UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20- F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR 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 Allé DK- 2880 Bagsværd Denmark (Address of principal executive offices) Jesper Brandgaard Executive Vice President and Chief Financial Officer Tel: +45 4444 8888 E- mail: [email protected] Novo Allé, 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: Name of each exchange on which registered: B shares, nominal value DKK 0.20 each New York Stock Exchange* American Depositary Receipts, New York Stock Exchange each representing one B share * 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: 2,012,564,000 Indicate by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No 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 No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b- 2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non- accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling: U.S. GAAP International Financial Reporting Standards as issued Other by the International Accounting Standards Board 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 Item 18 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 No Table of CONTENTS Table of CONTENTS INTRODUCTION 2 Part I ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3 KEY INFORMATION 3 ITEM 4 INFORMATION ON THE COMPANY 5 ITEM 4A Unresolved staff comments 13 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 13 ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES 18 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 20 ITEM 8 FINANCIAL INFORMATION 23 ITEM 9 THE OFFER AND LISTING 23 ITEM 10 ADDITIONAL INFORMATION 25 ITEM 11 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKS 31 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 31 ITEM 12A DEBT SECURITIES 31 ITEM 12B WARRANTS AND RIGHTS 31 ITEM 12C OTHER SECURITIES 31 ITEM 12D American DEpositary shares 31 Part II ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 33 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 33 PROCEEDS ITEM 15 CONTROLS AND PROCEDURES 33 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERTS 34 ITEM 16B CODE OF ETHICS 34 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES 34 ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 35 ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 36 ITEM 16F change in registrant’s certifying accountant 37 ITEM 16G Corporate governance 37 ITEM 16H MINE SAFETY DISCLOSURE 39 Part III ITEM 17 FINANCIAL STATEMENTs 40 ITEM 18 FINANCIAL STATEMENTs 40 ITEM 19 EXHIBITS 44 SIGNATURES 47 1 Novo Nordisk Form 20- F 2016 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. Throughout this Form 20- F the Company incorporates information on the various items by reference to its statutory Annual Report 2016 and Annual Report 2015, i.e. including the financial statements of Novo Nordisk A/S (hereafter “Annual Report 2016” and “Annual Report 2015”, respectively). Therefore the information in this Form 20- F should be read in conjunction with our Annual Report 2016 and Annual Report 2015, which were furnished to the SEC on Form 6- K on February 9, 2017 and on February 10, 2016, 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 • statements regarding the assumptions underlying or relating to such statements. With reference to our Annual Report 2016 and Annual Report 2015, examples of forward- looking statements can be found under the headings, ‘2016 performance and 2017 outlook’ in our Annual Report 2016 and ‘2015 performance and 2016 outlook’ in our Annual Report 2015, 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 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, including 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, product recall, 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, 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, failure to recruit and retain the right employees, and failure to maintain a culture of compliance. 2 Novo Nordisk Form 20- F 2016 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS For an overview of some, but not all, of the risks that could adversely affect our results or the accuracy of forward- looking statements in this document, reference is made to the overview of risk factors in our Annual Report 2016 ‘Risk management’ on pages 40- 43. Unless required by law, Novo Nordisk is under 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 substantially all of its directors and officers, as well as certain experts named herein, are non- residents of the United States.