SEC Company Response from NOVARTIS AG (NVS, NVSEF) (CIK 0001114448) (NVS) — Jul 26, 2012
NOVARTIS AG (NVS, NVSEF) (CIK 0001114448)
Date: July 26, 2012 · CIK: 0001114448 · Accession: 0001104659-12-051281
AI Filing Summary & Sentiment
File numbers found in text: 001-15024
Letter
Novartis AG Form 20-F for Fiscal Year Ended December 31, 2011 Filed January 25, 2012 File No. 001-15024
Dear Mr. Rosenberg:
This is in reply to your letter addressed to Jonathan Symonds, our Chief Financial Officer, dated July 20, 2012, which was in response to our June 22, 2012 letter. For ease of reference, we set forth your comments below, followed by our responses.
Notes to the consolidated financial statements
15. Trade receivables, page F-48
SEC request:
1. Please refer to your response to comment two. You indicate that “these amounts appear likely to be significant as of today.” In your May 10th response, you indicated that the “requested information is not material to investors at December 31, 2011.” Please tell us the facts, events and circumstances that have occurred since December 31, 2011 resulting in this change and why you believe the amounts are likely significant. In addition, please tell us the amount of trade receivables for Greece, Italy, Spain and Portugal and the amounts that are past due for each of these countries separately as of June 30, 2012 and whether you would consider the amounts significant.
Novartis response:
As was made clear in our May 10th letter, we do not consider our outstanding trade receivables for the four countries in question to be material. In response to your further request, and in order to assist investors, in our June 22 letter we stated that we would evaluate our outstanding receivables for each of the four countries in question at year-end to determine whether they were significant, and, if they were, we would disclose the requested information
with respect to any such countries. We stated, as you note, that as of the date of our June 22 letter, it appeared likely that our overdue receivables for Spain and Italy would be significant at year-end. Since the date of that letter, due to payments received from Spain and Italy, our overdue receivables from these countries have been substantially reduced, from a total amount overdue for more than one year of $214 million as of December 31, 2011 to $138 million as of June 30, 2012 — as compared against our annual net sales of $58.6 billion for 2011.
As a result, as supported by the table below, at this point, it now appears that only the outstanding receivables from Italy may reasonably be considered likely to be significant as of year-end.
in USD m
Greece
Italy
Portugal
Spain
Total
Gross trade receivables at 12/31/11
1,551
Gross trade receivables at 6/30/12
1,385
Past due for more than one year at 12/31/11
Past due for more than one year at 6/30/12
Clearly, absent a specific regulatory requirement, we are not required to disclose financial information that is not material to the Novartis Group. However, in order to assist investors, and as an accommodation to SEC, we would be willing to disclose the requested information with respect to any of these countries if, as of year-end, the amounts past due for more than one year from that country are considered significant.
* * *
The Company acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We trust that this letter responds to the issues raised in your comment letter. If you have additional questions, please do not hesitate to contact us.
Respectfully submitted,
Novartis AG
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CORRESP 1 filename1.htm Novartis AG Postfach 4002 Basel Switzerland July 26, 2012 Mr. Jim B. Rosenberg Senior Assistant Chief Accountant US Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Novartis AG Form 20-F for Fiscal Year Ended December 31, 2011 Filed January 25, 2012 File No. 001-15024 Dear Mr. Rosenberg: This is in reply to your letter addressed to Jonathan Symonds, our Chief Financial Officer, dated July 20, 2012, which was in response to our June 22, 2012 letter. For ease of reference, we set forth your comments below, followed by our responses. Notes to the consolidated financial statements 15. Trade receivables, page F-48 SEC request: 1. Please refer to your response to comment two. You indicate that “these amounts appear likely to be significant as of today.” In your May 10th response, you indicated that the “requested information is not material to investors at December 31, 2011.” Please tell us the facts, events and circumstances that have occurred since December 31, 2011 resulting in this change and why you believe the amounts are likely significant. In addition, please tell us the amount of trade receivables for Greece, Italy, Spain and Portugal and the amounts that are past due for each of these countries separately as of June 30, 2012 and whether you would consider the amounts significant. Novartis response: As was made clear in our May 10th letter, we do not consider our outstanding trade receivables for the four countries in question to be material. In response to your further request, and in order to assist investors, in our June 22 letter we stated that we would evaluate our outstanding receivables for each of the four countries in question at year-end to determine whether they were significant, and, if they were, we would disclose the requested information with respect to any such countries. We stated, as you note, that as of the date of our June 22 letter, it appeared likely that our overdue receivables for Spain and Italy would be significant at year-end. Since the date of that letter, due to payments received from Spain and Italy, our overdue receivables from these countries have been substantially reduced, from a total amount overdue for more than one year of $214 million as of December 31, 2011 to $138 million as of June 30, 2012 — as compared against our annual net sales of $58.6 billion for 2011. As a result, as supported by the table below, at this point, it now appears that only the outstanding receivables from Italy may reasonably be considered likely to be significant as of year-end. in USD m Greece Italy Portugal Spain Total Gross trade receivables at 12/31/11 207 761 88 495 1,551 Gross trade receivables at 6/30/12 207 718 116 344 1,385 Past due for more than one year at 12/31/11 16 91 9 98 214 Past due for more than one year at 6/30/12 29 85 18 6 138 Clearly, absent a specific regulatory requirement, we are not required to disclose financial information that is not material to the Novartis Group. However, in order to assist investors, and as an accommodation to SEC, we would be willing to disclose the requested information with respect to any of these countries if, as of year-end, the amounts past due for more than one year from that country are considered significant. * * * The Company acknowledges that: · the Company is responsible for the adequacy and accuracy of the disclosure in the filing; · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and · the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. 2 We trust that this letter responds to the issues raised in your comment letter. If you have additional questions, please do not hesitate to contact us. Respectfully submitted, Novartis AG /s/ JONATHAN SYMONDS /s/ FELIX R. EHRAT Jonathan Symonds Felix R. Ehrat Chief Financial Officer General Counsel Novartis Group Novartis Group 3