NOVO NORDISK A S Form 20-F Filed 2023-02-01

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)


o						REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
						OR
x						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the fiscal year ended December 31, 2022
						OR
o						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						OR
o						SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-82318

NOVO NORDISK A/S

(Exact name of Registrant as specified in its charter)


Not applicable			The Kingdom of Denmark
(Translation of Registrant’s name into English)			(Jurisdiction of incorporation or organization)

Novo Alle 1

DK-2880 Bagsværd

Denmark

(Address of principal executive offices)

Karsten Munk Knudsen

Executive vice president and chief financial officer

Tel: +45 4444 8888

E-mail: kmkn@novonordisk.com

Novo Alle 1, DK-2880 Bagsværd, Denmark

(Name, Telephone, E-mail and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
B shares, nominal value DKK 0.20 each		New York Stock Exchange*
American Depositary Receipts, each representing one B Share	NVO	New York Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Receipts, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:


A shares, nominal value DKK 0.20 each:			537,436,000
B shares, nominal value DKK 0.20 each:			1,742,564,000

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

Yes x No o

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

Yes o No x

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

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

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

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o Item 18 o

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

Yes o No x


TABLE OF CONTENTS

TABLE OF CONTENTS


INTRODUCTION		2
Part I
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVIS E RS	3
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3	KEY INFORMATION	3
ITEM 4	INFORMATION ON THE COMPANY	4
ITEM 4A	UNRESOLVED STAFF COMMENTS	10
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	10
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	14
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	17
ITEM 8	FINANCIAL INFORMATION	19
ITEM 9	THE OFFER AND LISTING	19
ITEM 10	ADDITIONAL INFORMATION	19
ITEM 11	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	23
Part II
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	24
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	24
ITEM 15	CONTROLS AND PROCEDURES	24
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT	25
ITEM 16B	CODE OF ETHICS	25
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	25
ITEM 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	26
ITEM 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	26
ITEM 16F	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	25
ITEM 16G	CORPORATE GOVERNANCE	27
ITEM 16H	MINE SAFETY DISCLOSURE	29
ITEM 16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	29
Part III
ITEM 17	FINANCIAL STATEMENTS	30
ITEM 18	FINANCIAL STATEMENTS	30
ITEM 19	EXHIBITS	34
SIGNATURES	SIGNATURES	36


			Novo Nordisk Form 20-F 2022


INTRODUCTION

INTRODUCTION

In this Form 20-F the terms ‘the Company’, ‘Novo Nordisk’ and ‘the Group’ refer to the parent company Novo Nordisk A/S together with its consolidated subsidiaries. The term ‘Novo Nordisk A/S’ is used when addressing issues specifically related to this legal entity.

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information for the 2022 Form 20-F of Novo Nordisk A/S set out herein is being incorporated by reference from the Company's statutory Annual Report 2022, including the consolidated financial statements of Novo Nordisk A/S (hereafter “Annual Report 2022”) and the Company’s Remuneration Report 2022 as specified elsewhere in this Form 20-F (with the exception of the items and pages so specified, the Annual Report 2022 and Remuneration Report 2022 are not deemed to be filed as part of this Form 20-F). Therefore, the information in this Form 20-F should be read in conjunction with the Annual Report 2022 and the Remuneration Report 2022 (see Exhibits 15.1 and 15.5, respectively)

The Company publishes its financial statements in Danish kroner (DKK).

Forward-looking statements

The information set forth in this Form 20-F contains forward-looking statements as the term is defined in the U.S. Private Securities Litigation Reform Act of 1995.

Words such as ‘believe’, ‘expect’, ‘may’, ‘will’, ‘plan’, ‘strategy’, ‘prospect’, ‘foresee’, ‘estimate’, ‘project’, ‘anticipate’, ‘can’, ‘intend’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future operating or financial performance identify forward-looking statements. Examples of such forward-looking statements include, but are not limited to:

•statements of targets, plans, objectives or goals for future operations, including those related to Novo Nordisk’s products, product research, product development, product introductions and product approvals as well as cooperation in relation thereto,

•statements containing projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures,

•statements regarding future economic performance, future actions and outcome of contingencies such as legal proceedings, and

•statements regarding the assumptions underlying or relating to such statements.

With reference to our Annual Report 2022, examples of forward-looking statements can be found under the heading 'Strategic Aspirations' in our Annual Report 2022 and elsewhere. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Novo Nordisk cautions that a number of important factors, including those described in our Annual Report 2022, could cause actual results to differ materially from those contemplated in any forward-looking statements.

Factors that may affect future results include, but are not limited to, global as well as local political and economic conditions, such as interest rate and currency exchange rate fluctuations, delay or failure of projects related to research and/or development, unplanned loss of patents, interruptions of supplies and production, including as a result of interruptions or delays affecting supply chains on which Novo Nordisk relies, shortages of supplies, including energy supplies, product recalls, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Novo Nordisk’s products, introduction of competing products, reliance on information technology including the risk of cybersecurity breaches, Novo Nordisk’s ability to successfully market current and new products, exposure to product liability and legal proceedings and investigations, changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing and marketing, perceived or actual failure to adhere to ethical marketing practices, investments in and divestitures of domestic and foreign companies, unexpected growth in costs and expenses, strikes and other labour market disputes, failure to recruit and retain the right employees, failure to maintain a culture of compliance, epidemics, pandemics or other public health crises, and effects of domestic or international crises, civil unrest, war or other conflict, and factors related to the foregoing matters and other factors not specifically identified herein.

For an overview of some, but not all, of the risks that could adversely affect Novo Nordisk's results or the accuracy of forward-looking statements in this document, reference is made to the overview of risk factors in ‘Risk management’ on pages 45-46 of our Annual Report 2022.

Unless required by law, Novo Nordisk has no duty and undertakes no obligation to update or revise any forward-looking statement after the date of this document, whether as a result of new information, future events or otherwise.

Enforceability of civil liabilities

The Company is a Danish corporation and a majority of its directors and officers, as well as certain experts named herein, are non-residents of the United States. A substantial portion of the assets of Novo Nordisk A/S, its subsidiaries and such persons are located outside the United States. As a result, it may be difficult for shareholders of the Company to effect service within the United States upon directors, officers and experts who are not residents of the United States or to enforce judgments in the United States. In addition, there can be no assurance as to the enforceability in Denmark against the Company or its respective directors, officers and experts who are not residents of the United States, or in actions for enforcement of judgments of United States courts, of liabilities predicated solely upon the federal securities laws of the United States.


			Novo Nordisk Form 20-F 2022


ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

PART I

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 KEY INFORMATION

A. [RESERVED]

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

For information on risk factors, reference is made to ‘Risk management’ on pages 45-46 of our Annual Report 2022, excluding the section ‘Mitigating actions’ on page 46. Outlined in greater detail below, we are subject to cybersecurity risks and the risk related to the epidemics, pandemics or other public health crises.

The potential risk on our business as a result of cybersecurity breaches

We rely on our IT systems to protect our intellectual property, business confidential information, and personal data. Therefore, disruption as a result of cybersecurity breaches could negatively impact the Company’s business and operations or financial results.

IT systems act as a backbone for the Company. They support processes in research & development, manufacturing, sales and supply, and business administration. As we are a global company, the size and complexity of our IT systems are significant, and our IT infrastructure and networks are spread across the geographic regions in which we operate. The dedicated cybersecurity teams who operate our global IT security infrastructure may be unable to respond sufficiently to the threats facing us or may fail to prevent service interruptions or security breaches resulting from attacks by malicious third parties. Many of these cyber threats have the potential to cause significant downtime of critical IT systems or the unintended disclosure of confidential information and personal data. Although we have not previously experienced material losses as a result of such incidents, we cannot guarantee that we will be able to prevent similar incidents from occurring or adversely affecting our business in the future.

We are subject to data privacy regulation in the EU (including the General Data Protection Regulation) and to privacy laws in many other jurisdictions where we do business that impose obligations and restrictions on the collection and use of personal data. In the ordinary course of the Company’s business, it collects and stores sensitive data, including personal data of patients, health care professionals, employees and other third parties.

Many third party vendors provide support services in relation to our business processes and require access to sensitive information in the course of their work. Such vendors could themselves be susceptible to cybersecurity or personal data breaches. Any unauthorized access, disclosure, or other loss of personal data could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and significant regulatory penalties, disrupt the Company’s operations and damage the Company’s reputation.

Our financial and operating performance may be adversely affected by epidemics, pandemics or other public health crises

The extent of the future impact of the ongoing COVID-19 pandemic on our business and financial results will depend largely on future developments, including the emergence of new variants of the COVID-19 virus, the severity and transmission rates of the new variants, the timing, availability and effectiveness of vaccines (including booster shots) and vaccination rates, and the prevalence of local, regional and national restrictions and regulatory orders in response to the ongoing COVID-19 pandemic, all of which are highly uncertain and difficult to predict. In addition, the COVID-19 pandemic has resulted in a significant deterioration in economic conditions globally, including reduced productivity, inflationary pressures, increased unemployment rates, loss of consumer confidence in the economy and recessionary conditions, increased tax rates and/or disruptions to credit and capital markets, and the recovery of the economy during the following months remains uncertain. COVID-19 and other epidemics, pandemics or public health crises pose risks


			Novo Nordisk Form 20-F 2022


ITEM 3 KEY INFORMATION

to employee health and safety, and the Company may experience reduced sales due to fewer patient visits to doctors, reduced ability to promote products to doctors, less healthcare spending on chronic diseases as resources are diverted to epidemiology management, a slowdown or temporary suspension in production and disruptions in the Company’s supply chain, and may be otherwise adversely affected by the impact on international trade and business activities. Any of the factors above could have a material adverse effect on the Company’s business, financial condition, rating and results of operations. The magnitude of the impact of the COVID-19 pandemic on the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak and counter-measures, among others.

In addition to the risks identified above, we may be subject to other material risks that as of the date of this report are not currently known to us or that we deem less material at this point in time.

ITEM 4 INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Novo Nordisk A/S was formed in 1989 by a merger of two Danish companies, Nordisk Gentofte A/S and Novo Industri A/S. Novo Industri A/S was the continuing company and its name was changed to Novo Nordisk A/S. The business activities of Nordisk Gentofte were established in 1923 by August Krogh, H. C. Hagedorn and A. Kongsted, and the business activities of Novo Industri A/S were established in 1925 by Harald and Thorvald Pedersen. From the beginning, the business of both companies was the production and sale of insulin for the treatment of diabetes.

Novo Nordisk’s B shares are listed on Nasdaq Copenhagen (NOVO-B). Its American Depositary Receipts (ADR) are listed on the New York Stock Exchange (NVO).


Legal name:						Novo Nordisk A/S
Commercial name:						Novo Nordisk
Date of incorporation:						28 November 1931
Legal form of the Company:						A Danish public limited liability company
Legislation under which the Company operates:						Danish law
Country of incorporation:						Denmark

Reference is made to ‘More information', on page 102 of our Annual Report 2022 for information on domicile.

Important events in 2022

Reference is made to ‘Introducing Novo Nordisk’, pages 3-9 and ‘2022 performance and 2023 outlook’, pages 36-40 of our Annual Report 2022 for a description of important events in 2022.

Capital expenditure in 2022, 2021 and 2020

For capital expenditure in 2022, 2021 and 2020, reference is made to the section entitled ‘Cash flow and capital allocation’ on pages 38-39 of our Annual Report 2022. No significant divestments took place in the period from 2020–2022.

For capital expenditures expected in 2023, reference is made to page 39-40 in the subsection ‘2023 outlook’ in our Annual Report 2022. Such expenditures are expected to be financed with cash flow from operating activities.

Public takeover offers in respect of the Company’s shares

No such offers occurred during 2022 or 2023 to date.

B. BUSINESS OVERVIEW

Novo Nordisk is a global healthcare company and a world leader in Diabetes care. The Company manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. Headquartered in Denmark, Novo Nordisk employs more than 50,000 employees in 80 countries, and markets its products in approximately 170 countries.

The Company has one of the broadest diabetes product portfolios in the industry, including a full portfolio of GLP-1 receptor agonists, modern insulins and human insulins. During 2022, there has been continued strong growth across therapy areas and geographic areas in which Novo Nordisk operates. Combined with higher than expected demand, and temporary capacity limitations at some of our manufacturing sites, there have been periodic supply constraints for certain products, including the leading product by sales, Ozempic® for the treatment of type 2 diabetes.


			Novo Nordisk Form 20-F 2022


ITEM 4 INFORMATION ON THE COMPANY

The Company markets two drugs - Saxenda® and Wegovy® - for the treatment of people with obesity. In December 2021, Novo Nordisk announced that a contract manufacturer filling syringes for Wegovy® pens for the U.S. market temporarily stopped deliveries and manufacturing, following issues arising relating to the U.S. Food and Drug Administration Current Good Manufacturing Practices. All Wegovy® dose strengths were made available in the U.S. in December 2022.

In addition, Novo Nordisk's marketed portfolio includes haemophilia and growth hormone therapies.

In October 2022, Novo Nordisk completed the acquisition of Forma Therapeutics Holdings, Inc. (Forma Therapeutics). Forma Therapeutics is a clinical-stage biopharmaceutical company focused on transforming the lives of patients with sickle cell disease (SCD) and rare blood disorders. The acquisition of Forma Therapeutics, including its lead development candidate, etavopivat, is aligned with Novo Nordisk’s strategy to complement and accelerate its scientific presence and pipeline in haemoglobinopathies, a group of disorders in which there is abnormal production or structure of the haemoglobin protein in the red blood cells. The purchase price of the acquisition was approximately USD 1.1 billion.

Reference is made to the sections 'Novo Nordisk at a glance' on page 6 and ‘Strategic Aspirations’ on pages 10-43 of our Annual Report 2022.

Segment information

Novo Nordisk is engaged in the discovery, development, manufacturing and marketing of pharmaceutical products and has two business segments: (i) Diabetes and Obesity care and (ii) Rare disease (formerly referred to as 'Biopharm'). Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 2022.

Seasonality

Sales of individual products in individual markets may be subject to fluctuations from quarter to quarter. However, the Company’s consolidated operating results have not been subject to significant seasonality.

Raw materials

The impact on the overall profitability of Novo Nordisk from variations in raw material prices is unlikely to be significant. Currently, there is no raw material supply shortage that is expected to significantly impact the Company’s ability to supply any significant market. Regarding the 2022 temporary capacity constraints, reference is made to page 33 of the Annual Report 2022. Periodic supply constraints and related drug shortage notifications across a number of products and geographies are expected to continue in 2023. The supply capacity is gradually being expanded.

Market and competition

Novo Nordisk’s insulin and other pharmaceutical products are marketed and distributed through subsidiaries, distributors and independent agents each responsible for specific geographical areas. As of April 1, 2020, the Company’s financial reporting has been divided into: EMEA (covering Europe, the Middle East and Africa), Region China (covering Mainland China, Hong Kong and Taiwan), Rest of World (covering all other countries except for North America) and North America (covering the United States and Canada). For 2022, the Company's most important markets in terms of sales were the United States, China, Japan, Canada, and the major European countries.

Due to the increasing number of people with diabetes, the global pharmaceutical market for treatment of diabetes continues to grow. Several of the major international pharmaceutical companies have entered the diabetes market, specifically in the area of oral products for the treatment of type 2 diabetes. In the global insulin market, Novo Nordisk, Eli Lilly and Sanofi are the most significant companies measured by market share.

Market conditions within the pharmaceutical industry continue to change, including efforts by both private and governmental entities to reduce or control costs generally and in specific therapeutic areas. Most of the countries in which Novo Nordisk sells insulin subsidize or control pricing. In most markets insulin and GLP-1 products are prescription drugs.

In recent years, there has been a general trend in the United States of payers managing the cost of diabetes care to exert pressure on the price of Novo Nordisk’s and competitors' products. In spite of this external pressure, Novo Nordisk has maintained a leading position in the overall diabetes care market through the quality and innovation-driven value of the Company’s Diabetes care products. In the United States, pharmacy benefit managers and managed care organizations have continued to leverage their increasing size and control to demand higher rebates which has impacted the net realized prices. Furthermore, competition has intensified, including the authorization of the first interchangeable insulin in 2021, contributing to a downward pressure on manufacturers' net prices.


			Novo Nordisk Form 20-F 2022


ITEM 4 INFORMATION ON THE COMPANY

During 2022, Novo Nordisk and competitor products in China faced increased price competition. In May 2022, the Chinese National Healthcare Security Administration launched a program known as Volume Based Procurement (VBP) for insulin sold at hospitals. This program has significantly impacted both prices and volumes, resulting in reduced sales in China. The program is expected to impact insulin sales in the first half of 2023, as well.

The use of glucagon-like peptide-1 (GLP-1) as a treatment option for people with type 2 diabetes has continued to increase resulting in significant growth of the GLP-1 market. Novo Nordisk and Eli Lilly are the most significant companies in the global GLP-1 market measured by market share.

In February 2018, Novo Nordisk launched the once-weekly GLP-1 product, Ozempic®, for the treatment of adults with type 2 diabetes in the United States and Canada. Since then, Ozempic® has become a market leading product and the Company's best performing product by sales, with global sales of DKK 59.8 billion in 2022.

The global branded obesity market grew 63% by volume in 2022. Saxenda® has now been launched in 71 countries, and Wegovy® has been launched in the U.S., Denmark and Norway.

Patents

To maintain and expand competitiveness, Novo Nordisk strives for the strongest possible protection for those inventions that are created during the development of new products. Novo Nordisk anticipates that the expiration of certain patents could impact sales within the coming years. However, through continued investments in research and development, Novo Nordisk strives to bring novel and innovative products to the market and thereby sustain strong patent protection in the future, as new generations of products replace currently marketed products.

For patent information on all Novo Nordisk’s marketed products, reference is made to the section ‘Patent status for products with marketing authorisation' on page 32 in our Annual Report 2022.

In addition to the compound patents discussed in 'Patent status for products with marketing authorisation' on page 32 in our Annual Report 2022, the patent protection of our key products within each business segment is considered in the following section. For key products with recent patent expiration or with patent expiration occurring within the coming years, geographical sales splits are provided and factors that may influence the potential impact of competitive product launches are discussed.

Sales of key products with recent or upcoming patent expiration:


	Total sales in 2022 (in DKK million)	International Operations		Hereof						North America Operations		Hereof
Product				EMEA		Region China		Rest of World				USA



Victoza®	12,322	46	%	22	%	12	%	12	%	54	%	52	%
Saxenda®	10,676	55	%	34	%	1	%	20	%	45	%	41	%

Patent situation of key Diabetes and Obesity care products

Today, biosimilar and/or interchangeable versions of insulin can be approved in the United States via the 351(k) pathway. In the EU, a biosimilar pathway and guidelines are available for insulins, and the guideline for biosimilar products issued in Japan is also relevant for insulin. A biosimilar to NovoRapid®/NovoLog® produced by a competitor was launched in 2020. An interchangeable biosimilar for NovoRapid®/NovoLog® produced by a competitor was approved in July 2021. Furthermore, biosimilars to Levemir®, Tresiba®, NovoRapid® and NovoMix® are being developed in China by local competitors.

The total sales of Victoza® were DKK 12,322 million in 2022 (DKK 15,054 million in 2021). Victoza® is protected by patents in the U.S., Japan and Germany. In Japan, the drug compound patent expired in 2022; in the U.S. and Germany, the drug compound patent expires in 2023. The drug compound patent has expired in China.

In February 2017, Teva Pharmaceutical Industries Ltd. filed an Abbreviated New Drug Application (ANDA) for liraglutide, the active pharmaceutical molecule in Victoza® for the treatment of type 2 diabetes, with the U.S. Food and Drug Administration. Following a settlement between Novo Nordisk and Teva announced in March 2019 and the subsequent approval of Victoza® for children and adolescent usage in the U.S., Teva is not expected to launch a generic version of Victoza® until June 2024. In August 2019, it was announced that Mylan had also filed an ANDA for liraglutide in the U.S., and in December 2019, Mylan filed a petition for Inter Partes Review against a formulation patent covering Victoza® until February 2026. In July 2020, Pfizer joined this Inter Parties Review. Following a settlement between Novo Nordisk, Mylan and Pfizer announced in March 2021, Pfizer and Mylan are not expected to launch a generic version of Victoza® until June 2024.


			Novo Nordisk Form 20-F 2022


ITEM 4 INFORMATION ON THE COMPANY

In April 2020, Sandoz provided notice that they had also filed an ANDA for liraglutide in the U.S. Novo Nordisk will continue to defend its intellectual property associated with Victoza®.

In January 2022, Rio Biopharmaceuticals Inc. (Rio), Aurobindo Pharma USA Inc. (Aurobindo), Sun Pharmaceutical Industries Limited (Sun), and Zydus Worldwide DMCC (Zydus) notified Novo Nordisk, that they have filed ANDAs for semaglutide, the active pharmaceutical molecule in Ozempic® for the treatment of type 2 diabetes, with the U.S. Food and Drug Administration. In China, the patent was subject to invalidation actions and has been held invalidated by the Patent Office. This decision has been appealed to the Beijing IP Court.

In December 2022, Mylan Pharmaceuticals Inc. have notified Novo Nordisk, that they have filed an ANDA for semaglutide, the active pharmaceutical molecule in Wegovy® with the U.S. Food and Drug Administration. Novo Nordisk is fully prepared to enforce its patents, including through litigation.

The total sales of obesity care products (Saxenda® and Wegovy®) were DKK 16,864 million in 2022 (DKK 8,400 million in 2021), of which the majority of the sales comes from Saxenda®. Saxenda® (liraglutide) is protected by patents in the U.S. and Germany. In the U.S. and Germany, the drug compound patent expires in 2023. The drug compound patent has expired in China and Japan.

Impact of regulation

As a pharmaceutical company, Novo Nordisk depends on government approvals related to production, development, marketing and reimbursement of its products. Important regulatory bodies include the U.S. Food and Drug Administration, the European Medicines Agency, Chinese Food and Drug Administration and the Japanese Ministry of Health, Labour and Welfare. Treatment guidelines from non-governmental organizations such as the European Association for the Study of Diabetes and the American Diabetes Association may also impact the Company.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012

Pursuant to Section 13(r) of the Securities Exchange Act of 1934, ("Section 13(r)"), Novo Nordisk is obliged to disclose if, during 2022, it or any of its affiliates have engaged in certain Iran-related activities or transactions with persons designated under Executive Order 13224 or Executive Order 13382 dealt with the Government of Iran (“GOI”). Novo Nordisk conducts limited business relating to pharmaceutical products and devices within the Diabetes care and Rare disease business segments in Iran, which is permitted under the U.S. sanctions against Iran. Set forth below is a description of the activities and transactions by Novo Nordisk’s subsidiaries that are required to be disclosed pursuant to Section 13(r). Novo Nordisk’s U.S. subsidiaries and U.S. person employees are not involved in any of Novo Nordisk’s activities in Iran. However, the United States maintains broad exceptions that permit the commercial sale and export of medicine and medical devices to Iran or the Government of Iran. Similar exceptions, like those encompassed in section 11 of Executive Order 13902, are also in place for the manufacturing of medicine and medical devices for use in Iran.

Novo Nordisk Pars (“NN Pars”), a wholly-owned subsidiary of Novo Nordisk A/S located in Iran, contracts with four companies that may be owned or controlled by the GOI to distribute its products. NN Pars also sponsors educational programs and congresses organized by GOI-controlled medical universities, and hosts and/or engages as scientific delegates or lecturers/speakers health care professionals employed by these medical universities at similar programs in Iran and other locations. Additionally, NN Pars makes donations to GOI-controlled public health organizations focusing on diabetes awareness and policy. NN Pars receives payments from, and makes payments to, Iranian banks (some of which may be GOI-owned or controlled) relating to the sales of pharmaceutical products and devices. NN Pars makes payments incidental to its ordinary business activities to Iranian government entities and entities that are or may be GOI-owned or controlled, such as taxes, customs fees, insurance, product registration fees and telecommunications services expenses.

In 2016, NN Pars purchased land from a GOI-owned or controlled holding company in order to construct a manufacturing facility in Iran. The facility opened and officially started production in August 2020 and is being used for assembly and packaging of insulin pens for use in Iran. NN Pars purchases utility services from a GOI-owned or controlled entity.

The German subsidiary of NNE A/S, a wholly-owned subsidiary of Novo Nordisk A/S, previously sold raw materials and spare parts for production of dialysis filters and leucocyte filters and syringes to a GOI-controlled company. This business relationship, however, was wound down during 2018 and the German subsidiary was sold in 2019. NNE A/S currently holds an open receivable from such a GOI-controlled entity related to such sales. It is uncertain when NNE A/S will receive payment from the Iranian customer with respect to the outstanding receivable.

NNE A/S is party to a contract with an Iranian blood fractionation company that Novo Nordisk has learned may be GOI-owned or controlled for the provision of certain engineering services to the Iranian customer. There were no activities conducted under this


			Novo Nordisk Form 20-F 2022


ITEM 4 INFORMATION ON THE COMPANY

contract in 2019, 2020, 2021 and 2022 but unpaid amounts remain due from the Iranian customer for services performed in prior years by NNE A/S’ subsidiaries. It is uncertain when NNE A/S will receive payment from the Iranian customer with respect to these unpaid amounts.

Novo Nordisk’s gross revenue related to transactions with GOI-owned or controlled entities in 2022 was not in excess of 1% of Group sales. Novo Nordisk does not allocate its net profit on a country-by-country or activity-by-activity basis, other than as set forth in Novo Nordisk’s consolidated financial statements prepared in accordance with IFRS as issued by the IASB; however, Novo Nordisk estimates that its net profit attributable to the transactions with the GOI discussed above would not exceed a de minimis percentage of the Group’s total net profit in 2022.

The purpose of Novo Nordisk’s Iran-related activities is to provide access to important and essential pharmaceutical products such as insulin and haemophilia products to patients in Iran, and to improve the healthcare of the Iranian people in accordance with Novo Nordisk’s access to care strategy. For that purpose, and because Novo Nordisk has determined that its activities comply with all applicable laws, Novo Nordisk intends to continue these activities (including local production of these products in Iran).

C. ORGANIZATIONAL STRUCTURE

For information regarding the organizational structure and securities exchange listings of Novo Nordisk A/S, the main shareholder Novo Holdings A/S and the Novo Nordisk Foundation and the ownership structure of Novo Nordisk A/S, reference is made to the sections ‘Corporate Governance’ on pages 21-22 and ‘Shares and capital structure’ on pages 41-42 of our Annual Report 2022.

Companies in the Novo Nordisk Group are listed in the section ‘Companies in the Novo Nordisk Group’ on page 85 of our Annual Report 2022.

D. PROPERTY, PLANTS AND EQUIPMENT

The Company has its headquarters in Bagsværd, Denmark, where it occupies a number of buildings.

Sales growth in 2022 has resulted in periodic supply constraints and related drug shortage notifications in some countries. Periodic supply constraints and related drug shortage notifications are expected to continue in 2023.

Following higher than expected volume growth in recent years, including GLP-1-based products such as Ozempic®, and temporary capacity limitations at some manufacturing sites, the outlook also reflects expected continued periodic supply constraints and related drug shortage notifications. The supply capacity is gradually increased, including the capacity for meeting growing demand in the future for the products Activelle®, Actrapid®, Esperoct®, Estrofem®, Fiasp®, Glucagen®, Insulatard®, Kliogest®, Levemir®, MacrilenTM, Mixtard®, Norditropin®, NovoEight®, Novofem®, NovoLog®/ NovoRapid®, NovoLog Mix®/ NovoMix®, NovoNorm®, NovoSeven®, NovoThirteen®/ Tretten®, Ozempic®, Wegovy®, Rebinyn®/ Refixia®, Rybelsus®, Ryzodeg®, Saxenda®, Sogroya®, Tresiba®, Trisequens®, Vagifem®, Victoza®, Xultophy® and devices. Reference is made to the sections ‘Capital expenditures in 2022, 2021 and 2020’ under Item 4 for more information about the current expansion programs. For the nature of the Company’s property, plant and equipment, as of December 31, 2022 and 2021, reference is made to Note 3.2 ‘Property, plant and equipment’ in our Annual Report 2022.

The major production facilities owned by the Company are located at a number of sites in Denmark, and internationally in the United States, France, China and Brazil. There are no material encumbrances on the properties; however, the facilities in Tianjin, China are constructed on land where the remaining term of the leases is 31 and 35 years.

Active pharmaceutical ingredient (API) production is located in Denmark, primarily in Kalundborg and with secondary locations in Hillerød and Gentofte, both in Denmark, as well as in New Hampshire, United States, although a new API production site in Clayton, North Carolina in the United States has been established.


			Novo Nordisk Form 20-F 2022


ITEM 4 INFORMATION ON THE COMPANY

The following table sets forth certain information regarding our major production sites.

MAJOR PRODUCTION FACILITIES

Size of production area
(square meters)

Major Production Activities

Kalundborg, Denmark

168,300

Active pharmaceutical ingredients for diabetes and obesity as well as products for Diabetes care

Active pharmaceutical ingredients for haemophilia.

Products for Rare disease

Hillerød, Denmark

156,900

Durable devices and components for disposable devices

Products for diabetes and obesity

Active pharmaceutical ingredients for haemophilia

Bagsværd, Denmark

111,200

Products for diabetes and obesity

Clayton, North Carolina, United States

89,000

Active pharmaceutical ingredients for diabetes and obesity (purification)

Products for diabetes and obesity

Gentofte, Denmark

70,800

Active pharmaceutical ingredients for glucagon and growth hormone therapy

Products for growth hormone therapy, glucagon and haemophilia

Tianjin, China

67,200

Products for diabetes

Production of durable devices

Måløv, Denmark

60,900

Products for hormone replacement therapy

Products for oral antidiabetic treatment

Products for oral diabetes treatment

Chartres, France

58,700

Products for diabetes

Montes Claros, Brazil

56,200

Products for diabetes

Gel production for active pharmaceutical ingredients

In August 2021, the Company began the construction of a new pre-filled syringe line in Gentofte, Denmark, to expand the finished product capacity for Rare disease and GLP-1 products. The line is expected to be operational during 2024 and its production area is expected to be 1,500 square meters. The expected amount of expenditures for this facility is approximately DKK 780 million with realized spend of DKK 357 million as of December 31, 2022. The facility will be financed by cash flow from operating activities.

In December 2021, the Company announced the investment in construction of a single-dose device finished production facility in Kalundborg, Denmark, to secure flexibility in assembly and packaging processes. The facility is expected to be operational during 2024 and its production area is anticipated to be 2,800 square meters. The expected amount of expenditures for this facility is approximately DKK 890 million with realized spend of DKK 421 million as of December 31, 2022. The facility will be financed by cash flow from operating activities.

In December 2021, the Company announced the investment in construction of a new purification facility and a new recovery facility as well as rebuilding of one existing fermentation facility at the production site in Kalundborg, Denmark. The investment will establish additional capacity for manufacturing active pharmaceutical ingredients. The facilities are expected to increase the production area with approximately 59,900 square meters. The facilities are expected to be operational during 2027 and the expected amount of expenditures is DKK 16,500 million with realized spend of DKK 4,830 million as of December 31, 2022. The facilities will be financed by cash flow from operating activities.

In May 2022, the Company announced its investment in the construction of one new manufacturing facility as well as the expansion of two existing facilities in Kalundborg, Denmark. The expansions of the two existing facilities will provide capacity for manufacturing of active pharmaceutical ingredients for current and future oral and injectable products, while the construction of the new manufacturing facility will establish additional capacity for manufacturing active pharmaceutical ingredients for technical use (nonGMP) to support the development of the Company’s future product pipeline. It is expected that the new facilities will allow for an expansion of the production area of approximately 3,000 square meters. The facilities are expected to be operational during 2023 and the expected amount of expenditures is approximately DKK 1,000 million with realized spend of DKK 363 million as of December 31, 2022. The facilities will be financed by cash flow from operating activities.

In June 2022, the Company announced its investment in an expansion of an existing facility at the production site in Hjørring, Denmark. The investment will increase the capacity for production of NovoFine® Plus needles and is expected to increase the production area by 5,900 square meters. The expansion is expected to be finalized during 2025. The expected amount of


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ITEM 4 INFORMATION ON THE COMPANY

expenditures is approximately DKK 560 million with realized spend of DKK 166 million as of December 31, 2022. The expansion will be financed by cash flow from operating activities.

In November 2022, the Company announced its investment in the expansion of its clinical manufacturing facilities in Bagsværd, Denmark. The investment will establish additional capacity in R&D for the manufacturing of active pharmaceutical ingredients to supply the Company’s global clinical trials. The expansion is expected to increase the production area with 7,000 square meters and it is expected to be finalized in 2024. The expected amount of expenditures is DKK 5,400 million with realized spend of DKK 780 million as of December 31, 2022. The expansion will be financed by cash flow from operating activities.

ITEM 4A UNRESOLVED STAFF COMMENTS

None.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

New accounting pronouncements

Reference is made to Note 1.2 ‘Changes in accounting policies and disclosures’ in our Annual Report 2022.

A. OPERATING RESULTS

Reference is made to the section ‘Forward-looking statements’ on page 40 of our Annual Report 2022 and the discussion under the caption ‘Risk factors’ under Item 3 of this Form 20-F. Further reference is made to ‘Risk management’ on pages 45-46 of our Annual Report 2022.

The information in this section is based on our Annual Report 2022 and should be read in conjunction with such report. The analysis and discussion included in such report is primarily based on the Company's consolidated financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

2022 compared with 2021

The following portions of our Annual Report 2022 constitute the Board of Directors’ and Executive Management’s discussion and analysis of results of operations (incorporated herein by reference): ‘Introducing Novo Nordisk’ (pages 3-9) and ‘2022 performance and 2023 outlook’ (pages 36-40).

2021 compared with 2020

For a discussion of our results of operations for 2021 compared with 2020, see ‘Item 5.A. Operating Results-2021 Compared with 2020‘ included in our 2021 Annual Report on Form 20-F (File No. 333-82318) filed with the SEC on February 2, 2022 (hereafter "Annual Report 2021").

Segment information

Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 2022 for details on segmented results.

Sales in Russia and Ukraine constituted less than 1% of Novo Nordisk's global sales in 2022. Novo Nordisk's factory in Russia is still operating to supply insulin to patients in Russia only. While Novo Nordisk maintains supply of medicine in Russia to ensure that more than 700,000 patients can continue their treatment with essential medication, Novo Nordisk has suspended further marketing investments in Russia. Novo Nordisk has ceased filing for marketing authorizations of new medication and has suspended further clinical investments in Russia. Novo Nordisk has to the extent possible continued supply of medicines in Ukraine and Novo Nordisk medicines are currently available in more than 90% of Ukraine.

Foreign currencies

Reference is made to Note 4.3 ‘Financial risks’ in our Annual Report 2022 and for further description of foreign currency exposure and hedging activities, reference is made to the description of financial instruments in Note 4.4 ‘Derivative financial instruments’ in our Annual Report 2022.

Governmental policies

Please refer to pages 10-43 ‘Strategic Aspirations’ of our Annual Report 2022 and Item 4 hereof.

Off-balance sheet arrangements

Reference is made to Note 4.3 ‘Financial risks’ and Note 5.2 ‘Commitments’ in our Annual Report 2022.


			Novo Nordisk Form 20-F 2022


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

B. LIQUIDITY AND CAPITAL RESOURCES

Novo Nordisk maintains a centralized approach to the management of the Group’s financial risks. The overall objectives and policies for Novo Nordisk’s financial risk management are outlined in the Novo Nordisk Treasury Policy, which is approved by the Board of Directors. The Treasury Policy governs the Group’s use of financial instruments. For further information, reference is made to Item 11.

Financial resources

Reference is made to ‘Cash flow statement’ on page 55 and ‘Balance sheet’ on page 56 of our Annual Report 2022. In addition, Novo Nordisk has obtained a credit rating from two independent external rating agencies.

Novo Nordisk believes its financial resources are sufficient to meet its requirements for at least the next 12 months.

Cash flow in 2022, 2021 and 2020

Reference is made to ’Cash flow statement' on page 55 of our Annual Report 2022.

The most significant source of cash flow from operating activities is sales of Diabetes and Obesity care and Rare disease products. Generally, other factors that affect operating earnings, such as pricing, volume, product mix, costs and exchange rates, also have an impact on realized cash flow from operating activities. Except as disclosed in Note 4.6 'Cash and cash equivalents' in our Annual Report 2022, there are no material restrictions on the ability of subsidiaries with material cash amounts to transfer funds to the parent company, Novo Nordisk A/S.

Trade receivable program

Trade receivable program, as of December 31, 2022, 2021 and 2020, respectively, are shown in Note 4.3 ‘Financial risks’ in our Annual Report 2022.

Debt financing

Reference is made to ‘Balance sheet’ on page 56 and to Note 4.5 ‘Borrowings’ in our Annual Report 2022 for information on Current and Non-current debt.

Derivative financial instruments

Novo Nordisk only hedges commercial exposures and consequently does not enter into derivative transactions for trading or speculative purposes. Currency hedging is done with foreign exchange forwards and foreign exchange options. Reference is made to Note 4.3 ‘Financial risks’ and Note 4.4 ‘Derivative financial instruments’ in our Annual Report 2022 for further information on financial instruments including currency exposure.

Commitments for capital expenditure etc.

Contractual obligations for capital expenditure and other contingent liabilities as of December 31, 2022 and 2021, respectively, are shown in Note 5.2 ‘Commitments’ in our Annual Report 2022.

The Executive Management of the Group believes that the obligations are covered by the Group’s financial resources as well as expected future cash flows from operating activities.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

The primary focus of Novo Nordisk’s research and development is on therapeutic proteins within diabetes, obesity, haemophilia, growth disorders and other serious chronic diseases such as NASH (non-alcoholic steatohepatitis), cardiovascular diseases, chronic kidney disease and Alzheimer’s disease.

Reference is made to Note 2.3 ‘Research and development costs’ in our Annual Report 2022 for research and development costs in 2022, 2021 and 2020, respectively. Novo Nordisk’s research and development organization is comprised of approximately 8,500 employees as of December 31, 2022.

Research costs comprise the early stages of the drug development cycle from the initial drug discovery until the drug is ready for administration to humans. The activities initially focus on identifying a single drug candidate with a profile that will support a decision to initiate development activities. Before selection of the final drug candidate, it is tested in animals to gather efficacy, toxicity and pharmacokinetic information. Development costs are incurred from the start of phase 1, when the drug is administered to humans for the first time; these are the projects captured in the ’Pipeline overview’ (page 30 of our Annual Report 2022). The final product is developed, and subsequent clinical trials (phases 2 and 3) are conducted to further test the drug in humans, using the results from these trials to attempt to obtain marketing authorization, permitting Novo Nordisk to market and sell the developed products. Historically, Novo Nordisk has spent approximately 70-80% of total research and development expenditures on clinical development


			Novo Nordisk Form 20-F 2022


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

activities, and approximately 20-30% on research activities. The split between research and development will fluctuate in individual years depending on the composition of the clinical development portfolio.

In general, Novo Nordisk expects that growth in research and development spending will follow a trend in line with or slightly above sales growth indicating that the research and development cost to sales ratio is expected to gradually increase in the foreseeable future. Thus, Novo Nordisk currently expects to modestly expand upon the current expenditure level of around 12-13% of sales in research and development activities going forward. Increased late-stage clinical trial activities compared to 2021 and increased activities within Other serious chronic diseases and GLP-1 are driving the cost increase as well as the operating costs and amortisations related to Dicerna Pharmaceuticals Inc. which was acquired in the fourth quarter of 2021.

Novo Nordisk initiated several phase 3 trials in 2022, see the below table for the full list.

The following Novo Nordisk compounds are currently in phase 3 development or have recently been filed for regulatory approval:


COMPOUND / BRAND NAME / INDICATION	Year entered into phase 3 or filed with the regulatory authorities	Patent expiration
Somapacitan (NN8640) Once-weekly human growth hormone / Growth disorder	Regulatory submission of the children and adolescent indication occurred in 2022.	20341

Concizumab (NN7415) / Haemophilia A and B with or without inhibitors	Regulatory submission occurred in 2022	20342

Nedosiran (NN7022) / An siRNA targeting lactate-dehydrogenase A (or LDHA) for once-montly subcutaneous treatment of Primary Hyperoxaluria	Regulatory submission occurred in 2022	2038

Insulin Icodec (NN1436) / Once-weekly basal insulin analogue	Phase 3 completed in 2022	20363

Semaglutide (oral) 25 mg and 50 mg diabetes (NN9924) / Diabetes	Phase 3 initiated in 2021	2032

Semaglutide (oral) 50 mg / Obesity	Phase 3 initiated in 2021	2032

Cagrisema (NN9838)	Phase 3 initiated in 2022	2037

IcoSema (NN1535) / A combination of GLP-1 semaglutide and insulin icodec	Phase 3 initiated in 2021	20363

Etavopivat / Second generation selective, small molecule PKR-activator intended for once-daily oral administration in sickle cell disease	Phase 3 initiated in 2022	20395

Mim8 (NN7769)	Phase 3 initiated in 2021	20406

Semaglutide in NASH (NN9931)	Phase 3 initiated in 2021	2032

Semaglutide in Alzheimer's (NN6535)	Phase 3 initiated in 2021	2032
Ziltivekimab (NN6018) / Cardiovascular disease
Ziltivekimab (NN6018) / Cardiovascular disease	Phase 3 initiated in 2021	20357

1 Current estimate United States. Key EU markets estimate 2036, Japan expiry 2036

2 Current estimate United States. Key EU markets estimate 2035, Japan expiry 2034

3 Current estimate of regulatory data protection in the United States. Key EU markets and Japan estimate 2034

4 Protects method of use and kits of parts

5 Current estimate, United States. Key EU markets and Japan estimated in 2038

6 Current estimate, United States. Key EU markets estimate 2041 and Japan estimated in 2044

7 Current estimate, United States. Key EU markets and Japan estimate 2032. In addition to patents, the product is eligible for Regulatory Data Protection, i.e. 10 years from market authorization in the EU and 12 years from market authorization in the U.S.

During 2022 Novo Nordisk discontinued the phase 3 project and collaboration with Aeterna Zentaris biopharmaceuticals. The collaboration was entered in 2018 in the U.S. with the aim to develop a diagnosis test of childhood-onset growth hormone deficiency. Following the termination, Novo Nordisk will hand over all responsibilities for MacrilenTM to Aeterna Zentaris.


			Novo Nordisk Form 20-F 2022


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

In determining whether or not any project or group of related projects is significant, we consider the following qualitative and quantitative criteria:

•Assessment of the unmet medical need targeted with the specific project;

•The inherent project risk including the risk of safety issues, unsatisfactory tolerability profile, limitations on the efficacy of the compound;

•Timeline for completing the clinical testing and submitting an application for approval to regulatory authorities;

•Regulatory authorities’ position towards approval and drug label;

•Changes in competitive landscape during the development and approval cycle including competing drugs being developed by others;

•Changes in medical practice during the development period;

•Position of payers, the medical society and patients towards treatment with the drug and price of the drug;

•Expected uptake in market following launch; and

•Expected net present value of the project.

In assessing the criteria listed above, we refer to ‘Risk management’ on pages 45-46 in our Annual Report 2022. It is important to note that due to the risks and uncertainties involved in progressing through pre-clinical development and clinical trials, and the time and cost involved in obtaining regulatory approvals, we cannot reasonably estimate the nature, timing, completion dates and costs of the efforts necessary to complete the development. The nature of Novo Nordisk’s development activities is such that a compound must first be proven to work by means of multiple clinical trials, which may require treatment of thousands of patients and could take years to complete. Even if initial results of preclinical studies or clinical trial results are promising, the Company may obtain different results that fail to show the desired levels of safety and efficacy, or Novo Nordisk may not obtain applicable regulatory approval for a variety of other reasons. The compound must be approved by either the U.S. Food and Drug Administration, the European Medicines Agency or by similar agencies around the world, each of which may have differing requirements. During each stage, there is a substantial risk that Novo Nordisk will encounter serious obstacles which will further delay us, or that the Company will not achieve its goals and, accordingly, may abandon a product in which it has invested substantial resources. Furthermore, the commercial potential of a project is dependent on the label granted by the regulatory authority upon approval. The label specifies for which indications a product is approved for, major and minor safety concerns associated with drug treatment, as well as if the drug is approved for use in combination with other types of medication. Thus a label can restrict usage substantially. Reference is made to the caption ‘Risk factors’ contained under Item 3 hereof.

Given the uncertainties related to the process of product development, during the periods presented in our 2022 Form 20-F no single project in product development was significant based on the qualitative and quantitative criteria. However, during the periods presented, two groups of projects were considered significant; the Diabetes and Obesity care group and the Rare disease group.

Information related to selected research and development projects can be found under ‘Research and development progress’ on page 31 of our Annual Report 2022.

D. TREND INFORMATION

The key drivers behind Novo Nordisk’s performance continue to be the changes in demographics globally reflecting a continuous growth in the proportion of people who live in cities (urbanization), an increasing proportion of elderly people and a growing problem of obesity. These trends have contributed to the significant increase in the number of people with diabetes worldwide. According to the International Diabetes Federation, the number of people with diabetes is projected to increase from 463 million today to 700 million in 2045. Diabetes and Obesity care is Novo Nordisk’s largest segment comprising more than 80% of sales. The epidemic growth in the number of people with diabetes, continuing transition from older to newer insulin generations, increasing use of GLP-1, new delivery devices and market share gains are all driving Novo Nordisk’s growth within the Diabetes and Obesity care segment. Further, the roll-out of a number of new products within Diabetes and Obesity care (Ozempic®, Rybelsus®, Tresiba®, Ryzodeg®, Xultophy®, Fiasp® and Wegovy®) are expected sales growth drivers.

In the United States, significant sales rebates are paid in connection with public healthcare insurance programs, such as Medicare and Medicaid, as well as rebates to pharmacy benefit managers (PBMs) and managed care organizations. Key customers in the United States include private payers, PBMs and government payers. Increasingly, PBMs and managed care organizations play a key role in negotiating price concessions with drug manufacturers on behalf of payers for both the commercial and government channels and determining the list of drugs covered in the health plan’s formulary.


			Novo Nordisk Form 20-F 2022


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Specifically, there are four primary drivers:

•Competitive pressure from other manufacturers' diabetes products.

•Payer pressure to reduce the overall drug costs has resulted in continued focus on negotiating higher rebates from drug manufacturers. Private payers remain keen to adopt narrow formularies that exclude certain drugs, while securing increased rebates from the preferred brands.

•Industry consolidation among payers has over time led to increasing pricing pressure for pharmaceutical companies.

•Recent changes to the U.S. regulatory pathway for insulin to achieve the status of interchangeability.

In 2022, payers continued to leverage their size and control to demand higher rebates, particularly in the insulin segment, but increasingly in the GLP-1 category, as well. As a result, average prices after rebates for the Novo Nordisk portfolio in 2022 in the United States declined. Ultimately, pricing pressure is expected to continue in the future, driven by: increasing rebates in the commercial segment, the effect of payer consolidation, increasing exposure to high rebate channels such as Medicare and Medicaid, as well as increasing competition from biosimilars. In January 2021, Novo Nordisk changed its policy relating to 340B Drug Pricing Program (under Section 340B of the Public Health Service Act, pharmaceutical manufacturers participating in Medicaid are required to sell outpatient drugs at discounted prices to certain health care organizations that care for uninsured and low-income patients), whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk’s 340B policy has been the subject of litigation in the U.S. courts. Recently, the U.S. Court of Appeals for the Third Circuit ruled that the Company’s restrictions on delivery to contract pharmacies does not violate the 340B statute. That ruling may be subject to further discretionary appellate review, see Note 3.5 ‘Provisions and contingent liabilities’ in our Annual Report 2022.

Additionally, in August 2022 the Inflation Reduction Act of 2022 was passed into law. This legislation included several healthcare reforms, which resulted in minor near-term sales impacts, but could also have medium and long-term impacts. Reference is made to Note 2.1 'Net sales and rebates' in our Annual Report 2022 for further information.

For 2023, average prices after rebates are expected to decline further compared with 2022 prices, predominantly driven by the insulin class. Importantly, market access for Novo Nordisk’s products is expected to remain at a level similar to that experienced in 2022.

For further information on trends, reference is made to the section ‘2022 performance and 2023 outlook’ on pages 36-40 of our Annual Report 2022. Information about expectations for the financial year 2023 can be found on page 39-40 in the subsection ‘2023 outlook’.

E. CRITICAL ACCOUNTING ESTIMATES

Reference is made to Note 1.1 ‘Principal accounting policies and key accounting estimates’ in our Annual Report 2022.

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Reference is made to pages 48-50 of our Annual Report 2022 for name, position and period of service as director for the members of the Board of Directors.

Reference is made to page 51 of our Annual Report 2022 for name, position, age and other management duties for the members of Executive Management. Business experience, year of appointment and year of joining Novo Nordisk for each member of Executive Management are included below:


Lars Fruergaard Jørgensen President and chief executive officer (CEO) Mr Jørgensen joined Novo Nordisk in 1991 as an economist in Health Care, Economy & Planning and has over the years completed overseas postings in the Netherlands, the U.S. and Japan. In 2004 he was appointed senior vice president for IT & Corporate Development. In January 2013 he was appointed executive vice president and chief information officer assuming responsibility for IT, Quality & Corporate Development. In November 2014 he took over the responsibilities for Corporate People & Organisation and Business Assurance and became chief of staff. Mr Jørgensen was appointed president and chief executive officer in January 2017.
Monique Carter Executive vice president, People & Organisation Ms Carter joined Novo Nordisk in November 2018 as SVP for Global People and Organisation and was promoted to executive vice president in August 2019. Prior to joining Novo Nordisk Ms Carter was group HR director and member of the executive committee at GKN plc, UK. Ms Carter was at GKN plc from 2014 to 2018. Ms Carter worked in the chemicals industry from 2005 to 2014 starting with ICI plc, UK (which later became part of Akzo Nobel, the Netherlands). Ms Carter later moved to Singapore to head up the APAC regional HR while in the decorative paints division of ICI plc. In 2010 Ms Carter became leader of HR for the specialty chemicals businesses of AkzoNobel in the Netherlands after the acquisition of ICI plc by Akzo Nobel. Prior to ICI plc, Ms Carter held HR positions in a number of international companies.


			Novo Nordisk Form 20-F 2022


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES


Maziar Mike Doustdar Executive vice president, International Operations Mr Doustdar joined Novo Nordisk in 1992 as an office clerk in Vienna, Austria. From 1993 through 2007 he took up various positions in finance, IT, logistics, operations and marketing, within various parts of Novo Nordisk’s emerging markets, first in Vienna and subsequently in Athens and Zurich before he was appointed general manager of Novo Nordisk Near East, based in Turkey, in 2007. In 2010 Mr Doustdar was promoted to vice president of Business Area Near East and in 2012 he re-located to Malaysia to head the Business Area Oceania South East Asia. In 2013 he was promoted to senior vice president of Novo Nordisk’s International Operations, and in April 2015 Mr Doustdar was promoted to executive vice president, continuing his responsibility for Novo Nordisk’s International Operations. In September 2016 Mike Doustdar assumed additional geographical responsibility and was promoted to executive vice president for an expanded International Operations, leading all commercial units globally, except for the U.S. and Canada.
Ludovic Helfgott Executive vice president, Rare disease Mr Helfgott joined Novo Nordisk in April 2019 as executive vice president for Rare disease (then named Biopharm). Mr Helfgott joined Novo Nordisk from AstraZeneca, UK, where he was global vice president in charge of the company's cardiovascular, metabolism and renal global franchise. He joined AstraZeneca in 2005 in an international sales effectiveness role and has since held operational leadership roles with increasing responsibilities in Italy, Spain and at corporate headquarters. Prior to this, Mr Helfgott was with McKinsey & Company in Paris, Moscow and Brussels from 1998 to 2005.
Karsten Munk Knudsen Executive vice president and chief financial officer (CFO) Mr Knudsen joined Novo Nordisk in 1999 as a business analyst in NNIT A/S, previously a subsidiary of Novo Nordisk, and has since held finance positions of growing size and complexity throughout the Novo Nordisk value chain. From 2010 to 2014 Mr Knudsen was corporate vice president for Finance & IT at Novo Nordisk Inc. in the U.S. and in 2014 he was appointed senior vice president of Corporate Finance in Novo Nordisk. In February 2018 Mr Knudsen was promoted to executive vice president and chief financial officer. In 2019 Mr Knudsen assumed further responsibilities as his area was expanded to cover Finance, Legal & Procurement, followed by a further expansion in 2022 when he assumed responsibility for Global Solutions.
Doug Langa Executive vice president, North America Operations Mr Langa joined Novo Nordisk in 2011 as senior director of Managed Markets. In 2015 Mr Langa was promoted to corporate vice president of Market Access in the U.S. and in 2016 he was appointed senior vice president of Market Access in the U.S. In March 2017 Mr Langa was appointed senior vice president, head of North America Operations and president of Novo Nordisk Inc., and in August 2017 Mr Langa was promoted to executive vice president, continuing his responsibilities for North America Operations and president of Novo Nordisk Inc. Mr. Langa represents Novo Nordisk Inc. on the board of directors of the trade association PhRMA. Mr Langa joined Novo Nordisk from GlaxoSmithKline, where he was the senior director of payer marketing. Prior to GlaxoSmithKline Mr Langa spent the majority of his career at Johnson and Johnson, where he held various roles of increasing responsibility within managed markets, sales leadership and marketing.
Martin Holst Lange Executive vice president, Development Mr Lange joined Novo Nordisk in 2002, as first operationally and subsequently medically responsible for several projects within Global Development. From 2006 to 2008 Mr Lange worked in Novo Nordisk Inc., USA, in the Medical Department as senior medical director. In 2008, he moved back to Denmark and became vice president, Medical & Science liraglutide, transferring in 2010 to insulin degludec in a similar position. From 2013 to 2017, he served as corporate project vice president for Insulin & Diabetes Outcomes and subsequently Insulin & Devices. In January 2018, he was appointed senior vice president for Global Development. In March 2021, Mr Lange was appointed executive vice president for Development. From 1997 to 2002, Mr Lange did clinical work as well as clinical research of which the latter, three years at the Department of Endocrinology, National University Hospital, Denmark. Mr Lange has served on the board of directors of Beta Bionics Inc., USA.
Marcus Schindler Executive vice president, Research & Early Development and chief scientific officer (CSO) Mr Schindler joined Novo Nordisk in January 2018 as senior vice president for External Innovation and Strategy. From March 2018 to 2021 he was senior vice president for Global Drug Discovery and in March 2021, Mr Schindler was appointed executive vice president for Research & Early Development and chief scientific officer. Prior to joining Novo Nordisk Mr Schindler was vice president, head of cardiovascular and metabolic diseases innovative medicines at AstraZeneca, Sweden. From 2009 to 2012, he was head of research at (OSI) Prosidion, Oxford, UK. From 2000 to 2008, he worked in various leadership roles at Boehringer Ingelheim, Germany after having started his career with Glaxo Wellcome/GSK, UK in 1997.
Camilla Sylvest Executive vice president, Commercial Strategy & Corporate Affairs Ms Sylvest joined Novo Nordisk in 1996 as a trainee. From 1997 to 2008 Ms Sylvest had roles in headquarters and regions within pricing, health economics, marketing and sales effectiveness. In 2003, she was appointed vice president of sales and marketing effectiveness in Region Europe. From 2008 to 2015 Ms Sylvest headed up subsidiaries and business areas of growing size and complexity in Europe and Asia and in 2013 she was also appointed corporate vice president. In August 2015 Ms Sylvest was appointed senior vice president and general manager of Novo Nordisk’s Region China. In October 2017, Ms Sylvest was promoted to executive vice president for Commercial Strategy & Corporate Affairs.

Henrik Wulff Executive vice president, Product Supply, Quality Assurance, Digital Data & IT Mr Wulff joined Novo Nordisk in 1998 in the logistic and planning function. From 2001 to 2008 he held different managerial roles within Novo Nordisk’s manufacturing organization, Product Supply, before being appointed senior vice president of Diabetes API in Product Supply, Denmark. In 2012 Mr Wulff was appointed senior vice president of the worldwide division Diabetes Finished Products. In 2013 he was promoted senior vice president of Product Supply globally. In April 2015 Mr Wulff was promoted executive vice president and in 2019 his area of responsibility expanded to also cover Quality Assurance, Digital Data & IT.


			Novo Nordisk Form 20-F 2022


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES

Maziar Mike Doustdar, Ludovic Helfgott and Doug Langa are not registered with the Danish Business Authority as members of executive management, or registered managers, within the meaning of the Danish Companies Act.

Novo Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management.

The Board of Directors is responsible for the overall strategic direction and supervises the performance of the company, strategy implementation and the work of Executive Management.

Executive Management, in turn, is responsible for the day-to-day management of the company, development and implementation of strategies and policies, the company’s operations and organization and timely reporting to the Board of Directors and Novo Nordisk’s stakeholders.

The Board of Directors and Executive Management are separate bodies, and no one serves as a member of both.

The key roles of the members of Board of Directors and members of Executive Management outside the Company are included in our Annual Report 2022 under the section ‘Board of Directors’ on pages 48-51.

There are no family relationships between the Board of Directors, Executive Management or between any of the members of the Board of Directors and any member of Executive Management. No director or member of Executive Management has been elected according to an arrangement or understanding with shareholders, customers, suppliers or others. As required by the Danish Companies Act, directors are elected at general meetings by simple majority vote. In addition, four employee representatives are elected for a statutory four-year term by the employees of Novo Nordisk A/S.

B. COMPENSATION

For compensation data in respect of the members of the Company’s Board of Directors, reference is made to section 2.2 'Remuneration composition', section 2.4 'Board and committee fee levels 2022' and section 2.5 'Board remuneration 2022' in our Remuneration Report 2022.

For compensation data in respect of the members of the Company’s Executive Management, reference is made to section 3.1 'Remuneration policy', section 3.2 'Remuneration composition', section 3.4 'Executive remuneration in 2022’, section 3.6 'Short-term incentive programme 2022', section 3.7 'Long-term incentive programme 2022' and section 3.9 'Long-term incentive programs 2020, 2021 and 2022 – unvested shares' in our Remuneration Report 2022 and Note 5.1 'Share-based payment schemes' in our Annual Report 2022.

C. BOARD PRACTICES

The year of election and term for each member of the Board of Directors is included on pages 48-50 of our Annual Report 2022. The year of appointment for each member of Executive Management is included in Item 6A.

The Audit Committee

The Audit Committee assists the Board of Directors mainly with: overseeing the external auditors and the internal audit function; monitoring complaints reported through the Compliance Hotline (the Company's whistleblower system); overseeing and reviewing financial and ESG reporting, financial risk management and financial counterpart exposure, internal controls over financial and ESG reporting, business ethics compliance, information security; and insurance coverage.

Under Danish law, the statutory external auditor is elected by the shareholders. All shareholders as well as the Board have the right to propose candidates for election. The Audit Committee recommends to the Board the statutory external auditor to be nominated by the Board and elected by the shareholders at the annual general meeting.

As part of its oversight of external reporting, the Audit Committee discusses significant legal and tax issues with the chief financial officer, head of finance & compliance, the general counsel, head of group internal audit and the external auditors. The chief financial officer is charged with responsibility for the tax strategy and policy, which is endorsed by the Board of Directors.

The Audit Committee has five members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee-elected Board member.

In March 2022, the Board of Directors elected the following members to the Audit Committee: Laurence Debroux (member since 2019 and chair since 2021), Sylvie Grégoire (member since 2015), Mette Bøjer Jensen (member since 2022, employee-elected Board member), Christina Law (member since 2022) and Henrik Poulsen (member since 2021).


			Novo Nordisk Form 20-F 2022


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES

Remuneration Committee

The Remuneration Committee assists the Board of Directors with the preparation and/or oversight of: the Remuneration Policy for the members of the Board of Directors and Executive Management; the remuneration of the members of the Board of Directors and its committees; the remuneration and employment terms of Executive Management; the Remuneration Report and other reporting.

The Remuneration Committee has five members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee-elected Board member.

In March 2022, the Board of Directors elected the following members to the Remuneration Committee: Jeppe Christiansen (member since 2015 and chair since 2017), Elisabeth Dahl Christensen (member since 2022, employee-elected Board member), Laurence Debroux (member since 2021), Martin Mackay (member since 2021), and Henrik Poulsen (member since 2022).

Directors’ service contracts

Reference is made to the section ‘Corporate Governance’, page 21 of our Annual Report 2022 for the description of the termination payments for Executive Management.

D. EMPLOYEES

Reference is made to the section 'Employees' on page 93 and Note 2.4 'Employee costs' in our Annual Report 2022 regarding the total number of full-time employees in Novo Nordisk at year-end for the years 2018–2022. Employees outside Denmark as a percentage of the total number of employees for 2022 was 61% (2021: 61% and 2020; 61%).

Executive Management believes that the Company has a good relationship with its employees in general and with the labour unions of the Novo Nordisk employees.

E. SHARE OWNERSHIP

For information on the Board of Directors and Executive Management members' individual holdings of shares and restricted stock units, including shares and restricted stock units granted in the year ended December 31, 2022 and trading in shares by the Board of Directors and Executive Management in the same period, reference is made to section 2.6 'Shareholdings by the Board' and section 3.10 'Shareholdings by Executive Management' in our Remuneration Report 2022 and Note 5.1 'Share-based payment schemes' in our Annual Report 2022. As of January 31, 2023, the members of the Board of Directors and Executive Management held 559,431 B shares, representing in the aggregate less than 1% of the beneficial ownership of the Company.

In the period from January 1, 2023 until February 1, 2023, no B shares were sold or purchased by the members of the Board of Directors or Executive Management. The internal rules on trading in Novo Nordisk securities by members of the Board of Directors and Executive Management only permit trading in the 15 calendar day period following each quarterly earnings announcement. For information on vested shares for Executive Management on February 1, 2023, reference is made to section 3.8 'Long-term incentive programme 2019 – vested shares’ in our Remuneration Report 2022.

For further information, reference is made to Note 5.1 'Share-based payment schemes' in our Annual Report 2022.

F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

Not applicable.

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

For information on major shareholders reference is made to ‘Shares and capital structure’ on pages 41-42 of our Annual Report 2022.

Novo Nordisk Foundation (the 'Foundation') owns its shares in Novo Nordisk A/S through Novo Holdings A/S. The purpose of Novo Holdings A/S is to administer the Foundation's portfolio of securities and minority capital interests and to administer and vote on the A shares and B shares in Novo Nordisk A/S, thereby securing a satisfactory financial return for Novo Holdings A/S' sole shareholder, the Foundation.

Under the Foundation’s statutes, the Foundation is governed by a board of directors, which must be comprised of six to twelve members (of whom at least two members must have a medical or scientific background, and at least one of these two members must have a medical background). Members of the Foundation’s board of directors are typically nominated by the Foundation’s nomination committee and elected by a two-thirds vote of the board members who have themselves been previously elected pursuant to the Foundation’s statutes. Any board member can be removed as provided for in the Danish Act on Foundations (‘lov om erhvervsdrivende fonde’). In addition, employee-elected board members are elected for a statutory four-year term by the employees of the Foundation


			Novo Nordisk Form 20-F 2022


ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

and of the subsidiaries of the Foundation. No person or entity exercises any kind of formal influence over the Foundation’s board. The Foundation’s board currently consists of nine persons.

Under Novo Holdings A/S’ statutes, Novo Holdings A/S is governed by a board of directors, which must be comprised of three to nine members elected annually by the shareholders. According to the Foundation’s statutes, its board can and shall provide for members of its own board of directors to be elected to Novo Holdings A/S’ board of directors. Novo Holdings A/S’ board of directors is currently comprised of eight members, two of whom are also members of the Foundation’s board of directors (Steen Risgaard and Lars Rebien Sørensen) and two of whom are also members of the board of directors of Novo Nordisk A/S (Jeppe Christiansen and Henrik Poulsen). Moreover, the chief executive officer of Novo Holdings A/S (Kasim Kutay) is also a member of the board of directors of Novo Nordisk A/S. The chair of the Foundation’s board of directors (Lars Rebien Sørensen) serves as the chair of Novo Holdings A/S’ board of directors.

The A shares in Novo Nordisk A/S held by Novo Holdings A/S cannot be sold or be subject to any disposition so long as the Foundation exists. The dissolution of the Foundation or any change in its objectives requires a unanimous vote of the Foundation’s board of directors. Other changes in the Foundation’s statutes require approval of two-thirds of the Foundation’s board members and approval by the Danish foundation authorities. According to its statutes, the Foundation is required to maintain material influence over Novo Nordisk A/S and its majority vote in Novo Holdings A/S.

For further information reference is made to ‘Shares and capital structure’ on pages 41-42 of our Annual Report 2022.

The B shares of Novo Nordisk A/S are registered with VP Securities A/S (‘VP Securities’) and are not represented by certificates. Generally, VP Securities does not provide the Company with information with respect to registration. However, set forth below is information as of January 31, 2023 with respect to (a) any shareholder who is known to the Company to be the owner of more than 5% of any class of Novo Nordisk A/S' securities and (b) the total amount of any class owned by Novo Nordisk A/S and its subsidiaries (treasury shares) and by the Board of Directors and Executive Management as a group:


Title of class	Identity of person or group	Shares owned		Percent of class	Percent of total votes

A shares	Novo Holdings A/S	537,436,000		100.00	75.20
B shares	Novo Holdings A/S	102,104,000		5.76	1.43
B shares	Novo Nordisk A/S and subsidiaries (treasury shares)	31,631,497	*	1.82	0.44
B shares	Board of Directors and Executive Management	559,431		0.03	0.01

*) Treasury shares are included, however, voting rights of treasury shares cannot be exercised.

For information on share repurchases under the Company's share repurchase program in 2020/2021 reference is made to Note 4.1 ‘Distribution to shareholders’ in our Annual Report 2022. Information on the 2022/2023 share repurchase program, reference is made to ‘Shares and capital structure’ on pages 41-42 of our Annual Report 2022.

In February 2023, Novo Nordisk announced a new DKK 28 billion share repurchase program to be executed during the following 12 months. There is no complete record of all shareholders, nor of U.S. shareholders, and therefore it is not possible to give an accurate breakdown of geographical distribution of share capital nor of the number of B shareholders by country of residence. Additionally, certain of our B shares are held by brokers or other nominees and, as a result, the number of holders of record is not representative of the number of beneficial holders or of the residence of such beneficial holders.

However, based on available sources of information, as of December 31, 2022 it is estimated that share capital (including A and B share capital) was geographically distributed in the following manner: 39% Denmark, 26% North America, 3% UK, and 32% Other.

Furthermore, JPMorgan Chase Bank, N.A., our ADR Depositary, has informed us that as of December 31, 2022 the total number of ADRs outstanding was 175,956,396 representing approximately 10.93% of the issued B share capital outstanding (excluding treasury shares and shares held by Novo Holdings A/S) as at that date. All of the Company’s ADRs are held of record by the Depositary. For more information regarding our ADRs, see Item 12D below.

B. RELATED PARTY TRANSACTIONS

Related parties include the Novo Nordisk Foundation, Novo Holdings A/S, Novozymes A/S, Innate Pharma SA, Xellia Pharmaceuticals ApS (due to shared controlling shareholder, Novo Holdings A/S) and NNIT A/S being an associated company with shared controlled shareholding between Novo Holdings A/S and Novo Nordisk A/S. Novo Nordisk A/S has access to certain assets of and can purchase certain services from Novo Holdings A/S and Novozymes A/S and vice versa. All agreements relating to such assets and services are based on the list prices used for sales to third parties where such list prices exist, or the price has been set at what is regarded as


			Novo Nordisk Form 20-F 2022


ITEM 8 FINANCIAL INFORMATION

market price. The material terms of these agreements are renegotiated on a regular basis. Being an associated company of Novo Nordisk A/S, Churchill Stateside Solar Fund XIV, LLC ('CS Solar Fund XIV') is considered a related party. Being an associated company of Novo Holdings A/S, Unchained Labs, Inc. is considered a related party to Novo Nordisk A/S.

Related party transactions in 2022, 2021 and 2020 were primarily payments for services provided between the Novo Nordisk Group and the Novozymes Group, Xellia Pharmaceuticals ApS, Sonion A/S and transactions with associated companies. The overall financial impact of these related party transactions is limited.

Since December 31, 2022, there have been no further significant transactions with related parties out of the ordinary course of business. For further information reference is made to Note 5.4 ‘Related party transactions’ in our Annual Report 2022.

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8 FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The financial statements required by this item accompany this annual report in the form of our Annual Report 2022 (filed as Exhibit 15.1 to this Form 20-F).

Legal proceedings

Reference is made to Note 3.5 ‘Provisions and contingent liabilities’ in our Annual Report 2022.

Dividends

Reference is made to ‘Shares and capital structure’, on pages 41-42 of our Annual Report 2022.

B. SIGNIFICANT CHANGES

No significant events have occurred since the date of the annual financial statements. For description of important events and achievements in 2022, reference is made to ‘Introducing Novo Nordisk’ on pages 3-9 and ‘2022 performance and 2023 outlook’ on pages 36-40 of our Annual Report 2022.

ITEM 9 THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

The Company's B shares are listed in Denmark on Nasdaq Copenhagen, and traded under the symbol "NOVO-B". The Company's ADRs are traded on the New York Stock Exchange under the symbol "NVO". See Exhibit 2.2 to this Form 20-F for a description of the B Shares.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Reference is made to ‘Shares and capital structure’, on pages 41-42 of our Annual Report 2022.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10 ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.


			Novo Nordisk Form 20-F 2022


ITEM 10 ADDITIONAL INFORMATION

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

See Exhibit 2.2. to this Form 20-F for a summary of certain material provisions of Novo Nordisk A/S’ Articles of Association, certain other constitutive documents and relevant Danish corporate law. See Exhibit 1.1 to this Form 20-F for a translation into English language of the Articles of Association.

C. MATERIAL CONTRACTS

There have been no material contracts outside the ordinary course of business.

D. EXCHANGE CONTROLS

Other than the recently introduced Danish rules on screening of certain foreign direct investments, etc. in Denmark (the "Danish FDI Rules") and applicable international trade and financial sanctions as outlined below, (i) there are no governmental laws, decrees, or regulations in Denmark (including, but not limited to, foreign exchange controls) that restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to non-resident holders of the B shares or the ADRs, and (ii) there are no limitations on the right of non-resident or foreign owners to hold or vote the B shares or the ADRs imposed by the laws of Denmark or the Articles of Association of the Company.

Under the Danish FDI Rules, a screening mechanism applies to foreign direct investments in certain sensitive sectors, if the foreign investor obtains at least 10% ownership or voting rights, or equivalent control by other means. Among such sensitive sectors are companies and entities within critical infrastructure in Denmark that are necessary to maintain or restore the production, registration, distribution, and monitoring of prescription drugs. If a contemplated foreign direct investment in Novo Nordisk A/S is considered to fall within the scope of the mandatory screening mechanism, the foreign investor is required to apply for prior authorization with the Danish Business Authority.

If a foreign investor fails to comply with the Danish FDI Rules, the Danish Business Authority may impose restrictions, inter alia, ordering to reverse the investment or to suspend the foreign investor‘s voting rights.

International trade and financial sanctions are continually evolving. If applicable, such international trade and financial sanctions may under certain circumstances prevent the possibility of export and import of capital, and affect the remittance of dividends, interests and other payments to the non-resident holders of the B shares or the ADRs. In addition, international trade and financial sanctions may also restrict the right of non-resident or foreign owners to acquire, transfer, hold or vote the B shares and ADR's. Failure to comply with international trade and financial sanctions can lead to criminal and civil liability.

E. TAXATION

Danish Taxation

The following summary outlines certain Danish tax consequences to U.S. Holders (as defined below):

Withholding Tax

Generally, Danish withholding tax is deducted from dividend payments to U.S. Holders at a 27% rate, the rate generally applicable to non-residents in Denmark without regard to eligibility for a reduced treaty rate. Under the current Convention between the Government of the United States of America and the Government of the Kingdom of Denmark for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the ‘Current Convention’), the maximum rate of Danish tax that may be imposed on a dividend paid to a U.S. Holder that does not have a ‘permanent establishment’ (as defined therein) in Denmark is generally 15% and, for certain pension funds, 0% (each, the ‘Treaty Rate’). U.S. Holders eligible for the Treaty Rate may apply to the Danish tax authorities to obtain a refund to the extent that the amount withheld reflects a rate in excess of the Treaty Rate (any such amount, the ‘Excess Withholding Tax’).

Any U.S. Holders of ADRs wishing to apply for a refund of Excess Withholding Tax will have to provide a Danish Claim for Refund of Danish Dividend Tax, a properly completed U.S. Internal Revenue Service Form 6166 and additional documentation including: proof of dividend received; proof of ownership of the ADR and eligibility for the dividend received and proof that the dividend received was reduced by an amount corresponding to the Danish withholding tax. These documentation requirements may be expanded and may be subject to change. Refund claims must be filed within the three-year period following the date in which the dividend was paid in Denmark.


			Novo Nordisk Form 20-F 2022


ITEM 10 ADDITIONAL INFORMATION

Information on tax reclaims, how they should be filed and the requisite tax forms may be obtained from:

JPMorgan Chase Bank, N.A.

c/o Globe Tax Services, Inc.

1 New York Plaza, 34th Floor

New York, New York 10004 USA

Phone: +1 (212) 747 9100

U.S. Holders should consult their tax advisers regarding dividend withholding tax refunds.

Sale or Exchange of ADRs or B Shares

Any gain or loss realized on the sale or other disposition of ADRs or B shares by a U.S. Holder that is not either a resident of Denmark or a corporation that is doing business in Denmark is not subject to Danish taxation. In addition, any non-resident of Denmark may remove from Denmark any convertible currency representing the proceeds of the sales of ADRs or B shares in Denmark.

U.S. Taxation

The following summary outlines certain U.S. federal income tax consequences for U.S. Holders (defined below) of owning and disposing of ADRs or B shares. A ‘U.S. Holder’ is a person that, for U.S. federal income tax purposes, is a beneficial owner of ADRs or B shares that is eligible for the benefits of the Current Convention and is (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state therein or the District of Columbia, or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. This discussion applies only to a U.S. Holder that holds ADRs or B shares as capital assets for U.S. tax purposes and does not apply to persons that own or are deemed to own ADRs or common shares representing 10% or more of the voting power or value of Novo Nordisk. In addition, this discussion does not describe all of the tax consequences or potentially different tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including tax consequences applicable to U.S. Holders subject to special rules, such as certain financial institutions, entities classified as partnerships for U.S. federal income tax purposes, persons subject to the provisions of the U.S. Internal Revenue Code and Treasury regulations thereunder commonly known as the Medicare contribution tax, persons subject to the alternative minimum tax, or persons holding ADRs or B shares in connection with a trade or business conducted outside of the United States. This discussion is based, in part, on certain representations by the Depositary and assumes that each obligation under the deposit agreement will be performed in accordance with its terms. This discussion assumes that the Company is not, and will not become, a passive foreign investment company for U.S. federal income tax purposes.

For U.S. federal income tax purposes, the holders of ADRs will be treated as the beneficial owners of the underlying B shares. Accordingly, no gain or loss for U.S. federal income tax purposes will be recognized if a U.S. Holder exchanges ADRs for the underlying B shares represented by those ADRs or B shares for ADRs.

Taxation of Distributions

For U.S. federal income tax purposes, distributions on ADRs or B shares received by U.S. Holders, before reduction for any Danish tax withheld, generally will be included in the U.S. Holder’s income as foreign source dividend income and will not be eligible for the dividends-received deduction generally available to U.S. corporations. The amount of any dividend income paid in Danish kroner will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of the U.S. Holder’s, or, in the case of ADRs, the Depositary’s receipt of the dividend regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. U.S. Holders that receive a refund of Danish withholding tax after the dividend is received, as discussed above under the section ‘Danish Taxation – Withholding Tax,’ may be required to recognize foreign currency gain or loss with respect to the amount of the refund. U.S. Holders should consult their tax advisers regarding whether any foreign currency gain or loss should be recognized in connection with distributions on ADRs or B shares.

Subject to applicable limitations and conditions under U.S. federal income tax law, dividends paid to certain non-corporate U.S. Holders may be taxable at favorable rates. In order to be eligible for the favorable rates, a non-corporate U.S. Holder must fulfill certain holding period and other requirements.

Subject to applicable limitations under U.S. federal income tax law, a U.S. Holder may be eligible to credit against its U.S. federal income tax liability Danish taxes withheld from dividends on ADRs or B shares at a rate not exceeding the applicable rate under the Current Convention. Danish taxes withheld in excess of the applicable rate under the Current Convention will not be eligible for credit against a U.S. Holder’s federal income tax liability. The rules governing foreign tax credits are complex and, therefore, U.S. Holders


			Novo Nordisk Form 20-F 2022


ITEM 10 ADDITIONAL INFORMATION

should consult their tax advisers regarding the availability of foreign tax credits in their particular circumstances. Alternatively, subject to applicable limitations, U.S. Holders may elect to deduct Danish taxes withheld from dividend payments. An election to deduct foreign taxes instead of claiming a foreign tax credit applies to all foreign taxes paid or accrued in the taxable year.

Sale or Exchange of ADRs or B Shares

A U.S. Holder will recognize capital gain or loss for U.S. federal income tax purposes on a sale or other disposition of ADRs or B shares, which will be long-term capital gain or loss if the U.S. Holder held the ADRs or B shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ADRs or B shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S. source gain or loss for foreign tax credit purposes.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S. related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Certain U.S. Holders who are individuals (and certain specified entities) may be required to report information relating to securities issued by a non-U.S. person or foreign accounts through which such securities are held, subject to certain exceptions (including an exception for securities held in accounts maintained by U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their possible reporting obligations with respect to the ADRs or B shares.

The foregoing sections offer a general description and U.S. Holders should consult their tax advisers to determine the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADRs or B shares in their particular circumstances.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

Documents referred to and filed with the SEC together with this Form 20-F can be read and copied at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the United States Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms.

Copies of this Form 20-F as well as our Annual Report 2022, Annual Report 2021 and Remuneration Report 2022 can be downloaded from the investors page at novonordisk.com. The contents of this website are not incorporated by reference into this Form 20-F. This Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Financial exposure and financial risk management

For a description and discussion of the Company’s foreign exchange risk management, interest rate risk management, liquidity risk management and credit risk management, reference is made to Note 4.3 ‘Financial risks’ and the section ‘Risk management’ on pages 45-46 of our Annual Report 2022.

Sensitivity analysis

When conducting a sensitivity analysis, the Group assesses the change in fair value on the market-sensitive instruments following hypothetical changes in market rates and prices. The rates used to mark-to-market the instruments are market data as of December 31, 2022.


			Novo Nordisk Form 20-F 2022


ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Interest rate sensitivity analysis

For information on Interest rate sensitivity analysis in the financial year of 2022, reference is made to Note 4.3 ‘Financial risks’ in our Annual Report 2022.

Foreign exchange sensitivity analysis

For information on Foreign exchange sensitivity analysis in the financial year of 2022, reference is made to Note 4.3 ‘Financial risks’ and the section ‘Risk management’ on pages 45-46 of our Annual Report 2022.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY SHARES

Novo Nordisk’s ADR program is administered by J.P. Morgan Depositary Receipts Group as Depositary, JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 11, New York, United States. The ADRs are traded under the symbol "NVO" on the New York Stock Exchange and the underlying security is the Novo Nordisk B share, NOVO-B on Nasdaq Copenhagen. Each ADR represents one deposited Novo Nordisk B share. One ADR carries the same voting rights as one Novo Nordisk B share.

The Depositary distributes relevant notices, reports and proxy materials to the holders of the ADRs. When dividends are paid to shareholders, the Depositary converts the amounts into U.S. dollars and distributes the dividends to the holders of the ADRs. See Exhibit 2.1. to this Form 20-F for a description of the rights of holders of the ADRs.

The holder of an ADR may have to pay the following fees and charges related to services in connection with the ownership of the ADR up to the amounts set forth in the table below.


Service						Fee
Issuance or delivery of an ADR, surrendering of an ADR for delivery of a Novo Nordisk B share, cancellation of an ADR, including issuance, delivery, surrendering or cancellation in connection with share distributions, stock splits, rights and mergers						A maximum of USD 5.00 for each 100 ADRs (or portion thereof), to be paid to the Depositary

Distribution of dividend to the holder of the ADR						A maximum of USD 0.05 per ADR (or portion thereof), to be paid to the Depositary

Transfer of the Novo Nordisk B shares from the Danish custodian bank to the holder of the ADR’s account in Denmark						USD 20.00 cabling fee per transfer, to be paid to the Depositary

Taxes and other governmental charges the holder of the ADR has to pay on any ADR or share underlying the ADR						As necessary

J.P. Morgan, as Depositary, has agreed to reimburse certain reasonable expenses related to Novo Nordisk’s ADR program and incurred by Novo Nordisk in connection with the program. In the year ended December 31, 2022, the Depositary reimbursed USD 3,836,438 for costs related to investor relations activities.


			Novo Nordisk Form 20-F 2022


ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

PART II

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15 CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Novo Nordisk maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that Novo Nordisk files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the United States Securities and Exchange Commission, and that such information is accumulated and communicated to Management of the Company, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Novo Nordisk Management, including the chief executive officer and chief financial officer, evaluated the Company’s disclosure controls and procedures as of December 31, 2022. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of December 31, 2022, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Report of Novo Nordisk Management on Internal Control over Financial Reporting

Novo Nordisk’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the chief executive officer and chief financial officer, and effected by the Company’s Board of Directors, Management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Novo Nordisk Management, including the chief executive officer and chief financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, using the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’). Based on this assessment, Novo Nordisk Management, including the chief executive officer and chief financial officer, concluded that, as of December 31, 2022, the Novo Nordisk Group’s internal control over financial reporting was effective based on criteria stated in Internal Control – Integrated Framework (2013) issued by the COSO.

Forma Therapeutics, a newly-acquired business, is exempt from the scope of the reporting and control requirements applicable to Novo Nordisk A/S under Section 404 of the Sarbanes-Oxley Act and is not included in management’s assessment of internal control over financial reporting for the year ended December 31, 2022, as the acquisition was completed on October 14, 2022. The total assets represent approximately 0.4% and total net profit represents approximately 0.0% of the consolidated financial statement amounts of Novo Nordisk as of and for the year ended December 31, 2022.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Deloitte, Statsautoriseret Revisionspartnerselskab, Denmark, an independent registered public accounting firm, as stated in their report which appears on pages 31-32 of this Form 20-F.


			Novo Nordisk Form 20-F 2022


ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERTS

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee is comprised of five members elected by the Board of Directors. One member is designated as chair and two members, Laurence Debroux (the chair), and Henrik Poulsen, are designated as Audit Committee financial experts as defined by the SEC.

Three members qualify as independent as defined by the SEC and two members rely on an exemption. See item 16D below. The chair, Laurence Debroux is independent as defined by the SEC.

Reference is made to pages 48-51 of our Annual Report 2022 for the name, position and experience for the members of the Audit Committee.

ITEM 16B CODE OF ETHICS

Novo Nordisk has a vision and a set of essentials named the Novo Nordisk Way. The Novo Nordisk Way describes who Novo Nordisk as a company is, where Novo Nordisk wants to go and how its employees work. The Novo Nordisk Way is principle-based and describes corporate essentials and the required values and mindset of employees on business conduct and ethics including a number of the topics required by the Sarbanes–Oxley Act and the NYSE Listed Company Manual. In addition to the Novo Nordisk Way, a number of guidelines have been established including a Business Ethics Code of Conduct and related business ethics requirements on how to conduct business in Novo Nordisk. The Novo Nordisk Way and our Business Ethics Code of Conduct apply to all employees in Novo Nordisk including the chief executive officer and chief financial officer, as well as the Board of Directors.

The Novo Nordisk Way and our Business Ethics Code of Conduct may be found on our website at novonordisk.com (the contents of the website are not incorporated by reference into this Form 20-F).

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

Reference is made to Note 5.5 ‘Fee to statutory auditors’ in our Annual Report 2022 regarding fees paid to our statutory auditors.

The audit opinions of Deloitte Statsautoriseret Revisionspartnerselskab (PCAOB no. 1294) and PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PCAOB no. 1081) are included in Item 18.

Statutory Audit Fees

Statutory audit fees consist of fees incurred for the annual audit of the Company’s Annual Report, the financial statements of the Parent Company, Novo Nordisk A/S, and financial statements of wholly-owned subsidiaries including audit of internal controls over financial reporting (Sarbanes–Oxley Act, Section 404). Also included are services that can only be provided by our auditor, such as audit services required for regulatory filings.

Audit-Related Fees

Fees for audit-related services consist of fees incurred for assurance and related services provided by the independent auditor but not restricted to those that can only be provided by the auditor signing the audit report. This includes, amongst others, the assurance provided on the Company’s social and environmental reporting included in the Annual Report 2022 and also includes work concerning interpretation of financial accounting reporting standards.

Tax Fees

Fees for tax advisory services include fees incurred for tax compliance services, tax consultations and assistance in connection with tax audits and appeals and transfer pricing.

Other Fees

Fees for other services comprise fees incurred for other permitted services such as compliance reviews in connection with healthcare laws and regulations and assessment of their impact on the distribution chain, review of IT security plans, preparation of benchmark reports and other permissible services not included in the categories above.


			Novo Nordisk Form 20-F 2022


ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Pre-approval policies

The Audit Committee assesses and pre-approves all audit and non-audit services provided by the statutory auditors. The pre-approval includes the type of service and a fee budget. Furthermore, the Audit Committee receives a quarterly update on actual services provided and fees realized.

ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Novo Nordisk’s ADRs are listed on the New York Stock Exchange, the corporate governance rules of which require a foreign private issuer such as Novo Nordisk to have an Audit Committee that satisfies the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended. These requirements include a requirement that the Audit Committee be composed of members that are “independent” of the issuer, as defined in the Rule, subject to certain exemptions.

Of the current five members of Novo Nordisk’s Audit Committee, three are considered independent, including the chair Laurence Debroux, and two members rely on an exemption.

Henrik Poulsen is a member of the Board of Directors of the main shareholder Novo Holdings A/S. Accordingly, his service on the Audit Committee is permissible pursuant to the exemption from the independence requirements provided for by paragraph (b)(1)(iv)(B) of Rule 10A-3.

Mette Bøjer Jensen is a current employee of Novo Nordisk who has been elected to the Board of Directors by the employees pursuant to the Danish Companies Act (in Danish: "Selskabsloven"). The Danish Companies Act requires any limited liability company with more than 35 employees on average over a three-year period to organize a vote in which the employees are entitled to decide whether they would like employee representation on the Board of Directors. Mette Bøjer Jensen is not an executive officer of Novo Nordisk. Accordingly, her service on the Audit Committee is permissible pursuant to the exemption from the independence requirements provided for by paragraph (b)(1)(iv)(C) of Rule 10A-3.

Novo Nordisk does not believe the reliance on such exemptions would materially adversely affect the ability of the Audit Committee to act independently and to satisfy the other requirements of the Rule 10A-3.

ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


	Total Number of Shares Purchased (a)*	Average Price Paid per Share in DKK (b)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Maximum Approximate Value of Shares that may yet be purchased under the Plans or Programs in DKK (d)
2021 repurchase program
Status year end 2021**	32,345,725	569.54	32,345,725	1,577,776,013
January 1-31, 2022	2,317,445	649.19	34,663,170	73,317,375
February 1, 2022	110,000	665.70	34,773,170	90,377
Total***	34,773,170	575.15	34,773,170	90,377

2022 repurchase program				24,000,000,000
February 3-28, 2022	2,069,151	665.09	2,069,151	22,623,837,354
March 1-31, 2022	2,318,099	715.55	4,387,250	20,965,119,939
April 1-30, 2022	1,643,000	789.12	6,030,250	19,668,589,067
May 1-31, 2022	5,876,568	794.91	11,906,818	14,997,236,434
June 1-30, 2022	1,920,000	773.60	13,826,818	13,511,929,807
July 1-31, 2022	1,899,514	821.02	15,726,332	11,952,397,412
August 1-31, 2022	1,960,367	789.38	17,686,699	10,404,915,590
September 1-30, 2022	1,979,210	767.59	19,665,909	8,885,684,470
October 1-31, 2022	1,866,223	797.02	21,532,132	7,398,274,395
November 1-30, 2022	5,727,558	847.55	27,259,690	2,543,856,237
December 1-31, 2022	1,154,999	910.29	28,414,689	1,492,474,236
Total	28,414,689	792.11	28,414,689	1,492,474,236

*) All shares purchased through a publicly announced program.

**) Shares purchased under 2021 repurchase program during 2021.

***) As of February 1, 2022, Novo Nordisk had repurchased a total of 34,773,170 B shares equal to a transaction value of DKK 20 billion. The DKK 20 billion share repurchase program announced February 3, 2021 was thereby concluded.


			Novo Nordisk Form 20-F 2022


ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Note to column (a) and (d)

The Board of Directors has been authorized by the annual general meeting to have the Company acquire up to 10% of the share capital at the price quoted at the time of the purchase with a deviation of up to 10%. This authorization is renewed annually at the annual general meeting. If the limit of 10% is reached, a number of shares would have to be cancelled before further purchases can be made. The cancellation of shares must be approved by the shareholders.

Under this authorization, a share repurchase program for 2021 of DKK 20 billion initiated in February 2021, was completed in February 2022. A new share repurchase program for 2022 of DKK 24 billion initiated in February 2022 was completed in February 2023. The shares have been purchased through a bank directly in the market or directly from Novo Holding A/S.

Column (a) shows shares Novo Nordisk purchased as part of our share repurchase program initiated in February 2021 (completed in February 2022) and our share repurchase program initiated in February 2022.

Notes to columns (c) and (d)

In order to maintain capital structure flexibility, the Board of Directors intends to propose at the annual general meeting on March 23, 2023, a reduction in the B share capital, by cancellation of 25 million shares (nominal value DKK 0.20) of current treasury B shares, to DKK 343,512,800. This would correspond to a 1.1% reduction of the total share capital.

ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G CORPORATE GOVERNANCE

Novo Nordisk A/S is a public limited company incorporated in Denmark and admitted to trading on Nasdaq Copenhagen. As a result, it follows the applicable Danish Corporate Governance Recommendations issued in December 2020 (applicable from the financial year commencing on 1 January 2021) in respect of its corporate governance practices.

Novo Nordisk A/S has ADRs listed on the New York Stock Exchange (the “NYSE”) and is therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act, and the NYSE Corporate Governance Standards (the “NYSE Standards”) applicable to listed companies as described in the NYSE Listed Company Manual’s section 303A. As a foreign private issuer, Novo Nordisk A/S is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards.

Novo Nordisk A/S complies with the requirements of the SEC and NYSE except that Novo Nordisk as a “controlled company” (a listed company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) pursuant to section 303A.00 of the NYSE Listed Company Manual is not obliged to comply with sections 303A.01 (majority independent directors), 303A.04 (nominating/corporate governance committee) and 303A.05 (compensation committee) of the NYSE Listed Company Manual.

Moreover, Novo Nordisk A/S as a foreign private issuer is permitted to follow home country practice in lieu of sections 303A.02 (independence tests), 303A.03 (executive sessions), 303A.07 (audit committee), 303A.08 (shareholder approval of equity compensation plans), 303A.09 (corporate governance guidelines), 303A.10 (code of business conduct and ethics) and 303A.12 (a) (certification requirements).

Below is a list of practices followed by Novo Nordisk A/S as a foreign private issuer that differ from certain corporate governance requirements under the NYSE Standards:

Independence requirements

Under the NYSE Standards, listed companies must have at least a majority of independent directors and no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

Under the Danish Corporate Governance Recommendations, at least half of the shareholder-elected Board members, i.e. excluding any employee-elected Board members, should be independent. Employees are entitled to be represented by half of the total number of the shareholder-elected Board members.


			Novo Nordisk Form 20-F 2022


ITEM 16G CORPORATE GOVERNANCE

In accordance with the NYSE Standards, a director is not deemed independent if the director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company. Rule 303A.02 defines ‘listed company’, for purposes of the independence standards, to include ‘any parent or subsidiary in a consolidated group with the listed company or such other company as is relevant to any determination under the independence standards set forth in this Section 303A.02(b)’.

Four employees have in accordance with the requirements in the Danish Companies Act been elected as Board members by the Danish employees of Novo Nordisk A/S. One Board member is an executive of Novo Holdings A/S. No other Board members or the Board members’ immediate family members have within the last three years been an employee or executive of Novo Nordisk A/S or any parent or subsidiary in a consolidated group with Novo Nordisk A/S or received any fees from Novo Nordisk A/S.

The Board has determined whether the Board members qualify as independent per the Danish Corporate Governance Recommendations. The Board has also determined whether the Board members, who are members of the Audit Committee, qualify as independent under Rule 10A-3 in the Securities Exchange Act. Such determination is disclosed in the Annual Report. Further, the Annual Report provides detailed and individual information regarding the Board members, but it does not explicitly identify which Board members the Board considers independent under the NYSE Standards.

Audit Committee

Under Section 303A.06 of the NYSE Standards, the Audit Committee in a listed company must be composed entirely of independent directors as set out in section 303A.02 and, in the absence of an applicable exemption, Rule 10A-3(b)(1). The members of the Audit Committee are elected at a Board meeting held immediately following the annual general meeting. Novo Nordisk A/S' Audit Committee has five members. Three members satisfy the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act and section 303A.02 of the NYSE Listed Company Manual and two members rely on an exemption.

One Audit Committee member is a member of the Board of Directors of the main shareholder Novo Holdings A/S relying on the exemption from the independence requirements of Rule 10A-3(b)(1) provided for by paragraph (b)(1)(iv)(B) of Rule 10A-3 and one Audit Committee member is an employee representative relying on the exemption from the independence requirements in Rule 10A-3(b)(1) provided for by paragraph (b)(1)(iv)(C) of Rule 10A-3. See Item 16D above for further details.

Further, Novo Nordisk’s Audit Committee, is among other things, responsible for oversight of and reporting to the Board of Directors on the elements described in section 303A.07(b)(i)(A) of the NYSE Listed Company Manual. However, with respect to legal and regulatory requirements, the Audit Committee’s oversight responsibility only includes oversight of compliance with legal and regulatory requirements relating to business ethics compliance.

Remuneration Committee

Under the NYSE Standards listed companies must have a compensation committee composed entirely of independent directors, which requirement does not apply to Novo Nordisk A/S as a controlled company. Compensation committee members must satisfy the additional independence requirements specific to compensation committee membership set forth in section 303A.02(a)(ii). The NYSE Standards states that in affirmatively determining the independence of any director who will serve on the compensation committee of the listed company’s Board of Directors, the Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.

Novo Nordisk A/S has established a Remuneration Committee and the members of the Remuneration Committee are elected at a Board meeting held immediately following the annual general meeting. When electing the members, the Board of Directors considers all factors relevant to determine whether the members of the Remuneration Committee have a relationship to the Company which is material to the director’s ability to be independent from management when performing its duties. In the Danish Corporate Governance Recommendations, it is recommended that a majority of the members of a any board committee shall qualify as independent. Pursuant to the Danish Corporate Governance Recommendations, two members qualify as independent members and three members qualify as non-independent members, including the chair. This is due to the fact that the Board of Directors wishes to allow for both main shareholder and employee representation in our Board committees while maintaining an operational structure of the committees with relatively few members. The composition of the Remuneration Committee thus does not conform to the Danish Corporate Governance Recommendations.


			Novo Nordisk Form 20-F 2022


ITEM 16H MINE SAFETY DISCLOSURE

Nomination Committee

Under the NYSE Standards listed companies must have a nominating/corporate governance committee composed entirely of independent directors, which requirement does not apply to Novo Nordisk A/S as a controlled company.

Novo Nordisk A/S has established a Nomination Committee and the members of the Nomination Committee are elected at a Board meeting held immediately following the annual general meeting. In the Danish Corporate Governance Recommendations it is recommended that a majority of the members of any board committee shall qualify as independent. Pursuant to the Danish Corporate Governance Recommendations, two members of the Nomination Committee qualify as independent members, including the chair, and two members qualify as non-independent members. This is due to the fact that the Board of Directors wishes to allow for both main shareholder and employee representation in our Board committees while maintaining an operational structure of the committees with relatively few members. The composition of the Nomination Committee thus does not conform to the Danish Corporate Governance Recommendations.

Equity-compensation plans

Under Section 303A.08 of the NYSE Standards, shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with certain limited exceptions. The Remuneration Policy adopted by the annual general meeting describes Board and Executive remuneration. An adjustment of the policy was most recently adopted by the annual general meeting in March 2022 to further clarify and define certain elements in the Remuneration Policy and it applies to Board and Executive remuneration in relation to the calendar year 2022 onwards. All incentive programs offered to the Board and/or Executive Management shall comply with this framework. However, under Danish law, the practice of voting on equity-compensation plans is not contemplated and accordingly, equity compensation plans are only subject to shareholder approval if they result in the issuance of new shares (and not if treasury shares are used).

Code of business conduct and ethics

Under Section 303A.10 of the NYSE Standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Novo Nordisk has a global framework of rules and guidelines, including but not limited to the Novo Nordisk Way and a Business Ethics Code of Conduct, which describe the corporate principles on ethical business conduct. See Item 16B. While certain topics mentioned in the NYSE Listed Company Manual are addressed in this framework of rules and guidelines, others are not specifically addressed.

CEO certification

Under Section 303A.12(a) of the NYSE Standards, each listed company's chief executive officer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE Standards, qualifying the certification to the extent necessary. Novo Nordisk has opted to follow Danish law and regulations which do not contemplate such certifications.

ITEM 16H MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.


			Novo Nordisk Form 20-F 2022


ITEM 17 FINANCIAL STATEMENTS

PART III

ITEM 17 FINANCIAL STATEMENTS

See response to Item 18.

ITEM 18 FINANCIAL STATEMENTS

The financial statements required by this item accompany this annual report in the form of our Annual Report 2022 (see Item 19).

Reconciliation of non-IFRS financial measures

In the Financial statements, 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. The inclusion of non-IFRS measures has been expressly permitted by the Danish Business Authority and thereby exempted from the prohibition in Item 10(e)(1)(ii)(C) of Regulation S-K. However, these non-IFRS financial measures may not be defined and calculated by other companies in the same manner and may thus not be comparable with such measures.

The non-IFRS financial measures presented in our Annual Report 2022 are:

•Sales in constant exchange rates; and

•Operating profit in constant exchange rates.

•Return on invested capital (ROIC);

•Free cash flow;

•Cash to earnings;

Reference is made to the section ‘Non-IFRS financial measures’ on pages 87-88 in our Annual Report 2022.


			Novo Nordisk Form 20-F 2022


ITEM 18 FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Novo Nordisk A/S

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Novo Nordisk A/S and its subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated income statements, statements of comprehensive income, equity statements and cash flow statements for the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the periods ended December 31, 2022 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

As described in the Report of Novo Nordisk Management on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Forma Therapeutics Holdings, Inc., which was acquired on October 14, 2022, and whose total assets represent approximately 0.4% and total net profit represents approximately 0.0% of the consolidated financial statement amounts of the Company as of and for the year ended December 31, 2022. Accordingly, our audit did not include the internal control over financial reporting at Forma Therapeutics Holdings, Inc.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Novo Nordisk Management on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


			Novo Nordisk Form 20-F 2022


ITEM 18 FINANCIAL STATEMENTS

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

US sales rebates – Refer to notes 2.1 and 3.5 to the financial statements

Critical Audit Matter Description

In the United States (US), sales rebates are paid in connection with public healthcare insurance program, namely Medicare and Medicaid, as well as rebates to pharmacy benefit managers and managed healthcare plans. In January 2021, the Group changed its policy in the US related to the 340B Drug Pricing Program, whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk has only recognized revenue related to the 340B Drug Pricing Program to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future. When sales are recognized, Novo Nordisk also records provisions for the expected value of the sales deductions (variable consideration) at the time the related sales are recorded. The provision for sales rebates and discounts amounted to DKK 69,499 million as of December 31, 2022, a significant portion of which related to the US business.

We identified the US sales rebates, including provisions related to the 340B Drug Pricing Program, as a critical audit matter due to the significant measurement uncertainty involved in developing these provisions, as the provisions are based on legal interpretations of applicable laws and regulations, historical claims experience, payer channel mix, current contract prices, unbilled claims, claims submission time lags, and inventory levels in the distribution channel. In addition, significant judgments are involved in determining whether a significant reversal in the amount of cumulative revenue recognized will not occur. This led to significant auditor judgment, effort and subjectivity in applying procedures relating to these provisions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to US sales rebates included the following, among others:

•We evaluated the appropriateness of the Company’s methodology used to develop their sales rebates provisions, including provisions related to the 340B Drug Pricing Program, by involving audit professionals with industry and quantitative analytics experience to assist us in performing our auditing procedures.

•We tested the effectiveness of controls relating to sales rebates, including controls over the assumptions and data used to estimate these rebates.

•We tested rebate claims processed by the Company, including evaluating those claims for consistency with the conditions and terms of the Company’s rebate arrangements.

•We tested the overall reasonableness of the accruals recorded at period end by developing an expectation for comparison to actual recorded balances.

•We evaluated the Company’s ability to estimate sales rebates accurately by considering the historical accuracy of the Company’s estimates in prior year.

/s/ Deloitte Statsautoriseret Revisionspartnerselskab

Copenhagen, Denmark

February 1, 2023

We have served as the Company’s auditor since 2021.


			Novo Nordisk Form 20-F 2022


ITEM 18 FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Novo Nordisk A/S

Opinion on the Financial Statements

We have audited the consolidated income statement, statement of comprehensive income, equity statement and cash flow statement of Novo Nordisk A/S and its subsidiaries (the “Company”) for the year ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2020 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

Hellerup, Denmark

February 3, 2021

We served as the Company's auditor from 1982 to 2021.


			Novo Nordisk Form 20-F 2022


ITEM 19 EXHIBITS

ITEM 19 EXHIBITS

A. ANNUAL REPORT

The following pages from our Annual Report 2022 (see Exhibit 15.1) are incorporated by reference into this Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Form 20-F.


	Page(s) in our Annual Report
Management Discussion and Analysis
Introducing Novo Nordisk		3-9
Strategic Aspirations		10-43
Corporate Governance		21-22
Pipeline overview		30
2022 performance and 2023 outlook		36-40
Shares and capital structure		41-42
Risk management		45-46
Board of Directors		48-50
Executive Management		51

Consolidated Financial Statements
Consolidated Income statement and Statement of comprehensive income for the years ended 31 December 2022, 2021 and 2020		54
Consolidated Cash flow statement for the years ended 31 December 2022, 2021 and 2020		55
Consolidated Balance sheet as of 31 December 2022 and 2021		56
Consolidated Equity statement at 31 December 2022, 2021 and 2020		57
Notes sections in the Consolidated financial statements		58-85
Companies in the Novo Nordisk Group		85

B. REMUNERATION REPORT

The following pages from our Remuneration Report 2022 (see Exhibit 15.4) are incorporated by reference into this Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Form 20-F.


	Page(s) in the Remuneration Report

2.2 Remuneration composition		5-6
2.4 Board and committee fee levels 2022		7
2.5 Board remuneration 2022		7
2.6 Shareholdings by the Board		8
3.1 Remuneration policy		9
3.2 Remuneration composition		9-10
3.4 Executive remuneration in 2022		11-12
3.6 Short-term incentive programme 2022		13-14
3.7 Long-term incentive programme 2021 and 2022		14-15
3.8 Long-term incentive programme 2019 – vested shares		16
3.9 Long-term incentive programs 2020, 2021 and 2022 – unvested shares		16-17
3.10 Shareholdings by Executive Management		18


			Novo Nordisk Form 20-F 2022


ITEM 19 EXHIBITS

C. EXHIBITS

List of exhibits:

Exhibit No.

Description

Method of filing

1.1

Articles of Association of Novo Nordisk A/S

Incorporated by reference to the Registrant’s Report furnished to the SEC on Form 6-K on March 24, 2022.

2.1

Description of the rights of American Depositary Shares registered under Section 12 of the Securities Exchange Act of 1934

Incorporated by reference to the description of the rights of American Depositary Shares included in Exhibit 2.1 to the Registrant's Report on Form 20-F for the year ended December 31, 2019.

2.2

Description of the rights of B Shares registered under Section 12 of the Securities Exchange Act of 1934

Filed together with this Form 20-F 2022.

8.1

Companies in the Novo Nordisk Group

Incorporated by reference to page 85 of the Annual Report 2022, filed as Exhibit 15.1 to this Form 20-F 2022.

12.1

Certification of Lars Fruergaard Jørgensen, president and chief executive officer of Novo Nordisk, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2022

12.2

Certification of Karsten Munk Knudsen, executive vice president and chief financial officer of Novo Nordisk, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2022

13.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2022

15.1

The Registrant's Annual Report for the fiscal year ended December 31,2022.

Filed together with this Form 20-F 2022. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Form 20-F.

15.2

Consent of independent registered public accounting firm.

Filed together with this Form 20-F 2022

15.3

Consent of independent registered public accounting firm.

Filed together with this Form 20-F 2022

15.4

The Registrant's Remuneration Report for the fiscal year ended December 31, 2022.

Incorporated by reference to the portions of the Registrant’s Report furnished to the SEC on Form 6-K on February 1, 2023 identified in Item 19.b of this Form 20-F.

EX-101.SCH

XBRL Taxonomy Extension Schema Document

Filed together with this Form 20-F 2022.

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed together with this Form 20-F. 2022

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed together with this Form 20-F 2022.

EX-101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

Filed together with this Form 20-F 2022.

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed together with this Form 20-F 2022.


			Novo Nordisk Form 20-F 2022


SIGNATURES

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

NOVO NORDISK A/S

/s/ Lars Fruergaard Jørgensen

/s/ Karsten Munk Knudsen

Name:

Lars Fruergaard Jørgensen

Name:

Karsten Munk Knudsen

Title:

President and chief executive officer

Title:

Executive vice president and chief financial officer

Bagsværd, Denmark

Dated: February 1, 2023


			Novo Nordisk Form 20-F 2022

Exhibit 2.2

Description of the rights of B shares registered under Section 12 of the Securities Exchange Act of 1934

A. OFFER AND LISTING DETAILS

Novo Nordisk A/S (the “Company”) is a limited liability company organized under the laws of Denmark and registered with the Danish Business Authority under CVR number 24256790.

The Company has a total share capital of DKK 456,000,000, divided into an A share capital of nominally DKK 107,487,200 and a B share capital of nominally DKK 348,512,800. Each A share of DKK 0.20 carries 200 votes and each B share of DKK 0.20 carries 20 votes at General Meetings of the Company.

The Company’s B shares are listed in Denmark on Nasdaq Copenhagen, and traded under the symbol "NOVO-B" and on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs), traded under the symbol "NVO". Each of the Company’s A shares and B shares has been fully paid up and is registered, in the case of the A shares, on the Company's Register of Shareholders and, in the case of the B shares, by VP Securities, a central securities depositary in Denmark.

The A shares and the B shares have the rights, preferences and restrictions described below in “-Memorandum and Articles of Association.”

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

The following section summarizes certain material provisions of the Company’s Articles of Association, certain other constitutive documents and relevant Danish corporate law. For further information, see Exhibit 1.1 to this Form 20-F for a translation into the English language of the Articles of Association.

General

The Company’s objectives are to carry out research and development and to manufacture and commercialize pharmaceutical, medical and technical products and services as well as any other activity related thereto as determined by its Board of Directors. The Company strives to conduct its activities in a financially, environmentally and socially responsible way. The Company's objectives are set out in Article 2 of its Articles of Association.

Powers of the Board of Directors

All members of the Board of Directors have equal voting rights, and all resolutions are passed by a simple majority of votes. However, in the event of a tie, the Chair shall have the casting vote. The Board of Directors forms a quorum when at least a majority of its members is present.

According to the Danish Companies Act, no member of the Board of Directors or the Executive Management may take part in the consideration of any business involving agreements between any member of the Group and himself, legal actions brought against the individual, or any business involving agreements between any member of the Group and any third party or legal actions brought against any third party, if the individual has a major interest therein that might conflict with the Company’s interests. The Danish Companies Act also includes restrictions on the Company’s ability to grant loans or provide security to any member of the Board of Directors or anyone particularly close to such a member of the Board of Directors. The Company's ability to grant loans or provide security is subject to a number of conditions including shareholder approval or delegation of authorization to the Board of Directors by the General Meeting.

The remuneration of the Board of Directors must be approved by the Company’s shareholders at the Annual General Meeting.

Rights, restrictions and preferences attaching to the shares

If the shareholders at an Annual General Meeting approve a recommendation by the Board of Directors to pay dividends, dividends shall be distributed as follows: a priority dividend of 0.5% to the holders of A shares and then up to a dividend of 5% to the holders of B shares. Any distribution of additional dividends shall be subject to the provision that the holders of A shares shall never receive a total dividend exceeding the percentage rate of the dividend paid to the holders of B shares. A shares take priority for dividends below 0.5%. B shares take priority for dividends between 0.5% and 5%. However, in practice, A shares and B shares receive the same amount of dividends per share of DKK 0.01. Dividends on A shares shall be remitted to the shareholders at the addresses entered in the Company's Register of Shareholders as at the date of the Annual General Meeting. Dividends on B shares shall be paid with fully discharging effect for the Company through a central securities depository and an account-holding bank to shareholders registered by VP Securities at the time of payment.

The Board of Directors has been granted authority to distribute extraordinary dividends. This authority is included in the Articles of Association of the Company. Hence the Board of Directors has been granted authority to pay interim dividends without obtaining specific approval from the Annual General Meeting. Any Board resolution to pay extraordinary dividends must be accompanied by a balance sheet showing that sufficient funds are available for distribution. An authorized auditor must review the balance sheet.

Subject to the preference mechanism described above, the A shares and the B shares rank as equal in the event of a return on capital by the Company. Upon a winding-up, liquidation or otherwise, the B shares rank ahead of the A shares with regard to payment of each share’s nominal amount. All shares rank as equal in respect of further distributions from a winding-up.


			Exhibit 2.2 2022 - Novo Nordisk

Each A share of DKK 0.20 carries 200 votes and each B share of DKK 0.20 carries 20 votes at General Meetings. A shares are non-negotiable instruments whereas B shares are negotiable instruments.

The holders of A shares have a pro-rata right of first refusal with regard to any A shares sold by another shareholder. However, currently all A-shares are owned by Novo Holdings A/S and cannot be divested.

The share capital has been fully paid up and shareholders are not liable to further capital calls by the Company. No shareholder shall be obliged to have his shares redeemed in whole or in part. There is no sinking fund provision in the Articles of Association. There is no provision in the Articles of Association discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares. The members of the Board of Directors do not stand for reelection at staggered intervals and there is no cumulative voting arrangement.

Changes in shareholders’ rights

Changes in the rights of holders of A shares or B shares require an amendment of the Articles of Association. Unless stricter requirements are made under the Danish Companies Act for any such resolution to be passed, (i) at least 2/3 of the total number of votes in the Company shall be represented at the General Meeting, and (ii) at least 2/3 of the votes cast and of the voting share capital shall vote in favor of such a resolution. If the quorum requirement in (i) is not fulfilled, the Board of Directors shall within two weeks convene another General Meeting at which the resolution may be passed irrespective of the number of votes represented.

General Meetings

The Company’s General Meetings shall be held at a venue in the Capital Region of Denmark. Provided that certain conditions are met, as described in the Articles of Association and in the Danish companies act, the Board of Directors is authorized to resolve, when it considers it appropriate, that the General Meeting is held as a partially electronic or a fully electronic General Meeting. The Annual General Meeting shall be held before the end of April in every year. Extraordinary General Meetings shall be held as resolved by the General Meeting or the Board of Directors, or upon the request of the auditors or shareholders representing in total at least 5% of the share capital. The Extraordinary General Meeting shall then be called not later than two weeks after receipt of such request.

General Meetings shall be called by the Board of Directors not earlier than five weeks and not later than three weeks prior to the General Meeting. The notice calling such General Meeting, stating the agenda for the meeting, shall be published on the Company’s website: novonordisk.com (the contents of this website are not incorporated by reference into this Form 20-F). The notice convening the meeting shall also be forwarded in writing (by mail or email at the Company's choice) to all shareholders entered in the Register of Owners who have so requested.

A shareholder’s right to attend and vote at a General Meeting shall be determined by the shares or ADRs which such shareholder owns at the applicable record date. The Danish record date is one week prior to the General Meeting. Any shareholder who is entitled to attend the General Meeting is required to apply for an admission card to such General Meeting no later than three days prior to the date of such General Meeting. ADR holders who wish to attend the General Meeting in Denmark should contact Investor Relations, via e-mail to IRofficer@novonordisk.com.

The shares held by each shareholder at the Danish record date shall be calculated based on the registration of the shareholder’s shares in the Register of Owners as well as any notification received by the Company with respect to registration of shares in the Register of Owners, which have not yet been entered in the Register of Owners.

Ownership restrictions

There are no limitations on the rights of non-resident or foreign owners to hold or vote the shares imposed by the laws of Denmark, the Company’s Articles of Association, or any other of its constituent documents.

Change of control

There is no provision in the Articles of Association, nor any other constituent document, that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries). However, based on the current shareholder structure, the voting rights held by holders of A shares outlined above afford the Novo Nordisk Foundation, acting through its wholly-owned subsidiary Novo Holdings A/S, to have veto power against any change of control.

Ownership disclosure

According to the Danish Capital Markets Act and the Danish Companies Act, shareholders of the Company must notify the Danish Financial Supervisory Authority and the Company of their ownership if they own 5% or more of the voting rights or share capital. Also, shareholders must notify changes in holdings if thresholds of 5%, 10%, 15%, 20%, 25%, 50%, 90% or 100% and 1/3 and 2/3 of the voting rights or share capital are crossed.

Changes in capital

The Company’s Articles of Association do not contain conditions governing changes in the capital more stringent than those contained in the Danish Companies Act.

There are no limitations on the right of non-resident or foreign owners to hold or vote the B shares or the ADRs imposed by the laws of Denmark or the Articles of Association of the Company.


			Exhibit 2.2 2022 - Novo Nordisk

Exhibit 12.1

CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2022

I, Lars Fruergaard Jørgensen, certify that:

1.I have reviewed this annual report on Form 20-F of Novo Nordisk A/S;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: February 1, 2023


/s/ Lars Fruergaard Jørgensen
Lars Fruergaard Jørgensen President and chief executive officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

Exhibit 12.2

CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2022

I, Karsten Munk Knudsen, certify that:

1.I have reviewed this annual report on Form 20-F of Novo Nordisk A/S;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: February 1, 2023


/s/ Karsten Munk Knudsen
Karsten Munk Knudsen Executive vice president and chief financial officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

Exhibit 13.1

CERTIFICATION OF LARS FRUERGAARD JØRGENSEN, CHIEF EXECUTIVE OFFICER OF NOVO NORDISK A/S, AND KARSTEN MUNK KNUDSEN, CHIEF FINANCIAL OFFICER OF NOVO NORDISK A/S, PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Novo Nordisk A/S (the "Company") on Form 20-F for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 1, 2023


/s/ Lars Fruergaard Jørgensen						/s/ Karsten Munk Knudsen
Lars Fruergaard Jørgensen President and chief executive officer						Karsten Munk Knudsen Executive vice president and chief financial officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 6-K

________________________

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

February 1, 2023

_________________________

NOVO NORDISK A/S

(Exact name of Registrant as specified in its charter)

_________________________

Novo Allé

DK-2880 Bagsværd

Denmark

(Adress of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-_______


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			2


PAGE 03-51		PAGE 52-103
Management review		Consolidated statements and additional information
03	Introducing Novo Nordisk
04	Letter from the Chair and the CEO
06	Novo Nordisk at a glance	54	Consolidated financial statements
07	Our value creation	54	Income statement and Statement of comprehensive income
08	Performance highlights
		55	Cash flow statement
10	Strategic Aspirations	56	Balance sheet
11	Purpose and sustainability (ESG)	57	Equity statement
27	Innovation and therapeutic focus	58	Notes to the consolidated financial statements
33	Commercial execution
36	Financials	89	Consolidated ESG statement
		89	Statement of Environmental, Social and Governance (ESG) performance
44	Key risks
45	Risk management	90	Notes to the consolidated ESG statement

47	Management	98	Statements and Auditor's Reports
48	Board of Directors	98	Statement by the Board of Directors and Executive Management
51	Executive Management
		99	Independent Auditor's Report on the Financial Statements

		101	Independent Assurance Report on the ESG statement

		102	Additional information
		102	More information
		103	Product overview


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			3


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information	Novo Nordisk Annual Report 2022	4
LETTER FROM THE CHAIR AND THE CEO

Building on
100 years of purpose-driven growth

Novo Nordisk’s centenary is a major milestone in the evolution of our company and underlines the longevity and value of our distinct purpose.

For the last century, our company has been consistent in its overall mission to drive change to defeat diabetes and other serious chronic diseases. Today, the tools at our disposal are broader and more powerful than they were 100 years ago, when insulin had just been discovered. Yet the need for further innovation to realise our goal has never been greater, not least given the rise of obesity as one of the world’s foremost healthcare challenges.

At a time of societal debate about purpose versus profit, Novo Nordisk shows how the two can go hand-in-hand.
The development of our life-changing treatments creates financial rewards that are reinvested in further research and development, a model that we will continue to apply as we build a sustainable business for the decades to come.

Over the past year, we have seen continued strong growth across both North America and International Operations and therapy areas. This was driven by exceptional demand for our market-leading GLP-1 therapies. In turn, this increase in demand led to further market share expansion for key products in both diabetes and obesity.

At the same time, however, we have experienced pressures and challenges from an increasingly difficult macroeconomic

and geopolitical environment, including the impact of war in Ukraine, rising tensions in global trade and the continuing fallout from COVID-19.

Combined with higher than expected demand, temporary capacity limitations at some of our manufacturing sites have resulted in shortages of certain products, including Wegovy® for obesity and Ozempic® for type 2 diabetes.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information	Novo Nordisk Annual Report 2022	5
LETTER FROM THE CHAIR AND THE CEO

Meeting patient demand is a top priority and we have invested around DKK 12.7 billion in 2022 alone to expand capacity while operating our global manufacturing facilities 24 hours a day, seven days a week. Like many other large companies, we are restructuring our supply chains to increase resilience in a volatile world.

It is clear that economic challenges and the growing burden of chronic, non-communicable diseases will place increasing pressure on healthcare systems in the years ahead, requiring us to remain laser-focused on our purpose and strategy.

Progress on pipeline projects such as our once-weekly insulin icodec and the novel combination drug candidate CagriSema, for both obesity and diabetes, reflects our determination to break new ground. We are also addressing broader areas of unmet medical need by expanding our commitment to rare blood and endocrine disease and researching novel technology platforms.

This will involve continued investment in our company’s deep in-house expertise, coupled with sourcing the best science from outside, through partnerships and business development. The acquisition of Forma Therapeutics in 2022, a specialist in rare blood disorders, is a good example of this targeted approach.

Our teams are also increasingly applying novel technologies to improve the delivery of products, including the use of smart devices and digital tools to guide and optimise therapy.

Innovation is equally central in addressing the environmental and social challenges that rightly feature so highly in modern society’s expectations of businesses. The challenge we face is significant since Novo Nordisk has an unusually high growth

rate for a company of its size, necessitating increased manufacturing and higher product shipments.

However, in 2020, we were able to switch our global production network to sourcing 100% renewable power and we will continue to challenge ourselves in order to achieve net-zero emissions across our entire value chain by 2045. We will also continue to innovate to minimise the use of plastic derived from fossil fuels in our pen devices, whether through recycling or the use of novel materials.

"Globally, we are serving a

record of almost 40 million

patients."

Globally, we are serving a record of almost 40 million patients. However, there are still many people who struggle to access our life-changing products, even though more than 5 million are reached through our access and affordability initiatives. Innovation has a role to play here as well. Our heat-stable insulins, for example, will help to improve access in low- and middle-income countries since they can be kept outside refrigeration for up to four weeks.

Our priority for the next 10 years is to advance scientific understanding and treatment options in our core therapy areas, while diversifying our pipeline into adjacent fields such as cardiovascular disease, non-alcoholic steatohepatitis (NASH) and rare blood disorders. This means looking beyond the success of products based on our leading GLP-1 molecule semaglutide and adopting new technologies.

Innovation itself depends on the creativity of our colleagues, which we will continue to nurture by making Novo Nordisk a truly inclusive and diverse workplace. This will empower employees to use all their capabilities while attracting the best talent to come and work with us.

Diversity is just as important in the boardroom as in our wider organisation, so we will continue to focus on having a Board of Directors with the right expertise and perspective to guide us through a period of rapid change. We are delighted by the election of Christina Law, whose deep experience in leadership positions in consumer-driven companies across Asia and beyond is and will be invaluable.

The collaboration between the Board of Directors and Executive Management continues to be both trusting and transparent. The relationship grew further during a year in which we were able to increasingly meet each other in person and engage with Novo Nordisk colleagues applying themselves tirelessly to delivering tomorrow’s healthcare innovation.

We would like to thank all our colleagues around the world for their dedication and hard work during a challenging year, as well as our shareholders for their continued support.

Helge Lund Lars Fruergaard Jørgensen

Chair of the Board President and CEO

of Directors


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Novo Nordisk
at a glance

Our corporate strategy

Our business is built around our clear purpose: driving

change to defeat diabetes and other serious chronic diseases. Our key contribution is to discover and develop innovative medicines and make them accessible to patients throughout

the world. We aim to strengthen our leadership and treatment options in diabetes and obesity, secure a leading

position within Rare Disease, and establish a strong presence in other serious chronic diseases, such as cardiovascular disease (CVD), non-alcoholic steatohepatitis (NASH), chronic kidney disease (CKD) and Alzheimer’s disease (AD), and provide curative therapies based on our cell therapy platform.

Novo Nordisk is a global healthcare company, headquartered in Denmark. Our key contribution is to discover and develop innovative biological medicines and make them accessible to patients throughout the world.

176,954

55,185

DKK million in net sales

employees worldwide

74,809

DKK million in operating profit

countries with affiliates

57,362

DKK million in free cash flow

countries with R&D facilities


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PERFORMANCE HIGHLIGHTS

Our strategic progress

2022 Highlights

Strategic Aspirations 20251

Purpose and sustainability (ESG)

Progress towards zero environmental impact:

–Carbon emissions from operations and transportation

decreased by 29% compared to 2019

Adding value to society:

–Progress on Defeat Diabetes strategy

–Medical treatment provided to 36.3 million people living with diabetes

–Reaching more than 41,000 children in Changing Diabetes® in Children programme

–Diabetes and haemophilia medications donated to the Ukrainian Ministry of Healthy

–Positive scientific opinion from EMA on human insulin with more flexible storage without refrigeration

Being recognised as a sustainable employer

–Share of women in senior leadership positions has increased to 39% from 36% in 2021

1.Progress towards zero environmental impact

2.Being respected for adding value to society

3.Being recognised as a sustainable employer

Innovation and therapeutic focus

Further raise innovation bar for diabetes treatment:

–Approval of Ozempic® 2.0 mg in the US

–Successful completion of phase 3a trials with once-weekly insulin icodec

–Successful completion of phase 2 trial with CagriSema in people with type 2 diabetes

–Phase 1 trials with Ideal Pump insulin successfully completed

–Phase 1 trial initiated with a once-daily oral GLP-1/GIP agonist and once-weekly oral semaglutide

Develop superior treatment solutions for obesity:

–STEP TEENs phase 3 trial successfully completed

–Phase 3a initiation with CagriSema in people with obesity

–Phase 1 initiation of oral amycretin

Strengthen and progress Rare Disease pipeline:

–Concizumab phase 3 trials completed in people with haemophilia A and B with inhibitors and in people without inhibitors

–Dosing initiated in phase 3a trial with Mim8

–Phase 2 trial initiated with NDec in sickle cell disease

–Acquisition of Forma Therapeutics to expand pipeline in sickle cell disease

Establish presence in other serious chronic diseases:

–Phase 2 trial initiated with NNC6019 in cardiomyopathy

–Phase 1 trials initiated in NASH utilising the siRNA platform

1.Further raise the innovation bar for diabetes treatment

2.Develop a leading portfolio of superior treatment solutions for obesity

3.Strengthen and progress the Rare Disease pipeline

4.Establish presence in other serious chronic diseases focusing on cardiovascular disease (CVD), non-alcoholic steatohepatitis (NASH) and chronic kidney disease (CKD)

Commercial execution

Strengthen diabetes leadership to more than one-third:

–Diabetes value market share increased by 1.8 percentage points to 31.9% (MAT)

More than DKK 25 billion in Obesity sales by 2025:

–Obesity care sales increased by 84% (CER) to DKK 16.9 billion

Secure a sustained growth outlook for Rare Disease:

–Rare Disease sales increased by 1% (CER) to DKK 20.5 billion

1.Strengthen diabetes leadership – aim at global value market share of more than 1/3

2.More than DKK 25 billion in Obesity sales by 2025

3.Secure a sustained growth outlook for Rare Disease

Financials

Deliver solid sales and operating profit growth:

–Sales growth at 16% (CER)

–International Operations sales growth of 13% (CER)

–US sales growth of 19% (CER) with 73% of sales coming from products launched since 2015

–Operating profit growth of 15% (CER)

Drive operational efficiencies:

–Continued productivity gains in Product Supply

Enable attractive capital allocation to shareholders:

–Free cash flow of DKK 57.4 billion

–DKK 49.4 billion returned to shareholders in 2022

1.Deliver solid sales and operating profit growth:

–Deliver 6–10% sales growth in International Operations

–Transform 70% of sales in the US (from 2015 to 2022)

2.Drive operational efficiencies across the value chain to enable investments in future growth assets

3.Deliver free cash flow to enable attractive capital allocation to shareholders

1. 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. Novo Nordisk intends to describe how its activities develop in relation to each of the four dimensions on an ongoing basis.


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PERFORMANCE HIGHLIGHTS
Financial highlights	DKK million	2018		2019		2020		2021		2022		2021-22
	Financial performance											Change
	Net sales	111,831		122,021		126,946		140,800		176,954		26	%
	Sales growth as reported	0.1	%	9.1	%	4.0	%	10.9	%	25.7	%
	Sales growth in constant exchange rates (CER)1	4.6	%	5.6	%	6.7	%	13.8	%	16.4	%
	Operating profit	47,248		52,483		54,126		58,644		74,809		28	%
	Operating profit growth as reported	(3.5	%)	11.1	%	3.1	%	8.3	%	27.6	%
	Operating profit growth in constant exchange rates (CER)1	2.8	%	5.6	%	6.8	%	12.7	%	14.6	%
	Depreciation, amortisation and impairment losses	3,925		5,661		5,753		6,025		7,362
	Net financials	367		(3,930)		(996)		436		(5,747)
	Profit before income taxes	47,615		48,553		53,130		59,080		69,062		17	%
	Effective tax rate2	18.9	%	19.8	%	20.7	%	19.2	%	19.6	%
	Net profit	38,628		38,951		42,138		47,757		55,525		16	%
	Purchase of intangible assets2	2,774		2,299		16,256		1,050		2,607		148	%
	Purchase of property, plant and equipment2	9,636		8,932		5,825		6,335		12,146		92	%
	Cash used for acquisition of businesses	—		—		—		18,283		7,075		(61	%)
	Free cash flow1	32,536		34,451		28,565		29,319		57,362		96	%
	Total assets	110,769		125,612		144,922		194,508		241,257		24	%
	Equity	51,839		57,593		63,325		70,746		83,486		18	%
	Financial ratios
	Gross margin2	84.2	%	83.5	%	83.5	%	83.2	%	83.9	%
	Sales and distribution costs in percentage of sales	26.3	%	26.1	%	25.9	%	26.3	%	26.1	%
	Research and development costs in percentage of sales	13.2	%	11.7	%	12.2	%	12.6	%	13.6	%
	Operating margin2	42.2	%	43.0	%	42.6	%	41.7	%	42.3	%
	Net profit margin2	34.5	%	31.9	%	33.2	%	33.9	%	31.4	%
	Cash to earnings1	84.2	%	88.4	%	67.8	%	61.4	%	103.3	%
	ROIC1	116,7%		98.0	%	82.8	%	69.0	%	73.6	%
	Share performance and capital allocation
	Basic earnings per share/ADR in DKK2	15.96		16.41		18.05		20.79		24.51		18	%
	Diluted earnings per share/ADR in DKK2	15.93		16.38		18.01		20.74		24.44		18	%
	Total number of shares (million), 31 December	2,450		2,400		2,350		2,310		2,280		(1	%)
	Dividend per share in DKK3	8.15		8.35		9.10		10.40		12.40		19	%
	Total dividend (DKK million)3	19,547		19,651		21,066		23,711		27,950		18	%
	Dividend payout ratio2	50.6	%	50.5	%	50.0	%	49.6	%	50.3	%
	Share repurchases (DKK million)	15,567		15,334		16,855		19,447		24,086		24	%
	Closing share price (DKK)	298		387		427		735		938		28	%
	1. See "Non-IFRS financial measures". 2. See "Financial definitions". 3. Total dividend for the year including interim dividend of DKK 4.25 per share, corresponding to DKK 9,613 million, which was paid in August 2022. The remaining DKK 8.15 per share, corresponding to DKK 18,337 million, will be paid subject to approval at the Annual General Meeting.


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PURPOSE AND SUSTAINABILITY (ESG)

Delivering on sustainability

The definition of what it means to be a sustainable business is constantly evolving and at its core is a commitment to add value to society and to our long-term business. This mission is embedded in our business, with environmental, social and financial responsibility having been anchored in our Articles of Association since 2004.

We believe that sustainability is not only the right path to take for the communities we serve and the planet, it is also an essential part of future-proofing our business. We are determined to further accelerate in this area as demands on corporations grow. Our position as a large healthcare company tackling serious chronic diseases places us on the frontline of many of today’s biggest challenges. We recognise the urgent need to both improve access to our medicines and reduce our environmental impact. Our work in areas from the development of heat-stable insulin for use in vulnerable settings to sourcing renewable power and plastic recycling marks significant milestones along these intertwined tracks.


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PURPOSE AND SUSTAINABILITY (ESG)

Double materiality assessment

In 2022, we performed a double materiality assessment aimed at prioritising our key Environmental, Social and Governance (ESG) topics. Double materiality was identified by assessing (1) how our activities impact society and the planet and (2) how society and the planet affect our activities financially.

The overview of “Our key ESG topics” is based on the double materiality assessment. It is meant to inform our ESG reporting in the future and will be updated regularly. Overall, we aim to be respected for adding value to society, progressing towards zero environmental impact, being recognised as a sustainable employer and building trust across the E, S and G dimensions.

Sustainability Advisory Council

In April 2022, we launched our Sustainability Advisory Council, an external group of experts in social and environmental sustainability who provide us with outside-in perspectives on sustainability. The Council challenges us, providing constructive feedback on our current initiatives within sustainability and exploring opportunities for innovation going forward. The composition of the Council is available on our ESG Portal at novonordisk.com.


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			Our environmental responsibility: zero environmental impact

With carbon emissions from fossil fuels continuing to rise, the warnings about global warming are becoming louder. The message from the COP27 meeting in Egypt last year was clear: decisive action is needed now – particularly from the private sector – if we are to turn the tide on climate change.

As a sustainable business, it is our responsibility to reduce our carbon emissions as swiftly as possible, meeting our target of reaching net-zero emissions by 2045. More near-term, we have pledged to reach zero emissions from our operations and transportation by 2030. As we have reduced Scope 1 and 2 CO2 emissions by 43% since 2019, 96% of our emissions are Scope 3, meaning they are not in our direct control, but rather include in particular the consequences of goods and services procured from our 60,000+ suppliers.

This year, we are introducing reporting of our full Scope 3 emissions, building on last year’s disclosure that was limited to business flights and product distribution. The calculation of Scope 3 emissions was substantially based on estimations and therefore inherently uncertain.

Road towards net-zero emissions

There are inherent challenges in reducing emissions at a time when demand for our life-changing medicines is growing rapidly, resulting in increased manufacturing and more product shipments. Nonetheless, by switching our global production network to sourcing 100% renewable power and by leveraging biogas in two of our production sites, we have managed to decrease production-related Scope 1 and 2 CO2 emissions by 8% (equal to around 3,000 tonnes) in the past year, and by 58% (equal to around 50,000 tonnes) compared to the pre-pandemic levels of 2019. However, CO2 emissions from operations and transportation were higher in 2022 than in 2021, partly reflecting the impact of COVID-19 on 2021 activities (in 2022, CO2 emissions from operations and transportation decreased by 29% compared to 2019), but especially due to increased emissions from transportation, as supply chain constraints have forced us to increase our use of airfreight to ensure timely delivery of our medicines to patients globally. Due to our extensive supply chain, we have a target for all our 60,000+ suppliers, to be reached by 2030, to source 100% renewable power when supplying us. Already more than 500 of our key suppliers have committed to source renewable power, which has resulted in a saving of more than 30,000 tonnes of CO2 since 2019 (equal to 1% of our emissions in 2022).

Partnerships will be an essential part of addressing the supply chain challenge. In 2022, we made alliances with Kuehne+Nagel and SkyNRG for Sustainable Aviation Fuel that will reduce our emissions from air transport significantly. The collaboration with SkyNRG, for example, will enable us to cut CO2 emissions from airfreight by around 19,000 tonnes every year (equal to 1% of our emissions in 2022), starting in 2027.



Decarbonising health systems through public-private partnerships
A promising partnership addressing supply chain challenges and overall decarbonisation of healthcare is the Sustainable Markets Initiative – Health Systems Taskforce. This public-private partnership brings together CEOs from leading organisations in the pharmaceutical sector, such as AstraZeneca, GSK, Merck KGaA, Roche, Sanofi, as well as the World Health Organization (WHO), UNICEF, NHS England and leading health research institutions. While initiated by HRH King Charles III in the UK, the partnership is global in scope. By agreeing on a set of concrete commitments and initiatives, launched ahead of COP27, the group seeks to harness its collective influence to urgently address the need to make the healthcare sector more sustainable. This entails overall efforts towards decarbonisation, but also for prevention of disease onset and efficient delivery of care.


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At the same time, as part of our target to reach zero emissions from our operations and transportation by 2030, we plan to shift our production sites towards biogas, derived from organic waste. We also aim to transition to 100% electric company cars by 2030. In both cases there are supply challenges. Biogas production is still in a growth phase, although major expansion is expected in the coming years, while the availability of electric vehicles and charging infrastructure remains limited in many countries.

Stepping up to the plastic challenge

Another priority in creating a business with zero environmental impact is minimising the use of plastic derived from fossil fuels. We produced more than 750 million pre-filled plastic pen devices in 2022, equal to approximately 13,000 tonnes of plastic, a figure that is set to grow as demand for our medicines increases. We are tackling the challenge through a series of parallel programmes, including efforts to reduce the amount of plastic we use by gradually shifting towards durable rather than pre-filled devices. We are also working to shift to non-fossil fuel plastics, for example by harnessing waste carbon and hydrogen from energy supply processes, including the use of carbon capture.

Additionally, we have ramped up initiatives to stop our pen devices, classified as medical waste, from going into landfills. A take-back initiative in Denmark that reuses the plastic in these devices has now been expanded to a full-scale national solution, while new recycling pilots have been launched in the UK, France and Brazil.


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			Our social responsibility: being respected for adding value to society

Our purpose to defeat diabetes and other serious chronic diseases relies not only on innovation but also on ensuring that the right treatments reach patients in need. As such, we are committed to playing an active role in alleviating barriers to access, wherever they occur. Our ambition is to provide access to affordable care to vulnerable patients in every country. Through a combination of strategic initiatives and partnerships, we aim to help people access the care they need, no matter where they live.

Improving access to life-changing care
in low and middle-income countries

The number of people with diabetes treated with our products now stands at 36.3 million, an increase of more than 1.7 million from 2021, and close to 5.5 million of these were reached via our access and affordability initiatives. We remain dedicated to our Access to Insulin Commitment, which sets a ceiling price of USD 3 per human insulin vial to governments in 76 countries, as part of our supply prioritisation. An estimated 1.8 million patients accessed care under this commitment in 2022. Please refer to note 8.1 on Patients reached with Novo Nordisk's Diabetes care products.

In 2022, we also continued our efforts to identify vulnerable patients and provide them with access to healthcare and affordable insulin in countries where we operate. We have completed various vulnerability assessments, resulting in 25 plans being implemented across the Asia-Pacific (APAC), Southern and Eastern Europe, Middle East and Africa

(SEEMEA) and Latin America (LATAM) regions to benefit vulnerable groups.

Working together with local health authorities, partners and civil society is a cornerstone of our approach to access, as exemplified by the Changing Diabetes® in Children partnership. This programme has now reached 41,033 children with type 1 diabetes in low-resource countries, an increase of almost 29% compared to last year, putting it on track to reach its goal of 100,000 children by 2030.

We challenge ourselves to pioneer innovative approaches and processes, such as exploring the thermostability

platform as an opportunity to support access for vulnerable people living with diabetes. In April 2022, we obtained a positive European Medicines Agency (EMA) scientific opinion supporting the storage of our human insulins, Actrapid® and Insulatard®, outside refrigeration for up to four weeks, if kept below 30°C. The products have additionally received the WHO prequalification, which enables simpler order purchases by United Nations (UN) procurement agencies and other international organisations. Our two products are the first human insulin products to ever obtain this prequalification. The challenge of providing access to affordable insulin is vast and rising to it requires long-term, multi-sector collaboration. We will continue to collaborate


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with partners to address the key issues set out by the WHO in 2021. These include regulatory challenges, device affordability and healthcare capacity building.

Improving access and affordability in the United States

Ensuring access to affordable healthcare is not only a challenge in low- and middle-income countries. Some patients in the US also struggle to pay for treatments, including insulin, and we have a range of initiatives to help them. By limiting list price increases, securing broad formulary coverage and supporting affordability programs for patients, we aspire to make our medicines more accessible and affordable, especially for those that are

un-insured or under-insured.

In 2022, we provided DKK 261 billion in discounts and rebates, amounting to 75% of US gross sales (in line with 2021), to secure formulary coverage for insured patients. Investing in formulary coverage leads to reasonable copays for many patients. But for some, the benefits fall short and for those that are un-insured or under-insured we continue to provide a broad suite of affordability offerings, having helped more than one million patients afford their medications in 2022.

As each patient’s affordability needs are different, we have invested in enhancements to Novocare.com making it a comprehensive and easy to use resource for patient access and affordability support. NovoCare® helps support one patient every ten seconds.


Access and affordability initiatives in the United States My$99Insulin: 30-day supply of a combination of our insulin products (up to three vials or two packs of pens) for USD 99 for eligible patients. Unbranded Biologics: Unbranded versions of fast-acting (NovoLog®), premix (NovoLog® Mix) and long-acting (Tresiba®) insulins are available from Novo Nordisk Pharma, Inc. (NNPI), at considerable list price discounts versus branded versions. Human insulin: Available for about USD 25 per vial at national pharmacies, including Walmart and CVS. Over 752,000 people in the US continue to obtain our human insulin through these retailers. Patient Assistance Program: Offers free diabetes medication to people in need who meet certain eligibility criteria, including annual household income at or below 400% of the government-defined poverty level. Almost 63,000 people in the US received free insulin from this program in 2022. This was expanded during the pandemic to offer 90-day free insulin to those impacted by job loss due to COVID-19. Immediate Supply Program: A free, one-time, immediate supply of our insulin (up to three vials or two packs of pens) to eligible patients who may be at risk of rationing. Copay Savings Cards: Defray high out-of-pocket costs for commercially insured patients. In 2022, we provided around DKK 640 million in copay assistance for insulin to patients.


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Responding to humanitarian needs

In Europe, the war in Ukraine has brought genuine hardship to people living with serious chronic conditions and we have responded with product donations, while striving to maintain broad supply of our medicines. We have donated diabetes and haemophilia medications to the Ukrainian Ministry of Health, and together with humanitarian organisations, we continue to monitor the situation to be able to provide further support.

As part of our humanitarian programme, we have also continued to supply insulins and glucagon kits to humanitarian organisations in other parts of the world, reaching more than 210,000 people. Our partnership with the Red Cross, Partnering for Change, has reached its implementation phase in Lebanon, where our partners are integrating models for chronic care into their local activities. In addition, we established the Senselet partnership in Ethiopia, facilitating healthcare supply chain management.

Strengthening our prevention efforts

A further crucial pillar in our strategy to defeat diabetes and other serious chronic diseases is prevention, which is urgently needed given the growing burden of obesity and type 2 diabetes across all continents. Our long-standing Cities Changing Diabetes programme continues to work with local partners in 45 cities across the globe on ways to prevent and control diabetes and obesity. But we are also casting the net wider with new initiatives, such as an ambitious global partnership with UNICEF to prevent childhood overweight and obesity.

In OECD countries, less than 3% of healthcare budgets is dedicated to disease prevention. This provides evidence that new funding for disease prevention must be identified. Over the past two years, the Cities Changing Diabetes partnership has supported efforts to develop investment cases for

prevention of disease. As an example, a third-party investor could dispose an upfront payment for the expansion of services, and if the agreed targets will be met, the city will save future costs, of which the investor would receive a share.

The first social impact bond in health in Denmark was issued by the city of Aarhus, with the aim of delivering an intensive prevention programme to 450 citizens living with type 2 diabetes and at high risk of developing severe complications. This solution is anchored in a partnership between Novo Nordisk, local general practitioners, the Steno Diabetes Center Aarhus and the relevant city administration departments. The initiative is based on implementing a mix of individual, family and community modules over 12 months, with two years of follow-up. The reduction of blood sugar (HbA1c) will be used as an indicator for the three-year payment and the first measurements will be available later in 2023.

A diverse and inclusive workplace

Being a sustainable employer offering an inclusive and diverse working environment is an integrated part of being a sustainable business. In 2022, we were recognised as the best place to work at globally by "Best Places to Work".

We fundamentally believe that diversity of people and inclusive leadership drive value for Novo Nordisk by increasing innovation, enabling a diverse line of thought and providing all employees with equitable opportunities to realise their potential.



Cities Changing Diabetes and C40 Cities collaborate on urban development
Since 2015, we have been partnering with the climate organisation C40 Cities, with the purpose of testing and advocating for how cities can achieve increased climate and health benefits through urban investments. In 2019, this research-based partnership applied its learnings to the development of a walking and cycling benefits Excel-based tool that enables users to estimate the health, climate and economic benefits of urban investments aimed at shifting people’s mode of transport from inactive to active. Since then, more than 20 cities have used it. Building on this initiative, we are expanding the tool to improve its usability across new city-planning methods. These include the 15-minute city interventions, a recent concept that cities are applying to increase proximity and thus decrease emissions through less transport. We continue to facilitate the integration of health in cities’ climate work through our Cities Changing Diabetes network and drive change for a healthier and more sustainable society.


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Our aspirational targets

To underline our commitment to diversity and inclusion, accelerate progress and ensure leadership accountability, we launched three global aspirational targets in 2021:

–Create an inclusive culture where all employees have a sense of belonging and equitable opportunities to realise their potential.

–Achieve a balanced gender representation across all managerial levels.

–Achieve a minimum of 45% women and a minimum of 45% men in senior leadership positions by the end of 2025.

3. Excluding some populations and locations due to local regulations such as in the US, where a local process is in place. 4. "Equal Pay gap" is defined as the employee's pay being significantly above or below the expected pay given the employee's job level, tenure, job family and other parameters.

We define balance as the range between 45%-55% to leave up to 10% flexibility for women and men while also allowing for non-binary gender, recognising that some employees may not wish to be categorised.

Gender is only one dimension of diversity and we fully recognise that diversity is any dimension that differentiates our people and enables a diverse line of thought – for example ethnicity, race, age, nationality, disability status or sexual orientation. Due to legal constraints we currently do not have consistent global measures on all the aspects of diversity.


Women in leadership (%)
	2018	2019	2020	2021	2022
EVP/SVP	13	18	24	28	29
CVP	31	33	37	39	40
VP	35	35	36	36	40
Senior leadership	32	33	35	36	39
Director	41	43	41	44	44
Manager	40	40	42	43	45
All leaders	40	40	41	43	44

At the end of 2022, 44% of all leaders were women, and 39% of leaders in senior leadership positions were women compared to 43% and 36%, respectively, at the end of 2021.

Our aspirations in action

To mitigate bias we are continuously reviewing our processes and policies throughout the employee life cycle.

To increase recruitment of diverse profiles, we ensure a diverse slate of candidates and diverse recruitment panels in hiring processes. At the end of 2022, 49% of all new leaders

were women, and 45% of all new senior leaders were women, compared to 48% and 50%, respectively, at the end of 2021. In addition, we are ensuring a strong pipeline of diverse talent and inclusive leaders via succession management and talent programs.

To mitigate bias in pay processes and decisions, we conduct yearly equal pay reviews and take actions in case of any identified pay gaps. Out of the more than 43,000 positions3 covered in the pay review in 2022, we identified 0.6% with an equal pay gap4 and we are taking corrective action.

We are continuously challenging the customary ways of working and in early 2022, we launched a new global parental leave policy offering a minimum of eight weeks paid leave within the first year of becoming a parent to all non-birthing parents globally, regardless of gender. Our ambition is that recognition of the non-birthing parents' right to leave will result in greater inclusion and equality for parents – both at work and at home.

Our leaders are held accountable

We expect all our leaders to embrace their role as inclusive leaders by being committed to building diverse teams of complementary strengths, valuing diverse skills, experiences and perspectives and creating a psychologically safe space in which all employees feel free to speak up.

To measure the state of inclusion at Novo Nordisk, we have introduced our global “Inclusion Index” as part of our annual employee engagement survey. Of the more than 39,000 employees who completed the survey in 2022, 82% rated the inclusion statements favourable, compared to 78% in 2021.


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PURPOSE AND SUSTAINABILITY (ESG) / SOCIAL

We recognise that there is no one-size-fits-all approach and that diversity and inclusion challenges and opportunities vary depending on the local context and the societies that we serve. To ensure that we consider the local context, drive impact at all levels and hold our leaders accountable for driving progress, all our senior leaders across the company have been asked to define local diversity and inclusion aspirations and associated action plans.

Finally, progress on diversity and inclusion has been anchored in both short-term and long-term incentive programmes and we follow up and track developments on a regular basis.

Statutory gender reporting under Danish law

Listed companies are required to set a target for the share of the underrepresented gender on the Board of Directors.

As of 1 January 2023, listed companies are also required to set a target as well as a policy for the share of the underrepresented gender in upper management.5


Status and targets for the share of the underrepresented gender in Novo Nordisk A/S (2022)6
	Total / share of the underrepresented gender in %	Target for the share of the underrepresented gender / target date
Board of Directors7	9 / 33%	Not required
Upper management8	19 / 38%	Min. 45% / 2025

5. Cf. the Danish Companies Act, section 139 (c). 6. Cf. the Danish Financial Statements Act. section 99(b). 7. Shareholder-elected Board members of Novo Nordisk A/S. 8. The upper management of Novo Nordisk A/S includes the chief executive officer and executive vice presidents employed by Novo Nordisk A/S as well as their direct reports, also employed by Novo Nordisk A/S, with leadership responsibility. 9. Cf. the Danish Companies Act, section 139(c)(1)(1).

As of 31 December 2022, the Board of Directors is regarded as having equal gender representation and is therefore not legally required to set a gender target for the Board.9 One of the most significant activities in 2022 to obtain equal gender representation was the election of a female Board member at the Annual General Meeting. As diversity remains important for the Board, it has maintained a voluntary 2024 target of having at least three shareholder-elected Board members who are men and three who are women.

We have adopted a diversity and inclusion policy to increase the share of the underrepresented gender in upper management. The policy's most significant activities aimed at reaching the gender target are described on page 18. In 2022, the share of women in upper management at Novo Nordisk A/S was 38%, so we have not yet achieved the target level of 45% women in upper management. The target is ambitious, however progress has been made in 2022 compared to 2021 and we still believe the target will be reached by 2025.

Sustainable tax approach

Our overall guiding principle within taxation is to have a sustainable tax approach, emphasising our business-anchored approach to managing the impact of taxes while remaining true to the Novo Nordisk values of operating our business in a responsible and transparent manner. Our legal structures are based on business-anchored considerations and substance.

Consequently, we pay tax where value is generated and always respect international and domestic tax rules. As a global business, we conduct cross-border trading, which is subject to transfer pricing regulations. We apply a "Principal structure"


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in line with OECD principles, meaning all legal entities, except for the principals, perform their functions under contract on behalf of the principals. As a result, entities contracted by the principals are being allocated an activity-based profit according to a benchmarked profit margin. The tax outcome of this operational model is reflected in the overview on the right, which shows our corporate income taxes by region.

To ensure alignment between tax authorities regarding the allocation of profit between our entities, we have Advance

Pricing Agreements and similar tax rulings in place for geographies representing around 65% of our revenue worldwide.

Our tax policy has been approved by the Board of Directors. Read more about this at novonordisk.com.

In addition to corporate income taxes, we also pay other taxes. Please refer to note 8.7 on Total tax contribution for further information.

Respect for human rights

We are committed to respecting human rights as per the UN Guiding Principles on Business and Human Rights (please refer to the Governance section on page 21 and our ESG Portal at novonordisk.com). In 2022, the Corporate Human Rights Benchmark assessed Novo Nordisk. While it rated us number one among the 30 largest companies in Denmark, we recognise our responsibility to continuously improve the quality and effectiveness of our human rights due diligence across our operations and business relationships. Our new global parental leave policy (page 18) is only one example of how we implement our human rights commitment, particularly in this case regarding employees' rights, as defined in our Human Rights Report (please refer to our ESG Portal at novonordisk.com).


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			Our governance responsibility: maintaining and building trust

At Novo Nordisk, we categorise governance into three dimensions. The first dimension is Corporate Governance which covers our governance and ownership structure. Governing Processes, the second dimension, refers to how we run our business. Sustainability Standards, which is about how we oversee and prioritise our sustainability and ESG agenda, is the third dimension.

Corporate Governance

Governance structure

The shareholders of Novo Nordisk exercise their rights at the Annual General Meeting, which is the supreme governing body of the company. The general meeting inter alia adopts the company’s Articles of Association, approves the Annual Report and elects the Board of Directors.

Any shareholder has the right to raise questions at general meetings. 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 Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management. The governance structure and rules of Novo Nordisk are further described in our Articles of Association and our Corporate Governance Report, both of which are available at novonordisk.com.

Foundation ownership

Novo Holdings A/S, a Danish company wholly owned by the Novo Nordisk Foundation, holds the majority of votes at general meetings.

The combination of foundation ownership and stock listing enables Novo Nordisk to embark on long-term sustainable strategies while maintaining short-term transparency on performance. Our foundation ownership supports the overarching imperative to be both commercially successful and responsive to the wider needs of society.

The objective of the Novo Nordisk Foundation is to provide a stable basis for the commercial and research activities of Novo Nordisk, Novozymes and other companies, as well as to support scientific, humanitarian and social purposes. Please refer to the illustration on this page, focused on how we create value for society in conjunction with the Novo Nordisk Foundation. For more information about the ownership structure of Novo Nordisk, see page 41.

Corporate Governance reporting

Novo Nordisk reports in accordance with the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen as well as the Corporate Governance Standards of the New York Stock Exchange applicable to foreign private issuers. In 2022, Novo Nordisk complied with the Danish Corporate Governance Recommendations as we either complied with or explained our approach to the recommendations. You can find further information about our corporate governance practices in our 2022 Corporate Governance Report, in accordance with section 107b of the Danish Financial Statements Act, available at:

www.novonordisk.com/about/corporate-governance.html

Novo Nordisk has prepared a separate Remuneration Report describing the remuneration awarded or due during 2022 to the Board of Directors and Executives registered with the Danish Business Authority. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.

The Remuneration Policy and the Remuneration Report are available at: www.novonordisk.com/about/corporate-governance.html


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Reporting on diversity is included in the social responsibility section on pages 18 and 19, in note 8.5 on Gender diversity, and for the Board of Directors, also in the Corporate Governance Report. Novo Nordisk’s diversity policy is

available at www.novonordisk.com/sustainable-business/esg-portal/principles-positions-and-policies/diversity-inclusion-policy.html

Disclosure regarding change of control provisions

The EU Takeover Bids Directive,10 as partially implemented by the Danish Financial Statements Act, requires listed companies to disclose information that may be of interest to the market and potential take-over bidders, in particular in relation to disclosure of change-of-control provisions in material contracts.

It is disclosed that Novo Nordisk does not have any material contracts that take effect, alter or terminate upon a change of control of Novo Nordisk following implementation of a takeover bid.

In relation to the registered management of Novo Nordisk A/S, the current employment contracts allow for severance payments of up to 24 months' fixed base salary plus pension contributions in the event of a merger, acquisition or takeover of Novo Nordisk.

Governing Processes

Novo Nordisk Way

The Novo Nordisk Way is a set of guiding principles, which underpin every decision we make. We use a unique, systematic approach known as facilitation to ensure that

10. Directive 2004/25/EC.

everyone lives up to the Novo Nordisk Way. In 2022, 36 facilitations and nine special assignments were completed.

Any issues are addressed locally and a consolidated report is shared with the Board of Directors and Executive Management.

In 2022, 5 units were found not to be operating in full accordance with the Novo Nordisk Way, a similar number to 2021. In most cases the root causes related to leadership competencies, style and behaviours not living up to the Novo Nordisk Way. Key improvement opportunities were primarily linked to Essentials 2 and 5: a) leadership team’s ability to manage a larger and more complex organisation, b) lead units with a cohesive vision that is clearly communicated and understood and c) successfully implement organisational change.

Company reputation

The Novo Nordisk reputation score among key stakeholders (i.e., the informed general public, people with diabetes, people with obesity, healthcare professionals and diabetes specialists) is an indicator of the extent to which we live up to societies' expectations.

We achieved a reputation score of 82.3 points in 2022, measured on a scale of 0-100. In line with 2021, we continue to enjoy a better reputation than our peers, underpinned by the quality of our products and services' perceptions, which are the most important reputational drivers.

Business ethics

Our approach to business ethics is acting with integrity and in compliance with the Novo Nordisk Way, our Business Ethics Code of Conduct and international and local


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standards for responsible business conduct. Business ethics covers anti-fraud, anti-bribery, anti off-label promotion, transparency in dealing with healthcare professionals and healthcare organisations, the protection of personal data, as well as respect for human rights with the aim of minimising any potential risks to our patients, business, people and stakeholders.

Annual training in business ethics is mandatory for all employees, including all new hires. In 2022, 99% of employees completed and documented their training, with the remaining 1% missing mainly due to employees being on leave. In 2022, 35 business ethics reviews were completed with 98 findings, compared to 37 reviews with 129 findings in 2021. Consolidated findings are reported to Executive Management and the Audit Committee.

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 2022.

We have implemented a set of data and artificial intelligence ethics principles in our Global Ethics and Compliance Framework. These principles define Novo Nordisk’s ethical data management across the Group and aim to promote a sound and ethical data culture within Novo Nordisk and in all business partner relationships. Ethical data management includes transparency and accountability for decisions and processes involving the use of data.

Product quality and supplier audits

At the end of 2021, the contract manufacturer filling syringes for Wegovy® failed an FDA inspection causing disruption in the supply of Wegovy® in 2022.

After implementing initiatives to improve the compliance level at the contract manufacturer site, the production of Wegovy® was resumed. In 2022, 150 inspections were conducted, compared to 97 in 2021. At year-end, 113 inspections were passed and 37 were unresolved, as final inspection reports had not been received or the final authority's acceptance was pending. Follow-up on unresolved inspections will continue in 2023. Please see note 9.4 on Failed inspections for further information.

In 2022, a total of 294 supplier audits were conducted to assess compliance levels with our supplier standards.

In 2022, we had 3 product recalls from the market. Please see note 9.3 on Product recalls for further information.

Financial and ESG assurance

We are committed to ensuring the accuracy of our financial and ESG reporting. Our financial reporting and the internal controls of financial reporting processes are audited according to the Sarbanes-Oxley Act 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 reporting in the Annual Report. The assurance provider reviews whether the consolidated ESG statement is accurately presented.

Our internal audit function provides independent and objective assurance, primarily within internal control of financial processes, IT security and business ethics. As of 2022, our internal audit function also provides assurance within internal control of ESG reporting. As part of our ESG responsibility, the Audit Committee also oversees our ESG reporting. We thereby ensure that our ESG reporting is subject to the same robust governance that applies to our

financial reporting. To ensure that the internal audit function operates independently of Executive Management, its charter, audit plan and budget are approved by the Audit Committee. The Audit Committee must approve the appointment, remuneration and dismissal of the head of the internal audit function.

Integrated reporting approach

Sustainability frameworks and performance

We report on our ESG performance in accordance with relevant disclosure frameworks, including those of the Carbon Disclosure Project (CDP) and the Value Reporting Foundation (VRF) / Sustainability Accounting Standards Board (SASB), now part of the International Financial Reporting Standards (IFRS) Foundation. This year, we augmented our disclosures regarding the average list and net price of our US product portfolio and US insulin portfolio by incorporating them into our ESG statement (please refer to note 8.6 on US pricing).

We continue working on implementing recommendations from the Taskforce on Climate-related Financial Disclosures (TCFD), taking a stepwise approach to incorporating material climate-related risk-assessments into our governance, strategy and execution on climate and environmentally related initiatives. As recommended, we work to identify, assess and mitigate short-, medium- and long-term climate-related risks within our operations and supply chain, such as flooding, storm surges, earthquakes, tornadoes and wildfires that could disrupt production. Annually, we map risk levels from lowest to highest risk. Based on the assigned risk level, mitigation plans are implemented at production site level.


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In addition to the TCFD, we have been working with the Science Based Targets initiative (SBTi) for a number of years, where our CO2 emissions reduction targets for 2030 are validated in line with the target of limiting global warming to 1.5°C.

We disclose our climate and water performance based on the CDP annually, in the areas of governance, risks and opportunities, strategy and impact. This enables us to monitor our progress regarding environmental stewardship.

We will publish further information on our adherence to selected frameworks on our ESG Portal at novonordisk.com on an ongoing basis. Please also refer to the consolidated ESG statement and to novonordisk.com for more information on our sustainability governance.

Remuneration

As described in the Remuneration Report, executive

remuneration is linked to performance on financials as well

as non-financials (e.g., innovation, sustainability).


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Raters and rankers performance

MSCI: MSCI’s ESG Rating is designed to measure a company’s resilience to long-term, industry-material ESG risks. Novo Nordisk maintained an AAA leadership ESG rating in line with the past five years.

Sustainalytics: Sustainalytics' ESG Risk Ratings score the ESG performance of more than 12,000 companies from “negligible” to “severe”. Novo Nordisk ranked 132 out of 1,008 companies in the "Pharmaceuticals" industry group with a medium ESG risk.

CDP: CDP scores companies from “D-“ to “A”. In 2022, Novo Nordisk maintained an “A” leadership ranking in CDP Climate and improved from a “B” to an “A-” leadership ranking in CDP Water.

ATMI: The ATMI evaluates 20 of the world’s largest pharmaceutical companies in areas where they have the biggest potential and responsibility to effectuate change. Novo Nordisk ranked 11th, with the strongest performance in the governance of access area, where a score of 4.43 out of 5 was achieved.

S&P CSA: S&P Global’s CSA drives corporate sustainability disclosures. At the end of 2022, Novo Nordisk ranked in the 87th percentile within its pharma peer group with a score of 58 (out of 100). The average score among our peer group was 29.


			We strive to follow and adhere to international standards, recommendations and commitments including:
			Standards –Value Reporting Foundation / Sustainability Accounting Standards Board (now part of the International Financial Reporting Standards Foundation) –Taskforce on Climate-related Financial Disclosures –Science Based Targets initiative –World Economic Forum's "Core" Stakeholder Capitalism Metrics –World Economic Forum’s Good Work Framework
			Recommendations and commitments –UN Global Compact Ten Principles –UN Guiding Principles on Business and Human Rights –UN Political Declaration on Universal Health Coverage –UN Sustainable Development Goals –OECD Guidelines for Multinational Enterprises on Responsible Business Conduct –Danish Corporate Governance Recommendations


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EU Taxonomy

The EU Taxonomy11 is a European sustainability classification framework. It enables corporates to communicate to investors which of their business activities have the potential to be considered sustainable (i.e., are “Taxonomy-eligible”) or can in fact be considered sustainable (i.e., are “Taxonomy-aligned”). For each relevant business activity, the corporate has to disclose how much of its Turnover, Operating Expenditures (OpEx) and Capital Expenditures (CapEx) can be considered eligible and aligned, respectively.

The EU Taxonomy’s currently published environmental

objectives on climate change mitigation and climate change

adaption do not directly apply to the pharmaceutical

sector. However, we reviewed the relevant activities and

assessed their applicability to our core business. Because

of the nature of our business activities, we do not have any

Taxonomy-eligible Turnover. Regarding OpEx, we apply the

exemption and report this at zero. However, we can report


EU Taxonomy eligibility and alignment
Economic activity	Total (DKK million)	Eligible (DKK million)	Eligible (%)		Aligned (DKK million)	Aligned (%)
Turnover	176.954	0	0		0	0
OpEx	23.348	0	0		0	0
CapEx	23.961	3.173	13	%	0	0
Hereof 7.1 Construction of new buildings		1.166	5%		0	0
Hereof 7.2 Renovation of existing buildings		2.007	8%		0	0

11. Regulation (EU) 2020/852.

13% Taxonomy-eligible CapEx for two economic activities.

Given the ambiguity around evidencing Taxonomy alignment and lack of required information to confirm adherence with technical screening criteria, we do not have any Taxonomy alignment to disclose this year.

Eligibility and alignment

We followed a two-step process to arrive at our present

Taxonomy disclosures. Firstly, we screened the Taxonomy rules to create a list of economic activities that could potentially be eligible. The description of each economic activity was assessed against how we perform the economic activity. Then, after applying materiality considerations, we decided to report Taxonomy-eligible CapEx for economic activities 7.1 and 7.2, i.e., regarding the construction of new buildings and the renovation of existing buildings, respectively. Secondly, we evaluated whether we could classify any of our Taxonomy-eligible CapEx as Taxonomy-aligned.

Accounting policies

CapEx:

Total CapEx consists of additions to fixed assets (including

Financial lease) and intangible assets. Additions resulting

from business combinations are also included. Goodwill is not included in CapEx because it is not defined as an intangible asset in accordance with IAS 38. The CapEx KPI is defined as Taxonomy-eligible CapEx (numerator) divided by total CapEx (denominator).

OpEx:

OpEx consists of direct non-capitalised costs that relate

to research and development, building renovation, short-term lease, maintenance and repair and any other direct

expenditures relating to the day-to-day servicing of property, plant and equipment assets. The OpEx KPI is defined as Taxonomy-eligible OpEx (numerator) divided by total OpEx (denominator).

Double counting:

None of our activities contribute to multiple objectives.

For the CapEx and OpEx allocations, we have identified the

relevant purchases and measures as well as the primary

related economic activity in the Climate Delegated Act.

Thereby, we ensure that no CapEx or OpEx is double-counted. We are adjusting the R&D cost for amortisations in order not to double count these costs, as the amortisation would also have been part of CapEx in prior years.

Disaggregation of KPIs:

Our identified economic activities do not require disaggregation of KPIs.

Contextual information about the CapEx KPI:

Our Taxonomy-eligible CapEx pertaining to the construction

of new buildings and the renovation of existing buildings

mainly relates to the expansion of production capacity by

either building new facilities or improving existing facilities

to expand yield.

Looking ahead

We will keep focusing on the requirements of the evolving EU Taxonomy as we expect future rules to also apply to our sector directly.


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INNOVATION AND THERAPEUTIC FOCUS

A pipeline
of far-reaching innovation

As the burden of serious chronic diseases continues to rise, the need for better treatments remains urgent – and we are expanding our pipeline to meet this challenge. Thanks to the expertise of our in-house scientists and a growing network of external partners, we now have a wide range of opportunities to deliver disruptive innovation across multiple diseases.

As we enter our 100th year, innovation remains our key contribution towards easing the human, social and economic suffering and burden caused by serious chronic diseases. It is also driving our evolution from a diabetes focused company to one with a broader remit encompassing other serious chronic conditions, such as obesity, cardiovascular disease (CVD), non-alcoholic steatohepatitis (NASH), chronic kidney disease (CKD) and rare diseases.

Importantly, our reputation for pursuing high levels of innovation means we are increasingly recognised as a partner of choice for academic groups, biotech firms and technology companies.


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Over the past year, we have stepped up our partnering efforts, both through traditional disease-specific alliances and less conventional tie-ups. The latter include a strategic partnership with Microsoft to accelerate R&D using artificial intelligence and big data, as well as a collaboration with Flagship Pioneering to leverage scientific expertise within the venture firm’s portfolio of companies across obesity, cardiometabolic disease and rare diseases.

The extensive R&D efforts are delivering results. Our increasingly diverse pipeline is expanding with the number of early-stage drug candidates almost doubling over the past three years. In late-stage development, we are focused on expanding indications within our existing portfolio and continue to test the boundaries of what our molecules are capable of in different dose strengths. The continuous optimisation of our drug development process also means that we expect to be able to progress our pipeline and projects much faster in the future without compromising safety or quality.

Building on our core capabilities in protein and peptide engineering by investing in digitalisation and next-generation technology platforms – such as ribonucleic acid (RNA) interference, cell therapy and gene editing – will be pivotal to these endeavours. By focusing on new opportunities to leverage disease and patient data, we are working towards offering patient-oriented solutions that fully integrate drug, device, digital, diagnostics and data. We believe that applying this "5D" approach across our early- and late-stage projects will deliver more convenient and better products and devices, benefiting both patients and wider society.

Further raise the innovation bar for diabetes treatment

A century on from first commercialising the production of insulin, we are continually raising the innovation bar for diabetes treatment to help more of the growing number of people around the world living with the condition. Our next-generation injectable and oral GLP-1-based medicines offer hope for millions, while digital tools are providing new levels of support for people with diabetes in meeting their treatment goals.

We are excited by the potential of once-weekly insulin icodec, which has successfully completed the phase 3 ONWARDS programme, demonstrating superior reductions in blood glucose levels compared to once-daily basal insulin degludec and insulin glargine in insulin naïve people with type 2 diabetes.

The launch of a 2.0 mg dose of our once-weekly GLP-1 injection Ozempic® in the US has increased options for patients, while Rybelsus® is continuing to expand choice in the oral anti-diabetic space. Looking to the future, our new CagriSema experimental therapy for type 2 diabetes – a combination of the established GLP-1 semaglutide and the long-acting amylin analogue cagrilintide – is set to enter phase 3 development in 2023 following promising phase 2 results.

Develop a leading portfolio of superior treatment solutions for obesity

We are making meaningful advances in addressing obesity, with the launch of Wegovy®, helping to change the narrative by redefining obesity as a treatable chronic disease. The disproportionate impact of COVID-19 on people living with obesity has underscored the need for better treatments that can deliver substantial and sustained weight loss.


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Our pipeline contains investigational therapies that we believe may have even greater efficacy, offering even greater levels of weight loss. This includes the aforementioned combination therapy CagriSema, which has now also commenced large-scale phase 3 trials in obesity. Cagrilintide works by reducing appetite by targeting specific parts of the brain, thereby providing an additive effect to semaglutide.

In addition, we are continuing a phase 3 study of 50 mg once-daily oral semaglutide as a potential additional treatment option in obesity.

Strengthen and progress the Rare Disease pipeline

We are expanding into new areas and advancing the development of key products within our Rare Disease unit – comprising treatments for rare blood, rare renal and endocrine disorders – in a strategy to grow existing operations and expand the core business.

This includes the initiation of phase 3 development of Mim8, a next-generation subcutaneous prophylactic treatment for haemophilia A, as well as the submission of nedosiran, an advanced RNA interference (RNAi) drug candidate developed for the treatment of primary hyperoxaluria (PH), a rare inherited condition affecting the kidneys and the liver.

We have also strengthened our presence in haemoglobinopathies, including sickle cell disease (SCD) and thalassemia, with the acquisition of Forma Therapeutics. Forma Therapeutics' lead product etavopivat is an investigational oral, once-daily selective pyruvate kinase R (PKR) activator designed to improve anaemia and red blood cell health in people with these life-threatening conditions. Meanwhile, we are optimising our competitive late-stage pipeline, which includes Sogroya®, a next-generation once-weekly growth hormone, as well as concizumab and Mim8 for haemophilia.

Establish presence in other serious chronic diseases focusing on cardiovascular disease (CVD), non-alcoholic steatohepatitis (NASH) and chronic kidney disease (CKD)

The large patient overlaps between diabetes, obesity and other cardiometabolic disorders mean that we are well-placed to leverage our extensive experience to build a presence in adjacent areas. This plan is gaining traction as we look at both internal and external innovation to expand into new therapeutic areas, such as CVD, Alzheimer’s disease and NASH.

Our first standalone CVD asset, ziltivekimab, is currently in phase 3 development for atherosclerotic cardiovascular disease (ASCVD), CKD and high inflammatory burden.

In Alzheimer’s disease, an area of huge unmet need with an estimated global patient population of around 100 million people, we are investigating the efficacy and safety of oral semaglutide 14 mg in people in the stages of mild cognitive impairment and mild dementia.

We are also addressing one of the major challenges of treating NASH, which is often referred to as a “silent” liver disease because patients rarely exhibit symptoms in the early stages of progression. To address this problem, we have partnered with diagnostic specialist Echosens to increase awareness and advance early diagnosis of the condition, which is estimated to affect up to 6.5% of people worldwide.


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Pipeline overview


Diabetes care
Project	Indication	Description	Phase
Oral semaglutide HD 1 NN9924	Type 2 diabetes	A long-acting oral GLP-1 analogue, 25 and 50 mg, intended for once-daily oral treatment.
Icodec NN1436	Type 1 and 2 diabetes	A long-acting basal insulin analogue intended for once-weekly treatment.
IcoSema NN1535	Type 2 diabetes	A combination of GLP-1 analogue semaglutide and basal insulin analogue icodec intended for once-weekly treatment.
FDC Sema – OW GIP NN9389	Type 2 diabetes	A combination of semaglutide and a long acting GIP analogue intended for once-weekly treatment.
CagriSema in T2D NN9388	Type 2 diabetes	A combination of amylin analogue cagrilintide and GLP-1 analogue semaglutide intended for once-weekly treatment.
Glucose-sensitive insulin NN1845	Type 1 and 2 diabetes	A glucose-sensitive insulin analogue intended for once-daily treatment.
Pumpsulin NN1471	Type 1 diabetes	A novel insulin analogue ideal for use in a closed loop pump device.
DNA Immunotherapy NN9041	Type 1 diabetes	A novel plasmid encoding pre- and pro-insulin intended for preservation of beta cell function.
Oral GLP-1 GIP NN9541	Type 2 diabetes	A combination of GLP-1/GIP co-agonist intended for once-daily oral treatment.
OW Oral Semaglutide NN9904	Type 2 diabetes	A pro-drug of semaglutide intended for once-weekly treatment.
SemaDapa FDC NN9917	Type 2 diabetes	A fixed dose combination of oral semaglutide and dapagliflozin, a SGLT2 inhibitor.
SOMA oral device DV3395	Type 1 and 2 diabetes	A device for the oral delivery of peptides and proteins.
Obesity care
Oral Sema Obesity NN9932	Obesity	A long acting GLP-1 analogue intended for once-daily treatment.
CagriSema NN9838	Obesity	A combination of amylin analogue cagrilintide and GLP-1 analogue semaglutide intended for once-weekly treatment.
PYY1875 NN9775	Obesity	A novel analogue of the appetite-regulating hormone, PYY, intended for once-weekly treatment.
Oral Amycretin NN9487	Obesity	A long-acting co-agonist of GLP-1 and amylin intended for once-daily oral treatment.


Rare Disease
Project	Indication	Description	Phase
Somapacitan NN8640	GHD2	A long-acting HGH 3 derivative intended for once-weekly subcutaneous administration in children.
Concizumab NN7415	Haemophilia A or B w/wo inhibitors	A monoclonal antibody against tissue factor pathway inhibitor (TFPI) intended for subcutaneous prophylaxis.
Nedosiran NN7022	Primary Hyperoxaluria	An siRNA targeting lactate dehydrogenase A (LDHA) for once-monthly subcutaneous treatment.
Mim8 NN7769	Haemophilia A w/wo inhibitors	A next generation FVIII-mimetic bispecific antibody for subcutaneous prophylaxis of haemophilia A regardless of inhibitor status.
Etavopivat NN7535	Sickle cell disease	Second generation selective, small molecule PKR-activator intended for once-daily oral administration.
NDec NN7533	Sickle cell disease	An oral combination of decitabine and tetrahydrouridine. Project is developed in collaboration with EpiDestiny.
Other serious chronic diseases
Semaglutide7 NN9931	NASH4	A long-acting GLP-1 analogue for once-weekly subcutaneous treatment.
Semaglutide Alzheimer NN6535	Alzheimer's	A long-acting GLP-1 analogue for once-daily treatment.
Ziltivekimab NN6018	CVD5	A once-monthly monoclonal antibody intended for inhibition of IL-6 activity.
Belcesiran NN6021	AATD6	An siRNA targeting Alpha-1-AntiTrypsin (AAT) for once monthly subcutaneous treatment.
FGF21 NASH NN9500	NASH4	A long-acting FGF21 analogue for once-weekly treatment.
ATTR-CM NN6019	CVD5	An anti-amyloid immunotherapy treatment.
DCR-AUD NN6020	Alcohol Use Disorder	An siRNA targeting ALDH2 for once-monthly subcutaneous treatment.
LXRa NN6582	NASH4	An siRNA targeting LXRa for once-monthly subcutaneous treatment.
MARC1 NN6581	NASH4	An siRNA targeting MARC1 for once-monthly subcutaneous treatment.
1. High dose. 2. GHD: Growth hormone deficiency. 3. HGH: Human growth hormone. 4. NASH: Non-alcoholic steatohepatitis. 5. CVD: Cardiovascular disease. 6. Alpha-1-AntiTrypsin Deficiency related liver disease. 7. This project also includes a phase 2b study in F4 in collaboration with Gilead.


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INNOVATION AND THERAPEUTIC FOCUS

Research and development progress

Diabetes care

Obesity care

Rare Disease

Other serious chronic diseases

Regulatory events

–Ozempic® 2.0 mg was approved by the EMA.

–Market authorisation application was submitted to the NMPA for approval of Rybelsus® for treatment of adults with type 2 diabetes (T2D).

–Actrapid® and Insulatard® were included in WHO prequalification list of essential medicines.

–Label extension for Insulatard® and Actrapid® received positive opinion from the EMA increasing the non-refrigerated storage time.

Clinical progress

–Phase 3a programme, ONWARDS, investigating basal insulin icodec in people with type 1 (T1D) and type 2 diabetes (T2D), was completed.

–Phase 2 trial investigating the effects of the combination of semaglutide and cagrilintide in people with T2D was completed.

–Phase 2 trial investigating the effects of 8.0mg and 16.0mg semaglutide administrated subcutaneously in people with T2D was initiated.

–Phase 1 trial investigating Pumpsulin for treatment of T1D was completed.

–Phase 1 trial investigating the effects of the fixed dose combination of semaglutide and GIP in people with T2D was completed.

–Phase 1 trial investigating the effects of the combination of semaglutide and SGLT2i inhibitor dapagliflozin in people with T2D was initiated.

–Phase 1 trial investigating once-weekly oral semaglutide for treatment of T2D was initiated.

–Phase 1 trial investigating the SOMA device for oral treatment currently done by tablets was initiated.

–Phase 1 trial investigating the effects of insulin 965 in T2D was completed. The project was terminated.

–Phase 1 trial investigating oral GLP-1/GIP co-agonist for treatment of T2D was initiated.

Regulatory events

–Wegovy® was approved in the EU as an adjunct to diet and exercise for the use of weight management in adults with obesity.

–Wegovy® was approved in the US for the treatment of obesity in teens aged 12 years and older, making it the first-and-only prescription anti-obesity medicine for adolescents with once-weekly treatment.

Clinical progress

–Phase 3a programme, REDEFINE, investigating once-weekly combination of cagrilintide and semaglutide in people with obesity was initiated.

–Following interim analysis, the SELECT cardiovascular outcome trial continues in accordance with the trial protocol.

–Phase 1 trial investigating once-daily oral amycretin for the treatment of obesity was initiated.

–Phase 1 trial for long-acting GDF15 analogue was completed. The project was terminated.

Regulatory events

–NovoSeven® was approved for use in women with severe postpartum hemorrhage by the EMA.

–Marketing authorisation application was submitted to the FDA and PMDA for the approval of concizumab for treatment of haemophilia A or B with inhibitors.

–Marketing authorisation application was submitted to the FDA for approval of nedosiran for treatment of primary hyperoxaluria.

–Marketing authorisation application was submitted to the EMA, FDA and PMDA for approval of somapacitan for treatment of growth hormone deficiency in children.

–REBINYN® was approved for prophylactic use in the treatment of haemophilia B by the FDA and for pediatric prophylaxis by Health Canada.

Clinical progress

–Phase 3a trials investigating concizumab prophylaxis in people with haemophilia A or B with or without inhibitors, were completed.

–Phase 3a trial investigating somapacitan in paediatric non-replacement indications was initiated.

–Phase 1/2 trial investigating the effects of Mim8 in people with haemophilia A was completed. Phase 3 trial programme was initiated.

–Phase 2 trial investigating NDec in people with sickle cell disease was initiated.

–Novo Nordisk acquired Forma Therapeutics Holding Inc., with the lead compound etavopivat, a phase 3 asset for treatment of sickle cell disease and thalassemia.

Clinical progress

–Phase 2 trial investigating antibody ATTR-CM in people with rare heart disease ATTR cardiomyopathy was initiated.

–Phase 2 trial investigating the dose response of oral PCSK9i was completed. The project was terminated.

–Phase 1 trial investigating the siRNA MARC1 for treatment of NASH was initiated.

–Phase 1 trial investigating the siRNA LXRa for treatment of NASH was initiated.

–Collaboration with Staten Biotechnology was terminated.


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INNOVATION AND THERAPEUTIC FOCUS


Patent status for products with marketing authorisation
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 Europe of patents on the active ingredient, unless otherwise indicated, and include actual and estimated 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.			US	China	Japan	Europe8
	Diabetes care	Human insulin and Modern insulins9	Expired	Expired	Expired	Expired
		Victoza® 10	2023	Expired	Expired	2023
		Tresiba®	2029	2024	2027	2028
		Ryzodeg®	2029	2024	2024 11	2028
		Xultophy®	2029	2024	2024 11	2028
		Fiasp®	2030 12	2030 12	2030 12	2030 12
		Ozempic®	2032	2026 13	2031	2031
		Rybelsus®	2032 14	2026 14, 13	2031 14	2031 14
		Zegalogue®	2035	2033	2033	2033
	Obesity care	Saxenda®	2023	Expired	Expired	2023
		Wegovy®	2032	2026 13	2031	2031
	Rare Disease	Norditropin® (SimpleXx®)	Expired	Expired	Expired	Expired
		Sogroya®	2034	2031	2036	2036
		NovoSeven®	Expired 15	Expired 15	Expired 15	Expired 15
		NovoEight®	No patent	No patent	No patent	No patent
		NovoThirteen® (TRETTEN®)	Expired	No patent	No patent	No patent
		Refixia® (REBINYN®)	2028	2027	2032	2027
		Esperoct®	2032	2029	2034	2034
		Vagifem® 10 mcg	Expired	No patent	Expired	Expired
	8. Patent status varies from country to country. The figures in the table are based on Germany. 9. Modern insulins are NovoRapid® (NovoLog®), NovoMix® 30 (NovoLog® Mix 70/30), Levemir® and NovoNorm® (Prandin®). 10. We have granted and pending patents covering the Victoza® formulation. These patents generally expire in November 2024, except for the US where the formulation patent expires in February 2026. 11. Patent term extension until 2027 may apply. 12. Formulation patent; active ingredient patent has expired. 13. Patent was subject to invalidation actions and has been held invalid by the Patent Office. This decision has been appealed to the Beijing IP Court. 14. Tablet formulation and once-daily treatment regimen are protected by additional patents expiring in 2031-2034. 15. Room temperature-stable formulation patent until 2023 in China, Japan and Germany and, until 2025, in the US.


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COMMERCIAL EXECUTION

Commercial excellence in exceptional times

Faced with a series of geopolitical and healthcare challenges, Novo Nordisk has maintained effective commercial operations and built momentum in our business. Our commercial teams have shown agility and ingenuity in delivering our medicines to more patients than ever before. As a result, we have grown market share and launched key products, allowing us to make significant progress across our strategic aspirations for commercial execution.

However, it has not been easy. COVID-19 and the war in Ukraine have adversely impacted global supply chains, while higher than expected demand, including for our GLP-1 products and temporary capacity limitations at some of our manufacturing sites have led to periodic supply constraints for some of our products – including our flagship GLP-1 therapies Ozempic® and Wegovy® – which we expect to continue into 2023.


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COMMERCIAL EXECUTION

We have responded by ramping up production, with our global manufacturing facilities now operating 24 hours a day, seven days a week, and we have invested around DKK 12.7 billion in 2022 alone to expand capacity. As a result, all dose strengths of Wegovy® are now available in the US and we have also made the product available in the first markets within International Operations.

In Russia, we have suspended marketing investments and changed our focus from launching new medications and clinical investment, to securing supply of insulin to ensure our patients have access to these essential medicines. Our factory in Russia supplies insulin to patients in Russia only.

Despite these unprecedented challenges, we have seen overall sales growth of 16%, at CER, across our global operations – among the highest in the pharmaceutical

industry – driven by our strong product line-up. To further accelerate this growth, we have created a new global Commercial Strategy organisation based around three therapy areas – diabetes, obesity and other serious chronic diseases – that will drive greater focus across our broadening portfolio. Crucially, each unit will have full functional responsibility, including therapy area strategy and ambition, early planning, access, commercial strategies, launch preparations and digital solutions.

These endeavours mean that we are progressing towards our aspirations of achieving a global diabetes value market share of more than one-third and recording obesity sales of over DKK 25 billion by 2025. Meanwhile, our Rare Disease business continues to make progress towards our aspiration for sustained growth, driven by a strong pipeline and an exciting line-up of new products.

Strengthen diabetes leadership – aim at global value market share of more than 1/3

In the diabetes space, we increased our value market share by 1.8 percentage points to 31.9%, driven by strong growth for our GLP-1 products across both North America and International Operations. We continue to benefit from the growing switch to greater use of GLP-1s around the world, although rates of uptake vary widely between regions. In the US, where GLP-1 use is the highest, we have witnessed a paradigm shift in diabetes treatment following the launch of Ozempic® and our once-weekly injectable is now the country’s best-selling diabetes product.

Despite the arrival of more competition, we remain the global market leader in the GLP-1 segment with our type 2 diabetes products Rybelsus®, Ozempic® and Victoza®. Ozempic® has now been launched in 75 countries and Rybelsus®, our oral GLP-1 medicine, is available in 43 markets. The strong growth of these newer products has

more than offset a fall in sales of Victoza® and our GLP-1 value market share has risen by 2.2% from a year ago to 54.9%.

The picture is different for insulin, where sales are in decline in both operating units. Yet, Novo Nordisk's insulin value market share has increased from 43.8% to 44.6% in the last 12 months. North America insulin sales were hit by lower realised prices in the US, due to intensified biosimilar competition and higher demanded rebates coupled with channel and payer mix, as well as flat to declining class volume growth. Within International Operations, where we provide significantly more people with insulin than any other class of product, insulin sales are growing in emerging markets. However, sales have declined in China due to the implementation of Volume Based Procurement and sales in EMEA were also lower.


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COMMERCIAL EXECUTION

Despite these commercial headwinds, we are continuing to innovate in the insulin sector by offering increased efficacy and convenience to patients, both through the continuing rollout of smart connected insulin pens and the development of our once-weekly insulin icodec, which has successfully completed final-stage clinical trials.

In 2022, we further enhanced our offering to people with diabetes through an in-licensing deal to develop and commercialise Zegalogue® – a next-generation glucagon treatment for severe hypoglycaemic episodes.

More than DKK 25 billion in Obesity sales by 2025

The growth of our products in the dynamic obesity market segment has been strong, despite the supply constraints affecting Wegovy®. It is becoming clear that the efficacy of Wegovy® has changed perceptions around obesity treatment, both among clinicians and patients – a fact reflected in the higher than expected demand for the product in the US. Encouragingly, the availability of anti-obesity medication is improving around the world, with around 80% of commercial formularies in the US now providing access and around 15 other countries offering varying levels of reimbursement.

Within this accelerating global obesity market, we are capturing the vast majority of growth and we expect to build on this significantly in 2023 as we resolve Wegovy® supply constraints. The volume growth of the global branded obesity market was 63%. Outside the US market, our first-generation GLP-1 obesity drug Saxenda® has seen continued robust uptake and we hope to build on this in 2023 with the launch of Wegovy® in more countries across International Operations.

The global obesity epidemic is now estimated to affect more than 750 million people. Importantly, our pipeline contains

new products that may offer even greater weight loss efficacy.

Secure a sustained growth outlook for Rare Disease

Rare Disease growth has been driven by our treatments for rare blood disorders, fueled by demand for NovoSeven® and the newly launched products Esperoct® and Refixia®. Sales of haemophilia A and haemophilia B products increased by 6% and 16%, respectively. Sales of rare endocrine disorder products were broadly flat, with revenues held back by lower realised prices in the US. However, we remain the leading company in the global human growth disorder market with a value share of 35.2%, which is comparable to last year.

We are excited by the imminent arrival of new products in the Rare Disease portfolio. These include our once-weekly Sogroya® injection for children living with growth hormone deficiency, which is expected to launch in 2023 following regulatory approvals, and our next-generation rare blood disorder therapies concizumab and Mim8.

Focusing on other serious chronic diseases

Beyond the main pillars of our established business, we are expanding our work into other serious chronic diseases, many of which are associated with diabetes and obesity. In the short term, this involves leveraging potential broader indications for semaglutide and building up our primary care footprint for entry of stand-alone cardiovascular products.

Expanding into new treatments for diseases diseases such as cardiovascular disease (CVD), non-alcoholic steatohepatitis (NASH), chronic kidney disease (CKD) and Alzheimer’s disease is a growing focus for our teams and forms a central plank of our commercial strategy as we look to maintain momentum in the second half of the decade and beyond.


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FINANCIALS

2022

performance
and 2023 outlook

Financial performance

Sales increased by 26% measured in Danish kroner and by 16% at CER to DKK 176,954 million in 2022. Novo Nordisk's 2022 sales and operating profit performance measured at CER were within the ranges provided in November 2022. The free cash flow, effective tax rate, capital expenditure as well as depreciation, amortisation and impairment losses were all in line with the guidance.

Geographic sales development

Sales in International Operations increased by 17% measured in Danish kroner and by 13% at CER. Sales in EMEA increased by 17% measured in Danish kroner and by 15% at CER. Sales in Region China increased by 1% measured in Danish kroner and decreased by 6% at CER. Sales in Rest of World increased by 28% measured in Danish kroner and by 24% at CER.

Sales in North America Operations increased by 35% measured in Danish kroner and by 21% at CER.

Sales development across therapeutic areas

Sales in Diabetes care increased by 23% measured in Danish kroner and by 14% at CER. Sales of Obesity care products, Saxenda® and Wegovy®, increased by 101% measured in Danish kroner and by 84% at CER. Sales of Rare Disease products increased by 7% measured in Danish kroner and by 1% at CER.

In the following sections, unless otherwise noted, market data are based on moving annual total (MAT) from November 2021 and November 2022 provided by the independent data provider IQVIA.

Diabetes care

Sales in Diabetes care increased by 23% measured in Danish kroner and by 14% at CER to DKK 139,548 million driven by growth of GLP-1-based products. Novo Nordisk has improved the global diabetes value market share over the last 12 months from 30.1% to 31.9%.


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FINANCIALS

The market share increase was driven by market share gains in both International Operations and North America Operations.

GLP-1 therapy for type 2 diabetes

Sales of GLP-1 products for type 2 diabetes (Rybelsus®, Ozempic® and Victoza®) increased by 56% measured in Danish kroner and by 42% at CER to DKK 83,371 million. The GLP-1 segment’s value share of the total diabetes market has increased to 33.5% compared with 26.5% 12 months ago. Novo Nordisk continues to be the global market leader in the GLP-1 segment with a 54.9% value market share, an increase of 2.2 percentage points compared to 12 months ago.

Rybelsus® sales increased by 134% measured in Danish kroner and by 114% at CER to DKK 11,299 million. Sales growth was driven by North America Operations as well as Rest of World and EMEA. Rybelsus® has been launched in 43 countries.

Ozempic® sales increased by 77% measured in Danish kroner and by 61% at CER to DKK 59,750 million. Sales growth was driven by both North America Operations and International Operations. Ozempic® has been launched in 75 countries. Sales growth has resulted in periodic supply constraints and related drug shortage notifications across geographies.

Victoza® sales decreased by 18% measured in Danish kroner and by 24% at CER to DKK 12,322 million as the GLP-1 market is moving towards once-weekly and tablet-based treatments. The sales decline was driven by both North America Operations and International Operations.

Insulin sales

Sales of insulin decreased by 5% measured in Danish kroner and by 11% at CER to DKK 52,952 million. Sales decline at CER was driven by declining sales in the US, Region China and EMEA.

Obesity care

Sales of Obesity care products, Saxenda® and Wegovy®, increased by 101% measured in Danish kroner and by 84% at CER to DKK 16,864 million. Sales growth was driven by both North America Operations and International Operations. Saxenda® has now been launched in 71 countries, and Wegovy® has been launched in the US, Denmark and Norway. The volume growth of the global branded obesity market was 53%.

Rare Disease

Sales of Rare Disease products increased by 7% measured in Danish kroner and by 1% at CER to DKK 20,542 million.

Rare blood disorders

Sales of Rare blood disorder products increased by 15% measured in Danish kroner and by 7% at CER to DKK 11,706 million. The increasing sales were driven by NovoSeven® as well as the launch products Esperoct® and Refixia®.

Rare endocrine disorders

Sales of Rare endocrine disorder products decreased by 2% measured in Danish kroner and by 6% at CER to DKK 7,138 million. The sales decline was driven by North America Operations' sales decreasing by 18% at CER and by International Operations' sales decreasing by 1% at CER. The sales decline was driven by lower realised prices in the US as well as supply constraints in the fourth quarter of 2022. Novo Nordisk continues to be the leading company in the global human growth disorder market with a value market share of 35.1%.


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FINANCIALS

Development in costs and operating profit

The cost of goods sold increased by 20% measured in Danish kroner and by 15% at CER to DKK 28,448 million, resulting in a gross margin of 83.9% measured in Danish kroner compared with 83.2% in 2021. The increase in gross margin reflects a positive product mix, driven by increased GLP-1 sales, a positive currency impact and productivity improvements. This is partially countered by lower realised prices mainly in the US and Region China.

Sales and distribution costs increased by 25% measured in Danish kroner and by 16% at CER to DKK 46,217 million. The increase in costs is driven by both International Operations and North America Operations. In International Operations, promotional spend is related to promotional activities for Ozempic® and Rybelsus® as well as Obesity care market development activities. In North America Operations, the cost increase is driven by promotional activities for Ozempic® and market development activities for Obesity care. The increase is also reflecting higher distribution costs.

Research and development costs increased by 35% measured in Danish kroner and by 29% at CER to DKK 24,047 million reflecting increased late-stage clinical trial activity compared to 2022. Increased activities within Other serious chronic diseases and GLP-1 are driving the cost increase as well as the operating costs and amortisations related to Dicerna Pharmaceuticals Inc. which was acquired in the fourth quarter of 2021. The cost increase also reflects inflationary impacts on the cost base.

Administration costs increased by 10% measured in Danish kroner and by 6% at CER to DKK 4,467 million.

Other operating income and expenses (net) was DKK 1,034 million compared with DKK 332 million in 2021, driven by income from partnerships related to Dicerna Pharmaceuticals Inc.

Operating profit increased by 28% measured in Danish kroner and by 15% at CER to DKK 74,809 million. Operating profit growth was negatively impacted by around 2 percentage points from the acquisition of Dicerna Pharmaceuticals Inc. in 2021.

Financial items (net) and tax

Financial items (net) showed a net loss of DKK 5,747 million compared with a net gain of DKK 436 million in 2021.

In line with Novo Nordisk’s treasury policy, the most significant foreign exchange risks for Novo Nordisk have been hedged, primarily through foreign exchange forward contracts. The foreign exchange result was a net loss of DKK 4,651 million compared with a net gain of DKK 344 million in 2021. This primarily reflects losses on hedged currencies, primarily the US dollar.

As per the end of December 2022, a positive market value of financial contracts of approximately DKK 1.0 billion has been deferred for recognition in 2023.

The effective tax rate was 19.6% in 2022 compared with an effective tax rate of 19.2% in 2021, mainly reflecting non-recurring impacts from acquisitions.

Net profit increased by 16% to DKK 55,525 million and diluted earnings per share increased by 18% to DKK 24.44.

Cash flow and capital allocation

Free cash flow was DKK 57.4 billion compared with DKK 29.3 billion in 2021 supporting the strategic aspiration to deliver attractive capital allocation to shareholders. The cash conversion in 2022 is positively impacted by timing of payment of rebates in the US, including provisions related to the revised 340B distribution policy in the US. Income under the 340B Program has been partially recognised.


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FINANCIALS

Capital expenditure for property, plant and equipment was DKK 12.1 billion compared with DKK 6.3 billion in 2021.

2023 outlook

Sales growth is expected to be 13% to 19% at CER. Given the current exchange rates versus the Danish krone, sales growth reported in DKK is expected to be around 4 percentage points lower than at CER.

The guidance reflects expectations for sales growth in both North America Operations and International Operations, mainly driven by volume growth of GLP-1-based treatments for Diabetes and Obesity care, partially countered by

declining sales in Rare disease due to supply constraints. Intensifying competition and continued pricing pressure within Diabetes care are included in the guidance.

The guidance ranges reflect the level of volume growth of GLP-1-based diabetes treatments and the inherent uncertainty of the pace of Obesity care market expansion following the relaunch of Wegovy® in the US and an expected gradual roll-out in International Operations.

Following higher than expected volume growth in recent years, including GLP-1-based products such as Ozempic®, combined with the expectation of continued volume growth and capacity limitations at some manufacturing sites, the outlook also reflects expected continued periodic supply constraints and related drug shortage notifications across a number of products and geographies. The supply capacity is gradually being expanded.

Operating profit growth is expected to be 13% to 19% at CER. Given the current exchange rates versus the Danish krone, growth reported in DKK is now expected to be around 5 percentage points lower than at CER. The expectation for operating profit growth primarily reflects the sales growth outlook and continued investments in future and current growth drivers within Research, Development and Commercial. Within R&D, investments are related to the continued expansion and progression of the early and late-stage pipeline. Commercial investments are mainly related to the relaunch of Wegovy® in the US, Obesity care market development activities in International Operations as well as promotional activities for Ozempic® and Rybelsus®. Finally, the guidance also reflects inflationary impacts on the cost base.

Novo Nordisk expects financial items (net) to amount to a gain of around DKK 2.4 billion, mainly reflecting gains associated with foreign exchange hedging contracts.

The effective tax rate for 2023 is expected to be in the range of 19-21%.

Capital expenditure is expected to be around DKK 25 billion in 2023 reflecting the innovation-based growth strategy pursued by Novo Nordisk. The CAPEX increase is primarily relating to investments in additional capacity for active pharmaceutical ingredient (API) production and fill-finish capacity for both current and future injectable and oral products. In the coming years, the capital expenditure to sales ratio is expected to be low double digit.

Depreciation, amortisation and impairment losses are expected to be around DKK 8 billion.

The free cash flow is expected to be DKK 60-68 billion reflecting the sales growth and the investments in capital expenditure as well as a favourable impact from rebates in the US.

All of the above expectations are based on assumptions that the global or regional macroeconomic and political environment will not significantly change business conditions for Novo Nordisk during 2023, including energy and supply chain disruptions, the potential implications from major healthcare reforms and legislative changes as well as outcome of legal cases including litigations related to the 340B Drug Pricing Programme in the US, and that the currency exchange rates, especially the US dollar, will remain at the current level versus the Danish krone. Neither does the guidance include the financial implications of any significant business development transactions and significant impairments of intangible assets during 2023. Finally, the potential wider consequences of Russia's invasion of Ukraine, including impacts on energy supply and supply chains, could cause uncertainty to the outlook and the business performance of Novo Nordisk.


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FINANCIALS


Expectations are as reported, if not otherwise stated			Expectations 1 February 2023
Sales growth
at CER			13% to 19%
as reported			Around 4 percentage points lower than at CER
Operating profit growth
at CER			13% to 19%
as reported			Around 5 percentage points lower than at CER
Financial items (net)			Gain of around DKK 2.4 billion
Effective tax rate			19% to 21%
Capital expenditure (PP&E)			Around DKK 25 billion
Depreciation, amortisation and impairment losses			Around DKK 8 billion
Free cash flow (excluding impact from business development)			DKK 60-68 billion

Novo Nordisk has hedged expected net cash flows in a number of invoicing currencies and, all other things being equal, movements in key invoicing currencies will impact Novo Nordisk’s operating profit as outlined in note 4.3 on Financial risks.

Forward-looking statements

Novo Nordisk’s reports filed with or furnished to the US Securities and Exchange Commission (SEC), including this statutory Annual Report 2022 and Form 20-F, which are both expected to be filed with the SEC in February 2023 in continuation of the publication of this Annual Report 2022, and written information released, or oral statements made, to the public in the future by or on behalf of Novo Nordisk, may contain forward-looking statements. Words such as "believe", "expect", "may", "will", "plan", "strategy", "prospect", "foresee", "estimate", "project", "anticipate", "can", "intend", "target" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance identify forward-looking statements. Examples of such forward-looking statements include, but are not limited to:

–statements of targets, plans, objectives or goals for future operations, including those related to Novo Nordisk’s products, product research, product development, product introductions and product approvals as well as cooperation in relation thereto,

–statements containing projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures,

–statements regarding future economic performance, future actions and outcome of contingencies such as legal proceedings, and

–statements regarding the assumptions underlying or relating to such statements.

In this Annual Report 2022, examples of forward looking statements can be found under the section related to our "Strategic Aspirations" and elsewhere.

These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Novo Nordisk cautions that a number of important factors, including those described in this Annual Report 2022, could cause actual results to differ materially from those contemplated in any forward-looking statements.

Factors that may affect future results include, but are not limited to, global as well as local political and economic conditions, such as interest rate and currency exchange rate fluctuations, delay or failure of projects related to research and/or development, unplanned loss of patents, interruptions of supplies and production, including as a result of interruptions or delays affecting supply chains on which Novo Nordisk relies, shortages of supplies, including energy supplies, product recalls, unexpected contract breaches or terminations, government- mandated or market-driven price decreases for Novo Nordisk’s products, introduction of competing products, reliance on information technology including the risk of cybersecurity breaches, Novo Nordisk’s ability to successfully market current and new products, exposure to product liability and legal proceedings and investigations, changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing and marketing, perceived or actual failure to adhere to ethical marketing practices, investments in and divestitures of domestic and foreign companies, unexpected growth in costs and expenses, strikes and other labour market disputes, failure to recruit and retain the right employees, failure to maintain a culture of compliance, epidemics, pandemics or other public health crises, effects of domestic or international crises, civil unrest, war or other conflict and factors related to the foregoing matters and other factors not specifically identified herein.


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FINANCIALS

For an overview of some, but not all, of the risks that could adversely affect Novo Nordisk’s results or the accuracy of forward-looking statements in this Annual Report 2022, reference is made to the overview of risk factors in "Risk management" of this Annual Report 2022.

Unless required by law, Novo Nordisk is under no duty and undertakes no obligation to update or revise any forward-looking statement after the distribution of this Annual Report 2022, whether as a result of new information, future events, or otherwise.

Shares and capital structure

Through open and proactive communication, Novo Nordisk aims to provide the basis for fair and efficient pricing of our shares.

Share capital and ownership

Novo Nordisk’s share capital of DKK 456 million is divided into A and B share capital. The A and B shares are calculated in units of DKK 0.20, amounting to 2.28 billion shares. The A share capital, consisting of 537 million shares, has a nominal value of DKK 107 million and the B share capital, consisting of 1,743 million shares, has a nominal value of DKK 349 million. Each A share carries 200 votes and each B share carries 20 votes. Novo Nordisk's B shares are listed on Nasdaq Copenhagen and on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs).

The general meeting has authorised the Board of Directors to distribute extraordinary dividends, issue new shares in accordance with the Articles of Association and repurchase shares in accordance with authorisations granted.

1. Treasury shares are included; however, voting rights of treasury shares cannot be exercised.


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FINANCIALS

2023 financial calendar

23 March 2023

Annual General Meeting 2023

27 March 2023

Record date

4 April 2023

Payment, ADRs

10 August 2023

Financial statement for the

first six months of 2023

21 August 2023

Record date

29 August 2023

Payment, ADRs

31 January 2024

Financial statement for 2023 and Annual Report 2023

24 March 2023 Ex-dividend

28 March 2023

Payment, B-shares

4 May 2023

Financial statement for the first three months of 2023

18 August 2023

Ex-dividend

22 August 2023

Payment, B shares

2 November 2023

Financial statement for the

first nine months of 2023

The company’s A shares are not listed and are held by Novo Holdings A/S,2 a Danish public limited liability company wholly owned by the Novo Nordisk Foundation. 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 in the event of an increase in the

2. Novo Holdings A/S’s registered address is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark. 3. Split of shareholders is denoted according to the location of legal deposit-owners.

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 practice, A and B shares receive the same amount of dividend per share.

As of 31 December 2022, Novo Holdings A/S held a B share capital of nominally DKK 20 million. Together with the A shares, Novo Holdings A/S's total ownership amounted to nominally DKK 128 million. Novo Holdings A/S ownership is reflected in the "Ownership structure" chart on page 41.

There is no complete record of all shareholders; however, based on available sources of information, as of 31 December 2022 it is estimated that shares were geographically distributed as shown in the "Geographical split of shareholders" chart. As of 31 December 2022, the free float of listed B shares was 92.41% (of which approximately 10.93% are listed as ADRs), excluding Novo Holdings A/S's holding and Novo Nordisk’s holding of treasury shares. As of 31 December 2022, Novo Holdings A/S and Novo Nordisk’s holding of B shares equalled 132,207,875 shares and had a nominal value of DKK 26 million. For details about the share capital, please refer to note 4.2 on Share capital, Treasury shares and Other reserves.

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 between long-term shareholder value creation and competitive shareholder return in the short term.

In 2021, the capital structure was adjusted following Novo Nordisk’s Eurobond issuance with an aggregate principal amount of EUR 1.3 billion. In 2022, Novo Nordisk issued Eurobonds in the amount of EUR 1.5 billion. The total outstanding Eurobonds in 2022 amounted to EUR 2.8 billion.

Dividend policy

The company’s dividend policy applies a pharmaceutical industry benchmark to ensure a competitive payout ratio for dividend payments, which are complemented by share repurchase programmes. The final dividend for 2021 paid in


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FINANCIALS

March 2022 was equal to DKK 6.90 per A and B share of DKK 0.20 as well as for ADRs. The total dividend for 2021 was

DKK 10.40 per A and B share of DKK 0.20, corresponding to a payout ratio of 49.6%, which was in line with the 2021 pharma peer group average of 50.5%.

In August 2022, an interim dividend was paid equaling DKK 4.25 per A and B share of DKK 0.20 as well as for ADRs. For 2022, the Board of Directors will propose a final dividend

6. Regulation (EU) 596/2014.

of DKK 8.15 to be paid in March 2023, equivalent to a total dividend for 2022 of DKK 12.40 and a payout ratio of 50.3%. The company expects to distribute an interim dividend in August 2023. Further information regarding this interim dividend will be announced in connection with the financial report for the first six months of 2023. Dividends are paid from distributable reserves. Novo Nordisk does not pay a dividend on its holding of treasury shares.

Share repurchase programme for 2022/2023

During the twelve-month period beginning 2 February 2022, Novo Nordisk repurchased shares worth DKK 24 billion. The share repurchase programme has primarily been conducted in accordance with the safe harbour rules in the EU Market Abuse Regulation (MAR).6

For the next 12 months, Novo Nordisk has decided to implement a new share repurchase programme. The expected total repurchase value of B shares amounts to a cash value of up to DKK 28 billion. The total programme may be reduced in size if significant business development opportunities arise during 2023. Novo Nordisk expects to conduct the majority of the new share repurchase programme according to the safe harbour rules in MAR. At the Annual General Meeting in March 2023, the Board of Directors will propose a further reduction in the company’s B share capital, corresponding to approximately 1.1% of the total share capital, by cancelling 25 million treasury shares.

Share price development

From end of December 2021 until 30 December 2022, Novo Nordisk’s share price increased from DKK 735 to DKK 938, an increase of 27.6%. The total market value of Novo Nordisk’s B shares, excluding treasury shares and Novo Holdings A/S shares, was DKK 1,510,514,045,250, as of 30 December 2022.


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Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			45

Risk management

To be a sustainable business, we must anticipate and adapt to our environment to create new strategic opportunities. Managing risks rigorously and systematically is key in order for us to create and protect value.

We apply a dual lensed approach to risk management. This means we identify and mitigate both operational risks that pose a threat to our short to medium-term plans, as well as strategic risks that could reduce our ability to realise our corporate strategy over the long-term.

Addressing risks in our strategic planning

Scenario and risk-thinking exercises are part of our strategic planning. They include analyses of market dynamics, climate change, as well as socioeconomic and political developments that present risks or opportunities for our business. Annually, Executive Management and the Board of Directors review a strategic risk profile.

The main strategic risks are:

Access and affordability

Access to affordable care is a global issue as healthcare systems struggle to provide quality care at a sustainable cost, while the burden of chronic diseases keeps rising. Ensuring access and affordability is a risk and responsibility Novo Nordisk shares with all actors involved in healthcare. We recognise that we cannot defeat serious chronic diseases alone but to mitigate the risk, we can accelerate our actions to find solutions in collaboration with relevant stakeholders.

Innovation and competition

We are a science-based company whose future depends on raising the innovation bar. To remain competitive in the future and thereby mitigate innovation risk, we invest significantly in internal and external pipeline opportunities to ensure patients receive improved treatments.

Digital disruption

New digital technologies could bring new competitors into the pharmaceutical industry. They also provide an opportunity for us to deliver more value to our stakeholders and help patients live a life free from the limitations of their disease. Digital health solutions bring new risks particularly regarding data regulation and privacy, as well as potential quality risks. We strive to monitor and mitigate these risks in close collaboration with relevant partners.

Production capacity and supply chain risks

Demand fluctuations, resource shortages, geopolitical instability, trade disputes, quality assurance and local manufacturing requirements are all factors that can pressure global supply chains. Furthermore, expanding production capacity is complex and associated with a long lead time. Therefore, planning and management of our supply chain and production is key to mitigate this risk.

Operational risk management process

In the short- to medium-term, we are exposed to risks throughout our value chain. Some risks are inherent in the pharmaceutical industry, such as delays or failures of potential late-stage medicines in the R&D pipeline. Other risks, such as geopolitical instability, supply disruptions and competitive threats, are well-known to any manufacturing company with global production. We will never compromise on product quality, patient safety or business ethics: these are front and centre of our enterprise-wide risk management set-up. We assess risks to potential financial loss and reputational damage.

Executive Management, the Board of Directors and the Audit Committee review a "risk grid" of our biggest operational risks every six months. This grid is based on insights from management teams across the organisation and includes risks that could cause significant disruptions to the business over a three-year horizon. The overview on the next page provides more details of our key risks.

Key operational risks

An aggregated illustration of our key operational risks, with associated descriptions, is outlined on the next page.

For more information

See our Corporate Governance Report available at www.novonordisk.com/about/corporate-governance.html


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			46

Key operational risks

(Illustrative)

Risk area

Description

Impact

Mitigating actions

Clinical Pipeline Risks

Findings in clinical activities, regulatory processes or misunderstanding of commercial potential, leading to delays or failure of products in the pipeline

–Patients would not benefit from innovative treatments

–Could have an adverse impact on sales, profits and market position

–Pre-clinical and clinical activities to demonstrate safety and efficacy

–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 due to, e.g., geopolitical instability or quality failures may compromise the availability of products, ultimately impacting the health of patients and represent a lost commercial opportunity

–Product shortages could have potential implications for patients

–Could put patients' health and lives at risk and jeopardise reputation and license to operate if regulatory compliance is not ensured

–Could have an adverse impact on sales, profits and market position

–Establishing global production with multiple facilities and safety stock to reduce supply risk

–Regular quality audits of internal units and suppliers and annual inspections by authorities document Good Manufacturing Practice (GMP) compliance

–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

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 or limit future business opportunities if proprietary information is lost

–Could have an adverse impact on sales, profits and market position

–Company-wide information security awareness activities

–Contingency plans for non-availability of IT systems

–Company-wide internal audit of IT security controls

–Detection and protection mechanisms in IT systems and business processes

Financial

Risks

Exchange rate fluctuations (mainly in USD, CNY and JPY), disputes with tax authorities and changes to tax legislation and interpretation

–Could lead to significant tax adjustments, fines and higher than expected tax level

–Could have an adverse impact on sales, profits and market position

–Hedging for selected currencies

–Integrated treasury management

–Applicable taxes paid in jurisdictions where business activity generates profits and multi-year Advance Pricing Agreements with tax authorities

Legal, Patents 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 product and pipeline candidates

–Potential exposure to investigations, criminal and civil sanctions and other penalties

–Could compromise our reputation and the rights and integrity of individuals involved

–Unexpected loss of exclusivity for or injunctions against existing and pipeline products could have an adverse impact on future sales

–Could have an adverse impact on sales, profits and market position

–Legal review of key activities

–Business Ethics Code of Conduct integrated in our business, Compliance hotline in place

–Internal Audit of compliance with business ethics standards

–Internal controls to minimise vulnerability to patent infringement and invalidity actions


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Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			48

Board of Directors

As of 31 December
2022, the Board of
Directors consisted
of 13 members, 7
men and 6 women.

Helge Lund

Chair

Norwegian. Born October 1962.

Male. First elected 2017.1 Term 2023.

Chair of the Nomination Committee and the Chair Committee.

Positions and management duties:

Chair of the board of directors and chair of the people & governance committee of BP p.l.c. Chair of the board of directors of Inkerman AS. Member of the board of directors and member of the remuneration committee of Belron SA and of the board of directors of P/F Tjaldur. Operating advisor to Clayton Dubilier & Rice. Member of the board of trustees of the International Crisis Group.

Competences:

Global corporate leadership; healthcare & pharma industry; finance & accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social & governance (ESG).

1. In addition, Helge Lund was a member of the Board for one year in 2014-2015.

Henrik Poulsen

Vice Chair

Danish. Born September 1967. Male.

First elected 2021. Term 2023.

Member of the Audit Committee, the Remuneration Committee and the Chair Committee.

Positions and management duties:

Chair of the supervisory board and chair of the nomination committee and member of the remuneration committee of Carlsberg A/S. Member of the board of directors of Novo Holdings A/S and Ørsted A/S. Senior advisor to A.P. Møller Holding A/S and chair of the board of directors of Faerch A/S. Member of the supervisory board of Bertelsmann SE & Co. KGaA.

Competences:

Global corporate leadership; finance & accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social & governance (ESG).

Elisabeth Dahl Christensen

Danish. Born November 1965. Female.

First elected 2022. Term 2026.

Employee representative. Member of the Remuneration Committee.

Positions and management duties:

Full-time union representative at Novo Nordisk A/S.

Competences:

Not mapped for employee representatives.

Jeppe Christiansen

Danish. Born November 1959. Male.

First elected 2013. Term 2023.

Chair of the Remuneration Committee.

Positions and management duties:

Chief executive officer of Maj Invest Holding A/S and executive director of two wholly owned subsidiaries. Chair of the board of directors of Haldor Topsøe A/S, Emlika Holding ApS, and two wholly owned subsidiaries of the latter company, and chair of the board of directors of JEKC Holding ApS. Member of the board of directors of Novo Holdings A/S, KIRKBI A/S, A/S United Shipping & Trading Company (USTC), BellaBeat Inc., Pluto Naturfonden and Randers Regnskov. Member of the board of governors of Det Kgl. Vajsenhus. Adjunct Professor, department of finance, Copenhagen Business School.

Competences:

Healthcare & pharma industry; finance & accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social & governance (ESG).

Laurence Debroux

French. Born July 1969. Female.

First elected 2019. Term 2023.

Chair of the Audit Committee and member of the Remuneration Committee.

Positions and management duties:

Member of the board of directors, chair of the audit committee and member of the ESG committee of Exor N.V. Member of the board of directors and member of the audit committee of Solvay S.A. Member of the board of directors of HEC Paris Business School and of Kite Insights (The Climate School).

Competences:


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Board of Directors (continued)

Andreas Fibig

German. Born February 1962. Male.

First elected 2018. Term 2023.

Member of the Research & Development Committee.

Positions and management duties:

Member of the board of directors of Indigo Agriculture Inc. Member of the board of directors of Evodiabio ApS. Member of the board of directors of ExlService Holdings, Inc. Honorary director of the German American Chamber of Commerce.

Competences:

Global corporate leadership; healthcare & pharma industry; technology, data & digital; finance & accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social & governance (ESG).

Sylvie Grégoire

Canadian and American. Born November 1961. Female. First elected 2015. Term 2023.

Member of the Audit Committee, the Research & Development Committee and the Nomination Committee.

Positions and management duties:

Co-founder and executive chair of the board of directors of EIP Pharma, Inc. Member of the board of directors and member of the nominating & corporate governance committee and the compensation & benefits committee of Perkin Elmer Inc. Member of the board of directors of F2G Ltd. Advisor to the Soffinova Telethon Fund.

Competences:

Global corporate leadership; healthcare & pharma industry; medicine & science; finance & accounting; business development, M&A and external innovation sourcing; human capital management.

Liselotte Hyveled

Danish. Born January 1966. Female. First elected 2022.2 Term 2026.

Employee representative.

Member of the Research & Development Committee.

Positions and management duties:

Chief patient officer and principal vice president of Patient Voice Strategy & Alliances, Novo Nordisk

A/S.

Competences:

Not mapped for employee representatives.

2. In addition, Liselotte Hyveled was an employee-elected member of the Board in 2014-2018.

Mette Bøjer Jensen

Danish. Born December 1975. Female. First elected 2018. Term 2026.

Employee representative. Member of the Audit Committee.

Positions and management duties:

Wash & Sterilisation specialist in Product Supply, Novo Nordisk A/S.

Competences:

Not mapped for employee representatives.

Kasim Kutay

British. Born May 1965. Male.

First elected 2017. Term 2023.

Member of the Nomination Committee and the Research & Development Committee.

Positions and management duties:

Chief executive officer of Novo Holdings A/S. Member of the board of directors and member of the nomination and remuneration committee of Novozymes A/S.

Competences:

Global corporate leadership; healthcare & pharma industry; finance & accounting; business development, M&A and external innovation sourcing; human capital management.

Christina Law

Chinese. Born January 1967. Female. First elected 2022. Term 2023.

Member of the Audit Committee.

Positions and management duties:

Group CEO of Raintree Group of Companies. Member of the board of directors and member of the nomination and compensation committee of INSEAD Business School. Member of the boards of Raintree Group Limited, Raintree Investment Pte Ltd. and La Fondation des Champions.

Competences:

Global corporate leadership; technology, data & digital; business development, M&A and external innovation sourcing; human capital management.


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Board of Directors (continued)

Martin Mackay

American and British. Born April 1956. Male. First elected 2018. Term 2023.

Chair of the Research & Development Committee and member of the Remuneration Committee.

Positions and management duties:

Co-founder, chair and CEO of Rallybio LLC. Senior advisor to New Leaf Venture Partners, LLC. Member of the board of directors and member of the science & technology committee and the finance committee of Charles River Laboratories International, Inc.

Competences:

Global corporate leadership; healthcare & pharma industry; medicine & science; technology, data & digital; business development, M&A and external innovation sourcing; human capital management.

Thomas Rantzau

Danish. Born March 1972. Male.

First elected 2018. Term 2026.

Employee representative. Member of the Nomination Committee.

Positions and management duties:

Area specialist in Product Supply, Novo Nordisk A/S.

Competences:

Not mapped for employee representatives.

Independence and meeting attendance overview

Meeting attendance in 20223

Name

Independence4

Board of
Directors

Chair
Committee

Audit

Committee9

Nomination
Committee

Remuneration
Committee

R&D
Committee

Helge Lund

Independent

10/10

7/7

4/4

Henrik Poulsen

Not independent 5,6,7,10

9/10

5/5

4/5

3/4

Elisabeth Dahl Christensen

Not independent 8

7/7

4/4

Jeppe Christiansen

Not independent 5

10/10

2/2

5/5

Laurence Debroux

Independent 6,7,10

10/10

5/5

4/5

Andreas Fibig

Independent

9/10

1/1

4/4

Sylvie Grégoire

Independent 6

9/10

5/5

4/4

5/5

Liselotte Hyveled

Not independent 8

7/7

4/4

Mette Bøjer Jensen

Not independent 6,8

10/10

4/4

1/1

Kasim Kutay

Not independent 5

10/10

4/4

5/5

Christina Law

Independent 6

7/7

4/4

Martin Mackay

Independent

10/10

5/5

Thomas Rantzau

Not independent 8

10/10

3/3

1/1

Board members who stepped down at the Annual General Meeting in March 2022

Anne Marie Kverneland

Not independent

3/3

1/1

Stig Strøbæk

Not independent

3/3

1/1

3. Number of meetings attended by each Board member out of the total number of meetings within the member's term. 4. In accordance with recommendation 3.2.1 of the Danish Corporate Governance Recommendations as designated by Nasdaq Copenhagen. 5. Member of the board of directors or executive management of Novo Holdings A/S. 6. Pursuant to the US Securities Exchange Act, Ms Debroux, Ms Grégoire and Ms Law qualify as independent Audit Committee members, while Ms Bøjer Jensen and Mr Poulsen rely on an exemption from the independence requirements. 7. Ms Debroux and Mr Poulsen possess the qualifications within accounting and auditing required under part 8 of the Danish Act on Approved Auditors and Audit Firms. 8. Elected by employees of Novo Nordisk. 9. Collectively, the members have relevant industry expertise. 10. Designated as financial experts as defined by the US Securities and Exchange Commission (SEC).


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Executive Management

Lars Fruergaard Jørgensen

President and chief executive officer (CEO)

Born November 1966. Male.

Other positions and

management duties:

First vice-president of the European Federation of Pharmaceutical Industries and Associations (EFPIA).

Monique Carter

Executive vice president

People & Organisation

Born December 1973. Female.

Other positions and

management duties:

No other management positions.

Maziar Mike Doustdar11

Executive vice president

International Operations

Born August 1970. Male.

Other positions and

management duties:

Member of the board of directors and the personnel and the remuneration committee of Orion Corporation

Ludovic Helfgott11

Executive vice president

Rare Disease

Born July 1974. Male.

Other positions and

management duties:

President of the Novo Nordisk Haemophilia Foundation Council.

Karsten Munk Knudsen

Executive vice president

Chief financial officer (CFO)

Born December 1971. Male.

Other positions and

management duties:

Chair of the board of directors of NNE A/S. Member of the board of directors, member of the equity capital & markets committee and chair of the audit committee of Hempel A/S.

Doug Langa11

Executive vice president

North America Operations

Born October 1966. Male.

Other positions and

management duties:

No other management positions.

Martin Holst Lange

Executive vice president

Development

Born October 1970. Male.

Other positions and

management duties:

No other management positions.

Marcus Schindler

Executive vice president

Research & Early Development and chief scientific officer (CSO)

Born September 1966. Male.

Other positions and

management duties:

Adjunct Professor of Pharmacology at the University of Gothenburg.

Camilla Sylvest

Executive vice president

Commercial Strategy & Corporate Affairs

Born November 1972. Female.

Other positions and

management duties:

Vice chair of the board of directors of Danish Crown A/S. Member of the board of directors of Argenx SE.

Henrik Wulff

Executive vice president

Product Supply, Quality & IT

Born November 1970. Male.

Other positions and

management duties:

Member of the board of directors and the remuneration committee and the innovation committee of Ambu A/S. Member of the board of directors of Grundfos Holding A/S.

11. Not registered as an executive with the Danish Business Authority.


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Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			53



Page 54-88
Consolidated financial statements
Income Statement and Statement of comprehensive income		p.	54
Cash flow statement		p.	55
Balance sheet		p.	56
Equity statement		p.	57
Notes to the consolidated financial statements
Section 1
Basis of preparation
1.1	Principal accounting policies and key accounting estimates	p.	58
1.2	Changes in accounting policies and disclosures	p.	58
Section 2
Results for the year
2.1	Net sales and rebates	p.	59
2.2	Segment information	p.	60
2.3	Research and development costs	p.	62
2.4	Employee costs	p.	62
2.5	Other operating income and expenses	p.	63
2.6	Income taxes and deferred income taxes	p.	63
2.7	Earnings per share	p.	64
Section 3
Operating assets and liabilities
3.1	Intangible assets	p.	65
3.2	Property, plant and equipment	p.	67
3.3	Inventories	p.	68
3.4	Trade receivables	p.	69
3.5	Provisions and contingent liabilities	p.	70




Section 4
Capital structure and financial items
4.1	Distribution to shareholders	p.	72
4.2	Share capital, Treasury shares and Other reserves	p.	72
4.3	Financial risks	p.	73
4.4	Derivative financial instruments	p.	75
4.5	Borrowings	p.	76
4.6	Cash and cash equivalents	p.	77
4.7	Other non-cash items	p.	77
4.8	Change in working capital	p.	77
4.9	Financial assets and liabilities	p.	78
4.10	Financial income and expenses	p.	79
Section 5
Other disclosures
5.1	Share-based payment schemes	p.	80
5.2	Commitments	p.	81
5.3	Acquisition of businesses	p.	82
5.4	Related party transactions	p.	83
5.5	Fee to statutory auditors	p.	84
5.6	General accounting policies	p.	84
5.7	Companies in the Novo Nordisk Group	p.	85

Financial definitions (part of Management's review – not audited)		p.	86
Non-IFRS financial measures (part of Management's review – not audited)		p.	87



Page 89-97
Consolidated ESG statement
Statement of Environmental, Social and Governance (ESG) performance		p.	89
Notes to the consolidated ESG statement
Section 6
Basis of preparation		p.	90
Section 7
Environmental performance
7.1	Energy consumption for operations and share of renewable power	p.	90
7.2	Water consumption for production sites	p.	91
7.3	Breaches of environmental regulatory limit values	p.	91
7.4	Scope 1, 2 and 3 emissions	p.	91
7.5	Waste from production sites	p.	93
Section 8
Social performance
8.1	Patients reached with Novo Nordisk's Diabetes care products	p.	93
8.2	Employees	p.	93
8.3	Sustainable employer score	p.	94
8.4	Frequency of occupational accidents	p.	94
8.5	Gender diversity	p.	94
8.6	US pricing	p.	95
8.6	Total tax contribution	p.	95
8.7	Donations and other contributions	p.	95
Section 9
Governance performance
9.1	Business ethics reviews and training	p.	96
9.2	Supplier audits	p.	96
9.3	Product recalls	p.	96
9.4	Failed inspections	p.	96
9.5	Facilitations of the Novo Nordisk Way	p.	96
9.6	Company reputation	p.	97
9.7	Animals purchased for research	p.	97


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Income statement and Statement of comprehensive income

for the year ended 31 December


DKK million	Note	2022	2021	2020
Income statement
Net sales	2.1, 2.2	176,954	140,800	126,946
Cost of goods sold	2.2	(28,448)	(23,658)	(20,932)
Gross profit		148,506	117,142	106,014
Sales and distribution costs	2.2	(46,217)	(37,008)	(32,928)
Research and development costs	2.2, 2.3	(24,047)	(17,772)	(15,462)
Administrative costs	2.2	(4,467)	(4,050)	(3,958)
Other operating income and expenses	2.2, 2.5	1,034	332	460
Operating profit		74,809	58,644	54,126
Financial income	4.10	239	2,887	1,628
Financial expenses	4.10	(5,986)	(2,451)	(2,624)
Profit before income taxes		69,062	59,080	53,130
Income taxes	2.6	(13,537)	(11,323)	(10,992)
Net profit		55,525	47,757	42,138

Earnings per share
Basic earnings per share (DKK)	2.7	24.51	20.79	18.05
Diluted earnings per share (DKK)	2.7	24.44	20.74	18.01


DKK million	Note	2022	2021	2020
Statement of comprehensive income
Net profit		55,525	47,757	42,138

Other comprehensive income:
Items that will not be reclassified subsequently to the income statement:
Remeasurements of retirement benefit obligations		615	146	(67)

Items that will be reclassified subsequently to the income statement:
Exchange rate adjustments of investments in subsidiaries		2,289	1,624	(1,689)
Cash flow hedges:
Realisation of previously deferred (gains)/losses	4.2, 4.4	1,740	(1,802)	329
Deferred gains/(losses) incurred during the period	4.2, 4.4	1,026	(1,755)	1,384
Other items		(3)	112	10
Tax on other comprehensive income, net	2.6	(889)	1,005	(577)
Other comprehensive income		4,778	(670)	(610)
Total comprehensive income		60,303	47,087	41,528


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Cash flow statement

for the year ended 31 December


DKK million	Note	2022	2021	2020
Cash flow statement
Net profit		55,525	47,757	42,138
Adjustment of non-cash items:
Income taxes in the income statement	2.6	13,537	11,323	10,992
Depreciation, amortisation and impairment losses	3.1, 3.2	7,362	6,025	5,753
Other non-cash items	4.7	22,310	13,009	7,849
Change in working capital	4.8	(5,336)	(8,656)	(4,353)
Interest received		276	241	100
Interest paid		(272)	(261)	(422)
Income taxes paid	2.6	(14,515)	(14,438)	(10,106)
Net cash generated from operating activities		78,887	55,000	51,951
Purchase of intangible assets	3.1	(2,607)	(1,050)	(16,256)
Proceeds from sale of property, plant and equipment		—	—	7
Purchase of property, plant and equipment	3.2	(12,146)	(6,335)	(5,825)
Cash used for acquisition of businesses	5.3	(7,075)	(18,283)	—
Proceeds from other financial assets		—	—	12
Purchase of other financial assets		(169)	(4)	—
Purchase of marketable securities		(9,566)	(7,109)	—
Sale of marketable securities		6,645	1,172	—
Investment in associated companies	5.4	—	—	(392)

Dividend received from associated companies	5.4	—	4	18
Net cash used in investing activities		(24,918)	(31,605)	(22,436)


DKK million	Note	2022	2021	2020
Purchase of treasury shares	4.2	(24,086)	(19,447)	(16,855)
Dividends paid	4.1	(25,303)	(21,517)	(20,121)
Proceeds from borrowings	4.5	11,215	22,160	5,682
Repayment of borrowings	4.5	(13,623)	(6,689)	(950)
Net cash used in financing activities		(51,797)	(25,493)	(32,244)

Net cash generated from activities		2,172	(2,098)	(2,729)
Cash and cash equivalents at the beginning of the year		10,719	12,226	15,411

Exchange gains/(losses) on cash and cash equivalents		(238)	591	(456)
Cash and cash equivalents at the end of the year	4.6	12,653	10,719	12,226


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Balance sheet

at 31 December


DKK million	Note	2022	2021
Assets
Intangible assets	3.1	51,416	43,171
Property, plant and equipment	3.2	66,671	55,362
Investments in associated companies		327	525
Deferred income tax assets	2.6	13,427	8,672
Other receivables and prepayments		206	267
Other financial assets		1,016	916
Total non-current assets		133,063	108,913

Inventories	3.3	24,388	19,621
Trade receivables	3.4	50,560	40,643
Tax receivables		940	1,119
Other receivables and prepayments		6,005	5,037
Marketable securities	4.3	10,921	6,765
Derivative financial instruments	4.4	2,727	1,690
Cash at bank	4.6	12,653	10,720
Total current assets		108,194	85,595

Total assets		241,257	194,508


DKK million	Note	2022	2021
Equity and liabilities
Share capital	4.2	456	462
Treasury shares	4.2	(6)	(6)
Retained earnings		80,587	72,004
Other reserves	4.2	2,449	(1,714)
Total equity		83,486	70,746

Borrowings	4.5	24,318	12,961
Deferred income tax liabilities	2.6	7,061	5,271
Retirement benefit obligations		762	1,280
Other liabilities		100	360
Provisions	3.5	4,590	4,374
Total non-current liabilities		36,831	24,246

Borrowings	4.5	1,466	13,684
Trade payables		15,587	8,870
Tax payables		7,091	3,658
Other liabilities		23,606	19,600
Derivative financial instruments	4.4	2,903	2,184
Provisions	3.5	70,287	51,520
Total current liabilities		120,940	99,516
Total liabilities		157,771	123,762

Total equity and liabilities		241,257	194,508


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Equity statement

at 31 December


	2022					2021					2020
DKK million	Share capital	Treasury shares	Retained earnings	Other reserves	Total	Share capital	Treasury shares	Retained earnings	Other reserves	Total	Share capital	Treasury shares	Retained earnings	Other reserves	Total
Balance at the beginning of the year	462	(6)	72,004	(1,714)	70,746	470	(8)	63,774	(911)	63,325	480	(10)	57,817	(694)	57,593
Net profit			55,525		55,525			47,757		47,757			42,138		42,138
Other comprehensive income			615	4,163	4,778			146	(816)	(670)			(67)	(543)	(610)
Total comprehensive income			56,140	4,163	60,303			47,903	(816)	47,087			42,071	(543)	41,528
Transfer of cash flow hedge reserve to intangible assets (note 4.2)				—	—				13	13				326	326
Transactions with owners:
Dividends (note 4.1)			(25,303)		(25,303)			(21,517)		(21,517)			(20,121)		(20,121)
Share-based payments (note 5.1)			1,539		1,539			1,040		1,040			823		823
Tax related to restricted stock units			287		287			245		245			31		31
Purchase of treasury shares (note 4.2)		(6)	(24,080)		(24,086)		(6)	(19,441)		(19,447)		(8)	(16,847)		(16,855)
Reduction of the B share capital (note 4.2)	(6)	6			—	(8)	8			—	(10)	10			—
Balance at the end of the year	456	(6)	80,587	2,449	83,486	462	(6)	72,004	(1,714)	70,746	470	(8)	63,774	(911)	63,325

Refer to note 4.2 for details of movements in Other reserves.


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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.

Measurement basis

The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, equity investments, marketable securities and trade receivables in a factoring portfolio, which are measured at fair value. 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 5.6.

Principal accounting policies

Novo Nordisk’s accounting policies are described in each of the individual notes to the consolidated financial statements. Accounting policies listed

below are regarded as the principal accounting policies applied
by Management:

– Net sales and rebates (Note 2.1)

– Research and development costs (Note 2.3)

–Income taxes and deferred income taxes (Note 2.6)

– Intangible assets (Note 3.1)

– Provisions and contingent liabilities (Note 3.5)

– Derivative financial instruments (Note 4.4)

– Acquisition of businesses (Note 5.3)

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.

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.

When determining estimates and assumptions, Management has assessed the qualitative and quantitative impact of climate related risks. It is Management’s assessment that the effect of climate related risks do not significantly impact estimates and assumptions.

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.


Key accounting estimates and judgements	Risk	Note(s)
Estimate of US sales deductions and provisions for sales rebates	High	2.1, 3.5
Estimate in determining the fair value of intangible assets and assessment of impairment of intangible assets	Medium	3.1, 5.3
Estimate regarding deferred income tax assets and provision for uncertain tax positions	Medium	2.6
Estimate of ongoing legal disputes, litigation and investigations	Medium	3.5
Judgement of whether a transaction is an asset acquisition or a business combination	Low	5.3

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.

Management provides the 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

Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB and IFRSs endorsed by the European Union effective on or after 1 January 2022.

Management assessed that application of these has not had a material impact on the consolidated financial statements for 2022.

Furthermore, Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB that has not yet become effective. Management does not anticipate any significant impact on future periods from the adoption of these amendments.


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Section 2
Results for the year

2.1 Net sales and rebates


Gross-to-net sales reconciliation
DKK million	2022	2021	2020
Gross sales	455,692	340,180	298,187
US Managed Care and Medicare	(161,123)	(112,929)	(96,716)
US wholesaler charge-backs	(56,443)	(40,354)	(37,036)
US Medicaid rebates	(24,667)	(19,810)	(17,307)
Other US discounts and sales returns	(18,300)	(14,119)	(10,867)
Non-US rebates, discounts and sales returns	(18,205)	(12,168)	(9,315)
Total gross-to-net sales adjustments	(278,738)	(199,380)	(171,241)
Net sales	176,954	140,800	126,946


Provisions for sales rebates
DKK million	2022	2021	2020
At the beginning of the year	50,822	34,052	30,878
Additional provisions, including increases to existing provisions	206,354	155,602	111,921
Amount paid during the year	(189,580)	(141,370)	(106,116)
Adjustments, including unused amounts reversed during the year	(1,141)	(284)	166
Effect of exchange rate adjustment	3,044	2,822	(2,797)
At the end of the year	69,499	50,822	34,052

Sales discounts and sales rebates are predominantly issued in the US. As such, rebates amount to 75% of gross sales in the US (75% in 2021 and 74%
in 2020). Provisions for sales rebates include US Managed Care, Medicare, Medicaid, 340B drug pricing program and other US rebate types, as well as rebates in a number of European countries and Canada.

Pricing mechanisms in the US market

In the US, sales rebates are paid in connection with public healthcare insurance programmes, including 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 share 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. Chargebacks are estimated 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.

In January 2021, Novo Nordisk has changed its policy in the US related to the 340B Drug Pricing Program, whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk has recognised revenue related to the 340B Drug Pricing Program to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future. Please refer to note 3.5 Provisions and contingent liabilities for a more elaborate description of the ongoing litigation related to the 340B Drug Pricing Program.

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.

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.

Other net sales disclosures

In 2022, Novo Nordisk had three major wholesalers distributing products in the US, representing 19%, 14% and 13% respectively of global net sales (18%, 13% and 13% in 2021 and 19%, 13% and 12% in 2020). Sales to these three wholesalers are within both Diabetes and Obesity care and Rare disease.

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 1,835 million within 12 months (DKK 1,012 million in 2021) and DKK 798 million thereafter (DKK 962 million
in 2021).

Novo Nordisk's sales are impacted by exchange rate changes. Refer to
note 4.3 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 single 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


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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 3.5).

Where absolute amounts are known, the rebates are recognised as
other liabilities. Wholesaler charge-backs that are absolute are netted against trade receivable balances.

The impact of foreign currency hedging is recognised in the income statement in financial items. Please refer to notes 4.3, 4.4 and 4.10 for
more details on hedging.

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. 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.

Revenue related to 340B drug pricing program can only be recognised to the extent that it is highly probable that a significant reversal of the recognised revenue will not occur. Determining the amount of revenue to recognise requires significant estimation. Management has considered interpretations of applicable laws, whether the consideration is highly susceptible to factors outside Novo Nordisk's influence, as well as the historical claims experience. Please refer to note 3.5 Provisions and contingent liabilities for information on the ongoing litigation related to the 340B Drug Pricing Program.

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.

2.2 Segment information


Business segments – Key figures
	Diabetes and Obesity care						Rare disease						Total
DKK million	2022		2021		2020		2022		2021		2020		2022		2021		2020
Total net sales	156,412		121,597		108,020		20,542		19,203		18,926		176,954		140,800		126,946
Cost of goods sold	(23,405)		(19,363)		(17,715)		(5,043)		(4,295)		(3,217)		(28,448)		(23,658)		(20,932)
Sales and distribution costs	(42,392)		(33,791)		(29,903)		(3,825)		(3,217)		(3,025)		(46,217)		(37,008)		(32,928)
Research and development costs	(20,157)		(15,600)		(13,535)		(3,890)		(2,172)		(1,927)		(24,047)		(17,772)		(15,462)
Administrative costs	(3,955)		(3,504)		(3,387)		(512)		(546)		(571)		(4,467)		(4,050)		(3,958)
Other operating income and expenses	892		199		264		142		133		196		1,034		332		460
Segment operating profit	67,395		49,538		43,744		7,414		9,106		10,382		74,809		58,644		54,126
Operating margin	43.1	%	40.7	%	40.5	%	36.1	%	47.4	%	54.9	%	42.3	%	41.7	%	42.6	%
Depreciation, amortisation and impairment losses expensed	(5,701)		(4,895)		(4,624)		(1,661)		(1,130)		(1,129)		(7,362)		(6,025)		(5,753)

Novo Nordisk operates in two business segments based on therapies: Diabetes and Obesity care and Rare disease (formerly known as Biopharm), representing the entirety of the Group's operations. The activities of the segments include research, development, manufacturing and marketing of products within the following areas:

– Diabetes and Obesity care: diabetes, obesity and other
serious chronic diseases

– Rare disease: rare blood disorders, rare endocrine 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 generally been split between business segments according to a specific allocation. Certain corporate overhead costs are allocated between segments based on overall allocation keys. Other operating income and expenses have 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.

Geographical areas

In 2022, 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).

In 2022, the US contributed with 10% or more of total net sales. In 2021 and 2020 Mainland China also contributed with 10% or more of total net sales. The country of domicile is Denmark, which is part of EMEA. Denmark is immaterial to Novo Nordisk's activities in terms of sales as 99.8% of total sales are realised outside Denmark. Sales are attributed to geographical areas according to the location of the customer.

Out of total property, plant and equipment and intangible assets of DKK 118,087 million (DKK 98,533 million in 2021), DKK 54,492 million is located in Denmark (DKK 46,705 million in 2021) and DKK 44,744 million is located in the US (DKK 41,035 million in 2021) where the majority of production facilities and intangible assets are located. Refer to note 5.7 for an overview of companies in the Novo Nordisk Group based on geographical areas.


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Net sales – Business segments and geographical areas
	Total International Operations																								Total North America Operations												Total Novo Nordisk net sales
	Total IO						EMEA						China						Rest of World						Total NAO						Of which the US
DKK million	2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020
Diabetes and Obesity care segment:
Rybelsus®	3,155		524		36		1,714		289		36		63		—		—		1,378		235		—		8,144		4,314		1,837		8,011		4,243		1,826		11,299		4,838		1,873
Ozempic®	17,369		8,856		3,634		10,417		6,393		3,112		2,196		303		10		4,756		2,160		512		42,381		24,849		17,577		38,750		23,168		16,650		59,750		33,705		21,211
Victoza®	5,672		6,726		7,095		2,724		3,527		4,251		1,478		1,544		1,033		1,470		1,655		1,811		6,650		8,328		11,652		6,406		8,031		11,292		12,322		15,054		18,747
Total GLP-1	26,196		16,106		10,765		14,855		10,209		7,399		3,737		1,847		1,043		7,604		4,050		2,323		57,175		37,491		31,066		53,167		35,442		29,768		83,371		53,597		41,831
Long-acting insulin	11,403		11,074		9,959		7,157		6,729		6,451		1,636		2,080		1,471		2,610		2,265		2,037		5,338		6,990		8,480		4,685		6,412		7,962		16,741		18,064		18,439
– of which Tresiba®	6,092		5,486		4,407		3,485		2,979		2,574		1,050		1,095		418		1,557		1,412		1,415		3,261		4,243		4,561		2,723		3,793		4,191		9,353		9,729		8,968
– of which Xultophy®	2,400		2,135		1,789		1,716		1,693		1,605		45		3		1		639		439		183		409		522		655		399		512		642		2,809		2,657		2,444
– of which Levemir®	2,911		3,453		3,763		1,956		2,057		2,272		541		982		1,052		414		414		439		1,668		2,225		3,264		1,563		2,107		3,129		4,579		5,678		7,027
Premix insulin	10,023		10,512		10,246		2,622		2,879		2,959		4,912		5,224		4,852		2,489		2,409		2,435		539		691		679		517		665		652		10,562		11,203		10,925
– of which Ryzodeg®	2,889		1,711		1,291		495		392		321		1,218		283		39		1,176		1,036		931		—		—		—		—		—		—		2,889		1,711		1,291
– of which NovoMix®	7,134		8,801		8,955		2,127		2,487		2,638		3,694		4,941		4,813		1,313		1,373		1,504		539		691		679		517		665		652		7,673		9,492		9,634
Fast-acting insulin	10,826		10,903		10,808		6,456		6,454		6,584		1,942		2,288		2,075		2,428		2,161		2,149		6,637		6,784		7,505		6,247		6,357		7,101		17,463		17,687		18,313
– of which Fiasp®	1,354		1,106		832		1,138		965		764		—		—		—		216		141		68		649		642		553		606		605		519		2,003		1,748		1,385
– of which NovoRapid®	9,472		9,797		9,976		5,318		5,489		5,820		1,942		2,288		2,075		2,212		2,020		2,081		5,988		6,142		6,952		5,641		5,752		6,582		15,460		15,939		16,928
Human insulin	6,508		7,453		7,339		1,983		2,152		2,370		1,812		2,692		2,655		2,713		2,609		2,314		1,678		1,599		1,534		1,605		1,515		1,431		8,186		9,052		8,873
Total insulin	38,760		39,942		38,352		18,218		18,214		18,364		10,302		12,284		11,053		10,240		9,444		8,935		14,192		16,064		18,198		13,054		14,949		17,146		52,952		56,006		56,550
Other Diabetes care	2,428		2,644		2,946		717		713		725		1,181		1,432		1,546		530		499		675		797		950		1,085		660		806		943		3,225		3,594		4,031
Total Diabetes care	67,384		58,692		52,063		33,790		29,136		26,488		15,220		15,563		13,642		18,374		13,993		11,933		72,164		54,505		50,349		66,881		51,197		47,857		139,548		113,197		102,412
Wegovy®	54		—		—		54		—		—		—		—		—		—		—		—		6,134		1,386		—		6,134		1,386		—		6,188		1,386		—
Saxenda®	5,832		3,117		2,118		3,561		1,809		1,124		133		61		10		2,138		1,247		984		4,844		3,897		3,490		4,368		3,526		3,230		10,676		7,014		5,608
Total Obesity care	5,886		3,117		2,118		3,615		1,809		1,124		133		61		10		2,138		1,247		984		10,978		5,283		3,490		10,502		4,912		3,230		16,864		8,400		5,608
Diabetes and Obesity care total	73,270		61,809		54,181		37,405		30,945		27,612		15,353		15,624		13,652		20,512		15,240		12,917		83,142		59,788		53,839		77,383		56,109		51,087		156,412		121,597		108,020
Rare disease segment:
Rare blood disorders	6,671		5,784		5,708		3,795		3,712		3,579		604		222		361		2,272		1,850		1,768		5,035		4,433		3,954		4,710		4,170		3,675		11,706		10,217		9,662
– of which Haemophilia A	1,769		1,625		1,332		1,137		1,162		983		81		24		16		551		439		333		569		487		381		543		460		358		2,338		2,112		1,713
– of which Haemophilia B	479		400		306		294		268		199		13		4		—		172		128		107		280		237		212		152		102		86		759		637		518
– of which NovoSeven®	4,335		3,673		3,996		2,311		2,225		2,352		510		194		345		1,514		1,254		1,299		3,973		3,548		3,207		3,811		3,461		3,089		8,308		7,221		7,203
Rare endocrine disorders	4,904		4,880		4,832		2,232		2,212		2,220		246		167		66		2,426		2,501		2,546		2,234		2,423		2,875		2,205		2,400		2,857		7,138		7,303		7,707
Other Rare disease	1,002		1,064		1,108		804		837		886		6		6		5		192		221		217		696		619		449		358		330		205		1,698		1,683		1,557
Rare disease total	12,577		11,728		11,648		6,831		6,761		6,685		856		395		432		4,890		4,572		4,531		7,965		7,475		7,278		7,273		6,900		6,737		20,542		19,203		18,926
Total sales by geographical area	85,847		73,537		65,829		44,236		37,706		34,297		16,209		16,019		14,084		25,402		19,812		17,448		91,107		67,263		61,117		84,656		63,009		57,824		176,954		140,800		126,946
Total sales growth as reported	16.7	%	11.7	%	6.9	%	17.3	%	9.9	%	6.5	%	1.2	%	13.7	%	9.7	%	28.2	%	13.5	%	5.7	%	35.4	%	10.1	%	1.1	%	34.4	%	9.0	%	0.6	%	25.7	%	10.9	%	4.0	%


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2.3 Research and development costs


DKK million	2022		2021		2020
Employee costs (note 2.4)	9,952		7,328		6,269
Amortisation and impairment losses, intangible assets (note 3.1)	1,364		744		1,025
Depreciation and impairment losses, property, plant and equipment (note 3.2)	922		736		724
Other research and development costs	11,809		8,964		7,444
Total research and development costs	24,047		17,772		15,462
As percentage of net sales	13.6	%	12.6	%	12.2	%

Novo Nordisk's research and development is mainly focused on:

– insulins, GLP-1s and other therapeutic compounds 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 haemophilia and other rare blood disorders

– human growth hormone and new modes of action for treatment of growth disorders and other rare endocrine disorders

– new indications with existing assets within NASH, Alzheimer’s and chronic kidney disease

– Research technology platforms including cell therapy and RNAi for treatment of NASH, cardiovascular disease, chronic kidney disease and Parkinson's disease, among others

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 utilise new technology platforms including stem cells, gene therapy and RNAi therapies.

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.

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 as well as 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 intellectual property rights and property, plant and equipment used in the research and development activities. Amortisations of intellectual property rights related to marketed products are recognised in cost of goods sold.

The largest individual type of cost included in Other research and development costs are clinical trial cost.

Certain research and development activities are recognised outside research and development costs:

– Royalty expenses paid to partners after regulatory approval are expensed as cost of goods sold

– Royalty income received from partners is recognised as part of other operating income and expenses

– Contractual research and development obligations to be paid in the future are disclosed separately as commitments in note 5.2.

2.4 Employee costs


DKK million	2022	2021	2020
Wages and salaries	34,575	28,939	26,778
Share-based payment costs (note 5.1)	1,539	1,040	823
Pensions – defined contribution plans	2,472	2,022	1,961
Pensions – defined benefit plans	185	139	138
Other social security contributions	2,713	2,203	1,862
Other employee costs	3,105	2,189	2,044
Total employee costs for the year	44,589	36,532	33,606
Employee costs capitalised as intangible assets and property, plant and equipment	(1,451)	(1,240)	(1,279)
Change in employee costs capitalised as inventories	(70)	(56)	(60)
Total employee costs in the income statement	43,068	35,236	32,267
Included in the income statement:
Cost of goods sold	11,766	9,611	8,896
Sales and distribution costs	17,700	15,003	14,146
Research and development costs	9,952	7,328	6,269
Administrative costs	3,517	3,098	2,848
Other operating income and expenses	133	196	108
Total employee costs in the income statement	43,068	35,236	32,267


Number of employees	2022	2021	2020
Average number of full-time employees	51,046	46,171	43,759
Year-end number of full-time employees	54,393	47,792	44,723
Year-end employees (total)	55,185	48,478	45,323


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Remuneration to Executive Management and Board of Directors
DKK million	2022	2021	2020
Salary and short-term incentive	141	126	119
Pension	13	12	26
Benefits	9	10	10
Long-term incentive1	97	100	52
Severance payments	—	29	—
Executive Management in total2	260	277	207
Fee to Board of Directors3	20	17	17
Total	280	294	224
1. Please refer to note 5.1 for further information. 2. Total remuneration for registered members of Executive Management amounts to DKK 175 million (DKK 202 million in 2021 and DKK 141 million in 2020). 3. All members of the Board of Directors are registered.

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 and expenses

Accounting policies

Other operating income and expenses, comprises licence income and other 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.

Operating profit from the wholly owned subsidiary NNE A/S, not related
to Novo Nordisk's main activities, is recognised as other operating income and expenses. Other operating income and expenses, also includes income from the sale of intellectual property rights as well as costs associated with secondary income and transaction costs incurred in connection with acquisition of businesses.

2.6 Income taxes and deferred income taxes


Income taxes expensed
DKK million	2022	2021	2020
Current tax on profit for the year	17,829	13,871	11,557
Deferred tax on profit for the year	(3,806)	(1,528)	1,105
Tax on profit for the year	14,023	12,343	12,662
Current tax adjustments recognised for prior years	339	(603)	(563)
Deferred tax adjustments recognised for prior years	(825)	(417)	(1,107)
Income taxes in the income statement	13,537	11,323	10,992
Tax on other comprehensive income for the year, (income)/expense	889	(1,005)	577


Computation of effective tax rate
DKK million	2022		2021		2020
Statutory corporate income tax rate in Denmark	22.0	%	22.0	%	22.0	%
Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net)	(1.1	%)	(1.5	%)	(2.5	%)
Non-taxable income less non-tax-deductible expenses (net)	(0.5	%)	(0.3	%)	(0.2	%)
Other adjustments (net)	(0.8	%)	(1.0	%)	1.4	%
Effective tax rate	19.6	%	19.2	%	20.7	%


Income taxes paid
DKK million	2022	2021	2020
Income taxes paid in Denmark for current year	9,181	9,703	4,262
Income taxes paid outside Denmark for current year	5,647	3,439	4,508
Income taxes paid/(repayments) relating to prior years	(313)	1,296	1,336
Income taxes paid	14,515	14,438	10,106

The deviation in foreign subsidiaries' tax rates from the Danish tax rate is mainly driven by Swiss and US business activities. Other adjustments consist of tax related to acquisitions and adjustments to prior years.

In 2020, income taxes paid in Denmark and paid outside Denmark were impacted by transfers of intellectual property rights related to acquisitions. In 2022, paid taxes related to prior years are impacted by a refund of overpaid tax from 2021.

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. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. 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. In some countries withholding tax will be applied to dividends paid to Denmark. A provision for withholding tax is only recognised if a concrete distribution of dividends is planned. The unrecognised potential withholding tax amounts to DKK 567 million (DKK 444 million in 2021).

The value of future tax deductions in relation to share programmes is recognised as a deferred tax asset 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.


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Key accounting estimate regarding deferred income tax assets and provisions for uncertain tax positions

Management has considered future taxable income and has estimated
the amount of deferred income tax assets that should be recognised. The estimate is based on an assessment of whether sufficient taxable income will be available in the future, against which the temporary differences and unused tax losses can be utilised. The total tax value of unrecognised tax loss carry-forwards amounts to DKK 456 million in 2022 (DKK 166 million
in 2021).


Development in deferred income tax assets and liabilities
DKK million	Property, plant and equipment	Intangible assets	Inventories	Liabilities	Other	Offset within countries	Total
2022
Net deferred tax asset/(liability) at 1 January	(1,980)	(7,375)	3,195	6,932	2,629	—	3,401
Income/(charge) to the income statement	(413)	674	(465)	3,999	836		4,631
Income/(charge) to other comprehensive income	—	—	(130)	(141)	(608)		(879)
Income/(charge) to equity	—	—	—	—	234		234
Additions from acquisitions (5.3)	—	(1,475)	—	—	242		(1,233)
Effect of exchange rate adjustment	(9)	(103)	(5)	217	112		212
Net deferred tax asset/(liability) at 31 December	(2,402)	(8,279)	2,595	11,007	3,445	—	6,366
Classified as follows:
Deferred tax asset at 31 December	579	195	2,627	11,027	4,169	(5,170)	13,427
Deferred tax liability at 31 December	(2,981)	(8,474)	(32)	(20)	(724)	5,170	(7,061)
2021
Net deferred tax asset/(liability) at 1 January	(1,614)	(3,600)	2,556	4,617	1,404	—	3,363
Income/(charge) to the income statement	(330)	632	387	2,037	(781)		1,945
Income/(charge) to other comprehensive income	—	2	251	(41)	793		1,005
Income/(charge) to equity	—	(2)	—	—	194		192
Additions from acquisitions (5.3)	—	(4,456)	—	—	976		(3,480)
Effect of exchange rate adjustment	(36)	49	1	319	43		376
Net deferred tax asset/(liability) at 31 December	(1,980)	(7,375)	3,195	6,932	2,629	—	3,401
Classified as follows:
Deferred tax asset at 31 December	719	109	3,210	7,223	3,541	(6,130)	8,672
Deferred tax liability at 31 December	(2,699)	(7,484)	(15)	(291)	(912)	6,130	(5,271)

In the course of conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Management has estimated the expected outcome of the disputes by using the ‘most probable outcome’-method to determine the provisions for uncertain tax positions. Management 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.

2.7 Earnings per share



		2022	2021	2020
Net profit		55,525	47,757	42,138
Average number of shares outstanding1	in million shares	2,265.3	2,296.6	2,333.9
Dilutive effect of average outstanding share pool2	in million shares	7.0	6.5	6.1
Average number of shares outstanding, including dilutive effect of outstanding share pool	in million shares	2,272.3	2,303.1	2,340.0
Basic earnings per share	DKK	24.51	20.79	18.05
Diluted earnings per share	DKK	24.44	20.74	18.01
1. For further information on the development in treasury shares, please refer to note 4.2 2. 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.


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Section 3
Operating assets and liabilities

3.1 Intangible assets


Amortisation and impairment losses
DKK million	2022	2021	2020
Cost of goods sold	846	844	369
Sales and distribution costs	34	39	40
Research and development costs	1,364	744	1,025
Administrative costs	19	11	10
Other operating income and expenses	96	1	2
Total amortisation and impairment loss	2,359	1,639	1,446
Total amortisation	1,599	1,066	1,096
Total impairment losses	760	573	350

2022 additions

Additions from acquisition of businesses relates to Novo Nordisk’s acquisition of Forma Therapeutics Holdings, Inc., which primarily includes the lead candidate Etavopivat, which is recognised within intellectual property rights and goodwill; please refer to note 5.3.

Of the total addition of intangible assets in 2022 DKK 544 million is related to software projects and internally generated intangible assets (DKK 492 million in 2021).


DKK million	Goodwill	Intellectual property rights	Software and other intangibles	Total intangible assets
2022
Cost at the beginning of the year	4,346	41,802	3,434	49,582
Additions from acquisition of businesses (note 5.3)	524	5,766	492	6,782
Additions during the year	—	1,310	1,426	2,736
Disposals during the year	—	(151)	(33)	(184)

Effect of exchange rate adjustment	222	1,004	(38)	1,188
Cost at the end of the year	5,092	49,731	5,281	60,104
Amortisation and impairment losses at the beginning of the year	—	4,652	1,759	6,411
Amortisation for the year	—	1,404	195	1,599
Impairment losses for the year	—	760	—	760
Amortisation and impairment losses reversed on disposals during the year	—	(149)	(13)	(162)
Effect of exchange rate adjustment	—	70	10	80
Amortisation and impairment losses at the end of the year	—	6,737	1,951	8,688
Carrying amount at the end of the year	5,092	42,994	3,330	51,416
2021
Cost at the beginning of the year	—	22,404	2,936	25,340
Additions from acquisition of businesses (note 5.3)	4,346	18,687	24	23,057
Additions during the year	—	583	492	1,075
Disposals during the year	—	—	(45)	(45)
Effect of exchange rate adjustment	—	128	27	155
Cost at the end of the year	4,346	41,802	3,434	49,582
Amortisation and impairment losses at the beginning of the year	—	3,135	1,548	4,683
Amortisation for the year	—	866	200	1,066
Impairment losses for the year	—	573	—	573
Amortisation and impairment losses reversed on disposals during the year	—	—	(1)	(1)
Effect of exchange rate adjustment	—	78	12	90
Amortisation and impairment losses at the end of the year	—	4,652	1,759	6,411
Carrying amount at the end of the year	4,346	37,150	1,675	43,171


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2021 additions

Additions from acquisition of businesses relates to Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc., which primarily includes the RNAi research technology platform and pipeline assets, which are recognised within intellectual property rights and goodwill; please refer to note 5.3.

In 2021, Novo Nordisk acquired Prothena’s wholly-owned subsidiary Neotope Neuroscience Ltd. and thereby gained full worldwide rights to the intellectual property rights of Prothena’s ATTR amyloidosis business and pipeline cover. The acquisition included the clinical stage antibody PRX004. PRX004 is an antibody that uses a depleter mechanism that has the potential to improve heart failure symptoms and reverse the disease progression within the ATTR-CM diseases. The transaction has been accounted for as an asset acquisition recognised in intellectual property rights, all related to PRX004.

Impairment test

Intangible assets other than goodwill

In 2022, an impairment loss of DKK 760 million (DKK 573 million in 2021) was recognised, all related to intellectual property rights. DKK 250 million (DKK 436 million in 2021) of the impairment was related to the Diabetes and Obesity care segment and DKK 510 million (DKK 137 million in 2021) was related to Rare disease. The entire impairment loss in 2022 was recognised in research and development costs (DKK 573 million in research and development costs in 2021). The impairment was a result of Management’s review of expectations related to intellectual property rights not yet in use.

No impairment related to marketable products was identified in 2022 or in 2021.

Goodwill

As of 31 December 2022, goodwill is allocated to the segments Diabetes and Obesity care (DKK 4,154 million) and Rare diseases (DKK 938 million). At 31 December 2021, goodwill from the acquisition of Dicerna Pharmaceuticals, Inc was unallocated as the purchase price allocation for the acquisition was provisional. As of 31 December 2022, goodwill from the acquisition of Forma Therapeutics Holdings, Inc. is allocated to Rare disease based on a provisional purchase price allocation. No impairment of goodwill was recognised in 2022 or 2021 as the annual impairment test showed that the estimated recoverable amount in the forecast period exceeded the carrying amount of the cash-generating units to which goodwill was allocated.

Goodwill is monitored for impairment at the operating segment level, which is the lowest level CGU to which consolidated goodwill is allocated and monitored by Management. CGUs are therefore defined as Novo Nordisk's business segments, Diabetes and Obesity care and Rare disease. Fair value

less costs of disposal is estimated using an income-approach and is based on discounted cash flow projections. The applied post-tax discount rates for Diabetes and Obesity care and Rare diseases are 7.0% (Pre-tax discount rate of 8.3%). Cash flow projections are based on budgets approved by management. The forecast period for Diabetes and Obesity care, and Rare diseases is 9 years. The discounted cash flows from the forecast period significantly exceeds the carrying amount of goodwill.

The key assumptions and sensitivities are Novo Nordisk’s volume market share, growth rates, pricing, development of new markets and the success rate for introducing new products and treatments. Sensitivities are affected by external factors such as market- and generic competition, and price regulation.

The value assigned to key assumptions reflects past experience adjusted for market specific risks or expected changes. Fair value is determined using largely unobservable inputs.

Other intangible assets disclosures

Intangible assets with an indefinite useful life and intangible assets not yet available for use amount to DKK 28,013 million (DKK 22,690 million in 2021), primarily intellectual property rights and goodwill.

Intellectual property rights include DKK 5,546 million provisionally allocated to Etavopivat (please refer to note 5.3), DKK 4,648 million related to Ziltivekimab (DKK 4,612 million in 2021) and DKK 3,704 million related to Nedosiran (DKK 3,854 million in 2021), all of which are intangible assets under development.

In addition, intellectual property rights contain DKK 6,584 million related to Rybelsus (DKK 7,150 million in 2021), which has a remaining useful life of 12 years (13 years in 2021); and DKK 10,251 million (DKK 10,135 million in 2021) related to the RNAi technology platform, with a remaining useful life of 22 years (23 years in 2021).

Accounting policies

Research and development projects

Internal and subcontracted research costs are fully charged 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.

Payments to third parties under collaboration and licence agreements are assessed for the substance of their nature. Payments which represent subcontracted research and development work 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, and intellectual property rights, 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.

Recognition and measurement

Intangible assets are initially measured at cost, and are subsequently measured at cost less any accumulated amortisation and any impairment loss.

Goodwill and 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. Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products. Goodwill is allocated to operating segments based on expected future cash flow from products utilizing the synergies and know-how acquired.

For intellectual property rights acquired for research and development projects, upfront fees and acquisition costs are capitalised as the historical cost. Subsequent milestone payments payable on achievement of a contingent event will be capitalised when the contingent event is probable of being achieved. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Amortisation is based on the straight-line method over the estimated useful life. This corresponds to the legal duration or the economic useful life depending on which is shorter, and not exceeding 25 years in either case. The amortisation of intellectual property rights commences after regulatory approval has been obtained or when assets are put in use.

Amortisation of software is based on the straight-line method over the estimated useful life of 3-15 years. The amortisation commences when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by Management.


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Impairment test

Goodwill and intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment when indicators of impairment exist. They are tested annually, irrespective of whether there is any indication that they may be impaired. Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products.

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

– Realised sales trending below predicted sales

– Changes or anticipated changes in participation rates or
reimbursement policies

– Inconsistent or unfavourable clinical readouts

– Changes in the legal framework covering patents, rights and licences

– Advances in medicine and/or technology that affect the medical treatments

– 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.

If the carrying amount of intangible assets exceeds the recoverable amount based on the existence of one or more of the above indicators of an impairment, any impairment is measured based on discounted projected cash flows. Impairments on intangible assets, other than goodwill, are reviewed at each reporting date for possible reversal.

Key accounting estimates and judgements on intangible assets

Impairment tests are based on management’s projections and anticipated net present value of estimated future cash flows from marketable products.

When collaboration agreements contain elements of acquisition of intangible assets and research and development activities to be performed by the counterpart, management estimates the allocation of payments that should be deferred to the acquisition of intangible assets and prepaid research and development activities respectively.

3.2 Property, plant and equipment


DKK million	Land and buildings	Plant and machinery	Other equipment	Assets under construc-tion	Property, plant and equipment
2022
Cost at the beginning of the year	41,076	35,944	7,776	11,091	95,887
Additions from acquisition of businesses (note 5.3)	297	2	14	—	313
Additions during the year	706	143	645	13,160	14,654
Disposals during the year	(205)	(123)	(621)	(33)	(982)
Transfer and reclassifications	1,000	1,152	329	(2,481)	—
Effect of exchange rate adjustment	529	430	(29)	624	1,554
Cost at the end of the year	43,403	37,548	8,114	22,361	111,426
Depreciation and impairment losses at the beginning of the year	14,669	21,138	4,718	—	40,525
Depreciation for the year	2,245	1,793	916	—	4,954
Impairment losses for the year	3	10	3	33	49
Depreciation and impairment losses reversed on disposals during the year	(188)	(123)	(615)	(33)	(959)
Effect of exchange rate adjustment	52	117	17	—	186
Depreciation and impairment losses at the end of the year	16,781	22,935	5,039	—	44,755
Carrying amount at the end of the year	26,622	14,613	3,075	22,361	66,671
2021
Cost at the beginning of the year	37,509	31,503	6,876	10,798	86,686
Additions from acquisition of businesses (note 5.3)	522	—	57	3	582
Additions during the year	827	890	516	4,858	7,091
Disposals during the year	(359)	(148)	(305)	(41)	(853)
Transfer and reclassifications	1,529	3,078	468	(5,075)	—
Effect of exchange rate adjustment	1,048	621	164	548	2,381
Cost at the end of the year	41,076	35,944	7,776	11,091	95,887
Depreciation and impairment losses at the beginning of the year	12,936	19,444	4,037	—	36,417
Depreciation for the year	1,892	1,529	824	—	4,245
Impairment losses for the year	14	32	54	41	141
Depreciation and impairment losses reversed on disposals during the year	(365)	(140)	(305)	(41)	(851)
Effect of exchange rate adjustment	192	273	108	—	573
Depreciation and impairment losses at the end of the year	14,669	21,138	4,718	—	40,525
Carrying amount at the end of the year	26,407	14,806	3,058	11,091	55,362


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Depreciation and impairment losses
DKK million	2022	2021	2020
Cost of goods sold	3,229	2,836	2,729
Sales and distribution costs	424	409	403
Research and development costs	922	736	724
Administrative costs	408	386	433
Other operating income and expenses	20	19	18
Total depreciation and impairment losses	5,003	4,386	4,307
Of which related to leased assets	1,052	899	964

Capital expenditure in the reporting period was primarily related to investments in facility upgrades and new production facilities for active pharmaceutical ingredients (API) for diabetes products, mainly the new facilities in Kalundborg. The investments will establish additional capacity across the entire global value chain from manufacturing of API to assembly and packaging, with the vast majority being invested in API capacity. These expansions will provide capacity for the production of Novo Nordisk’s current and future oral and injectable products.


Leased property, plant and equipment
DKK million	2022	2021
Land and buildings	3,544	3,340
Other equipment	587	499
Total	4,131	3,839

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. In 2022, the total amount recognised in the income statement related to leases was DKK 1,491 million (DKK 1,303 million in 2021). The total cash outflow for leases amounted to DKK 1,438 million (DKK 1,275 million in 2021). As of 31 December 2022, the lease liability excludes potential lease payments of DKK 3,723 million (undiscounted) related to optional lease term extension rights on properties that were not considered reasonably certain to be exercised (DKK 2,209 million in 2021). Please refer to note 4.5 for a maturity analysis of lease payments.

Accounting policies

Property, plant and equipment is measured at historical cost less accumulated depreciations and any impairment loss. The cost of self-constructed assets includes costs directly 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.

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. 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.

If the lease liability is remeasured due to a change in future lease payments 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. For a description of accounting policies for lease liabilities, please refer to
note 4.9.

3.3 Inventories


DKK million	2022		2021
Raw materials	6,392		4,310
Work in progress	13,673		12,285
Finished goods	6,038		5,282
Total inventories (gross)	26,103		21,877
Write-downs at year-end	(1,715)		(2,256)
Total inventories (net)	24,388		19,621
Indirect production costs included in work in progress and finished goods	10,640		8,929
Share of total inventories (net)	44	%	46	%
Movements in inventory write-downs:
Write-downs at the beginning of the year	2,256		2,153
Write-downs during the year	1,110		883
Utilisation of write-downs	(1,482)		(661)
Reversal of write-downs	(169)		(119)
Write-downs at the end of the year	1,715		2,256

All write-downs in both 2022 and 2021 relate to fully impaired inventory.

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. 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 written down, until there is a high probability

of regulatory approval for the product. 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.


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3.4 Trade receivables


DKK million	Gross carrying amount	Loss allowance	Net carrying amount
2022
Not yet due	50,649	(920)	49,729
1-90 days	729	(113)	616
91-180 days	194	(77)	117
181-270 days	149	(51)	98
271-360 days	57	(57)	—
More than 360 days past due	302	(302)	—
Trade receivables	52,080	(1,520)	50,560
EMEA	9,486	(859)	8,627
China	1,138	—	1,138
Rest of World	5,297	(632)	4,665
North America Operations	36,159	(29)	36,130
Trade receivables	52,080	(1,520)	50,560
2021
Not yet due	40,274	(844)	39,430
1-90 days	1,132	(93)	1,039
91-180 days	212	(74)	138
181-270 days	87	(51)	36
271-360 days	63	(63)	—
More than 360 days past due	305	(305)	—
Trade receivables	42,073	(1,430)	40,643
EMEA	7,827	(852)	6,975
China	2,564	—	2,564
Rest of World	4,227	(558)	3,669
North America Operations	27,455	(20)	27,435
Trade receivables	42,073	(1,430)	40,643

Movements in allowance for doubtful trade receivables


DKK million	2022	2021
Carrying amount at the beginning of the year	1,430	1,380
Reversal of allowance on realised losses	(15)	(62)
Net movement recognised in income statement	212	102
Effect of exchange rate adjustment	(107)	10
Allowance at the end of the year	1,520	1,430

Novo Nordisk’s customer base is comprised of government agencies, wholesalers, retail pharmacies and other customers.

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. The country risk ratings in 2022 have overall remained unchanged from 2021.

No loss allowance has been recognised on trade receivables in factoring portfolios in 2022 and 2021. Please refer to note 4.3 for more info on 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 split 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.

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 Dun & Bradstreet country risk ratings and an individual assessment. Please refer to note 4.3 for a general description of credit risk.


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3.5 Provisions and contingent liabilities


DKK million	Provisions for sales rebates1	Provisions for legal disputes	Provisions for product returns	Other provi- sions2	2022 Total	2021 Total
At the beginning of the year	50,822	2,157	858	2,057	55,894	39,340
Additional provisions, including increases to existing provisions	206,354	437	591	333	207,715	157,164
Amount used during the year	(189,580)	(103)	(437)	(158)	(190,278)	(142,691)
Adjustments, including unused amounts reversed during the year	(1,141)	(245)	10	(292)	(1,668)	(970)
Effect of exchange rate adjustment	3,044	130	8	32	3,214	3,051
At the end of the year	69,499	2,376	1,030	1,972	74,877	55,894
Non-current liabilities3	322	2,028	412	1,828	4,590	4,374
Current liabilities	69,177	348	618	144	70,287	51,520
1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid, 340B drug pricing program and other types of US rebates, as well as rebates in a number of European countries and Canada. 2. Other provisions consists of various types of provisions, including obligations in relation to employee benefits such as jubilee benefits, company-owned life insurance, etc. 3. For non-current liabilities, provisions for sales rebates are expected to be settled after one year, provisions for product returns will be utilised in 2023 and 2024. 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 inherent uncertainties connected with these estimates.

Pending litigation against Novo Nordisk

In January 2021, Novo Nordisk made changes to its policy in the US related to facilitating delivery of its discounted medicines to commercial pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk is currently engaged in litigation against the government seeking a declaration that its 340B policy is consistent with relevant US laws. On 30 January 2023, the U.S. Court of Appeals for the Third Circuit issued a ruling holding that Novo Nordisk’s drug distribution policy meets the requirements of the 340B statute. This ruling, as well as other expected rulings in related matters pending before the U.S. Courts of Appeals for the Seventh and DC Circuits, may be subject to further discretionary appellate review before the US Supreme Court. Depending on the outcome of any subsequent appeals in this and related matters, there may be a material impact on Novo Nordisk’s financial position, net sales and cash flow.

Mosaic Health Inc. and Central Virginia Health Services, Inc. (both 340B covered entities) filed a putative class action lawsuit in NY Federal Court against Novo Nordisk US, Eli Lilly, Sanofi and AstraZeneca alleging a conspiracy among the manufacturers to artificially fix prices of diabetes medications through changes to their policies relating to the distribution of 340B drugs through contract pharmacy arrangements. The lawsuit was subsequently dismissed by the Court on 2 September 2022, and the plaintiffs have sought leave to file an amended complaint. Novo Nordisk does not expect this matter to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Novo Nordisk is currently defending fourteen lawsuits, including three putative class actions, relating to the pricing of diabetes medicines. Four of these cases are pending in New Jersey federal court; four are pending in federal courts in Mississippi, Arkansas, Montana and New York and the remaining six are pending in state courts in Kansas, Illinois, Kentucky, California, Missouri and Puerto Rico. All pending matters also name as defendants Eli Lilly and Company and Sanofi, 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 US 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 in 2015 by a former Novo Nordisk US employee (the “Relator”) in the Western District of Oklahoma. 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. In 2019, the DOJ and 28 state AGs declined to intervene in the Relator’s lawsuit. The State of Washington chose to intervene, and a consolidated complaint was filed and unsealed by the court on 28 May 2020. Novo Nordisk moved to dismiss the complaint, which resulted in certain claims being dismissed and certain claims remaining at this stage of the case. This matter is in the early stages of discovery and 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
Novo Nordisk US has received Civil Investigative Demands (CIDs) or subpoenas from several US authorities including Attorneys General from the states of Washington, New Mexico, New York, Colorado, Vermont, Illinois, Texas, Ohio and the US Federal Trade Commission that call for the production of documents and information relating to, among other things, the company’s trade practices relating to its insulin and GLP-1 products. Novo Nordisk is cooperating with the relevant government authorities in each of these investigative matters and does not expect these matters to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

In December 2021, Novo Nordisk US received a CID from the United States Department of Justice relating to the company’s financial relationships with healthcare professional and prescriptions for Ozempic® and Rybelsus® during the period of 1 January 2016 to present. Novo Nordisk is cooperating with Department of Justice in this investigation and does not expect this matter 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 has responded to the various committees in response to their requests. Novo Nordisk does not expect the inquiries to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.


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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 nor 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 Management's interpretation of applicable laws and regulations, 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 estimates regarding ongoing legal disputes, litigation and investigations

Provisions for legal disputes consist of various types of provisions 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 counsel 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.


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Section 4
Capital structure and financial items

4.1 Distribution to shareholders


DKK million	2022	2021	2020
Interim dividend for the year	9,613	8,021	7,570
Dividend for prior year	15,690	13,496	12,551
Share repurchases for the year	24,086	19,447	16,855
Total	49,389	40,964	36,976

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.

The net cash distribution to shareholders in the form of dividends and share repurchases amounts to DKK 49,389 million, compared with a free cash flow of DKK 57,362 million.

The total dividend for 2022 amounts to DKK 27,950 million (DKK 12.40 per share). The 2022 final dividend of DKK 18,337 million (DKK 8.15 per share) is expected to be distributed pending approval at the Annual General Meeting. The interim dividend of DKK 9,613 million (DKK 4.25 per share) was paid in August 2022. The total dividend for 2021 was DKK 23,711 million (DKK 10.40 per share), of which the final dividend of DKK 15,690 million (DKK 6.90 per share) was paid in March 2022. No dividend is declared on treasury shares.

Novo Nordisk's dividend pay-outs are complemented by share repurchase programmes.

4.2 Share capital, Treasury shares and Other reserves


Development in number of shares
Million shares	A shares	B shares	Total
Shares beginning of 2021	537	1,813	2,350
Shares cancelled in 2021	—	(40)	(40)
Outstanding shares end of 2021	537	1,773	2,310
Shares cancelled in 2022	—	(30)	(30)
Outstanding shares end of 2022	537	1,743	2,280

Each A share of DKK 0.2 per share carries 200 votes and each B share of DKK 0.2 per share carries 20 votes. At the end of 2022, the share capital amounted to DKK 107 million in A share capital (DKK 107 million in 2021 and 2020) and DKK 349 million in B share capital (DKK 355 million in 2021 and DKK 363 million in 2020).


Treasury shares		2022	2021
	Market value, DKK million	Number of B shares (million)	Number of B shares (million)
Holding at the beginning of the year	22,858	31.1	37.5
Cancellation of treasury shares	(22,050)	(30.0)	(40.0)
Released allocated shares to employees	(1,350)	(1.8)	(1.1)
Purchase during the year	24,086	30.8	34.7
Value adjustment	4,698	—	—
Holding at the end of the year	28,242	30.1	31.1

At the end of 2022, the holding of treasury shares amounted to 1.3% of the total outstanding shares (1.3% of the outstanding shares in 2021). 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 and restricted stock units to employees. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.2 per share. Differences between this amount and the amount paid to acquire or received for disposing of treasury shares are deducted directly in retained earnings.

The purchase of treasury shares during the year relates to the remaining part of the 2021 share repurchase programme, totalling DKK 1.6 billion and the DKK 24 billion Novo Nordisk B share repurchase programme for 2022, of which DKK 1.5 billion was outstanding at year-end. The programme ended on 30 January 2023.


Specification of Other reserves
DKK million	Exchange rate ad- justments	Cash flow hedges	Tax and other items	Total
2020
Reserve at the beginning of the year	(839)	(329)	474	(694)
Other comprehensive income, net	(1,689)	1,713	(567)	(543)
Transferred to intangible assets	—	418	(92)	326
Reserve at the end of the year	(2,528)	1,802	(185)	(911)
2021
Other comprehensive income, net	1,624	(3,557)	1,117	(816)
Transferred to intangible assets	—	15	(2)	13
Reserve at the end of the year	(904)	(1,740)	930	(1,714)
2022
Other comprehensive income, net	2,289	2,766	(892)	4,163

Reserve at the end of the year	1,385	1,026	38	2,449

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. As of 31 December 2022, distributable reserves total DKK 63,136 million (DKK 51,114 million in 2021), corresponding to the parent company's retained earnings and reserve for cash flow hedges and exchange rate adjustments.


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4.3 Financial risks

Management has assessed the following key financial risks:


Type			Financial risk
Foreign exchange risk			High
Credit risk			Low
Interest rate risk			Low
Liquidity risk			Low

Novo Nordisk has a centralised management of the Group's financial risks. The overall objectives and policies for the company's financial risk management are outlined in the 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 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 CAD, while the EUR exchange rate risk is regarded as low because of Denmark's fixed exchange rate policy towards EUR.

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.

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. 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. Management has chosen to classify the result of hedging activities as part of financial items.


Key currencies
	USD	CNY	JPY	CAD	GBP
Average exchange rate applied (DKK per 100)
2022	708	105	5.40	543	873
2021	629	97	5.73	502	865
2020	654	95	6.13	488	839
Year-end exchange rate applied (DKK per 100)
2022	697	101	5.29	515	838
2021	657	103	5.70	517	885
2020	606	93	5.88	474	824

Foreign exchange rate sensitivity analysis

At year-end, an immediate 5% decrease in the disclosed currencies versus DKK and EUR is estimated by Management to have the following impact on Novo Nordisk's operating profit for the next 12 months.


Sensitivity on operating profit of an immediate 5% decrease in key currencies1
DKK million	USD	CNY	JPY	CAD	GBP
2023	(3,180)	(500)	(240)	(320)	(160)
2022	(2,350)	(360)	(230)	(200)	(120)
1. An immediate 5% increase would have the opposite impact of the above.

As per the end of 2022, a positive market value of financial contracts related to hedging of foreign exchange risk of DKK 1,026 million has been deferred for recognition in 2023 (In 2021 a negative market value of DKK 1,740 million was deferred for recognition in 2022).


Sensitivity of an immediate 5% decrease in currency rates on 31 December versus DKK and EUR2
DKK million	2022	2021
Sensitivity of all currencies
Income statement	(37)	(113)
Other comprehensive income	3,431	2,677
Total	3,394	2,564
Hereof sensitivity of USD
Income statement	150	87
Other comprehensive income	2,923	2,218
Total	3,073	2,305
2. An immediate 5% increase would have the opposite impact of the above.

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 and foreign exchange forwards. Anticipated currency transactions, investments in foreign subsidiaries and non-current assets are not included.


Financial contracts coverage at year end
Months	USD	CNY3	JPY	CAD	GBP
2022	12	0	12	9	11
2021	12	0	12	9	11
3. Chinese yuan traded offshore (CNH) is used to hedge Novo Nordisk's CNY currency exposure.

The table above shows financial contracts existing at year-end to cover the expected future cash flow for the disclosed number of months. During 2022, the hedging horizon varied between 9 and 12 months for USD, JPY, CAD and GBP. Average hedge rate for USD cash flow hedges is 696 at the end of 2022 (628 at the end of 2021).


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Credit risk

Credit risk arises from the possibility that transactional counterparties
may default on their obligations, causing financial losses for the Group.

Credit risk exposure to financial counterparties


Credit exposure for cash at bank, marketable securities and derivative financial instruments (fair value)
DKK million	Cash at bank	Marketable securities	Derivative financial instruments	Total
2022
AAA range	6	10,797	—	10,803
AA range	5,507	—	963	6,470
A range	6,550	124	1,764	8,438
BBB range	124	—	—	124
Not rated or below BBB range	466	—	—	466
Total	12,653	10,921	2,727	26,301
2021
AAA range	477	6,765	—	7,242
AA range	3,726	—	585	4,311
A range	5,637	—	1,105	6,742
BBB range	23	—	—	23
Not rated or below BBB range	857	—	—	857
Total	10,720	6,765	1,690	19,175

Novo Nordisk considers its maximum credit exposure to financial counterparties to be DKK 26,301 million (DKK 19,175 million in 2021). 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 52,714 million (DKK 43,425 million in 2021). Please refer to note 4.9 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 rating agencies: Standard and Poor's, Moody's and Fitch. Furthermore, maximum credit lines defined for each counterparty diversify the overall counterparty risk. The credit risk on

marketable securities is low, as investments are made in highly liquid bonds with predominantly AAA credit ratings.

Credit risk exposure to non-financial counterparties

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.

Trade receivable programmes

At year-end, the Group had derecognised receivables without recourse having due dates after 31 December 2022 amounting to:


DKK million	2022	2021	2020
US	1,394	1,313	1,817
Japan	2,273	2,453	2,351

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.

Please refer to note 3.4 for the split of allowance for trade receivables by geographical segment.

Interest rate risk

Novo Nordisk’s exposure to interest rate risk is considered to be low due to the capital structure. Non-current debt consists of fixed rate instruments. Interest rate risk on marketable securities of DKK 10,921 million is considered low due to a low portfolio duration.

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.

Financial reserves comprise the sum of cash and cash equivalents at the end of the year, marketable securities with original term to maturity exceeding three months 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.


Financial reserves
DKK million	2022	2021	2020
Cash and cash equivalents (note 4.6)	12,653	10,719	12,226
Marketable securities	10,921	6,765	—
Undrawn committed credit facility4	11,527	11,526	11,531
Undrawn bridge facility5	—	—	5,577
Borrowings (Note 4.5)	(480)	(12,861)	(576)
Financial reserves	34,621	16,149	28,758
4. The undrawn committed credit facility comprises a EUR 1,550 million facility (EUR 1,550 million in 2021 and EUR 1,550 million in 2020) committed by a portfolio of international banks. The facility matures in 2025. 5. For 2020, the undrawn bridge facility comprises the EUR 750 million (DKK 5,577 million) undrawn portion of EUR 1,500 million bridge facility.


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4.4 Derivative financial instruments


Derivative financial instruments	2022			2021
DKK million	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
Forward contracts USD1	59,292	1,591	907	42,351	17	1,667
Forward contracts JPY, GBP and CAD	10,677	373	31	9,032	32	122
Forward contracts, cash flow hedges	69,969	1,964	938	51,383	49	1,789
Forward contracts USD1	38,432	639	1,942	30,909	1,607	284
Forward contracts CNH, CAD, EUR, GBP and JPY	4,111	124	23	7,361	34	111
Forward contracts, fair value hedges	42,543	763	1,965	38,270	1,641	395
Total derivative financial instruments	112,512	2,727	2,903	89,653	1,690	2,184
Recognised in the income statement		763	1,965		1,641	395
Recognised in other comprehensive income		1,964	938		49	1,789
1. Average hedge rate for USD cash flow hedges is 696 at the end of 2022 (628 at the end of 2021) and average hedge rate for USD fair value hedges is 714 at the end of 2022 (628 at the end of 2021).

The fair value of cash flow hedges at year-end 2022, a gain of DKK 1,026 million, has been recognised in other comprehensive income.

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. There is no expected ineffectiveness at 31 December 2022, primarily because hedging instruments match currencies of hedged cash flows.

Use of derivative financial instruments

The derivative financial instruments are used to manage the exposure to foreign exchange risk. None of the derivatives are held for trading. Novo Nordisk uses forward exchange contracts to hedge forecast transactions, assets and liabilities.

Net investments in foreign subsidiaries are currently not hedged.

Accounting policies

On initiation of the contract, Novo Nordisk designates each derivative financial contract that qualifies for hedge accounting as one of:

– 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 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.

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 forecasted transaction is ultimately recognised in the income statement. When a forecasted 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.

For additional disclosures on accounting policies for financial instruments please refer to note 4.9.


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4.5 Borrowings


Contractual undiscounted cash flows					2022
DKK million	Leases	Issued Euro-bonds	Loans	Bank over-drafts1	Total
2022
Within 1 year	1,088	—	—	480	1,568
1-3 years	1,566	8,556	—	—	10,122
3-5 years	923	3,707	—	—	4,630
More than 5 years	1,416	8,512	—	—	9,928
Total	4,993	20,775	—	480	26,248
Carrying amount end of the year	4,529	20,775	—	480	25,784
Non-current liabilities	3,543	20,775	—	—	24,318
Current liabilities	986	—	—	480	1,466
2021
Within 1 year	946	—	12,503	359	13,808
1-3 years	1,475	4,854	—	—	6,329
3-5 years	942	—	—	—	942
More than 5 years	1,266	4,800	—	—	6,066
Total	4,629	9,654	12,503	359	27,145
Carrying amount end of the year	4,129	9,654	12,503	359	26,645
Non-current liabilities	3,307	9,654	—	—	12,961
Current liabilities	822	—	12,503	359	13,684


Issuance of Eurobonds		Nominal value in millions
Interest	Maturity	EUR	DKK
0.000% Fixed	Jun 2024	650	4,834
0.750% Fixed	Mar 2025	500	3,718
1.125% Fixed	Sep 2027	500	3,718
0.125% Fixed	Jun 2028	650	4,834
1.375% Fixed	Mar 2030	500	3,718


Reconciliation of liabilities arising from financing activities
					Non-cash movements
DKK million	Beginning of the year		Re-payments	Proceeds	Additions2	Disposals	Exchange rates	Other	End of the year
2022
Lease liabilities		4,129	(998)	—	1,358	(1)	43	(2)	4,529
Issued Eurobonds		9,654	—	11,120	—	—	(2)	3	20,775
Loans		12,503	(12,623)	—	—	—	120	—	—
Bank overdrafts1		358	(2)	95	—	—	27	2	480
Liabilities arising from financing activities		26,644	(13,623)	11,215	1,358	(1)	188	3	25,784
Bank overdrafts1		1	(1)	—	—	—	—	—	—
Total borrowings		26,645	(13,624)	11,215	1,358	(1)	188	3	25,784
2021
Lease liabilities		3,672	(874)	—	1,183	—	146	2	4,129
Issued Eurobonds		—	—	9,657	—	—	—	(3)	9,654
Loans		5,577	(5,577)	12,503	—	—	—	—	12,503
Bank overdrafts1		576	(238)	—	—	—	17	3	358
Liabilities arising from financing activities		9,825	(6,689)	22,160	1,183	—	163	2	26,644
Bank overdrafts1		531	(527)	—	—	—	—	(3)	1
Total borrowings		10,356	(7,216)	22,160	1,183	—	163	(1)	26,645
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021). 2. Includes additions from acquisitions of businesses.

Eurobonds

In 2022, three tranches with aggregate principal amount of EUR 1.5 billion corresponding to DKK 11.1 billion were launched under the programme. Net proceeds of the issuances have been used for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc. in 2021. In 2021, two tranches with an aggregate principal amount of EUR 1.3 billion corresponding to DKK 9.7 billion were launched. Net proceeds of the issuances have been used by Novo Nordisk for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Emisphere Technologies Inc. in 2020. Issued Eurobonds are listed on Euronext Dublin. The total fair value of issued Eurobonds amounts to DKK 18.7 billion (DKK 9.6 billion in 2021).

Sale and repurchase agreement

In 2021, as part of bridge funding the acquisition of Dicerna Pharmaceuticals, Inc., Novo Nordisk entered into a sale and repurchase agreement of marketable securities (REPO). On 31 December 2021, the carrying amount of the assets transferred was DKK 5,937 million, and the

associated liabilities amounted to DKK 5,937 million. The repurchase was fixed, and Novo Nordisk therefore retained full exposure from fair value

changes of the marketable securities. Therefore, the transaction was treated as a collateralised lending arrangement. The marketable securities were repurchased in 2022.


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Accounting policies

The lease liabilities 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. Lease liabilities are 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. The lease liability is subsequently remeasured to reflect changes in future lease payments, e.g. changes in lease terms. Issued bonds, loans and bank overdrafts are initially recognised at the fair value of the proceeds received less transaction costs. In subsequent periods these are measured at amortised cost using the effective interest method. The difference between the proceeds received and the nominal value is recognised in financial income or financial expenses over the term of the loan. Where substantially all the risks and rewards of ownership are retained in financial assets that have been transferred, the assets are not derecognised and the proceeds obtained are recognised as a financial liability. For fair value determination please refer to note 4.9.

4.6 Cash and cash equivalents


DKK million	2022	2021	2020
Cash at bank (note 4.3)	12,653	10,720	12,757
Borrowings1 (note 4.5)	—	(1)	(531)
Cash and cash equivalents	12,653	10,719	12,226
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021).

Cash and cash equivalents at 31 December 2022 includes DKK 458 million that is restricted (DKK 1,123 million in 2021). The restricted cash balance relates to subsidiaries in which availability of currency for remittance of funds is temporarily scarce.

Accounting policies

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.

4.7 Other non-cash items


DKK million	2022	2021	2020
Reversals of non-cash income statement items
Interest income and interest expenses, net (note 4.10)	139	58	53
Capital gain/(loss) on investments, net, etc. (note 4.10)	124	(340)	195
Result of associated companies (note 4.10)	189	24	(149)
Share-based payment costs (note 5.1)	1,539	1,040	823
Increase/(decrease) in provisions (note 3.5) and retirement benefit obligations	19,080	16,581	3,605
Other	1,239	(4,354)	3,322
Total other non-cash items	22,310	13,009	7,849

4.8 Change in working capital


DKK million	2022	2021	2020
Inventories	(4,767)	(1,085)	(895)
Trade receivables	(9,917)	(12,909)	(2,822)
Other receivables and prepayments	(968)	(469)	(419)
Trade payables	6,717	3,153	(641)
Other liabilities	4,006	2,595	1,274
Adjustment for payables related to non-current assets	(1,567)	(15)	879
Adjustment related to acquisition of businesses	(143)	(1,409)	—
Change in working capital including exchange rate adjustments	(6,639)	(10,139)	(2,624)
Exchange rate adjustments	1,303	1,483	(1,729)
Cash flow change in working capital	(5,336)	(8,656)	(4,353)


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4.9 Financial assets and liabilities


Financial assets by category
DKK million	2022	2021
Other financial assets	559	553
Marketable securities	10,921	6,765
Financial assets at fair value through the income statement	11,480	7,318
Derivative financial instruments (note 4.4)	2,727	1,690
Derivatives used as hedging instruments (assets)	2,727	1,690
Other financial assets	457	363
Trade receivables (note 3.4)	16,593	15,036
Other receivables and prepayments (current and non-current)	6,211	5,304
– less prepayments and VAT receivables	(5,073)	(3,438)
Cash at bank (note 4.6)	12,653	10,720
Financial assets at amortised cost	30,841	27,985
Trade receivables in a factoring portfolio	33,967	25,607
Financial assets at fair value through other comprehensive income	33,967	25,607
Total financial assets at the end of the year by category	79,015	62,600

Financial liabilities by category
Derivative financial instruments (note 4.4)	2,903	2,184
Derivatives used as hedging instruments (liability)	2,903	2,184
Borrowings (non-current) (note 4.5)	24,318	12,961
Borrowings (current) (note 4.5)	1,466	13,684
Trade payables	15,587	8,870
Other liabilities (non-current)	100	360
Other liabilities (current)	23,606	19,600
– less VAT and duties payable	(875)	(590)
Financial liabilities measured at amortised cost	64,202	54,885
Total financial liabilities at the end of the year by category1	67,105	57,069
1. Please refer to note 4.5 for a maturity analysis for non-current and current borrowings.

Financial assets with the exception of other financial assets and the non-current part of other receivables and prepayments (DKK 206 million in 2022, DKK 267 million in 2021) are all due within one year. Other financial assets at amortised cost include DKK 433 million which are due in more than five years (DKK 335 million in 2021). Other financial assets measured at fair value through the income statement are minor shareholdings.


Fair value measurement hierarchy
DKK million	2022	2021
Active market data	11,288	7,169
Directly or indirectly observable market data	2,727	1,690
Not based on observable market data	34,159	25,756
Total financial assets at fair value	48,174	34,615
Active market data	—	—
Directly or indirectly observable market data	2,903	2,184
Not based on observable market data	—	—
Total financial liabilities at fair value	2,903	2,184

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 2022 or 2021. Disclosed fair value of issued Eurobonds are based on 'Active market data'. 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, please refer to notes 4.3 and 4.4.

Accounting policies

Depending on purpose, Novo Nordisk classifies financial instruments into the following categories:

– Financial assets at fair value through the income statement

– Financial assets used as hedging instruments

– Financial assets at amortised cost

– Financial assets at fair value through other comprehensive income

– Financial liabilities used as hedging instruments

– Financial liabilities at amortised cost

Management determines the classification of its financial instruments 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

Financial assets at fair value through the income statement consist of equity investments and marketable securities. These financial instruments are initially recognised at fair value. Equity investments are included in other financial assets. Net gains and losses arising from changes in the fair value of equity instruments and marketable securities are recognised in the income statement as financial income or expenses. For a description of accounting policies on derivative financial instruments designated to hedge accounting, please refer to note 4.4.

Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements.

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. These are initially measured at fair value less transaction costs, except for trade receivables that are initially measured at the transaction price. Subsequently, they are measured at amortised cost using the effective interest method less impairment. For a description of accounting policies on trade receivables, please refer to note 3.4.

Purchases and sales of financial assets are recognised on the settlement date. 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 substantially transferred all the risks and rewards of ownership.

Financial liabilities at fair value through the income statement consist of financial derivative instruments.

Financial liabilities at amortised cost consist of borrowings (loans, issued Eurobonds, bank overdrafts and lease liabilities), trade payables and other liabilities (primarily employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue). Other liabilities primarily comprises employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue. These are initially recognised at the fair value of the proceeds received less transaction costs. The difference between the proceeds received and the nominal value is recognised in financial expenses over the term of the loan using the effective interest method. For initial recognition of lease liabilities refer to note 4.5.

Financial liabilities are derecognised when the obligation is repaid, cancelled or expires.


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Fair value measurement

If an active market exists, the fair value of a financial instrument 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. 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. The fair value of such financial instruments are determined on the basis of quoted market prices of financial instruments traded in active markets. 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 input are used to measure the fair value.

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.

4.10 Financial income and expenses


Financial income
DKK million	2022	2021	2020
Financial income
Interest income1	239	231	337
Foreign exchange gain (net)	—	—	1,142
Financial gain from forward contracts (net)	—	2,316	—
Capital gain on investments, etc.	—	340	—
Result of associated companies	—	—	149
Total financial income	239	2,887	1,628
Financial expenses
Interest expenses1	378	289	390
Foreign exchange loss (net)	2,885	1,972	—
Financial loss from forward contracts (net)	1,766	—	1,889
Capital loss on investments, etc.	124	—	195
Capital loss on marketable securities	463	44	—
Result of associated companies	189	24	—
Other financial expenses	181	122	150
Total financial expenses	5,986	2,451	2,624
1. Total interest income and expenses is measured at amortised cost for financial assets and liabilities.


Financial impact from forward contracts, specified
DKK million	2022	2021	2020
Income/(loss) transferred from other comprehensive income	(1,740)	1,802	(329)
Value adjustment of transferred contracts	(3,772)	(1,411)	79
Unrealised fair value adjustments of forward contracts2	(1,202)	1,246	(835)
Realised foreign exchange gain/(loss) on forward contracts	4,948	679	(804)
Financial income/(expense) from forward contracts	(1,766)	2,316	(1,889)
2. Please refer to note 4.4 Derivative financial instruments for information on open fair value hedge contracts at 31 December.

Accounting policies

As described in note 4.3, Management has chosen to classify the result of hedging activities as part of financial items in the income statement except for foreign currency-risk cash flow hedges 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.


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Section 5

Other disclosures

5.1 Share-based payment schemes


Share-based payment expensed in the income statement
DKK million	2022	2021	2020
Restricted stock units to employees	265	189	189
Long-term share-based incentive programme (Management Board)1	250	234	162
Long-term share-based incentive programme (management group below Management Board)	819	598	436
Shares allocated to individual employees	205	19	36
Share-based payment expensed in the income statement	1,539	1,040	823
1. In 2021, Novo Nordisk introduced a new share-based compensation programme with terms, which amortises the grant date valuation over three years (2019 and 2020 programmes were amortised over four years). The 2022 expense includes amortisation of the 2019, 2020, 2021 and 2022 programmes.


Outstanding restricted stock units (million)	Restricted stock units to employees			Shares for Management Board			Shares for management group below Management Board			Shares allocated to individual employees			Total
	2022	2021	2020	2022	2021	2020	2022	2021	2020	2022	2021	2020	2022	2021	2020
Outstanding at the beginning of the year	2.0	2.1	2.1	2.2	1.8	1.3	5.5	4.5	3.2	0.2	0.2	0.3	9.9	8.6	6.9
Released allocated shares	(0.0)	(0.1)	(0.0)	(0.5)	(0.3)	(0.1)	(1.2)	(0.6)	(0.2)	(0.1)	(0.1)	(0.1)	(1.8)	(1.1)	(0.4)
Cancelled allocated shares	—	—	—	(0.1)	0.0	(0.0)	(0.2)	(0.3)	(0.1)	(0.0)	(0.0)	(0.0)	(0.3)	(0.3)	(0.1)
Allocated in the year	0.4	—	—	0.4	0.5	0.4	1.7	1.6	1.0	0.4	0.1	—	2.9	2.2	1.4
Performance adjustment2	—	—	—	—	0.2	0.2	—	0.3	0.6	—	—	—	—	0.5	0.8
Outstanding at the end of the year	2.4	2.0	2.1	2.0	2.2	1.8	5.8	5.5	4.5	0.5	0.2	0.2	10.7	9.9	8.6
2. The number of shares for Management Board and management group below Management Board has been adjusted as the targets set by the Board are expected to be exceeded for the 2019, 2020, 2021 and 2022 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 31 January 2023, the Board of Directors approved an interim allocation of 0.4 million Novo Nordisk B shares to the members of the Management Board for the 2022 financial year. The number of shares is periodically estimated based on long-term incentive performance. The final number of shares allocated for the 2022 programme is to be decided at the end of the performance period in 2024. The value at launch of the programme (adjusted for expected dividends) was DKK 234 million.

The cost of the 2022 programme is amortised over the vesting period of 2022-2024 at an annual amount of DKK 78 million. The maximum share allocation cannot exceed 26 months' base salary for the CEO, 19.5 months' base salary for executive vice presidents and up to 15.6 months' base salary for senior vice presidents. Financial targets are set by the Board for a three-year period, while every year the Board sets the non-financial targets, with the first time having been in February 2022 for the year 2022.

The grant date of the programme was February 2022, and the share price used for the determining the grant date fair value of the award was the average share price for Novo Nordisk B shares on Nasdaq Copenhagen in the period 2-16 February 2022, adjusted for the expected dividend (DKK 639). 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 for 2019 were released to the individual participants subsequent to approval of the 2022 Annual Report by the Board of Directors and after the announcement of the 2022 full-year financial results on 1 February 2023. The shares allocated correspond to a value at launch of the programme of DKK 152 million, expensed over the vesting period of 2019-2022. The number of shares to be transferred (0.6 million shares) is higher than the original number of shares allocated, as the average sales growth in the three-year vesting period was above the maximum performance target set by the Board and consequently, the number of shares increased by 30%.

All restricted stock units and shares allocated to Management are settled by treasury shares at the time of vesting.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			81


General terms and conditions of 2020-2022 programmes
	Shares for Management Board		Shares for management group below Management Board			Shares allocated to individual employees
		2022	2021	2020	2022	2021	2020	2022	2021	2020
Number of shares awarded in the year (million)		0.4	0.5	0.4	1.7	1.6	1.0	0.4	0.1	0.0
Value per share at launch (DKK)		639	423	411	639	423	411	743	538	391
Total market value at year-end (DKK million)		234	223	152	1,062	649	416	316	71	17
Performance and vesting period		2022 to 2024	2021 to 2023	2020 to 2023	2022 to 2024	2021 to 2023	2020 to 2023	2022 to 2025	2021 to 2024	2020 to 2023
Allocated to recipients		Feb 2025	Feb 2024	Feb 2024	Feb 2025	Feb 2024	Feb 2024	2025	2024	2023
Amortisation period		3 years	3 years	4 years	3 years	3 years	4 years	3 years	3 years	3 years

Management group below the Management Board

The management group below the Management Board has a share-based incentive programme with similar performance criteria. For 2022, a total of 1.7 million shares have currently been allocated to this group, corresponding to a value at launch of the programme adjusted for expected dividends of DKK 1,062 million. The number of shares is periodically estimated based on long-term incentive performance. The final number of shares allocated for the 2022 programme is decided at the end of the performance period in 2024. The cost of the 2022 programme is amortised over the vesting period of 2022-2024 at an annual amount of DKK 354 million. Financial targets are set by the Board for a three-year period, while every year the Board sets the non-financial targets.

The shares allocated for 2019 were released to the individual participants subsequent to approval of the 2022 Annual Report by the Board of Directors and after the announcement of the 2022 full-year financial results on 1 February 2023. The shares allocated correspond to a value at launch of the programme of DKK 387 million amortised over the period 2019-2022. The number of shares to be transferred (1.5 million shares) is higher than the original number of shares allocated, as the average sales growth in the three-year vesting period was above the maximum performance target set by the Board and consequently the number of shares increased by 30%.

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 performance and 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.

5.2 Commitments


Contractual obligations not recognised in the balance sheet
DKK million (Undiscounted)	Current	Non-current	Total
2022
Leases1	205	1,641	1,846
Research and development obligations	5,988	7,582	13,570
Research and development – potential milestone payments2	376	5,011	5,387
Commercial product launch – potential milestone payments2	—	7,598	7,598
Purchase obligations relating to investments in property, plant and equipment	1,696	1,427	3,123
Other purchase obligations	18,762	14,366	33,128
Total obligations not recognised in the balance sheet	27,027	37,625	64,652
2021
Leases1	145	636	781
Research and development obligations	4,196	6,357	10,553
Research and development – potential milestone payments2	771	4,220	4,991
Commercial product launch – potential milestone payments2	—	5,966	5,966
Purchase obligations relating to investments in property, plant and equipment	545	—	545
Other purchase obligations	13,407	5,998	19,405
Total obligations not recognised in the balance sheet	19,064	23,177	42,241
1. Predominantly relates to estimated variable property taxes, leases committed but not yet commenced and low value leases. 2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			82

Contractual obligations

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 purchase obligations related to investments in property, plant and equipment primarily relates to production capacity expansion projects. Novo Nordisk expects to fund these commitments with existing cash and cash flow from operations.

The contractual obligations not recognised in the balance sheet represent contractual payments and are not discounted and are not risk-adjusted.

Other guarantees

Other guarantees amount to DKK 1,222 million (DKK 1,251 million in 2021). Other guarantees primarily relate to performance guarantees issued by
Novo Nordisk.

5.3 Acquisition of businesses


Fair value recognised at date of acquisition
	2022	2021
DKK million	Forma Thera- peutics	Dicerna Pharma-ceuticals
Intellectual property rights	5,766	18,687
Other intangible assets	492	24
Financial assets	77	31
Marketable securities	1,470	861
Cash	1,027	3,033
Deferred tax assets (liabilities), net	(1,233)	(3,480)
Other net assets	(21)	(1,468)
Net identifiable assets acquired	7,578	17,688
Goodwill	524	4,346
Purchase price	8,102	22,034
Settlement of pre-existing relationship	—	(145)
Fair value of existing shareholdings	—	(573)
Consideration transferred	8,102	21,316
Cash acquired	(1,027)	(3,033)
Cash used for acquisition of businesses	7,075	18,283

Business combinations in 2022

On 14 October 2022, Novo Nordisk acquired all outstanding shares of the publicly held US company Forma Therapeutics Holdings, Inc. at a price of 20 USD per share via a cash tender offer, equal to a total purchase price of DKK 8,102 million. Novo Nordisk had no pre-acquisition ownership stake in, or pre-existing collaboration with Forma Therapeutics Holdings, Inc.

About Forma Therapeutics Holdings, Inc.

Forma Therapeutics Holdings, Inc., including its two fully owned subsidiaries Forma Therapeutics, Inc. and Forma Securities Corp, (Collectively Forma Therapeutics) is a clinical-stage biopharmaceutical company focused on the research, development and commercialization of novel therapeutics to transform the lives of patients with rare haematological diseases.

Strategic rationale

The acquisition of Forma Therapeutics, including its lead development candidate, etavopivat, is aligned with Novo Nordisk’s strategy to complement and accelerate its scientific presence and pipeline in haemoglobinopathies, a group of disorders in which there is abnormal production or structure of the haemoglobin protein in the red blood cells. Etavopivat, an investigational oral, once-daily, selective pyruvate kinase-R (PKR) activator, is being developed to improve anaemia and red blood cell health in people with sickle cell disease (SCD), a seriously debilitating, life-threatening and life shortening disease.

Details of the acquisition

The purchase price allocated to goodwill, intellectual property rights, other intangible assets, and deferred tax assets and liabilities, is considered provisional due to uncertainty on key assumptions which require detailed analysis which has not been possible to conclude as of 31 December 2022. Adjustments may be applied to the purchase price allocation for a period of up to 12 months from the acquisition date.

The goodwill is primarily attributable to the highly-skilled workforce in place at Forma Therapeutics. The goodwill is fully allocated to the rare disease business segment and is not deductible for tax purposes.

Transaction costs of DKK 51 million are included in other operating income and expenses in the income statement for 2022.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			83

Business combinations in 2021

On 28 December 2021, Novo Nordisk acquired all outstanding shares of
the publicly held US company Dicerna Pharmaceuticals, Inc. via a cash
tender offer. Before the acquisition, Novo Nordisk held 2.9% of the shares in Dicerna Pharmaceuticals, Inc. at a fair value of DKK 573 million.

The total purchase price amounts to DKK 22,034 million, which has been settled by the fair value of existing shareholdings of DKK 573 million, settlement of a pre-existing relationship of DKK 145 million and a cash consideration of DKK 21,316 million.

The goodwill is primarily attributable to the highly-skilled workforce and expected synergies generated from Novo Nordisk's know-how and commercialisation abilities within protein and peptide based medicines and Dicerna Pharmaceuticals, Inc.’s know-how within RNAi technology. The goodwill is not deductible for tax purposes.

Transaction costs of DKK 124 million are included in other operating income and expenses in the income statement for 2021.

At end of 2021, the purchase price allocation for the acquisition of Dicerna Pharmaceuticals, Inc. was provisional. The allocation was finalised in 2022 without any adjustments.

Accounting policies

The acquisition method of accounting is used to account for all business combinations.

The purchase price for a business comprises the fair values of the assets transferred, liabilities incurred to the former owners including warrant holders of the acquired business and the fair value of any asset or liability resulting from a contingent consideration arrangement. Any amount of the purchase price which effectively comprises a settlement of a pre-existing relationship is not part of the exchange for the acquiree and is therefore not included in the consideration for the purpose of applying the acquisition method. Settlements of pre-existing relationships are accounted for as separate transactions in accordance with the relevant IFRS standards.

Identifiable assets and liabilities and contingent liabilities assumed are measured at fair value at the date of acquisition by applying relevant valuation methods. Acquisition-related costs are expensed as incurred.

Goodwill is recognised at the excess of purchase price over the fair value of net identifiable assets acquired and liabilities assumed.

Key accounting estimate in determining the fair value of intangible assets and judgement of whether a transaction is an asset acquisition or a business combination

Management makes judgements related to intangible assets when assessing whether a transaction is a business combination or an asset acquisition. The assessment of whether a transaction is a business combination or an asset acquisition involves the optional concentration test, which is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If met the transaction is accounted for as an asset acquisition. If not met, an assessment is made if the acquired company comprise of a business, and should be accounted for as a business combination.

The application of the acquisition method involves the use of significant estimates as the identifiable net assets of the acquiree are recognised at their fair value for which observable market prices are typically not available. This is particularly relevant for intangible assets which require use of valuation techniques typically based on estimates of present value of future uncertain cash flows.

For the 2022 acquisition of Forma Therapeutics Holdings, Inc. valuations of intellectual property rights were based on estimated and risk adjusted net present value of future cash flows. For the 2021 acquisition of Dicerna Pharmaceuticals, Inc. valuation of intellectual property rights is mainly based on Relief From Royalty models, where Management has estimated the net present value of royalties and milestone payments, if the existing research collaboration and license agreement had been extended in time and scope to cover all of the proprietary RNAi technology. Further, pipeline assets and research collaboration and license agreements with other parties than Novo Nordisk are valued based on estimated and risk adjusted net present value of future cash flows.

5.4 Related party transactions


Material transactions with related parties
DKK million	2022	2021	2020
Novo Holdings A/S
Purchase of Novo Nordisk B shares	6,984	6,695	5,963
Dividend payment to Novo Holdings A/S	7,207	6,144	5,767
NNIT Group
Services provided by NNIT	660	593	775
Dividend payment from NNIT	—	(4)	(18)
Novozymes Group
Services provided by Novo Nordisk	(78)	(116)	(113)
Services provided by Novozymes	92	78	72

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 76.9% 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 associated companies of Novo Holdings A/S, Unchained Labs, Inc. and Altascience Company Inc. are considered related parties 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 and Executive Management of Novo Nordisk A/S.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			84

In 2022, Novo Nordisk A/S acquired 8,415,000 B shares, worth DKK 7.0 billion, from Novo Holdings A/S as part of the DKK 24.0 billion share repurchase programme. The transaction price for each transaction was calculated as the average market price in the open window period following the announcements of the financial results for the four quarters in 2022.

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, Inc., Sonion A/S or CS Solar Fund XIV.

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 2022, nor were there any in 2021 or 2020.

There were no material unsettled balances with related parties at the end of the year.

5.5 Fee to statutory auditors


DKK million	2022	2021	2020
Statutory audit1	38	26	26
Audit-related services	2	3	3
Tax advisory services	3	4	9
Other services	12	4	4
Total fee to statutory auditors	55	37	42
1. 2022 statutory audit fee includes DKK 9 million of additional fee related to 2021.

Fees for services other than statutory audit of the financial statements amount to DKK 17 million (DKK 11 million in 2021 and DKK 16 million in 2020).

In 2022, Deloitte Statsautoriseret Revisionspartnerselskab provided other services than statutory audit in the amount of DKK 12 million (DKK 6 million in 2021) which relate to tax compliance and transfer pricing, management consulting for strategic projects, educational training, review of ESG data, and other assurance assessments and opinions.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PricewaterhouseCoopers Denmark) provided other services in the amount of DKK 9 million in 2020 which relate to tax compliance and transfer pricing, educational training, review of ESG data, due diligence and other assurance assessments and opinions.

5.6 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. 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.

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 prevailing exchange rates 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.

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.

Cash flow statement

The Cash flow statement is presented in accordance with the indirect method commencing with net profit for the year.


Contents Introducing Novo Nordisk Strategic Aspirations Key risks Management Consolidated statements Additional information			Novo Nordisk Annual Report 2022			85

5.7 Companies in the Novo Nordisk Group

Activity:

•

Sales and marketing

•

Production

•

Research and development

•

Services/investments

Company and country

Activity

Parent company

Novo Nordisk A/S, Denmark

•

Subsidiaries by geographical area

Company and country

Percentage of shares owned

Activity

North America Operations

Novo Nordisk Canada Inc., Canada

100

•

Novo Nordisk Inc., US

100

•

Novo Nordisk North America Operations A/S, Denmark

100

•

Novo Nordisk Pharmaceutical Industries LP, US

100

•

Novo Nordisk Pharmatech US, Inc., US

100

•

Novo Nordisk Pharma, Inc., US

100

•

Novo Nordisk Research Center Indianapolis, Inc., US

100

•

Novo Nordisk Research Center Seattle, Inc., US

100

•

Novo Nordisk US Bio Production, Inc., US

100

•

Novo Nordisk US Commercial Holdings, Inc., US

100

•

Novo Nordisk US Holdings Inc., US

100

•

Corvidia Therapeutics, Inc., US

100

•

Dicerna Pharmaceuticals, Inc., US

100

•

Emisphere Technologies, Inc., US

100

•

Forma Therapeutics, Inc., US

100

•

Region International Operations

Novo Nordisk Pharmaceuticals A/S, Denmark

100

•

Novo Nordisk Pharma Operations A/S, Denmark

100

•

Novo Nordisk Region AAMEO and LATAM A/S, Denmark

100

•

Novo Nordisk Region Europe A/S, Denmark

100

•

Novo Nordisk Region Japan & Korea A/S, Denmark

100

•

Region EMEA

Aldaph SpA, Algeria

100

•

Novo Nordisk Pharma GmbH, Austria

100

•

S.A. Novo Nordisk Pharma N.V., Belgium

100

•

Novo Nordisk Pharma d.o.o., Bosnia and Herzegovina

100

•

Novo Nordisk Pharma EAD, Bulgaria

100

•

Novo Nordisk Hrvatska d.o.o., Croatia

100

•

Novo Nordisk s.r.o., Czech Republic

100

•

Novo Nordisk Denmark A/S, Denmark

100

•

Novo Nordisk Pharmatech A/S, Denmark

100

•

Novo Nordisk Egypt LLC, Egypt

100

•

Company and country

Percentage of shares owned

Activity

Novo Nordisk Egypt Pharmaceuticals Ltd., Egypt

100

•

Novo Nordisk Farma OY, Finland

100

•

Novo Nordisk, France

100

•

Novo Nordisk Production SAS, France

100

•

Novo Nordisk Pharma GmbH, Germany

100

•

Novo Nordisk Hellas Epe., Greece

100

•

Novo Nordisk Hungária Kft., Hungary

100

•

Novo Nordisk Limited, Ireland

100

•

Novo Nordisk Ltd, Israel

100

•

Novo Nordisk S.P.A., Italy

100

•

Novo Nordisk Kazakhstan LLP, Kazakhstan

100

•

Novo Nordisk Kenya Ltd., Kenya

100

•

Novo Nordisk Pharma SARL, Lebanon

100

•

UAB Novo Nordisk Pharma, Lithuania

100

•

Novo Nordisk Farma dooel, North Macedonia

100

•

Novo Nordisk Pharma SAS, Morocco

100

•

Novo Nordisk B.V., Netherlands

100

•

Novo Nordisk Finance (Netherlands) B.V., Netherlands

100

•

Novo Nordisk Pharma Limited, Nigeria

100

•

Novo Nordisk Norway AS, Norway

100

•

Novo Nordisk Pharmaceutical Services Sp. z.o.o., Poland

100

•

Novo Nordisk Pharma Sp.z.o.o., Poland

100

•

Novo Nordisk Portugal, Lda., Portugal

100

•

Novo Nordisk Farma S.R.L., Romania

100

•

Novo Nordisk Limited Liability Company, Russia

100

•

Novo Nordisk Production Support LLC, Russia

100

•

Novo Nordisk Saudi for Trading, Saudi Arabia

100

•

Novo Nordisk Pharma d.o.o. Belgrade (Serbia), Serbia

100

•

Novo Nordisk Slovakia s.r.o., Slovakia

100

•

Novo Nordisk, d.o.o., Slovenia

100

•

Novo Nordisk (Pty) Limited, South Africa

100

•

Novo Nordisk Pharma S.A., Spain

100

•

Novo Nordisk Scandinavia AB, Sweden

100

•

Novo Nordisk Health Care AG, Switzerland

100

•

Novo Nordisk Pharma AG, Switzerland

100

•

Novo Nordisk Tunisie SARL, Tunisia

100

•

Novo Nordisk Saglik Ürünleri Tic. Ltd. Sti., Turkey

100

•

Novo Nordisk Ukraine, LLC, Ukraine

100

•

Novo Nordisk Pharma Gulf FZE, United Arab Emirates

100

•

Novo Nordisk Holding Limited, UK

100

•

Novo Nordisk Limited, UK

100

•

Novo Nordisk Research Centre Oxford Limited, UK

100

•

Company and country

Percentage of shares owned

Activity

Region China

Novo Nordisk (China) Pharmaceuticals Co. Ltd., China

100

•

Novo Nordisk (Shanghai) Pharma Trading Co., Ltd., China

100

•

Novo Nordisk Region China A/S, Denmark

100

•

Novo Nordisk Hong Kong Limited, Hong Kong

100

•

Novo Nordisk Pharma (Taiwan) Ltd., Taiwan

100

•

Beijing Novo Nordisk Pharmaceuticals Science & Technology Co., Ltd., China

100

•

Region Rest of World

Novo Nordisk Pharma Argentina S.A., Argentina

100

•

Novo Nordisk Pharmaceuticals Pty. Ltd., Australia

100

•

Novo Nordisk Pharma (Private) Limited, Bangladesh

100

•

Novo Nordisk Produção Farmacêutica do Brasil Ltda., Brazil

100

•

Novo Nordisk Farmacêutica do Brasil Ltda., Brazil

100

•

Novo Nordisk Farmacéutica Limitada, Chile

100

•

Novo Nordisk Colombia SAS, Colombia

100

•

Novo Nordisk India Private Limited, India

100

•

Novo Nordisk Service Centre (India) Pvt. Ltd., India

100

•

PT. Novo Nordisk Indonesia, Indonesia

100

•

Novo Nordisk Pars, Iran

100

•

Novo Nordisk Pharma Ltd., Japan

100

•

Novo Nordisk Pharma (Malaysia) Sdn Bhd, Malaysia

100

•

Novo Nordisk Pharma Operations Sdn Bhd, Malaysia

100

•

Novo Nordisk Mexico S.A. de C.V., Mexico

100

•

Novo Nordisk Pharmaceuticals Ltd., New Zealand

100

•

Novo Nordisk Pharma (Private) Limited, Pakistan

100

•

Novo Nordisk Panama S.A., Panama

100

•

Novo Nordisk Peru S.A.C., Peru

100

•

Novo Nordisk Pharmaceuticals (Philippines) Inc., Philippines

100

•

Novo Nordisk Pharma (Singapore) Pte Ltd., Singapore

100

•

Novo Nordisk India Holding Pte Ltd., Singapore

100

•

Novo Nordisk Pharma Korea Ltd., South Korea

100

•

Novo Nordisk Lanka (PVT) Ltd, Sri Lanka

100

•

Novo Nordisk Pharma (Thailand) Ltd., Thailand

100

•

Novo Nordisk Vietnam Ltd., Vietnam

100

•

Other subsidiaries and associated companies

NNE A/S, Denmark

100

•

NNIT A/S, Denmark

•

CS Solar Fund XIV, LLC, US

•

Companies without significant activities are not included in the list.

NNE A/S subsidiaries are not included in the list.


Part of Management´s review – not audited			Novo Nordisk Annual Report 2022			86

Financial definitions

(part of Management's review – not audited)

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'.

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.

Dividend payout ratio

Total dividends for the year as a percentage of net profit.

Effective tax rate

Income taxes as a percentage of profit before income taxes.

Gross margin

Gross profit as a percentage of net sales.

Net profit margin

Net profit as a percentage of net sales.

Number of shares outstanding

The total number of shares, excluding the holding of treasury shares.

Operating margin

Operating profit as a percentage of net sales.

Purchase of intangible assets

Cash flow statement amount for the purchase of intangible assets.

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. The amount for 2018 have been restated
in 'Financial highlights'.

Working capital

Working capital measures the liquid assets Novo Nordisk has available for operations.


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Non-IFRS financial measures

(part of Management's review – not audited)

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 therefore not be comparable.

The non-IFRS financial measures presented in the Annual Report are:

– sales and operating profit in constant exchange rates (CER)

– return on invested capital (ROIC)

– free cash flow

– cash to earnings

IFRS 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.


Sales in constant exchange rates
DKK million	2022		2021		2020
Net sales IFRS	176,954		140,800		126,946
Effect of exchange rate	(13,024)		3,643		3,254
Sales in constant exchange rates	163,930		144,443		130,200
Net sales previous year	140,800		126,946		122,021
% increase/(decrease) in reported currencies	25.7	%	10.9	%	4.0	%
% increase/(decrease) in constant exchange rates	16.4	%	13.8	%	6.7	%


Operating profit in constant exchange rates
DKK million	2022		2021		2020
Operating profit IFRS	74,809		58,644		54,126
Effect of exchange rate	(7,578)		2,332		1,930
Operating profit in constant exchange rates	67,231		60,976		56,056
Operating profit previous year	58,644		54,126		52,483
% increase/(decrease) in reported currencies	27.6	%	8.3	%	3.1	%
% increase/(decrease) in constant exchange rates	14.6	%	12.7	%	6.8	%

Return on invested capital (ROIC)

'ROIC' 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 the 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 ROIC 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.

The following tables show the reconciliation of ROIC with operating profit/equity in %, the most directly comparable IFRS financial measure:


Operating profit/equity in %
DKK million	2022		2021		2020
Operating profit IFRS	74,809		58,644		54,126
/ Equity IFRS	83,486		70,746		63,325
Operating profit/equity in %	89.6	%	82.9	%	85.5	%


ROIC
DKK million	2022		2021		2020
Operating profit after tax	60,146		47,384		42,922
/ Average net operating assets	81,744		68,634		51,824
ROIC in %	73.6	%	69.0	%	82.8	%

ROIC numerator

Reconciliation of operating profit to operating profit after tax:


DKK million	2022	2021	2020
Operating profit IFRS	74,809	58,644	54,126
Tax on operating profit (using effective tax rate)	(14,663)	(11,260)	(11,204)
Operating profit after tax	60,146	47,384	42,922


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ROIC denominator


DKK million	2022	2021	2020
Intangible assets	51,416	43,171	20,657
Property, plant and equipment	66,671	55,362	50,269
Deferred income tax assets	13,427	8,672	5,865
Other receivables and prepayments (non-current)	206	267	674
Inventories	24,388	19,621	18,536
Trade receivables	50,560	40,643	27,734
Tax receivables	940	1,119	289
Other receivables and prepayments (current)	6,005	5,037	4,161
Deferred income tax liabilities	(7,061)	(5,271)	(2,502)
Retirement benefit obligations	(762)	(1,280)	(1,399)
Other liabilities (non-current)	(100)	(360)	—
Provisions (non-current)	(4,590)	(4,374)	(4,526)
Trade payables	(15,587)	(8,870)	(5,717)
Tax payables	(7,091)	(3,658)	(3,913)
Other liabilities (current)	(23,606)	(19,600)	(17,005)
Provisions (current)	(70,287)	(51,520)	(34,814)
Net operating assets	84,529	78,959	58,309
Average net operating assets	81,744	68,634	51,824

Reconciliation of net operating assets to equity: IFRS


DKK million	2022	2021	2020
Equity IFRS	83,486	70,746	63,325
Investment in associated companies	(327)	(525)	(582)
Other financial assets	(1,016)	(916)	(1,066)
Marketable securities	(10,921)	(6,765)	—
Derivative financial instruments	(2,727)	(1,690)	(2,332)
Cash at bank	(12,653)	(10,720)	(12,757)
Borrowings – non-current	24,318	12,961	2,897
Borrowings – current	1,466	13,684	7,459
Derivative financial instruments	2,903	2,184	1,365
Net operating assets	84,529	78,959	58,309

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.

The following table shows a reconciliation of free cash flow with net cash generated from operating activities, the most directly comparable IFRS financial measure:


Free cash flow
DKK million	2022	2021	2020
Net cash generated from operating activities IFRS	78,887	55,000	51,951
Net cash used in investing activities IFRS	(24,918)	(31,605)	(22,436)
Net purchase of marketable securities IFRS	2,921	5,937	—
Addition on marketable securities through acquisition of business IFRS	1,470	861	—
Repayment on lease liabilities IFRS	(998)	(874)	(950)
Free cash flow	57,362	29,319	28,565

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	2022		2021		2020
Net cash generated from operating activities IFRS	78,887		55,000		51,951
/ Net profit IFRS	55,525		47,757		42,138
Cash flow from operating activities/net profit in %	142.1	%	115.2	%	123.3	%


Cash to earnings
DKK million	2022		2021		2020
Free cash flow	57,362		29,319		28,565
/ Net profit IFRS	55,525		47,757		42,138
Cash to earnings	103.3	%	61.4	%	67.8	%


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Statement of Environmental,

Social and Governance (ESG) performance

for the year ended 31 December


	Note	2022		2021	2020
Environmental performance
Resources
Energy consumption for operations (1,000 GJ)	7.1	3,677		3,387	3,191
Share of renewable power for production sites	7.1	100	%	100%	100%
Water consumption for production sites (1,000 m3)	7.2	3,918		3,488	3,368
Breaches of environmental regulatory limit values	7.3	75		12	15
Emissions and waste
Scope 1 emissions (1,000 tonnes CO2)	7.4	76		77	75
Scope 2 emissions (1,000 tonnes CO2)	7.4	16		16	15
Scope 3 emissions (1,000 tonnes CO2)1	7.4	2,041		N/A	N/A
Waste from production sites (tonnes)	7.5	213,505		180,806	140,783
Social performance
Patients
Patients reached with Novo Nordisk's Diabetes care products (estimate in millions)	8.1	36.3		34.6	32.8
– Hereof reached via the Novo Nordisk Access to Insulin Commitment (estimate in millions)2	8.1	1.8		1.7	3.2
– Hereof children reached through the Changing Diabetes® in Children programme (cumulative)	8.1	41,033		31,846	28,296
People & employees
Employees	8.2	55,185		48,478	45,323
Employee turnover	8.2	8.2%		11.0%	7.9%
Sustainable employer score3	8.3	85%		84%	N/A
Frequency of occupational accidents (number per million working hours)	8.4	1.5		1.3	1.3
Gender in leadership positions (ratio men:women)	8.5	56:44		57:43	59:41
Gender in senior leadership positions (ratio men:women)	8.5	61:39		64:36	65:35
Gender in the Board of Directors (ratio men:women)	8.5	54:46		67:33	62:38
Societies
Change in average list price across US product portfolio (% change to previous year)	8.6	2.4%		1.6%	2.3%
Change in average net price across US product portfolio (% change to previous year)	8.6	(10.5%)		(12.3%)	(16.9%)
Change in average list price across US insulin portfolio (% change to previous year)	8.6	0.0%		0.0%	0.5%
Change in average net price across US insulin portfolio (% change to previous year)	8.6	(19.5%)		(10.9%)	(26.9%)
Total tax contribution (DKK million)	8.7	36,003		32,593	26,376
Donations and other contributions (DKK million)	8.8	126		92	158
Governance performance
Governing processes
Business ethics reviews	9.1	35		37	32
Employees trained in business ethics	9.1	99%		98%	99%
Supplier audits	9.2	294		253	177
Product recalls	9.3	3		1	—
Failed inspections	9.4	—		—	—
Values & trust
Facilitations of the Novo Nordisk Way	9.5	36		34	26
Company reputation (scale 0-100)4	9.6	82.3		82.6	N/A
Animals purchased for research	9.7	79,750		47,879	50,036
1. 2022 is the first year of full Scope 3 emissions' disclosure, which in 2020 and 2019 was limited to business flights and product distribution. 2. In 2020, the ceiling price was lowered from USD 4 to USD 3, which affects the comparability of 2021 and prior years. 3. In 2021, the engagement survey was entirely redesigned to support Novo Nordisk’s strategic goals. As a result, a comparison to previous surveys is not appropriate. 4. In 2021, Company reputation replaced Company trust in order to capture more dimensions of how Novo Nordisk is perceived by external stakeholders.


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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, 99d and 107d specify the requirements to report on the management of risks related to the environment, climate, human rights, labour and social conditions, anti-corruption, gender distribution and data ethics. These requirements are addressed in the Management review.

As recommended by the Taskforce 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 the production and supply chain:

– Limiting temperature increase to well below 2ºC scenario, preferably 1.5ºC, compared to pre-industrial times in accordance with the Paris Agreement.

– 4ºC scenario as an alternative high-emission scenario.

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 on Novo Nordisk's CDP disclosures at cdp.net.

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's 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.

Materiality

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. This assessment builds on ongoing stakeholder engagement and trend-spotting supplemented by data-driven analysis. The identified key issues are addressed by programmes or action plans with clear and measurable targets. The issues presented in the Annual Report are thus deemed to have a significant impact on the Group's Environmental, Social and Governance performance and thereby the 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 but is primarily prepared with investors in mind. To all Novo Nordisk stakeholders, the Annual Report 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 planet of Novo Nordisk's activities is

important and remains a priority for Novo Nordisk.

Principles of consolidation

The disclosures of energy consumption and CO2 emissions cover production sites, laboratories and offices. The disclosures of water consumption, environmental breaches and waste cover production sites.

The social and governance-related disclosures cover the Novo Nordisk Group, comprising Novo Nordisk A/S and entities controlled by Novo Nordisk A/S. Novo Nordisk Engineering A/S is not in the scope of reporting for Sustainable Employer Score, failed inspections, facilitations of Novo Nordisk Way, employees trained in business ethics and gender in management and senior management. Novo Nordisk Pharmatech A/S is not in scope for facilitations of the Novo Nordisk Way and employees trained in business ethics.

Accounting policies and changes hereto

The accounting policies set out in the notes have been applied consistently in the preparation of the consolidated ESG statement for all the years presented unless stated otherwise below.

Disclosure on emissions has been expanded to include the full range of Scope 3 emissions. Nine categories of the Greenhouse Gas (GHG) Protocol have been found relevant to Novo Nordisk: primarily Scope 3 emissions from purchased goods and services, capital goods, fuel and energy related

activities not included in Scope 1 and 2, waste from operations, business travel, employee commuting, upstream and downstream transportation and distribution and end-of-life treatment of sold products.

Additionally, while they were disclosed in the Management review in the Annual Report 2021, the percentage changes in average list price and net price across the US product portfolio and insulin portfolio have now been included in the ESG statement with new accounting policies. Novo Nordisk’s US product portfolio is inclusive of Diabetes, Obesity and Rare Disease products. Percentage change represents a sales weighted average list and net price for the respective calendar year compared to the sales weighted average list and net price for the prior year and is not reflective of the magnitude of individual list price actions.

Section 7

Environmental performance

7.1 Energy consumption for operations and share of renewable power


Energy consumption for operations
1,000 GJ	2022	2021	2020
Production	3,091	2,859	2,718
Office buildings and laboratories	586	528	473
Total energy consumption	3,677	3,387	3,191

Energy consumption for production increased by 8% primarily due to increased production volumes and ramp-up activities within production sites. Energy-saving projects implemented in 2022 within production sites resulted in annual savings of 63 thousand GJ.


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Energy consumption in office buildings and laboratories increased by 11%

as facilities were utilised more through the year compared to 2021.

In 2022, 100% of power sourced for production sites was from renewable sources. Since 2020, we have transitioned to sourcing 100% renewable power through a mix of solutions, primarily Renewable Electricity Certificates (REC), Power Purchase Agreements (PPA) as well as on-site renewable solutions.

Accounting policies

Energy consumption for operations is measured as consumption of power, steam, heat and fuel. The fuel is mainly from natural gas, wood, diesel oil, gas oil and light fuel oil. Energy consumption is based on meter readings and invoices. Energy consumption in office buildings outside of Denmark is limited to the consumption of power.

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. Renewable solutions include both bundled (PPA) and unbundled solutions (REC) from sources such as wind, hydroelectric, solar and biomass.

7.2 Water consumption for production sites

In 2022, production sites consumed 3,918 thousand cubic metres of water, an increase of 12% compared to 2021 due to higher production volumes and ramp-up activities within production sites.

Production sites in France, Brazil, China, Iran and Algeria are located in areas subject to water stress or high seasonal variations (please refer to the CDP Water Security 2022 Reporting Guidance). They consume 13% of the total water for global production. Overall, water consumption at these facilities increased by 7% compared to 2021 due to an increase in production volumes. Implementation of water conservation projects in water-stressed areas led to savings of 6 thousand cubic meters of water.

Accounting policies

Water consumption is measured based on meter readings and invoices. It includes drinking water, industrial water and steam water used at production sites.

7.3 Breaches of environmental regulatory limit values

In 2022, there were 75 breaches, an increase from 12 breaches in 2021. The increase is mainly related to wastewater and approximately 90% of the breaches were related to a single site. For all breaches, mitigation mechanisms are now in place and they were reported to the authorities.

Accounting policies

Breaches of regulatory limit values cover all breaches reported to the environmental authorities.

7.4 Scope 1, 2 and 3 emissions

In 2022, Scope 1 emissions decreased by 1% compared to 2021 due to

an increase in usage of renewable energy sources as a result of two production facilities, in the US and France, having converted to using biogas. Scope 2 emissions were in line with 2021. In 2022, we have expanded our Scope 3 reporting to include all categories of emissions from the GHG protocol relevant to Novo Nordisk. The highest portion of Scope 3 emissions was in purchased goods and services and capital goods. These two categories together make up to 85% of the overall Scope 3 emissions.


CO2 emissions by Scope 1, 2 and 3
1,000 tonnes	2022	2021	2020
Scope 1	76	77	75
– Production	25	29	28
– Office buildings and laboratories	3	2	2
– Company cars	48	46	45
Scope 2	16	16	15
– Production	11	10	9
– Office buildings and laboratories	5	6	6
Scope 31	2,041	N/A	N/A
– Purchased goods and services2	1,251	N/A	N/A
– Capital goods2	477	N/A	N/A
– Fuel and energy related activities2	55	N/A	N/A
– Upstream transportation and distribution2	123	N/A	N/A
– Waste generated in operations2	5	N/A	N/A
– Business travel	55	N/A	N/A
– Employee commuting2	35	N/A	N/A
– Downstream transportation and distribution2	37	N/A	N/A
– End-of-life treatment of sold products2	3	N/A	N/A
Total CO2 emissions	2,133	N/A	N/A
1. The calculation of Scope 3 emissions is substantially based on estimations and therefore inherently uncertain. 2. Categories measured in CO2 equivalents (CO2e).

Accounting policies

Scope 1 and 2 emissions are limited to CO2 emissions from energy and do not include other greenhouse gases.

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. Market-based emissions are calculated based on emission factors from the previous year.


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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.

Scope 1 and 2 emissions

Scope 1 emissions comprise direct CO2 emissions from sources that are owned or controlled by Novo Nordisk A/S.

Scope 2 emissions comprise CO2 emissions from purchased or acquired electricity, heat and steam.

For a full overview of location-based emissions, please visit cdp.net.

Scope 3 emissions

Novo Nordisk has identified nine relevant categories, out of the 15 categories of Scope 3 emissions as defined by the GHG protocol.

Purchased goods and services

Purchased goods and services includes emissions related to all spend from external suppliers except for investment spend and travel categories. Purchased goods and services contribute to the greatest share of Scope 3 emissions and mainly comprise of raw materials for products, marketing, packaging materials as well as consumables for laboratory and IT office equipment.

Direct spend is converted using the average data method into CO2e emissions. Material weights are matched with CO2e factors depending on data availability. A spend-based factor is applied for direct spend data where no weight can be obtained. Indirect spend is converted into CO2e using a spend-based method.

Capital goods

Capital goods includes emissions related to all indirect investment spend from external suppliers, specifically production utilities and equipment. Indirect spend is converted via the average spend-based method into CO2e emissions using emission factors.

Fuel and energy related activities not included in Scope 1 and 2

Fuel and energy related activities includes all upstream CO2e emissions of purchased fuels and energy (beyond Scope 1 and 2 emissions). Energy consumption is converted from GJ to kWh and multiplied by DEFRA's country-specific emissions' factors to assess CO2e tonnes. The category comprises upstream emissions from electricity, steam and heat, upstream emissions from transportation and distribution of electricity, steam and heat and emissions from upstream fuel.

Upstream transportation and distribution

Upstream transportation and distribution includes CO2e emissions from product distribution and transportation from tier 1 suppliers to Novo Nordisk facilities.

CO2e emissions from product distribution are calculated by an external supplier managing the transportation and distribution processes on behalf of Novo Nordisk and using the industry standard EcoTransit solution. CO2e 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. CO2e emissions from product distribution from subsidiaries to pharmacies, hospitals and wholesalers are not included. Due to the lack of reliable emissions data

from specific freight forwarders, an estimated 3% of trucking emissions are not included in the Scope.

CO2e emissions from tier 1 suppliers to Novo Nordisk facilities are calculated based on the assumption that all purchased direct materials are transported 1,000 km by a diesel truck.

Waste generated in operations

Waste generated in own operations includes CO2e emissions associated with third-party disposal and treatment of waste generated from production sites, offices and labs. Currently, waste data is available for production sites and offices as well as labs within Denmark. Waste data is not available for offices and labs outside of Denmark, for which CO2e emissions are therefore extrapolated using waste-type-specific method.

Business travel

Business travel includes CO2 emissions from business flights and other travel, such as hotel stays and taxis.

CO2 emissions from business flights are estimated based on mileage and passenger class details obtained from travel agencies. These are multiplied by emission factors for short-, medium- and long-haul flights. EPA emission factors are used to perform the calculations. Currently, 90% of emissions from flights are calculated based on data provided by travel agencies and the remaining 10% are extrapolated based on the average CO2 emissions per employee. CO2 emissions from other travel-related activities are calculated using a spend-based approach.

Employee commuting

Employee commuting includes CO2e emissions associated with commuting by all employees except those with company cars, since these emissions are reported as Scope 1 emissions. CO2e emissions are estimated using the average data method and based on assumptions for the top six countries (Denmark, USA, India, China, France and Brazil) in terms of number of

employees, which account for 85% of the employee base. Average distance and mode of transportation are used to calculate the CO2e emissions for the remaining 15% of employees.

Downstream transportation and distribution

Downstream transportation and distribution includes CO2e emissions that occur from transportation and distribution of sold products in vehicles and facilities not owned or controlled by Novo Nordisk. Only transportation emissions are included in the calculations, specifically from the first receiving warehouse to pharmacies, hospitals and wholesalers. A simulation-based approach is applied to calculate downstream emissions, using a distance-based method by simulating route networks for four countries (Denmark, UK, Switzerland and Brazil). Transportation work (tonne-km) and CO2e emissions are estimated by calculating the distance travelled for the weight of distributed products and cool boxes. Moreover, the modelled route networks provide the basis for simulating US and China transportation and distribution. Transportation work per net kg product from the six reference countries (Denmark, UK, Switzerland, Brazil, China and US) is extrapolated to the remaining countries. Emissions per country are calculated based on i) the weight of sold products, ii) reference country transportation work and iii) the emission factor for the region and mode of transportation.

End-of-life treatment of sold products

End-of-life treatment of sold products includes CO2e from end-of-life treatment of all products sold to the market, including packaging. The amount of sold products is calculated from the realised sales data for specific devices and markets. It is assumed that devices are discarded in the markets where they are sold and that the end-of-life treatment follows the general treatment of the household waste for each market. Scenarios have been developed for end-of-life treatment for various Novo Nordisk products (FlexPen®, FlexTouch®, NovoFine® needle etc.). The scenarios cover the US, EU and Japan. The remaining CO2e emissions from other products are extrapolated by unit sales based on average end-of-life emissions from the products.


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7.5 Waste from production sites


Waste from production sites
Tonnes	2022	2021	2020
Organic residues	166,183	143,254	107,739
Other (paper, cardboard, metals, etc.)	12,820	7,990	8,259
Total recycling	179,003	151,244	115,998
Ethanol waste	14,913	13,232	9,335
Other (various combustible waste)	8,007	8,239	5,816
Total waste with energy recovery	22,920	21,471	15,151
Water waste with no energy recovery	356	5,499	5,394
Other	827	1,660	3,334
Total waste with no energy recovery	1,183	7,159	8,728
Water waste with resource recovery	7,379	N/A	N/A
Other	2,114	N/A	N/A
Total waste with resource recovery	9,493	N/A	N/A
Total waste to landfill	906	932	906
Total waste	213,505	180,806	140,783

In 2022, waste from production sites increased by 18% compared to 2021 due to an increase in production volumes, expansion and ramp-up activities within production sites. 95% of the total waste was either recycled, used for biogas production or incinerated at plants where energy is used for heat and power production.

The amount of waste recycled increased by 18% from 151,244 to 179,003 tonnes, primarily due to an increase in production volumes.

The amount of waste sent for energy recovery increased by 7% from 21,471 to 22,920 tonnes, primarily also due to an increase in production volumes. Less than 1% of total waste was sent to landfill. In 2022, 16% of the waste was categorised as hazardous waste.

Accounting policies

Waste is measured as the sum of all the waste disposed of at production sites based on weight receipts. 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. Ethanol is recovered in internal regeneration plants and re-used. Energy recovery is waste disposed of at waste-to-energy plants and at a biogas plant. Waste with no energy recovery covers water waste and other waste not suitable for other disposal methods, such as hazardous waste for incineration and various other types of waste.

Section 8

Social performance

8.1 Patients reached with Novo Nordisk's Diabetes care products

The estimated number of full-year patients reached with Novo Nordisk's Diabetes care products increased from 34.6 million in 2021 to 36.3 million in 2022. The 5% increase was primarily driven by growth in the GLP-1 franchise, which increased by 2.4 million patients, followed by the new-generation insulin franchise, which grew by 0.8 million patients.

In 2022, the estimated number of patients with diabetes reached with Novo Nordisk's human insulin vials through the Access to Insulin Commitment was 1.8 million, compared to 1.7 million in 2021. Novo Nordisk also sold human insulin vials below the ceiling price of USD 3 in countries outside the commitment, reaching an estimated additional 2.5 million patients in 2022. This represents a total of 4.3 million patients with diabetes reached with human insulin in vials below USD 3 per vial globally. In addition to offering insulin at a low price, supply chain improvements and capacity building are also important levers in ensuring access to affordable care for vulnerable patients.

Through the Changing Diabetes® in Children programme, 41,033 vulnerable children were reached by the end of 2022, compared to 31,846 in 2021. More than half of the 9,187 newly enrolled children were reached through expansion of the programme in Ethiopia, Sudan, Kenya and Uganda.

Accounting policies

The number of full-year patients reached with Novo Nordisk's Diabetes care products, excluding devices, 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 WHO.

The number of full-year patients reached with Novo Nordisk's Diabetes care products (human insulin in vials) via the Access to Insulin Commitment is estimated by dividing Novo Nordisk's annual sales volume by the annual usage dose per patient reached via the Access to Insulin Commitment as defined by the WHO.

The WHO-defined daily dosage for these products may not accurately reflect the recommended or prescribed daily dose. Actual doses are based on individual characteristics (e.g., age and weight) and pharmacokinetic considerations. Despite this uncertainty, Novo Nordisk assesses this to be the most consistent way of reporting.

The number of children reached with diabetes care treatment through the Changing Diabetes® in Children programme is measured as the total accumulated number of children enrolled since the initiation of the partnership in 2009.

8.2 Employees


Employees
Year-end number	2022	2021	2020
North America Operations	7,250	6,106	6,213
International Operations	47,935	42,372	39,110
– EMEA (Europe, the Middle East and Africa)	30,870	26,680	24,600
– of which in Denmark	22,916	19,150	17,538
– China (Mainland China, Hong Kong, Taiwan)	6,148	5,833	5,548
– Rest of World (all other countries)	10,917	9,859	8,962
Total employees	55,185	48,478	45,323
Full-time employees	54,393	47,792	44,723

The number of employees increased in most areas with the highest growth in EMEA, notably in Product Supply, Quality & IT, and North America Operations. The employee turnover rate decreased from 11.0% in 2021 to 8.2% in 2022. The highest decline in turnover incurred in China and the US.

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.


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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 Services 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 off are not counted as having left the Group.

8.3 Sustainable employer score

A global employee survey called "Evolve" supports Novo Nordisk’s ambition to be a sustainable employer, underpinning the broader sustainable business agenda. The Evolve survey was repeated in 2022 with an additional question, meant to measure follow-throughs of the previous year’s survey results and an open text question on how to improve the equality of opportunity for a successful career at Novo Nordisk.

This year’s Evolve revealed an increase in the already high overall engagement, bringing it to 85% favourable compared to 84% favourable in 2021. Novo Nordisk continues to score in the top decile against external organisations when it comes to providing a purpose-driven workplace. Improvements were seen on most questions, with a large improvement of 9 percentage points favourable on “Equal opportunities for a successful career”. Nevertheless, opportunities for improvement remain on equality of career opportunities, clearer performance evaluations and, in particular, improving follow-throughs of survey results.

Accounting policies

The Sustainable employer score measures the average percentage of favourable answers to the 18 engagement items in the survey. Favourable answers are defined as "Agree" and "Strongly agree" to positively framed questions. The survey is administered by an external vendor.

8.4 Frequency of occupational accidents

In 2022, Novo Nordisk had 128 accidents with absence (99 in 2021). This increase was partly due to an increase in the number of employees. The average lost time injury frequency rate was 1.5 in 2022 (1.3 in 2021).

Sadly, Novo Nordisk had two work-related fatalities compared to zero in 2021. Two employees of Novo Nordisk on a business trip, travelling with a driver, had a car accident resulting in all three passengers being killed immediately. Novo Nordisk will continue to train and motivate employees and contractors on good road safety behaviour to reduce the risk of recurrences.

Novo Nordisk is currently implementing a new global incident reporting system to ensure standardised reporting, and will continue ongoing preventive health and safety activities, such as focusing on high-risk incidents and ergonomic programmes.

For a full overview of Novo Nordisk's Health and Safety framework, please refer to Novo Nordisk's ESG Portal at novonordisk.com.

Accounting policies

The frequency of occupational accidents is measured as the internally reported number of accidents with absence per million nominal working hours, or Lost Time Injury Frequency (LTIF). Contractors, visitors, employees on unpaid leave, interns, and bachelor and master thesis students are not included. 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 Gender diversity


Gender in leadership positions
Ratio men:women	2022	2021	2020
CEO, EVP, SVP	71:29	72:28	76:24
CVP, VP	60:40	63:37	64:36
Director, Manager, Team Leader	55:45	57:43	58:42
Gender in leadership positions (overall)	56:44	57:43	59:41
Gender in senior leadership positions	61:39	64:36	65:35
Gender in the Board of Directors	54:46	67:33	62:38

The gender diversity in leadership positions overall at Novo Nordisk meets the Danish gender diversity requirements. Gender diversity in leadership positions increased from 43% in 2021 to 44% in 2022. Within senior leadership positions, there was an increase from 36% in 2021 to 39% in 2022. Among employees as a whole, the gender split was 49% women and 51% men in 2022.

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 leadership positions. In 2021, Novo Nordisk introduced a global aspirational target of achieving a balanced gender representation across all managerial levels with a minimum of 45% for both women and men in senior leadership positions by the end of 2025.

As of 31 December 2022, three shareholder-elected Board members were women and six were men. The 2024 target of having at least three shareholder-elected Board members of each gender was thus met; however, the Board considers that diversity in the broadest sense of the word remains a focus area, including in Board member searches. Further information about the Board members is disclosed in the Corporate Governance Report.

Accounting policies

Diversity at Novo Nordisk is reported as the percentage split by gender in leadership positions. Senior leadership positions are defined as employees in the global job levels Chief Executive Officer (CEO), Executive Vice President (EVP), Senior Vice President (SVP), Corporate Vice President (CVP) and Vice President (VP). Overall leadership positions are defined as Directors, Managers, Team Leaders and senior leadership positions.

Diversity on the Board of Directors is reported as the percentage split by gender among all members, including employee-elected members.


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8.6 US pricing

Novo Nordisk has a long history of making products accessible and affordable through responsible pricing practices and industry-leading patient access programmes. In 2022, the average net price of both the US product portfolio and the US insulin portfolio decreased by 10.5% and 19.5%, respectively, compared to 12.3% and 10.9% in 2021, as a result of enhancements to secure formulary access for insured patients as well as the evolution of channel and payer mix. Novo Nordisk has provided sales discounts and rebates amounting to 75% of US gross sales in 2022, which is in line with 2021. This resulted in the average annual list price across the US product portfolio increasing by 2.4% compared to 1.6% in 2021. The average list price across the US insulin portfolio remained consistent with 2021.


	2022	2021	2020
US product portfolio % change vs prior year
List price change - Avg.	2.4%	1.6%	2.3%
Net price change - Avg.	(10.5%)	(12.3%)	(16.9%)
Total US insulin portfolio % change vs prior year
List price change - Avg.	0%	0%	0.5%
Net price change - Avg.	(19.5%)	(10.9%)	(26.9%)

Accounting policies

The US product portfolio is inclusive of Diabetes, Obesity and Rare Disease products. Percentage change represents a sales weighted average list and

net price for the respective calendar year compared to the sales weighted average list and net price for the prior year and is not reflective of the

magnitude of individual list price actions. The net price represents the

average list price minus rebates, discounts and returns for the specific product for the year in which it is being calculated.

8.7 Total tax contribution


Total tax contribution
DKK million	Taxes borne	Taxes collected	2022	2021	2020
Corporate income taxes paid	14,515	4,582	19,097	18,390	13,577
Employment taxes	2,279	10,727	13,006	10,840	9,588
Indirect taxes	2,273	754	3,027	2,612	2,497
Other taxes	873	—	873	751	714
Total	19,940	16,063	36,003	32,593	26,376

The total tax contribution in 2022 amounted to DKK 36,003 million split across 55% of taxes borne and 45% of taxes collected. In 2021, the split was 57% of taxes borne and 43% of taxes collected.

In 2021, corporate income tax was unusually high as additional corporate income tax had been paid in Denmark relating to both the prior year and prepayment for 2021. The prepayment exceeded the actual payable tax and was partially refunded in 2022. Furthermore, profit before tax has increased for 2022, resulting in an overall increase in corporate income taxes paid.

The overall increase in total tax contribution from 2021 to 2022 is primarily related to an increase in employment taxes primarily due to the hiring of new employees globally, as production and sales have been increasing.

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 employee salaries and paid to the government.

Corporate income taxes paid

Corporate income taxes paid primarily consist of corporate income taxes and withholding taxes on company dividends paid during the year.

Employment taxes

Employment taxes primarily consist of taxes collected from 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 fee.

8.8 Donations and other contributions


Donations and other contributions
DKK million	2022	2021	2020
World Diabetes Foundation (WDF)	93	92	138
Novo Nordisk Haemophilia Foundation (NNHF)	33	—	20
Total donations and other contributions	126	92	158

The WDF, an independent trust, supports sustainable partnerships and acts as a catalyst to help others do more. The amount granted to WDF has increased from DKK 92 million in 2021 to DKK 93 million in 2022. The amount granted to WDF covers the amount approved during Novo Nordisk's Annual General Meeting in 2014 for annual contributions and also includes a donation to WDF China. For more information, visit worlddiabetesfoundation.org

The NNHF supports programmes in low- and middle-income countries. Initiatives focus on capacity-building, diagnosis and registry, awareness and advocacy. The payment of the agreed donation to the NNHF for the year 2021 was made in 2022, amounting to DKK 20 million. Additionally, in 2022, Novo Nordisk agreed to a donation of DKK 25 million but only DKK 13 million were paid out. Since 2005, the NNHF has provided funding for 296 programmes in 85 countries. See nnhf.org for additional information.

Accounting policies

Donations and other contributions by Novo Nordisk to the WDF and the NNHF are recognised when the donation or contribution is paid out.


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Section 9

Governance performance

9.1 Business ethics reviews and training

In 2022, Group Internal Audit performed 35 business ethics audits, compared to 37 in 2021, which was in line with the number of planned audits for the year.

Annual training on business ethics is mandatory for all employees, including all new hires. In 2022, 99% of employees completed and documented their training compared to 98% in 2021. The increase represents the emphasis of Novo Nordisk in diligently following up on employees to ensure completion of the annual training. The remaining 1% missing is mainly due to employees being on leave.

Accounting policies

The number of business ethics reviews is recorded as the number of business ethics reviews performed by Group Internal Audit in subsidiaries, production sites, vendors and headquarter areas.

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. The percentage of employees completing the training is calculated as the percentage of completion of the Code of Conduct test.

9.2 Supplier audits


Supplier audits
Number	2022	2021	2020
Responsible sourcing audits	14	16	7
Quality audits	280	237	170
Total supplier audits	294	253	177

The number of audits concluded in 2022 increased by 16% compared to 2021. The increase in the number of supplier audits represents the general activity level at Novo Nordisk. The travel restrictions related to COVID-19 did not have a significant impact on the ability to conduct audits during 2022, though local restrictions were in effect during the year. In 2022, two critical findings were issued. The first critical finding regarding control of labels was issued during a routine audit. For this, a follow-up audit was conducted, which found that the issue had been closed satisfactorily. The second critical finding regarding environmental monitoring was issued during a qualification audit. The work related to the remediation of this finding is still ongoing.

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. We conduct our audits internally and do not participate in third party audit programs.

9.3 Product recalls

In 2022, Novo Nordisk had 3 product recalls. In Belgium, the recall was due to distribution without approved commercialisation. In Finland and Sweden, the recall was due to temporary communication timeouts during dose log transfers. In Algeria, the recall was due to a mix-up of information on the vignette for one of Novo Nordisk's products. None of the recalls were Health Hazard Evaluation (HHE) class I.

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.

9.4 Failed inspections

In 2022, Novo Nordisk had not failed any inspections among those that were resolved at year-end. During 2022, 150 inspections of Novo Nordisk were conducted. The number of inspections is close to the level it was at before COVID-19. At year-end, 113 inspections were passed and 37 were unresolved, as final inspection reports had not been received or the final authority's acceptance was pending, which is normal. Follow-up on unresolved inspections will continue in 2023.

Accounting policies

In 2022, we expanded the scope of reporting on failed inspections to include all inspections, as opposed to 2021, when only inspections from specific health authorities were reported. The change of methodology did not result in a restatement of the comparative periods.

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

Complete Response 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.

9.5 Facilitations of the Novo Nordisk Way

In 2022, a total of 36 units were facilitated and more than 1,700 employees were individually interviewed. In addition, feedback on those units was collected from approximately 400 stakeholders. Overall, the 2022 process continues to show a good level of adherence to the Novo Nordisk Way. Five units were found to be in breach of one or more of the Novo Nordisk Essentials.

Many positive observations were made in facilitations regarding elements of the Novo Nordisk Way. Facilitations found that patient-centricity (Essential 1- We create value by having a patient-centred business approach) was both a strong motivator for staff engagement and a critical contributor to business success, especially in managing periodic supply constraints across the globe. A high standard of Business Ethics (Essential 10 – We never compromise on quality and business ethics) was reported in most units. Leaders and staff remained committed to the company’s sustainability focus and looked forward to renewing initiatives in the areas of environmental and social responsibility (Essential 3 – We are accountable for financial, environmental and social performance) that were paused in many units during COVID-19 lockdown years.


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In 2022, partly driven by the focus on strengthening the cultural journey, most findings were related to Essential 2 (We set ambitious goals and strive for excellence) and Essential 5 (We build and maintain good relations with our stakeholders).

Accounting policies

Facilitations of the Novo Nordisk Way are measured as the number of facilitations completed. It is an internal process for assessing adherence
to the Novo Nordisk Way. The assessments are based on a 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. For more information on the Novo Nordisk Way, please refer to page 22 in the Management review.

9.6 Company reputation


Company reputation
Scale 0-100	2022	2021*	2020
People with diabetes	81.3	81.5	N/A
People with obesity	79.4	79.4	N/A
General practitioners	84.0	84.8	N/A
Diabetes specialists	90.3	90.3	N/A
Informed general public	76.3	77.1	N/A
Total score (average)	82.3	82.6	N/A
*2021 figures have been corrected due to inaccurate allocation in the Annual Report 2021.

Company reputation is a comprehensive approach to analysing reputational intelligence and covers more markets and stakeholders compared to the previous "Company trust". Novo Nordisk’s reputational strength was identified to be the highest in products and service offerings, rated as excellent among three stakeholder groups, i.e., diabetes patients, diabetes specialists and general practitioners.

Accounting policies

The reputation score is based on four factors measuring esteem, admiration, trust and feeling of the stakeholders towards Novo Nordisk across ten key markets: France, Denmark, the US, Canada, Brazil, China, Japan, Germany, Italy and the UK. The data are collected through online surveys carried out by an external consultancy firm. Responses are aggregated to produce an overall score on a Likert scale of 1-7, which is rebased on a 0-100 scale.

9.7 Animals purchased for research


Animals purchased
Number	2022	2021	2020
Mice, rats and other rodents	63,760	35,675	38,850
Pigs	427	759	783
Rabbits	606	184	239
Dogs	146	114	91
Non-human primates	700	495	264
Fish	14,098	10,638	9,804
Other vertebrates	13	14	5
Total animals purchased	79,750	47,879	50,036

The number of animals purchased for research in 2022 increased by 67% compared to 2021. The increase is mainly led by the acquisition of Dicerna Pharmaceuticals, Inc. 80% of the animals purchased were rodents and 18% were fish.

Accounting policies

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.


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Statement by the Board of Directors and
Executive Management

The Board of Directors and Executive Management have today considered and approved the Annual Report for Novo Nordisk A/S for the financial year 1 January 2022 - 31 December 2022.

The consolidated financial statements are presented in accordance with International Financial Reporting Standards as endorsed by the EU. The parent financial statements are presented in accordance with the Danish Financial Statements Act. Further, the Annual Report is prepared in accordance with Danish disclosure requirements for listed companies.

In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group’s and the parent’s financial position at 31 December 2022 as well as of the results of

their operations and cash flows for the financial year 1 January 2022 -
31 December 2022.

In our opinion, the Management review contains a fair review of the development of the Group's and the parent’s business and financial matters, the results for the year and of the parent’s financial position and the financial position as a whole of the entities included in the consolidated financial statements, together with a description of the principal risks and uncertainties that the Group and the parent face.

In our opinion, the Annual Report of Novo Nordisk A/S for the financial year 1 January 2022 to 31 December 2022 identified as NOVO-2022-12-31.zip is prepared, in all material respects, in compliance with the ESEF Regulation.

Novo Nordisk’s Consolidated Environmental, Social and Governance Statements have been prepared in accordance with the reporting principles of materiality, inclusivity, responsiveness 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 the Annual Report for adoption at the Annual General Meeting.

Bagsværd, 1 February 2023

Registered Executive Management

Board of Directors

Lars Fruergaard Jørgensen
President and CEO

Karsten Munk Knudsen
CFO

Helge Lund
Chair

Henrik Poulsen
Vice Chair

Elisabeth Dahl Christensen

Jeppe Christiansen

Monique Carter

Martin Holst Lange

Laurence Debroux

Andreas Fibig

Sylvie Grégoire

Liselotte Hyveled

Marcus Schindler

Camilla Sylvest

Mette Bøjer Jensen

Kasim Kutay

Christina Law

Martin Mackay

Henrik Wulff

Thomas Rantzau


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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 relies 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., it being 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 23 March 2023 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.

Novo Nordisk meets the requirements for Communication on Progress to the UN Global Compact, a voluntary reporting on performance towards its ten principles on human rights, labour rights, environment and anti-corruption and additional progress reporting on corporate sustainability leadership and the UN Sustainable Development Goals. Novo Nordisk also adheres to the UN Guiding Principles Reporting Framework on respect of human rights. For our commitment, please refer to the Novo Nordisk Human Rights Report on our ESG Portal at novonordisk.com.

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 describes in accordance with section 139b of the Danish Companies Act the remuneration awarded or due during 2022 to members of the Board and Executive Management registered with the Danish Business Authority. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.

Corporate Governance Report

The Corporate Governance Report discloses Novo Nordisk’s compliance with corporate governance 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, please visit

novonordisk.com/investors.html

novonordisk.com/news-and-media/latest-news.html

Disclaimer

The patients, employees and relatives portrayed in this Annual Report and ancillary reports have participated on their own accord and solely to express their own personal opinions on topics referred to, which do not necessarily reflect the views and opinions of Novo Nordisk. Use of the pictures as illustrations is in no way intended to associate the patients, employees or relatives with the promotion of any Novo Nordisk products.

Credits

Design and production: Kontrapunkt.

Illustrations: &Robin and Dennis Andersen.

Photography: Marie Hald, Morten Andersen, Martin Juul,

Jesper Edvardsen, Jesper Westley, Oliver Grenaa, Thomas Fink, Sunny Zeng, Benjamin Norman and Gustavo Aranda Hernández.


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Product overview

Diabetes care

Obesity care

Rare Disease

New-generation insulin and combinations

Tresiba®, insulin degludec

Ryzodeg®, insulin degludec/insulin aspart

Fiasp®, fast-acting insulin aspart

Xultophy® 1, insulin degludec/liraglutide

Modern insulin

Levemir®, insulin detemir

NovoRapid® 2, insulin aspart

NovoMix® 30, biphasic insulin aspart

NovoMix® 50, biphasic insulin aspart

NovoMix® 70, biphasic insulin aspart 3

Human insulin

lnsulatard® isophane (NPH) insulin

Actrapid®, regular human insulin

Mixtard® 30, biphasic human insulin

Mixtard® 40, biphasic human insulin 3

Mixtard® 50, biphasic human insulin

Glucagon-like peptide-1

Victoza®, liraglutide

Ozempic®, semaglutide

Rybelsus®, oral semaglutide

Pre-filled delivery systems

FlexTouch®, U100, U200

FlexPen®

InnoLet®

Ozempic® pen, FlexTouch®

Ozempic® Single dose device

Durable delivery systems

NovoPen® 6

NovoPen® 5

NovoPen® 4

NovoPen Echo® Plus

NovoPen Echo®

Other delivery systems

PumpCart®, NovoRapid® & Fiasp®

cartridge to be used in pump

Penfill® cartridge

Oral antidiabetic agents

NovoNorm®, repaglinide

Glucagon

GlucaGen®, glucagon (vial and Hypokit®)

Zegalogue®, dasiglucagon

Needles

NovoFine® Plus

NovoFine®

NovoTwist®

NovoFine® AutoCover®

Glucagon-like peptide-1

Saxenda®, liraglutide 3.0 mg

Wegovy®, semaglutide 2.4 mg

Obesity delivery systems

Saxenda® pen, FlexTouch®

Wegovy®, Single dose device, FlexTouch®

Rare Blood Disorders

NovoSeven®, eptacog alfa (recombinant factor VIIa)

NovoEight® 4, turoctocog alfa (recombinant factor VIII)

NovoThirteen®, catridecacog (recombinant factor XIII)

Refixia®5, nonacog beta pegol; N9-GP (recombinant factor IX)

Esperoct®, turoctocog alfa pegol, N8-GP (recombinant factor VIII)

Rare Endocrine Disorders

Norditropin®, somatropin (rDNA origin)

Sogroya®, somapacitan (rDNA origin)

Macrilen™, macimorelin

Pre-filled human growth hormone delivery

systems

FlexPro®

NordiFlex®

NordiLet®

Durable delivery systems

NordiPen®

Other delivery systems

Norditropin® SimpleXx®, cartridge vial for NordiPen®

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

1. In the US approved under the brand name Xultophy® 100/3.6 2. In the US called NovoLog® 3. The global discontinuation of NovoMix 70 and Mixtard 40 has been communicated 4. In the US spelt Novoeight® 5. In the US approved under the name of REBINYN®


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Financial statements of the parent company 2022

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

For the year ended 31 December


DKK million	Note	2022	2021
Net sales	2	142,656	112,553
Cost of goods sold	3	(31,060)	(26,642)
Gross profit		111,596	85,911
Sales and distribution costs	3	(37,476)	(30,021)
Research and development costs	3	(19,209)	(15,244)
Administrative costs	3	(2,135)	(1,976)
Other operating income and expenses		1,012	1,032
Operating profit		53,788	39,702
Profit in subsidiaries, net of tax	8	19,238	16,879
Financial income	4	567	2,415
Financial expenses	4	(6,280)	(2,225)
Profit before income taxes		67,313	56,771
Income taxes		(11,975)	(9,248)
Net profit		55,338	47,523

Balance sheet

At 31 December


DKK million	Note	2022	2021
Assets
Intangible assets	6	19,449	9,110
Property, plant and equipment	7	34,547	27,007
Financial assets	8	78,306	71,564
Deferred income tax assets	5	—	228

Total non-current assets		132,302	107,909
Raw materials		5,659	3,754
Work in progress		13,657	10,899
Finished goods		2,975	2,131
Inventories		22,291	16,784
Trade receivables		1,877	2,128
Amounts owed by affiliated companies		18,192	13,200
Tax receivables		7	695
Other receivables and prepayments		3,185	2,967
Receivables		23,261	18,990
Marketable securities		10,921	5,904
Derivative financial instruments	10	2,727	1,690
Cash at bank		9,795	8,870
Total current assets		68,995	52,238
Total assets		201,297	160,147


DKK million	Note	2022	2021
Equity and liabilities
Share capital	9	456	462
Net revaluation reserve according to the equity method		17,785	17,675
Development costs reserve		1,524	1,218
Reserve for cash flow hedge		1,045	(1,600)
Retained earnings		62,091	52,714
Total equity		82,901	70,469
Borrowings	11	21,199	10,111
Deferred income tax liabilities	5	2,967	—
Other provisions	12	1,303	1,377
Total non-current liabilities		25,469	11,488
Borrowings	11	169	12,648
Derivative financial instruments	10	2,903	2,184
Trade payables		4,782	3,048
Amounts owed to affiliated companies		74,059	53,826
Tax payables		3,115	171
Other liabilities		7,899	6,313
Total current liabilities		92,927	78,190
Total liabilities		118,396	89,678
Total equity and liabilities		201,297	160,147


Financial statements of the parent company			Novo Nordisk Annual Report 2022			105

Equity statement


DKK million	Share capital	Net revaluation reserve	Reserve for cash flow hedges and exchange rate adjustments	Development costs reserve	Retained earnings	2022	2021
Balance at the beginning of the year	462	17,675	(1,600)	1,218	52,714	70,469	63,036

Appropriated from net profit					29,532	29,532	17,500
Appropriated from net profit to net revaluation reserve		(2,144)				(2,144)	6,312
Exchange rate adjustments of investments in subsidiaries		2,254	37			2,291	1,624

Realisation of previously deferred (gains)/losses			1,610			1,610	(1,617)
Deferred gains/(losses) incurred during the period			998			998	(1,610)

Development costs				306	(306)	—	—
Other adjustments					976	976	1,904

Transactions with owners:
Total dividend for the year					27,950	27,950	23,711
Interim dividends paid during the year					(9,613)	(9,613)	(8,021)
Dividends paid for prior year					(15,690)	(15,690)	(13,496)

Reduction of the B share capital	(6)				6	—	—
Purchase of treasury shares					(24,086)	(24,086)	(19,447)

Share-based payments (note 3)					433	433	383
Tax related to restricted stock units					175	175	190
Balance at the end of the year	456	17,785	1,045	1,524	62,091	82,901	70,469

Proposed appropriation of net profit:
Interim dividend for the year						9,613	8,021
Final dividend for the year						18,337	15,690
Appropriated to net revaluation reserve						(2,144)	6,312
Transferred to retained earnings						29,532	17,500
Distribution of net profit						55,338	47,523

Please refer to note 4.2 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.


Financial statements of the parent company			Novo Nordisk Annual Report 2022			106

Notes

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 implementation

of accounting policy related to goodwill. 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.

No separate statement of cash flows has been prepared for the parent company; please refer to the statement of cash flows for the Group.

Supplementary accounting policies for the parent company

Intangible assets

Goodwill recognised in subsidiaries is amortised over 10 to 23 years, which reflects the useful life of the underlying assets and activities generating the goodwill.

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 and amortisation of goodwill is recorded in the income statement of the parent company. 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.

Amounts owed by affiliates, where settlement is neither planned nor likely within the foreseeable future, are treated as part of net-investments in subsidiaries, with exchange rate adjustments recognised directly in equity through reserve for cash flow hedges and exchange rate adjustments.

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 jointly taxed subsidiaries are included in the joint taxation of the parent company, Novo Holdings A/S.

2 Sales


DKK million	2022	2021
Sales by business segment
Diabetes and Obesity care	142,413	112,347
Rare disease	243	206
Total sales	142,656	112,553
Sales by geographical segment
North America Operations	79,953	57,654
International Operations:
EMEA	32,789	27,124
China	14,412	15,608
Rest of World	15,502	12,167
Total sales	142,656	112,553

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 5.7 in the consolidated financial statements for an overview of companies in the Novo Nordisk Group based on geographical areas.

3 Employee costs


DKK million	2022	2021
Wages and salaries	14,656	12,485
Share-based payment costs	433	383
Pensions	1,281	1,116
Other social security contributions	247	207
Other employee costs	629	363
Total employee costs in the income statement	17,246	14,554
Average number of full-time employees	19,201	16,851
Year-end number of full-time employees	20,926	17,534

For information regarding remuneration to the Board of Directors and Executive Management, please refer to note 2.4 to the consolidated financial statements.

4 Financial income and financial expenses


DKK million	2022	2021
Interest income relating to subsidiaries	365	238


Financial gain from forward contracts (net)	—	2,021
Other financial income	202	156
Total financial income	567	2,415
Interest expenses relating to subsidiaries	1,150	13
Result of associated company	4	13
Foreign exchange loss (net)	2,705	1,978
Financial loss from forward contracts (net)	1,659	—
Capital loss from marketable securities	463	44
Other financial expenses	299	177
Total financial expenses	6,280	2,225


Financial statements of the parent company			Novo Nordisk Annual Report 2022			107

5 Deferred income tax assets/(liabilities)


DKK million	2022	2021
Net deferred tax asset/(liability) at the beginning of the year	228	(523)
Income/(charge) to the income statement	(2,629)	(330)
Income/(charge) to equity	(566)	1,081
Net deferred tax asset/(liability) at the end of the year	(2,967)	228

The Danish corporate tax rate was 22% in 2022 (22% in 2021).

6 Intangible assets


DKK million	2022	2021
Cost at the beginning of the year	12,572	11,077
Additions during the year	11,399	1,560
Disposals during the year	(151)	(65)
Cost at the end of the year	23,820	12,572
Amortisation at the beginning of the year	3,462	3,139
Amortisation during the year	810	289
Impairment losses for the year	250	34
Amortisation and impairment losses reversed on disposals during the year	(151)	—
Amortisation at the end of the year	4,371	3,462
Carrying amount at the end of the year	19,449	9,110

Intangible assets primarily relate to intellectual property rights, internally developed software and costs related to major IT projects.

7 Property, plant and equipment


DKK million	Land and buildings	Plant and machinery	Other equipment	Assets under con-struction	2022	2021
Cost at the beginning of the year	22,944	24,741	4,385	3,925	55,995	51,983

Additions during the year	244	337	167	9,475	10,223	4,308
Disposals during the year	(74)	(208)	(219)	(25)	(526)	(296)
Transfer from/(to) other items	687	514	156	(1,357)	—	—
Cost at the end of the year	23,801	25,384	4,489	12,018	65,692	55,995
Depreciation and impairment losses at the beginning of the year	10,312	15,916	2,760	—	28,988	26,661
Depreciation for the year	1,087	1,157	353	—	2,597	2,520
Impairment losses for the year	2	7	2	25	36	90
Depreciation reversed on disposals during the year	(73)	(162)	(216)	(25)	(476)	(283)
Depreciation and impairment losses at the end of the year	11,328	16,918	2,899	—	31,145	28,988
Carrying amount at the end of the year	12,473	8,466	1,590	12,018	34,547	27,007
Of which related to leased property, plant and equipment	523	—	57	—	580	597

Leased property, plant and equipment primarily relates to lease of office buildings, warehouses, laboratories and vehicles.


Financial statements of the parent company			Novo Nordisk Annual Report 2022			108

8 Financial assets


DKK million	Invest- ments in subsi- diaries	Amounts owed by affiliated companies	Invest- ment in associated company	Other securities and invest-ments	2022	2021
Cost at the beginning of the year	48,872	4,313	105	697	53,987	34,546
Investments during the year	5,788	849		60	6,697	21,020
Divestments and repayments during the year		(187)		—	(187)	(1,579)
Cost at the end of the year	54,660	4,975	105	757	60,497	53,987
Value adjustments at the beginning of the year	35,937	46	94	(144)	35,933	25,669
Profit/(loss) before tax	19,713				19,713	19,635
Share of result after tax in associated company			(4)		(4)	(13)
Income taxes on profit for the year	(1,596)				(1,596)	(2,006)
Market value adjustment				(135)	(135)	75
Dividends received	(23,305)				(23,305)	(11,054)
Divestments during the year					—	216
Effect of exchange rate adjustment charged to the income statement		209		11	220	298
Effect of exchange rate adjustment charged to equity	1,731	37			1,768	2,613
Other adjustments	1,927				1,927	500

Value adjustments at the end of the year	34,407	292	90	(268)	34,521	35,933
Unrealised internal profit at the beginning of the year	(18,356)				(18,356)	(16,617)
Unrealised internal profit movements in the year	1,121				1,121	(750)
Effect of exchange rate adjustment charged to equity	523				523	(989)

Unrealised internal profit at the end of the year	(16,712)	—	—	—	(16,712)	(18,356)
Carrying amount at the end of the year	72,355	5,267	195	489	78,306	71,564

For a list of companies in the Novo Nordisk Group, please refer to note 5.7 to the consolidated financial statements.

9 Development in share capital


DKK million	A share capital	B share capital	Total share capital
Beginning of 2018	107	393	500
Cancelled in 2018	—	(10)	490
Cancelled in 2019	—	(10)	480
Cancelled in 2020	—	(10)	470
Cancelled in 2021	—	(8)	462
Cancelled in 2022	—	(6)	456
Share capital at the end of the year	107	349	456

10 Derivatives

For information on derivative financial instruments, please refer to note 4.4 to the consolidated financial statements.

11 Borrowings


DKK million	2022	2021
Within 1 year	169	12,648
1-5 years	12,627	5,282
More than 5 years	8,572	4,829
Total borrowings	21,368	22,759

Borrowings mainly consist of loans from Novo Nordisk Finance (Netherlands) B.V. related to issuance of Eurobonds.


Financial statements of the parent company			Novo Nordisk Annual Report 2022			109

12 Other provisions

Provisions for pending litigations are recognised as other provisions. For information on pending litigations, please refer to note 3.5 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.

13 Related party transactions

For information on transactions with related parties, please refer to note 5.4 to the consolidated financial statements.

The parent company’s share of services provided by NNIT Group amounts to DKK 578 million (DKK 490 million in 2021).

Novo Nordisk A/S is included in the consolidated financial statements of the Novo Nordisk Foundation.

14 Fee to statutory auditors


DKK million	2022	2021
Statutory audit1	15	8
Audit-related services	2	2
Tax advisory services	1	2
Other services	9	2
Total fee to statutory auditors	27	14
1.2022 statutory audit fee includes DKK 6 million of additional fee related to 2021.

15 Commitments and contingencies


DKK million	2022	2021
Commitments
Leases1	95	117
Potential milestone payments2	14,473	11,978
Guarantees given for subsidiaries3	31,858	19,141
Other guarantees	127	112
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. 3. Guaranties given for subsidiaries mainly relate to guaranties towards Novo Nordisk Finance (Netherlands) B.V. related to issuance of Eurobonds.

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 3.5 and 5.2 to the consolidated financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

Date: February 1, 2023

Novo Nordisk A/S

Lars Fruergaard Jørgensen

Chief Executive Officer

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-221244, 333-222923, and 333-263809 on Form S-8 of our reports dated February 1, 2023 relating to the financial statements of Novo Nordisk A/S and the effectiveness of Novo Nordisk A/S’s internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2022.

/s/ Deloitte Statsautoriseret Revisionspartnerselskab

Copenhagen, Denmark

February 1, 2023

Exhibit 15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-263809, 333-221244, and 333-222923) of Novo Nordisk A/S of our report dated February 3, 2021 relating to the consolidated financial statements, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

Copenhagen, Denmark

February 1, 2023

v3.22.4

Cover
12 Months Ended

Dec. 31, 2022

shares

Document Information [Line Items]

Document Type 20-F

Document Registration Statement false

Document Annual Report true

Document Period End Date Dec. 31, 2022

Current Fiscal Year End Date --12-31

Document Transition Report false

Document Shell Company Report false

Entity File Number 333-82318

Entity Registrant Name NOVO NORDISK A/S

Entity Incorporation, State or Country Code G7

Entity Address, Address Line One Novo Alle 1

Entity Address, Postal Zip Code DK-2880

Entity Address, City or Town Bagsværd

Entity Address, Country DK

Entity Well-known Seasoned Issuer Yes

Entity Voluntary Filers No

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Large Accelerated Filer

Entity Emerging Growth Company false

ICFR Auditor Attestation Flag true

Document Accounting Standard International Financial Reporting Standards

Entity Shell Company false

Amendment Flag false

Entity Central Index Key 0000353278

Document Fiscal Period Focus FY

Document Fiscal Year Focus 2022

B share capital

Document Information [Line Items]

Title of 12(b) Security B shares, nominal value DKK 0.20 each

Security Exchange Name NYSE

Entity Common Stock, Shares Outstanding 1,742,564,000,000,000

No Trading Symbol Flag true

American Depositary Receipts

Document Information [Line Items]

Title of 12(b) Security American Depositary Receipts, each representing one B Share

Trading Symbol NVO

Security Exchange Name NYSE

A share capital

Document Information [Line Items]

Entity Common Stock, Shares Outstanding 537,436,000,000,000

Business Contact

Document Information [Line Items]

Entity Address, Address Line One Novo Alle 1

Entity Address, Postal Zip Code DK-2880

Entity Address, City or Town Bagsværd

Entity Address, Country DK

Contact Personnel Name Karsten Munk Knudsen

Country Region 45

Local Phone Number 4444 8888

Contact Personnel Email Address kmkn@novonordisk.com

v3.22.4

Audit Information
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Auditor [Line Items]

Auditor Firm ID 1294 1081

Auditor Name PricewaterhouseCoopers

Auditor Location Copenhagen, Denmark Hellerup, Denmark

v3.22.4

Income statement and statement of comprehensive income - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Profit or loss [abstract]

Net sales kr 176,954 kr 140,800 kr 126,946

Cost of goods sold (28,448) (23,658) (20,932)

Gross profit 148,506 117,142 106,014

Sales and distribution costs (46,217) (37,008) (32,928)

Research and development costs (24,047) (17,772) (15,462)

Administrative costs (4,467) (4,050) (3,958)

Other operating income and expenses 1,034 332 460

Operating profit 74,809 58,644 54,126

Financial income 239 2,887 1,628

Financial expenses (5,986) (2,451) (2,624)

Profit before income taxes 69,062 59,080 53,130

Income taxes (13,537) (11,323) (10,992)

Net profit kr 55,525 kr 47,757 kr 42,138

Earnings per share

Basic earnings per share (DKK per share) kr 24.51 kr 20.79 kr 18.05

Diluted earnings per share (DKK per share) kr 24.44 kr 20.74 kr 18.01

v3.22.4

Income statement and statement of comprehensive income - statement of comprehensive income - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Statement of comprehensive income

Net profit kr 55,525 kr 47,757 kr 42,138

Items that will not be reclassified subsequently to the income statement:

Remeasurements of retirement benefit obligations 615 146 (67)

Items that will be reclassified subsequently to the income statement:

Exchange rate adjustments of investments in subsidiaries 2,289 1,624 (1,689)

Cash flow hedges:

Realisation of previously deferred (gains)/losses 1,740 (1,802) 329

Deferred gains/(losses) incurred during the period 1,026 (1,755) 1,384

Other items (3) 112 10

Tax on other comprehensive income, net (889) 1,005 (577)

Other comprehensive income 4,778 (670) (610)

Total comprehensive income kr 60,303 kr 47,087 kr 41,528

v3.22.4

Cash flow statement - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Statement of cash flows [abstract]

Net profit kr 55,525 kr 47,757 kr 42,138

Adjustment of non-cash items:

Income taxes in the income statement 13,537 11,323 10,992

Depreciation, amortisation and impairment losses 7,362 6,025 5,753

Other non-cash items 22,310 13,009 7,849

Change in working capital (5,336) (8,656) (4,353)

Interest received 276 241 100

Interest paid (272) (261) (422)

Income taxes paid (14,515) (14,438) (10,106)

Net cash generated from operating activities 78,887 55,000 51,951

Purchase of intangible assets (2,607) (1,050) (16,256)

Proceeds from sale of property, plant and equipment 0 0 7

Purchase of property, plant and equipment (12,146) (6,335) (5,825)

Cash used for acquisition of businesses (7,075) (18,283) 0

Proceeds from other financial assets 0 0 12

Purchase of other financial assets (169) (4) 0

Purchase of marketable securities (9,566) (7,109) 0

Sale of marketable securities 6,645 1,172 0

Investment in associated companies 0 0 (392)

Dividend received from associated companies 0 4 18

Net cash used in investing activities (24,918) (31,605) (22,436)

Purchase of treasury shares (24,086) (19,447) (16,855)

Dividends paid (25,303) (21,517) (20,121)

Proceeds from borrowings 11,215 22,160 5,682

Repayment of borrowings (13,623) (6,689) (950)

Net cash used in financing activities (51,797) (25,493) (32,244)

Net cash generated from activities 2,172 (2,098) (2,729)

Cash and cash equivalents at the beginning of the year 10,719 12,226 15,411

Exchange gains/(losses) on cash and cash equivalents (238) 591 (456)

Cash and cash equivalents at the end of the year kr 12,653 kr 10,719 kr 12,226

v3.22.4

Balance sheet - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Assets

Intangible assets kr 51,416 kr 43,171

Property, plant and equipment 66,671 55,362

Investments in associated companies 327 525

Deferred income tax assets 13,427 8,672

Other receivables and prepayments 206 267

Other financial assets 1,016 916

Total non-current assets 133,063 108,913

Inventories 24,388 19,621

Trade receivables 50,560 40,643

Tax receivables 940 1,119

Other receivables and prepayments 6,005 5,037

Marketable securities 10,921 6,765

Derivative financial instruments 2,727 1,690

Cash at bank 12,653 10,720

Total current assets 108,194 85,595

Total assets 241,257 194,508

Equity and liabilities

Share capital 456 462

Treasury shares (6) (6)

Retained earnings 80,587 72,004

Other reserves 2,449 (1,714)

Total equity 83,486 70,746

Borrowings 24,318 12,961

Deferred income tax liabilities 7,061 5,271

Retirement benefit obligations 762 1,280

Other liabilities 100 360

Provisions 4,590 4,374

Total non-current liabilities 36,831 24,246

Borrowings 1,466 13,684

Trade payables 15,587 8,870

Tax payables 7,091 3,658

Other liabilities 23,606 19,600

Derivative financial instruments 2,903 2,184

Provisions 70,287 51,520

Total current liabilities 120,940 99,516

Total liabilities 157,771 123,762

Total equity and liabilities kr 241,257 kr 194,508

v3.22.4

Equity statement - DKK (kr)
kr in Millions

Total

Share capital

Treasury shares

Retained earnings

Other reserves

Beginning of the year at Dec. 31, 2019 kr 57,593 kr 480 kr (10) kr 57,817 kr (694)

Net profit 42,138 42,138

Other comprehensive income (610) (67) (543)

Total comprehensive income 41,528 42,071 (543)

Transfer of cash flow hedge reserve to intangible assets (note 4.2) 326 326

Transactions with owners:

Dividends (note 4.1) (20,121) (20,121)

Share-based payments (note 5.1) 823 823

Tax related to restricted stock units 31 31

Purchase of treasury shares (note 4.2) (16,855) (8) (16,847)

Reduction of the B share capital (note 4.2) 0 (10) 10

Equity at end of period at Dec. 31, 2020 63,325 470 (8) 63,774 (911)

Net profit 47,757 47,757

Other comprehensive income (670) 146 (816)

Total comprehensive income 47,087 47,903 (816)

Transfer of cash flow hedge reserve to intangible assets (note 4.2) 13 13

Transactions with owners:

Dividends (note 4.1) (21,517) (21,517)

Share-based payments (note 5.1) 1,040 1,040

Tax related to restricted stock units 245 245

Purchase of treasury shares (note 4.2) (19,447) (6) (19,441)

Reduction of the B share capital (note 4.2) 0 (8) 8

Equity at end of period at Dec. 31, 2021 70,746 462 (6) 72,004 (1,714)

Net profit 55,525 55,525

Other comprehensive income 4,778 615 4,163

Total comprehensive income 60,303 56,140 4,163

Transactions with owners:

Dividends (note 4.1) (25,303) (25,303)

Share-based payments (note 5.1) 1,539 1,539

Tax related to restricted stock units 287 287

Purchase of treasury shares (note 4.2) (24,086) (6) (24,080)

Reduction of the B share capital (note 4.2) 0 (6) 6

Equity at end of period at Dec. 31, 2022 kr 83,486 kr 456 kr (6) kr 80,587 kr 2,449

v3.22.4

Basis of preparation
12 Months Ended

Dec. 31, 2022

Corporate Information And Statement Of IFRS Compliance [Abstract]

Basis of preparation 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.

Measurement basis
The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, equity investments, marketable securities and trade receivables in a factoring portfolio, which are measured at fair value. 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 5.6.

Principal accounting policies
Novo Nordisk’s accounting policies are described in each of the individual notes to the consolidated financial statements. Accounting policies listed
below are regarded as the principal accounting policies applied
by Management:

– Net sales and rebates (Note 2.1)
– Research and development costs (Note 2.3)
–Income taxes and deferred income taxes (Note 2.6)
– Intangible assets (Note 3.1)
– Provisions and contingent liabilities (Note 3.5)
– Derivative financial instruments (Note 4.4)
– Acquisition of businesses (Note 5.3)
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.

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.

When determining estimates and assumptions, Management has assessed the qualitative and quantitative impact of climate related risks. It is Management’s assessment that the effect of climate related risks do not significantly impact estimates and assumptions.

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.

Key accounting estimates and judgements Risk Note(s)
Estimate of US sales deductions and provisions for sales rebates High 2.1, 3.5
Estimate in determining the fair value of intangible assets and assessment of impairment of intangible assets Medium 3.1, 5.3
Estimate regarding deferred income tax assets and provision for uncertain tax positions Medium 2.6
Estimate of ongoing legal disputes, litigation and investigations Medium 3.5
Judgement of whether a transaction is an asset acquisition or a business combination Low 5.3
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.

Management provides the 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

Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB and IFRSs endorsed by the European Union effective on or after 1 January 2022.
Management assessed that application of these has not had a material impact on the consolidated financial statements for 2022.
Furthermore, Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB that has not yet become effective. Management does not anticipate any significant impact on future periods from the adoption of these amendments.

v3.22.4

Results for the year
12 Months Ended

Dec. 31, 2022

Analysis of income and expense [abstract]

Results for the year Results for the year
2.1 Net sales and rebates
Gross-to-net sales reconciliation
DKK million 2022 2021 2020
Gross sales 455,692 340,180 298,187
US Managed Care and Medicare (161,123) (112,929) (96,716)
US wholesaler charge-backs (56,443) (40,354) (37,036)
US Medicaid rebates (24,667) (19,810) (17,307)
Other US discounts and sales returns (18,300) (14,119) (10,867)
Non-US rebates, discounts and sales returns (18,205) (12,168) (9,315)
Total gross-to-net sales adjustments (278,738) (199,380) (171,241)
Net sales 176,954 140,800 126,946
Provisions for sales rebates
DKK million 2022 2021 2020
At the beginning of the year 50,822 34,052 30,878
Additional provisions, including increases to existing provisions 206,354 155,602 111,921
Amount paid during the year (189,580) (141,370) (106,116)
Adjustments, including unused amounts reversed during the year (1,141) (284) 166
Effect of exchange rate adjustment 3,044 2,822 (2,797)
At the end of the year 69,499 50,822 34,052
Sales discounts and sales rebates are predominantly issued in the US. As such, rebates amount to 75% of gross sales in the US (75% in 2021 and 74%
in 2020). Provisions for sales rebates include US Managed Care, Medicare, Medicaid, 340B drug pricing program and other US rebate types, as well as rebates in a number of European countries and Canada.
Pricing mechanisms in the US market
In the US, sales rebates are paid in connection with public healthcare insurance programmes, including 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 share 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. Chargebacks are estimated 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.

In January 2021, Novo Nordisk has changed its policy in the US related to the 340B Drug Pricing Program, whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk has recognised revenue related to the 340B Drug Pricing Program to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future. Please refer to note 3.5 Provisions and contingent liabilities for a more elaborate description of the ongoing litigation related to the 340B Drug Pricing Program.

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.

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.

Other net sales disclosures
In 2022, Novo Nordisk had three major wholesalers distributing products in the US, representing 19%, 14% and 13% respectively of global net sales (18%, 13% and 13% in 2021 and 19%, 13% and 12% in 2020). Sales to these three wholesalers are within both Diabetes and Obesity care and Rare disease.

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 1,835 million within 12 months (DKK 1,012 million in 2021) and DKK 798 million thereafter (DKK 962 million
in 2021).

Novo Nordisk's sales are impacted by exchange rate changes. Refer to
note 4.3 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 single 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 3.5).

Where absolute amounts are known, the rebates are recognised as
other liabilities. Wholesaler charge-backs that are absolute are netted against trade receivable balances.

The impact of foreign currency hedging is recognised in the income statement in financial items. Please refer to notes 4.3, 4.4 and 4.10 for
more details on hedging.

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. 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.

Revenue related to 340B drug pricing program can only be recognised to the extent that it is highly probable that a significant reversal of the recognised revenue will not occur. Determining the amount of revenue to recognise requires significant estimation. Management has considered interpretations of applicable laws, whether the consideration is highly susceptible to factors outside Novo Nordisk's influence, as well as the historical claims experience. Please refer to note 3.5 Provisions and contingent liabilities for information on the ongoing litigation related to the 340B Drug Pricing Program.
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.
2.2 Segment information
Business segments – Key figures
Diabetes and Obesity care Rare disease Total
DKK million 2022 2021 2020 2022 2021 2020 2022 2021 2020
Total net sales 156,412 121,597 108,020 20,542 19,203 18,926 176,954 140,800 126,946
Cost of goods sold (23,405) (19,363) (17,715) (5,043) (4,295) (3,217) (28,448) (23,658) (20,932)
Sales and distribution costs (42,392) (33,791) (29,903) (3,825) (3,217) (3,025) (46,217) (37,008) (32,928)
Research and development costs (20,157) (15,600) (13,535) (3,890) (2,172) (1,927) (24,047) (17,772) (15,462)
Administrative costs (3,955) (3,504) (3,387) (512) (546) (571) (4,467) (4,050) (3,958)
Other operating income and expenses 892 199 264 142 133 196 1,034 332 460
Segment operating profit 67,395 49,538 43,744 7,414 9,106 10,382 74,809 58,644 54,126
Operating margin 43.1 % 40.7 % 40.5 % 36.1 % 47.4 % 54.9 % 42.3 % 41.7 % 42.6 %
Depreciation, amortisation and impairment losses expensed (5,701) (4,895) (4,624) (1,661) (1,130) (1,129) (7,362) (6,025) (5,753)
Novo Nordisk operates in two business segments based on therapies: Diabetes and Obesity care and Rare disease (formerly known as Biopharm), representing the entirety of the Group's operations. The activities of the segments include research, development, manufacturing and marketing of products within the following areas:

– Diabetes and Obesity care: diabetes, obesity and other
serious chronic diseases
– Rare disease: rare blood disorders, rare endocrine 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 generally been split between business segments according to a specific allocation. Certain corporate overhead costs are allocated between segments based on overall allocation keys. Other operating income and expenses have 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.

Geographical areas
In 2022, 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).

In 2022, the US contributed with 10% or more of total net sales. In 2021 and 2020 Mainland China also contributed with 10% or more of total net sales. The country of domicile is Denmark, which is part of EMEA. Denmark is immaterial to Novo Nordisk's activities in terms of sales as 99.8% of total sales are realised outside Denmark. Sales are attributed to geographical areas according to the location of the customer.

Out of total property, plant and equipment and intangible assets of DKK 118,087 million (DKK 98,533 million in 2021), DKK 54,492 million is located in Denmark (DKK 46,705 million in 2021) and DKK 44,744 million is located in the US (DKK 41,035 million in 2021) where the majority of production facilities and intangible assets are located. Refer to note 5.7 for an overview of companies in the Novo Nordisk Group based on geographical areas.
Net sales – Business segments and geographical areas
Total International Operations Total North America Operations Total Novo Nordisk
net sales
Total IO EMEA China Rest of World Total NAO Of which the US
DKK million 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020
Diabetes and Obesity care segment:
Rybelsus®
3,155 524 36 1,714 289 36 63 — — 1,378 235 — 8,144 4,314 1,837 8,011 4,243 1,826 11,299 4,838 1,873
Ozempic®
17,369 8,856 3,634 10,417 6,393 3,112 2,196 303 10 4,756 2,160 512 42,381 24,849 17,577 38,750 23,168 16,650 59,750 33,705 21,211
Victoza®
5,672 6,726 7,095 2,724 3,527 4,251 1,478 1,544 1,033 1,470 1,655 1,811 6,650 8,328 11,652 6,406 8,031 11,292 12,322 15,054 18,747
Total GLP-1 26,196 16,106 10,765 14,855 10,209 7,399 3,737 1,847 1,043 7,604 4,050 2,323 57,175 37,491 31,066 53,167 35,442 29,768 83,371 53,597 41,831
Long-acting insulin 11,403 11,074 9,959 7,157 6,729 6,451 1,636 2,080 1,471 2,610 2,265 2,037 5,338 6,990 8,480 4,685 6,412 7,962 16,741 18,064 18,439
– of which Tresiba®
6,092 5,486 4,407 3,485 2,979 2,574 1,050 1,095 418 1,557 1,412 1,415 3,261 4,243 4,561 2,723 3,793 4,191 9,353 9,729 8,968
– of which Xultophy®
2,400 2,135 1,789 1,716 1,693 1,605 45 3 1 639 439 183 409 522 655 399 512 642 2,809 2,657 2,444
– of which Levemir®
2,911 3,453 3,763 1,956 2,057 2,272 541 982 1,052 414 414 439 1,668 2,225 3,264 1,563 2,107 3,129 4,579 5,678 7,027
Premix insulin 10,023 10,512 10,246 2,622 2,879 2,959 4,912 5,224 4,852 2,489 2,409 2,435 539 691 679 517 665 652 10,562 11,203 10,925
– of which Ryzodeg®
2,889 1,711 1,291 495 392 321 1,218 283 39 1,176 1,036 931 — — — — — — 2,889 1,711 1,291
– of which NovoMix®
7,134 8,801 8,955 2,127 2,487 2,638 3,694 4,941 4,813 1,313 1,373 1,504 539 691 679 517 665 652 7,673 9,492 9,634
Fast-acting insulin 10,826 10,903 10,808 6,456 6,454 6,584 1,942 2,288 2,075 2,428 2,161 2,149 6,637 6,784 7,505 6,247 6,357 7,101 17,463 17,687 18,313
– of which Fiasp®
1,354 1,106 832 1,138 965 764 — — — 216 141 68 649 642 553 606 605 519 2,003 1,748 1,385
– of which NovoRapid®
9,472 9,797 9,976 5,318 5,489 5,820 1,942 2,288 2,075 2,212 2,020 2,081 5,988 6,142 6,952 5,641 5,752 6,582 15,460 15,939 16,928
Human insulin 6,508 7,453 7,339 1,983 2,152 2,370 1,812 2,692 2,655 2,713 2,609 2,314 1,678 1,599 1,534 1,605 1,515 1,431 8,186 9,052 8,873
Total insulin 38,760 39,942 38,352 18,218 18,214 18,364 10,302 12,284 11,053 10,240 9,444 8,935 14,192 16,064 18,198 13,054 14,949 17,146 52,952 56,006 56,550
Other Diabetes care 2,428 2,644 2,946 717 713 725 1,181 1,432 1,546 530 499 675 797 950 1,085 660 806 943 3,225 3,594 4,031
Total Diabetes care 67,384 58,692 52,063 33,790 29,136 26,488 15,220 15,563 13,642 18,374 13,993 11,933 72,164 54,505 50,349 66,881 51,197 47,857 139,548 113,197 102,412
Wegovy®
54 — — 54 — — — — — — — — 6,134 1,386 — 6,134 1,386 — 6,188 1,386 —
Saxenda®
5,832 3,117 2,118 3,561 1,809 1,124 133 61 10 2,138 1,247 984 4,844 3,897 3,490 4,368 3,526 3,230 10,676 7,014 5,608
Total Obesity care 5,886 3,117 2,118 3,615 1,809 1,124 133 61 10 2,138 1,247 984 10,978 5,283 3,490 10,502 4,912 3,230 16,864 8,400 5,608
Diabetes and Obesity care total 73,270 61,809 54,181 37,405 30,945 27,612 15,353 15,624 13,652 20,512 15,240 12,917 83,142 59,788 53,839 77,383 56,109 51,087 156,412 121,597 108,020
Rare disease segment:
Rare blood disorders 6,671 5,784 5,708 3,795 3,712 3,579 604 222 361 2,272 1,850 1,768 5,035 4,433 3,954 4,710 4,170 3,675 11,706 10,217 9,662
– of which Haemophilia A 1,769 1,625 1,332 1,137 1,162 983 81 24 16 551 439 333 569 487 381 543 460 358 2,338 2,112 1,713
– of which Haemophilia B 479 400 306 294 268 199 13 4 — 172 128 107 280 237 212 152 102 86 759 637 518
– of which NovoSeven®
4,335 3,673 3,996 2,311 2,225 2,352 510 194 345 1,514 1,254 1,299 3,973 3,548 3,207 3,811 3,461 3,089 8,308 7,221 7,203
Rare endocrine disorders 4,904 4,880 4,832 2,232 2,212 2,220 246 167 66 2,426 2,501 2,546 2,234 2,423 2,875 2,205 2,400 2,857 7,138 7,303 7,707
Other Rare disease 1,002 1,064 1,108 804 837 886 6 6 5 192 221 217 696 619 449 358 330 205 1,698 1,683 1,557
Rare disease total 12,577 11,728 11,648 6,831 6,761 6,685 856 395 432 4,890 4,572 4,531 7,965 7,475 7,278 7,273 6,900 6,737 20,542 19,203 18,926
Total sales by geographical area 85,847 73,537 65,829 44,236 37,706 34,297 16,209 16,019 14,084 25,402 19,812 17,448 91,107 67,263 61,117 84,656 63,009 57,824 176,954 140,800 126,946
Total sales growth as reported 16.7 % 11.7 % 6.9 % 17.3 % 9.9 % 6.5 % 1.2 % 13.7 % 9.7 % 28.2 % 13.5 % 5.7 % 35.4 % 10.1 % 1.1 % 34.4 % 9.0 % 0.6 % 25.7 % 10.9 % 4.0 %
2.3 Research and development costs
DKK million 2022 2021 2020
Employee costs (note 2.4)
9,952 7,328 6,269
Amortisation and impairment losses, intangible assets (note 3.1)
1,364 744 1,025
Depreciation and impairment losses, property, plant and equipment (note 3.2)
922 736 724
Other research and
development costs 11,809 8,964 7,444
Total research and development costs 24,047 17,772 15,462
As percentage of net sales 13.6 % 12.6 % 12.2 %

Novo Nordisk's research and development is mainly focused on:

– insulins, GLP-1s and other therapeutic compounds 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 haemophilia and other rare blood disorders
– human growth hormone and new modes of action for treatment of growth disorders and other rare endocrine disorders
– new indications with existing assets within NASH, Alzheimer’s and chronic kidney disease
– Research technology platforms including cell therapy and RNAi for treatment of NASH, cardiovascular disease, chronic kidney disease and Parkinson's disease, among others

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 utilise new technology platforms including stem cells, gene therapy and RNAi therapies.

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.
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 as well as 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 intellectual property rights and property, plant and equipment used in the research and development activities. Amortisations of intellectual property rights related to marketed products are recognised in cost of goods sold.

The largest individual type of cost included in Other research and development costs are clinical trial cost.

Certain research and development activities are recognised outside research and development costs:

– Royalty expenses paid to partners after regulatory approval are expensed as cost of goods sold
– Royalty income received from partners is recognised as part of other operating income and expenses
– Contractual research and development obligations to be paid in the future are disclosed separately as commitments in note 5.2.
2.4 Employee costs
DKK million 2022 2021 2020
Wages and salaries 34,575 28,939 26,778
Share-based payment costs (note 5.1)
1,539 1,040 823
Pensions – defined contribution plans 2,472 2,022 1,961
Pensions – defined benefit plans 185 139 138
Other social security contributions 2,713 2,203 1,862
Other employee costs 3,105 2,189 2,044
Total employee costs for the year 44,589 36,532 33,606
Employee costs capitalised as intangible assets and property, plant and equipment (1,451) (1,240) (1,279)
Change in employee costs capitalised as inventories (70) (56) (60)
Total employee costs
in the income statement 43,068 35,236 32,267
Included in the income statement:
Cost of goods sold 11,766 9,611 8,896
Sales and distribution costs 17,700 15,003 14,146
Research and development costs 9,952 7,328 6,269
Administrative costs 3,517 3,098 2,848
Other operating income and expenses 133 196 108
Total employee costs in the
income statement 43,068 35,236 32,267

Number of employees 2022 2021 2020
Average number of
full-time employees 51,046 46,171 43,759
Year-end number of
full-time employees 54,393 47,792 44,723
Year-end employees (total) 55,185 48,478 45,323
Remuneration to Executive Management and Board of Directors
DKK million 2022 2021 2020
Salary and short-term incentive 141 126 119
Pension 13 12 26
Benefits 9 10 10
Long-term incentive1
97 100 52
Severance payments — 29 —
Executive Management in total2
260 277 207
Fee to Board of Directors3
20 17 17
Total 280 294 224
1. Please refer to note 5.1 for further information.
2. Total remuneration for registered members of Executive Management amounts to DKK 175 million (DKK 202 million in 2021 and DKK 141 million in 2020).
3. All members of the Board of Directors are registered.
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 and expenses

Accounting policies
Other operating income and expenses, comprises licence income and other 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.

Operating profit from the wholly owned subsidiary NNE A/S, not related
to Novo Nordisk's main activities, is recognised as other operating income and expenses. Other operating income and expenses, also includes income from the sale of intellectual property rights as well as costs associated with secondary income and transaction costs incurred in connection with acquisition of businesses.
2.6 Income taxes and deferred income taxes
Income taxes expensed
DKK million 2022 2021 2020
Current tax on profit for the year 17,829 13,871 11,557
Deferred tax on profit for the year (3,806) (1,528) 1,105
Tax on profit for the year 14,023 12,343 12,662
Current tax adjustments recognised for prior years 339 (603) (563)
Deferred tax adjustments recognised for prior years (825) (417) (1,107)
Income taxes in the
income statement 13,537 11,323 10,992
Tax on other comprehensive
income for the year,
(income)/expense 889 (1,005) 577
Computation of effective tax rate
DKK million 2022 2021 2020
Statutory corporate income tax rate in Denmark 22.0 % 22.0 % 22.0 %
Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net) (1.1 %) (1.5 %) (2.5 %)
Non-taxable income less non-tax-deductible expenses (net) (0.5 %) (0.3 %) (0.2 %)
Other adjustments (net) (0.8 %) (1.0 %) 1.4 %
Effective tax rate 19.6 % 19.2 % 20.7 %
Income taxes paid
DKK million 2022 2021 2020
Income taxes paid in Denmark for current year 9,181 9,703 4,262
Income taxes paid outside Denmark for current year 5,647 3,439 4,508
Income taxes paid/(repayments) relating to prior years (313) 1,296 1,336
Income taxes paid 14,515 14,438 10,106

The deviation in foreign subsidiaries' tax rates from the Danish tax rate is mainly driven by Swiss and US business activities. Other adjustments consist of tax related to acquisitions and adjustments to prior years.

In 2020, income taxes paid in Denmark and paid outside Denmark were impacted by transfers of intellectual property rights related to acquisitions. In 2022, paid taxes related to prior years are impacted by a refund of overpaid tax from 2021.

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. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. 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. In some countries withholding tax will be applied to dividends paid to Denmark. A provision for withholding tax is only recognised if a concrete distribution of dividends is planned. The unrecognised potential withholding tax amounts to DKK 567 million (DKK 444 million in 2021).

The value of future tax deductions in relation to share programmes is recognised as a deferred tax asset 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.

Key accounting estimate regarding deferred income tax assets and provisions for uncertain tax positions
Management has considered future taxable income and has estimated
the amount of deferred income tax assets that should be recognised. The estimate is based on an assessment of whether sufficient taxable income will be available in the future, against which the temporary differences and unused tax losses can be utilised. The total tax value of unrecognised tax loss carry-forwards amounts to DKK 456 million in 2022 (DKK 166 million
in 2021).

Development in deferred income tax assets and liabilities
DKK million Property,
plant and
equipment Intangible
assets Inventories
Liabilities Other Offset
within
countries Total
2022
Net deferred tax asset/(liability) at 1 January (1,980) (7,375) 3,195 6,932 2,629 — 3,401
Income/(charge) to the income statement (413) 674 (465) 3,999 836 4,631
Income/(charge) to other comprehensive income — — (130) (141) (608) (879)
Income/(charge) to equity — — — — 234 234
Additions from acquisitions (5.3)
— (1,475) — — 242 (1,233)
Effect of exchange rate adjustment (9) (103) (5) 217 112 212
Net deferred tax asset/(liability) at 31 December (2,402) (8,279) 2,595 11,007 3,445 — 6,366
Classified as follows:
Deferred tax asset at 31 December 579 195 2,627 11,027 4,169 (5,170) 13,427
Deferred tax liability at 31 December (2,981) (8,474) (32) (20) (724) 5,170 (7,061)
2021
Net deferred tax asset/(liability) at 1 January (1,614) (3,600) 2,556 4,617 1,404 — 3,363
Income/(charge) to the income statement (330) 632 387 2,037 (781) 1,945
Income/(charge) to other comprehensive income — 2 251 (41) 793 1,005
Income/(charge) to equity — (2) — — 194 192
Additions from acquisitions (5.3)
— (4,456) — — 976 (3,480)
Effect of exchange rate adjustment (36) 49 1 319 43 376
Net deferred tax asset/(liability) at 31 December (1,980) (7,375) 3,195 6,932 2,629 — 3,401
Classified as follows:
Deferred tax asset at 31 December 719 109 3,210 7,223 3,541 (6,130) 8,672
Deferred tax liability at 31 December (2,699) (7,484) (15) (291) (912) 6,130 (5,271)
In the course of conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Management has estimated the expected outcome of the disputes by using the ‘most probable outcome’-method to determine the provisions for uncertain tax positions. Management 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.
2.7 Earnings per share
2022 2021 2020
Net profit 55,525 47,757 42,138
Average number of shares outstanding1
in million shares 2,265.3 2,296.6 2,333.9
Dilutive effect of average outstanding share pool2
in million shares 7.0 6.5 6.1
Average number of shares outstanding, including dilutive effect of outstanding share pool in million shares 2,272.3 2,303.1 2,340.0
Basic earnings
per share DKK 24.51 20.79 18.05
Diluted earnings
per share DKK 24.44 20.74 18.01
1. For further information on the development in treasury shares, please refer to
note 4.2
2. 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.

v3.22.4

Operating assets and liabilities
12 Months Ended

Dec. 31, 2022

Subclassifications of assets, liabilities and equities [abstract]

Operating assets and liabilities Operating assets and liabilities
3.1 Intangible assets

Amortisation and impairment losses
DKK million 2022 2021 2020
Cost of goods sold 846 844 369
Sales and distribution costs 34 39 40
Research and development costs 1,364 744 1,025
Administrative costs 19 11 10
Other operating income and expenses 96 1 2
Total amortisation and impairment loss 2,359 1,639 1,446
Total amortisation 1,599 1,066 1,096
Total impairment losses 760 573 350

2022 additions
Additions from acquisition of businesses relates to Novo Nordisk’s acquisition of Forma Therapeutics Holdings, Inc., which primarily includes the lead candidate Etavopivat, which is recognised within intellectual property rights and goodwill; please refer to note 5.3.

Of the total addition of intangible assets in 2022 DKK 544 million is related to software projects and internally generated intangible assets (DKK 492 million in 2021).

DKK million Goodwill Intellectual property rights Software and other intangibles Total intangible assets
2022
Cost at the beginning of the year 4,346 41,802 3,434 49,582
Additions from acquisition of businesses (note 5.3)
524 5,766 492 6,782
Additions during the year — 1,310 1,426 2,736
Disposals during the year — (151) (33) (184)
Effect of exchange rate adjustment 222 1,004 (38) 1,188
Cost at the end of the year 5,092 49,731 5,281 60,104
Amortisation and impairment losses at the beginning of the year — 4,652 1,759 6,411
Amortisation for the year — 1,404 195 1,599
Impairment losses for the year — 760 — 760
Amortisation and impairment losses reversed on disposals during the year — (149) (13) (162)
Effect of exchange rate adjustment — 70 10 80
Amortisation and impairment losses at the end of the year — 6,737 1,951 8,688
Carrying amount at the end of the year 5,092 42,994 3,330 51,416
2021
Cost at the beginning of the year — 22,404 2,936 25,340
Additions from acquisition of businesses (note 5.3)
4,346 18,687 24 23,057
Additions during the year — 583 492 1,075
Disposals during the year — — (45) (45)
Effect of exchange rate adjustment — 128 27 155
Cost at the end of the year 4,346 41,802 3,434 49,582
Amortisation and impairment losses at the beginning of the year — 3,135 1,548 4,683
Amortisation for the year — 866 200 1,066
Impairment losses for the year — 573 — 573
Amortisation and impairment losses reversed on disposals during the year — — (1) (1)
Effect of exchange rate adjustment — 78 12 90
Amortisation and impairment losses at the end of the year — 4,652 1,759 6,411
Carrying amount at the end of the year 4,346 37,150 1,675 43,171
2021 additions
Additions from acquisition of businesses relates to Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc., which primarily includes the RNAi research technology platform and pipeline assets, which are recognised within intellectual property rights and goodwill; please refer to note 5.3.

In 2021, Novo Nordisk acquired Prothena’s wholly-owned subsidiary Neotope Neuroscience Ltd. and thereby gained full worldwide rights to the intellectual property rights of Prothena’s ATTR amyloidosis business and pipeline cover. The acquisition included the clinical stage antibody PRX004. PRX004 is an antibody that uses a depleter mechanism that has the potential to improve heart failure symptoms and reverse the disease progression within the ATTR-CM diseases. The transaction has been accounted for as an asset acquisition recognised in intellectual property rights, all related to PRX004.

Impairment test
Intangible assets other than goodwill
In 2022, an impairment loss of DKK 760 million (DKK 573 million in 2021) was recognised, all related to intellectual property rights. DKK 250 million (DKK 436 million in 2021) of the impairment was related to the Diabetes and Obesity care segment and DKK 510 million (DKK 137 million in 2021) was related to Rare disease. The entire impairment loss in 2022 was recognised in research and development costs (DKK 573 million in research and development costs in 2021). The impairment was a result of Management’s review of expectations related to intellectual property rights not yet in use.

No impairment related to marketable products was identified in 2022 or in 2021.

Goodwill
As of 31 December 2022, goodwill is allocated to the segments Diabetes and Obesity care (DKK 4,154 million) and Rare diseases (DKK 938 million). At 31 December 2021, goodwill from the acquisition of Dicerna Pharmaceuticals, Inc was unallocated as the purchase price allocation for the acquisition was provisional. As of 31 December 2022, goodwill from the acquisition of Forma Therapeutics Holdings, Inc. is allocated to Rare disease based on a provisional purchase price allocation. No impairment of goodwill was recognised in 2022 or 2021 as the annual impairment test showed that the estimated recoverable amount in the forecast period exceeded the carrying amount of the cash-generating units to which goodwill was allocated.

Goodwill is monitored for impairment at the operating segment level, which is the lowest level CGU to which consolidated goodwill is allocated and monitored by Management. CGUs are therefore defined as Novo Nordisk's business segments, Diabetes and Obesity care and Rare disease. Fair value
less costs of disposal is estimated using an income-approach and is based on discounted cash flow projections. The applied post-tax discount rates for Diabetes and Obesity care and Rare diseases are 7.0% (Pre-tax discount rate of 8.3%). Cash flow projections are based on budgets approved by management. The forecast period for Diabetes and Obesity care, and Rare diseases is 9 years. The discounted cash flows from the forecast period significantly exceeds the carrying amount of goodwill.

The key assumptions and sensitivities are Novo Nordisk’s volume market share, growth rates, pricing, development of new markets and the success rate for introducing new products and treatments. Sensitivities are affected by external factors such as market- and generic competition, and price regulation.

The value assigned to key assumptions reflects past experience adjusted for market specific risks or expected changes. Fair value is determined using largely unobservable inputs.

Other intangible assets disclosures
Intangible assets with an indefinite useful life and intangible assets not yet available for use amount to DKK 28,013 million (DKK 22,690 million in 2021), primarily intellectual property rights and goodwill.

Intellectual property rights include DKK 5,546 million provisionally allocated to Etavopivat (please refer to note 5.3), DKK 4,648 million related to Ziltivekimab (DKK 4,612 million in 2021) and DKK 3,704 million related to Nedosiran (DKK 3,854 million in 2021), all of which are intangible assets under development.

In addition, intellectual property rights contain DKK 6,584 million related to Rybelsus (DKK 7,150 million in 2021), which has a remaining useful life of 12 years (13 years in 2021); and DKK 10,251 million (DKK 10,135 million in 2021) related to the RNAi technology platform, with a remaining useful life of 22 years (23 years in 2021).

Accounting policies
Research and development projects
Internal and subcontracted research costs are fully charged 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.
Payments to third parties under collaboration and licence agreements are assessed for the substance of their nature. Payments which represent subcontracted research and development work 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, and intellectual property rights, 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.

Recognition and measurement
Intangible assets are initially measured at cost, and are subsequently measured at cost less any accumulated amortisation and any impairment loss.

Goodwill and 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. Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products. Goodwill is allocated to operating segments based on expected future cash flow from products utilizing the synergies and know-how acquired.

For intellectual property rights acquired for research and development projects, upfront fees and acquisition costs are capitalised as the historical cost. Subsequent milestone payments payable on achievement of a contingent event will be capitalised when the contingent event is probable of being achieved. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Amortisation is based on the straight-line method over the estimated useful life. This corresponds to the legal duration or the economic useful life depending on which is shorter, and not exceeding 25 years in either case. The amortisation of intellectual property rights commences after regulatory approval has been obtained or when assets are put in use.

Amortisation of software is based on the straight-line method over the estimated useful life of 3-15 years. The amortisation commences when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by Management.

Impairment test
Goodwill and intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment when indicators of impairment exist. They are tested annually, irrespective of whether there is any indication that they may be impaired. Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products.

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
– Realised sales trending below predicted sales
– Changes or anticipated changes in participation rates or
reimbursement policies
– Inconsistent or unfavourable clinical readouts
– Changes in the legal framework covering patents, rights and licences
– Advances in medicine and/or technology that affect the medical treatments
– 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.

If the carrying amount of intangible assets exceeds the recoverable amount based on the existence of one or more of the above indicators of an impairment, any impairment is measured based on discounted projected cash flows. Impairments on intangible assets, other than goodwill, are reviewed at each reporting date for possible reversal.

Key accounting estimates and judgements on intangible assets
Impairment tests are based on management’s projections and anticipated net present value of estimated future cash flows from marketable products.

When collaboration agreements contain elements of acquisition of intangible assets and research and development activities to be performed by the counterpart, management estimates the allocation of payments that should be deferred to the acquisition of intangible assets and prepaid research and development activities respectively.
DKK million Land and buildings Plant and machinery Other equipment Assets
under
construc-tion Property, plant and equipment
2022
Cost at the beginning of the year 41,076 35,944 7,776 11,091 95,887
Additions from acquisition of businesses (note 5.3)
297 2 14 — 313
Additions during the year 706 143 645 13,160 14,654
Disposals during the year (205) (123) (621) (33) (982)
Transfer and reclassifications 1,000 1,152 329 (2,481) —
Effect of exchange rate adjustment 529 430 (29) 624 1,554
Cost at the end of the year 43,403 37,548 8,114 22,361 111,426
Depreciation and impairment losses at the beginning of the year 14,669 21,138 4,718 — 40,525
Depreciation for the year 2,245 1,793 916 — 4,954
Impairment losses for the year 3 10 3 33 49
Depreciation and impairment losses reversed on disposals during the year (188) (123) (615) (33) (959)
Effect of exchange rate adjustment 52 117 17 — 186
Depreciation and impairment losses at the end of the year 16,781 22,935 5,039 — 44,755
Carrying amount at the end of the year 26,622 14,613 3,075 22,361 66,671
2021
Cost at the beginning of the year 37,509 31,503 6,876 10,798 86,686
Additions from acquisition of businesses (note 5.3)
522 — 57 3 582
Additions during the year 827 890 516 4,858 7,091
Disposals during the year (359) (148) (305) (41) (853)
Transfer and reclassifications 1,529 3,078 468 (5,075) —
Effect of exchange rate adjustment 1,048 621 164 548 2,381
Cost at the end of the year 41,076 35,944 7,776 11,091 95,887
Depreciation and impairment losses at the beginning of the year 12,936 19,444 4,037 — 36,417
Depreciation for the year 1,892 1,529 824 — 4,245
Impairment losses for the year 14 32 54 41 141
Depreciation and impairment losses reversed on disposals during the year (365) (140) (305) (41) (851)
Effect of exchange rate adjustment 192 273 108 — 573
Depreciation and impairment losses at the end of the year 14,669 21,138 4,718 — 40,525
Carrying amount at the end of the year 26,407 14,806 3,058 11,091 55,362
Depreciation and impairment losses
DKK million 2022 2021 2020
Cost of goods sold 3,229 2,836 2,729
Sales and distribution costs 424 409 403
Research and development costs 922 736 724
Administrative costs 408 386 433
Other operating income and expenses 20 19 18
Total depreciation and impairment losses 5,003 4,386 4,307
Of which related to leased assets 1,052 899 964
Capital expenditure in the reporting period was primarily related to investments in facility upgrades and new production facilities for active pharmaceutical ingredients (API) for diabetes products, mainly the new facilities in Kalundborg. The investments will establish additional capacity across the entire global value chain from manufacturing of API to assembly and packaging, with the vast majority being invested in API capacity. These expansions will provide capacity for the production of Novo Nordisk’s current and future oral and injectable products.

Leased property, plant and equipment
DKK million 2022 2021
Land and buildings 3,544 3,340
Other equipment 587 499
Total 4,131 3,839
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. In 2022, the total amount recognised in the income statement related to leases was DKK 1,491 million (DKK 1,303 million in 2021). The total cash outflow for leases amounted to DKK 1,438 million (DKK 1,275 million in 2021). As of 31 December 2022, the lease liability excludes potential lease payments of DKK 3,723 million (undiscounted) related to optional lease term extension rights on properties that were not considered reasonably certain to be exercised (DKK 2,209 million in 2021). Please refer to note 4.5 for a maturity analysis of lease payments.
Accounting policies
Property, plant and equipment is measured at historical cost less accumulated depreciations and any impairment loss. The cost of self-constructed assets includes costs directly 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.

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. 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.
If the lease liability is remeasured due to a change in future lease payments 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. For a description of accounting policies for lease liabilities, please refer to
note 4.9.
3.3 Inventories
DKK million 2022 2021
Raw materials 6,392 4,310
Work in progress 13,673 12,285
Finished goods 6,038 5,282
Total inventories (gross) 26,103 21,877
Write-downs at year-end (1,715) (2,256)
Total inventories (net) 24,388 19,621
Indirect production costs included in work in
progress and finished goods 10,640 8,929
Share of total inventories (net) 44 % 46 %
Movements in inventory write-downs:
Write-downs at the beginning of the year 2,256 2,153
Write-downs during the year 1,110 883
Utilisation of write-downs (1,482) (661)
Reversal of write-downs (169) (119)
Write-downs at the end of the year 1,715 2,256
All write-downs in both 2022 and 2021 relate to fully impaired inventory.

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. 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 written down, until there is a high probability
of regulatory approval for the product. 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.
3.4 Trade receivables
DKK million Gross carrying amount Loss allowance Net carrying amount
2022
Not yet due 50,649 (920) 49,729
1-90 days 729 (113) 616
91-180 days 194 (77) 117
181-270 days 149 (51) 98
271-360 days 57 (57) —
More than 360 days past due 302 (302) —
Trade receivables 52,080 (1,520) 50,560
EMEA 9,486 (859) 8,627
China 1,138 — 1,138
Rest of World 5,297 (632) 4,665
North America Operations 36,159 (29) 36,130
Trade receivables 52,080 (1,520) 50,560
2021
Not yet due 40,274 (844) 39,430
1-90 days 1,132 (93) 1,039
91-180 days 212 (74) 138
181-270 days 87 (51) 36
271-360 days 63 (63) —
More than 360 days past due 305 (305) —
Trade receivables 42,073 (1,430) 40,643
EMEA 7,827 (852) 6,975
China 2,564 — 2,564
Rest of World 4,227 (558) 3,669
North America Operations 27,455 (20) 27,435
Trade receivables 42,073 (1,430) 40,643
Movements in allowance for doubtful trade receivables
DKK million 2022 2021
Carrying amount at the beginning of the year 1,430 1,380
Reversal of allowance on realised losses (15) (62)
Net movement recognised in income statement 212 102
Effect of exchange rate adjustment (107) 10
Allowance at the end of the year 1,520 1,430

Novo Nordisk’s customer base is comprised of government agencies, wholesalers, retail pharmacies and other customers.

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. The country risk ratings in 2022 have overall remained unchanged from 2021.

No loss allowance has been recognised on trade receivables in factoring portfolios in 2022 and 2021. Please refer to note 4.3 for more info on 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 split 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.

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 Dun & Bradstreet country risk ratings and an individual assessment. Please refer to note 4.3 for a general description of credit risk.
3.5 Provisions and contingent liabilities
DKK million
Provisions
for sales
rebates1
Provisions
for legal
disputes Provisions
for product
returns
Other
provi-
sions2
2022 Total 2021
Total
At the beginning of the year 50,822 2,157 858 2,057 55,894 39,340
Additional provisions, including increases to existing provisions 206,354 437 591 333 207,715 157,164
Amount used during the year (189,580) (103) (437) (158) (190,278) (142,691)
Adjustments, including unused amounts reversed during the year (1,141) (245) 10 (292) (1,668) (970)
Effect of exchange rate adjustment 3,044 130 8 32 3,214 3,051
At the end of the year 69,499 2,376 1,030 1,972 74,877 55,894
Non-current liabilities3
322 2,028 412 1,828 4,590 4,374
Current liabilities 69,177 348 618 144 70,287 51,520
1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid, 340B drug pricing program and other types of US rebates, as well as rebates in a number of European countries and Canada.
2. Other provisions consists of various types of provisions, including obligations in relation to employee benefits such as jubilee benefits, company-owned life insurance, etc.
3. For non-current liabilities, provisions for sales rebates are expected to be settled after one year, provisions for product returns will be utilised in 2023 and 2024. 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 inherent uncertainties connected with these estimates.

Pending litigation against Novo Nordisk
In January 2021, Novo Nordisk made changes to its policy in the US related to facilitating delivery of its discounted medicines to commercial pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk is currently engaged in litigation against the government seeking a declaration that its 340B policy is consistent with relevant US laws. On 30 January 2023, the U.S. Court of Appeals for the Third Circuit issued a ruling holding that Novo Nordisk’s drug distribution policy meets the requirements of the 340B statute. This ruling, as well as other expected rulings in related matters pending before the U.S. Courts of Appeals for the Seventh and DC Circuits, may be subject to further discretionary appellate review before the US Supreme Court. Depending on the outcome of any subsequent appeals in this and related matters, there may be a material impact on Novo Nordisk’s financial position, net sales and cash flow.

Mosaic Health Inc. and Central Virginia Health Services, Inc. (both 340B covered entities) filed a putative class action lawsuit in NY Federal Court against Novo Nordisk US, Eli Lilly, Sanofi and AstraZeneca alleging a conspiracy among the manufacturers to artificially fix prices of diabetes medications through changes to their policies relating to the distribution of 340B drugs through contract pharmacy arrangements. The lawsuit was subsequently dismissed by the Court on 2 September 2022, and the plaintiffs have sought leave to file an amended complaint. Novo Nordisk does not expect this matter to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Novo Nordisk is currently defending fourteen lawsuits, including three putative class actions, relating to the pricing of diabetes medicines. Four of these cases are pending in New Jersey federal court; four are pending in federal courts in Mississippi, Arkansas, Montana and New York and the remaining six are pending in state courts in Kansas, Illinois, Kentucky, California, Missouri and Puerto Rico. All pending matters also name as defendants Eli Lilly and Company and Sanofi, 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 US 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 in 2015 by a former Novo Nordisk US employee (the “Relator”) in the Western District of Oklahoma. 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. In 2019, the DOJ and 28 state AGs declined to intervene in the Relator’s lawsuit. The State of Washington chose to intervene, and a consolidated complaint was filed and unsealed by the court on 28 May 2020. Novo Nordisk moved to dismiss the complaint, which resulted in certain claims being dismissed and certain claims remaining at this stage of the case. This matter is in the early stages of discovery and 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
Novo Nordisk US has received Civil Investigative Demands (CIDs) or subpoenas from several US authorities including Attorneys General from the states of Washington, New Mexico, New York, Colorado, Vermont, Illinois, Texas, Ohio and the US Federal Trade Commission that call for the production of documents and information relating to, among other things, the company’s trade practices relating to its insulin and GLP-1 products. Novo Nordisk is cooperating with the relevant government authorities in each of these investigative matters and does not expect these matters to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

In December 2021, Novo Nordisk US received a CID from the United States Department of Justice relating to the company’s financial relationships with healthcare professional and prescriptions for Ozempic® and Rybelsus® during the period of 1 January 2016 to present. Novo Nordisk is cooperating with Department of Justice in this investigation and does not expect this matter 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 has responded to the various committees in response to their requests. 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 nor 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 Management's interpretation of applicable laws and regulations, 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 estimates regarding ongoing legal disputes, litigation and investigations
Provisions for legal disputes consist of various types of provisions 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 counsel 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.

v3.22.4

Capital structure and financial items
12 Months Ended

Dec. 31, 2022

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Capital structure and financial items Capital structure and financial items
4.1 Distribution to shareholders
DKK million 2022 2021 2020
Interim dividend for the year 9,613 8,021 7,570
Dividend for prior year 15,690 13,496 12,551
Share repurchases for the year 24,086 19,447 16,855
Total 49,389 40,964 36,976

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.

The net cash distribution to shareholders in the form of dividends and share repurchases amounts to DKK 49,389 million, compared with a free cash flow of DKK 57,362 million.

The total dividend for 2022 amounts to DKK 27,950 million (DKK 12.40 per share). The 2022 final dividend of DKK 18,337 million (DKK 8.15 per share) is expected to be distributed pending approval at the Annual General Meeting. The interim dividend of DKK 9,613 million (DKK 4.25 per share) was paid in August 2022. The total dividend for 2021 was DKK 23,711 million (DKK 10.40 per share), of which the final dividend of DKK 15,690 million (DKK 6.90 per share) was paid in March 2022. No dividend is declared on treasury shares.

Novo Nordisk's dividend pay-outs are complemented by share repurchase programmes.
4.2 Share capital, Treasury shares and Other reserves
Development in number of shares

Million shares
A shares B shares Total
Shares beginning of 2021 537 1,813 2,350
Shares cancelled in 2021 — (40) (40)
Outstanding shares end of 2021 537 1,773 2,310
Shares cancelled in 2022 — (30) (30)
Outstanding shares end of 2022 537 1,743 2,280

Each A share of DKK 0.2 per share carries 200 votes and each B share of DKK 0.2 per share carries 20 votes. At the end of 2022, the share capital amounted to DKK 107 million in A share capital (DKK 107 million in 2021 and 2020) and DKK 349 million in B share capital (DKK 355 million in 2021 and DKK 363 million in 2020).

Treasury shares 2022 2021
Market value,
DKK million Number of
B shares
(million) Number of
B shares
(million)
Holding at the beginning
of the year 22,858 31.1 37.5
Cancellation of treasury shares (22,050) (30.0) (40.0)
Released allocated shares to employees (1,350) (1.8) (1.1)
Purchase during the year 24,086 30.8 34.7
Value adjustment 4,698 — —
Holding at the end of the year 28,242 30.1 31.1
At the end of 2022, the holding of treasury shares amounted to 1.3% of the total outstanding shares (1.3% of the outstanding shares in 2021). 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 and restricted stock units to employees. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.2 per share. Differences between this amount and the amount paid to acquire or received for disposing of treasury shares are deducted directly in retained earnings.

The purchase of treasury shares during the year relates to the remaining part of the 2021 share repurchase programme, totalling DKK 1.6 billion and the DKK 24 billion Novo Nordisk B share repurchase programme for 2022, of which DKK 1.5 billion was outstanding at year-end. The programme ended on 30 January 2023.

Specification of Other reserves
DKK million Exchange rate ad-
justments Cash flow hedges Tax and other items Total
2020
Reserve at the beginning of the year (839) (329) 474 (694)
Other comprehensive income, net (1,689) 1,713 (567) (543)
Transferred to
intangible assets — 418 (92) 326
Reserve at the end
of the year (2,528) 1,802 (185) (911)
2021
Other comprehensive income, net 1,624 (3,557) 1,117 (816)
Transferred to
intangible assets — 15 (2) 13
Reserve at the end
of the year (904) (1,740) 930 (1,714)
2022
Other comprehensive income, net 2,289 2,766 (892) 4,163
Reserve at the end
of the year 1,385 1,026 38 2,449
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. As of 31 December 2022, distributable reserves total DKK 63,136 million (DKK 51,114 million in 2021), corresponding to the parent company's retained earnings and reserve for cash flow hedges and exchange rate adjustments.
4.3 Financial risks

Management has assessed the following key financial risks:

Type Financial risk
Foreign exchange risk High
Credit risk Low
Interest rate risk Low
Liquidity risk Low

Novo Nordisk has a centralised management of the Group's financial risks. The overall objectives and policies for the company's financial risk management are outlined in the 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 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 CAD, while the EUR exchange rate risk is regarded as low because of Denmark's fixed exchange rate policy towards EUR.

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.
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. 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. Management has chosen to classify the result of hedging activities as part of financial items.

Key currencies
USD CNY JPY CAD GBP
Average exchange rate applied (DKK per 100)
2022 708 105 5.40 543 873
2021 629 97 5.73 502 865
2020 654 95 6.13 488 839
Year-end exchange rate applied (DKK per 100)
2022 697 101 5.29 515 838
2021 657 103 5.70 517 885
2020 606 93 5.88 474 824

Foreign exchange rate sensitivity analysis
At year-end, an immediate 5% decrease in the disclosed currencies versus DKK and EUR is estimated by Management to have the following impact on Novo Nordisk's operating profit for the next 12 months.

Sensitivity on operating profit of an immediate 5% decrease in key currencies1
DKK million USD CNY JPY CAD GBP
2023 (3,180) (500) (240) (320) (160)
2022 (2,350) (360) (230) (200) (120)
1. An immediate 5% increase would have the opposite impact of the above.
As per the end of 2022, a positive market value of financial contracts related to hedging of foreign exchange risk of DKK 1,026 million has been deferred for recognition in 2023 (In 2021 a negative market value of DKK 1,740 million was deferred for recognition in 2022).
Sensitivity of an immediate 5% decrease in currency rates on 31 December versus DKK and EUR2
DKK million 2022 2021
Sensitivity of all currencies
Income statement (37) (113)
Other comprehensive income 3,431 2,677
Total 3,394 2,564
Hereof sensitivity of USD
Income statement 150 87
Other comprehensive income 2,923 2,218
Total 3,073 2,305
2. An immediate 5% increase would have the opposite impact of the above.
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 and foreign exchange forwards. Anticipated currency transactions, investments in foreign subsidiaries and non-current assets are not included.

Financial contracts coverage at year end
Months USD
CNY3
JPY CAD GBP
2022 12 0 12 9 11
2021 12 0 12 9 11
3. Chinese yuan traded offshore (CNH) is used to hedge Novo Nordisk's CNY currency exposure.
The table above shows financial contracts existing at year-end to cover the expected future cash flow for the disclosed number of months. During 2022, the hedging horizon varied between 9 and 12 months for USD, JPY, CAD and GBP. Average hedge rate for USD cash flow hedges is 696 at the end of 2022 (628 at the end of 2021).

Credit risk
Credit risk arises from the possibility that transactional counterparties
may default on their obligations, causing financial losses for the Group.

Credit risk exposure to financial counterparties

Credit exposure for cash at bank, marketable securities and derivative financial instruments (fair value)
DKK million Cash at
bank Marketable securities Derivative financial instruments Total
2022
AAA range 6 10,797 — 10,803
AA range 5,507 — 963 6,470
A range 6,550 124 1,764 8,438
BBB range 124 — — 124
Not rated or below BBB range 466 — — 466
Total 12,653 10,921 2,727 26,301
2021
AAA range 477 6,765 — 7,242
AA range 3,726 — 585 4,311
A range 5,637 — 1,105 6,742
BBB range 23 — — 23
Not rated or below BBB range 857 — — 857
Total 10,720 6,765 1,690 19,175

Novo Nordisk considers its maximum credit exposure to financial counterparties to be DKK 26,301 million (DKK 19,175 million in 2021). 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 52,714 million (DKK 43,425 million in 2021). Please refer to note 4.9 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 rating agencies: Standard and Poor's, Moody's and Fitch. Furthermore, maximum credit lines defined for each counterparty diversify the overall counterparty risk. The credit risk on
marketable securities is low, as investments are made in highly liquid bonds with predominantly AAA credit ratings.

Credit risk exposure to non-financial counterparties
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 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. The country risk ratings in 2022 have overall remained unchanged from 2021 to 2022.

Trade receivable programmes
At year-end, the Group had derecognised receivables without recourse having due dates after 31 December 2022 amounting to:

DKK million 2022 2021 2020
US 1,394 1,313 1,817
Japan 2,273 2,453 2,351

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.

Please refer to note 3.4 for the split of allowance for trade receivables by geographical segment.

Interest rate risk
Novo Nordisk’s exposure to interest rate risk is considered to be low due to the capital structure. Non-current debt consists of fixed rate instruments. Interest rate risk on marketable securities of DKK 10,921 million is considered low due to a low portfolio duration.

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.

Financial reserves comprise the sum of cash and cash equivalents at the end of the year, marketable securities with original term to maturity exceeding three months 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.

Financial reserves
DKK million 2022 2021 2020
Cash and cash equivalents
(note 4.6)
12,653 10,719 12,226
Marketable securities 10,921 6,765 —
Undrawn committed credit facility4
11,527 11,526 11,531
Undrawn bridge facility5
— — 5,577
Borrowings (Note 4.5)
(480) (12,861) (576)
Financial reserves 34,621 16,149 28,758

4. The undrawn committed credit facility comprises a EUR 1,550 million facility (EUR 1,550 million in 2021 and EUR 1,550 million in 2020) committed by a portfolio of international banks. The facility matures in 2025.
5. For 2020, the undrawn bridge facility comprises the EUR 750 million (DKK 5,577 million) undrawn portion of EUR 1,500 million bridge facility.

4.4 Derivative financial instruments
Derivative financial instruments 2022 2021
DKK million 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
Forward contracts USD1
59,292 1,591 907 42,351 17 1,667
Forward contracts JPY, GBP and CAD 10,677 373 31 9,032 32 122
Forward contracts, cash flow hedges 69,969 1,964 938 51,383 49 1,789
Forward contracts USD1
38,432 639 1,942 30,909 1,607 284
Forward contracts CNH, CAD, EUR, GBP and JPY 4,111 124 23 7,361 34 111
Forward contracts, fair value hedges 42,543 763 1,965 38,270 1,641 395
Total derivative financial instruments 112,512 2,727 2,903 89,653 1,690 2,184
Recognised in the income statement 763 1,965 1,641 395
Recognised in other comprehensive income 1,964 938 49 1,789
1. Average hedge rate for USD cash flow hedges is 696 at the end of 2022 (628 at the end of 2021) and average hedge rate for USD fair value hedges is 714 at the end of 2022 (628 at the end of 2021).

The fair value of cash flow hedges at year-end 2022, a gain of DKK 1,026 million, has been recognised in other comprehensive income.

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. There is no expected ineffectiveness at 31 December 2022, primarily because hedging instruments match currencies of hedged cash flows.

Use of derivative financial instruments
The derivative financial instruments are used to manage the exposure to foreign exchange risk. None of the derivatives are held for trading. Novo Nordisk uses forward exchange contracts to hedge forecast transactions, assets and liabilities.

Net investments in foreign subsidiaries are currently not hedged.

Accounting policies
On initiation of the contract, Novo Nordisk designates each derivative financial contract that qualifies for hedge accounting as one of:

– 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 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.
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 forecasted transaction is ultimately recognised in the income statement. When a forecasted 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.

For additional disclosures on accounting policies for financial instruments please refer to note 4.9.

4.5 Borrowings
Contractual undiscounted cash flows 2022
DKK million Leases Issued Euro-bonds Loans
Bank over-drafts1
Total
2022
Within 1 year 1,088 — — 480 1,568
1-3 years 1,566 8,556 — — 10,122
3-5 years 923 3,707 — — 4,630
More than 5 years 1,416 8,512 — — 9,928
Total 4,993 20,775 — 480 26,248
Carrying amount end of the year 4,529 20,775 — 480 25,784
Non-current liabilities 3,543 20,775 — — 24,318
Current liabilities 986 — — 480 1,466
2021
Within 1 year 946 — 12,503 359 13,808
1-3 years 1,475 4,854 — — 6,329
3-5 years 942 — — — 942
More than 5 years 1,266 4,800 — — 6,066
Total 4,629 9,654 12,503 359 27,145
Carrying amount end of the year 4,129 9,654 12,503 359 26,645
Non-current liabilities 3,307 9,654 — — 12,961
Current liabilities 822 — 12,503 359 13,684

Issuance of Eurobonds Nominal value in millions
Interest Maturity EUR DKK
0.000% Fixed Jun 2024 650 4,834
0.750% Fixed Mar 2025 500 3,718
1.125% Fixed Sep 2027 500 3,718
0.125% Fixed Jun 2028 650 4,834
1.375% Fixed Mar 2030 500 3,718
Reconciliation of liabilities arising from financing activities
Non-cash movements
DKK million Beginning of the year Re-payments Proceeds
Additions2
Disposals Exchange rates Other End of the year
2022
Lease liabilities 4,129 (998) — 1,358 (1) 43 (2) 4,529
Issued Eurobonds 9,654 — 11,120 — — (2) 3 20,775
Loans 12,503 (12,623) — — — 120 — —
Bank overdrafts1
358 (2) 95 — — 27 2 480
Liabilities arising from financing activities 26,644 (13,623) 11,215 1,358 (1) 188 3 25,784
Bank overdrafts1
1 (1) — — — — — —
Total borrowings 26,645 (13,624) 11,215 1,358 (1) 188 3 25,784
2021
Lease liabilities 3,672 (874) — 1,183 — 146 2 4,129
Issued Eurobonds — — 9,657 — — — (3) 9,654
Loans 5,577 (5,577) 12,503 — — — — 12,503
Bank overdrafts1
576 (238) — — — 17 3 358
Liabilities arising from financing activities 9,825 (6,689) 22,160 1,183 — 163 2 26,644
Bank overdrafts1
531 (527) — — — — (3) 1
Total borrowings 10,356 (7,216) 22,160 1,183 — 163 (1) 26,645
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021).
2. Includes additions from acquisitions of businesses.
Eurobonds
In 2022, three tranches with aggregate principal amount of EUR 1.5 billion corresponding to DKK 11.1 billion were launched under the programme. Net proceeds of the issuances have been used for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc. in 2021. In 2021, two tranches with an aggregate principal amount of EUR 1.3 billion corresponding to DKK 9.7 billion were launched. Net proceeds of the issuances have been used by Novo Nordisk for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Emisphere Technologies Inc. in 2020. Issued Eurobonds are listed on Euronext Dublin. The total fair value of issued Eurobonds amounts to DKK 18.7 billion (DKK 9.6 billion in 2021).

Sale and repurchase agreement
In 2021, as part of bridge funding the acquisition of Dicerna Pharmaceuticals, Inc., Novo Nordisk entered into a sale and repurchase agreement of marketable securities (REPO). On 31 December 2021, the carrying amount of the assets transferred was DKK 5,937 million, and the
associated liabilities amounted to DKK 5,937 million. The repurchase was fixed, and Novo Nordisk therefore retained full exposure from fair value
changes of the marketable securities. Therefore, the transaction was treated as a collateralised lending arrangement. The marketable securities were repurchased in 2022.

Accounting policies
The lease liabilities 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. Lease liabilities are 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. The lease liability is subsequently remeasured to reflect changes in future lease payments, e.g. changes in lease terms. Issued bonds, loans and bank overdrafts are initially recognised at the fair value of the proceeds received less transaction costs. In subsequent periods these are measured at amortised cost using the effective interest method. The difference between the proceeds received and the nominal value is recognised in financial income or financial expenses over the term of the loan. Where substantially all the risks and rewards of ownership are retained in financial assets that have been transferred, the assets are not derecognised and the proceeds obtained are recognised as a financial liability. For fair value determination please refer to note 4.9.
4.6 Cash and cash equivalents

DKK million 2022 2021 2020
Cash at bank (note 4.3)
12,653 10,720 12,757
Borrowings1 (note 4.5)
— (1) (531)
Cash and cash equivalents 12,653 10,719 12,226
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021).
Cash and cash equivalents at 31 December 2022 includes DKK 458 million that is restricted (DKK 1,123 million in 2021). The restricted cash balance relates to subsidiaries in which availability of currency for remittance of funds is temporarily scarce.

Accounting policies
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.
4.7 Other non-cash items
DKK million 2022 2021 2020
Reversals of non-cash income statement items
Interest income and interest expenses, net (note 4.10)
139 58 53
Capital gain/(loss) on investments, net, etc. (note 4.10)
124 (340) 195
Result of associated companies (note 4.10)
189 24 (149)
Share-based payment costs
(note 5.1)
1,539 1,040 823
Increase/(decrease) in provisions (note 3.5) and retirement benefit obligations
19,080 16,581 3,605
Other 1,239 (4,354) 3,322
Total other non-cash items 22,310 13,009 7,849
4.8 Change in working capital
DKK million 2022 2021 2020
Inventories (4,767) (1,085) (895)
Trade receivables (9,917) (12,909) (2,822)
Other receivables and prepayments (968) (469) (419)
Trade payables 6,717 3,153 (641)
Other liabilities 4,006 2,595 1,274
Adjustment for payables related to non-current assets (1,567) (15) 879
Adjustment related to acquisition of businesses (143) (1,409) —
Change in working capital including exchange rate adjustments (6,639) (10,139) (2,624)
Exchange rate adjustments 1,303 1,483 (1,729)
Cash flow change in working capital (5,336) (8,656) (4,353)
4.9 Financial assets and liabilities
Financial assets by category
DKK million 2022 2021
Other financial assets 559 553
Marketable securities 10,921 6,765
Financial assets at fair value through the income statement 11,480 7,318
Derivative financial instruments (note 4.4)
2,727 1,690
Derivatives used as hedging
instruments (assets) 2,727 1,690
Other financial assets 457 363
Trade receivables (note 3.4)
16,593 15,036
Other receivables and prepayments (current and non-current) 6,211 5,304
– less prepayments and VAT receivables (5,073) (3,438)
Cash at bank (note 4.6)
12,653 10,720
Financial assets at amortised cost 30,841 27,985
Trade receivables in a factoring portfolio 33,967 25,607
Financial assets at fair value through other comprehensive income 33,967 25,607
Total financial assets at the end of the year by category 79,015 62,600
Financial liabilities by category
Derivative financial instruments (note 4.4)
2,903 2,184
Derivatives used as hedging
instruments (liability) 2,903 2,184
Borrowings (non-current) (note 4.5)
24,318 12,961
Borrowings (current) (note 4.5)
1,466 13,684
Trade payables 15,587 8,870
Other liabilities (non-current) 100 360
Other liabilities (current) 23,606 19,600
– less VAT and duties payable (875) (590)
Financial liabilities measured at
amortised cost 64,202 54,885
Total financial liabilities at the end of the year by category1
67,105 57,069
1. Please refer to note 4.5 for a maturity analysis for non-current and current borrowings.
Financial assets with the exception of other financial assets and the non-current part of other receivables and prepayments (DKK 206 million in 2022, DKK 267 million in 2021) are all due within one year. Other financial assets at amortised cost include DKK 433 million which are due in more than five years (DKK 335 million in 2021). Other financial assets measured at fair value through the income statement are minor shareholdings.

Fair value measurement hierarchy
DKK million 2022 2021
Active market data 11,288 7,169
Directly or indirectly observable market data 2,727 1,690
Not based on observable market data 34,159 25,756
Total financial assets at fair value 48,174 34,615
Active market data — —
Directly or indirectly observable market data 2,903 2,184
Not based on observable market data — —
Total financial liabilities at fair value 2,903 2,184
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 2022 or 2021. Disclosed fair value of issued Eurobonds are based on 'Active market data'. 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, please refer to notes 4.3 and 4.4.

Accounting policies
Depending on purpose, Novo Nordisk classifies financial instruments into the following categories:

– Financial assets at fair value through the income statement
– Financial assets used as hedging instruments
– Financial assets at amortised cost
– Financial assets at fair value through other comprehensive income
– Financial liabilities used as hedging instruments
– Financial liabilities at amortised cost

Management determines the classification of its financial instruments 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
Financial assets at fair value through the income statement consist of equity investments and marketable securities. These financial instruments are initially recognised at fair value. Equity investments are included in other financial assets. Net gains and losses arising from changes in the fair value of equity instruments and marketable securities are recognised in the income statement as financial income or expenses. For a description of accounting policies on derivative financial instruments designated to hedge accounting, please refer to note 4.4.

Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements.

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. These are initially measured at fair value less transaction costs, except for trade receivables that are initially measured at the transaction price. Subsequently, they are measured at amortised cost using the effective interest method less impairment. For a description of accounting policies on trade receivables, please refer to note 3.4.

Purchases and sales of financial assets are recognised on the settlement date. 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 substantially transferred all the risks and rewards of ownership.

Financial liabilities at fair value through the income statement consist of financial derivative instruments.

Financial liabilities at amortised cost consist of borrowings (loans, issued Eurobonds, bank overdrafts and lease liabilities), trade payables and other liabilities (primarily employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue). Other liabilities primarily comprises employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue. These are initially recognised at the fair value of the proceeds received less transaction costs. The difference between the proceeds received and the nominal value is recognised in financial expenses over the term of the loan using the effective interest method. For initial recognition of lease liabilities refer to note 4.5.

Financial liabilities are derecognised when the obligation is repaid, cancelled or expires.
Fair value measurement
If an active market exists, the fair value of a financial instrument 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. 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. The fair value of such financial instruments are determined on the basis of quoted market prices of financial instruments traded in active markets. 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 input are used to measure the fair value.

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.
4.10 Financial income and expenses
Financial income
DKK million 2022 2021 2020
Financial income
Interest income1
239 231 337
Foreign exchange gain (net) — — 1,142
Financial gain from forward contracts (net) — 2,316 —
Capital gain on investments, etc. — 340 —
Result of associated companies — — 149
Total financial income 239 2,887 1,628
Financial expenses
Interest expenses1
378 289 390
Foreign exchange loss (net) 2,885 1,972 —
Financial loss from forward contracts (net) 1,766 — 1,889
Capital loss on investments, etc. 124 — 195
Capital loss on marketable securities 463 44 —
Result of associated companies 189 24 —
Other financial expenses 181 122 150
Total financial expenses 5,986 2,451 2,624
1. Total interest income and expenses is measured at amortised cost for financial assets and liabilities.
Financial impact from forward contracts, specified
DKK million 2022 2021 2020
Income/(loss) transferred from other comprehensive income (1,740) 1,802 (329)
Value adjustment of transferred contracts (3,772) (1,411) 79
Unrealised fair value adjustments of forward contracts2
(1,202) 1,246 (835)
Realised foreign exchange gain/(loss) on forward contracts 4,948 679 (804)
Financial income/(expense) from forward contracts (1,766) 2,316 (1,889)
2. Please refer to note 4.4 Derivative financial instruments for information on open fair value hedge contracts at 31 December.
Accounting policies
As described in note 4.3, Management has chosen to classify the result of hedging activities as part of financial items in the income statement except for foreign currency-risk cash flow hedges 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.

v3.22.4

Other disclosures
12 Months Ended

Dec. 31, 2022

Additional information [abstract]

Other disclosures
Other disclosures

5.1 Share-based payment schemes

Share-based payment expensed in the income statement
DKK million 2022 2021 2020
Restricted stock units to employees 265 189 189
Long-term share-based incentive programme (Management Board)1
250 234 162
Long-term share-based incentive programme (management group below Management Board) 819 598 436
Shares allocated to individual employees 205 19 36
Share-based payment expensed in the income statement 1,539 1,040 823
1. In 2021, Novo Nordisk introduced a new share-based compensation programme with terms, which amortises the grant date valuation over three years (2019 and 2020 programmes were amortised over four years). The 2022 expense includes amortisation of the 2019, 2020, 2021 and 2022 programmes.

Outstanding restricted stock units (million) Restricted stock units
to employees Shares for
Management Board Shares for management group below Management Board Shares allocated to
individual employees Total
2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020
Outstanding at the beginning
of the year 2.0 2.1 2.1 2.2 1.8 1.3 5.5 4.5 3.2 0.2 0.2 0.3 9.9 8.6 6.9
Released allocated shares (0.0) (0.1) (0.0) (0.5) (0.3) (0.1) (1.2) (0.6) (0.2) (0.1) (0.1) (0.1) (1.8) (1.1) (0.4)
Cancelled allocated shares — — — (0.1) 0.0 (0.0) (0.2) (0.3) (0.1) (0.0) (0.0) (0.0) (0.3) (0.3) (0.1)
Allocated in the year 0.4 — — 0.4 0.5 0.4 1.7 1.6 1.0 0.4 0.1 — 2.9 2.2 1.4
Performance adjustment2
— — — — 0.2 0.2 — 0.3 0.6 — — — — 0.5 0.8
Outstanding at the end of the year 2.4 2.0 2.1 2.0 2.2 1.8 5.8 5.5 4.5 0.5 0.2 0.2 10.7 9.9 8.6
2. The number of shares for Management Board and management group below Management Board has been adjusted as the targets set by the Board are expected to be exceeded for the 2019, 2020, 2021 and 2022 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 31 January 2023, the Board of Directors approved an interim allocation of 0.4 million Novo Nordisk B shares to the members of the Management Board for the 2022 financial year. The number of shares is periodically estimated based on long-term incentive performance. The final number of shares allocated for the 2022 programme is to be decided at the end of the performance period in 2024. The value at launch of the programme (adjusted for expected dividends) was DKK 234 million.

The cost of the 2022 programme is amortised over the vesting period of 2022-2024 at an annual amount of DKK 78 million. The maximum share allocation cannot exceed 26 months' base salary for the CEO, 19.5 months' base salary for executive vice presidents and up to 15.6 months' base salary for senior vice presidents. Financial targets are set by the Board for a three-year period, while every year the Board sets the non-financial targets, with the first time having been in February 2022 for the year 2022.

The grant date of the programme was February 2022, and the share price used for the determining the grant date fair value of the award was the average share price for Novo Nordisk B shares on Nasdaq Copenhagen in the period 2-16 February 2022, adjusted for the expected dividend (DKK 639). 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 for 2019 were released to the individual participants subsequent to approval of the 2022 Annual Report by the Board of Directors and after the announcement of the 2022 full-year financial results on 1 February 2023. The shares allocated correspond to a value at launch of the programme of DKK 152 million, expensed over the vesting period of 2019-2022. The number of shares to be transferred (0.6 million shares) is higher than the original number of shares allocated, as the average sales growth in the three-year vesting period was above the maximum performance target set by the Board and consequently, the number of shares increased by 30%.

All restricted stock units and shares allocated to Management are settled by treasury shares at the time of vesting.

General terms and conditions of 2020-2022 programmes
Shares for
Management Board Shares for management group below Management Board Shares allocated to
individual employees
2022 2021 2020 2022 2021 2020 2022 2021 2020
Number of shares awarded
in the year (million) 0.4 0.5 0.4 1.7 1.6 1.0 0.4 0.1 0.0
Value per share at launch (DKK) 639 423 411 639 423 411 743 538 391
Total market value at
year-end (DKK million) 234 223 152 1,062 649 416 316 71 17
Performance and vesting period
2022 to 2024 2021 to 2023 2020 to 2023 2022 to 2024 2021 to 2023 2020 to 2023 2022 to 2025 2021 to 2024 2020 to 2023
Allocated to recipients Feb 2025 Feb 2024 Feb 2024 Feb 2025 Feb 2024 Feb 2024 2025 2024 2023
Amortisation period 3 years 3 years 4 years 3 years 3 years 4 years 3 years 3 years 3 years

Management group below the Management Board
The management group below the Management Board has a share-based incentive programme with similar performance criteria. For 2022, a total of 1.7 million shares have currently been allocated to this group, corresponding to a value at launch of the programme adjusted for expected dividends of DKK 1,062 million. The number of shares is periodically estimated based on long-term incentive performance. The final number of shares allocated for the 2022 programme is decided at the end of the performance period in 2024. The cost of the 2022 programme is amortised over the vesting period of 2022-2024 at an annual amount of DKK 354 million. Financial targets are set by the Board for a three-year period, while every year the Board sets the non-financial targets.

The shares allocated for 2019 were released to the individual participants subsequent to approval of the 2022 Annual Report by the Board of Directors and after the announcement of the 2022 full-year financial results on 1 February 2023. The shares allocated correspond to a value at launch of the programme of DKK 387 million amortised over the period 2019-2022. The number of shares to be transferred (1.5 million shares) is higher than the original number of shares allocated, as the average sales growth in the three-year vesting period was above the maximum performance target set by the Board and consequently the number of shares increased by 30%.
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 performance and 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.
5.2 Commitments
Contractual obligations not recognised in the balance sheet
DKK million (Undiscounted) Current Non-current Total
2022
Leases1
205 1,641 1,846
Research and development obligations 5,988 7,582 13,570
Research and development – potential milestone payments2
376 5,011 5,387
Commercial product launch – potential milestone payments2
— 7,598 7,598
Purchase obligations relating to investments in property, plant and equipment 1,696 1,427 3,123
Other purchase obligations 18,762 14,366 33,128
Total obligations not recognised in the balance sheet 27,027 37,625 64,652
2021
Leases1
145 636 781
Research and development obligations 4,196 6,357 10,553
Research and development – potential milestone payments2
771 4,220 4,991
Commercial product launch – potential milestone payments2
— 5,966 5,966
Purchase obligations relating to investments in property, plant and equipment 545 — 545
Other purchase obligations 13,407 5,998 19,405
Total obligations not recognised in the balance sheet 19,064 23,177 42,241
1. Predominantly relates to estimated variable property taxes, leases committed but not yet commenced and low value leases.
2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities.
Contractual obligations
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 purchase obligations related to investments in property, plant and equipment primarily relates to production capacity expansion projects. Novo Nordisk expects to fund these commitments with existing cash and cash flow from operations.

The contractual obligations not recognised in the balance sheet represent contractual payments and are not discounted and are not risk-adjusted.

Other guarantees
Other guarantees amount to DKK 1,222 million (DKK 1,251 million in 2021). Other guarantees primarily relate to performance guarantees issued by
Novo Nordisk.
5.3 Acquisition of businesses

Fair value recognised at date of acquisition
2022 2021
DKK million Forma Thera-
peutics Dicerna Pharma-ceuticals
Intellectual property rights 5,766 18,687
Other intangible assets 492 24
Financial assets 77 31
Marketable securities 1,470 861
Cash 1,027 3,033
Deferred tax assets (liabilities), net (1,233) (3,480)
Other net assets (21) (1,468)
Net identifiable assets acquired 7,578 17,688
Goodwill 524 4,346
Purchase price 8,102 22,034
Settlement of pre-existing relationship — (145)
Fair value of existing shareholdings — (573)
Consideration transferred 8,102 21,316
Cash acquired (1,027) (3,033)
Cash used for acquisition of businesses 7,075 18,283

Business combinations in 2022
On 14 October 2022, Novo Nordisk acquired all outstanding shares of the publicly held US company Forma Therapeutics Holdings, Inc. at a price of 20 USD per share via a cash tender offer, equal to a total purchase price of DKK 8,102 million. Novo Nordisk had no pre-acquisition ownership stake in, or pre-existing collaboration with Forma Therapeutics Holdings, Inc.

About Forma Therapeutics Holdings, Inc.
Forma Therapeutics Holdings, Inc., including its two fully owned subsidiaries Forma Therapeutics, Inc. and Forma Securities Corp, (Collectively Forma Therapeutics) is a clinical-stage biopharmaceutical company focused on the research, development and commercialization of novel therapeutics to transform the lives of patients with rare haematological diseases.

Strategic rationale
The acquisition of Forma Therapeutics, including its lead development candidate, etavopivat, is aligned with Novo Nordisk’s strategy to complement and accelerate its scientific presence and pipeline in haemoglobinopathies, a group of disorders in which there is abnormal production or structure of the haemoglobin protein in the red blood cells. Etavopivat, an investigational oral, once-daily, selective pyruvate kinase-R (PKR) activator, is being developed to improve anaemia and red blood cell health in people with sickle cell disease (SCD), a seriously debilitating, life-threatening and life shortening disease.

Details of the acquisition
The purchase price allocated to goodwill, intellectual property rights, other intangible assets, and deferred tax assets and liabilities, is considered provisional due to uncertainty on key assumptions which require detailed analysis which has not been possible to conclude as of 31 December 2022. Adjustments may be applied to the purchase price allocation for a period of up to 12 months from the acquisition date.

The goodwill is primarily attributable to the highly-skilled workforce in place at Forma Therapeutics. The goodwill is fully allocated to the rare disease business segment and is not deductible for tax purposes.

Transaction costs of DKK 51 million are included in other operating income and expenses in the income statement for 2022.

Business combinations in 2021
On 28 December 2021, Novo Nordisk acquired all outstanding shares of
the publicly held US company Dicerna Pharmaceuticals, Inc. via a cash
tender offer. Before the acquisition, Novo Nordisk held 2.9% of the shares in Dicerna Pharmaceuticals, Inc. at a fair value of DKK 573 million.

The total purchase price amounts to DKK 22,034 million, which has been settled by the fair value of existing shareholdings of DKK 573 million, settlement of a pre-existing relationship of DKK 145 million and a cash consideration of DKK 21,316 million.

The goodwill is primarily attributable to the highly-skilled workforce and expected synergies generated from Novo Nordisk's know-how and commercialisation abilities within protein and peptide based medicines and Dicerna Pharmaceuticals, Inc.’s know-how within RNAi technology. The goodwill is not deductible for tax purposes.

Transaction costs of DKK 124 million are included in other operating income and expenses in the income statement for 2021.

At end of 2021, the purchase price allocation for the acquisition of Dicerna Pharmaceuticals, Inc. was provisional. The allocation was finalised in 2022 without any adjustments.

Accounting policies
The acquisition method of accounting is used to account for all business combinations.

The purchase price for a business comprises the fair values of the assets transferred, liabilities incurred to the former owners including warrant holders of the acquired business and the fair value of any asset or liability resulting from a contingent consideration arrangement. Any amount of the purchase price which effectively comprises a settlement of a pre-existing relationship is not part of the exchange for the acquiree and is therefore not included in the consideration for the purpose of applying the acquisition method. Settlements of pre-existing relationships are accounted for as separate transactions in accordance with the relevant IFRS standards.

Identifiable assets and liabilities and contingent liabilities assumed are measured at fair value at the date of acquisition by applying relevant valuation methods. Acquisition-related costs are expensed as incurred.
Goodwill is recognised at the excess of purchase price over the fair value of net identifiable assets acquired and liabilities assumed.
Key accounting estimate in determining the fair value of intangible assets and judgement of whether a transaction is an asset acquisition or a business combination
Management makes judgements related to intangible assets when assessing whether a transaction is a business combination or an asset acquisition. The assessment of whether a transaction is a business combination or an asset acquisition involves the optional concentration test, which is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If met the transaction is accounted for as an asset acquisition. If not met, an assessment is made if the acquired company comprise of a business, and should be accounted for as a business combination.

The application of the acquisition method involves the use of significant estimates as the identifiable net assets of the acquiree are recognised at their fair value for which observable market prices are typically not available. This is particularly relevant for intangible assets which require use of valuation techniques typically based on estimates of present value of future uncertain cash flows.

For the 2022 acquisition of Forma Therapeutics Holdings, Inc. valuations of intellectual property rights were based on estimated and risk adjusted net present value of future cash flows. For the 2021 acquisition of Dicerna Pharmaceuticals, Inc. valuation of intellectual property rights is mainly based on Relief From Royalty models, where Management has estimated the net present value of royalties and milestone payments, if the existing research collaboration and license agreement had been extended in time and scope to cover all of the proprietary RNAi technology. Further, pipeline assets and research collaboration and license agreements with other parties than Novo Nordisk are valued based on estimated and risk adjusted net present value of future cash flows.
5.4 Related party transactions

Material transactions with related parties
DKK million 2022 2021 2020
Novo Holdings A/S
Purchase of Novo Nordisk B shares 6,984 6,695 5,963
Dividend payment to Novo Holdings A/S 7,207 6,144 5,767
NNIT Group
Services provided by NNIT 660 593 775
Dividend payment from NNIT — (4) (18)
Novozymes Group
Services provided by Novo Nordisk (78) (116) (113)
Services provided by Novozymes 92 78 72
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 76.9% 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 associated companies of Novo Holdings A/S, Unchained Labs, Inc. and Altascience Company Inc. are considered related parties 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 and Executive Management of Novo Nordisk A/S.
In 2022, Novo Nordisk A/S acquired 8,415,000 B shares, worth DKK 7.0 billion, from Novo Holdings A/S as part of the DKK 24.0 billion share repurchase programme. The transaction price for each transaction was calculated as the average market price in the open window period following the announcements of the financial results for the four quarters in 2022.

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, Inc., Sonion A/S or CS Solar Fund XIV.

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 2022, nor were there any in 2021 or 2020.

There were no material unsettled balances with related parties at the end of the year.
5.5 Fee to statutory auditors

DKK million 2022 2021 2020
Statutory audit1
38 26 26
Audit-related services 2 3 3
Tax advisory services 3 4 9
Other services 12 4 4
Total fee to statutory auditors 55 37 42
1. 2022 statutory audit fee includes DKK 9 million of additional fee related to 2021.
Fees for services other than statutory audit of the financial statements amount to DKK 17 million (DKK 11 million in 2021 and DKK 16 million in 2020).

In 2022, Deloitte Statsautoriseret Revisionspartnerselskab provided other services than statutory audit in the amount of DKK 12 million (DKK 6 million in 2021) which relate to tax compliance and transfer pricing, management consulting for strategic projects, educational training, review of ESG data, and other assurance assessments and opinions.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PricewaterhouseCoopers Denmark) provided other services in the amount of DKK 9 million in 2020 which relate to tax compliance and transfer pricing, educational training, review of ESG data, due diligence and other assurance assessments and opinions.
5.6 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. 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.

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 prevailing exchange rates 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.
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.

Cash flow statement
The Cash flow statement is presented in accordance with the indirect method commencing with net profit for the year.
5.7 Companies in the Novo Nordisk Group

Activity: • Sales and marketing • Production
• Research and development • Services/investments

Company and country Activity
Parent company
Novo Nordisk A/S, Denmark • • • •
Subsidiaries by geographical area
Company and country Percentage of shares owned Activity
North America Operations
Novo Nordisk Canada Inc., Canada 100 •
Novo Nordisk Inc., US 100 •
Novo Nordisk North America Operations A/S, Denmark 100 •
Novo Nordisk Pharmaceutical Industries LP, US 100 •
Novo Nordisk Pharmatech US, Inc., US 100 •
Novo Nordisk Pharma, Inc., US 100 •
Novo Nordisk Research Center Indianapolis, Inc., US 100 •
Novo Nordisk Research Center Seattle, Inc., US 100 •
Novo Nordisk US Bio Production, Inc., US 100 •
Novo Nordisk US Commercial Holdings, Inc., US 100 •
Novo Nordisk US Holdings Inc., US 100 •
Corvidia Therapeutics, Inc., US 100 •
Dicerna Pharmaceuticals, Inc., US 100 •
Emisphere Technologies, Inc., US 100 •
Forma Therapeutics, Inc., US 100 •
Region International Operations
Novo Nordisk Pharmaceuticals A/S, Denmark 100 •
Novo Nordisk Pharma Operations A/S, Denmark 100 • •
Novo Nordisk Region AAMEO and LATAM A/S, Denmark 100 •
Novo Nordisk Region Europe A/S, Denmark 100 •
Novo Nordisk Region Japan & Korea A/S, Denmark 100 •
Region EMEA
Aldaph SpA, Algeria 100 • •
Novo Nordisk Pharma GmbH, Austria 100 •
S.A. Novo Nordisk Pharma N.V., Belgium 100 •
Novo Nordisk Pharma d.o.o., Bosnia and Herzegovina 100 •
Novo Nordisk Pharma EAD, Bulgaria 100 •
Novo Nordisk Hrvatska d.o.o., Croatia 100 •
Novo Nordisk s.r.o., Czech Republic 100 •
Novo Nordisk Denmark A/S, Denmark 100 •
Novo Nordisk Pharmatech A/S, Denmark 100 • •
Novo Nordisk Egypt LLC, Egypt 100 •

Company and country Percentage of shares owned Activity
Novo Nordisk Egypt Pharmaceuticals Ltd., Egypt 100 •
Novo Nordisk Farma OY, Finland 100 •
Novo Nordisk, France 100 •
Novo Nordisk Production SAS, France 100 •
Novo Nordisk Pharma GmbH, Germany 100 •
Novo Nordisk Hellas Epe., Greece 100 •
Novo Nordisk Hungária Kft., Hungary 100 •
Novo Nordisk Limited, Ireland 100 •
Novo Nordisk Ltd, Israel 100 •
Novo Nordisk S.P.A., Italy 100 •
Novo Nordisk Kazakhstan LLP, Kazakhstan 100 •
Novo Nordisk Kenya Ltd., Kenya 100 •
Novo Nordisk Pharma SARL, Lebanon 100 •
UAB Novo Nordisk Pharma, Lithuania 100 •
Novo Nordisk Farma dooel, North Macedonia 100 •
Novo Nordisk Pharma SAS, Morocco 100 •
Novo Nordisk B.V., Netherlands 100 •
Novo Nordisk Finance (Netherlands) B.V., Netherlands 100 •
Novo Nordisk Pharma Limited, Nigeria 100 •
Novo Nordisk Norway AS, Norway 100 •
Novo Nordisk Pharmaceutical Services Sp. z.o.o., Poland 100 •
Novo Nordisk Pharma Sp.z.o.o., Poland 100 •
Novo Nordisk Portugal, Lda., Portugal 100 •
Novo Nordisk Farma S.R.L., Romania 100 •
Novo Nordisk Limited Liability Company, Russia 100 • •
Novo Nordisk Production Support LLC, Russia 100 •
Novo Nordisk Saudi for Trading, Saudi Arabia 100 •
Novo Nordisk Pharma d.o.o. Belgrade (Serbia), Serbia 100 •
Novo Nordisk Slovakia s.r.o., Slovakia 100 •
Novo Nordisk, d.o.o., Slovenia 100 •
Novo Nordisk (Pty) Limited, South Africa 100 •
Novo Nordisk Pharma S.A., Spain 100 •
Novo Nordisk Scandinavia AB, Sweden 100 •
Novo Nordisk Health Care AG, Switzerland 100 • • •
Novo Nordisk Pharma AG, Switzerland 100 •
Novo Nordisk Tunisie SARL, Tunisia 100 •
Novo Nordisk Saglik Ürünleri Tic. Ltd. Sti., Turkey 100 •
Novo Nordisk Ukraine, LLC, Ukraine 100 •
Novo Nordisk Pharma Gulf FZE, United Arab Emirates 100 •
Novo Nordisk Holding Limited, UK 100 •
Novo Nordisk Limited, UK 100 •
Novo Nordisk Research Centre Oxford Limited, UK 100 •

Company and country Percentage of shares owned Activity
Region China
Novo Nordisk (China) Pharmaceuticals Co. Ltd., China 100 • •
Novo Nordisk (Shanghai) Pharma Trading Co., Ltd., China 100 •
Novo Nordisk Region China A/S, Denmark 100 •
Novo Nordisk Hong Kong Limited, Hong Kong 100 •
Novo Nordisk Pharma (Taiwan) Ltd., Taiwan 100 •
Beijing Novo Nordisk Pharmaceuticals Science & Technology Co., Ltd., China 100 •
Region Rest of World
Novo Nordisk Pharma Argentina S.A., Argentina 100 •
Novo Nordisk Pharmaceuticals Pty. Ltd., Australia 100 •
Novo Nordisk Pharma (Private) Limited, Bangladesh 100 •
Novo Nordisk Produção Farmacêutica do Brasil Ltda., Brazil 100 •
Novo Nordisk Farmacêutica do Brasil Ltda., Brazil 100 •
Novo Nordisk Farmacéutica Limitada, Chile 100 •
Novo Nordisk Colombia SAS, Colombia 100 •
Novo Nordisk India Private Limited, India 100 •
Novo Nordisk Service Centre (India) Pvt. Ltd., India 100 •
PT. Novo Nordisk Indonesia, Indonesia 100 •
Novo Nordisk Pars, Iran 100 • •
Novo Nordisk Pharma Ltd., Japan 100 • •
Novo Nordisk Pharma (Malaysia) Sdn Bhd, Malaysia 100 •
Novo Nordisk Pharma Operations Sdn Bhd, Malaysia 100 •
Novo Nordisk Mexico S.A. de C.V., Mexico 100 •
Novo Nordisk Pharmaceuticals Ltd., New Zealand 100 •
Novo Nordisk Pharma (Private) Limited, Pakistan 100 •
Novo Nordisk Panama S.A., Panama 100 •
Novo Nordisk Peru S.A.C., Peru 100 •
Novo Nordisk Pharmaceuticals (Philippines) Inc., Philippines 100 •
Novo Nordisk Pharma (Singapore) Pte Ltd., Singapore 100 •
Novo Nordisk India Holding Pte Ltd., Singapore 100 •
Novo Nordisk Pharma Korea Ltd., South Korea 100 •
Novo Nordisk Lanka (PVT) Ltd, Sri Lanka 100 •
Novo Nordisk Pharma (Thailand) Ltd., Thailand 100 •
Novo Nordisk Vietnam Ltd., Vietnam 100 •
Other subsidiaries and associated companies
NNE A/S, Denmark 100 •
NNIT A/S, Denmark 18 •
CS Solar Fund XIV, LLC, US 99 •
Companies without significant activities are not included in the list.
NNE A/S subsidiaries are not included in the list.

v3.22.4

Basis of preparation (Policies)
12 Months Ended

Dec. 31, 2022

Corporate Information And Statement Of IFRS Compliance [Abstract]

Adoption of new or amended IFRSs
Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB and IFRSs endorsed by the European Union effective on or after 1 January 2022.
Management assessed that application of these has not had a material impact on the consolidated financial statements for 2022.
Furthermore, Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB that has not yet become effective. Management does not anticipate any significant impact on future periods from the adoption of these amendments.

Revenue recognition
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 single 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 3.5).

Where absolute amounts are known, the rebates are recognised as
other liabilities. Wholesaler charge-backs that are absolute are netted against trade receivable balances.

The impact of foreign currency hedging is recognised in the income statement in financial items. Please refer to notes 4.3, 4.4 and 4.10 for
more details on hedging.

Operating segments
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.

Research and development costs
DKK million 2022 2021 2020
Employee costs (note 2.4)
9,952 7,328 6,269
Amortisation and impairment losses, intangible assets (note 3.1)
1,364 744 1,025
Depreciation and impairment losses, property, plant and equipment (note 3.2)
922 736 724
Other research and
development costs 11,809 8,964 7,444
Total research and development costs 24,047 17,772 15,462
As percentage of net sales 13.6 % 12.6 % 12.2 %
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 as well as 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 intellectual property rights and property, plant and equipment used in the research and development activities. Amortisations of intellectual property rights related to marketed products are recognised in cost of goods sold.

The largest individual type of cost included in Other research and development costs are clinical trial cost.

Certain research and development activities are recognised outside research and development costs:

– Royalty expenses paid to partners after regulatory approval are expensed as cost of goods sold
– Royalty income received from partners is recognised as part of other operating income and expenses
– Contractual research and development obligations to be paid in the future are disclosed separately as commitments in note 5.2.

Employee costs and retirement benefit obligations 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

Divested subsidiaries
Other operating income and expenses, comprises licence income and other 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.

Operating profit from the wholly owned subsidiary NNE A/S, not related
to Novo Nordisk's main activities, is recognised as other operating income and expenses. Other operating income and expenses, also includes income from the sale of intellectual property rights as well as costs associated with secondary income and transaction costs incurred in connection with acquisition of businesses.

Other operating income, net
Other operating income and expenses, comprises licence income and other 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.

Operating profit from the wholly owned subsidiary NNE A/S, not related
to Novo Nordisk's main activities, is recognised as other operating income and expenses. Other operating income and expenses, also includes income from the sale of intellectual property rights as well as costs associated with secondary income and transaction costs incurred in connection with acquisition of businesses.

Income taxes 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
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. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. 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. In some countries withholding tax will be applied to dividends paid to Denmark. A provision for withholding tax is only recognised if a concrete distribution of dividends is planned. The unrecognised potential withholding tax amounts to DKK 567 million (DKK 444 million in 2021).

The value of future tax deductions in relation to share programmes is recognised as a deferred tax asset 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.

Earnings per share 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.

Intangible assets ntellectual property rights acquired for research and development projects, upfront fees and acquisition costs are capitalised as the historical cost. Subsequent milestone payments payable on achievement of a contingent event will be capitalised when the contingent event is probable of being achieved. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Amortisation is based on the straight-line method over the estimated useful life. This corresponds to the legal duration or the economic useful life depending on which is shorter, and not exceeding 25 years in either case. The amortisation of intellectual property rights commences after regulatory approval has been obtained or when assets are put in use.

Amortisation of software is based on the straight-line method over the estimated useful life of 3-15 years. The amortisation commences when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by Management.
Impairment test
Goodwill and intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment when indicators of impairment exist. They are tested annually, irrespective of whether there is any indication that they may be impaired. Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products.

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
– Realised sales trending below predicted sales
– Changes or anticipated changes in participation rates or
reimbursement policies
– Inconsistent or unfavourable clinical readouts
– Changes in the legal framework covering patents, rights and licences
– Advances in medicine and/or technology that affect the medical treatments
– 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.

If the carrying amount of intangible assets exceeds the recoverable amount based on the existence of one or more of the above indicators of an impairment, any impairment is measured based on discounted projected cash flows. Impairments on intangible assets, other than goodwill, are reviewed at each reporting date for possible reversal.

Key accounting estimates and judgements on intangible assets
Impairment tests are based on management’s projections and anticipated net present value of estimated future cash flows from marketable products.
When collaboration agreements contain elements of acquisition of intangible assets and research and development activities to be performed by the counterpart, management estimates the allocation of payments that should be deferred to the acquisition of intangible assets and prepaid research and development activities respectively.

Property, plant and equipment
Property, plant and equipment is measured at historical cost less accumulated depreciations and any impairment loss. The cost of self-constructed assets includes costs directly 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.

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. 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.
If the lease liability is remeasured due to a change in future lease payments 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. For a description of accounting policies for lease liabilities, please refer to
note 4.9.

Leases
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. 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.
If the lease liability is remeasured due to a change in future lease payments 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. For a description of accounting policies for lease liabilities, please refer to
note 4.9.

Inventories
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. 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 written down, until there is a high probability
of regulatory approval for the product. 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.

Trade receivables
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 split 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.

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 Dun & Bradstreet country risk ratings and an individual assessment. Please refer to note 4.3 for a general description of credit risk.

Provisions and contingent liabilities
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 Management's interpretation of applicable laws and regulations, 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.

Treasury shares reasury 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 and restricted stock units to employees. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.2 per share. Differences between this amount and the amount paid to acquire or received for disposing of treasury shares are deducted directly in retained earnings.The purchase of treasury shares during the year relates to the remaining part of the 2021 share repurchase programme, totalling DKK 1.6 billion and the DKK 24 billion Novo Nordisk B share repurchase programme for 2022, of which DKK 1.5 billion was outstanding at year-end. The programme ended on 30 January 2023.

Derivative financial instruments
Accounting policies
On initiation of the contract, Novo Nordisk designates each derivative financial contract that qualifies for hedge accounting as one of:

– 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 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.
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 forecasted transaction is ultimately recognised in the income statement. When a forecasted 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.

Cash and cash equivalents, financial resources and free cash flow 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 assets
Depending on purpose, Novo Nordisk classifies financial instruments into the following categories:

– Financial assets at fair value through the income statement
– Financial assets used as hedging instruments
– Financial assets at amortised cost
– Financial assets at fair value through other comprehensive income
– Financial liabilities used as hedging instruments
– Financial liabilities at amortised cost

Management determines the classification of its financial instruments 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
Financial assets at fair value through the income statement consist of equity investments and marketable securities. These financial instruments are initially recognised at fair value. Equity investments are included in other financial assets. Net gains and losses arising from changes in the fair value of equity instruments and marketable securities are recognised in the income statement as financial income or expenses. For a description of accounting policies on derivative financial instruments designated to hedge accounting, please refer to note 4.4.

Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements.

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. These are initially measured at fair value less transaction costs, except for trade receivables that are initially measured at the transaction price. Subsequently, they are measured at amortised cost using the effective interest method less impairment. For a description of accounting policies on trade receivables, please refer to note 3.4.

Purchases and sales of financial assets are recognised on the settlement date. 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 substantially transferred all the risks and rewards of ownership.

Financial liabilities at fair value through the income statement consist of financial derivative instruments.

Financial liabilities at amortised cost consist of borrowings (loans, issued Eurobonds, bank overdrafts and lease liabilities), trade payables and other liabilities (primarily employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue). Other liabilities primarily comprises employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue. These are initially recognised at the fair value of the proceeds received less transaction costs. The difference between the proceeds received and the nominal value is recognised in financial expenses over the term of the loan using the effective interest method. For initial recognition of lease liabilities refer to note 4.5.

Financial liabilities are derecognised when the obligation is repaid, cancelled or expires.

Financial liabilities
Depending on purpose, Novo Nordisk classifies financial instruments into the following categories:

– Financial assets at fair value through the income statement
– Financial assets used as hedging instruments
– Financial assets at amortised cost
– Financial assets at fair value through other comprehensive income
– Financial liabilities used as hedging instruments
– Financial liabilities at amortised cost

Management determines the classification of its financial instruments 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
Financial assets at fair value through the income statement consist of equity investments and marketable securities. These financial instruments are initially recognised at fair value. Equity investments are included in other financial assets. Net gains and losses arising from changes in the fair value of equity instruments and marketable securities are recognised in the income statement as financial income or expenses. For a description of accounting policies on derivative financial instruments designated to hedge accounting, please refer to note 4.4.

Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements.

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. These are initially measured at fair value less transaction costs, except for trade receivables that are initially measured at the transaction price. Subsequently, they are measured at amortised cost using the effective interest method less impairment. For a description of accounting policies on trade receivables, please refer to note 3.4.

Purchases and sales of financial assets are recognised on the settlement date. 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 substantially transferred all the risks and rewards of ownership.

Financial liabilities at fair value through the income statement consist of financial derivative instruments.

Financial liabilities at amortised cost consist of borrowings (loans, issued Eurobonds, bank overdrafts and lease liabilities), trade payables and other liabilities (primarily employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue). Other liabilities primarily comprises employee cost payables, payables related to non-current assets, sales rebates as well as deferred revenue. These are initially recognised at the fair value of the proceeds received less transaction costs. The difference between the proceeds received and the nominal value is recognised in financial expenses over the term of the loan using the effective interest method. For initial recognition of lease liabilities refer to note 4.5.

Financial liabilities are derecognised when the obligation is repaid, cancelled or expires.

Financial income and expenses
As described in note 4.3, Management has chosen to classify the result of hedging activities as part of financial items in the income statement except for foreign currency-risk cash flow hedges 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.

Share-based compensation
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 performance and 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.

Acquisition of businesses
The acquisition method of accounting is used to account for all business combinations.

The purchase price for a business comprises the fair values of the assets transferred, liabilities incurred to the former owners including warrant holders of the acquired business and the fair value of any asset or liability resulting from a contingent consideration arrangement. Any amount of the purchase price which effectively comprises a settlement of a pre-existing relationship is not part of the exchange for the acquiree and is therefore not included in the consideration for the purpose of applying the acquisition method. Settlements of pre-existing relationships are accounted for as separate transactions in accordance with the relevant IFRS standards.

Identifiable assets and liabilities and contingent liabilities assumed are measured at fair value at the date of acquisition by applying relevant valuation methods. Acquisition-related costs are expensed as incurred.
Goodwill is recognised at the excess of purchase price over the fair value of net identifiable assets acquired and liabilities assumed.

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. 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.

Translation of foreign currencies
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 prevailing exchange rates 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.
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.

Cash flow statement
The Cash flow statement is presented in accordance with the indirect method commencing with net profit for the year.

v3.22.4

Results for the year (Tables)
12 Months Ended

Dec. 31, 2022

Analysis of income and expense [abstract]

Gross-to-net sales reconciliation
Gross-to-net sales reconciliation
DKK million 2022 2021 2020
Gross sales 455,692 340,180 298,187
US Managed Care and Medicare (161,123) (112,929) (96,716)
US wholesaler charge-backs (56,443) (40,354) (37,036)
US Medicaid rebates (24,667) (19,810) (17,307)
Other US discounts and sales returns (18,300) (14,119) (10,867)
Non-US rebates, discounts and sales returns (18,205) (12,168) (9,315)
Total gross-to-net sales adjustments (278,738) (199,380) (171,241)
Net sales 176,954 140,800 126,946

Provisions for sales rebates
Provisions for sales rebates
DKK million 2022 2021 2020
At the beginning of the year 50,822 34,052 30,878
Additional provisions, including increases to existing provisions 206,354 155,602 111,921
Amount paid during the year (189,580) (141,370) (106,116)
Adjustments, including unused amounts reversed during the year (1,141) (284) 166
Effect of exchange rate adjustment 3,044 2,822 (2,797)
At the end of the year 69,499 50,822 34,052
DKK million
Provisions
for sales
rebates1
Provisions
for legal
disputes Provisions
for product
returns
Other
provi-
sions2
2022 Total 2021
Total
At the beginning of the year 50,822 2,157 858 2,057 55,894 39,340
Additional provisions, including increases to existing provisions 206,354 437 591 333 207,715 157,164
Amount used during the year (189,580) (103) (437) (158) (190,278) (142,691)
Adjustments, including unused amounts reversed during the year (1,141) (245) 10 (292) (1,668) (970)
Effect of exchange rate adjustment 3,044 130 8 32 3,214 3,051
At the end of the year 69,499 2,376 1,030 1,972 74,877 55,894
Non-current liabilities3
322 2,028 412 1,828 4,590 4,374
Current liabilities 69,177 348 618 144 70,287 51,520
1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid, 340B drug pricing program and other types of US rebates, as well as rebates in a number of European countries and Canada.
2. Other provisions consists of various types of provisions, including obligations in relation to employee benefits such as jubilee benefits, company-owned life insurance, etc.
3. For non-current liabilities, provisions for sales rebates are expected to be settled after one year, provisions for product returns will be utilised in 2023 and 2024. In the case of provisions for legal disputes, the timing of settlement cannot be determined.

Information by business segment
Business segments – Key figures
Diabetes and Obesity care Rare disease Total
DKK million 2022 2021 2020 2022 2021 2020 2022 2021 2020
Total net sales 156,412 121,597 108,020 20,542 19,203 18,926 176,954 140,800 126,946
Cost of goods sold (23,405) (19,363) (17,715) (5,043) (4,295) (3,217) (28,448) (23,658) (20,932)
Sales and distribution costs (42,392) (33,791) (29,903) (3,825) (3,217) (3,025) (46,217) (37,008) (32,928)
Research and development costs (20,157) (15,600) (13,535) (3,890) (2,172) (1,927) (24,047) (17,772) (15,462)
Administrative costs (3,955) (3,504) (3,387) (512) (546) (571) (4,467) (4,050) (3,958)
Other operating income and expenses 892 199 264 142 133 196 1,034 332 460
Segment operating profit 67,395 49,538 43,744 7,414 9,106 10,382 74,809 58,644 54,126
Operating margin 43.1 % 40.7 % 40.5 % 36.1 % 47.4 % 54.9 % 42.3 % 41.7 % 42.6 %
Depreciation, amortisation and impairment losses expensed (5,701) (4,895) (4,624) (1,661) (1,130) (1,129) (7,362) (6,025) (5,753)
Net sales – Business segments and geographical areas
Total International Operations Total North America Operations Total Novo Nordisk
net sales
Total IO EMEA China Rest of World Total NAO Of which the US
DKK million 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020
Diabetes and Obesity care segment:
Rybelsus®
3,155 524 36 1,714 289 36 63 — — 1,378 235 — 8,144 4,314 1,837 8,011 4,243 1,826 11,299 4,838 1,873
Ozempic®
17,369 8,856 3,634 10,417 6,393 3,112 2,196 303 10 4,756 2,160 512 42,381 24,849 17,577 38,750 23,168 16,650 59,750 33,705 21,211
Victoza®
5,672 6,726 7,095 2,724 3,527 4,251 1,478 1,544 1,033 1,470 1,655 1,811 6,650 8,328 11,652 6,406 8,031 11,292 12,322 15,054 18,747
Total GLP-1 26,196 16,106 10,765 14,855 10,209 7,399 3,737 1,847 1,043 7,604 4,050 2,323 57,175 37,491 31,066 53,167 35,442 29,768 83,371 53,597 41,831
Long-acting insulin 11,403 11,074 9,959 7,157 6,729 6,451 1,636 2,080 1,471 2,610 2,265 2,037 5,338 6,990 8,480 4,685 6,412 7,962 16,741 18,064 18,439
– of which Tresiba®
6,092 5,486 4,407 3,485 2,979 2,574 1,050 1,095 418 1,557 1,412 1,415 3,261 4,243 4,561 2,723 3,793 4,191 9,353 9,729 8,968
– of which Xultophy®
2,400 2,135 1,789 1,716 1,693 1,605 45 3 1 639 439 183 409 522 655 399 512 642 2,809 2,657 2,444
– of which Levemir®
2,911 3,453 3,763 1,956 2,057 2,272 541 982 1,052 414 414 439 1,668 2,225 3,264 1,563 2,107 3,129 4,579 5,678 7,027
Premix insulin 10,023 10,512 10,246 2,622 2,879 2,959 4,912 5,224 4,852 2,489 2,409 2,435 539 691 679 517 665 652 10,562 11,203 10,925
– of which Ryzodeg®
2,889 1,711 1,291 495 392 321 1,218 283 39 1,176 1,036 931 — — — — — — 2,889 1,711 1,291
– of which NovoMix®
7,134 8,801 8,955 2,127 2,487 2,638 3,694 4,941 4,813 1,313 1,373 1,504 539 691 679 517 665 652 7,673 9,492 9,634
Fast-acting insulin 10,826 10,903 10,808 6,456 6,454 6,584 1,942 2,288 2,075 2,428 2,161 2,149 6,637 6,784 7,505 6,247 6,357 7,101 17,463 17,687 18,313
– of which Fiasp®
1,354 1,106 832 1,138 965 764 — — — 216 141 68 649 642 553 606 605 519 2,003 1,748 1,385
– of which NovoRapid®
9,472 9,797 9,976 5,318 5,489 5,820 1,942 2,288 2,075 2,212 2,020 2,081 5,988 6,142 6,952 5,641 5,752 6,582 15,460 15,939 16,928
Human insulin 6,508 7,453 7,339 1,983 2,152 2,370 1,812 2,692 2,655 2,713 2,609 2,314 1,678 1,599 1,534 1,605 1,515 1,431 8,186 9,052 8,873
Total insulin 38,760 39,942 38,352 18,218 18,214 18,364 10,302 12,284 11,053 10,240 9,444 8,935 14,192 16,064 18,198 13,054 14,949 17,146 52,952 56,006 56,550
Other Diabetes care 2,428 2,644 2,946 717 713 725 1,181 1,432 1,546 530 499 675 797 950 1,085 660 806 943 3,225 3,594 4,031
Total Diabetes care 67,384 58,692 52,063 33,790 29,136 26,488 15,220 15,563 13,642 18,374 13,993 11,933 72,164 54,505 50,349 66,881 51,197 47,857 139,548 113,197 102,412
Wegovy®
54 — — 54 — — — — — — — — 6,134 1,386 — 6,134 1,386 — 6,188 1,386 —
Saxenda®
5,832 3,117 2,118 3,561 1,809 1,124 133 61 10 2,138 1,247 984 4,844 3,897 3,490 4,368 3,526 3,230 10,676 7,014 5,608
Total Obesity care 5,886 3,117 2,118 3,615 1,809 1,124 133 61 10 2,138 1,247 984 10,978 5,283 3,490 10,502 4,912 3,230 16,864 8,400 5,608
Diabetes and Obesity care total 73,270 61,809 54,181 37,405 30,945 27,612 15,353 15,624 13,652 20,512 15,240 12,917 83,142 59,788 53,839 77,383 56,109 51,087 156,412 121,597 108,020
Rare disease segment:
Rare blood disorders 6,671 5,784 5,708 3,795 3,712 3,579 604 222 361 2,272 1,850 1,768 5,035 4,433 3,954 4,710 4,170 3,675 11,706 10,217 9,662
– of which Haemophilia A 1,769 1,625 1,332 1,137 1,162 983 81 24 16 551 439 333 569 487 381 543 460 358 2,338 2,112 1,713
– of which Haemophilia B 479 400 306 294 268 199 13 4 — 172 128 107 280 237 212 152 102 86 759 637 518
– of which NovoSeven®
4,335 3,673 3,996 2,311 2,225 2,352 510 194 345 1,514 1,254 1,299 3,973 3,548 3,207 3,811 3,461 3,089 8,308 7,221 7,203
Rare endocrine disorders 4,904 4,880 4,832 2,232 2,212 2,220 246 167 66 2,426 2,501 2,546 2,234 2,423 2,875 2,205 2,400 2,857 7,138 7,303 7,707
Other Rare disease 1,002 1,064 1,108 804 837 886 6 6 5 192 221 217 696 619 449 358 330 205 1,698 1,683 1,557
Rare disease total 12,577 11,728 11,648 6,831 6,761 6,685 856 395 432 4,890 4,572 4,531 7,965 7,475 7,278 7,273 6,900 6,737 20,542 19,203 18,926
Total sales by geographical area 85,847 73,537 65,829 44,236 37,706 34,297 16,209 16,019 14,084 25,402 19,812 17,448 91,107 67,263 61,117 84,656 63,009 57,824 176,954 140,800 126,946
Total sales growth as reported 16.7 % 11.7 % 6.9 % 17.3 % 9.9 % 6.5 % 1.2 % 13.7 % 9.7 % 28.2 % 13.5 % 5.7 % 35.4 % 10.1 % 1.1 % 34.4 % 9.0 % 0.6 % 25.7 % 10.9 % 4.0 %

Research and development costs
DKK million 2022 2021 2020
Employee costs (note 2.4)
9,952 7,328 6,269
Amortisation and impairment losses, intangible assets (note 3.1)
1,364 744 1,025
Depreciation and impairment losses, property, plant and equipment (note 3.2)
922 736 724
Other research and
development costs 11,809 8,964 7,444
Total research and development costs 24,047 17,772 15,462
As percentage of net sales 13.6 % 12.6 % 12.2 %

Employee costs and remuneration to executive management and board of directors
DKK million 2022 2021 2020
Wages and salaries 34,575 28,939 26,778
Share-based payment costs (note 5.1)
1,539 1,040 823
Pensions – defined contribution plans 2,472 2,022 1,961
Pensions – defined benefit plans 185 139 138
Other social security contributions 2,713 2,203 1,862
Other employee costs 3,105 2,189 2,044
Total employee costs for the year 44,589 36,532 33,606
Employee costs capitalised as intangible assets and property, plant and equipment (1,451) (1,240) (1,279)
Change in employee costs capitalised as inventories (70) (56) (60)
Total employee costs
in the income statement 43,068 35,236 32,267
Included in the income statement:
Cost of goods sold 11,766 9,611 8,896
Sales and distribution costs 17,700 15,003 14,146
Research and development costs 9,952 7,328 6,269
Administrative costs 3,517 3,098 2,848
Other operating income and expenses 133 196 108
Total employee costs in the
income statement 43,068 35,236 32,267

Number of employees 2022 2021 2020
Average number of
full-time employees 51,046 46,171 43,759
Year-end number of
full-time employees 54,393 47,792 44,723
Year-end employees (total) 55,185 48,478 45,323
Remuneration to Executive Management and Board of Directors
DKK million 2022 2021 2020
Salary and short-term incentive 141 126 119
Pension 13 12 26
Benefits 9 10 10
Long-term incentive1
97 100 52
Severance payments — 29 —
Executive Management in total2
260 277 207
Fee to Board of Directors3
20 17 17
Total 280 294 224
1. Please refer to note 5.1 for further information.
2. Total remuneration for registered members of Executive Management amounts to DKK 175 million (DKK 202 million in 2021 and DKK 141 million in 2020).
3. All members of the Board of Directors are registered.

Income taxes expensed and paid
Income taxes expensed
DKK million 2022 2021 2020
Current tax on profit for the year 17,829 13,871 11,557
Deferred tax on profit for the year (3,806) (1,528) 1,105
Tax on profit for the year 14,023 12,343 12,662
Current tax adjustments recognised for prior years 339 (603) (563)
Deferred tax adjustments recognised for prior years (825) (417) (1,107)
Income taxes in the
income statement 13,537 11,323 10,992
Tax on other comprehensive
income for the year,
(income)/expense 889 (1,005) 577
Income taxes paid
DKK million 2022 2021 2020
Income taxes paid in Denmark for current year 9,181 9,703 4,262
Income taxes paid outside Denmark for current year 5,647 3,439 4,508
Income taxes paid/(repayments) relating to prior years (313) 1,296 1,336
Income taxes paid 14,515 14,438 10,106

Computation of effective tax rate
Computation of effective tax rate
DKK million 2022 2021 2020
Statutory corporate income tax rate in Denmark 22.0 % 22.0 % 22.0 %
Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net) (1.1 %) (1.5 %) (2.5 %)
Non-taxable income less non-tax-deductible expenses (net) (0.5 %) (0.3 %) (0.2 %)
Other adjustments (net) (0.8 %) (1.0 %) 1.4 %
Effective tax rate 19.6 % 19.2 % 20.7 %

Development in deferred income tax assets and liabilities
Development in deferred income tax assets and liabilities
DKK million Property,
plant and
equipment Intangible
assets Inventories
Liabilities Other Offset
within
countries Total
2022
Net deferred tax asset/(liability) at 1 January (1,980) (7,375) 3,195 6,932 2,629 — 3,401
Income/(charge) to the income statement (413) 674 (465) 3,999 836 4,631
Income/(charge) to other comprehensive income — — (130) (141) (608) (879)
Income/(charge) to equity — — — — 234 234
Additions from acquisitions (5.3)
— (1,475) — — 242 (1,233)
Effect of exchange rate adjustment (9) (103) (5) 217 112 212
Net deferred tax asset/(liability) at 31 December (2,402) (8,279) 2,595 11,007 3,445 — 6,366
Classified as follows:
Deferred tax asset at 31 December 579 195 2,627 11,027 4,169 (5,170) 13,427
Deferred tax liability at 31 December (2,981) (8,474) (32) (20) (724) 5,170 (7,061)
2021
Net deferred tax asset/(liability) at 1 January (1,614) (3,600) 2,556 4,617 1,404 — 3,363
Income/(charge) to the income statement (330) 632 387 2,037 (781) 1,945
Income/(charge) to other comprehensive income — 2 251 (41) 793 1,005
Income/(charge) to equity — (2) — — 194 192
Additions from acquisitions (5.3)
— (4,456) — — 976 (3,480)
Effect of exchange rate adjustment (36) 49 1 319 43 376
Net deferred tax asset/(liability) at 31 December (1,980) (7,375) 3,195 6,932 2,629 — 3,401
Classified as follows:
Deferred tax asset at 31 December 719 109 3,210 7,223 3,541 (6,130) 8,672
Deferred tax liability at 31 December (2,699) (7,484) (15) (291) (912) 6,130 (5,271)

Earnings per share
2022 2021 2020
Net profit 55,525 47,757 42,138
Average number of shares outstanding1
in million shares 2,265.3 2,296.6 2,333.9
Dilutive effect of average outstanding share pool2
in million shares 7.0 6.5 6.1
Average number of shares outstanding, including dilutive effect of outstanding share pool in million shares 2,272.3 2,303.1 2,340.0
Basic earnings
per share DKK 24.51 20.79 18.05
Diluted earnings
per share DKK 24.44 20.74 18.01
1. For further information on the development in treasury shares, please refer to
note 4.2
2. For further information on the outstanding share pool, please refer to note 5.1.

v3.22.4

Operating assets and liabilities (Tables)
12 Months Ended

Dec. 31, 2022

Subclassifications of assets, liabilities and equities [abstract]

Intangible assets and property, plant and equipment
DKK million Goodwill Intellectual property rights Software and other intangibles Total intangible assets
2022
Cost at the beginning of the year 4,346 41,802 3,434 49,582
Additions from acquisition of businesses (note 5.3)
524 5,766 492 6,782
Additions during the year — 1,310 1,426 2,736
Disposals during the year — (151) (33) (184)
Effect of exchange rate adjustment 222 1,004 (38) 1,188
Cost at the end of the year 5,092 49,731 5,281 60,104
Amortisation and impairment losses at the beginning of the year — 4,652 1,759 6,411
Amortisation for the year — 1,404 195 1,599
Impairment losses for the year — 760 — 760
Amortisation and impairment losses reversed on disposals during the year — (149) (13) (162)
Effect of exchange rate adjustment — 70 10 80
Amortisation and impairment losses at the end of the year — 6,737 1,951 8,688
Carrying amount at the end of the year 5,092 42,994 3,330 51,416
2021
Cost at the beginning of the year — 22,404 2,936 25,340
Additions from acquisition of businesses (note 5.3)
4,346 18,687 24 23,057
Additions during the year — 583 492 1,075
Disposals during the year — — (45) (45)
Effect of exchange rate adjustment — 128 27 155
Cost at the end of the year 4,346 41,802 3,434 49,582
Amortisation and impairment losses at the beginning of the year — 3,135 1,548 4,683
Amortisation for the year — 866 200 1,066
Impairment losses for the year — 573 — 573
Amortisation and impairment losses reversed on disposals during the year — — (1) (1)
Effect of exchange rate adjustment — 78 12 90
Amortisation and impairment losses at the end of the year — 4,652 1,759 6,411
Carrying amount at the end of the year 4,346 37,150 1,675 43,171

Inventories
DKK million 2022 2021
Raw materials 6,392 4,310
Work in progress 13,673 12,285
Finished goods 6,038 5,282
Total inventories (gross) 26,103 21,877
Write-downs at year-end (1,715) (2,256)
Total inventories (net) 24,388 19,621
Indirect production costs included in work in
progress and finished goods 10,640 8,929
Share of total inventories (net) 44 % 46 %
Movements in inventory write-downs:
Write-downs at the beginning of the year 2,256 2,153
Write-downs during the year 1,110 883
Utilisation of write-downs (1,482) (661)
Reversal of write-downs (169) (119)
Write-downs at the end of the year 1,715 2,256

Trade receivables
DKK million Gross carrying amount Loss allowance Net carrying amount
2022
Not yet due 50,649 (920) 49,729
1-90 days 729 (113) 616
91-180 days 194 (77) 117
181-270 days 149 (51) 98
271-360 days 57 (57) —
More than 360 days past due 302 (302) —
Trade receivables 52,080 (1,520) 50,560
EMEA 9,486 (859) 8,627
China 1,138 — 1,138
Rest of World 5,297 (632) 4,665
North America Operations 36,159 (29) 36,130
Trade receivables 52,080 (1,520) 50,560
2021
Not yet due 40,274 (844) 39,430
1-90 days 1,132 (93) 1,039
91-180 days 212 (74) 138
181-270 days 87 (51) 36
271-360 days 63 (63) —
More than 360 days past due 305 (305) —
Trade receivables 42,073 (1,430) 40,643
EMEA 7,827 (852) 6,975
China 2,564 — 2,564
Rest of World 4,227 (558) 3,669
North America Operations 27,455 (20) 27,435
Trade receivables 42,073 (1,430) 40,643
Movements in allowance for doubtful trade receivables
DKK million 2022 2021
Carrying amount at the beginning of the year 1,430 1,380
Reversal of allowance on realised losses (15) (62)
Net movement recognised in income statement 212 102
Effect of exchange rate adjustment (107) 10
Allowance at the end of the year 1,520 1,430
Novo Nordisk’s customer base is comprised of government agencies, wholesalers, retail pharmacies and other customers.

Provisions
Provisions for sales rebates
DKK million 2022 2021 2020
At the beginning of the year 50,822 34,052 30,878
Additional provisions, including increases to existing provisions 206,354 155,602 111,921
Amount paid during the year (189,580) (141,370) (106,116)
Adjustments, including unused amounts reversed during the year (1,141) (284) 166
Effect of exchange rate adjustment 3,044 2,822 (2,797)
At the end of the year 69,499 50,822 34,052
DKK million
Provisions
for sales
rebates1
Provisions
for legal
disputes Provisions
for product
returns
Other
provi-
sions2
2022 Total 2021
Total
At the beginning of the year 50,822 2,157 858 2,057 55,894 39,340
Additional provisions, including increases to existing provisions 206,354 437 591 333 207,715 157,164
Amount used during the year (189,580) (103) (437) (158) (190,278) (142,691)
Adjustments, including unused amounts reversed during the year (1,141) (245) 10 (292) (1,668) (970)
Effect of exchange rate adjustment 3,044 130 8 32 3,214 3,051
At the end of the year 69,499 2,376 1,030 1,972 74,877 55,894
Non-current liabilities3
322 2,028 412 1,828 4,590 4,374
Current liabilities 69,177 348 618 144 70,287 51,520
1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid, 340B drug pricing program and other types of US rebates, as well as rebates in a number of European countries and Canada.
2. Other provisions consists of various types of provisions, including obligations in relation to employee benefits such as jubilee benefits, company-owned life insurance, etc.
3. For non-current liabilities, provisions for sales rebates are expected to be settled after one year, provisions for product returns will be utilised in 2023 and 2024. In the case of provisions for legal disputes, the timing of settlement cannot be determined.

v3.22.4

Capital structure and financial items (Tables)
12 Months Ended

Dec. 31, 2022

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Distribution to shareholders
DKK million 2022 2021 2020
Interim dividend for the year 9,613 8,021 7,570
Dividend for prior year 15,690 13,496 12,551
Share repurchases for the year 24,086 19,447 16,855
Total 49,389 40,964 36,976

Development in number of shares
Development in number of shares

Million shares
A shares B shares Total
Shares beginning of 2021 537 1,813 2,350
Shares cancelled in 2021 — (40) (40)
Outstanding shares end of 2021 537 1,773 2,310
Shares cancelled in 2022 — (30) (30)
Outstanding shares end of 2022 537 1,743 2,280

Treasury shares
Treasury shares 2022 2021
Market value,
DKK million Number of
B shares
(million) Number of
B shares
(million)
Holding at the beginning
of the year 22,858 31.1 37.5
Cancellation of treasury shares (22,050) (30.0) (40.0)
Released allocated shares to employees (1,350) (1.8) (1.1)
Purchase during the year 24,086 30.8 34.7
Value adjustment 4,698 — —
Holding at the end of the year 28,242 30.1 31.1
At the end of 2022, the holding of treasury shares amounted to 1.3% of the total outstanding shares (1.3% of the outstanding shares in 2021).

Specification of Other reserves
Specification of Other reserves
DKK million Exchange rate ad-
justments Cash flow hedges Tax and other items Total
2020
Reserve at the beginning of the year (839) (329) 474 (694)
Other comprehensive income, net (1,689) 1,713 (567) (543)
Transferred to
intangible assets — 418 (92) 326
Reserve at the end
of the year (2,528) 1,802 (185) (911)
2021
Other comprehensive income, net 1,624 (3,557) 1,117 (816)
Transferred to
intangible assets — 15 (2) 13
Reserve at the end
of the year (904) (1,740) 930 (1,714)
2022
Other comprehensive income, net 2,289 2,766 (892) 4,163
Reserve at the end
of the year 1,385 1,026 38 2,449

Financial risks
Management has assessed the following key financial risks:

Type Financial risk
Foreign exchange risk High
Credit risk Low
Interest rate risk Low
Liquidity risk Low

Key currencies
Key currencies
USD CNY JPY CAD GBP
Average exchange rate applied (DKK per 100)
2022 708 105 5.40 543 873
2021 629 97 5.73 502 865
2020 654 95 6.13 488 839
Year-end exchange rate applied (DKK per 100)
2022 697 101 5.29 515 838
2021 657 103 5.70 517 885
2020 606 93 5.88 474 824

Foreign exchange sensitivity analysis
Sensitivity on operating profit of an immediate 5% decrease in key currencies1
DKK million USD CNY JPY CAD GBP
2023 (3,180) (500) (240) (320) (160)
2022 (2,350) (360) (230) (200) (120)
1. An immediate 5% increase would have the opposite impact of the above.
As per the end of 2022, a positive market value of financial contracts related to hedging of foreign exchange risk of DKK 1,026 million has been deferred for recognition in 2023 (In 2021 a negative market value of DKK 1,740 million was deferred for recognition in 2022).
Sensitivity of an immediate 5% decrease in currency rates on 31 December versus DKK and EUR2
DKK million 2022 2021
Sensitivity of all currencies
Income statement (37) (113)
Other comprehensive income 3,431 2,677
Total 3,394 2,564
Hereof sensitivity of USD
Income statement 150 87
Other comprehensive income 2,923 2,218
Total 3,073 2,305
2. An immediate 5% increase would have the opposite impact of the above.

Financial contracts
Financial contracts coverage at year end
Months USD
CNY3
JPY CAD GBP
2022 12 0 12 9 11
2021 12 0 12 9 11
3. Chinese yuan traded offshore (CNH) is used to hedge Novo Nordisk's CNY currency exposure.

Credit exposure
Credit exposure for cash at bank, marketable securities and derivative financial instruments (fair value)
DKK million Cash at
bank Marketable securities Derivative financial instruments Total
2022
AAA range 6 10,797 — 10,803
AA range 5,507 — 963 6,470
A range 6,550 124 1,764 8,438
BBB range 124 — — 124
Not rated or below BBB range 466 — — 466
Total 12,653 10,921 2,727 26,301
2021
AAA range 477 6,765 — 7,242
AA range 3,726 — 585 4,311
A range 5,637 — 1,105 6,742
BBB range 23 — — 23
Not rated or below BBB range 857 — — 857
Total 10,720 6,765 1,690 19,175

Derecognised receivables
At year-end, the Group had derecognised receivables without recourse having due dates after 31 December 2022 amounting to:

DKK million 2022 2021 2020
US 1,394 1,313 1,817
Japan 2,273 2,453 2,351

Cash and cash equivalents and financial reserves
Financial reserves
DKK million 2022 2021 2020
Cash and cash equivalents
(note 4.6)
12,653 10,719 12,226
Marketable securities 10,921 6,765 —
Undrawn committed credit facility4
11,527 11,526 11,531
Undrawn bridge facility5
— — 5,577
Borrowings (Note 4.5)
(480) (12,861) (576)
Financial reserves 34,621 16,149 28,758

4. The undrawn committed credit facility comprises a EUR 1,550 million facility (EUR 1,550 million in 2021 and EUR 1,550 million in 2020) committed by a portfolio of international banks. The facility matures in 2025.
5. For 2020, the undrawn bridge facility comprises the EUR 750 million (DKK 5,577 million) undrawn portion of EUR 1,500 million bridge facility.
DKK million 2022 2021 2020
Cash at bank (note 4.3)
12,653 10,720 12,757
Borrowings1 (note 4.5)
— (1) (531)
Cash and cash equivalents 12,653 10,719 12,226
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021).

Derivative financial instruments
Derivative financial instruments 2022 2021
DKK million 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
Forward contracts USD1
59,292 1,591 907 42,351 17 1,667
Forward contracts JPY, GBP and CAD 10,677 373 31 9,032 32 122
Forward contracts, cash flow hedges 69,969 1,964 938 51,383 49 1,789
Forward contracts USD1
38,432 639 1,942 30,909 1,607 284
Forward contracts CNH, CAD, EUR, GBP and JPY 4,111 124 23 7,361 34 111
Forward contracts, fair value hedges 42,543 763 1,965 38,270 1,641 395
Total derivative financial instruments 112,512 2,727 2,903 89,653 1,690 2,184
Recognised in the income statement 763 1,965 1,641 395
Recognised in other comprehensive income 1,964 938 49 1,789
1. Average hedge rate for USD cash flow hedges is 696 at the end of 2022 (628 at the end of 2021) and average hedge rate for USD fair value hedges is 714 at the end of 2022 (628 at the end of 2021).

Borrowings
Contractual undiscounted cash flows 2022
DKK million Leases Issued Euro-bonds Loans
Bank over-drafts1
Total
2022
Within 1 year 1,088 — — 480 1,568
1-3 years 1,566 8,556 — — 10,122
3-5 years 923 3,707 — — 4,630
More than 5 years 1,416 8,512 — — 9,928
Total 4,993 20,775 — 480 26,248
Carrying amount end of the year 4,529 20,775 — 480 25,784
Non-current liabilities 3,543 20,775 — — 24,318
Current liabilities 986 — — 480 1,466
2021
Within 1 year 946 — 12,503 359 13,808
1-3 years 1,475 4,854 — — 6,329
3-5 years 942 — — — 942
More than 5 years 1,266 4,800 — — 6,066
Total 4,629 9,654 12,503 359 27,145
Carrying amount end of the year 4,129 9,654 12,503 359 26,645
Non-current liabilities 3,307 9,654 — — 12,961
Current liabilities 822 — 12,503 359 13,684

Issuance of Eurobonds Nominal value in millions
Interest Maturity EUR DKK
0.000% Fixed Jun 2024 650 4,834
0.750% Fixed Mar 2025 500 3,718
1.125% Fixed Sep 2027 500 3,718
0.125% Fixed Jun 2028 650 4,834
1.375% Fixed Mar 2030 500 3,718
Reconciliation of liabilities arising from financing activities
Non-cash movements
DKK million Beginning of the year Re-payments Proceeds
Additions2
Disposals Exchange rates Other End of the year
2022
Lease liabilities 4,129 (998) — 1,358 (1) 43 (2) 4,529
Issued Eurobonds 9,654 — 11,120 — — (2) 3 20,775
Loans 12,503 (12,623) — — — 120 — —
Bank overdrafts1
358 (2) 95 — — 27 2 480
Liabilities arising from financing activities 26,644 (13,623) 11,215 1,358 (1) 188 3 25,784
Bank overdrafts1
1 (1) — — — — — —
Total borrowings 26,645 (13,624) 11,215 1,358 (1) 188 3 25,784
2021
Lease liabilities 3,672 (874) — 1,183 — 146 2 4,129
Issued Eurobonds — — 9,657 — — — (3) 9,654
Loans 5,577 (5,577) 12,503 — — — — 12,503
Bank overdrafts1
576 (238) — — — 17 3 358
Liabilities arising from financing activities 9,825 (6,689) 22,160 1,183 — 163 2 26,644
Bank overdrafts1
531 (527) — — — — (3) 1
Total borrowings 10,356 (7,216) 22,160 1,183 — 163 (1) 26,645
1. Bank overdrafts includes DKK 480 million classified as financing activities (DKK 358 million in 2021) and none classified as cash and cash equivalents (DKK 1 million in 2021).
2. Includes additions from acquisitions of businesses.
Eurobonds
In 2022, three tranches with aggregate principal amount of EUR 1.5 billion corresponding to DKK 11.1 billion were launched under the programme. Net proceeds of the issuances have been used for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc. in 2021. In 2021, two tranches with an aggregate principal amount of EUR 1.3 billion corresponding to DKK 9.7 billion were launched. Net proceeds of the issuances have been used by Novo Nordisk for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Emisphere Technologies Inc. in 2020. Issued Eurobonds are listed on Euronext Dublin. The total fair value of issued Eurobonds amounts to DKK 18.7 billion (DKK 9.6 billion in 2021).
Sale and repurchase agreement
In 2021, as part of bridge funding the acquisition of Dicerna Pharmaceuticals, Inc., Novo Nordisk entered into a sale and repurchase agreement of marketable securities (REPO). On 31 December 2021, the carrying amount of the assets transferred was DKK 5,937 million, and the
associated liabilities amounted to DKK 5,937 million. The repurchase was fixed, and Novo Nordisk therefore retained full exposure from fair value
changes of the marketable securities. Therefore, the transaction was treated as a collateralised lending arrangement. The marketable securities were repurchased in 2022.

Other non-cash items
DKK million 2022 2021 2020
Reversals of non-cash income statement items
Interest income and interest expenses, net (note 4.10)
139 58 53
Capital gain/(loss) on investments, net, etc. (note 4.10)
124 (340) 195
Result of associated companies (note 4.10)
189 24 (149)
Share-based payment costs
(note 5.1)
1,539 1,040 823
Increase/(decrease) in provisions (note 3.5) and retirement benefit obligations
19,080 16,581 3,605
Other 1,239 (4,354) 3,322
Total other non-cash items 22,310 13,009 7,849

Change in working capital
DKK million 2022 2021 2020
Inventories (4,767) (1,085) (895)
Trade receivables (9,917) (12,909) (2,822)
Other receivables and prepayments (968) (469) (419)
Trade payables 6,717 3,153 (641)
Other liabilities 4,006 2,595 1,274
Adjustment for payables related to non-current assets (1,567) (15) 879
Adjustment related to acquisition of businesses (143) (1,409) —
Change in working capital including exchange rate adjustments (6,639) (10,139) (2,624)
Exchange rate adjustments 1,303 1,483 (1,729)
Cash flow change in working capital (5,336) (8,656) (4,353)

Financial assets
Financial assets by category
DKK million 2022 2021
Other financial assets 559 553
Marketable securities 10,921 6,765
Financial assets at fair value through the income statement 11,480 7,318
Derivative financial instruments (note 4.4)
2,727 1,690
Derivatives used as hedging
instruments (assets) 2,727 1,690
Other financial assets 457 363
Trade receivables (note 3.4)
16,593 15,036
Other receivables and prepayments (current and non-current) 6,211 5,304
– less prepayments and VAT receivables (5,073) (3,438)
Cash at bank (note 4.6)
12,653 10,720
Financial assets at amortised cost 30,841 27,985
Trade receivables in a factoring portfolio 33,967 25,607
Financial assets at fair value through other comprehensive income 33,967 25,607
Total financial assets at the end of the year by category 79,015 62,600
Financial liabilities by category
Derivative financial instruments (note 4.4)
2,903 2,184
Derivatives used as hedging
instruments (liability) 2,903 2,184
Borrowings (non-current) (note 4.5)
24,318 12,961
Borrowings (current) (note 4.5)
1,466 13,684
Trade payables 15,587 8,870
Other liabilities (non-current) 100 360
Other liabilities (current) 23,606 19,600
– less VAT and duties payable (875) (590)
Financial liabilities measured at
amortised cost 64,202 54,885
Total financial liabilities at the end of the year by category1
67,105 57,069
1. Please refer to note 4.5 for a maturity analysis for non-current and current borrowings.

Financial liabilities
Financial assets by category
DKK million 2022 2021
Other financial assets 559 553
Marketable securities 10,921 6,765
Financial assets at fair value through the income statement 11,480 7,318
Derivative financial instruments (note 4.4)
2,727 1,690
Derivatives used as hedging
instruments (assets) 2,727 1,690
Other financial assets 457 363
Trade receivables (note 3.4)
16,593 15,036
Other receivables and prepayments (current and non-current) 6,211 5,304
– less prepayments and VAT receivables (5,073) (3,438)
Cash at bank (note 4.6)
12,653 10,720
Financial assets at amortised cost 30,841 27,985
Trade receivables in a factoring portfolio 33,967 25,607
Financial assets at fair value through other comprehensive income 33,967 25,607
Total financial assets at the end of the year by category 79,015 62,600
Financial liabilities by category
Derivative financial instruments (note 4.4)
2,903 2,184
Derivatives used as hedging
instruments (liability) 2,903 2,184
Borrowings (non-current) (note 4.5)
24,318 12,961
Borrowings (current) (note 4.5)
1,466 13,684
Trade payables 15,587 8,870
Other liabilities (non-current) 100 360
Other liabilities (current) 23,606 19,600
– less VAT and duties payable (875) (590)
Financial liabilities measured at
amortised cost 64,202 54,885
Total financial liabilities at the end of the year by category1
67,105 57,069
1. Please refer to note 4.5 for a maturity analysis for non-current and current borrowings.

Fair value measurement hierarchy
Fair value measurement hierarchy
DKK million 2022 2021
Active market data 11,288 7,169
Directly or indirectly observable market data 2,727 1,690
Not based on observable market data 34,159 25,756
Total financial assets at fair value 48,174 34,615
Active market data — —
Directly or indirectly observable market data 2,903 2,184
Not based on observable market data — —
Total financial liabilities at fair value 2,903 2,184

Financial income
Financial income
DKK million 2022 2021 2020
Financial income
Interest income1
239 231 337
Foreign exchange gain (net) — — 1,142
Financial gain from forward contracts (net) — 2,316 —
Capital gain on investments, etc. — 340 —
Result of associated companies — — 149
Total financial income 239 2,887 1,628
Financial expenses
Interest expenses1
378 289 390
Foreign exchange loss (net) 2,885 1,972 —
Financial loss from forward contracts (net) 1,766 — 1,889
Capital loss on investments, etc. 124 — 195
Capital loss on marketable securities 463 44 —
Result of associated companies 189 24 —
Other financial expenses 181 122 150
Total financial expenses 5,986 2,451 2,624
1. Total interest income and expenses is measured at amortised cost for financial assets and liabilities.

Financial expenses
Financial income
DKK million 2022 2021 2020
Financial income
Interest income1
239 231 337
Foreign exchange gain (net) — — 1,142
Financial gain from forward contracts (net) — 2,316 —
Capital gain on investments, etc. — 340 —
Result of associated companies — — 149
Total financial income 239 2,887 1,628
Financial expenses
Interest expenses1
378 289 390
Foreign exchange loss (net) 2,885 1,972 —
Financial loss from forward contracts (net) 1,766 — 1,889
Capital loss on investments, etc. 124 — 195
Capital loss on marketable securities 463 44 —
Result of associated companies 189 24 —
Other financial expenses 181 122 150
Total financial expenses 5,986 2,451 2,624
1. Total interest income and expenses is measured at amortised cost for financial assets and liabilities.

Financial impact from forward contracts
Financial impact from forward contracts, specified
DKK million 2022 2021 2020
Income/(loss) transferred from other comprehensive income (1,740) 1,802 (329)
Value adjustment of transferred contracts (3,772) (1,411) 79
Unrealised fair value adjustments of forward contracts2
(1,202) 1,246 (835)
Realised foreign exchange gain/(loss) on forward contracts 4,948 679 (804)
Financial income/(expense) from forward contracts (1,766) 2,316 (1,889)
2. Please refer to note 4.4 Derivative financial instruments for information on open fair value hedge contracts at 31 December.

v3.22.4

Other disclosures (Tables)
12 Months Ended

Dec. 31, 2022

Additional information [abstract]

Share-based payment expensed in the income statement
Share-based payment expensed in the income statement
DKK million 2022 2021 2020
Restricted stock units to employees 265 189 189
Long-term share-based incentive programme (Management Board)1
250 234 162
Long-term share-based incentive programme (management group below Management Board) 819 598 436
Shares allocated to individual employees 205 19 36
Share-based payment expensed in the income statement 1,539 1,040 823
1. In 2021, Novo Nordisk introduced a new share-based compensation programme with terms, which amortises the grant date valuation over three years (2019 and 2020 programmes were amortised over four years). The 2022 expense includes amortisation of the 2019, 2020, 2021 and 2022 programmes.

Outstanding restricted stock units (million) Restricted stock units
to employees Shares for
Management Board Shares for management group below Management Board Shares allocated to
individual employees Total
2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020 2022 2021 2020
Outstanding at the beginning
of the year 2.0 2.1 2.1 2.2 1.8 1.3 5.5 4.5 3.2 0.2 0.2 0.3 9.9 8.6 6.9
Released allocated shares (0.0) (0.1) (0.0) (0.5) (0.3) (0.1) (1.2) (0.6) (0.2) (0.1) (0.1) (0.1) (1.8) (1.1) (0.4)
Cancelled allocated shares — — — (0.1) 0.0 (0.0) (0.2) (0.3) (0.1) (0.0) (0.0) (0.0) (0.3) (0.3) (0.1)
Allocated in the year 0.4 — — 0.4 0.5 0.4 1.7 1.6 1.0 0.4 0.1 — 2.9 2.2 1.4
Performance adjustment2
— — — — 0.2 0.2 — 0.3 0.6 — — — — 0.5 0.8
Outstanding at the end of the year 2.4 2.0 2.1 2.0 2.2 1.8 5.8 5.5 4.5 0.5 0.2 0.2 10.7 9.9 8.6
2. The number of shares for Management Board and management group below Management Board has been adjusted as the targets set by the Board are expected to be exceeded for the 2019, 2020, 2021 and 2022 programmes.

Contractual obligations not recognised in the balance sheet
Contractual obligations not recognised in the balance sheet
DKK million (Undiscounted) Current Non-current Total
2022
Leases1
205 1,641 1,846
Research and development obligations 5,988 7,582 13,570
Research and development – potential milestone payments2
376 5,011 5,387
Commercial product launch – potential milestone payments2
— 7,598 7,598
Purchase obligations relating to investments in property, plant and equipment 1,696 1,427 3,123
Other purchase obligations 18,762 14,366 33,128
Total obligations not recognised in the balance sheet 27,027 37,625 64,652
2021
Leases1
145 636 781
Research and development obligations 4,196 6,357 10,553
Research and development – potential milestone payments2
771 4,220 4,991
Commercial product launch – potential milestone payments2
— 5,966 5,966
Purchase obligations relating to investments in property, plant and equipment 545 — 545
Other purchase obligations 13,407 5,998 19,405
Total obligations not recognised in the balance sheet 19,064 23,177 42,241
1. Predominantly relates to estimated variable property taxes, leases committed but not yet commenced and low value leases.
2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities.

Material transactions with related parties
Material transactions with related parties
DKK million 2022 2021 2020
Novo Holdings A/S
Purchase of Novo Nordisk B shares 6,984 6,695 5,963
Dividend payment to Novo Holdings A/S 7,207 6,144 5,767
NNIT Group
Services provided by NNIT 660 593 775
Dividend payment from NNIT — (4) (18)
Novozymes Group
Services provided by Novo Nordisk (78) (116) (113)
Services provided by Novozymes 92 78 72

Fee to statutory auditors
DKK million 2022 2021 2020
Statutory audit1
38 26 26
Audit-related services 2 3 3
Tax advisory services 3 4 9
Other services 12 4 4
Total fee to statutory auditors 55 37 42
1. 2022 statutory audit fee includes DKK 9 million of additional fee related to 2021.

Companies in the Novo Nordisk Group
Company and country Activity
Parent company
Novo Nordisk A/S, Denmark • • • •
Subsidiaries by geographical area
Company and country Percentage of shares owned Activity
North America Operations
Novo Nordisk Canada Inc., Canada 100 •
Novo Nordisk Inc., US 100 •
Novo Nordisk North America Operations A/S, Denmark 100 •
Novo Nordisk Pharmaceutical Industries LP, US 100 •
Novo Nordisk Pharmatech US, Inc., US 100 •
Novo Nordisk Pharma, Inc., US 100 •
Novo Nordisk Research Center Indianapolis, Inc., US 100 •
Novo Nordisk Research Center Seattle, Inc., US 100 •
Novo Nordisk US Bio Production, Inc., US 100 •
Novo Nordisk US Commercial Holdings, Inc., US 100 •
Novo Nordisk US Holdings Inc., US 100 •
Corvidia Therapeutics, Inc., US 100 •
Dicerna Pharmaceuticals, Inc., US 100 •
Emisphere Technologies, Inc., US 100 •
Forma Therapeutics, Inc., US 100 •
Region International Operations
Novo Nordisk Pharmaceuticals A/S, Denmark 100 •
Novo Nordisk Pharma Operations A/S, Denmark 100 • •
Novo Nordisk Region AAMEO and LATAM A/S, Denmark 100 •
Novo Nordisk Region Europe A/S, Denmark 100 •
Novo Nordisk Region Japan & Korea A/S, Denmark 100 •
Region EMEA
Aldaph SpA, Algeria 100 • •
Novo Nordisk Pharma GmbH, Austria 100 •
S.A. Novo Nordisk Pharma N.V., Belgium 100 •
Novo Nordisk Pharma d.o.o., Bosnia and Herzegovina 100 •
Novo Nordisk Pharma EAD, Bulgaria 100 •
Novo Nordisk Hrvatska d.o.o., Croatia 100 •
Novo Nordisk s.r.o., Czech Republic 100 •
Novo Nordisk Denmark A/S, Denmark 100 •
Novo Nordisk Pharmatech A/S, Denmark 100 • •
Novo Nordisk Egypt LLC, Egypt 100 •
Company and country Percentage of shares owned Activity
Novo Nordisk Egypt Pharmaceuticals Ltd., Egypt 100 •
Novo Nordisk Farma OY, Finland 100 •
Novo Nordisk, France 100 •
Novo Nordisk Production SAS, France 100 •
Novo Nordisk Pharma GmbH, Germany 100 •
Novo Nordisk Hellas Epe., Greece 100 •
Novo Nordisk Hungária Kft., Hungary 100 •
Novo Nordisk Limited, Ireland 100 •
Novo Nordisk Ltd, Israel 100 •
Novo Nordisk S.P.A., Italy 100 •
Novo Nordisk Kazakhstan LLP, Kazakhstan 100 •
Novo Nordisk Kenya Ltd., Kenya 100 •
Novo Nordisk Pharma SARL, Lebanon 100 •
UAB Novo Nordisk Pharma, Lithuania 100 •
Novo Nordisk Farma dooel, North Macedonia 100 •
Novo Nordisk Pharma SAS, Morocco 100 •
Novo Nordisk B.V., Netherlands 100 •
Novo Nordisk Finance (Netherlands) B.V., Netherlands 100 •
Novo Nordisk Pharma Limited, Nigeria 100 •
Novo Nordisk Norway AS, Norway 100 •
Novo Nordisk Pharmaceutical Services Sp. z.o.o., Poland 100 •
Novo Nordisk Pharma Sp.z.o.o., Poland 100 •
Novo Nordisk Portugal, Lda., Portugal 100 •
Novo Nordisk Farma S.R.L., Romania 100 •
Novo Nordisk Limited Liability Company, Russia 100 • •
Novo Nordisk Production Support LLC, Russia 100 •
Novo Nordisk Saudi for Trading, Saudi Arabia 100 •
Novo Nordisk Pharma d.o.o. Belgrade (Serbia), Serbia 100 •
Novo Nordisk Slovakia s.r.o., Slovakia 100 •
Novo Nordisk, d.o.o., Slovenia 100 •
Novo Nordisk (Pty) Limited, South Africa 100 •
Novo Nordisk Pharma S.A., Spain 100 •
Novo Nordisk Scandinavia AB, Sweden 100 •
Novo Nordisk Health Care AG, Switzerland 100 • • •
Novo Nordisk Pharma AG, Switzerland 100 •
Novo Nordisk Tunisie SARL, Tunisia 100 •
Novo Nordisk Saglik Ürünleri Tic. Ltd. Sti., Turkey 100 •
Novo Nordisk Ukraine, LLC, Ukraine 100 •
Novo Nordisk Pharma Gulf FZE, United Arab Emirates 100 •
Novo Nordisk Holding Limited, UK 100 •
Novo Nordisk Limited, UK 100 •
Novo Nordisk Research Centre Oxford Limited, UK 100 •
Company and country Percentage of shares owned Activity
Region China
Novo Nordisk (China) Pharmaceuticals Co. Ltd., China 100 • •
Novo Nordisk (Shanghai) Pharma Trading Co., Ltd., China 100 •
Novo Nordisk Region China A/S, Denmark 100 •
Novo Nordisk Hong Kong Limited, Hong Kong 100 •
Novo Nordisk Pharma (Taiwan) Ltd., Taiwan 100 •
Beijing Novo Nordisk Pharmaceuticals Science & Technology Co., Ltd., China 100 •
Region Rest of World
Novo Nordisk Pharma Argentina S.A., Argentina 100 •
Novo Nordisk Pharmaceuticals Pty. Ltd., Australia 100 •
Novo Nordisk Pharma (Private) Limited, Bangladesh 100 •
Novo Nordisk Produção Farmacêutica do Brasil Ltda., Brazil 100 •
Novo Nordisk Farmacêutica do Brasil Ltda., Brazil 100 •
Novo Nordisk Farmacéutica Limitada, Chile 100 •
Novo Nordisk Colombia SAS, Colombia 100 •
Novo Nordisk India Private Limited, India 100 •
Novo Nordisk Service Centre (India) Pvt. Ltd., India 100 •
PT. Novo Nordisk Indonesia, Indonesia 100 •
Novo Nordisk Pars, Iran 100 • •
Novo Nordisk Pharma Ltd., Japan 100 • •
Novo Nordisk Pharma (Malaysia) Sdn Bhd, Malaysia 100 •
Novo Nordisk Pharma Operations Sdn Bhd, Malaysia 100 •
Novo Nordisk Mexico S.A. de C.V., Mexico 100 •
Novo Nordisk Pharmaceuticals Ltd., New Zealand 100 •
Novo Nordisk Pharma (Private) Limited, Pakistan 100 •
Novo Nordisk Panama S.A., Panama 100 •
Novo Nordisk Peru S.A.C., Peru 100 •
Novo Nordisk Pharmaceuticals (Philippines) Inc., Philippines 100 •
Novo Nordisk Pharma (Singapore) Pte Ltd., Singapore 100 •
Novo Nordisk India Holding Pte Ltd., Singapore 100 •
Novo Nordisk Pharma Korea Ltd., South Korea 100 •
Novo Nordisk Lanka (PVT) Ltd, Sri Lanka 100 •
Novo Nordisk Pharma (Thailand) Ltd., Thailand 100 •
Novo Nordisk Vietnam Ltd., Vietnam 100 •
Other subsidiaries and associated companies
NNE A/S, Denmark 100 •
NNIT A/S, Denmark 18 •
CS Solar Fund XIV, LLC, US 99 •
Companies without significant activities are not included in the list.
NNE A/S subsidiaries are not included in the list.

v3.22.4

Results for the year - Net sales and rebates - Gross-to-net sales reconciliation (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disclosure of disaggregation of revenue from contracts with customers [line items]

Gross sales kr 455,692 kr 340,180 kr 298,187

Total gross-to-net sales adjustments (278,738) (199,380) (171,241)

Net sales 176,954 140,800 126,946

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 55,894

Additional provisions, including increases to existing provisions 207,715

Amount used during the year (190,278)

Effect of exchange rate adjustment 3,214

At the end of the year 74,877 55,894

US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Net sales 84,656 63,009 57,824

US Managed Care and Medicare | US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Total gross-to-net sales adjustments (161,123) (112,929) (96,716)

US wholesaler charge-backs | US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Total gross-to-net sales adjustments (56,443) (40,354) (37,036)

US Medicaid rebates | US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Total gross-to-net sales adjustments (24,667) (19,810) (17,307)

Other | US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Total gross-to-net sales adjustments (18,300) (14,119) (10,867)

Other | Non-US

Disclosure of disaggregation of revenue from contracts with customers [line items]

Total gross-to-net sales adjustments (18,205) (12,168) (9,315)

Provision for sales rebates

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 50,822 34,052 30,878

Additional provisions, including increases to existing provisions 206,354 155,602 111,921

Amount used during the year (189,580) (141,370) (106,116)

Adjustments, including unused amounts reversed during the year (1,141) (284) 166

Effect of exchange rate adjustment 3,044 2,822 (2,797)

At the end of the year kr 69,499 kr 50,822 kr 34,052

v3.22.4

Results for the year - Net sales and rebates - Narrative (Details)
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

North America

Disclosure of geographical areas [line items]

Rebates (as a percent of gross sales) 75.00% 75.00% 74.00%

US Managed Care and Medicare | US

Disclosure of geographical areas [line items]

Period to settle 100 days

Non-government customers | Wholesaler charge-backs | US

Disclosure of geographical areas [line items]

Period to settle 30 days

Government customers | US Medicaid rebates | US

Disclosure of geographical areas [line items]

Period to settle 150 days

v3.22.4

Results for the year - Segment information - Narrative (Details)
kr in Millions
12 Months Ended

Dec. 31, 2022

DKK (kr)

segment

wholesaler

commercial_unit

Dec. 31, 2021

DKK (kr)

Dec. 31, 2020

Disclosure of geographical areas [line items]

Number of major wholesalers distributing products | wholesaler 3

Net sales expected to be recognised in next 12 months kr 1,835 kr 1,012

Net sales expected to be recognised thereafter kr 798 962

Number of business segments | segment 2

Number of main commercial units | commercial_unit 2

Property, plant and equipment and intangible assets kr 118,087 kr 98,533

Outside of Denmark

Disclosure of geographical areas [line items]

Total sales (as a percent) (more than for USA) 99.80%

USA and China

Disclosure of geographical areas [line items]

Total sales (as a percent) (more than for USA) 10.00% 10.00% 10.00%

Wholesaler 1

Disclosure of geographical areas [line items]

Total sales (as a percent) (more than for USA) 19.00% 18.00% 19.00%

Wholesaler 2

Disclosure of geographical areas [line items]

Total sales (as a percent) (more than for USA) 14.00% 13.00% 13.00%

Wholesaler 3

Disclosure of geographical areas [line items]

Total sales (as a percent) (more than for USA) 13.00% 13.00% 12.00%

v3.22.4

Results for the year - Segment information - Business segments - Key figures (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disclosure of operating segments [line items]

Total net sales kr 176,954 kr 140,800 kr 126,946

Cost of goods sold (28,448) (23,658) (20,932)

Sales and distribution costs (46,217) (37,008) (32,928)

Research and development costs (24,047) (17,772) (15,462)

Administrative costs (4,467) (4,050) (3,958)

Other operating income and expenses 1,034 332 460

Operating profit kr 74,809 kr 58,644 kr 54,126

Operating margin (as a percent) 42.30% 41.70% 42.60%

Depreciation, amortisation and impairment losses expensed kr (7,362) kr (6,025) kr (5,753)

Diabetes and Obesity care

Disclosure of operating segments [line items]

Total net sales 156,412 121,597 108,020

Diabetes and Obesity care | Operating segments

Disclosure of operating segments [line items]

Total net sales 156,412 121,597 108,020

Cost of goods sold (23,405) (19,363) (17,715)

Sales and distribution costs (42,392) (33,791) (29,903)

Research and development costs (20,157) (15,600) (13,535)

Administrative costs (3,955) (3,504) (3,387)

Other operating income and expenses 892 199 264

Operating profit kr 67,395 kr 49,538 kr 43,744

Operating margin (as a percent) 43.10% 40.70% 40.50%

Depreciation, amortisation and impairment losses expensed kr (5,701) kr (4,895) kr (4,624)

Rare disease

Disclosure of operating segments [line items]

Total net sales 20,542 19,203 18,926

Rare disease | Operating segments

Disclosure of operating segments [line items]

Total net sales 20,542 19,203 18,926

Cost of goods sold (5,043) (4,295) (3,217)

Sales and distribution costs (3,825) (3,217) (3,025)

Research and development costs (3,890) (2,172) (1,927)

Administrative costs (512) (546) (571)

Other operating income and expenses 142 133 196

Operating profit kr 7,414 kr 9,106 kr 10,382

Operating margin (as a percent) 36.10% 47.40% 54.90%

Depreciation, amortisation and impairment losses expensed kr (1,661) kr (1,130) kr (1,129)

v3.22.4

Results for the year - Research and development costs - Research and development costs (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Analysis of income and expense [abstract]

Employee costs (note 2.4) kr 9,952 kr 7,328 kr 6,269

Amortisation and impairment losses, intangible assets (note 3.1) 1,364 744 1,025

Depreciation and impairment losses, property, plant and equipment (note 3.2) 922 736 724

Other research and development costs 11,809 8,964 7,444

Total research and development costs kr 24,047 kr 17,772 kr 15,462

As percentage of net sales 13.60% 12.60% 12.20%

v3.22.4

Results for the year - Employee costs - Employee costs (Details)
kr in Millions
12 Months Ended

Dec. 31, 2022

DKK (kr)

employee

Dec. 31, 2021

DKK (kr)

employee

Dec. 31, 2020

DKK (kr)

employee

Disclosure of attribution of expenses by nature to their function [line items]

Wages and salaries kr 34,575 kr 28,939 kr 26,778

Share-based payment costs (note 5.1) 1,539 1,040 823

Pensions – defined contribution plans 2,472 2,022 1,961

Pensions – defined benefit plans 185 139 138

Other social security contributions 2,713 2,203 1,862

Other employee costs 3,105 2,189 2,044

Total employee costs for the year 44,589 36,532 33,606

Employee costs capitalised as intangible assets and property, plant and equipment (1,451) (1,240) (1,279)

Change in employee costs capitalised as inventories (70) (56) (60)

Total employee costs in the income statement kr 43,068 kr 35,236 kr 32,267

Number of employees

Average number of full-time employees | employee 51,046 46,171 43,759

Year-end number of full-time employees | employee 54,393 47,792 44,723

Year-end employees (total) | employee 55,185 48,478 45,323

Cost of goods sold

Disclosure of attribution of expenses by nature to their function [line items]

Total employee costs in the income statement kr 11,766 kr 9,611 kr 8,896

Sales and distribution costs

Disclosure of attribution of expenses by nature to their function [line items]

Total employee costs in the income statement 17,700 15,003 14,146

Research and development costs

Disclosure of attribution of expenses by nature to their function [line items]

Total employee costs in the income statement 9,952 7,328 6,269

Administrative costs

Disclosure of attribution of expenses by nature to their function [line items]

Total employee costs in the income statement 3,517 3,098 2,848

Other Operating Income And Expenses

Disclosure of attribution of expenses by nature to their function [line items]

Total employee costs in the income statement kr 133 kr 196 kr 108

v3.22.4

Results for the year - Employee costs - Remuneration to executive management and board of directors (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disclosure of transactions between related parties [line items]

Total kr 280 kr 294 kr 224

Executive Management

Disclosure of transactions between related parties [line items]

Salary and short-term incentive 141 126 119

Pension 13 12 26

Benefits 9 10 10

Long-term incentive 97 100 52

Severance payments 0 29 0

Total 260 277 207

Board of Directors

Disclosure of transactions between related parties [line items]

Total 20 17 17

Registered Executive Management

Disclosure of transactions between related parties [line items]

Total kr 175 kr 202 kr 141

v3.22.4

Results for the year - Income taxes and deferred income taxes - Income taxes expensed (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Analysis of income and expense [abstract]

Current tax on profit for the year kr 17,829 kr 13,871 kr 11,557

Deferred tax on profit for the year (3,806) (1,528) 1,105

Tax on profit for the year 14,023 12,343 12,662

Current tax adjustments recognised for prior years 339 (603) (563)

Deferred tax adjustments recognised for prior years (825) (417) (1,107)

Income taxes in the income statement 13,537 11,323 10,992

Tax on other comprehensive income for the year, (income)/expense kr 889 kr (1,005) kr 577

v3.22.4

Results for the year - Income taxes and deferred income taxes - Computation of effective tax rate (Details)
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Reconciliation of average effective tax rate and applicable tax rate [abstract]

Statutory corporate income tax rate in Denmark 22.00% 22.00% 22.00%

Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net) (1.10%) (1.50%) (2.50%)

Non-taxable income less non-tax-deductible expenses (net) (0.50%) (0.30%) (0.20%)

Other adjustments (net) (0.80%) (1.00%) 1.40%

Effective tax rate 19.60% 19.20% 20.70%

v3.22.4

Results for the year - Income taxes and deferred income taxes - Income taxes paid (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Analysis of income and expense [abstract]

Income taxes paid in Denmark for current year kr 9,181 kr 9,703 kr 4,262

Income taxes paid outside Denmark for current year 5,647 3,439 4,508

Income taxes paid/(repayments) relating to prior years (313) 1,296 1,336

Income taxes paid kr 14,515 kr 14,438 kr 10,106

v3.22.4

Results for the year - Income taxes and deferred income taxes - Narrative (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Analysis of income and expense [abstract]

Potential withholding tax amounts related to distribution of earnings kr 567 kr 444

Unrecognised tax loss carry-forwards kr 456 kr 166

v3.22.4

Results for the year - Earnings per share (Details) - DKK (kr)
kr / shares in Units, shares in Millions, kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Analysis of income and expense [abstract]

Net profit kr 55,525 kr 47,757 kr 42,138

Average number of shares outstanding (in shares) 2,265.3 2,296.6 2,333.9

Dilutive effect of average outstanding joint share pool (in shares) 7.0 6.5 6.1

Average number of shares outstanding, including dilutive effect of outstanding share pool (in shares) 2,272.3 2,303.1 2,340.0

Basic earnings per share (DKK per share) kr 24.51 kr 20.79 kr 18.05

Diluted earnings per share (DKK per share) kr 24.44 kr 20.74 kr 18.01

v3.22.4

Operating assets and liabilities - Leases - Leased property, plant and equipment (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Disclosure of quantitative information about right-of-use assets [line items]

Right-of-use assets kr 4,131 kr 3,839

Land and buildings

Disclosure of quantitative information about right-of-use assets [line items]

Right-of-use assets 3,544 3,340

Other property, plant and equipment [member]

Disclosure of quantitative information about right-of-use assets [line items]

Right-of-use assets kr 587 kr 499

v3.22.4

Operating assets and liabilities - Leases - Narrative (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Subclassifications of assets, liabilities and equities [abstract]

Leases, amount recognised in income statement kr 1,491 kr 1,303

Cash outflow for leases 1,438 1,275

Lease liability, amount excluded kr 3,723 kr 2,209

v3.22.4

Operating assets and liabilities - Inventories - Inventories (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Inventory, Current [Line Items]

Total current inventories kr 24,388 kr 19,621

Indirect production costs included in work in progress and finished goods kr 10,640 kr 8,929

Share of total inventories (net) 44.00% 46.00%

Movements In Inventory Write-Downs [Roll Forward]

Inventories at the beginning of the year kr 19,621

Write-downs during the year 1,110 kr 883

Utilisation of write-downs (1,482) (661)

Reversal of write-downs (169) (119)

Inventories at the end of the year 24,388 19,621

Gross amount

Inventory, Current [Line Items]

Raw materials 6,392 4,310

Work in progress 13,673 12,285

Finished goods 6,038 5,282

Total current inventories 26,103 21,877

Movements In Inventory Write-Downs [Roll Forward]

Inventories at the beginning of the year 21,877

Inventories at the end of the year 26,103 21,877

Inventory write-downs

Inventory, Current [Line Items]

Total current inventories 1,715 2,256

Movements In Inventory Write-Downs [Roll Forward]

Inventories at the beginning of the year 2,256 2,153

Inventories at the end of the year kr 1,715 kr 2,256

v3.22.4

Operating assets and liabilities - Provisions and contingent liabilities - Provisions (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Reconciliation of changes in other provisions [abstract]

At the beginning of the year kr 55,894

Additional provisions, including increases to existing provisions 207,715

Amount used during the year (190,278)

Adjustments, including unused amounts reversed during the year (1,668)

Effect of exchange rate adjustment 3,214

At the end of the year 74,877 kr 55,894

Non-current liabilities 4,590 4,374

Current liabilities 70,287 51,520

Provision for sales rebates

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 50,822 34,052 kr 30,878

Additional provisions, including increases to existing provisions 206,354 155,602 111,921

Amount used during the year (189,580) (141,370) (106,116)

Adjustments, including unused amounts reversed during the year (1,141)

Effect of exchange rate adjustment 3,044 2,822 (2,797)

At the end of the year 69,499 50,822 kr 34,052

Non-current liabilities 322

Current liabilities 69,177

Provisions for legal disputes

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 2,157

Additional provisions, including increases to existing provisions 437

Amount used during the year (103)

Adjustments, including unused amounts reversed during the year (245)

Effect of exchange rate adjustment 130

At the end of the year 2,376 2,157

Non-current liabilities 2,028

Current liabilities 348

Provisions for product returns

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 858

Additional provisions, including increases to existing provisions 591

Amount used during the year (437)

Adjustments, including unused amounts reversed during the year 10

Effect of exchange rate adjustment 8

At the end of the year 1,030 858

Non-current liabilities 412

Current liabilities 618

Other provisions

Reconciliation of changes in other provisions [abstract]

At the beginning of the year 2,057

Additional provisions, including increases to existing provisions 333

Amount used during the year (158)

Adjustments, including unused amounts reversed during the year (292)

Effect of exchange rate adjustment 32

At the end of the year 1,972 kr 2,057

Non-current liabilities 1,828

Current liabilities kr 144

v3.22.4

Operating assets and liabilities - Provisions and contingent liabilities - Narrative (Details)

Dec. 31, 2022

lawsuit

Disclosure of contingent liabilities [line items]

Number of lawsuits 14

Number of putative class action lawsuits 3

v3.22.4

Capital structure and financial items -Distributions to shareholders - Distribution to shareholders (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Interim dividend for the year kr 9,613 kr 8,021 kr 7,570

Dividend for prior year 15,690 13,496 12,551

Share repurchases for the year 24,086 19,447 16,855

Total kr 49,389 kr 40,964 kr 36,976

v3.22.4

Capital structure and financial items - Distributions to shareholders - Narrative (Details) - DKK (kr)
kr / shares in Units, kr in Millions
1 Months Ended 12 Months Ended

Aug. 31, 2021

Mar. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Net cash distribution to shareholders in the form of dividends and share repurchases kr 49,389 kr 40,964 kr 36,976

Free cash flow 57,362

Total dividend for year kr 27,950 kr 23,711

Dividends paid (DKK per share) kr 4.25 kr 6.90 kr 12.40 kr 10.40

Dividends proposed kr 18,337

Dividends pending approval (DKK per share) kr 8.15

Total dividend kr 9,613 kr 15,690 kr 25,303 kr 21,517 kr 20,121

v3.22.4

Capital structure and financial items - Share capital, Treasury shares and Other reserves - Share capital (Details) - shares
shares in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disclosure of classes of share capital [line items]

Number of shares outstanding 2,280 2,310 2,350

Increase (decrease) in number of shares outstanding (30) (40)

A share capital

Disclosure of classes of share capital [line items]

Number of shares outstanding 537 537 537

Increase (decrease) in number of shares outstanding 0 0

B share capital

Disclosure of classes of share capital [line items]

Number of shares outstanding 1,743 1,773 1,813

Increase (decrease) in number of shares outstanding (30) (40)

v3.22.4

Capital structure and financial items - Share capital, Treasury shares and Other reserves - Narrative (Details)
kr / shares in Units, kr in Millions

Dec. 31, 2022

DKK (kr)

vote

kr / shares

Dec. 31, 2021

DKK (kr)

Dec. 31, 2020

DKK (kr)

Dec. 31, 2019

DKK (kr)

Disclosure of classes of share capital [line items]

Equity kr 83,486 kr 70,746 kr 63,325 kr 57,593

Distributable reserves 63,136 51,114

Share repurchase programme of Novo Nordisk B shares

Disclosure of classes of share capital [line items]

Share repurchase programme, authorized amount 24,000 1,600

Share repurchase programme, outstanding at year-end 1,500

Share capital

Disclosure of classes of share capital [line items]

Equity kr 456 462 470 kr 480

A share capital | Share capital

Disclosure of classes of share capital [line items]

Value of shares (DKK per share) | kr / shares kr 200,000

Number of votes | vote 200

Equity kr 107 107 107

B share capital | Share capital

Disclosure of classes of share capital [line items]

Value of shares (DKK per share) | kr / shares kr 0.2

Number of votes | vote 20

Equity kr 349 kr 355 kr 363

Treasury shares

Disclosure of classes of share capital [line items]

Value of shares (DKK per share) | kr / shares kr 0.2

v3.22.4

Capital structure and financial items - Share capital, Treasury shares and Other reserves - Treasury shares (Details) - DKK (kr)
shares in Millions, kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Changes in market value of treasury shares

Beginning of the year kr 70,746 kr 63,325 kr 57,593

Purchase during the year 24,086 19,447 16,855

Equity at end of period kr 83,486 kr 70,746 kr 63,325

Reconciliation of number of shares outstanding [abstract]

Holding at the beginning of the year (in shares) 2,310.0 2,350.0

Holding at the end of the year (in shares) 2,280.0 2,310.0 2,350.0

Treasury shares

Changes in market value of treasury shares

Beginning of the year kr 22,858

Cancellation of treasury shares (22,050)

Released allocated shares to employees (1,350)

Purchase during the year 24,086

Value adjustment 4,698

Equity at end of period kr 28,242 kr 22,858

As % of share capital

Equity, As A Percentage Of Share Capital 1.30% 1.30%

B shares

Reconciliation of number of shares outstanding [abstract]

Holding at the beginning of the year (in shares) 1,773.0 1,813.0

Holding at the end of the year (in shares) 1,743.0 1,773.0 1,813.0

B shares | Treasury shares

Reconciliation of number of shares outstanding [abstract]

Holding at the beginning of the year (in shares) 31.1 37.5

Cancellation of treasury shares (in shares) (30.0) (40.0)

Transfer regarding restricted stock units (in shares) (1.8) (1.1)

Purchase during the year (in shares) 30.8 34.7

Value adjustment (in shares) 0.0 0.0

Holding at the end of the year (in shares) 30.1 31.1 37.5

v3.22.4

Capital structure and financial items - Share capital, Treasury shares and Other reserves - Specification of Other reserves (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Disclosure of reserves within equity [line items]

Beginning of the year kr 70,746 kr 63,325 kr 57,593

Other comprehensive income 4,778 (670) (610)

Transfer of cash flow hedge reserve to intangible assets (note 4.2) 13 326

Equity at end of period 83,486 70,746 63,325

Other reserves [member]

Disclosure of reserves within equity [line items]

Beginning of the year (1,714) (911) (694)

Other comprehensive income 4,163 (816) (543)

Transfer of cash flow hedge reserve to intangible assets (note 4.2) 13 326

Equity at end of period kr 2,449 kr (1,714) kr (911)

v3.22.4

Capital structure and financial items - Financial risks - Financial contracts (Details)
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

USD

Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]

Period to cover expected future cash flow 12 months 12 months

CNY

Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]

Period to cover expected future cash flow 0 months 0 months

JPY

Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]

Period to cover expected future cash flow 12 months 12 months

CAD

Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]

Period to cover expected future cash flow 9 months 9 months

GBP

Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]

Period to cover expected future cash flow 11 months 11 months

v3.22.4

Capital structure and financial items - Financial risks - Derecognised receivables (Details) - Non-current - Receivables - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

US

Disclosure of continuing involvement in derecognised financial assets [line items]

Derecognised receivables without recourse kr 1,394 kr 1,313 kr 1,817

JAPAN

Disclosure of continuing involvement in derecognised financial assets [line items]

Derecognised receivables without recourse kr 2,273 kr 2,453 kr 2,351

v3.22.4

Capital structure and financial items - Financial risks - Cash and cash equivalents and financial reserves (Details)
kr in Millions

Dec. 31, 2022

DKK (kr)

Dec. 31, 2022

EUR (€)

Dec. 31, 2021

DKK (kr)

Dec. 31, 2021

EUR (€)

Dec. 31, 2020

DKK (kr)

Dec. 31, 2020

EUR (€)

Dec. 31, 2019

DKK (kr)

Disclosure of maturity analysis for financial assets held for managing liquidity risk [line items]

Cash and cash equivalents kr 12,653 kr 10,719 kr 12,226 kr 15,411

Marketable securities 10,921 6,765 0

Undrawn committed credit facility 11,527 11,526 11,531

Undrawn bridge facility 0 0 5,577

Borrowings (480) (12,861) (576)

Financial reserves kr 34,621 kr 16,149 28,758

Bridge facility kr 5,577 € 750,000,000

Drawn bridge facility | € 1,500,000,000

EUR Undrawn committed credit facility

Disclosure of maturity analysis for financial assets held for managing liquidity risk [line items]

Maximum borrowing capacity | € € 1,550,000,000 € 1,550,000,000 € 1,550,000,000

v3.22.4

Capital structure and financial items - Derivative financial instruments - Narrative (Details)
kr in Millions
12 Months Ended

Dec. 31, 2022

DKK (kr)

Disclosure of detailed information about hedging instruments [line items]

Recognised in other comprehensive income, asset kr 1,026

v3.22.4

Capital structure and financial items - Borrowings - Issuance of Eurobonds (Details)
€ in Millions, kr in Millions

Dec. 31, 2022

DKK (kr)

Dec. 31, 2022

EUR (€)

Dec. 31, 2021

DKK (kr)

Disclosure of detailed information about financial instruments [line items]

Notional amount kr 112,512 kr 89,653

Eurobond 0.000% Fixed, Maturing June 2024

Disclosure of detailed information about financial instruments [line items]

Notional amount 4,834 € 650

Eurobond 0.750% Fixed, Maturing March 2025

Disclosure of detailed information about financial instruments [line items]

Notional amount 3,718 500

Eurobond 1.125% Fixed, Maturing September 2027

Disclosure of detailed information about financial instruments [line items]

Notional amount 3,718 500

Eurobond 0.125% Fixed, Maturing June 2028

Disclosure of detailed information about financial instruments [line items]

Notional amount 4,834 650

Eurobond 1.375% Fixed, Maturing March 2030

Disclosure of detailed information about financial instruments [line items]

Notional amount kr 3,718 € 500

v3.22.4

Capital structure and financial items - Borrowings - Narrative (Details)
kr in Millions, € in Billions
12 Months Ended

Dec. 31, 2022

DKK (kr)

Dec. 31, 2021

DKK (kr)

Dec. 31, 2022

EUR (€)

Dec. 31, 2021

EUR (€)

Dec. 31, 2020

DKK (kr)

Disclosure of detailed information about borrowings [line items]

Issued bonds, principal amount kr 25,784 kr 26,645 kr 10,356

Marketable securities transferred at carrying amount 5,937

Liabilities associated to financial assets available-for-sale 5,937

Financial liabilities, at fair value kr 2,903 kr 2,184

Euro Medium Term Note

Disclosure of detailed information about borrowings [line items]

Number of tranches, issued bonds 3 2

Issued bonds, principal amount kr 11,100 kr 9,700 € 1.5 € 1.3

Financial liabilities, at fair value | € € 18.7 € 9.6

v3.22.4

Capital structure and financial items - Cash and cash equivalents and free cash flow - Cash and cash equivalents (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Balances with banks kr 12,653 kr 10,720 kr 12,757

Current debt (bank overdrafts) 0 (1) (531)

Cash and cash equivalents 12,653 10,719 kr 12,226 kr 15,411

Bank loan classified as financing activities 480 358

Bank loan classified as cash and cash equivalents kr 0 kr 1

v3.22.4

Capital structure and financial items - Cash and cash equivalents and free cash flow - Narrative (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Restricted cash and cash equivalents kr 458 kr 1,123

v3.22.4

Capital structure and financial items - Other non-cash items - Other non-cash items (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Reversals of non-cash income statement items

Interest income and interest expenses, net (note 4.10) kr 139 kr 58 kr 53

Capital gains/(loss) on investments, net. etc 124 (340) 195

Result of associated company 189 24 (149)

Share-based payment costs 1,539 1,040 823

Increase/(decrease) in provisions and retirement benefit obligations 19,080 16,581 3,605

Other 1,239 (4,354) 3,322

Total other non-cash items kr 22,310 kr 13,009 kr 7,849

v3.22.4

Capital structure and financial items - Change in working capital - Change in working capital (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Inventories kr (4,767) kr (1,085) kr (895)

Trade receivables (9,917) (12,909) (2,822)

Other receivables and prepayments (968) (469) (419)

Trade payables 6,717 3,153 (641)

Other liabilities 4,006 2,595 1,274

Adjustment for payables related to non-current assets (1,567) (15) 879

Adjustment related to acquisition of businesses (143) (1,409) 0

Change in working capital including exchange rate adjustments (6,639) (10,139) (2,624)

Exchange rate adjustments 1,303 1,483 (1,729)

Cash flow change in working capital kr (5,336) kr (8,656) kr (4,353)

v3.22.4

Capital structure and financial items - Financial assets and liabilities - Fair value measurement hierarchy (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Disclosure of detailed information about financial instruments [line items]

Financial assets, at fair value kr 48,174 kr 34,615

Financial liabilities, at fair value 2,903 2,184

Active market data

Disclosure of detailed information about financial instruments [line items]

Financial assets, at fair value 11,288 7,169

Financial liabilities, at fair value 0 0

Directly or indirectly observable market data

Disclosure of detailed information about financial instruments [line items]

Financial assets, at fair value 2,727 1,690

Financial liabilities, at fair value 2,903 2,184

Not based on observable market data

Disclosure of detailed information about financial instruments [line items]

Financial assets, at fair value 34,159 25,756

Financial liabilities, at fair value kr 0 kr 0

v3.22.4

Capital structure and financial items - Financial income and expenses - Financial income (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Interest income kr 239 kr 231 kr 337

Foreign exchange gain (net) 0 0 1,142

Financial gain from forward contracts (net) 0 2,316 0

Capital gain on investments, etc. 0 340 0

Result of associated company 0 0 149

Total financial income kr 239 kr 2,887 kr 1,628

v3.22.4

Capital structure and financial items - Financial income and expenses - Financial expenses (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]

Interest expenses kr 378 kr 289 kr 390

Foreign exchange loss (net) 2,885 1,972 0

Financial loss from forward contracts (net) 1,766 0 1,889

Capital loss on investments, net 124 0 195

Capital loss on marketable securities 463 122 150

Result of associated companies 189 44 0

Other financial expenses 181 24 0

Total financial expenses kr 5,986 kr 2,451 kr 2,624

v3.22.4

Capital structure and financial items - Financial income and expenses - Financial impact from forward contracts (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Change in value of forward elements of forward contracts [abstract]

Income/(loss) transferred from other comprehensive income kr (1,740) kr 1,802 kr (329)

Value adjustment of transferred contracts (3,772) (1,411) 79

Unrealised fair value adjustments of forward contracts (1,202) 1,246 (835)

Realised foreign exchange gain/(loss) on forward contracts 4,948 679 (804)

Financial income/(expense) from forward contracts kr (1,766) kr 2,316 kr (1,889)

v3.22.4

Other disclosures - Share-based payment schemes - Share-based payment expensed in the income statement (Details) - DKK (kr)
kr in Millions
12 Months Ended 24 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2020

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expensed in the Income statement kr 1,539 kr 1,040 kr 823

Restricted stock units to employees

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expensed in the Income statement 265 189 189

Long-term share-based incentive programme (Management Board)

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expensed in the Income statement 250 kr 234 162

Amortisation period 3 years 4 years

Long-term share-based incentive programme (management group below Management Board)

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expensed in the Income statement 819 kr 598 436

Shares allocated to individual employees

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expensed in the Income statement kr 205 kr 19 kr 36

v3.22.4

Other disclosures - Share-based payment schemes - Restricted stock units to employees - Narrative (Details) - DKK (kr)

Feb. 20, 2022

Aug. 01, 2019

Disclosure of terms and conditions of share-based payment arrangement [line items]

Expected dividend, share options granted kr 639

Restricted stock units to employees

Disclosure of terms and conditions of share-based payment arrangement [line items]

Number of awards offered, each (in shares) 75

Conversion (in shares) 1

Cost of programme amortised over the vesting period kr 660,000,000

v3.22.4

Other disclosures - Commitments - Contractual obligations not recognised in the balance sheet (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Disclosure of contingent liabilities [line items]

Leases kr 1,846 kr 781

Research and development obligations 13,570 10,553

Research and development - potential milestone payments 5,387 4,991

Commercial product launch - potential milestone payments 7,598 5,966

Purchase obligations relating to investments in property, plant and equipment 3,123 545

Other purchase obligations 33,128 19,405

Total obligations not recognised in the balance sheet 64,652 42,241

Current

Disclosure of contingent liabilities [line items]

Leases 205 145

Research and development obligations 5,988 4,196

Research and development - potential milestone payments 376 771

Commercial product launch - potential milestone payments 0 0

Purchase obligations relating to investments in property, plant and equipment 1,696 545

Other purchase obligations 18,762 13,407

Total obligations not recognised in the balance sheet 27,027 19,064

Non-current

Disclosure of contingent liabilities [line items]

Leases 1,641 636

Research and development obligations 7,582 6,357

Research and development - potential milestone payments 5,011 4,220

Commercial product launch - potential milestone payments 7,598 5,966

Purchase obligations relating to investments in property, plant and equipment 1,427 0

Other purchase obligations 14,366 5,998

Total obligations not recognised in the balance sheet kr 37,625 kr 23,177

v3.22.4

Other disclosures - Commitments - Narrative (Details) - DKK (kr)
kr in Millions

Dec. 31, 2022

Dec. 31, 2021

Disclosure of geographical areas [line items]

Other guarantees kr 1,222 kr 1,251

v3.22.4

Other disclosures - Acquisition of businesses - Narrative (Details)
kr / shares in Units, kr in Millions
12 Months Ended

Dec. 28, 2021

DKK (kr)

Dec. 31, 2021

DKK (kr)

employee

Dec. 31, 2022

employee

Oct. 14, 2022

DKK (kr)

kr / shares

Dec. 31, 2020

employee

Disclosure of detailed information about business combination [line items]

Number of employees | employee 47,792 54,393 44,723

Dicerna Pharmaceuticals, Inc., US

Disclosure of detailed information about business combination [line items]

Proportion of equity interest prior to acquisition (in percentage) 2.90%

Fair value of existing shareholdings kr 573

Consideration transferred, acquisition-date fair value 22,034

Settlement of pre-existing relationship 145

Consideration transferred 21,316

Acquisition-related costs kr 124

Forna Therapeutics Holdings, Inc.

Disclosure of detailed information about business combination [line items]

Fair value of existing shareholdings kr 0

Consideration transferred, cash tender offer, price per share | kr / shares kr 20

Consideration transferred, acquisition-date fair value kr 8,102

Settlement of pre-existing relationship kr 0

Acquisition-related costs kr 51

v3.22.4

Other disclosures - Acquisition of businesses - Fair value of recognized assets and liabilities (Details) - DKK (kr)
kr in Millions

Oct. 14, 2022

Dec. 28, 2021

Dicerna Pharmaceuticals, Inc., US

Disclosure of detailed information about business combination [line items]

Intellectual property rights kr 18,687

Other intangible assets 24

Financial assets 31

Marketable securities 861

Cash 3,033

Deferred tax assets (liabilities), net (3,480)

Other net assets (1,468)

Net identifiable assets acquired 17,688

Goodwill 4,346

Purchase price 22,034

Settlement of pre-existing relationship (145)

Fair value of existing shareholdings 573

Consideration transferred 21,316

Cash used for acquisition of businesses kr 18,283

Forna Therapeutics Holdings, Inc.

Disclosure of detailed information about business combination [line items]

Intellectual property rights kr 5,766

Other intangible assets 492

Financial assets 77

Marketable securities 1,470

Cash 1,027

Deferred tax assets (liabilities), net (1,233)

Other net assets (21)

Net identifiable assets acquired 7,578

Goodwill 524

Purchase price 8,102

Settlement of pre-existing relationship 0

Fair value of existing shareholdings 0

Cash used for acquisition of businesses kr 7,075

v3.22.4

Other disclosures - Related party transactions - Material transactions with related parties (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Parent | Novo Holdings A/S

Disclosure of transactions between related parties [line items]

Purchase of Novo Nordisk B shares kr 6,984 kr 6,695 kr 5,963

Dividend payment to Novo Holdings A/S 7,207 6,144 5,767

Associates | NNIT Group

Disclosure of transactions between related parties [line items]

Services provided by related party 660 593 775

Dividend payment from NNIT 0 (4) (18)

Related parties | Novozymes Group

Disclosure of transactions between related parties [line items]

Services provided by related party 92 78 72

Services provided by Novo Nordisk kr (78) kr (116) kr (113)

v3.22.4

Other disclosures - Related party transactions - Narrative (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Share repurchase programme of Novo Nordisk B shares

Disclosure of subsidiaries [line items]

Share repurchase programme, authorized amount kr 24,000 kr 1,600

Parent | Novo Holdings A/S

Disclosure of subsidiaries [line items]

Share capital owned (as a percent) 28.10%

Number of votes (as a percent) 76.90%

Purchase of Novo Nordisk B shares kr 6,984 kr 6,695 kr 5,963

Parent | Novo Holdings A/S | B shares

Disclosure of subsidiaries [line items]

Number of shares acquired (in shares) 8,415,000

v3.22.4

Other disclosures - Fee to statutory auditors - Fee to statutory auditors (Details) - DKK (kr)
kr in Millions
12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Additional information [abstract]

Statutory audit1 kr 38 kr 26 kr 26

Audit-related services 2 3 3

Tax advisory services 3 4 9

Other services 12 4 4

Total fee to statutory auditors 55 37 42

Fees for other services than statutory audit 17 11 16

Other services kr 12 kr 6 kr 9

v3.22.4

Label Element Value

Other reserves [member] | Miscellaneous other reserves [member]

Equity ifrs-full_Equity kr (185,000,000)

Equity ifrs-full_Equity 474,000,000

Equity ifrs-full_Equity 38,000,000

Equity ifrs-full_Equity 930,000,000

Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied ifrs-full_AmountRemovedFromReserveOfCashFlowHedgesAndIncludedInInitialCostOrOtherCarryingAmountOfNonfinancialAssetLiabilityOrFirmCommitmentForWhichFairValueHedgeAccountingIsApplied (92,000,000)

Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied ifrs-full_AmountRemovedFromReserveOfCashFlowHedgesAndIncludedInInitialCostOrOtherCarryingAmountOfNonfinancialAssetLiabilityOrFirmCommitmentForWhichFairValueHedgeAccountingIsApplied (2,000,000)

Other comprehensive income ifrs-full_OtherComprehensiveIncome 1,117,000,000

Other comprehensive income ifrs-full_OtherComprehensiveIncome (892,000,000)

Other comprehensive income ifrs-full_OtherComprehensiveIncome (567,000,000)

Other reserves [member] | Reserve of exchange differences on translation [member]

Equity ifrs-full_Equity (839,000,000)

Equity ifrs-full_Equity 1,385,000,000

Equity ifrs-full_Equity (2,528,000,000)

Equity ifrs-full_Equity (904,000,000)

Other comprehensive income ifrs-full_OtherComprehensiveIncome 1,624,000,000

Other comprehensive income ifrs-full_OtherComprehensiveIncome (1,689,000,000)

Other comprehensive income ifrs-full_OtherComprehensiveIncome 2,289,000,000

Other reserves [member] | Reserve of cash flow hedges [member]

Equity ifrs-full_Equity (329,000,000)

Equity ifrs-full_Equity 1,026,000,000

Equity ifrs-full_Equity (1,740,000,000)

Equity ifrs-full_Equity 1,802,000,000

Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied ifrs-full_AmountRemovedFromReserveOfCashFlowHedgesAndIncludedInInitialCostOrOtherCarryingAmountOfNonfinancialAssetLiabilityOrFirmCommitmentForWhichFairValueHedgeAccountingIsApplied 418,000,000

Amount removed from reserve of cash flow hedges and included in initial cost or other carrying amount of non-financial asset (liability) or firm commitment for which fair value hedge accounting is applied ifrs-full_AmountRemovedFromReserveOfCashFlowHedgesAndIncludedInInitialCostOrOtherCarryingAmountOfNonfinancialAssetLiabilityOrFirmCommitmentForWhichFairValueHedgeAccountingIsApplied 15,000,000

Other comprehensive income ifrs-full_OtherComprehensiveIncome (3,557,000,000)

Other comprehensive income ifrs-full_OtherComprehensiveIncome 1,713,000,000

Other comprehensive income ifrs-full_OtherComprehensiveIncome kr 2,766,000,000

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Cover	12 Months Ended
Cover	Dec. 31, 2022 shares
Document Information [Line Items]
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	333-82318
Entity Registrant Name	NOVO NORDISK A/S
Entity Incorporation, State or Country Code	G7
Entity Address, Address Line One	Novo Alle 1
Entity Address, Postal Zip Code	DK-2880
Entity Address, City or Town	Bagsværd
Entity Address, Country	DK
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Accounting Standard	International Financial Reporting Standards
Entity Shell Company	false
Amendment Flag	false
Entity Central Index Key	0000353278
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
B share capital
Document Information [Line Items]
Title of 12(b) Security	B shares, nominal value DKK 0.20 each
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding	1,742,564,000,000,000
No Trading Symbol Flag	true
American Depositary Receipts
Document Information [Line Items]
Title of 12(b) Security	American Depositary Receipts, each representing one B Share
Trading Symbol	NVO
Security Exchange Name	NYSE
A share capital
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	537,436,000,000,000
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	Novo Alle 1
Entity Address, Postal Zip Code	DK-2880
Entity Address, City or Town	Bagsværd
Entity Address, Country	DK
Contact Personnel Name	Karsten Munk Knudsen
Country Region	45
Local Phone Number	4444 8888
Contact Personnel Email Address	kmkn@novonordisk.com

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022	Dec. 31, 2021
Auditor [Line Items]
Auditor Firm ID	1294	1081
Auditor Name	PricewaterhouseCoopers
Auditor Location	Copenhagen, Denmark	Hellerup, Denmark

Income statement and statement of comprehensive income - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Profit or loss [abstract]
Net sales	kr 176,954	kr 140,800	kr 126,946
Cost of goods sold	(28,448)	(23,658)	(20,932)
Gross profit	148,506	117,142	106,014
Sales and distribution costs	(46,217)	(37,008)	(32,928)
Research and development costs	(24,047)	(17,772)	(15,462)
Administrative costs	(4,467)	(4,050)	(3,958)
Other operating income and expenses	1,034	332	460
Operating profit	74,809	58,644	54,126
Financial income	239	2,887	1,628
Financial expenses	(5,986)	(2,451)	(2,624)
Profit before income taxes	69,062	59,080	53,130
Income taxes	(13,537)	(11,323)	(10,992)
Net profit	kr 55,525	kr 47,757	kr 42,138
Earnings per share
Basic earnings per share (DKK per share)	kr 24.51	kr 20.79	kr 18.05
Diluted earnings per share (DKK per share)	kr 24.44	kr 20.74	kr 18.01

Cash flow statement - DKK (kr) kr in Millions	12 Months Ended
Cash flow statement - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of cash flows [abstract]
Net profit	kr 55,525	kr 47,757	kr 42,138
Adjustment of non-cash items:
Income taxes in the income statement	13,537	11,323	10,992
Depreciation, amortisation and impairment losses	7,362	6,025	5,753
Other non-cash items	22,310	13,009	7,849
Change in working capital	(5,336)	(8,656)	(4,353)
Interest received	276	241	100
Interest paid	(272)	(261)	(422)
Income taxes paid	(14,515)	(14,438)	(10,106)
Net cash generated from operating activities	78,887	55,000	51,951
Purchase of intangible assets	(2,607)	(1,050)	(16,256)
Proceeds from sale of property, plant and equipment	0	0	7
Purchase of property, plant and equipment	(12,146)	(6,335)	(5,825)
Cash used for acquisition of businesses	(7,075)	(18,283)	0
Proceeds from other financial assets	0	0	12
Purchase of other financial assets	(169)	(4)	0
Purchase of marketable securities	(9,566)	(7,109)	0
Sale of marketable securities	6,645	1,172	0
Investment in associated companies	0	0	(392)
Dividend received from associated companies	0	4	18
Net cash used in investing activities	(24,918)	(31,605)	(22,436)
Purchase of treasury shares	(24,086)	(19,447)	(16,855)
Dividends paid	(25,303)	(21,517)	(20,121)
Proceeds from borrowings	11,215	22,160	5,682
Repayment of borrowings	(13,623)	(6,689)	(950)
Net cash used in financing activities	(51,797)	(25,493)	(32,244)
Net cash generated from activities	2,172	(2,098)	(2,729)
Cash and cash equivalents at the beginning of the year	10,719	12,226	15,411
Exchange gains/(losses) on cash and cash equivalents	(238)	591	(456)
Cash and cash equivalents at the end of the year	kr 12,653	kr 10,719	kr 12,226

Balance sheet - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Assets
Intangible assets	kr 51,416	kr 43,171
Property, plant and equipment	66,671	55,362
Investments in associated companies	327	525
Deferred income tax assets	13,427	8,672
Other receivables and prepayments	206	267
Other financial assets	1,016	916
Total non-current assets	133,063	108,913
Inventories	24,388	19,621
Trade receivables	50,560	40,643
Tax receivables	940	1,119
Other receivables and prepayments	6,005	5,037
Marketable securities	10,921	6,765
Derivative financial instruments	2,727	1,690
Cash at bank	12,653	10,720
Total current assets	108,194	85,595
Total assets	241,257	194,508
Equity and liabilities
Share capital	456	462
Treasury shares	(6)	(6)
Retained earnings	80,587	72,004
Other reserves	2,449	(1,714)
Total equity	83,486	70,746
Borrowings	24,318	12,961
Deferred income tax liabilities	7,061	5,271
Retirement benefit obligations	762	1,280
Other liabilities	100	360
Provisions	4,590	4,374
Total non-current liabilities	36,831	24,246
Borrowings	1,466	13,684
Trade payables	15,587	8,870
Tax payables	7,091	3,658
Other liabilities	23,606	19,600
Derivative financial instruments	2,903	2,184
Provisions	70,287	51,520
Total current liabilities	120,940	99,516
Total liabilities	157,771	123,762
Total equity and liabilities	kr 241,257	kr 194,508

Equity statement - DKK (kr) kr in Millions	Total	Share capital	Treasury shares	Retained earnings	Other reserves
Beginning of the year at Dec. 31, 2019	kr 57,593	kr 480	kr (10)	kr 57,817	kr (694)
Net profit	42,138			42,138
Other comprehensive income	(610)			(67)	(543)
Total comprehensive income	41,528			42,071	(543)
Transfer of cash flow hedge reserve to intangible assets (note 4.2)	326				326
Transactions with owners:
Dividends (note 4.1)	(20,121)			(20,121)
Share-based payments (note 5.1)	823			823
Tax related to restricted stock units	31			31
Purchase of treasury shares (note 4.2)	(16,855)		(8)	(16,847)
Reduction of the B share capital (note 4.2)	0	(10)	10
Equity at end of period at Dec. 31, 2020	63,325	470	(8)	63,774	(911)
Net profit	47,757			47,757
Other comprehensive income	(670)			146	(816)
Total comprehensive income	47,087			47,903	(816)
Transfer of cash flow hedge reserve to intangible assets (note 4.2)	13				13
Transactions with owners:
Dividends (note 4.1)	(21,517)			(21,517)
Share-based payments (note 5.1)	1,040			1,040
Tax related to restricted stock units	245			245
Purchase of treasury shares (note 4.2)	(19,447)		(6)	(19,441)
Reduction of the B share capital (note 4.2)	0	(8)	8
Equity at end of period at Dec. 31, 2021	70,746	462	(6)	72,004	(1,714)
Net profit	55,525			55,525
Other comprehensive income	4,778			615	4,163
Total comprehensive income	60,303			56,140	4,163
Transactions with owners:
Dividends (note 4.1)	(25,303)			(25,303)
Share-based payments (note 5.1)	1,539			1,539
Tax related to restricted stock units	287			287
Purchase of treasury shares (note 4.2)	(24,086)		(6)	(24,080)
Reduction of the B share capital (note 4.2)	0	(6)	6
Equity at end of period at Dec. 31, 2022	kr 83,486	kr 456	kr (6)	kr 80,587	kr 2,449

Results for the year - Segment information - Narrative (Details) kr in Millions	12 Months Ended
	Dec. 31, 2022 DKK (kr) segment wholesaler commercial_unit	Dec. 31, 2021 DKK (kr)	Dec. 31, 2020
Disclosure of geographical areas [line items]
Number of major wholesalers distributing products \| wholesaler	3
Net sales expected to be recognised in next 12 months	kr 1,835	kr 1,012
Net sales expected to be recognised thereafter	kr 798	962
Number of business segments \| segment	2
Number of main commercial units \| commercial_unit	2
Property, plant and equipment and intangible assets	kr 118,087	kr 98,533
Outside of Denmark
Disclosure of geographical areas [line items]
Total sales (as a percent) (more than for USA)	99.80%
USA and China
Disclosure of geographical areas [line items]
Total sales (as a percent) (more than for USA)	10.00%	10.00%	10.00%
Wholesaler 1
Disclosure of geographical areas [line items]
Total sales (as a percent) (more than for USA)	19.00%	18.00%	19.00%
Wholesaler 2
Disclosure of geographical areas [line items]
Total sales (as a percent) (more than for USA)	14.00%	13.00%	13.00%
Wholesaler 3
Disclosure of geographical areas [line items]
Total sales (as a percent) (more than for USA)	13.00%	13.00%	12.00%

Results for the year - Employee costs - Employee costs (Details) kr in Millions	12 Months Ended
	Dec. 31, 2022 DKK (kr) employee	Dec. 31, 2021 DKK (kr) employee	Dec. 31, 2020 DKK (kr) employee
Disclosure of attribution of expenses by nature to their function [line items]
Wages and salaries	kr 34,575	kr 28,939	kr 26,778
Share-based payment costs (note 5.1)	1,539	1,040	823
Pensions – defined contribution plans	2,472	2,022	1,961
Pensions – defined benefit plans	185	139	138
Other social security contributions	2,713	2,203	1,862
Other employee costs	3,105	2,189	2,044
Total employee costs for the year	44,589	36,532	33,606
Employee costs capitalised as intangible assets and property, plant and equipment	(1,451)	(1,240)	(1,279)
Change in employee costs capitalised as inventories	(70)	(56)	(60)
Total employee costs in the income statement	kr 43,068	kr 35,236	kr 32,267
Number of employees
Average number of full-time employees \| employee	51,046	46,171	43,759
Year-end number of full-time employees \| employee	54,393	47,792	44,723
Year-end employees (total) \| employee	55,185	48,478	45,323
Cost of goods sold
Disclosure of attribution of expenses by nature to their function [line items]
Total employee costs in the income statement	kr 11,766	kr 9,611	kr 8,896
Sales and distribution costs
Disclosure of attribution of expenses by nature to their function [line items]
Total employee costs in the income statement	17,700	15,003	14,146
Research and development costs
Disclosure of attribution of expenses by nature to their function [line items]
Total employee costs in the income statement	9,952	7,328	6,269
Administrative costs
Disclosure of attribution of expenses by nature to their function [line items]
Total employee costs in the income statement	3,517	3,098	2,848
Other Operating Income And Expenses
Disclosure of attribution of expenses by nature to their function [line items]
Total employee costs in the income statement	kr 133	kr 196	kr 108

Results for the year - Income taxes and deferred income taxes - Narrative (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Analysis of income and expense [abstract]
Potential withholding tax amounts related to distribution of earnings	kr 567	kr 444
Unrecognised tax loss carry-forwards	kr 456	kr 166

Results for the year - Income taxes and deferred income taxes - Development in deferred income tax assets and liabilities (Details) - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	kr 3,401	kr 3,363
Income/(charge) to the income statement	4,631	1,945
Income/(charge) to other comprehensive income	(879)	1,005
Income/(charge) to equity	234	192
Additions from acquisitions (5.3)	(1,233)
Additions from acquisitions (5.3)		(3,480)
Effect of exchange rate adjustment	212	376
Net deferred tax asset/(liability) at 31 December	6,366	3,401
Deferred income tax assets	13,427	8,672
Deferred tax liability at 31 December	(7,061)	(5,271)
Before Offset with countries \| Property, plant and equipment
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	(1,980)	(1,614)
Income/(charge) to the income statement	(413)	(330)
Income/(charge) to other comprehensive income	0	0
Income/(charge) to equity	0	0
Additions from acquisitions (5.3)	0
Additions from acquisitions (5.3)		0
Effect of exchange rate adjustment	(9)	(36)
Net deferred tax asset/(liability) at 31 December	(2,402)	(1,980)
Deferred income tax assets	579	719
Deferred tax liability at 31 December	(2,981)	(2,699)
Before Offset with countries \| Intangible assets
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	(7,375)	(3,600)
Income/(charge) to the income statement	674	632
Income/(charge) to other comprehensive income	0	2
Income/(charge) to equity	0	(2)
Additions from acquisitions (5.3)	(1,475)
Additions from acquisitions (5.3)		(4,456)
Effect of exchange rate adjustment	(103)	49
Net deferred tax asset/(liability) at 31 December	(8,279)	(7,375)
Deferred income tax assets	195	109
Deferred tax liability at 31 December	(8,474)	(7,484)
Before Offset with countries \| Inventories
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	3,195	2,556
Income/(charge) to the income statement	(465)	387
Income/(charge) to other comprehensive income	(130)	251
Income/(charge) to equity	0	0
Additions from acquisitions (5.3)	0
Additions from acquisitions (5.3)		0
Effect of exchange rate adjustment	(5)	1
Net deferred tax asset/(liability) at 31 December	2,595	3,195
Deferred income tax assets	2,627	3,210
Deferred tax liability at 31 December	(32)	(15)
Before Offset with countries \| Liabilities
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	6,932	4,617
Income/(charge) to the income statement	3,999	2,037
Income/(charge) to other comprehensive income	(141)	(41)
Income/(charge) to equity	0	0
Additions from acquisitions (5.3)	0
Additions from acquisitions (5.3)		0
Effect of exchange rate adjustment	217	319
Net deferred tax asset/(liability) at 31 December	11,007	6,932
Deferred income tax assets	11,027	7,223
Deferred tax liability at 31 December	(20)	(291)
Before Offset with countries \| Other
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	2,629	1,404
Income/(charge) to the income statement	836	(781)
Income/(charge) to other comprehensive income	(608)	793
Income/(charge) to equity	234	194
Additions from acquisitions (5.3)	242
Additions from acquisitions (5.3)		976
Effect of exchange rate adjustment	112	43
Net deferred tax asset/(liability) at 31 December	3,445	2,629
Deferred income tax assets	4,169	3,541
Deferred tax liability at 31 December	(724)	(912)
Offset within countries
Reconciliation of changes in deferred tax liability (asset) [abstract]
Net deferred tax asset/(liability) at 1 January	0	0
Additions from acquisitions (5.3)
Net deferred tax asset/(liability) at 31 December	0	0
Deferred income tax assets	5,170	6,130
Deferred tax liability at 31 December	kr (5,170)	kr (6,130)

Operating assets and liabilities - Intangible assets and property, plant and equipment - Intangible assets and property, plant and equipment - Narrative (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	kr 66,671	kr 55,362
Denmark
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	54,492	46,705
USA
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment	kr 44,744	kr 41,035

Operating assets and liabilities - Leases - Leased property, plant and equipment (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	kr 4,131	kr 3,839
Land and buildings
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	3,544	3,340
Other property, plant and equipment [member]
Disclosure of quantitative information about right-of-use assets [line items]
Right-of-use assets	kr 587	kr 499

Operating assets and liabilities - Leases - Narrative (Details) - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Subclassifications of assets, liabilities and equities [abstract]
Leases, amount recognised in income statement	kr 1,491	kr 1,303
Cash outflow for leases	1,438	1,275
Lease liability, amount excluded	kr 3,723	kr 2,209

Operating assets and liabilities - Intangible assets and property, plant and equipment - Property, plant and equipment - Narrative (Details)	12 Months Ended
	Dec. 31, 2022
Buildings \| Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	12 years
Buildings \| Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	50 years
Plant and machinery \| Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	5 years
Plant and machinery \| Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	25 years
Other equipment \| Bottom of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	3 years
Other equipment \| Top of range
Disclosure of detailed information about property, plant and equipment [line items]
Useful life	10 years

Operating assets and liabilities - Inventories - Inventories (Details) - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Inventory, Current [Line Items]
Total current inventories	kr 24,388	kr 19,621
Indirect production costs included in work in progress and finished goods	kr 10,640	kr 8,929
Share of total inventories (net)	44.00%	46.00%
Movements In Inventory Write-Downs [Roll Forward]
Inventories at the beginning of the year	kr 19,621
Write-downs during the year	1,110	kr 883
Utilisation of write-downs	(1,482)	(661)
Reversal of write-downs	(169)	(119)
Inventories at the end of the year	24,388	19,621
Gross amount
Inventory, Current [Line Items]
Raw materials	6,392	4,310
Work in progress	13,673	12,285
Finished goods	6,038	5,282
Total current inventories	26,103	21,877
Movements In Inventory Write-Downs [Roll Forward]
Inventories at the beginning of the year	21,877
Inventories at the end of the year	26,103	21,877
Inventory write-downs
Inventory, Current [Line Items]
Total current inventories	1,715	2,256
Movements In Inventory Write-Downs [Roll Forward]
Inventories at the beginning of the year	2,256	2,153
Inventories at the end of the year	kr 1,715	kr 2,256

Operating assets and liabilities - Trade receivables - Trade receivables (Details) - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	kr 79,015	kr 62,600
Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	50,560	40,643
Reconciliation of changes in allowance account for credit losses of financial assets [abstract]
Allowance account for credit losses of financial assets at beginning of period	1,430	1,380
Reversal of allowance on realised losses	(15)	(62)
Net movement recognised in income statement	212	102
Effect of exchange rate adjustment	(107)	10
Allowance account for credit losses of financial assets at end of period	1,520	1,430
Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	52,080	42,073
Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(1,520)	(1,430)
Not yet due \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	49,729	39,430
Not yet due \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	50,649	40,274
Not yet due \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(920)	(844)
1-90 days \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	616	1,039
1-90 days \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	729	1,132
1-90 days \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(113)	(93)
91 to 180 days \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	117	138
91 to 180 days \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	194	212
91 to 180 days \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(77)	(74)
181 to 270 days \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	98	36
181 to 270 days \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	149	87
181 to 270 days \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(51)	(51)
271 to 360 days \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	0	0
271 to 360 days \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	57	63
271 to 360 days \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(57)	(63)
More than 360 days past due \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	0	0
More than 360 days past due \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	302	305
More than 360 days past due \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(302)	(305)
EMEA \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	8,627	6,975
EMEA \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	9,486	7,827
EMEA \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(859)	(852)
China \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	1,138	2,564
China \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	1,138	2,564
China \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	0	0
Rest of World \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	4,665	3,669
Rest of World \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	5,297	4,227
Rest of World \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	(632)	(558)
North America Operations \| Trade receivables
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	36,130	27,435
North America Operations \| Trade receivables \| Gross carrying amount
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	36,159	27,455
North America Operations \| Trade receivables \| Accumulated impairment
Disclosure of financial assets that are either past due or impaired [line items]
Financial assets	kr (29)	kr (20)

Operating assets and liabilities - Provisions and contingent liabilities - Narrative (Details)	Dec. 31, 2022 lawsuit
Disclosure of contingent liabilities [line items]
Number of lawsuits	14
Number of putative class action lawsuits	3

Capital structure and financial items - Distributions to shareholders - Narrative (Details) - DKK (kr) kr / shares in Units, kr in Millions	1 Months Ended		12 Months Ended
	Aug. 31, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]
Net cash distribution to shareholders in the form of dividends and share repurchases			kr 49,389	kr 40,964	kr 36,976
Free cash flow			57,362
Total dividend for year			kr 27,950	kr 23,711
Dividends paid (DKK per share)	kr 4.25	kr 6.90	kr 12.40	kr 10.40
Dividends proposed			kr 18,337
Dividends pending approval (DKK per share)			kr 8.15
Total dividend	kr 9,613	kr 15,690	kr 25,303	kr 21,517	kr 20,121

Capital structure and financial items - Share capital, Treasury shares and Other reserves - Narrative (Details) kr / shares in Units, kr in Millions	Dec. 31, 2022 DKK (kr) vote kr / shares	Dec. 31, 2021 DKK (kr)	Dec. 31, 2020 DKK (kr)	Dec. 31, 2019 DKK (kr)
Disclosure of classes of share capital [line items]
Equity	kr 83,486	kr 70,746	kr 63,325	kr 57,593
Distributable reserves	63,136	51,114
Share repurchase programme of Novo Nordisk B shares
Disclosure of classes of share capital [line items]
Share repurchase programme, authorized amount	24,000	1,600
Share repurchase programme, outstanding at year-end	1,500
Share capital
Disclosure of classes of share capital [line items]
Equity	kr 456	462	470	kr 480
A share capital \| Share capital
Disclosure of classes of share capital [line items]
Value of shares (DKK per share) \| kr / shares	kr 200,000
Number of votes \| vote	200
Equity	kr 107	107	107
B share capital \| Share capital
Disclosure of classes of share capital [line items]
Value of shares (DKK per share) \| kr / shares	kr 0.2
Number of votes \| vote	20
Equity	kr 349	kr 355	kr 363
Treasury shares
Disclosure of classes of share capital [line items]
Value of shares (DKK per share) \| kr / shares	kr 0.2

Capital structure and financial items - Financial risks - Narrative (Details) kr in Millions	12 Months Ended
	Dec. 31, 2022 DKK (kr)	Dec. 31, 2021 DKK (kr)	Dec. 31, 2020 DKK (kr)
Disclosure of detailed information about hedges [line items]
Marketable securities	kr 10,921	kr 6,765	kr 0
Top of range
Disclosure of detailed information about hedges [line items]
Period to cover expected future cash flow	24 months
USD, JPY, CAD and GBP \| Top of range
Disclosure of detailed information about hedges [line items]
Period to cover expected future cash flow	12 months
USD, JPY, CAD and GBP \| Bottom of range
Disclosure of detailed information about hedges [line items]
Period to cover expected future cash flow	9 months
USD
Disclosure of detailed information about hedges [line items]
Period to cover expected future cash flow	12 months	12 months
USD \| Forward contracts \| Cash flow hedges
Disclosure of detailed information about hedges [line items]
Average price of hedging instrument	696	628
Foreign exchange risk
Disclosure of detailed information about hedges [line items]
Percent increase/decrease that would impact results (in percentage)	5.00%
Financial counterparties \| Credit risk
Disclosure of detailed information about hedges [line items]
Maximum exposure to credit risk	kr 26,301	kr 19,175
Trade receivables, Other receivables less prepayments and VAT and Other financial assets \| Credit risk
Disclosure of detailed information about hedges [line items]
Maximum exposure to credit risk	kr 52,714	kr 43,425

Capital structure and financial items - Financial risks - Key currencies (Details) - Foreign exchange risk	12 Months Ended
	Dec. 31, 2022 kr / $ kr / $ kr / ¥ kr / £ kr / ¥	Dec. 31, 2021 kr / $ kr / $ kr / £ kr / ¥ kr / ¥	Dec. 31, 2020 kr / $ kr / $ kr / ¥ kr / ¥ kr / £
USD
Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]
Average foreign exchange rate \| kr / $	708	629	654
Closing foreign exchange rate \| kr / $	697	657	606
CNY
Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]
Average foreign exchange rate \| kr / ¥	105	97	95
Closing foreign exchange rate \| kr / ¥	101	103	93
JPY
Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]
Average foreign exchange rate \| kr / ¥	5.40	5.73	6.13
Closing foreign exchange rate \| kr / ¥	5.29	5.70	5.88
CAD
Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]
Average foreign exchange rate \| kr / $	543	502	488
Closing foreign exchange rate \| kr / $	515	517	474
GBP
Disclosure of information about terms and conditions of hedging instruments and how they affect future cash flows [line items]
Average foreign exchange rate \| kr / £	873	865	839
Closing foreign exchange rate \| kr / £	838	885	824

Capital structure and financial items - Financial risks - Foreign exchange sensitivity analysis (Details) - Foreign exchange risk - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disclosure of nature and extent of risks arising from financial instruments [line items]
Percent decrease that would impact results (in percentage)	5.00%
USD
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impact on operating profit	kr (3,180)	kr (2,350)
CNY
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impact on operating profit	(500)	(360)
JPY
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impact on operating profit	(240)	(230)
CAD
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impact on operating profit	(320)	(200)
GBP
Disclosure of nature and extent of risks arising from financial instruments [line items]
Impact on operating profit	(160)	(120)
Effect if immediate 5% increase in foreign exchange rates of all other currencies
Disclosure of nature and extent of risks arising from financial instruments [line items]
Income statement	(37)	(113)
Other comprehensive income	3,431	2,677
Total	3,394	2,564
Effect if immediate 5% increase in foreign exchange rates of USD
Disclosure of nature and extent of risks arising from financial instruments [line items]
Income statement	150	87
Other comprehensive income	2,923	2,218
Total	kr 3,073	kr 2,305

Capital structure and financial items - Financial risks - Credit exposure for cash at bank, marketable securities and derivative financial instruments (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Disclosure of external credit grades [line items]
Credit exposure	kr 26,301	kr 19,175
AAA range
Disclosure of external credit grades [line items]
Credit exposure	10,803	7,242
AA range
Disclosure of external credit grades [line items]
Credit exposure	6,470	4,311
A range
Disclosure of external credit grades [line items]
Credit exposure	8,438	6,742
BBB range
Disclosure of external credit grades [line items]
Credit exposure	124	23
Not rated or below BBB range
Disclosure of external credit grades [line items]
Credit exposure	466	857
Cash at bank
Disclosure of external credit grades [line items]
Credit exposure	12,653	10,720
Cash at bank \| AAA range
Disclosure of external credit grades [line items]
Credit exposure	6	477
Cash at bank \| AA range
Disclosure of external credit grades [line items]
Credit exposure	5,507	3,726
Cash at bank \| A range
Disclosure of external credit grades [line items]
Credit exposure	6,550	5,637
Cash at bank \| BBB range
Disclosure of external credit grades [line items]
Credit exposure	124	23
Cash at bank \| Not rated or below BBB range
Disclosure of external credit grades [line items]
Credit exposure	466	857
Marketable securities
Disclosure of external credit grades [line items]
Credit exposure	10,921	6,765
Marketable securities \| AAA range
Disclosure of external credit grades [line items]
Credit exposure	10,797	6,765
Marketable securities \| AA range
Disclosure of external credit grades [line items]
Credit exposure	0	0
Marketable securities \| A range
Disclosure of external credit grades [line items]
Credit exposure	124	0
Marketable securities \| BBB range
Disclosure of external credit grades [line items]
Credit exposure	0	0
Marketable securities \| Not rated or below BBB range
Disclosure of external credit grades [line items]
Credit exposure	0	0
Derivative financial instruments
Disclosure of external credit grades [line items]
Credit exposure	2,727	1,690
Derivative financial instruments \| AAA range
Disclosure of external credit grades [line items]
Credit exposure	0	0
Derivative financial instruments \| AA range
Disclosure of external credit grades [line items]
Credit exposure	963	585
Derivative financial instruments \| A range
Disclosure of external credit grades [line items]
Credit exposure	1,764	1,105
Derivative financial instruments \| BBB range
Disclosure of external credit grades [line items]
Credit exposure	0	0
Derivative financial instruments \| Not rated or below BBB range
Disclosure of external credit grades [line items]
Credit exposure	kr 0	kr 0

Capital structure and financial items - Financial risks - Derecognised receivables (Details) - Non-current - Receivables - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
US
Disclosure of continuing involvement in derecognised financial assets [line items]
Derecognised receivables without recourse	kr 1,394	kr 1,313	kr 1,817
JAPAN
Disclosure of continuing involvement in derecognised financial assets [line items]
Derecognised receivables without recourse	kr 2,273	kr 2,453	kr 2,351

Capital structure and financial items - Financial risks - Cash and cash equivalents and financial reserves (Details) kr in Millions	Dec. 31, 2022 DKK (kr)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 DKK (kr)	Dec. 31, 2021 EUR (€)	Dec. 31, 2020 DKK (kr)	Dec. 31, 2020 EUR (€)	Dec. 31, 2019 DKK (kr)
Disclosure of maturity analysis for financial assets held for managing liquidity risk [line items]
Cash and cash equivalents	kr 12,653		kr 10,719		kr 12,226		kr 15,411
Marketable securities	10,921		6,765		0
Undrawn committed credit facility	11,527		11,526		11,531
Undrawn bridge facility	0		0		5,577
Borrowings	(480)		(12,861)		(576)
Financial reserves	kr 34,621		kr 16,149		28,758
Bridge facility					kr 5,577	€ 750,000,000
Drawn bridge facility \| €						1,500,000,000
EUR Undrawn committed credit facility
Disclosure of maturity analysis for financial assets held for managing liquidity risk [line items]
Maximum borrowing capacity \| €		€ 1,550,000,000		€ 1,550,000,000		€ 1,550,000,000

Capital structure and financial items - Borrowings - Contractual undiscounted cash flows (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Gross lease liabilities	kr 4,993	kr 4,629
Lease liabilities	4,529	4,129
Leases, non-current liabilities	3,543	3,307
Leases, current liabilities	986	822
Bonds issued, undiscounted cash flows	20,775	9,654
Bonds issued	20,775	9,654
Non-current portion of non-current bonds issued	20,775	9,654
Current bonds issued and current portion of non-current bonds issued	0	0
Gross loan commitments	0	12,503
Loans received	0	12,503
Non-current portion of non-current loans received	0	0
Current loans received and current portion of non-current loans received	0	12,503
Total, Contractual discounted cashflows included in the balance sheet at the end of the year	25,784	26,645	kr 10,356
Non-current portion of non-current borrowings	24,318	12,961
Current borrowings	1,466	13,684
Total, undiscounted cash flow	26,248	27,145
Within 1 year
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Gross lease liabilities	1,088	946
Bonds issued, undiscounted cash flows	0	0
Gross loan commitments	0	12,503
Total, undiscounted cash flow	1,568	13,808
1-3 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Gross lease liabilities	1,566	1,475
Bonds issued, undiscounted cash flows	8,556	4,854
Gross loan commitments	0	0
Total, undiscounted cash flow	10,122	6,329
3-5 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Gross lease liabilities	923	942
Bonds issued, undiscounted cash flows	3,707	0
Gross loan commitments	0	0
Total, undiscounted cash flow	4,630	942
More than 5 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Gross lease liabilities	1,416	1,266
Bonds issued, undiscounted cash flows	8,512	4,800
Gross loan commitments	0	0
Total, undiscounted cash flow	9,928	6,066
Bank overdrafts
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Borrowings, undiscounted cash flows	480	359
Total, Contractual discounted cashflows included in the balance sheet at the end of the year	480	359
Non-current portion of non-current borrowings	0	0
Current borrowings	480	359
Bank overdrafts \| Within 1 year
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Borrowings, undiscounted cash flows	480	359
Bank overdrafts \| 1-3 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Borrowings, undiscounted cash flows	0	0
Bank overdrafts \| 3-5 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Borrowings, undiscounted cash flows	0	0
Bank overdrafts \| More than 5 years
Disclosure of maturity analysis for non-derivative financial liabilities [line items]
Borrowings, undiscounted cash flows	kr 0	kr 0

Capital structure and financial items - Borrowings - Issuance of Eurobonds (Details) € in Millions, kr in Millions	Dec. 31, 2022 DKK (kr)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 DKK (kr)
Disclosure of detailed information about financial instruments [line items]
Notional amount	kr 112,512		kr 89,653
Eurobond 0.000% Fixed, Maturing June 2024
Disclosure of detailed information about financial instruments [line items]
Notional amount	4,834	€ 650
Eurobond 0.750% Fixed, Maturing March 2025
Disclosure of detailed information about financial instruments [line items]
Notional amount	3,718	500
Eurobond 1.125% Fixed, Maturing September 2027
Disclosure of detailed information about financial instruments [line items]
Notional amount	3,718	500
Eurobond 0.125% Fixed, Maturing June 2028
Disclosure of detailed information about financial instruments [line items]
Notional amount	4,834	650
Eurobond 1.375% Fixed, Maturing March 2030
Disclosure of detailed information about financial instruments [line items]
Notional amount	kr 3,718	€ 500

Capital structure and financial items - Borrowings - Reconciliation of liabilities arising from financing activities (Details) - DKK (kr) kr in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Proceeds	kr 11,215	kr 22,160
Additions	1,358	1,183
Disposals	(1)	0
Exchange rates	188	163
Other	3	(1)
Borrowings, beginning of the year	26,645	10,356
Borrowings, cash flows	(13,624)	(7,216)
Borrowings, end of the year	25,784	26,645
Bank loan classified as financing activities	480	358
Bank loan classified as cash and cash equivalents	0	1
Lease liabilities
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Liabilities arising from financing activities at beginning of period	4,129	3,672
Cash flows	(998)	(874)
Proceeds	0	0
Additions	1,358	1,183
Disposals	(1)	0
Exchange rates	43	146
Other	(2)	2
Liabilities arising from financing activities at end of period	4,529	4,129
Issued bonds
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Liabilities arising from financing activities at beginning of period	9,654	0
Cash flows	0	0
Proceeds	11,120	9,657
Additions	0	0
Disposals	0	0
Exchange rates	(2)	0
Other	3	(3)
Liabilities arising from financing activities at end of period	20,775	9,654
Loans
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Liabilities arising from financing activities at beginning of period	12,503	5,577
Cash flows	(12,623)	(5,577)
Proceeds	0	12,503
Additions	0	0
Disposals	0	0
Exchange rates	120	0
Other	0	0
Liabilities arising from financing activities at end of period	0	12,503
Bank overdrafts
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Liabilities arising from financing activities at beginning of period	358	576
Cash flows	(2)	(238)
Proceeds	95	0
Additions	0	0
Disposals	0	0
Exchange rates	27	17
Other	2	3
Liabilities arising from financing activities at end of period	480	358
Liabilities arising from financing activities
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Liabilities arising from financing activities at beginning of period	26,644	9,825
Cash flows	(13,623)	(6,689)
Proceeds	11,215	22,160
Additions	1,358	1,183
Disposals	(1)	0
Exchange rates	188	163
Other	3	2
Liabilities arising from financing activities at end of period	25,784	26,644
Bank overdrafts
Disclosure of reconciliation of liabilities arising from financing activities [line items]
Cash flows	(1)
Proceeds	0	0
Additions	0	0
Disposals	0	0
Exchange rates	0	0
Other	0	(3)
Borrowings, beginning of the year	1	531
Bank overdrafts, cash flows		(527)
Borrowings, end of the year	kr 0	kr 1

Capital structure and financial items - Borrowings - Narrative (Details) kr in Millions, € in Billions	12 Months Ended
	Dec. 31, 2022 DKK (kr)	Dec. 31, 2021 DKK (kr)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 EUR (€)	Dec. 31, 2020 DKK (kr)
Disclosure of detailed information about borrowings [line items]
Issued bonds, principal amount	kr 25,784	kr 26,645			kr 10,356
Marketable securities transferred at carrying amount		5,937
Liabilities associated to financial assets available-for-sale		5,937
Financial liabilities, at fair value	kr 2,903	kr 2,184
Euro Medium Term Note
Disclosure of detailed information about borrowings [line items]
Number of tranches, issued bonds	3	2
Issued bonds, principal amount	kr 11,100	kr 9,700	€ 1.5	€ 1.3
Financial liabilities, at fair value \| €			€ 18.7	€ 9.6

Capital structure and financial items - Cash and cash equivalents and free cash flow - Narrative (Details) - DKK (kr) kr in Millions	Dec. 31, 2022	Dec. 31, 2021
Share Capital, Reserves And Other Equity Interest And Financial Instruments [Abstract]
Restricted cash and cash equivalents	kr 458	kr 1,123