Investors/Analysts Conference London/New York, February 2012 Ian Bishop

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1 Investors/Analysts Conference London/New York, February 2012 Ian Bishop

2 This presentation contains certain forward-looking statements. These forward-looking statements may be identified by words such as believes, expects, anticipates, projects, intends, should, seeks, estimates, future or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this presentation, among others: 1 pricing and product initiatives of competitors; 2 legislative and regulatory developments and economic conditions; 3 delay or inability in obtaining regulatory approvals or bringing products to market; 4 fluctuations in currency exchange rates and general financial market conditions; 5 uncertainties in the discovery, development or marketing of new products or new uses of existing products, including without limitation negative results of clinical trials or research projects, unexpected side-effects of pipeline or marketed products; 6 increased government pricing pressures; 7 interruptions in production 8 loss of or inability to obtain adequate protection for intellectual property rights; 9 litigation; 10 loss of key executives or other employees; and 11 adverse publicity and news coverage. Any statements regarding earnings per share growth is not a profit forecast and should not be interpreted to mean that Roche s earnings or earnings per share for this year or any subsequent period will necessarily match or exceed the historical published earnings or earnings per share of Roche. 2

3 Changes in 2011 Finance Report Net Working Capital Appendix 1: Core EPS supplementary information Appendix 2: Hedging and collateral arrangements 3

4 IFRS Financial Statements No significant changes in 2011 Financial Statements No major changes in IFRS effective for 2011 New standards on consolidation and joint ventures, and further revisions to IAS 19 (pensions) were issued, which will be applied in Implementation of IFRS 9 Financial Instruments deferred from 2013 to New standards expected on Revenue Recognition and Leasing for Notes to the Financial Statements Previous Note 3 on Genentech dropped. Chugai Note 3 Disclosure of costs of East Japan Earthquake. Impact on operating results to be discussed in Financial Review. Global restructuring plans Note 7 Detailed disclosure on Operational Excellence. 4

5 Financial Review 2011 Summary of changes Change of format Detailed information on Product/Business Area sales to be moved to Financial Report. Reorganised text in Financial Review to mirror the business and to be more to-the-point. Ensured balance between Reported and Core results. Expanded product sales information in Financial Report To support expanded text, the regional information in Press Release & ROFIS is included. Top 20 is replaced by full overview of product sales, with products over 200m CHF given. Pharma products with sales over 1bn CHF are given in detail, together with selected growth products and also Tamiflu. Emerging markets: E7 sales are included for both Pharma and Dia. Balance sheet review Divisional balance sheet commentary given, including working capital and capex. Balance sheet forex movements quantified and explained. 5

6 Changes in 2011 Finance Report Net Working Capital Appendix 1: Core EPS supplementary information Appendix 2: Hedging and collateral arrangements 6

7 Net Working Capital Movements Currency Translation 1 January 31 December Main factors When consolidating in CHF, all NWC not denominated in CHF can move due to currency translation. Year-on-year this was not such a large effect in 2011 (unlike 2010). JPY was stronger against CHF, while Brazilian Real and Turkish Lira were weaker. During the year the CHF was on average stronger than either opening or closing rates for some currencies (notably USD). 7

8 Net Working Capital Movements Cash Transactions 1 January Sales Cash from customers 31 December Main factors When looking at the Operating Free Cash Flow, only cash transactions are relevant. Build-ups can come from growth markets and inventories for launch products. Build-up in trade receivables can also come from customers delaying payment. Inventory levels have to be maintained to ensure supply at all stages of the supply chain. Active cash collection, inventory management and factoring will reduce build-up. 8

9 Net Working Capital Movements Non-Cash Transactions 1 January Sales Cash from customers Provisions 31 December Main factors When looking at the Balance sheet, also relevant are non-cash transactions such as: Acquisitions, which typically will increase all balances. Provisions, notably obsolete/slow-moving inventories and doubtful receivables/bad debts, which increase or decrease the balance sheet NWC with no cash effect. Transfers, such as replacing public debt trade receivables with government bonds. 9

10 Net Working Capital Pharma Division Operating Free Cash Flow Main factors Trade receivables increase in 2011 due to growth in China, plus build-up in public sector in Southern Europe (notably Spain, Portugal). Inventories increase in 2011, due to build-up in key growth markets (Asia-Pacific, especially China, and also Latin America). Payables level in 2011, large decrease in 2010 due to settlement of YE 2009 balances. 10

11 Net Working Capital Pharma Division Balance sheet Main factors All cash flow relevant items on previous slide apply here. Additional factors are: Trade receivables reduced by 344m CHF due to Greek bonds (which are financial assets not part of NWC almost all were sold by year-end). Inventories and trade receivables balances reduced due to increased provisions. 11

12 Net Working Capital Diagnostics Division Operating Free Cash Flow Main factors Trade receivables increase in 2011 due to build-up in public sector in Southern Europe, with longer settlement times and reduced factoring activity. Inventories increase in 2011, due to launch build-up and growth in Professional Diagnostics and Tissue Diagnostics, plus higher Hitachi-sourced inventories. Payables higher (therefore NWC lower) due to harmonisation of supplier payment terms. 12

13 Net Working Capital Diagnostics Division Balance Sheet Main factors All cash flow relevant items on previous slide apply here. Additional factors are: Trade receivables reduced by 64m CHF due to Greek bonds. (which are financial assets not part of NWC almost all were sold by year-end). All net working capital balances higher due to acquisitions. Trade receivables balances reduced due to increased provisions. 13

14 Changes in 2011 Finance Report Net Working Capital Appendix 1: Core EPS supplementary information Appendix 2: Hedging and collateral arrangements 14

15 Core Results reporting Overview Core EPS Core EPS was pioneered by Roche in the Healthcare sector in Consistently applied since then, with clear linkage to the audited IFRS financial statements. We expanded the disclosures for 2010 in light of current international and industry practice and taking into account the latest regulatory guidance. Presentational changes made in 2010 Income statement in audited financials simplified, removing Exceptional Items. Internal and external earnings metrics aligned. Operating Profit before Exceptional Items will be replaced by Core Operating Profit. No significant changes to the definition of Core EPS. Operational Excellence costs will be excluded from the Core Results. From 2010, Core Results will be given externally for full Divisional and Roche Group income statements, with a fully transparent reconciliation to the audited IFRS results. 15

16 Earnings per share Which one to use? Diluted EPS Best suited for reporting to shareholders on actual results. - Includes everything. Core EPS Best suited for reporting to shareholders on actual results. - Focuses on the underlying business. - Excludes historic irregular items (discontinuing businesses, litigation and environmental settlements) and items that reduce comparability to peers (intangible asset amortisation and impairment). 16

17 Equity Compensation Plans Income taxes: main principles Operating expense is fixed Operating expense is fixed at grant date and spread over vesting period, but Tax benefit is variable Tax benefit variable (depending on market price) and booked until exercise - Tax benefit can be zero (if option out-of-money) - Tax benefit can include catch-up from prior periods - Overall cap on tax benefit that can be included in the income statement per IFRS 2 (operating expense multiplied by tax rate) - Tax impacts last beyond vesting until exercise 17

18 Equity Compensation Plans Income taxes: theoretical example Share price Strike price Grant date Year 1 Year 2 Year 3 Year 4 Year 5 Operating expense Tax benefit Effective 0% 60% 30% n/a n/a tax rate Assumptions: 3 year cliff vesting plan, 40 % local tax rate, no exercises 18

19 Equity Compensation Plans Income taxes: current situation Major Roche Group equity compensation plans: tax effects HY 10 CHF m FY 10 CHF m HY 11 CHF m FY 11 CHF m Operating profit (158) (302) (168) (370) Reported tax benefit Effective tax rate 6% 2% 17% 32% Normalised tax benefit Normalised tax rate 32% 30% 35% 30% 19

20 Intangible assets amortisation for Estimates based on status at 31 December 2011 CHFm Amortisation Income taxes (170) (156) (147) Non-controlling interests Assumptions Does not include impairments from 1 January 2012 onwards. Does not include acquisitions or additions from 1 January 2012 onwards. Does not include transfers to in use from 1 January 2012 onwards. Tax rate assumed at 35%. Foreign exchange rates assumed 2011 closing: USD 0.94, EUR 1.22, JPY

21 Changes in 2011 Finance Report Net Working Capital Appendix 1: Core EPS supplementary information Appendix 2: Hedging and collateral arrangements 21

22 Overview Financing and Hedging All foreign exchange exposures hedged with derivatives Bond Investors Banks Bonds USD + non-us currencies FX hedges Collateral Mgmt Hedge Accounting RHI * IC - FX hedges Finance Company DNA Genentech RIU IC loans USD IC loan USD * Roche Holdings, Inc. (US holding company) 22

23 Hedging and collateral arrangements What are these, and why is Roche doing this? Debt issued to finance Genentech transaction Roche issued 40 billion USD of debt in early 2009 from its US holding company. Debt was issued in USD to the US markets, but also in EUR, GBP and CHF to access European markets. Hedging Proceeds of non-usd debt were swapped to give the debt economic characteristics of USD debt in the Roche financials. Repayment rate has been fixed to the forex rates prevailing at issue in Similarly interest costs have been economically hedged to US interest rates. How is this done? Shorter-term debt is hedged using Forward Contracts of 1-6 months, which are periodically settled and rolled over. Longer-term debt is hedged using Cross-Currency Swaps, which are only settled on maturity of the debt. Collateral payments are exchanged between Roche and the banks to mitigate counter-party risk on the Cross-Currency Swaps. 23

24 Hedging and collateral arrangements Mechanics Forward Contracts Accounting treatment of derivative No recognition at inception. During course of contract fair value of derivative fluctuates due to forex rates. This movement is recorded to financial income Gain/loss on foreign currency derivatives. On maturity of contract, cash settlement is made, a true-up is recorded to financial income, and a new contract is set-up. Accounting treatment of hedged debt Carrying value of debt (which is EUR/GBP/CHF denominated in a USD reporting company) fluctuates due to forex rates. This movement is recorded to financial income Foreign exchange gains/losses Hedge Accounting Although economic hedging is achieved, there is no hedge accounting. 24

25 Hedging and collateral arrangements Forward Contracts CHF billion FY 2010 H H FY 2011 Forward contracts - Foreign exchange gains (loss) in income (0.2) 0.1 statement - Cash inflow (outflow) (0.3) 0.3 (0.1) Carrying value of asset (liability) in balance sheet of current contracts Underlying debt - Foreign exchange gain (loss) in income statement (0.1) (0.3) 0.2 (0.1) 25

26 Hedging and collateral arrangements Mechanics Cross-Currency Swaps Accounting treatment of derivative No recognition at inception. During course of contract fair value of derivative fluctuates due to forex rates, and also interest rates (due to longer duration compared to forward contracts). This movement is recorded to equity in the hedging reserve. Accounting treatment of hedged debt Carrying value of debt (which is EUR/GBP/CHF denominated in a USD reporting company) fluctuates due to forex rates. This movement is recorded to equity in the hedging reserve. Hedge Accounting No impact on income statement, due to hedge accounting. Residual amount remains in equity, due to interest-rate differentials. This will unwind on maturity. In addition to the forex entries, there is an interest element recorded to income. 26

27 Hedging and collateral arrangements Cross-Currency Swaps CHF billion FY 2010 H H FY 2011 Cross-currency swaps - Foreign exchange gain (loss) recorded in equity for the period - Carrying value of derivative asset (liability) in closing balance sheet for swaps (1.2) 0.9 (1.1) (0.2) Underlying debt - Foreign exchange gain (loss) recorded in equity for the period 1.1 (1.0)

28 Hedging and collateral arrangements Mechanics Collateral arrangements Why is this done? The Cross-Currency Swaps involve counter-party credit risk for both parties. The carrying value can be quite high. Book value. The collateral arrangements cover both parties for the risk. Cash. Process Once a week a cash transfer is made between Roche and its counterparties. This is recorded as a balance sheet movement. There is no impact on income. As the underlying debt is repaid, the volume of the collateral will reduce, until it becomes zero when all debt is repaid. Future volatility Currently the collateral balance moves by 150m USD if the EUR/GBP/CHF all move by 1% against the USD. As the debt is repaid this will reduce to less than 100m USD by mid

29 Hedging and collateral arrangements Collateral arrangements CHF billion FY 2010 H H FY 2011 Opening balance Cash inflow (outflow) (1.4) 0.8 (0.7) 0.1 Closing balance Reported as - current assets accrued liabilities (0.1) Total (0.1)

30 We Innovate Healthcare 30

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