number of B shares of DKK 0.20 (million) Number of B shares of DKK 0.20 (million) 18,613 2.0% 48.1 55.8 (19,333) (50.0) (50.0) (148) 16,855 29 (0.4) 39.8 — 16,016 1.6% 37.5 (2.6) 44.9 — 48.1 Holding at the beginning of the year Cancellation of treasury shares Transfer regarding restricted stock units Purchase during the year Value adjustment Holding at the end of the year Treasury shares Treasury shares are primarily acquired to reduce the company’s share capital. In addition, a limited part is used to finance Novo Nordisk’s long-term share-based incentive programme (restricted stock units) and restricted stock units to employees. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.20 per share. Differences between this amount and the amount paid to acquire or received for disposing of treasury shares are deducted directly in equity. Novo Nordisk’s guiding principle is that any excess capital after the funding of organic growth opportunities and potential acquisitions should be returned to investors. Novo Nordisk's dividend payouts are complemented by share repurchase programmes. The purchase of treasury shares during the year relates to the remaining part of the 2019 share repurchase programme, totalling DKK 0.9 billion and the DKK 17 billion Novo Nordisk B share repurchase programme for 2020, of which DKK 1 billion was outstanding at year-end. The programme ended on 1 February 2021. Transfer of treasury shares relates to the long-term share- based incentive programme and restricted stock units to employees. Section 4 Capital structure and financial items 4.1 Earnings per share, distributions to shareholders, treasury shares, share capital and other reserves Earnings per share DKK million Net profit 2020 2019 2018 42,138 38,951 38,628 Average number of shares outstanding in million shares 2,333.9 2,374.3 2,419.6 Dilutive effect of average outstanding share pool1 Average number of shares outstanding, including dilutive effect of outstanding share pool Basic earnings per share Diluted earnings per share in million shares in million shares 6.1 4.4 4.8 2,340.0 2,378.7 2,424.4 DKK 18.05 16.41 15.96 DKK 18.01 16.38 15.93 1. For further information on the outstanding share pool, please refer to note 5.1. Accounting policies Earnings per share is presented as both basic and diluted earnings per share. Basic earnings per share is calculated as net profit divided by the monthly average number of shares outstanding. Diluted earnings per share is calculated as net profit divided by the sum of monthly average number of shares outstanding, including the dilutive effect of the outstanding share pool. Please refer to ‘Financial definitions’ for a description of calculation of the dilutive effect. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationA share capital B share capital Total share capital Management has assessed the following key financial risks: 4.2 Financial risks Skemaer: Gør rows mindre 13px Share capital DKK million Development in share capital: Share capital 2017 Cancelled in 2018 Cancelled in 2019 Share capital at the beginning of the year Cancelled in 2020 Share capital at the end of the year 107 — — 107 — 107 393 (10) (10) 373 (10) 363 500 (10) (10) 480 (10) 470 Type Foreign exchange risk Credit risk Interest rate risk Liquidity risk Financial risk High Low Low Low Novo Nordisk has centralised management of the Group's financial risks. The overall objectives and policies for the company's financial risk management are outlined in an internal Treasury Policy, which is approved by the Board of Directors. The Treasury Policy consists of the Foreign Exchange Policy, the Investment Policy, the Financing Policy and the Policy regarding Credit Risk on Financial Counterparts, and includes a description of permitted use of financial instruments and risk limits. Novo Nordisk only hedges commercial exposures and consequently does not enter into derivative transactions for trading or speculative purposes. Novo Nordisk uses a fully integrated treasury management system to manage all financial positions, and all positions are marked-to-market. Foreign exchange risk Foreign exchange risk is the most important financial risk for Novo Nordisk and can have a significant impact on the income statement, statement of comprehensive income, balance sheet and cash flow statement. The overall objective of foreign exchange risk management is to reduce the short-term negative impact of exchange rate fluctuations on earnings and cash flow, thereby contributing to the predictability of the financial results. The majority of Novo Nordisk's sales are in USD, EUR, CNY, JPY, CAD and GBP. The foreign exchange risk is most significant in USD, CNY and JPY, while the EUR exchange rate risk is regarded as low because of Denmark's fixed exchange rate policy towards EUR. Novo Nordisk hedges existing assets and liabilities in key currencies as well as future expected cash flows up to a maximum of 24 months forward. Hedge accounting is applied to match the impact of the hedged item and the hedging instrument in the consolidated income statement. Management has chosen to classify the result of hedging activities as part of financial items. At the end of 2020, the share capital amounted to DKK 107 million in A share capital (equal to 537 million A shares of DKK 0.20) and DKK 363 million in B share capital (equal to 1,813 million B shares of DKK 0.20). Each A share carries 200 votes and each B share carries 20 votes. Specification of Other reserves DKK million Reserve at 1 January 2018 Other comprehensive income, net for 2018 Reserve at 31 December 2018 Other comprehensive income, net for 2019 Reserve at 31 December 2019 Other comprehensive income, net for 2020 Transfer of cash flow hedge reserve to intangible assets1 Reserve at 31 December 2020 Exchange rate ad- justments Cash flow hedges Tax and other items Total (1,556) 2,027 (32) 439 491 (3,704) 728 (2,485) (1,065) (1,677) 696 (2,046) 226 1,348 (222) 1,352 (839) (329) 474 (694) (1,689) 1,713 (567) (543) 418 (92) 326 (2,528) 1,802 (185) (911) 1. For information on derivatives refer to note 4.3 Novo Nordisk Annual Repor t 2020 / 66 During 2020, the hedging horizon varied between 5 and 13 months for USD, CNY, JPY, CAD and GBP. The currency hedging strategy balances risk reduction and cost of hedging by use of foreign exchange forwards and foreign exchange options matching the due dates of the hedged items. Expected cash flows are continually assessed using historical inflows, budgets and monthly sales forecasts. Hedge effectiveness is assessed on a regular basis. There is no expected ineffectiveness at 31 December 2020, primarily because hedging instruments match currencies of hedged cash flows. The financial contracts existing at year-end cover the expected future cash flow for the following number of months: USD CNY1 JPY CAD GBP 2020 10 months 6 months 2019 9 months 7 months 12 months 12 months 9 months 9 months 11 months 10 months 1. Chinese yuan traded offshore (CNH) is used to hedge Novo Nordisk's CNY currency exposure. Key currencies Exchange rate DKK per 100 2020 2019 2018 USD Average Year-end Year-end change CNY Average Year-end 654 606 (9.3%) 95 93 667 668 2.5% 97 96 631 652 5.1% 95 95 Year-end change (3.1%) 1.1% (0.3%) JPY Average Year-end Year-end change CAD Average Year-end Year-end change GBP Average Year-end Year-end change 6.13 5.88 (3.8%) 488 474 (7.2%) 839 824 (6.0%) 6.12 6.11 3.4% 503 511 6.7% 852 877 6.0% 5.72 5.91 7.3% 487 479 (3.2%) 842 827 (1.4%) Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 67 Manuel skema 12 2 3 Credit exposure 0 under næste row o over Knib andetsidste afsnit Foreign exchange sensitivity analysis At year-end, an immediate 5% increase/decrease in the following currencies versus EUR and DKK would impact Novo Nordisk’s operating profit estimated by Management as outlined in the table below: DKK million USD CNY JPY CAD GBP Estimated for 2021 1,900 460 200 140 110 2020 1,950 450 150 130 100 At year-end, an immediate 5% increase/decrease in all other currencies versus EUR and DKK would affect other comprehensive income and the income statement as outlined in the table below: DKK million 2020 Other comprehensive income Income statement Total 2019 Other comprehensive income Income statement Total Immediate 5% increase Immediate 5% decrease (1,893) 299 (1,594) (1,811) 199 (1,612) 1,893 (299) 1,594 1,811 (199) 1,612 A 5% depreciation of USD versus EUR and DKK at 31 December 2020 would affect other comprehensive income by DKK 1,380 million (DKK 1,298 million in 2019) and the income statement by DKK -2 million (DKK 135 million in 2019). The foreign exchange sensitivity analysis comprises effects from the Group's cash, trade receivables and trade payables, current loans, current and non- current financial investments, lease liabilities, foreign exchange forwards and foreign exchange options at year-end. Anticipated currency transactions, investments and non-current assets are not included. Credit risk Credit risk arises from the possibility that transactional counterparties may default on their obligations, causing financial losses for the Group. Novo Nordisk considers its maximum credit exposure to financial counterparties to be DKK 15,089 million (DKK 15,663 million in 2019). In addition, Novo Nordisk considers its maximum credit exposure to trade receivables, other receivables (less prepayments and VAT receivables) and other financial assets to be DKK 29,522 million (DKK 26,622 million in 2019). Please refer to note 4.8 for details of the Group's total financial assets. To manage credit risk regarding financial counterparties, Novo Nordisk only enters into derivative financial contracts and money market deposits with financial counterparties possessing a satisfactory long-term credit rating from at least two out of the three selected ratings agencies: Standard and Poor's, Moody's and Fitch. Furthermore, maximum credit lines defined for each counterparty diversify the overall counterparty risk. The table below shows Novo Nordisk's credit exposure on cash and financial derivatives. Credit exposure for cash at bank and derivative financial instruments (market value) DKK million 2020 AA range A range BBB range Not rated or below BBB range Total 2019 AA range A range BBB range Not rated or below BBB range Derivative financial instruments Cash at bank 7,296 4,443 212 806 989 1,343 — — Total 8,285 5,786 212 806 12,757 2,332 15,089 7,471 7,145 314 545 139 49 — — 7,610 7,194 314 545 Total 15,475 188 15,663 Outside the US, Novo Nordisk has no significant concentration of credit risk related to trade receivables or other receivables and prepayments, as the exposure in general is spread over a large number of counterparties and customers. In the US, the three major wholesalers account for a large proportion of total net sales, see note 2.1. However, US wholesaler credit ratings are monitored and part of the trade receivables are sold on full non- recourse terms; see below for details. Novo Nordisk continues to monitor the credit exposure in countries with increasing sales and low credit ratings. Trade receivable programmes Please refer to note 3.4 for the description of COVID-19’s impact on trade receivables including the loss allowance for the Group and ageing analysis. Novo Nordisk's subsidiaries in the US and Japan employ trade receivable programmes in which trade receivables are sold on full non-recourse terms to optimise working capital. At year-end, the Group had derecognised receivables without recourse having due dates after 31 December 2020 amounting to: DKK million US Japan 2020 1,817 2,351 2019 3,672 2,149 2018 3,587 1,937 In addition, full non-recourse off-balance-sheet factoring arrangement programmes are occasionally applied by Novo Nordisk subsidiaries around the world, with limited impact on the Group's trade receivables. Please refer to note 3.4 for the split of allowance for trade receivables by geographical segment. Interest rate risk Novo Nordisk has no significant exposure to interest rate risk as Novo Nordisk does not hold any significant interest-bearing marketable securities or non-current loans. Furthermore, net interest costs have low sensitivity towards interest rates due to the capital structure. Liquidity risk The liquidity risk is considered to be low. Novo Nordisk ensures the availability of the required liquidity through a combination of cash management, highly liquid investment portfolios and both uncommitted and committed credit facilities. Novo Nordisk uses cash pools for optimisation and centralisation of cash management. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 68 For cash flow hedges of foreign currency risk on highly probable non- financial asset purchases, the cumulative value adjustments are transferred directly from the cash flow hedge reserve to the initial cost of the asset when recognised. Discontinuance of cash flow hedging 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 equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement under financial income or financial expenses. Fair value determination The fair value of derivative financial instruments is measured on the basis of quoted market prices of financial instruments traded in active markets. If an active market exists, the fair value is based on the most recently observed market price at the end of the reporting period. If a financial instrument is quoted in a market that is not active, Novo Nordisk bases its valuation on the most recent transaction price. Adjustment is made for subsequent changes in market conditions, for instance by including transactions in similar financial instruments assumed to be motivated by normal business considerations. If an active market does not exist, the fair value of standard and simple financial instruments, such as foreign exchange forward contracts, interest rate swaps, currency swaps and unlisted bonds, is measured according to generally accepted valuation techniques. Market-based parameters are used to measure the fair value. 4.3 Derivative financial instruments Derivative financial instruments 2020 2019 DKK million Forward contracts USD1 Forward contracts CNH, JPY, GBP and CAD Forward contracts, cash flow hedges Forward contracts USD Forward contracts CNH, CAD, EUR, GBP and JPY Forward contracts, fair value hedges Total derivative financial instruments Recognised in the income statement Recognised in other comprehensive income2 Contract amount at year-end Positive fair value at year-end Negative fair value at year-end Contract amount at year-end Positive fair value at year-end Negative fair value at year-end 29,110 10,291 39,401 19,411 4,578 23,989 63,390 1,658 191 1,849 379 104 483 2,332 483 1,849 — 47 47 1,307 11 1,318 1,365 1,318 47 25,394 10,013 35,407 11,287 3,761 15,048 50,455 81 35 116 61 11 72 188 72 116 315 130 445 217 72 289 734 289 445 1. Average hedge rate for USD cash flow hedges is 640 at the end of 2020 and 654 at the end of 2019. 2. The fair value of cash flow hedges at year-end 2020, DKK 1,802 million, is recognised in other comprehensive income. In addition DKK 418 million in cash flow hedge losses on intangible asset purchases has been incurred for a total 2020 other comprehensive impact of DKK 1,384 million. The DKK 418 million deferred loss was transferred directly from the cash flow hedge reserve to the initial cost of the intangible assets. The financial contracts are expected to impact the income statement within the next 12 months, with deferred gains and losses on cash flow hedges then being transferred to financial income or financial expenses. Initial recognition and measurement On initiation of the contract, Novo Nordisk designates each derivative financial contract that qualifies for hedge accounting as one of: Accounting policies Novo Nordisk uses financial instruments to reduce the impact of foreign exchange on financial results. Use of derivative financial instruments The derivative financial instruments are used to manage the exposure to market risk. None of the derivatives are held for trading. Novo Nordisk uses forward exchange contracts and, to a lesser extent, currency options to hedge forecast transactions, assets and liabilities. The overall policy is to hedge the majority of total currency exposure. Net investments in foreign subsidiaries are currently not hedged. – hedges of the fair value of a recognised asset or liability (fair value hedge) – hedges of the fair value of a forecast financial transaction (cash flow hedge). All contracts are initially recognised at fair value and subsequently remeasured at fair value at the end of the reporting period. Fair value hedges Value adjustments of fair value hedges are recognised in the income statement along with any value adjustments of the hedged asset or liability that are attributable to the hedged risk. Cash flow hedges Value adjustments of the effective part of cash flow hedges are recognised directly in other comprehensive income. The cumulative value adjustment of these contracts is transferred from other comprehensive income to the income statement when the hedged transaction is recognised in the income statement. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information4.4 Borrowings Contractual undiscounted cashflows DKK million Within 1 year 1-3 years 3-5 years More than 5 years Total contractual undiscounted cash flows at the end of the year Contractual discounted cash flows included in the balance sheet at the end of the year Non-current liabilities Current liabilities Novo Nordisk Annual Repor t 2020 / 69 4.5 Cash and cash equivalents, financial reserves and free cash flow 2019 Leases Bank overdrafts1 DKK million 2020 2019 2018 Total Cash and cash equivalents 659 1,506 Cash at bank (note 4.2) 1,424 734 1,140 4,804 Borrowings1 Cash and cash equivalents Financial reserves Cash and cash equivalents Undrawn committed credit facility2 Undrawn bridge facility3 4,483 Borrowings1, 3 12,757 (531) 12,226 12,226 11,531 5,577 (576) 15,475 15,638 (64) (9) 15,411 15,629 15,411 11,578 — (595) 15,629 11,574 — (506) Financial reserves4 28,758 26,394 26,697 3,009 1,474 — — — 659 659 — 659 Leases 855 1,247 694 1,241 Bank overdrafts1 1,107 Loans 5,577 — — — — — — 2020 Total 7,539 1,247 694 1,241 847 1,424 734 1,140 4,037 5,577 1,107 10,721 4,145 3,672 2,897 775 5,577 1,107 10,356 — — 5,577 1,107 2,897 7,459 3,824 3,009 815 Reconciliation of liabilities arising from financing activities Non-cash movements Beginning of the year Cash flows Additions Disposals Exchange rates Other End of the year 3,824 — 595 4,419 64 4,483 3,988 506 4,494 9 4,503 (950) 5,582 100 4,732 467 5,199 (822) 81 (741) 55 (686) 978 — — 978 — 978 640 — 640 — 640 — — — — — — (57) — (57) — (57) (171) (5) (119) (295) — (295) 63 8 71 — 71 (9) — — (9) — (9) 12 — 12 — 12 Free cash flow DKK million Net cash generated from operating activities Net cash used in investing activities Repayment on lease liabilities Free cash flow4 2020 2019 2018 51,951 46,782 44,616 (22,436) (11,509) (12,080) (950) 28,565 (822) — 34,451 32,536 1. Bank overdrafts includes DKK 576 million classified as financing activities (DKK 595 million in 2019) and DKK 531 million classified as cash and cash equivalents (DKK 64 million in 2019). 2. The undrawn committed credit facility comprises a EUR 1,550 million facility (EUR 1,550 million in 2019 and EUR 1,550 million in 2018) committed by a portfolio of international banks. The facility matures in 2024. 3,672 5,577 576 9,825 531 10,356 3. The undrawn bridge facility included in financial reserves comprises the EUR 750 million (DKK 5,577 million) undrawn portion of EUR 1,500 million bridge facility. The facility is expected to mature in 2021 but the terms provide that the maturity can be extended, at the option of Novo Nordisk, through June 2022. Financial reserves include amounts undrawn under credit facilities and overdrafts where the repayment is not contractually required within 12 months. In accordance with IFRS, the DKK 5,577 million (EUR 750 million) drawn loan has been classified as current borrowings as it is Management’s expectation that it will be repaid in 2021. 4. Additional non-IFRS financial measure; please refer to ‘Non-IFRS financial measures’, which is not part of the audited financial statements. 3,824 595 4,419 64 4,483 DKK million 2020 Lease liabilities Loans Bank overdrafts1 Liabilities arising from financing activities Bank overdrafts1 Total borrowings 2019 Lease liabilities Bank overdrafts1 Liabilities arising from financing activities Bank overdrafts1 Total borrowings Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 70 Restricted cash Cash and cash equivalents at 31 December 2020 includes DKK 653 million that is restricted (DKK 509 million in 2019). The restricted cash balance relates to subsidiaries in which availability of currency for remittance of funds is temporarily scarce. Accounting policies The cash flow statement is presented in accordance with the indirect method commencing with net profit for the year. Cash flows in foreign currencies are translated to DKK at the average exchange rate for the respective year. Cash from operating activities converts income statement items from the accrual basis of accounting to cash basis. As such, starting with net profit, non-cash items are reversed and actual payments included. The change in working capital is also taken into account, as this shows the development in money tied up in the balance sheet. Cash from investing activities shows payments related to the purchase and sale of Novo Nordisk’s long-term investments. This includes fixed assets such as construction of new production sites, intangible assets such as patents and licences, and financial assets. Cash and cash equivalents consists of cash offset by short-term bank overdrafts. Where short-term bank overdrafts are consistently overdrawn, they are excluded from cash and cash equivalents. The movement in such facilities is presented under financing activities in the cash flow statement. Financial reserves comprise the sum of cash and cash equivalents at the end of the year and undrawn committed credit and loan facilities, with a maturity of more than 12 months, less loans and bank overdrafts classified as liabilities arising from financing activities contractually obliged for repayment within 12 months of the balance sheet date. 4.6 Change in working capital 4.7 Other non-cash items DKK million Inventories 2020 (895) 2019 (1,305) 2018 (963) Trade receivables (2,822) (2,126) (2,621) For the purpose of presenting the cash flow statement, non-cash items with effect on the income statement must be reversed to identify the actual cash flow effect from the income statement. The adjustments are specified as follows: Other receivables and prepayments Trade payables Other liabilities Adjustment for payables related to non-current assets Adjustment related to divestment of Group companies Change in working capital including exchange rate adjustments Exchange rate adjustments Cash flow change in working capital (419) (641) 1,274 879 — (1,190) (398) 1,202 295 (42) (662) 1,146 (348) 84 — (2,624) (1,729) (3,564) (3,364) 176 (6) (4,353) (3,388) (3,370) Accounting policies Working capital is defined as current assets less current liabilities and measures the liquid assets Novo Nordisk has available for the business. DKK million 2020 2019 2018 Reversals of non-cash income statement items Interest income and interest expenses, net (note 4.9) Capital gain/(loss) on investments, net etc (note 4.9) Result of associated company (note 4.9) Share-based payment costs (note 5.1) Income from the divestment of Group companies Adjustment in non-cash items related to divestment of group companies Increase/(decrease) in provisions (note 3.6) and retirement benefit obligations (note 3.5) Other Total other non-cash items 53 195 (149) 823 — — 3,605 3,322 7,849 155 34 145 (163) 137 363 (12) 414 (68) (122) 162 — 6,071 67 7,032 5,503 444 6,098 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information 4.8 Financial assets and liabilities Financial assets by category DKK million Other financial assets1 Derivative financial instruments (note 4.3) Financial assets at fair value through the income statement Other financial assets1 Trade receivables Other receivables and prepayments (current and non-current) – less prepayments and VAT receivables Cash at bank (note 4.5) Financial assets at amortised cost Trade receivables in a factoring portfolio2 Financial assets at fair value through OCI 2020 766 2,332 3,098 300 2019 970 188 1,158 364 11,643 12,203 4,835 (4,113) 12,757 25,422 16,091 16,091 4,275 (3,899) 15,475 28,418 12,709 12,709 Total financial assets at the end of the year by category1 44,611 42,285 1. Financial assets with the exception of other financial assets and the non-current part of other receivables and prepayments (DKK 674 million in 2020, DKK 841 million in 2019) are all due within one year. Other financial assets at amortised cost include DKK 280 million which are due in more than five years (DKK 327 million in 2019). Other financial assets measured at fair value through the income statement are minor shareholdings. 2. Trade receivables which are measured at fair value through OCI, which have no associated loss allowance. Refer to note 3.4. Financial liabilities by category DKK million Derivative financial instruments (note 4.3) Financial liabilities measured at fair value through the income statement Borrowings (non-current) Borrowings (current)3 Trade payables Other liabilities – less VAT and duties payable Financial liabilities measured at amortised cost 32,480 25,448 Total financial liabilities at the end of the year by category4 33,845 26,182 3. The fair value of loans approximates the booked amount 4. Please refer to note 4.4 for a maturity analysis for non-current and current borrowings. All other financial liabilities are due within one year. Fair value measurement hierarchy DKK million Active market data Directly or indirectly observable market data Not based on observable market data5 Total financial assets at fair value Active market data Directly or indirectly observable market data Not based on observable market data Total financial liabilities at fair value 2020 634 2,332 16,223 19,189 — 1,365 — 1,365 2019 846 188 12,833 13,867 — 734 — 734 5. The fair value of trade receivables in a factoring portfolio is calculated based on the net invoice amount (invoice amount less charge-backs) less the fee payable to the factoring entity. The factoring fee is insignificant due to the short period between the time of sale to the factoring entity and the invoice due date and the rate applicable. Inputs into the estimate of US wholesaler charge-backs are described in note 2.1. Novo Nordisk Annual Repor t 2020 / 71 2020 1,365 1,365 2,897 7,459 5,717 2019 734 734 3,009 1,474 6,358 Financial assets and liabilities measured at fair value can be categorised using the fair value measurement hierarchy above. There were no transfers between the ’Active market data’ and ’Directly or indirectly observable market data’ categories during 2020, 2019 or 2018. There are no significant intangible assets or items of property, plant and equipment measured at fair value. For a description of the credit quality of financial assets such as trade receivables, cash at bank, current debt and derivative financial instruments, refer to notes 4.2 and 4.3. 17,005 15,085 (598) (478) Accounting policies Depending on purpose, Novo Nordisk classifies investments into the following categories: – Financial assets at fair value through the income statement – Financial assets at amortised cost – Financial assets at fair value through OCI Management determines the classification of its financial assets on initial recognition and re-evaluates this at the end of every reporting period to the extent that such a classification is permitted or required. Recognition and measurement Purchases and sales of financial assets are recognised on the settlement date. These are initially recognised at fair value. Fair value disclosures are made separately for each class of financial instruments at the end of the reporting period. Financial assets are removed from the balance sheet when the rights to receive cash flows have expired or have been transferred, and Novo Nordisk has transferred substantially all the risks and rewards of ownership. Financial assets 'at fair value through the income statement' Financial assets at fair value through the income statement consist of equity investments and forward exchange contracts. Equity investments are included in other financial assets unless management intends to dispose of the investment within 12 months of the end of the reporting period. In that case, the current part is included in other receivables and prepayments. Net gains and losses arising from changes in the fair value of financial assets are recognised in the income statement as financial income or expenses. The fair values of quoted investments are based on current bid prices at the end of the reporting period. Financial assets for which no active market exists are carried at fair value based on a valuation methodology. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationFinancial assets 'at amortised cost' Financial assets at amortised cost are cash at bank and non-derivative financial assets solely with payments of principal and interest. Novo Nordisk normally 'holds-to-collect' the financial assets to attain the contractual cash flows. If collection is expected within one year (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are initially recognised at transaction price and other receivables are recognised initially at fair value. Subsequently they are measured at amortised cost using the effective interest method, less allowance for doubtful receivables. Financial assets 'at fair value through other comprehensive income' Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements. Financial liabilities 'at fair value through the income statement' Financial liabilities at fair value through the income statement consist of forward exchange contracts. Financial liabilities 'at amortised cost' Financial liabilities at amortised cost consist of bank overdrafts, trade payables and other liabilities. Novo Nordisk Annual Repor t 2020 / 72 4.9 Financial income and expenses Financial impact from forward contracts and currency options, specified Financial income DKK million Interest income1 Foreign exchange gain (net) Financial gain from forward contracts (net) Financial gain from currency options (net) Capital gain on investments, etc. Result of associated companies Total financial income Financial expenses DKK million Interest expenses1 Foreign exchange loss (net) Financial loss from forward contracts (net) Capital loss on investments, etc. Result of associated companies Other financial expenses 2019 2018 2020 337 1,142 — — — 149 1,628 2020 390 — 65 — — — — — 65 2019 220 539 1,889 2,673 195 — 150 145 137 281 51 — 1,656 152 251 12 2,122 2018 85 1,510 — 88 — 72 Total financial expenses 2,624 3,995 1,755 1. Total interest income and expenses is measured at amortised cost for financial assets and liabilities. DKK million Forward contracts Income/(loss) transferred from other comprehensive income Value adjustment of transferred contracts Unrealised fair value adjustments of forward contracts Realised foreign exchange gain/ (loss) on forward contracts Financial income/(expense) from forward contracts Currency options Realised income/(loss) transferred from other comprehensive income Value adjustment of transferred options Foreign exchange gain/(loss) on currency options Financial income/(expense) from currency options 2020 2019 2018 (329) (1,677) 1,841 79 (1,609) (1,299) (835) (217) (143) (804) 830 1,257 (1,889) (2,673) 1,656 — — — — — — — — 186 (3) (31) 152 Accounting policies As described in note 4.2 Management has chosen to classify the result of hedging activities as part of financial items in the income statement except for cash flow hedges of foreign currency risk on highly probable non-financial asset purchases, where the cumulative value adjustments are transferred directly from the cash flow hedge reserve to the initial cost of the asset when recognised. Financial items primarily relate to foreign exchange elements and are mainly impacted by the cumulative value adjustment of cash flow hedges transferred from other comprehensive income to the income statement when the hedged transaction is recognised in the income statement. In addition, value adjustments of fair value hedges are recognised in financial income and financial expenses along with any value adjustments of the hedged asset or liability that are attributable to the hedged risk. Finally, value adjustments of foreign currency assets and liabilities in non-hedged currencies will impact financial income and financial expenses. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 73 Section 5 Other disclosures 5.1 Share-based payment schemes Share-based payment expensed in the income statement DKK million Restricted stock units to employees Long-term share-based incentive programme (Management Board)1 Long-term share-based incentive programme (management group below Management Board) Shares allocated to individual employees Share-based payment expensed in the income statement 2020 189 162 436 36 823 2019 48 86 195 34 363 2018 204 48 145 17 414 1. In 2017 Novo Nordisk introduced, for the first time, a share-based compensation programme with terms which amortises the grant date valuation over four years. The 2020 expense includes amortisation of the 2017, 2018, 2019 and 2020 programmes. Restricted stock units to employees In appreciation of the efforts of employees during recent years, as of 1 August 2019, all employees in the company were offered 75 restricted stock units. A restricted stock unit gives the holder the right to receive one Novo Nordisk B share free of charge in February 2023 subject to continued employment. The cost of the DKK 660 million programme is amortised over the vesting period. Long-term share-based incentive programme Management Board On 2 February 2021, the Board of Directors approved the allocation of a total of 370,038 Novo Nordisk B shares to the members of the Management Board for the 2020 financial year. The value at launch of the programme (adjusted for expected dividends) was DKK 152 million. On average, this corresponds to 14.9 months’ fixed base salary plus pension contribution for the CEO, 11.2 months’ fixed base salary plus pension contribution per executive vice president as of 1 March 2020 and 8.3 months’ fixed base salary plus pension for senior vice presidents. The cost of the 2020 programme is amortised over the vesting period of 2020-2023 at an annual amount of DKK 38 million. The amount of shares allocated may be reduced or increased by up to 30%, depending on whether the average sales growth per year in the three-year vesting period deviates from a target set by the Board of Directors. The grant date of the programme was February 2020, and the share price used for the determining the grant date fair value of the award was the average share price (DKK 435) for Novo Nordisk B shares on Nasdaq Copenhagen in the period 5-19 February 2020, adjusted for the expected dividend. Based on the split of participants when the share allocation was decided, 47% of the allocated shares will be allocated to members of Executive Management and 53% to other members of the Management Board. The shares allocated to the pool for 2017 were released to the individual participants subsequent to approval of the 2020 Annual Report by the Board of Directors and after the announcement of the 2020 full-year financial results on 3 February 2021. The shares allocated correspond to a value at launch of the programme of DKK 76 million, expensed over the vesting period of 2017-2020. The number of shares to be transferred (331,587 shares) is lower than the original number of shares allocated, as some participants had left the company before the programme's release conditions were met. All restricted stock units and shares allocated to Management are hedged by treasury shares. Management group below Management Board The management group below the Management Board has a share-based incentive programme with similar performance criteria. For 2020, a total of 1,011,692 shares were allocated to this group, corresponding to a value at launch of the programme (adjusted for expected dividends) of DKK 416 million. The cost of the 2020 programme is amortised over the vesting period of 2020-2023 at an annual amount of DKK 104 million. The amount of shares allocated may be reduced or increased by up to 30%, depending on whether the average sales growth per year in the three-year vesting period deviates from a target set by the Board of Directors. The shares allocated for 2017 were released to the individual participants subsequent to approval of the 2020 Annual Report by the Board of Directors and after the announcement of the 2020 full-year financial results on 3 February 2021. The shares allocated correspond to a value at launch of the programme of DKK 162 million amortised over the period 2017-2020. The number of shares to be transferred (635,516 shares) is lower than the original number of shares allocated, as some participants had left the company before the programme’s release conditions were met. Accounting policies Share-based compensation Novo Nordisk operates equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of shares is recognised as an expense and allocated over the vesting period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares granted, excluding the impact of any non-market vesting conditions. The fair value is fixed at the grant date, and adjusted for expected dividends during the vesting period. Non-market vesting conditions are included in assumptions about the number of shares that are expected to vest. At the end of each reporting period, Novo Nordisk revises its estimates of the number of shares expected to vest. Novo Nordisk recognises the impact of the revision of the original estimates, if any, in the income statement and in a corresponding adjustment to equity (change in proceeds) over the remaining vesting period. Adjustments relating to prior years are included in the income statement in the year of adjustment. Tjek Typo i W-desk 1. linje i skema luft over note minus en linje under note Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 74 General terms and conditions of launched programmes Number of shares awarded in the year Value per share at launch (DKK) Total market value at launch (DKK million) Amortisation period of the programme Allocated to recipients Vesting period Restricted stock units to employees Shares for Management Board Shares for management group below Management Board Shares allocated to individual employees 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 — — — — — — 2,148,580 307 660 2019 to 2023 Feb 2023 370,038 508,398 411,090 1,011,692 1,300,333 1,114,455 43,790 154,122 159,437 411 152 298 152 280 115 411 416 298 387 280 312 391 17 311 48 278 44 2020 to 2023 2019 to 2022 2018 to 2021 2020 to 2023 2019 to 2022 2018 to 2021 2020 to 2023 2019 to 2022 2018 to 2021 Feb 2024 Feb 2023 Feb 2022 Feb 2024 Feb 2023 Feb 2022 2023 2022 2021 — 3.5 years — 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years Outstanding restricted stock units Total Restricted stock units to employees Shares for Management Board Shares for management group below Management Board Shares allocated to individual employees 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 2020 2019 2018 Outstanding at the beginning of the year 6,879,198 5,584,019 4,933,882 2,148,580 1,521,031 1,556,211 1,326,080 1,228,714 1,115,494 3,173,185 2,665,226 2,226,683 231,353 169,048 35,494 Released allocated shares (361,844) (2,553,658) (825,537) (29,250) (1,431,192) (35,180) (95,082) (378,421) (284,173) (171,162) (662,172) (480,301) (66,350) (81,873) (25,883) Cancelled allocated shares (129,713) (262,596) (209,308) Allocated in the year 1,425,520 4,111,433 1,684,982 Performance adjustment1 863,557 — — — — — (89,839) 2,148,580 — — — — (12,700) (32,611) (13,697) (95,038) (130,202) (195,611) (21,975) (9,944) — 370,038 508,398 411,090 1,011,692 1,300,333 1,114,455 43,790 154,122 159,437 239,567 — — 623,990 — — — — — Outstanding at the end of the year 8,676,718 6,879,198 5,584,019 2,119,330 2,148,580 1,521,031 1,827,903 1,326,080 1,228,714 4,542,667 3,173,185 2,665,226 186,818 231,353 169,048 1. Number of shares for Management Board and management group below Management board has been adjusted as the sales growth target set by the Board is expected to be exceeded for the 2018, 2019 and 2020 programmes. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional information5.2 Commitments Total contractual obligations and recognised non-current debt can be specified as follows (payments due by period): DKK million Retirement benefit obligations Leases (note 4.4) Total obligations recognised in the balance sheet Leases1 Within 1 year 23 855 878 152 1-3 years 46 1,247 1,293 198 Research and development obligations 2,733 3,460 3-5 years More than 5 years 2020 Total 1,286 1,399 1,241 4,037 2,527 5,436 764 280 137 Within 1 year 13 847 860 128 1-3 years 26 1,424 1,450 229 3-5 years 25 734 759 199 7,235 2,600 3,258 1,493 More than 5 years 1,270 1,140 2019 Total 1,334 4,145 2,410 5,479 376 29 932 7,380 Research and development – potential milestone payments2 Commercial product launch – potential milestone payments2 Purchase obligations relating to invest- ments in property, plant and equipment 205 918 507 2,453 4,083 300 1,023 1,009 2,403 4,735 — 339 — — 212 5,893 6,105 — — 339 172 — — — — 3,468 3,468 — 172 Other purchase obligations 7,528 3,014 748 12,063 5,695 2,989 1,175 621 10,480 Total obligations not recognised in the balance sheet 10,957 7,590 2,531 9,511 30,589 8,895 7,499 3,876 6,897 27,167 Total contractual obligations 11,835 8,883 3,269 12,038 36,025 9,755 8,949 4,635 9,307 32,646 1. Predominantly relates to estimated variable property taxes, leases committed not yet commenced and low value assets. 2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities. 44 694 738 134 905 — 773 Novo Nordisk Annual Repor t 2020 / 75 Contractual obligations The lease commitments are related to IFRS 16 leases primarily for premises and company cars and include the present value of future lease payments during the lease term. Approximately 75% of the commitments are related to leases outside Denmark. Research and development obligations include contingent payments related to achieving development milestones. Such amounts entail uncertainties in relation to the period in which payments are due because a proportion of the obligations are dependent on milestone achievements. Exercise fees and subsequent milestone payments under in-licensing option agreements are excluded, as Novo Nordisk is not contractually obligated to make such payments. Commercial product launch milestones include contingent payments solely related to achievement of a commercial product launch following regulatory approval. Commercial milestones, royalties and other payments based on a percentage of sales generated from sale of goods following marketing approval are excluded from the contractual commitments analysis because of their contingent nature, related to future sales. The due periods disclosed are based on Management’s best estimate. The purchase obligations primarily relate to purchase agreements regarding medical equipment and consumer goods. Novo Nordisk expects to fund these commitments with existing cash and cash flow from operations. Other guarantees Other guarantees amounts to DKK 1,117 million (DKK 906 million in 2019). Other guarantees primarily relate to performance guarantees issued by Novo Nordisk. World Diabetes Foundation (WDF) At the Annual General Meeting in 2020, a donation to WDF was approved, thereby replacing the remaining five years of the former donation approved by the Annual General Meeting in 2014, which covered the period 2018- 2024. For the years 2020-2024, the donation is calculated as 0.085% of Novo Nordisk's total Diabetes care net sales. The annual donation cannot exceed DKK 91 million in 2020, DKK 92 million in 2021, DKK 93 million in 2022, DKK 94 million in 2023, ending at DKK 95 million in 2024, or 15% of the taxable income of Novo Nordisk A/S in the financial year in question, whichever is the lowest. In addition, in 2020 Novo Nordisk A/S granted a special one-off contribution of DKK 50 million. For 2020, the total amount to WDF was DKK 138 million (DKK 86 million in 2019 and DKK 85 million in 2018). Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 76 5.5 General accounting policies Principles of consolidation The consolidated financial statements incorporate the financial statements of the parent company Novo Nordisk A/S and entities controlled by Novo Nordisk A/S. Control exists when Novo Nordisk has effective power over the entity and has the right to variable returns from the entity. Where necessary, adjustments are made to bring the financial statements of subsidiaries in line with the Novo Nordisk Group's accounting policies. All intra-Group transactions, balances, income and expenses are eliminated in full when consolidated. 5.3 Related party transactions Material transactions with related parties In 2020, Novo Nordisk A/S acquired 14,025,000 B shares, worth DKK 6.0 billion, from Novo Holdings A/S as part of the DKK 17.0 billion share repurchase programme. The transaction price for each transaction was calculated as the average market price in the open windows following the announcements of the financial results for the four quarters in 2020. DKK million Novo Holdings A/S Purchase of Novo Nordisk B shares 5,963 2020 2019 2018 4,894 — 4,207 (368) In Novo Nordisk A/S, there were no transactions with the Board of Directors or Executive Management besides remuneration. There were no other transactions with the Board of Directors or Executive Management of NNIT A/S, Novozymes A/S, Novo Holdings A/S, the Novo Nordisk Foundation, Xellia Pharmaceuticals ApS, Unchained Labs, Sonion A/S or CS Solar Fund XIV. — Sale of NNIT B shares Dividend payment to Novo Holdings A/S NNIT Group Services provided by NNIT Dividend payment from NNIT Novozymes Group Services provided by Novo Nordisk Services provided by Novozymes CS Solar Fund XIV Purchase of shares by Novo Nordisk Liability for capital commitment1 Distribution by CS Solar Fund XIV 5,767 5,580 5,496 775 (18) (113) 72 — — — 941 (20) (132) 103 97 389 (385) 1,052 (19) (115) 121 — — — 1. The liability disclosed for 2019 related to capital commitment was paid in 2020 (DKK 392 million). Novo Nordisk A/S is controlled by Novo Holdings A/S (incorporated in Denmark), which owns 28.1% of the share capital in Novo Nordisk A/S, representing 76.5% of the total number of votes. The remaining shares are widely held. The ultimate parent of the Group is the Novo Nordisk Foundation (incorporated in Denmark). Both entities are considered related parties. As associated companies of Novo Nordisk A/S, NNIT Group and Churchill Stateside Solar Fund XIV, LLC ('CS Solar Fund XIV') are considered related parties. As an associated company of Novo Holdings A/S, Unchained Labs, Inc. is considered a related party to Novo Nordisk A/S. As they share a controlling shareholder, the Novozymes Group, Sonion Group and Xellia Pharmaceuticals are also considered to be related parties as well as the Board of Directors or Executive Management of Novo Nordisk A/S. For information on remuneration of the Management of Novo Nordisk, please refer to note 2.4, ‘Employee costs’. There were no loans to the Board of Directors or Executive Management in 2020, nor were there any in 2019 or 2018. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition and up to the effective date of disposal. There were no material unsettled balances with related parties at the end of the year. Translation of foreign currencies 5.4 Fee to statutory auditors DKK million Statutory audit Audit-related services Tax advisory services Other services Total fee to statutory auditors 2020 26 3 9 4 42 2019 2018 26 4 11 4 45 25 3 11 3 42 Functional and presentation currency Items included in the financial statements of Novo Nordisk's entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Danish kroner (DKK), which is also the functional and presentation currency of the parent company. Translation of transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities are recognised in the income statement. Fees for services other than statutory audit of the financial statements amount to DKK 16 million (DKK 19 million in 2019 and DKK 17 million in 2018). PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PricewaterhouseCoopers Denmark) provided other services in the amount of DKK 9 million (DKK 12 million in 2019 and DKK 9 million in 2018), which relate to tax compliance and transfer pricing, educational training, review of ESG data, due diligence and other assurance assessments and opinions. Foreign currency differences arising from the translation of effective qualifying cash flow hedges are recognised in other comprehensive income. Translation of Group companies Financial statements of foreign subsidiaries are translated into DKK at the exchange rates prevailing at the end of the reporting period for balance sheet items, and at average exchange rates for income statement items. All effects of exchange rate adjustments are recognised in other comprehensive income, i.e.: – The translation of foreign subsidiaries’ net assets at the beginning of the year to the exchange rates at the end of the reporting period. – The translation of foreign subsidiaries’ statements of comprehensive income at average to year-end exchange rates. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationNovo Nordisk Annual Repor t 2020 / 77 Company and country Percentage of shares owned Activity Company and country Percentage of shares owned Activity 5.6 Companies in the Novo Nordisk Group Activity: • Sales and marketing • Research and development • • Production Services/investments Novo Nordisk Production SAS, France Novo Nordisk Pharma GmbH, Germany Company and country Percentage of shares owned Activity Novo Nordisk Hellas Epe., Greece Parent company Novo Nordisk A/S, Denmark Subsidiaries by geographical area North America Operations Novo Nordisk Canada Inc., Canada Novo Nordisk Inc., United States Novo Nordisk North America Operations A/S, Denmark Novo Nordisk Pharmaceutical Industries LP, United States Novo Nordisk Pharma, Inc., United States Novo Nordisk Research Center Indianapolis, Inc., United States Novo Nordisk Research Center Seattle, Inc., United States Novo Nordisk US Bio Production, Inc., United States Novo Nordisk US Commercial Holdings, Inc., United States Novo Nordisk US Holdings Inc., United States Corvidia Therapeutics, Inc., United States Emisphere Technologies, Inc., United States International Operations Novo Nordisk Pharmaceuticals A/S, Denmark Novo Nordisk Pharma Operations A/S, Denmark Novo Nordisk Region AAMEO and LATAM A/S, Denmark Novo Nordisk Region Europe A/S, Denmark Novo Nordisk Region Japan & Korea A/S, Denmark EMEA Aldaph SpA, Algeria Novo Nordisk Pharma GmbH, Austria S.A. Novo Nordisk Pharma N.V., Belgium Novo Nordisk Pharma d.o.o., Bosnia and Herzegovina Novo Nordisk Pharma EAD, Bulgaria Novo Nordisk Hrvatska d.o.o., Croatia Novo Nordisk s.r.o., Czech Republic Novo Nordisk Denmark A/S, Denmark Novo Nordisk Pharmatech A/S, Denmark Novo Nordisk Egypt LLC, Egypt Novo Nordisk Farma OY, Finland Novo Nordisk, France Novo Nordisk Hungária Kft., Hungary • • • • Novo Nordisk Biopharm Limited, Ireland Novo Nordisk Limited, Ireland Novo Nordisk Ltd, Israel Novo Nordisk S.P.A., Italy Novo Nordisk Kazakhstan LLP, Kazakhstan Novo Nordisk Kenya Ltd., Kenya Novo Nordisk Pharma SARL, Lebanon UAB Novo Nordisk Pharma, Lithuania Novo Nordisk Farma dooel, North Macedonia Novo Nordisk Pharma SAS, Morocco Novo Nordisk B.V., Netherlands Novo Nordisk Pharma Limited, Nigeria Novo Nordisk Norway AS, Norway Novo Nordisk Pharmaceutical Services Sp. z o.o., Poland Novo Nordisk Pharma Sp.z.o.o., Poland Novo Nordisk Comércio Produtos Farmacêuticos Lda., Portugal Novo Nordisk Farma S.R.L., Romania Novo Nordisk Limited Liability Company, Russia Novo Nordisk Production Support LLC, Russia Novo Nordisk Pharma d.o.o. Belgrade (Serbia), Serbia Novo Nordisk Slovakia s.r.o., Slovakia Novo Nordisk, d.o.o., Slovenia Novo Nordisk (Pty) Limited, South Africa Novo Nordisk Pharma S.A., Spain Novo Nordisk Scandinavia AB, Sweden Novo Nordisk Health Care AG, Switzerland Novo Nordisk Pharma AG, Switzerland Novo Nordisk Tunisie SARL, Tunisia Novo Nordisk Saglik Ürünleri Tic. Ltd. Sti., Turkey Novo Nordisk Ukraine, LLC, Ukraine Novo Nordisk Pharma Gulf FZ-LLC, United Arab Emirates Novo Nordisk Holding Limited, United Kingdom Novo Nordisk Limited, United Kingdom Ziylo Limited, United Kingdom 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Region China Novo Nordisk (China) Pharmaceuticals Co., Ltd., China Novo Nordisk Region China A/S, Denmark • • 100 100 Beijing Novo Nordisk Pharmaceuticals Science & Technology Co., Ltd., China 100 • • • Novo Nordisk Hong Kong Limited, Hong Kong Novo Nordisk Pharma (Taiwan) Ltd., Taiwan Rest of World Novo Nordisk Pharma Argentina S.A., Argentina Novo Nordisk Pharmaceuticals Pty. Ltd., Australia Novo Nordisk Pharma (Private) Limited, Bangladesh Novo Nordisk Produção Farmacêutica do Brasil Ltda., Brazil Novo Nordisk Farmacêutica do Brasil Ltda., Brazil Novo Nordisk Farmacéutica Limitada, Chile Novo Nordisk Colombia SAS, Colombia Novo Nordisk India Private Limited, India Novo Nordisk Service Centre (India) Pvt. Ltd., India PT. Novo Nordisk Indonesia, Indonesia Novo Nordisk Pars, Iran Novo Nordisk Pharma Ltd., Japan Novo Nordisk Pharma (Malaysia) Sdn Bhd, Malaysia 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Novo Nordisk Pharma Operations (Business Area) Sdn Bhd, Malaysia 100 Novo Nordisk Mexico S.A. de C.V., Mexico • Novo Nordisk Pharmaceuticals Ltd., New Zealand Novo Nordisk Pharma (Private) Limited, Pakistan Novo Nordisk Panama S.A., Panama Novo Nordisk Peru S.A.C., Peru Novo Nordisk Pharmaceuticals (Philippines) Inc., Philippines Novo Nordisk Pharma (Singapore) Pte Ltd., Singapore Novo Investment Pte Limited, Singapore Novo Nordisk Pharma Korea Ltd., South Korea Novo Nordisk Lanka (PVT) Ltd, Sri Lanka Novo Nordisk Pharma (Thailand) Ltd., Thailand Novo Nordisk Venezuela Casa de Representación C.A., Venezuela Other subsidiaries and associated companies NNE A/S, Denmark NNIT A/S, Denmark • • Churchill Stateside Solar Fund XIV, LLC, United States • Companies without significant activities are not included in the list. NNE A/S subsidiaries are not included in the list. 100 100 100 100 100 100 100 100 100 100 93 100 100 18 99 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Financial statement / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 78 Financial definitions (part of Management's review – not audited) Dividend payout ratio Total dividends for the year as a percentage of net profit. Purchase of intangible assets Cash flow statement amount for the purchase of intangible assets. Financial ratios have been calculated in accordance with the guidelines from the Danish Society of Financial Analysts, and supplemented by certain key ratios for Novo Nordisk. Financial ratios are described below and in the section 'Non-IFRS financial measures'. Purchase of property, plant and equipment Cash flow statement amount for the purchase of property, plant and equipment. The definition of capital expenditure was redefined in 2019. Capital expenditure is now defined as purchase of property, plant and equipment from the cash flow statement. Amounts for 2016-2018 have been restated in 'Performance highlights'. ADR An American Depository Receipt (or ADR) represents ownership of the shares of a non-US company and trades in US financial markets. Basic earnings per share (EPS) Net profit divided by the average number of shares outstanding. Diluted earnings per share Net profit divided by average number of shares outstanding, including the dilutive effect of the outstanding restricted stock units. Effective tax rate Income taxes as a percentage of profit before income taxes. Gross margin Gross profit as a percentage of sales. Net profit margin Net profit as a percentage of sales. Number of shares outstanding The total number of shares, excluding the holding of treasury shares. Operating margin Operating profit as a percentage of sales. Other comprehensive income (OCI) Other comprehensive income comprises all items recognised in equity for the year other than those related to transactions with owners of the company. Examples of items that are required to be presented in OCI are: – Exchange rate adjustments of investments in subsidiaries. – Remeasurements of defined benefit plans. – Changes in fair value of financial instruments in a cash flow hedge. Part of Management´s review – not auditedManuelNon-IFRS financial measures Sales in constant exchange rates DKK million Net sales 2020 2019 2018 126,946 122,021 111,831 Effect of exchange rate 3,254 (3,923) 5,043 Solely for the purpose of calculating average net operating assets for 2019, year-end net operating assets for 2018 have been adjusted upwards by DKK 3,778 million to DKK 40,541 million, reflecting the recognition by Novo Nordisk of right-of-use assets of DKK 3,778 million as of 1 January 2019 in accordance with IFRS 16. Comparative figures for 2018 have not been restated. Please refer to note 1.2. (part of Management's review – not audited) Sales in constant exchange rates 130,200 118,098 116,874 Novo Nordisk Annual Repor t 2020 / 79 In the Annual Report, Novo Nordisk discloses certain financial measures of the Group’s financial performance, financial position and cash flows that reflect adjustments to the most directly comparable measures calculated and presented in accordance with IFRS. These non-IFRS financial measures may not be defined and calculated by other companies in the same manner, and may thus not be comparable. The non-IFRS financial measures presented in the Annual Report are: – Sales and operating profit in constant exchange rates – Operating profit after tax to net operating assets (OPAT/NOA) – Financial reserves – Free cash flow – Cash to earnings refers to an IFRS financial measure. Sales and operating profit growth in constant exchange rates 'Growth in constant exchange rates’ means that the effect of changes in exchange rates is excluded. It is defined as sales/operating profit for the period measured at the average exchange rates for the same period of the prior year compared with net sales/operating profit for the same period of the prior year. Price adjustments within hyperinflation countries as defined in IAS 29 ‘Financial reporting in hyperinflation economies’ are excluded from the calculation to avoid growth in constant exchange rates being artificially inflated. Growth in constant exchange rates is considered to be relevant information for investors in order to understand the underlying development in sales and operating profit by adjusting for the impact of currency fluctuations. Net sales previous year 122,021 111,831 111,696 % increase/(decrease) in reported currencies % increase/(decrease) in constant exchange rates 4.0% 9.1% 0.1% 6.7% 5.6% 4.6% Operating profit in constant exchange rates The following table shows the reconciliation of operating profit after tax to net operating assets with operating profit/equity in %, the most directly comparable IFRS financial measure: Operating profit/equity in % DKK million Operating profit / Equity 2020 54,126 63,325 85.5% 2019 2018 52,483 47,248 57,593 51,839 91.1% 91.1% DKK million Operating profit 2020 2019 2018 54,126 52,483 47,248 Operating profit/equity in % Effect of exchange rate 1,930 (2,607) 3,098 Operating profit in constant exchange rates Operating profit previous year % increase/(decrease) in reported currencies % increase/(decrease) in constant exchange rates 56,056 52,483 49,876 50,346 47,248 48,967 3.1% 11.1% (3.5%) 6.8% 5.6% 2.8% Operating profit after tax to net operating assets (OPAT/NOA) Operating profit after tax to net operating assets is defined as ‘operating profit after tax‘ (using the effective tax rate) as a percentage of average inventories, receivables, property, plant and equipment, intangible assets and deferred tax assets, less non-interest-bearing liabilities including provisions and deferred tax liabilities (where average is the sum of the above assets and liabilities at the beginning of the year and at year-end divided by two). Management believes operating profit after tax to net operating assets is a useful measure in providing investors and Management with information regarding the Group's performance. The calculation of this financial target is a widely accepted measure of earnings efficiency in relation to total capital employed. Operating profit after tax to net operating assets DKK million Operating profit after tax / Average net operating assets Operating profit after tax to net operating assets in % 2020 42,922 51,824 2019 2018 42,091 38,318 42,940 32,832 82.8% 98.0% 116.7% OPAT/NOA numerator Reconciliation of operating profit to operating profit after tax: DKK million Operating profit 2020 2019 2018 54,126 52,483 47,248 Tax on operating profit (using effective tax rate) (11,204) (10,392) (8,930) Operating profit after tax 42,922 42,091 38,318 Part of Management´s review – not auditedManuelNovo Nordisk Annual Repor t 2020 / 80 The following table shows a reconciliation of free cash flow with net cash generated from operating activities, the most directly comparable IFRS financial measure: 2019 5,835 2018 5,145 50,551 41,891 4,121 2,893 Financial reserves 'Financial reserves at the end of the year' is defined as the sum of cash and cash equivalents at the end of the year and undrawn committed credit and loan facilities, with a maturity of more than 12 months, less loans and bank overdrafts classified as liabilities arising from financing activities with obliged repayment within 12 months of the balance sheet date. Free cash flow DKK million Management believes that financial reserves at the end of the year are an important measure of the Group's financial strength from an investor's perspective, capturing the robustness of the Group's financial position and its financial preparedness for unforeseen developments. Net cash generated from operating activities Net cash used in investing activities 2020 2019 2018 51,951 46,782 44,616 (22,436) (11,509) (12,080) The following table reconciles total financial reserves with cash and cash equivalents, the most directly comparable IFRS financial measure: Repayment on lease liabilities (950) (822) — Free cash flow 28,565 34,451 32,536 Financial reserves DKK million Cash and cash equivalents Undrawn committed credit facility 2020 12,226 11,531 5,577 (576) 2019 15,411 11,578 — (595) 2018 15,629 11,574 — (506) (4,610) Undrawn bridge facility2 (15,085) (14,098) Borrowings2 (31,120) (26,161) Financial reserves2 28,758 26,394 26,697 2. Financial reserves include amounts undrawn under credit facilities and overdrafts where the repayment of such facilities or overdrafts is not contractually required within 12 months of the balance sheet date. Financial reserves include the DKK 5,577 million (EUR 750 million) undrawn portion of a bridge facility as the terms of the facility provide that the maturity can be extended, at the option of Novo Nordisk, through June 2022. In accordance with IFRS, the DKK 5,577 million (EUR 750 million) drawn portion of the bridge facility has nevertheless been classified as current debt as it is Management’s expectation that the facility will be repaid in 2021. Free cash flow Novo Nordisk used to define free cash flow as ‘net cash generated from operating activities’ less ‘net cash used in investing activities’. From 1 January 2019, Novo Nordisk has defined free cash flow as ’net cash generated from operating activities’, less ‘net cash used in investing activities’, less repayment on lease liabilities. The updated definition reflects the imple- mentation of IFRS 16, which accordingly has a neutral effect on free cash flow. Free cash flow is a measure of the amount of cash generated in the period which is available for the Board to allocate between Novo Nordisk's capital providers, through measures such as dividends, share repurchases and repayment of debt (excluding lease liability repayments) or for retaining in the business to fund future growth. Cash to earnings Cash to earnings is defined as 'free cash flow as a percentage of net profit'. Management believes that cash to earnings is an important performance metric because it measures the Group’s ability to turn earnings into cash. Since Management wants this measure to capture the ability of the Group’s operations to generate cash, free cash flow is used as the numerator instead of net cash flow. The following table shows the reconciliation of cash to earnings to cash flow from operating activities/net profit in %, the most directly comparable IFRS financial measure: Cash flow from operating activities/net profit in % DKK million 2020 2019 2018 Net cash generated from operating activities / Net profit Cash flow from operating activities/net profit in % 51,951 42,138 46,782 38,951 44,616 38,628 123.3% 120.1% 115.5% Cash to earnings DKK million Free cash flow / Net profit Cash to earnings 2020 28,565 42,138 67.8% 2019 34,451 38,951 88.4% 2018 32,536 38,628 84.2% OPAT/NOA denominator DKK million Intangible assets Property, plant and equipment Deferred income tax assets Other receivables and prepayments (non-current) Inventories Trade receivables Tax receivables Other receivables and prepayments (current) Deferred tax liabilities Retirement benefit obligations Provisions (non-current) Trade payables Tax payables Other liabilities Provisions (current) Net operating assets Average net operating assets1 2020 20,657 50,269 5,865 674 18,536 27,734 289 4,161 (2,502) (1,399) (4,526) (5,717) (3,913) (17,005) (34,814) 58,309 51,824 841 17,641 24,912 806 3,434 (80) (1,334) (4,613) (6,358) (4,212) — 16,336 22,786 1,013 3,090 (118) (1,256) (3,392) (6,756) 45,339 42,940 36,763 32,832 1. Average net operating assets for 2019 was calculated based on an adjusted net operating assets figure for 2018, which was adjusted by the right-of-use assets of DKK 3,778 million as of 1 January 2019, following the implementation of IFRS 16. As a consequence, the net operating assets figure for 2018 was adjusted to DKK 40,541 million for the calculation of the average net operating assets for 2019. Reconciliation of net operating assets to equity: DKK million Equity Investment in associated companies Other financial assets Derivative financial instruments 2020 63,325 (582) (1,066) (2,332) 2019 2018 57,593 51,839 (474) (531) (1,334) (1,242) (188) (204) Cash at bank (12,757) (15,475) (15,638) Borrowings – non-current Borrowings – current Derivative financial instruments 2,897 7,459 1,365 3,009 1,474 734 — 515 2,024 Net operating assets 58,309 45,339 36,763 Part of Management´s review – not auditedStatement of environmental, social and governance (ESG) performance for the year ended 31 December Environmental performance Resources Energy consumption for operations (1,000 GJ) Share of renewable power for production sites Water consumption for production sites (1,000 m3) Emissions and waste CO2 emissions from operations and transportation (1,000 tonnes) Waste from production sites (1,000 tonnes) Social performance Patients Patients reached with Novo Nordisk's Diabetes care products (estimate in millions) – Hereof reached via the Novo Nordisk Access to Insulin Commitment (estimate in millions) Children reached through the Changing Diabetes in Children programme (CDiC) (cumulative) Donations and other contributions (DKK million) Employees Employees (total) Employee turnover Employee engagement1 Frequency of occupational accidents (number per million working hours) Other Animals purchased for research Gender in management (ratio men:women) Gender in BoD (ratio men:women) Governance performance Relevant employees trained in business ethics Business ethics reviews Facilitations of the Novo Nordisk Way (total) Supplier audits Product recalls Failed inspections Company trust (scale 0–100) Total tax contribution (DKK million) Breaches of environmental regulatory limit values Novo Nordisk Annual Repor t 2020 / 81 Note 2020 2019 2018 7.1 7.1 7.2 7.3 7.4 8.1 8.1 8.1 8.2 8.3 8.3 8.3 8.4 8.5 8.6 8.6 9.1 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 3,191 100% 3,368 170 141 32.8 3.2 28,296 158 45,323 7.9% N/A 1.3 50,036 59:41 62:38 99% 32 26 177 — — 80.6 26,376 15 2,993 76% 3,149 306 124 3,099 77% 3,101 278 142 30.0 2.9 29.2 0.3 25,695 22,876 105 103 43,258 11.4% 91% 2.2 43,202 11.7% 91% 2.4 49,637 65,593 60:40 62:38 60:40 67:33 99% 34 32 236 4 — 78.2 99% 33 63 294 3 — 84.5 27,527 25,825 16 27 1. Due to COVID-19, the annual employee engagement survey was replaced with more frequent and dynamic surveys tailored to local needs to ensure a continuous check-in with employees throughout 2020. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 82 Notes to the consolidated ESG statement Section 6 Basis of preparation General reporting standards and principles Novo Nordisk's annual reporting complies with the Danish Financial Statements Act. Sections 99a, 99b and 107d specify the requirements of the EU Directive on disclosure of non-financial and diversity information to report on the management of risks related to the environment, climate, human rights, labour and social conditions, anti-corruption and gender distribution. These requirements are addressed in the Management Review. Novo Nordisk also adheres to the International Integrated Reporting Framework and the AA1000AP(2018), which states that reporting must provide a complete, accurate, relevant and balanced picture of the organisation’s approach to and impact on stakeholders and society. Novo Nordisk is an active member of the world's leading circular economy network, the Ellen MacArthur Foundation. As recommended by the Task Force on Climate-related Financial Disclosures (TCFD), Novo Nordisk is working to integrate two climate change scenarios into the risk management process to identify short, medium and long-term risks within our production and supply chain: – 2⁰C scenario, consistent with meeting the Paris Agreement Goal (Representative Concentration Pathway RCP 2.6) – 4⁰C scenario as an alternative high-emission scenario (RCP 8.5) Novo Nordisk discloses in accordance with the recommendations put forward by the Carbon Disclosure Project (CDP). For a full breakdown of climate and water impacts, please refer to the publicly available report of Novo Nordisk CDP disclosures. Novo Nordisk applies AA1000AP(2018) as a component in creating a generally applicable approach to assessing and strengthening the credibility of the Group's public reporting of ESG information. Novo Nordisk has designed processes to ensure that the qualitative and quantitative information that documents the ESG dimensions of performance is assured, as well as the systems that underpin the data and performance. The principles outlined in AA1000AP(2018) have been applied as described below. Inclusivity As a pharmaceutical business with global reach, Novo Nordisk is committed to being accountable to those stakeholders who are impacted by the organisation. From the perspective of social responsibility, the key stakeholder groups are patients who rely on Novo Nordisk products, employees at Novo Nordisk and throughout the Group's value chain, business partners and local communities. Novo Nordisk maps its stakeholders and has processes in place to ensure inclusion of stakeholder concerns and expectations. In addition, Novo Nordisk continuously develops its stakeholder engagement and capacity to be a sustainable business at corporate, regional and affiliate levels. See how Novo Nordisk defines what is meant by sustainable business in 'Purpose & sustainability'. Materiality Key issues are identified through ongoing stakeholder engagement and trendspotting, informed by data-driven analysis and addressed by programmes or action plans with clear and measurable targets. The issues presented in the Annual Report are deemed to have a significant impact on the Group's future business performance and may support stakeholders in their decision-making. Responsiveness The Annual Report reflects how the company is managing operations in ways that consider and respond to stakeholder concerns and interests. The report reaches out to a wide range of stakeholders, each with specific needs and interests. The Annual Report is prepared with investors in mind. To these stakeholders, however, as well as to the many other groups who may seek information in the Annual Report, this is just one element of interaction and communication with the company. Impact Understanding, measuring and communicating the positive and negative impacts on society and the environment of Novo Nordisk's activities are important. Novo Nordisk is currently working on developing methodologies to be better able to do just that, covering the entire value chain. Applying materiality The consolidated ESG statement is a result of assessing legal requirements and disclosure commitments applicable to Novo Nordisk. Whether information is tied directly or indirectly to Novo Nordisk's ability to create value over the short, medium and long term is also assessed. When assessing whether a disclosure is material to include in the consolidated ESG statement, Management considers whether the matter is of such relevance and importance that it could substantively influence the assessment by providers of financial capital of Novo Nordisk's ability to create value over the short, medium and long term. See more at novonordisk.com. Principles of consolidation The environmental disclosures covers the production sites, laboratories and offices with significant activities. CO2 emissions related to transportation cover cars leased or owned by Novo Nordisk, business flights and suppliers distributing Novo Nordisk products. The social and governance-related disclosures cover the Novo Nordisk Group, comprising Novo Nordisk A/S and entities controlled by Novo Nordisk A/S. Accounting policies The accounting policies set out below in the notes have been applied consistently in the preparation of the consolidated ESG statement for all the years presented. Changes to accounting policies and disclosures Children reached through the Changing Diabetes in Children programme (CDiC) has been added to expand disclosure to align with the Defeat Diabetes strategy. Gender in the Board of Directors (BoD) (ratio men:women) has been added to expand on the diversity reporting. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 83 Section 7 Environmental performance 7.1 Energy consumption for operations and share of renewable power Energy consumption for operations 1,000 GJ Production Office buildings and laboratories Total energy consumption 2020 2,718 473 3,191 2019 2,458 535 2,993 2018 2,502 597 3,099 Energy consumption for production increased by 11% primarily due to a new API production facility in Clayton, North Carolina. Energy consumption in office buildings and laboratories decreased by 12% due to both energy- saving projects and COVID-19 shutdowns. Energy-saving projects implemented in 2020 within production sites are expected to result in annual savings of 94,000 GJ. In 2020, 100% of power sourced at production sites was from renewable energy, an increase from 76% in 2019. This is due to five production sites, including North America, Russia and France, now also sourcing renewable power starting in 2020. Accounting policies Energy consumption for operations is measured as consumption of power, steam, heat and fuel. The fuel is mainly from natural gas, biogas and wood. Energy consumption is based on meter readings and invoices and covers all energy types at production sites and laboratories and consumption of power at office buildings outside of production sites. The share of renewable power used at production sites is reported according to the Greenhouse Gas (GHG) Protocol Scope 2 Guideline. It is calculated as the sum of power in each country that comes from 100% renewable sources, either sourced or self-produced. 7.2 Water consumption for production sites In 2020, production sites consumed 3,368,000 cubic metres of water, an increase of 7% compared with 2019 due to the start-up of a new API production facility in Clayton, North Carolina. CO2 emissions from global offices and laboratories decreased by 38% in 2020. As part of the Circular for Zero strategy, all offices and laboratories will source renewable power by 2030. In 2020, CO2 emissions from office buildings and laboratories decreased, primarily due to energy-saving projects and impacts from COVID-19. Four production sites, including China and Brazil, are in areas subject to water stress or high seasonal variations. They consume 11% of the total water for global production. Overall, water consumption at these facilities decreased by 15% in 2020, despite adding new sites. This was due to significant water-saving projects implemented in China and Brazil. In 2020, emissions from product distribution decreased by 24%, primarily driven by optimisation projects to move products shipped from air to sea freight despite supply and market challenges. CO2 emissions from business flights decreased by 71%, and emissions from company cars decreased by 27%. This was due to impacts from COVID-19. Accounting policies Water consumption is measured based on meter readings and invoices. It includes drinking water, industrial water and steam used at production sites. A full breakdown of scope 1, 2 and 3 emissions from Novo Nordisk can be found at cdp.net. 7.3 CO2 emissions from operations and transportation CO2 emissions from operations and transportation 1,000 tonnes Production Office buildings and laboratories Product distribution Business flights Company cars 2020 2019 2018 37 8 61 19 45 86 13 80 65 62 86 28 39 63 62 Total CO2 emissions 170 306 278 Novo Nordisk has a long-term target of zero CO2 emissions from operations and transportation by 2030. In 2020, CO2 emissions from operations and transportation decreased by 44%. The decrease was due to the implementation of renewable energy initiatives in production, as well as impacts from COVID-19 on transportation. Accounting policies CO2 emissions from operations (production, office buildings and laboratories) CO2 emissions from operations cover consumption of power, fuel, heat and steam at office buildings in Denmark, global production sites and laboratories, and consumption of power in office buildings outside Denmark. Emissions are measured in metric tonnes, calculated according to the GHG Protocol and based on emission factors from the previous year. CO2 emissions from product distribution CO2 emissions from product distribution are calculated by external transportation suppliers as the estimated emissions from product distribution in metric tonnes. CO2 emissions are calculated based on the worldwide distribution of semi-finished and finished products, raw materials and components by air, sea and road between production sites and from production sites to subsidiaries, direct customers and importing distributors. CO2 emissions from product distribution from subsidiaries to pharmacies, hospitals and wholesalers are not included. CO2 emissions from business flights CO2 emissions from business flights are estimated based on mileage and emission factors for short, medium and long-haul flights along with passenger class obtained from travel agencies. CO2 emissions from production decreased by 57% due to the implementation of renewable heat and steam in Kalundborg, Denmark, wind power in France, Algeria and Russia, and solar power in the US. CO2 emissions from company cars CO2 emissions from company cars cover cars leased or owned by Novo Nordisk. Emissions are calculated by multiplying emission factors by the volumes of diesel and petrol used. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional informationManuelikke hårdt linjeskift i overskrifter 7.4 Waste from production sites Waste from production sites 1,000 tonnes Organic residues1 Other (paper, cardboard, metals, etc.) Total recycling Ethanol waste2 Other (various combustible waste) Total waste with energy recovery3 Water waste Other Total waste with no energy recovery4 Total waste to landfill Total waste 2020 108 8 116 9 6 15 5 4 9 1 2019 2018 89 8 97 13 5 18 5 3 8 1 93 12 105 22 6 28 4 4 8 1 141 124 142 1. Organic residues for recycling are waste from the production of the active pharmaceutical ingredients, where the energy is recovered in biogas plants and the digested slurry is used on local farmland as fertiliser. 2. Ethanol is used in purification of Diabetes care and Biopharm products. The ethanol is recovered in internal regeneration plants and re-used many times. The ethanol waste reported here is from production with no regeneration or residues from the regeneration process. 3. Energy recovery is waste disposed of at waste-to-energy plants and at a biogas plant. 4. Water waste and other waste not suitable for other disposal methods, such as hazardous waste for incineration and various other types of waste. In 2020, waste from production sites increased by 14% compared with 2019. The amount of waste recycled increased by 20% in 2020 primarily due to an increase in production in Kalundborg, Denmark. The amount of waste sent for energy recovery decreased by 17% primarily due to a distillation method within API production to reuse ethanol internally instead of sending it for incineration with energy recovery. In 2020, 93% of the total waste from production sites was recycled, used for biogas production or incinerated at plants where the energy is used for heat and power production. Less than 1% of total waste was sent to landfill. 14% of the waste is categorised as hazardous waste, a decrease from 18% in 2019. This reduction was due to a reduction in ethanol waste from the production of API for Diabetes and Obesity care. Accounting policies Waste is measured as the sum of all the waste disposed of at production sites based on weight receipts. Novo Nordisk Annual Repor t 2020 / 84 Section 8 Social performance 8.1 Patients reached with Novo Nordisk's Diabetes care products considerations. Despite this uncertainty, Novo Nordisk assesses this to be the most consistent way of reporting. The number of children reached with free diabetes care treatment through the Changing Diabetes in Children programme is measured as the total accumulated number of children reached at the end of the year since 2009, when the programme was initiated. 8.2 Donations and other contributions The estimated number of full-year patients reached with Novo Nordisk's Diabetes care products increased from 30.0 million in 2019 to 32.8. million in 2020. This 9% increase was primarily driven by sales of long-acting, premix and fast-acting insulins, human insulin and GLP-1 products. Donations and other contributions DKK million World Diabetes Foundation (WDF) In 2020, the estimated number of patients reached with Novo Nordisk's Diabetes care products via the Access to Insulin Commitment was 3.2 million, compared with 2.9 million in 2019. Novo Nordisk sold insulin according to this commitment in 34 countries of the 76 countries in scope. Beyond this scheme, Novo Nordisk also sold human insulin below the ceiling price in other countries, reaching an estimated additional 3.1 million patients in 2020. Approximately 130,000 patients were reached through human insulin vial donations to humanitarian organisations. Through the Changing Diabetes in Children programme, 28,296 children had been reached by the end of 2020, compared with 25,695 in 2019. Accounting policies The number of full-year patients reached with Novo Nordisk's Diabetes care products, excluding devices and PrandiMet®, is estimated by dividing Novo Nordisk's annual sales volume by the annual usage dose per patient for each product class as defined by the World Health Organization (WHO). PrandiMet® is not included as no WHO-defined dosage exists. WHO has not yet assigned a daily dose for Rybelsus®. For this calculation, it is assumed that one tablet equals one patient treatment day. The number of full-year patients reached with Novo Nordisk's Diabetes care products (human insulin in vials) via the Access to Insulin Commitment (AtIC) is estimated by dividing Novo Nordisk's annual sales volume by the annual usage dose per patient reached via the AtIC as defined by WHO. The WHO-defined daily dosage has not changed since 1982, except for Victoza® which was changed in 2019, and may not accurately reflect the recommended or prescribed daily dose. Actual doses are based on individual characteristics (e.g. age and weight) and pharmacokinetic Novo Nordisk Haemophilia Foundation (NNHF) Total donations and other contributions 2020 138 20 158 2019 2018 86 19 85 18 105 103 The WDF, an independent trust, supports sustainable partnerships and acts as a catalyst to help others do more. In 2020, the WDF provided funding to 21 partnership projects in 22 countries. The projects focus on awareness, education and capacity-building at local, regional and global levels The amount granted to WDF in 2020 covers i.a. the donation approved by the Annual General Meeting in 2020 and a special one-off contribution. See note 5.2 in the consolidated financial statements and worlddiabetesfoundation.org for additional information. The NNHF supports programmes in low- and middle-income countries. Initiatives focus on capacity-building, diagnosis and registry, awareness and advocacy. Since 2005, the NNHF has provided funding for 296 programmes in 78 countries. See nnhf.org. Furthermore, DKK 165 million was granted to the Antimicrobial Resistance Research (AMR) Action Fund, the largest collective fund ever established to support vital research into antimicrobial resistance research and development. It is categorised as an equity investment and therefore not expensed in the income statement. Accounting policies Donations and other contributions by Novo Nordisk to the WDF and the NNHF are recognised as an expense when the donation or contribution is paid out or when an unconditional commitment to donate has been made. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional information8.3 Employees Employees Number North America Operations 2020 6,213 2019 2018 6,190 6,093 International Operations: 39,110 37,068 37,109 EMEA (Europe, the Middle East and Africa) 24,600 23,540 24,517 - of which in Denmark 17,538 16,747 17,461 China (Mainland China, Hong Kong, Taiwan) 5,548 5,263 4,636 Rest of World (all other countries) 8,962 8,265 7,956 Total employees Full-time employees 45,323 43,258 43,202 44,723 42,703 42,672 The growth in employees was mainly driven by International Operations, with the highest growth rate in China. Novo Nordisk also continues to increase the number of employees in Global Business Services in India, which grew by 14% compared with last year. 8.4 Frequency of occupational accidents The average frequency rate of occupational accidents with absence was 1.3 accidents per million working hours in 2020, compared with 2.2 in 2019, due to a 39% decrease in the number of accidents. In 2020, as in 2019, Novo Nordisk had one work-related fatality. The significant decrease in the number of occupational accidents is attributed to the global COVID-19- related lockdown. Our production sites, which have remained in operation during the lockdown, also show a decline in the number of occupational accidents with absence. Novo Nordisk works with a zero-injury mindset and has a long-term commitment to continuously improving safety performance. Accounting policies The frequency of occupational accidents with absence is measured as the internally reported number of accidents using full-time employees, excluding externals, employees on unpaid leave, interns, bachelor and master thesis employees and substitutes, per million nominal working hours. An occupational accident with absence is any work-related accident causing at least one day of absence in addition to the day of the accident. 8.5 Animals purchased for research The employee turnover rate decreased significantly from 11.4% in 2019 to 7.9% in 2020, and it is assumed to be related to the COVID-19 pandemic. Animals purchased Number 2020 2019 2018 Accounting policies The number of employees is recorded as all employees except externals, employees on unpaid leave, interns, bachelor and master thesis employees and substitutes at year-end. Employees are attributed to geographical regions according to their primary workplace across the commercial units, research and development, production and support functions. Employees in corporate functions are included in EMEA, and employees in Global Business Service in Bangalore, India are included in Rest of World. The rate of turnover is measured as the number of employees, excluding temporary employees, who left the Group during the financial year divided by the average number of employees, excluding temporary employees. Employees working for Group companies that have been disposed of are not counted as having left the Group. Employee engagement is measured on a scale of 1–5 and based on questions relating to employee engagement in the annual employee survey, OurVoice. The score is calculated as the proportion of employees who responded favourably (4 or 5) to relevant questions. Mice, rats and other rodents 38,850 48,081 63,547 Pigs Rabbits Dogs Non-human primates Fish (larvae) Other vertebrates 783 239 91 264 9,804 5 880 349 157 168 — 2 1,023 641 100 278 — 4 Total animals purchased 50,036 49,637 65,593 The number of animals purchased for research in 2020 increased by 1% compared with 2019 due to the purchase of fish. The overall development reflects the changes in stages of the different research projects. However, for 2020 the animals purchased for research are also impacted by the overall COVID-19 situation. The reduction in the number of rodents purchased also reflects Novo Nordisk's continuous focus on reducing the number of animals per research project. 78% of the animals purchased were rodents. Novo Nordisk Annual Repor t 2020 / 85 Accounting policies The record of animals purchased for research comprises the number of animals purchased for all research undertaken by Novo Nordisk either in-house or by external contractors. The number of animals purchased is based on internal registration of purchased animals and yearly reports from external contractors. 8.6 Gender diversity Gender in management Ratio men:women EVP, SVP CVP, VP, GM Director, Manager, Team Leader Gender in management (overall) Gender in BoD 2020 76:24 64:36 58:42 59:41 62:38 2019 82:18 66:34 59:41 60:40 62:38 2018 87:13 66:34 60:40 60:40 67:33 All management teams, from entry level upwards, are encouraged to focus on enhanced diversity, with the aim of ensuring a robust pipeline of talent for management positions. For additional information about diversity at executive management level and at BoD level see page 42 - 45. Gender diversity in management overall remained approximately the same as in 2019. Among employees as a whole, the gender split was 49% women and 51% men in 2020, the same as in 2019. Accounting policies Diversity at Novo Nordisk is reported as the percentage split by gender in all managerial positions. Managerial positions are defined as all managers at Novo Nordisk (global job level including Executive Vice Presidents (EVP), Senior Vice Presidents (SVP), Corporate Vice Presidents (CVP), Vice Presidents (VP), General Managers (GM), Directors, Managers and Team Leaders). Diversity at Board of Directors-level is reported as the percentage split by gender among the members. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional informationNovo Nordisk Annual Repor t 2020 / 86 Section 9 Governance performance 9.1 Business ethics Accounting policies The mandatory business ethics training is based on the Business Ethics Code of Conduct in the form of globally applicable e-learning, and related tests released annually by the Novo Nordisk Business Ethics Compliance Office. The percentage of employees completing the training is calculated as the percentage of completion of training in both the Code of Conduct and related tests, based on internal registrations. The number of business ethics reviews is recorded as the number of business ethics reviews performed by Group Internal Audit in subsidiaries, production sites and headquarter areas. 9.2 Facilitations of the Novo Nordisk Way In 2020, a total of 26 units were facilitated and more than 1,200 employees, were individually interviewed. In addition, feedback on those units was collected from approximately 340 stakeholders. Overall, the 2020 process continues to show a good level of adherence to the Novo Nordisk Way. Three units were found to be in breach of one or more of the Novo Nordisk Essentials. The Essential with the strongest performance continues to be the 'Patient-centred business approach'. In 2020, partly driven by the focus on strengthening the culture journey, significantly more findings were issued related to the Essential 'We set ambitious goals and strive for excellence'. Accounting policies Facilitations of the Novo Nordisk Way is measured as the number of facilitations and culture coaching sessions completed. Both are internal processes for assessing adherence with the Novo Nordisk Way. The assessments are based on review of documentation and feedback from stakeholders followed by an on-site visit during which randomly selected employees and management are interviewed. Identified gaps and improvement opportunities related to the Novo Nordisk Way are presented to and discussed with management. The facilitators and management agree on an action plan to address those gaps and improvement opportunities. 9.3 Supplier audits Supplier audits Number Responsible sourcing audits Quality audits Total supplier audits 2020 2019 2018 7 170 177 27 209 236 19 275 294 The number of audits concluded in 2020 decreased by 25% compared with 2019. The decrease was due to COVID-19-related restrictions imposed on travel and general ability to access suppliers' facilities and subsequent postponement of planned audits. No critical findings were issued related to responsible sourcing audits, while one critical finding was issued related to quality audits regarding handling of controlled waste. A follow-up audit has since been conducted, where the finding was found to have been closed satisfactorily. Accounting policies The number of supplier audits concluded by Novo Nordisk's Corporate Quality function consists of the number of responsible sourcing audits and quality audits conducted at suppliers. 9.4 Product recalls 9.5 Failed inspections In 2020, as in 2019, there were no failed inspections among those resolved at year-end. During the year, 77 inspections were conducted, compared with 66 in 2019. At year-end, 59 inspections were passed and 18 were unresolved, as final inspection reports had not been received or the final authority acceptance was pending, which is normal. Follow-up on unresolved inspections continues in 2021. Accounting policies The number of failed inspections is measured in relation to inspections by the US Food & Drug Administration (USFDA), the European Medicines Agency (EMA), the Notified Body (TÜV SUD) and domestic authorities for strategic manufacturing sites. Failed inspections are defined as inspections where Warning Letters or EMA non-compliance letters related to GMP inspections are received, GMP/ISO certificates for strategic sites are lost, pre-approval inspections result in a Warning Letter, study conclusions are changed due to GCP/GLP inspection issues, or marketing or import authorisations are withdrawn due to inspection issues. Strategic sites are defined as the manufacturing sites in Brazil, China, Denmark, France and the US. 9.6 Company trust Company trust Scale 0-100 People with diabetes General practitioners Diabetes specialists Total score (average) 2020 2019 2018 80.4 76.1 85.2 80.6 78.1 75.3 81.3 78.2 78.6 85.7 89.2 84.5 Novo Nordisk had no product recalls from the market in 2020, compared with four in 2019. To verify that the product recall process remains robust and efficient, a mock recall was effectuated in 18 affiliates worldwide. Based on that, the product recall process has been evaluated and concluded to be effective. Accounting policies The number of product recalls is recorded as the number of times Novo Nordisk has instituted a recall and includes recalls in connection with clinical trials. A recall can affect various countries. Accounting policies Company trust is measured annually. The total score is measured as the mean company trust score among people with diabetes, general practitioners and diabetes specialists across key markets. Trust is measured on a scale of 0–100, with 100 being the best possible score. A score above 80 is considered excellent; a score between 70 and 80 is considered strong. Data were collected between June and July 2020. The data are collected through annual surveys carried out by external consultancy firms. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional information9.7 Total tax contribution 9.8 Breaches of environmental regulatory limit values Total tax contribution 2020 2019 2018 DKK million Taxes borne Taxes collected In 2020, there were 15 breaches, a decrease from 16 breaches in 2019. The breaches were mainly related to wastewater, and all had a minor impact on the environment. Novo Nordisk Annual Repor t 2020 / 87 Accounting policies Breaches of regulatory limit values cover all breaches reported to the environmental authorities. Corporate income taxes paid 10,106 3,471 13,577 14,392 13,006 Employment taxes 1,549 8,039 9,588 9,638 9,427 Indirect taxes Other taxes Total 1,307 1,190 2,497 2,610 2,257 714 — 714 887 1,135 13,676 12,700 26,376 27,527 25,825 The total tax contribution in 2020 amounted to DKK 26,376 million split with 52% on taxes borne and 48% on taxes collected. In 2019, the split was 54% on taxes borne (DKK 14,829 million) and 46% on taxes collected (DKK 12,698 million). The overall decrease in total tax contribution from 2019 to 2020 is primarily related to 'Corporate income taxes paid' . This is mainly due to less prepayment in Denmark as a consequence of acquisitions in the end of 2020. Accounting policies Novo Nordisk's total tax contribution is measured as the taxes borne or collected by Novo Nordisk, which have been paid in the respective year. Taxes borne are defined as taxes where Novo Nordisk carries the cost. Taxes collected are defined as taxes collected by Novo Nordisk on behalf of others, e.g. employee income taxes deducted from the employee salaries and paid on to the government. Corporate income taxes paid Corporate income taxes paid primarily consists of corporate income taxes and withholding taxes on company dividends paid during the year. Employment taxes Employment taxes primarily consist of taxes collected from the employees on behalf of the government and social security costs (part of payroll taxes in some countries). Indirect taxes Indirect taxes consist of non-refundable VAT, net VAT collections, customs duties, environmental taxes and property taxes. Other taxes Other taxes consist of country-specific taxes not linked to one of the categories above, e.g. the US branded prescription drug (BPD) fee. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG statement / Additional informationNovo Nordisk Annual Repor t 2020 / 88 Statement by the Board of Directors and Executive Management on the 2020 Annual Report Today, the Board of Directors and Executive Management approved the Annual Report of Novo Nordisk A/S for the year 2020. The Board of Directors and Executive Management are jointly responsible for ensuring the integrity and quality of the report. The Annual Report has been prepared in accordance with the International Integrated Reporting Framework. The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in accordance with IFRS as endorsed by the EU and further requirements in the Danish Financial Statements Act. Further, the Financial statements of the Parent Company and Management’s Review have been prepared in accordance with the Danish Financial Statements Act. In our opinion, the Consolidated Financial Statements and the Financial statements of the Parent Company give a true and fair view of the financial position at 31 December 2020, the results of the Group’s and Parent Company’s operations, and consolidated cash flows for the financial year 2020. Furthermore, in our opinion, Management's Review includes a true and fair account of the development in the operations and financial circumstances, of the results for the year and of the financial position of the Group and the Parent Company as well as a description of the most significant risks and elements of uncertainty facing the Group and the Parent Company. Novo Nordisk’s Consolidated Environmental, Social and Governance Statements have been prepared in accordance with the reporting principles of materiality, inclusivity, responsiveness and impact of AA1000AP(2018) and environmental, social and governance accounting policies. They give a true and fair account and a balanced and reasonable presentation of the organisation’s environmental, social and governance performance in accordance with these principles. We recommend that the Annual Report be adopted at the Annual General Meeting. In our opinion, the Annual Report of Novo Nordisk A/S for the financial year 1 January to 31 December 2020 identified as NOVO-2020-12-31.zip is prepared, in all material respects, in compliance with the ESEF Regulation. Bagsværd, 3 February 2021 Registered Executive Management Board of Directors Lars Fruergaard Jørgensen President and CEO Karsten Munk Knudsen CFO Helge Lund Chair Jeppe Christiansen Vice chair Brian Daniels Monique Carter Camilla Sylvest Laurence Debroux Andreas Fibig Sylvie Grégoire Mads Krogsgaard Thomsen Henrik Wulff Liz Hewitt Mette Bøjer Jensen Kasim Kutay Anne Marie Kverneland Martin Mackay Thomas Rantzau Stig Strøbæk Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Statement by BoD and Management / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 89 Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code. To the best of our knowledge and belief, prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014 were not provided. Appointment We were first appointed auditors of Novo Nordisk A/S in April 1982 for the financial year 1982. We have been reappointed annually by shareholder resolution for a total period of uninterrupted engagement of 39 years including the financial year 2020. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements for 2020. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Revenue recognition relating to rebates and discounts in the US business The Group sells to various customers in the US, which can fall under certain commercial and government mandated contracts and reimbursement arrangements, of which the most significant are Managed Care, Medicare, Medicaid and charge-backs to wholesalers. These arrangements result in deductions to gross sales in arriving at net sales and give rise to obligations for the Group to provide customers with rebates, discounts and allowances, which for unsettled amounts are recognised as an accrual. We focused on this area because rebates, discounts and allowances are complex and because establishing an appropriate accrual requires significant judgement and estimation by Management. This judgement is particularly complex in a US healthcare environment in which competitive pricing pressure and product discounting are growing trends. Refer to Note 2.1 and Note 3.6. We obtained Management’s calculations for accruals under applicable schemes and assessed the significance of assumptions applied by comparing them to the stated commercial policies, the terms of the applicable contracts, third party data and historical levels of paid rebates and discounts in the US business. We compared the assumptions to contracted prices, historical rebates, discounts, allowances and to current payment trends. We also considered the historical accuracy of the Group’s estimates. We formed an independent assessment of the most significant elements of the accrual at 31 December 2020 using third party data and compared this expectation to the actual accrual recognised. Independent Auditor’s Reports To the shareholders of Novo Nordisk A/S Report on the audit of the Financial Statements Our opinion In our opinion, the Consolidated Financial Statements give a true and fair view of the Group’s financial position at 31 December 2020 and of the results of the Group’s operations and cash flows for the financial year 1 January to 31 December 2020 in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in accordance with IFRS as endorsed by the EU and further requirements in the Danish Financial Statements Act. Moreover, in our opinion, the Parent Company Financial Statements give a true and fair view of the Parent Company’s financial position at 31 December 2020 and of the results of the Parent Company’s operations for the financial year 1 January to 31 December 2020 in accordance with the Danish Financial Statements Act. Our opinion is consistent with our Auditor’s Long-form Report to the Audit Committee and the Board of Directors. What we have audited The Consolidated Financial Statements of Novo Nordisk A/S for the financial year 1 January to 31 December 2020, section ‘Consolidated financial statements’, comprise income statement and statement of comprehensive income, cash flow statement, balance sheet, equity statement and notes, including summary of significant accounting policies. The Parent Company Financial Statements of Novo Nordisk A/S for the financial year 1 January to 31 December 2020, section ‘Financial Statements of the Parent Company’, comprise income statement, balance sheet, equity statement and notes, including summary of significant accounting policies. Collectively referred to as the “Financial Statements”. Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Independent Auditor’s Reports / Additional informationManuel Statement on Management’s Review Management is responsible for Management’s Review, section ‘Managements review’. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. Moreover, we considered whether Management’s Review includes the disclosures required by the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Management’s responsibilities for the Financial Statements Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in accordance with IFRS as endorsed by the EU and further requirements in the Danish Financial Statements Act and for the preparation of parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, Management is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: – Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. – Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. – Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. – Conclude on the appropriateness of Management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern. – Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. – Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on compliance with the ESEF Regulation As part of our audit of the Financial Statements we performed procedures to express an opinion on whether the Annual Report of Novo Nordisk A/S for the financial year 1 January to 31 December 2020 with the file name NOVO-2020-12-31.zip is prepared, in all material respects, in compliance with the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) which includes requirements related to the preparation of the Annual Report in XHTML format and iXBRL tagging of the Consolidated Financial Statements. Novo Nordisk Annual Repor t 2020 / 90 Management is responsible for preparing an Annual Report that complies with the ESEF Regulation. This responsibility includes: – The preparation of the Annual Report in XHTML format; – The selection and application of appropriate iXBRL tags, including extensions to the ESEF taxonomy and the anchoring thereof to elements in the taxonomy, for all financial information required to be tagged using judgement where necessary; – Ensuring consistency between iXBRL tagged data and the Consolidated Financial Statements presented in human-readable format; and – For such internal control as Management determines necessary to enable the preparation of an Annual Report that is compliant with the ESEF Regulation. Our responsibility is to obtain reasonable assurance on whether the Annual Report is prepared, in all material respects, in compliance with the ESEF Regulation based on the evidence we have obtained, and to issue a report that includes our opinion. The nature, timing and extent of procedures selected depend on the auditor’s judgement, including the assessment of the risks of material departures from the requirements set out in the ESEF Regulation, whether due to fraud or error. The procedures include: – Testing whether the Annual Report is prepared in XHTML format; – Obtaining an understanding of the company’s iXBRL tagging process and of internal control over the tagging process; – Evaluating the completeness of the iXBRL tagging of the Consolidated Financial Statements; – Evaluating the appropriateness of the company’s use of iXBRL elements selected from the ESEF taxonomy and the creation of extension elements where no suitable element in the ESEF taxonomy has been identified; – Evaluating the use of anchoring of extension elements to elements in the ESEF taxonomy; and – Reconciling the iXBRL tagged data with the audited Consolidated Financial Statements. In our opinion, the Annual Report of Novo Nordisk A/S for the financial year 1 January to 31 December 2020 with the file name NOVO-2020-12-31.zip is prepared, in all material respects, in compliance with the ESEF Regulation. Hellerup, 3 February 2021 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 3377 1231 Mogens Nørgaard Mogensen State Authorised Public Accountant mne21404 Mads Melgaard State Authorised Public Accountant mne34354 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – Independent Auditor’s Reports / Additional informationManuelIndependent Assurance Report on the ESG statement Novo Nordisk Annual Repor t 2020 / 91 To the Stakeholders of Novo Nordisk A/S Novo Nordisk A/S engaged us to provide limited assurance on the Consolidated ESG statement stated in the Annual Report of Novo Nordisk for the year ended 31 December 2020. Our conclusion Based on the procedures we performed and the evidence we obtained: A. nothing has come to our attention that causes us to believe that the Consolidated ESG statement of Novo Nordisk’s Annual Report for the year ended 31 December 2020 has not been prepared, in all material respects, in accordance with the Reporting Criteria; and B. nothing has come to our attention that causes us to believe that the description of Novo Nordisk’s alignment with the AA1000 Accountability Principles (AA1000AP) (2018) of Inclusivity, Materiality, Responsiveness and Impact is not fairly stated. quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Our work was carried out by an independent multidisciplinary team with experience in sustainability reporting and assurance. Understanding reporting and measurement methodologies The Consolidated ESG statement needs to be read and understood together with the Reporting Criteria (pages 82 - 87), which Novo Nordisk A/S is solely responsible for selecting and applying. The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, measurement techniques and can affect comparability between entities and over time. Work performed A. We are required to plan and perform our work in order to consider the risk of material misstatement of the Consolidated ESG statement. In doing so, we: – conducted interviews to understand the key processes and control activities for This conclusion is to be read in the context of what we say in the remainder of our report. reporting data; Novo Nordisk’s responsibilities Management are responsible for: – designing, implementing and maintaining internal controls over information relevant to the preparation of the Consolidated ESG statement that is free from material misstatement, whether due to fraud or error; – establishing objective Reporting Criteria for preparing the Consolidated ESG statement; – preparing the greenhouse gas protocol statement in accordance with the defined Reporting Criteria. Greenhouse gas quantification is subject to inherent uncertainty because of incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different gases; – measuring and reporting the Consolidated ESG statement based on the Reporting Criteria; and – the content of the Annual Report 2020. Our responsibility We are responsible for: – planning and performing the engagement to obtain limited assurance about whether the Consolidated ESG statement is free from material misstatement, whether due to fraud or error; What we are assuring The scope of our work was limited to assurance over: A. the Consolidated ESG statement and associated notes on pages 81 - 87 in the Annual Report of Novo Nordisk; B. Novo Nordisk’s description of alignment with the AA1000AP principles of Inclusivity, Materiality, Responsiveness and Impact for the year ended 31 December 2020 which is set out on page 82 (the stakeholder engagement description) of the Annual Report. Professional standards applied and level of assurance We performed a limited assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised) ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ and, in respect of the greenhouse gas emissions stated on pages 81 and 83 in accordance with International Standard on Assurance Engagements 3410 ‘Assurance engagements on greenhouse gas statements’ and AA1000 Assurance Standard (AA1000AS, 2008) with 2018 Addendum (Type 2, moderate, which is the equivalent to ISAE 3000 limited assurance). A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks; consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our independence and quality control We have complied with the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which includes independence and other ethical requirements founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. We also qualify as independent as defined by the AA1000AS. The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive system of – obtained an understanding of the key processes and controls for managing, recording and reporting; – performed limited substantive testing on a selective basis to check that data had been – forming an independent conclusion, based on the procedures we performed and the appropriately measured, recorded, collated and reported; evidence we obtained; and – performed analysis of data selected on the basis of risk and materiality to the group; – made inquiries to significant development in reported data; – considered the presentation and disclosure of the Consolidated ESG statement; and – assessed that the process for reporting greenhouse gas emissions data comply with the principles of relevance, completeness, consistency, transparency and accuracy outlined in the greenhouse gas protocol (2003). B. In respect of Novo Nordisk’s description of alignment with the AA1000AP of Inclusivity, Materiality, Responsiveness and Impact we performed the following activities: – interviewed members of Novo Nordisk’s Board of Directors and Executive Management team, representatives responsible for Corporate and Commercial Strategy at global level and within International Operations, key employees in Global Public Affairs and Sustainability to determine their understanding of Novo Nordisk’s stakeholders, the mechanisms used to engage them and key issues that are of interest to each stakeholder group; – interviewed external stakeholders to determine their perception of Novo Nordisk’s stakeholder engagement capabilities, particularly, in relation to understanding and responding to material concerns, needs and desires linked to access and affordability regarding medicin and Circular for Zero; – reviewed evidence on a selective basis to support the assertions made in these interviews and in the stakeholder engagement description; – confirmed the systems and procedures to support Novo Nordisk’s governance for responsible business conduct and stakeholder relationships. Our work focused on how Novo Nordisk intends to deliver on the Atrategic Aspiration of Purpose and sustainability and to what extend it is aligned with stakeholder needs and concerns and Novo Nordisk’s aim of being a truly sustainable company; and – assessed the disclosure and presentation of the stakeholder engagement description. – reporting our conclusion to the Stakeholders of Novo Nordisk A/S. Observations and recommendations According to AA1000AS, we are required to include observations and recommendations for improvements in relation to adherence to the AA1000AP. We have no significant recommendations regarding Inclusivity, Materiality, Responsiveness and Impact. We have communicated a number of minor recommendations for improvement to the Management. Hellerup, 3 February 2021 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 3377 1231 Mogens Nørgaard Mogensen State Authorised Public Accountant mne21404 Mads Melgaard State Authorised Public Accountant mne34354 Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements – ESG Assurance Report / Additional informationManuelNovo Nordisk Annual Repor t 2020 / 92 Credits Design and production: Kontrapunkt. Photography: Gustavo Aranda Hernández, Oliver Grenaa, Martin Nordmark. More information Additional reporting Novo Nordisk provides additional disclosure to satisfy legal requirements and stakeholder interests. Supplementary reports can be downloaded from novonordisk.com/annualreport, while additional information can be found at novonordisk.com Materiality Novo Nordisk leans on the International Integrated Reporting Council’s definition of materiality. Information deemed material for providers of financial capital in their decision-making is included in the Annual Report, i.e. of such relevance and importance that it could substantively influence their assessments of Novo Nordisk’s ability to create value over the short, medium and long term. See how Novo Nordisk determines materiality and material issues at novonordisk.com Annual Report This Annual Report is Novo Nordisk’s full statutory Annual Report pursuant to Section 149(1) of the Danish Financial Statements Act. The statutory Annual Report will be presented and adopted at the annual general meeting on 25 March 2021 and will subsequently be submitted to and be available at the Danish Business Authority. The Annual Report is prepared in accordance with the International Financial Reporting Standards and the Danish Financial Statements Act. Moreover, it meets the requirements of an integrated report, as per the International Integrated Reporting Framework. The Annual Report also meets the requirements for Communication on Progress to the UN Global Compact, a voluntary reporting on performance towards its 10 principles on human rights, labour rights, environment and anti-corruption and additional progress reporting on corporate sustainability leadership and UN goals. The Annual Report also adheres to the UN Guiding Principles Reporting Framework on respect of human rights. Form 20 F The Form 20-F is filed using a standardised reporting form so that investors can evaluate the company alongside US domestic equities. It is an annual reporting requirement by the US Securities and Exchange Commission (SEC) for foreign private issuers with equity shares listed on exchanges in the United States. Remuneration report The remuneration report includes the total remuneration received by each member of the Board of Directors and the Executive Management of Novo Nordisk A/S from 2016 to 2020. Corporate governance report The corporate governance report discloses Novo Nordisk’s compliance with Danish Corporate Governance Recommendations to meet the requirements of the Danish Financial Statements Act. References Throughout the management review section in this report, links are provided to online sources for additional information. Some of the references are not mandatory and hence not included in the audit of the management review. For more news from Novo Nordisk, visit novonordisk.com/investors.html novonordisk.com/news-and-media/latest-news.html Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional informationManuelProduct overview 2021 financial calender 3 February 2021 Financial statement for 2020 and Annual Report 2020 Diabetes care New-generation insulin and combinations Tresiba®, insulin degludec Ryzodeg® 70/30, insulin degludec/ insulin aspart Fiasp®, fast-acting insulin aspart Xultophy®*, insulin degludec/liraglutide Modern insulin Levemir®, insulin detemir NovoRapid®**, insulin aspart NovoMix® 30, biphasic insulin aspart NovoMix® 50, biphasic insulin aspart NovoMix® 70, biphasic insulin aspart Human insulin lnsulatard®, isophane (NPH) insulin Actrapid®, regular human insulin Mixtard® 30, biphasic human insulin Mixtard® 40, biphasic human insulin Mixtard® 50, biphasic human insulin Glucagon-like peptide-1 Victoza®, liraglutide Ozempic®, semaglutide Rybelsus®, oral semaglutide Diabetes delivery systems Pre-filled delivery system FlexTouch®, U100, U200 FlexPen® InnoLet® Ozempic® pen Ozempic® Single dose device (approved in Japan) Durable delivery systems NovoPen® 5 NovoPen® 4 NovoPen Echo® Other delivery systems PumpCart®, NovoRapid® and Fiasp® cartridge to be used in pump Cartridge Vial Human growth hormone Norditropin®, somatropin (rDNA origin) Macrilen, Macimorelin; growth hormone secretagogue receptor agonist 25 March 2021 Annual General meeting 2020 Oral antidiabetic agents NovoNorm®, repaglinide Glucagon GlucaGen®, glucagon for diagnostic use GlucaGen® Hypokit, glucagon emergency kit for severe hypoglycaemia Human growth hormone delivery system Pre-filled delivery system FlexPro® NordiFlex® Nordilet® NordiPen® 26 March 2021 Ex-dividend 29 March 2021 Record date 30 March 2021 Payment, B shares Needles NovoFine® Plus NovoFine® NovoTwist® NovoFine® AutoCover® Obesity care Glucagon-like peptide-1 Saxenda®, liraglutide 3 mg Obesity delivery systems Saxenda® pen Biopharm Haemophilia NovoSeven®, recombinant factor VIia, also available with pre-filled syringe in an increasing number of countries NovoEight®***, recombinant factor VIII NovoThirteen®, recombinant factor XIII Refixia®****, Nonacog beta pegol; N9/GP Esperoct®, Turoctocog alfa pegol, NS-GP Durable delivery systems Durable multi-dose delivery system to be used with Norditropin® SimpleXx® 9 April 2021 Payment, ADRs Other delivery system PenMate®, automatic needle inserter (for NordiPen® and NordiFlex®) Hormone replacement therapy Vagifem®, estradiol hemihydrate Activelle®, estradiol/norethisterone acetate Kliogest®, estradiol/norethisterone acetate Novofem®, estradiol/norethisterone acetate Trisequens®, estradiol/norethisterone acetate Estrofem®, estradiol * in the US approved under the brand name Xultophy® 100/3.6 in the US called NovoLog® ** *** in the US spelt Novoeight® **** in the US approved under the name of REBINYN® 5 May 2021 Financial statement for the first three months of 2021 5 August 2021 Financial statement for the first six months of 2021 16 August 2021 Ex-dividend 17 August 2021 Record date 18 August 2021 Payment, B shares 25 August 2021 Payment, ADRs 3 November 2021 Financial statement for the first nine months of 2021 2022 financial calendar 2 February 2022 Financial statement for 2021 and Annual Report 2021 Novo Nordisk Annual Repor t 2020 / 93 Headquarters Novo Nordisk A/S Novo Allé 2880 Bagsværd Denmark Tel +45 4444 8888 CVR number 24 25 67 90 novonordisk.com Investor Service We welcome enquiries and feedback to the Annual Report via https://www.novonordisk.com/contact-us.html Shareholders’ enquiries concerning dividend payments and shareholder accounts should be addressed to: investor-relations@novonordisk.com ADR holders’ enquiries concerning dividend payments, transfer of ADR certificates, consolidation of accounts and tracking of ADRs should be addressed to: JPMorgan Chase Bank, N.A Toll free number: Phone: 1 800 990 1135 Outside the U.S.: Phone: +1 651 453 2128 Regular correspondence: Shareowner Services P.O. Box 64504 St. Paul, MN 55164-0504 Email: StockTransfer@equiniti.com Introducing Novo Nordisk / Strategic Aspirations / Corporate governance / Consolidated statements / Additional informationNovo Nordisk Annual Repor t 2020 / 94 Financial statements of the parent company 2020 The following pages comprise the financial statements of the parent company, the legal entity Novo Nordisk A/S. Apart from ownership of the subsidiaries in the Novo Nordisk Group, activity within the parent company mainly comprises sales, research and development, production, corporate activities and support functions. Income statement Balance sheet For the year ended 31 December At 31 December Note 2020 2019 DKK million Note 2020 2019 DKK million Note 2020 2019 100,940 93,440 Assets Equity and liabilities 3,428 Share capital 470 480 17,940 Intangible assets 75,500 Property, plant and equipment 23,619 Financial assets 12,858 Deferred income tax assets 1,837 Other receivables and prepayments 6 7 8 5 7,938 25,322 43,598 — 218 24,724 33,876 95 239 Net revaluation reserve according to the equity method Development costs reserve Reserve for cash flow hedge 2,204 Total non-current assets 77,076 62,362 DKK million Net sales Cost of goods sold Gross profit Sales and distribution costs Research and development costs Administrative costs Other operating income, net Operating profit Profit in subsidiaries, net of tax Financial income Financial expenses 2 3 3 3 3 8 4 4 20,662 80,278 26,673 14,524 1,913 1,976 39,144 10,394 2,144 2,238 39,390 Raw materials 10,497 Work in progress 485 Finished goods 3,707 Inventories Profit before income taxes 49,444 46,665 Trade receivables Income taxes Net profit 7,285 7,413 Amounts owed by affiliated companies 15,893 14,302 42,159 39,252 Tax receivables Other receivables and prepayments Receivables — 2,353 295 1,340 19,769 17,624 Derivative financial instruments 9 2,332 2,781 10,647 2,246 2,357 9,761 2,590 15,674 14,708 1,523 1,687 Retained earnings Total equity Borrowings Deferred income tax liabilities Other provisions Total non-current liabilities Borrowings Derivative financial instruments Trade payables Amounts owed to affiliated companies 9,749 959 1,617 50,241 63,036 596 523 1,348 2,467 6,275 1,365 2,910 15,340 811 (323) 41,124 57,432 715 — 995 1,710 165 734 2,673 40,931 40,754 3,114 6,262 60,857 63,324 74 5,407 49,807 51,517 10 5 11 10 9 11 Cash at bank Total current assets Total assets 11,509 49,284 188 14,067 46,587 Tax payables Other liabilities Total current liabilities 126,360 108,949 Total liabilities Total equity and liabilities 126,360 108,949 Financial statements of the parent companyManuelEquity statement DKK million Net revaluation reserve Reserve for cash flow hedges Develop- ment costs reserve Share capital Retained earnings 2020 2019 Please refer to note 4.1 in the consolidated financial statements for details on the average number of shares, treasury shares and total number of A and B shares in Novo Nordisk A/S. Balance at the beginning of the year 480 15,340 (323) 811 41,124 57,432 51,505 Appropriated from net profit 24,995 24,995 15,377 Novo Nordisk Annual Repor t 2020 / 95 Appropriated from net profit to net revaluation reserve Exchange rate adjustments of investments in subsidiaries (3,902) (1,689) Effect of cash flow hedges transferred to the income statement 1,940 Fair value adjustments of cash flow hedges for the year Development costs Other adjustments Transactions with owners: Total dividend for the year Interim dividends paid during the year Dividends paid for prior year Reduction of the B share capital Purchase of treasury shares Share-based payments (note 3) Tax related to restricted stock units Balance at the end of the year Proposed appropriation of net profit: Interim dividend for the year Final dividend for the year Appropriated to net revaluation reserve Transferred to retained earnings Distribution of net profit (3,902) (1,689) 1,940 — — (179) 4,224 226 1,506 (323) — (155) 148 (148) (179) 21,066 21,066 (7,570) (7,570) 19,651 (7,100) (12,551) (12,551) (12,309) 10 — — (16,855) (16,855) (15,334) 327 22 327 22 148 16 (10) 470 9,749 1,617 959 50,241 63,036 57,432 7,570 13,496 (3,902) 24,995 42,159 7,100 12,551 4,224 15,377 39,252 Financial statements of the parent company Novo Nordisk Annual Repor t 2020 / 96 Manuel Notes enkelte linjer brødtekst under skema giv tabeltxt 1 Accounting policies The financial statements of the parent company have been prepared in accordance with the Danish Financial Statements Act (Class D) and other accounting regulations for companies listed on Nasdaq Copenhagen. The accounting policies for the financial statements of the parent company are unchanged from the previous financial year except for a change of presentation of equity. The accounting policies are the same as for the consolidated financial statements with the adjustments described below. For a description of the accounting policies of the Group, please refer to the consolidated financial statements. To the extent that net profit exceeds declared dividends from such companies, the net revaluation of investments in subsidiaries and associated companies is transferred to net revaluation reserve under equity according to the equity method. Profits in subsidiaries and associated companies are disclosed as profit after tax. 3 Employee costs DKK million Wages and salaries Tax For Danish tax purposes, the parent company is assessed jointly with its Danish subsidiaries. The Danish jointly taxed companies are included in a Danish on-account tax payment scheme for Danish corporate income tax. All current taxes under the scheme are recorded in the individual companies. Novo Nordisk A/S and its Danish subsidiaries are included in the joint taxation of the parent company, Novo Holdings A/S. 2 Sales DKK million 2020 2019 Share-based payment costs Pensions Other social security contributions Other employee costs Total employee costs in the income statement Average number of full-time employees Year-end number of full-time employees 2020 2019 11,503 10,668 327 1,045 176 299 13,350 15,782 16,151 148 1,009 197 393 12,415 15,550 15,442 for bedre afstand No separate statement of cash flows has been prepared for the parent company; please refer to the statement of cash flows for the Group. Sales by business segment Diabetes and Obesity care 100,741 93,192 For information regarding remuneration to the Board of Directors and Executive Management, please refer to note 2.4 to the consolidated financial statements. Change of presentation of equity The Danish Financial Statements Act has been amended effective from 1 January 2020 to require an equity reserve corresponding to income and expenses on cash flow hedges recognised in equity ('Reserve for cash flow hedges'). These transactions have previously been recognised in retained earnings. The reserve for cash flow hedges is distributable. The amendment has been implemented retrospectively. The impact at the beginning of 2019 is recognition of a reserve for cash flow hedges amounting to DKK (1,506) million and a corresponding increase in retained earnings. The implementation had no impact on total equity. The movement in the reserve for 2019 amounted to DKK 1,183 million, resulting in a reserve of DKK (323) million at the end of 2019. Supplementary accounting policies for the parent company Financial assets In the financial statements of the parent company, investments in subsidiaries and associated companies are recorded under the equity method, using the respective share of the net asset values in subsidiaries and associated companies. The equity method is used as a measurement basis rather than a consolidation method. The net profit of subsidiaries and associated companies less unrealised intra-group profits is recorded in the income statement of the parent company. Biopharm Total sales Sales by geographical segment North America Operations International Operations: EMEA China Rest of World Total sales 199 248 100,940 93,440 4 Financial income and financial expenses 52,054 50,326 DKK million Interest income relating to subsidiaries 25,124 12,554 11,208 22,941 10,326 9,847 100,940 93,440 Result of associated company Foreign exchange gain (net) Other financial income Total financial income Sales are attributed to a geographical segment based on location of the customer. For definitions of segments, please refer to note 2.2 in the consolidated financial statements. Refer to note 5.6 in the consolidated financial statements for an overview of companies in the Novo Nordisk Group based on geographical areas. Interest expenses relating to subsidiaries Foreign exchange loss (net) Financial loss from forward contracts (net) Other financial expenses Total financial expenses 2020 263 21 1,751 109 2,144 137 — 1,777 324 2,238 2019 432 36 — 17 485 588 426 2,470 223 3,707 Financial statements of the parent companyNovo Nordisk Annual Repor t 2020 / 97 Land and buildings Plant and machinery Other equipment Assets under con- struction 2020 2019 20,757 20,816 3,732 4,240 49,545 47,292 — 152 (69) 1,254 — 581 (526) 1,476 22,094 22,347 8,352 1,023 8 (69) 14,367 1,038 69 (520) 9,314 14,954 12,780 7,393 709 — — 123 (40) 198 4,013 2,102 326 4 (39) 2,393 1,620 54 — 2,233 (16) (2,928) — 3,089 (651) — 3,529 51,983 — — 16 (16) — 24,821 2,387 97 (644) 26,661 3,529 25,322 — 763 1,010 2,021 (778) — 49,545 23,151 2,283 164 (777) 24,821 24,724 877 Depreciation and impairment losses at the beginning of the year Depreciation for the year Impairment losses for the year Depreciation reversed on disposals during the year Depreciation and impairment losses at the end of the year Carrying amount at the end of the year Of which related to leased property, plant and equipment Leased property, plant and equipment primarily relates to lease of office buildings, warehouses, laboratories and vehicles. 5 Deferred income tax assets/(liabilities) 7 Property, plant and equipment DKK million 2020 2019 Net deferred tax asset/(liability) at the beginning of the year Income/(charge) to the income statement Income/(charge) to equity Net deferred tax asset/(liability) at the end of the year 95 (18) (600) (523) The Danish corporate tax rate was 22% in 2020 (22% in 2019). DKK million Cost at the beginning of the year Change of accounting policy for leases (137) 460 (228) Additions during the year 95 Disposals during the year Transfer from/(to) other items Cost at the end of the year 6 Intangible assets DKK million Cost at the beginning of the year Additions during the year Disposals during the year Cost at the end of the year Amortisation at the beginning of the year Amortisation during the year Impairment losses for the year Amortisation and impairment losses reversed on disposals during the year Amortisation at the end of the year Carrying amount at the end of the year 2020 6,065 5,165 (153) 11,077 2,637 306 349 (153) 3,139 7,938 2019 4,887 1,190 (12) 6,065 2,088 271 290 (12) 2,637 3,428 Intangible assets primarily relate to patents and licences, internally developed software and costs related to major IT projects. Financial statements of the parent companyNovo Nordisk Annual Repor t 2020 / 98 Invest- ments in subsidiaries Amounts owed by affiliated companies Invest- ment in associated company Other securities and invest- ments The carrying amount of investments in subsidiaries does not include capitalised goodwill at the end of the year. For a list of companies in the Novo Nordisk Group, please refer to note 5.6 to the consolidated financial statements. 2020 2019 8,933 21,816 8,257 7,789 (1,575) (11,999) 4,047 267 29,174 28,652 18,187 (3,748) 105 1,198 18,493 17,277 24 (2) 29,629 (13,576) 1,220 34,546 (224) 28,803 18,187 21 105 108 21 5,409 (4,193) 18,493 28,952 16,514 36 (3,748) (2,226) (171) (171) (187) (16,767) (18) (16,785) (6,320) 8 Financial assets DKK million Cost at the beginning of the year Investments during the year Divestments and repayments during the year Cost at the end of the year Value adjustments at the beginning of the year Profit/(loss) before tax Share of result after tax in associated company Income taxes on profit for the year Market value adjustment Dividends received Divestments during the year Effect of exchange rate adjustment Other adjustments Transfer between unrealised internal profit and value adjustment (2,537) (512) 2,468 (3) (54) (3) (3,103) 2,468 — — 450 (215) (8,201) 28,803 Value adjustments at the end of the year 26,255 (245) 111 (452) 25,669 Unrealised internal profit at the beginning of the year Unrealised internal profit movements in the year Effect of exchange rate adjustment Transfer between unrealised internal profit and value adjustment (13,420) (4,045) 848 (13,420) (17,760) (4,045) (3,791) 848 — (70) 8,201 Unrealised internal profit at the end of the year Carrying amount at the end of the year (16,617) — 38,812 3,802 — 216 — (16,617) (13,420) 768 43,598 33,876 Financial statements of the parent companyNovo Nordisk Annual Repor t 2020 / 99 9 Derivatives For information on derivative financial instruments, please refer to note 4.3 to the consolidated financial statements. 10 Borrowings DKK million Within 1 year 1-5 years More than 5 years Total borrowings 2020 6,275 470 126 6,871 2019 165 523 192 880 Borrowings within one year includes a DKK 5,577 million loan. The remainder of Borrowings are related to lease liabilities. 11 Other provisions Provisions for pending litigations are recognised as other provisions. For information on pending litigations, please refer to note 3.6 to the consolidated financial statements. Furthermore, as part of normal business Novo Nordisk issues credit notes for expired goods. Consequently, a provision for future returns is made, based on historical product return statistics. 12 Related party transactions For information on transactions with related parties, please refer to note 5.3 to the consolidated financial statements. Transactions with CS Solar Fund XIV disclosed in note 5.3 in the consolidated financial statements are not related to the parent company. The parent company’s share of services provided by NNIT Group amounts to DKK 638 million (DKK 758 million in 2019). Novo Nordisk A/S is included in the consolidated financial statements of Novo Nordisk Foundation. 13 Fee to statutory auditors DKK million Statutory audit Audit-related services Tax advisory services Other services Total fee to statutory auditors 14 Commitments and contingencies DKK million Commitments Leases1 Potential milestone payments2 Guarantees given for subsidiaries Other guarantees 2020 2019 8 3 5 1 17 8 3 6 3 20 2020 2019 137 6,794 8,490 101 175 4,464 10,011 130 1. Lease commitments predominantly relate to estimated variable property taxes and low value assets. 2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities; please refer to note 5.2 to the consolidated financial statements. Novo Nordisk A/S and its Danish subsidiaries are jointly taxed with the Danish companies in Novo Holdings A/S. The joint taxation also covers withholding taxes in the form of dividend tax, royalty tax and interest tax. The Danish companies are jointly and severally liable for the joint taxation. Any subsequent adjustments to income taxes and withholding taxes may lead to a larger liability. The tax for the individual companies is allocated in full on the basis of the expected taxable income. For information on pending litigation and other contingencies, please refer to notes 3.6 and 5.2 to the consolidated financial statements. Financial statements of the parent company

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