SUMMARY

        This summary highlights selected information from this Form 20-F and provides an overview of our company, our separation from Novartis AG ("Novartis") and the distribution by Novartis of our shares to its shareholders. For a more complete understanding of our business and the spin-off (as defined below), you should read this entire Form 20-F carefully, particularly the discussion under "Item 3. Key Information—3.D. Risk Factors" beginning on page 37 of this Form 20-F and our combined financial statements and the notes to those financial statements appearing elsewhere in this Form 20-F.

        Prior to the distribution by Novartis of our shares to its shareholders, Novartis will complete a series of internal transactions, following which Alcon will hold, directly or through our subsidiaries, the businesses formerly constituting the Novartis eye care devices business, comprising its surgical and vision care operations, which we collectively refer to as the "Alcon Business". We refer to this series of internal transactions, which is described in more detail under "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us", as the "Internal Transactions".

        The transaction in which we will be separated from Novartis is sometimes referred to in this Form 20-F as the "separation". The transaction in which Novartis will distribute to its shareholders all of the Alcon shares held by Novartis is referred to in this Form 20-F as the "spin-off" or the "distribution".

Overview

        Alcon is the largest eye care devices company in the world, with $6.8 billion in sales during the year ended December 31, 2017. We research, develop, manufacture, distribute and sell a full suite of eye care products within two key businesses: surgical and vision care. Based on sales for the year ended December 31, 2017, we are the number one company by global market share in the ophthalmic surgical market and the number two company by global market share in the vision care market. We employ over 20,000 employees from more than 90 nationalities, operating in over 74 countries and serving consumers and patients in over 140 countries. We believe our market leading position and global footprint allow us to benefit from economies of scale, maximize the potential of our commercialized products and pipeline and will permit us to effectively grow the market and expand into new product categories.

        Our surgical business is focused on ophthalmic products for cataract surgery, vitreoretinal surgery, refractive laser surgery and glaucoma surgery. Our broad surgical portfolio includes implantables, consumables and surgical equipment required for these procedures and supports the end-to-end needs of the ophthalmic surgeon. Our vision care business comprises daily disposable, reusable and color-enhancing contact lenses and a comprehensive portfolio of ocular health products, including products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. Alongside our world-class products, Alcon provides best-in-class service, training, education and technical support for our customers.

        Our surgical and vision care businesses are complementary and benefit from synergies in research and development (R&D), manufacturing, distribution and consumer awareness and education. This allows us to position ourselves as a trusted partner for eye care products across the continuum of care from retail consumer, to optometry, to surgical ophthalmology. For example, in R&D, we can apply our expertise in material and surface chemistry to develop innovative next-generation products for both our intraocular lens (IOL) and contact lens product lines. Similarly, our global commercial footprint and expertise as a global organization provide us with product development, manufacturing, distribution and commercial promotion and marketing knowledge that can be applied to both of our businesses.

        We are dedicated to providing innovative products that enhance quality of life by helping people see better. Our strong foundation is based on our longstanding success as a trusted brand, our legacy of industry firsts and advancements, our leading positions in the markets in which we compete and our continued commitment to substantial investment in innovation. With over 70 years of history in the ophthalmic industry, we believe the Alcon brand name is synonymous with innovation, quality, service and leadership among eye care professionals worldwide.

Our Markets

Overview

        We currently operate in the global ophthalmic surgical and vision care markets, which are large, dynamic and growing. As the world population grows and ages, the need for quality eye care is expanding and evolving, and we estimate that the size of the eye care market in which we operate was approximately $23 billion for the year ended December 31, 2017 and is projected to grow at approximately 4% per year over the next five years.

        Although it is estimated that 80% of all visual impairments are currently preventable, treatable or curable, we operate in markets that have substantial unmet medical and consumer needs. For example, based on market research, it is estimated that there are currently 20 million people globally that are blind from treatable cataracts, 1.7 billion who suffer from presbyopia, 153 million with uncorrected refractive errors, 93 million with diabetic retinopathy, 67 million living with glaucoma and approximately 352 million affected by dry eye, among other unaddressed ocular health conditions. In addition, there are over 1 billion people living with some form of visual impairment, as well as 70% of the global population needing basic vision correction. Below is a brief description of these ocular disorders, as well as a diagram showing where in the eye the disorders occur and the placement of certain medical devices to treat ocular disorders:

        Our surgical and vision care products are targeted at addressing many of these unmet medical and consumer needs. We expect the surgical and vision care markets to continue to grow, driven by multiple factors and trends, including but not limited to:

•

Aging population with growing eye care needs :  A growing aging population continues to drive the increased prevalence of eye care conditions worldwide, as the number of persons aged 60 years or over is expected to more than double by 2050, rising from 962 million globally in 2017 to 2.1 billion in 2050.



•

Innovation improving the quality of eye care :  Technology innovation in eye care is driving an increased variety of products that more effectively treat eye conditions. Given the importance of vision correction and preservation, which can provide a high return on healthcare spend, the resulting better patient outcomes are leading to increased coverage and reimbursement opportunities from governmental and private third-party payers, expanding patient access to such eye care products.



•

Increasing wealth and growth from emerging economies :  It is estimated that between 2015 and 2030, the middle class population in emerging markets will grow by approximately 1.5 billion people, from 2.0 billion to 3.5 billion; this major demographic shift is generating a large, new customer base with increased access to eye care products and services along with the resources to pay for them.



•

Increasing prevalence of myopia, progressive myopia and digital eye strain :  It is estimated that by 2050, half of the world's population (nearly five billion people) will be myopic. Further, the modern work environment, along with leisure preferences, have increased the number of hours people spend in front of a screen, adversely impacting vision and increasing the risk of progressive myopia and digital eye strain.

The Surgical Market

        The surgical market in which we operate was estimated to be approximately $9 billion for the year ended December 31, 2017 and is projected to grow at approximately 4% per year over the next five years. The surgical market includes sales of implantables, consumables, and surgical equipment, including associated technical, clinical and service support and training. Surgical implantables are medical devices designed to remain in the eye, such as monofocal and advanced technology intraocular

lenses (AT-IOLs) placed in the eye during cataract surgery. Consumables include handheld instruments, surgical solutions, equipment cassettes, patient interfaces and other disposable items typically used during a single ophthalmic surgical procedure. Finally, surgical equipment includes multiuse surgical consoles, lasers and diagnostic instruments used across procedures to enable surgeons to visualize and conduct ophthalmic surgeries. The following diagram shows the surgical market in which we participate:

2017 surgical market breakdown by relative allocation of market sales.

        The major conditions of the eye for which surgical products and equipment are offered include cataracts, vitreoretinal disorders, refractive errors such as myopia, hyperopia and astigmatism, glaucoma and corneal disease. For cataracts, surgical removal of the clouded lens followed by insertion of a transparent artificial replacement lens, called an intraocular lens, is the standard treatment. Vitreoretinal surgery, which allows a surgeon to operate directly on the retina or on membranes or tissues that have covered the retina, is indicated for the treatment of various conditions such as diabetic retinopathy, trauma, tumors, complications of surgery on the front of the eye and pediatric disorders. Finally, for treatment of myopia, hyperopia and astigmatism, laser refractive surgery targeting the cornea, such as LASIK, offers an alternative to eyeglasses or contact lenses.

        The surgical market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023. In particular, growth drivers in the surgical market include:

•

Global growth of cataract and vitreoretinal procedures, driven by an aging population;



•

Increased access to care, for example, in emerging markets and other international markets where the cataract surgery rate is 3.2 procedures per 1,000 people as compared to 12.7 in the U.S.;



•

Higher uptake of premium patient-pay technologies, for example AT-IOL penetration is only 6% in international markets versus 14% in the U.S.;



•

Increased adoption of advanced technologies, for example, improved diagnostic instruments, surgical options for glaucoma management, and the growing use of phacoemulsification during cataract removal, which is utilized in less than 50% of cases in emerging markets versus over 95% in the U.S.; and



•

Eye disease as a comorbidity linked to the global prevalence of diabetes, which has nearly doubled from 4.7% in 1980 to 8.5% in 2014, combined with improving diagnostics capabilities and new product innovations, driving uptake of premium procedures.

The Vision Care Market

        The vision care market in which we operate was estimated to be approximately $14 billion for the year ended December 31, 2017 and is projected to grow at approximately 4% per year over the next five years. The vision care market is comprised of products designed for ocular care and consumer use. Products are largely categorized across two product lines: contact lenses and ocular health.

        Contact lenses are thin lenses placed directly on the surface of the eye that are commonly used to treat refractive errors such as myopia, hyperopia, astigmatism and presbyopia. The contact lens market was estimated to be approximately $8 billion for the year ended December 31, 2017, and the following diagram identifies the relative breakdown of contact lens sales in 2017 by modality and design:

2017 contact lens market breakdown by relative allocation of market sales.

        Maintaining ocular health is also an essential part of people's daily lives. Ocular health products can address conditions such as dry eye, ensure effective contact lens care, supplement overall eye health, or provide temporary relief from allergies and related symptoms, such as red eye. The ocular health market was estimated to be approximately $6 billion for the year ended December 31, 2017, and the following diagram identifies the relative allocation of sales of each product category within the ocular health market:

2017 ocular health market breakdown by relative allocation of market sales.

        The vision care market in which we participate is projected to grow at a compound annual growth rate of approximately 4% from 2018 through 2023, driven mainly by:

•

Continued modality shift to daily disposable lenses from reusable lenses and the resulting sales premium (an increase of 2 - 3x sales per patient) associated with daily disposable wearers as compared to users of reusable lenses;



•

Advancements in specialty lenses combined with increasing demand for toric, multifocal and cosmetic lenses, which command an approximately 15 - 30% pricing premium over spherical lenses, allowing patients to continue wearing contact lenses as they become older and helping to expand the market;



•

A significant population of approximately 194 million undiagnosed dry eye patients, with an additional 42 million self-diagnosed dry eye patients using unsuitable products for treatment, and advances in diagnostics and ocular health treatments, facilitating the increase in patient awareness of dry eye;

•

Growing access and consumption of vision care products in emerging markets such as Asia, which had only 3% contact lens penetration in 2017 as compared to 15% in the U.S.; and



•

Increasing consumer access through the expansion of distribution models, including internet sales and other direct-to-consumer channels.

Our Business

Overview

        With $6.8 billion in sales during the year ended December 31, 2017, we are the number one eye care devices company worldwide by revenues. Our broad range of products represents one of the most complete portfolios in the ophthalmic device industry, and comprises high-quality and technologically advanced products across all major product categories in the surgical and vision care markets. Our surgical and vision care products are used in treating multiple ocular health conditions and offer leading eye care solutions for patients throughout their lives.

        Our leadership position across most of our product categories enhances our ability to extend our product offering through the launch of new and innovative products, and to expand our geographic reach into ophthalmic markets worldwide. Our surgical business had approximately $3.7 billion in sales of implantables, consumables and equipment, as well as services and other surgical products, and our vision care business had approximately $3.1 billion in sales of our contact lens and ocular health products, during the year ended December 31, 2017. The United States accounted for 41% of our sales and international markets accounted for 59% of our sales during the year ended December 31, 2017.

        We believe the Alcon brand name is synonymous with innovation, quality, service and leadership among eye care professionals worldwide. In each of our markets, we rely on our strong relationships with eye care professionals and consumers to attract and retain customers and expand the market. We customize our selling efforts to the medical practice needs of each customer, with the goal of surrounding eye care professionals with Alcon representatives that can help address each aspect of a customer's needs. Our field force supplements the direct promotion of our products by providing customers with access to clinical education programs, hands on training, data from clinical studies and technical service assistance.

        We have 18 state-of-the-art manufacturing facilities that employ our proprietary technologies and know-how. We believe our global footprint, knowledge base in manufacturing, state-of-the-art facilities and capacity planning enable us to handle increased levels of product demand and product complexity. Furthermore, our global manufacturing and supply chain allows us to leverage economies of scale and reduce cost per unit as we ramp up production.

        We have also made one of the largest commitments to research and development of any surgical and vision care company, with over 1,200 associates worldwide researching and developing treatments for vision conditions and eye diseases, and have sought innovation from both internal and external sources. In 2017, we invested $584 million in research and development, representing 8.6% of our total 2017 revenues. In addition to our in-house R&D capabilities, we also consider external innovation opportunities and routinely screen for companies developing emerging technologies that we believe could enhance our existing product offerings or develop into innovative new products. As part of these efforts, our dedicated business development team has completed over 20 business development and licensing (BD&L) transactions since 2016. We intend to continue to pursue acquisition, licensing and collaboration opportunities as part of our goal of remaining a market leader in innovation.

Our Surgical Business

        We hold the number one position in the global surgical market, offering implantable products, consumables and equipment for use in surgical procedures to address cataracts, vitreoretinal conditions, refractive errors and glaucoma. Our surgical business has the most complete line of ophthalmic surgical devices in the industry, creating a "one-stop shop" for our customers that we consider to be a key differentiator for our business. For the year ended December 31, 2017, our surgical business had $3.7 billion in sales.

        Our surgical portfolio includes implantable devices, consumables and equipment, as well as services and other ancillary surgical products. We have the most extensive global installed base of surgical equipment in the industry, including the largest installed base of cataract phacoemulsification consoles

and vitrectomy consoles. Our global installed equipment base drives pull-through sales of consumables specific to our equipment and helps cross-promote the sales of our implantable devices. Our key surgical equipment offerings include the Centurion vision system for phacoemulsification and cataract removal, our Constellation vision system for vitreoretinal surgery and our WaveLight refractive lasers used in LASIK and other laser-based vision correction procedures, including topography-guided procedures marketed under the Contoura brand. The key brands in our implantables portfolio include our AcrySof family of IOLs, with offerings from monofocal IOLs for basic cataract surgery to AT-IOLs for the correction of presbyopia, such as our PanOptix brand, and astigmatism at the time of cataract surgery. We have recently launched our UltraSert and Clareon AutonoMe pre-loaded IOL delivery systems to reduce lens handling and simplify the surgical procedure. Alongside our implantable business, we sell a broad line of consumable products that support ophthalmic surgical procedures, such as viscoelastic products, surgical solutions, incisional instruments, such as our MIVS platform, and dedicated consumables, including fluidics cassettes and patient interfaces, which work with Alcon equipment. The Alcon consumables portfolio also includes our Custom Pak surgical procedure pack, which can be custom built for the surgeon and which includes drapes, incisional instruments and all of the materials needed to perform a surgery.

        Across our surgical portfolio, we sell a tiered offering of products intended to meet the specific needs of customers in markets around the world at different price points. Newly launched offerings that bring considerable technology innovation to the market are typically introduced at a price premium to offset the cost of research and development. As these products age and/or competitive products advance, prices typically trend downward, requiring continuous innovation cycles to maintain and/or grow our margins. We also develop specific products to match customer needs in different customer segments, for example, premium-tier and mid-tier surgical consoles that can be manufactured and sold at different price points in different markets.

Our Vision Care Business

        Our vision care business consists of an extensive portfolio of contact lens and ocular health products, aimed at helping consumers see better. Our product lines include daily disposable, reusable and color-enhancing contact lenses. We also offer a comprehensive portfolio of ocular health products, including over-the-counter products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers. With $3.1 billion in vision care sales for the year ended December 31, 2017, we are the number two company in the global vision care market. We aim to continue to innovate across our vision care portfolio to improve the lives of consumers and eye care professionals around the world.

Numbers may not sum due to rounding.

        We have a broad portfolio of daily disposable, reusable and color-enhancing contact lenses, including Dailies and Air Optix , two of our key brands. Our Dailies product line includes DAILIES AquaComfort PLUS and DAILIES TOTAL1 , the first and only water gradient contact lens in the market, which is also offered in a multifocal design to address the fast growing presbyopia market. DAILIES TOTAL1 is designed to be a super-premium lens positioned to compete at a premium price point in the contact lens market. Our Air Optix monthly replacement product line features silicone hydrogel contact lenses in monofocal, astigmatism-correcting, and multifocal options, as well as Air Optix Colors and Air Optix plus HydraGlyde contact lenses. Our key brands in our ocular health portfolio include the Systane family of artificial tear and related dry eye products, as well as the Opti-Free and Clear Care lines of multi-purpose and hydrogen peroxide disinfecting solutions, respectively.

        Sales of our contact lens and ocular health products are influenced by optometrist and other eye care professional recommendations, our marketing and consumer education efforts and consumer preferences. In addition to price, contact lenses compete on functionality, design and comfort, while ocular health products compete largely on product attributes, brand familiarity and professional recommendations. For our contact lens and ocular health products, we typically compete in the premium price segments of the market and we use improvements in functionality, design and consumer convenience to maintain our pricing position over time.

Our Strengths

        We have a strong foundation based on robust industry expertise, leading brands and excellence in customer service, backed by more than 70 years of history as a trusted brand. Our strengths include:

•

Global leader in highly attractive markets with most complete brand portfolio.   With $6.8 billion in sales in the year ended December 31, 2017, we are the leader in an attractive eye care devices market, which is supported by favorable population megatrends and is expected to grow at approximately 4% per year through 2023. For the year ended December 31, 2017, our sales were closely split between our businesses, with $3.7 billion in surgical and $3.1 billion in vision care, as well as geographically, with 41% of our sales in the United States and 59% in international markets. Our surgical business is the market leader in sales of ophthalmic equipment used in the operating room and is supported by the largest installed base of equipment worldwide, which we use to cross-promote our surgical consumables and IOLs. In our vision care business, our extensive portfolio of contact lens and ocular health products includes well-recognized brands such as Dailies , Systane and Opti-Free . We believe our global leadership position and extensive brand portfolio allow us to benefit and build on the robust fundamentals driving growth in our markets.



•

Innovation-focused with market leading development capabilities and investment.   We have made one of the largest commitments to research and development in the eye care devices market, with proven R&D capabilities in the areas of optical design, material and surface chemistry, automation and equipment platforms. Currently, we employ over 1,200 individuals dedicated to our research and development efforts, including physicians, doctors of optometry and PhDs. In addition, we actively seek opportunities to collaborate with third parties on advanced technologies to support our eye care devices business. We believe our reputation for innovation and our global commercial footprint makes us the partner of choice for developers of next-generation technologies, which has resulted in our completion of over 20 BD&L transactions since 2016. These efforts have collectively led to more than 60% growth in the number of projects within our portfolio of internal and external innovation over the past three years, with more than 100 pipeline projects in process as of December 31, 2017, including over 35 that have achieved positive proof of concept or are undergoing regulatory review.

•

Global scale and reach supported by high-quality manufacturing network.   We have an extensive global commercial footprint that provides us with the scale and reach to support future growth, maximize the potential of new launches, enter new geographies efficiently and to take advantage of the large, dynamic and growing surgical and vision care markets. Our commercial footprint, which includes operations in over 74 countries, reaches consumers and patients in over 140 countries and is supported by over 3,000 highly rated sales force employees, 18 state-of-the-art manufacturing facilities employing our proprietary technologies and know-how, and our extensive global regulatory capability. We manufacture approximately 90% of our products at our own facilities and have continued to invest in next-generation manufacturing for our products, allowing us to leverage our existing scale to manufacture novel technologies on a flexible platform at a lower cost. Our extensive sales and distribution network, supported by our market leadership position and focus on innovation and customer experience, enhances our ability to expand our geographic reach and extend our product offerings through the launch of new and innovative products worldwide.



•

Outstanding customer relationships and a trusted reputation for customer service, training and education. We believe that maintaining the highest levels of service excellence in our customer experience is a critical success factor in our industry. As such, in our surgical business, we have substantially increased our investment in external training, medical education and technical service. As a result of our efforts, we have achieved number one ratings in company-blinded customer satisfaction surveys of surgical customers that we commissioned in 13 different markets representing 80% of our surgical sales. In our vision care business, we regularly meet with eye care practitioners to gain feedback and insights on our products and consumers' needs. We also provide training support at our approximately 30 state-of-the-art interactive training centers around the world, as well as through numerous digital and event-based training programs that we provide for practitioners, clinical support staff, students, residents, patients and consumers. In each of our businesses, we have built and maintained our relationships with key stakeholders to establish our trusted reputation in the industry.



•

World leading expertise in eye care led by a first-class management team.   Our expertise in eye care is driven by our more than 70-year history in the industry and is supported by a high-quality workforce of more than 20,000 employees. We believe our institutional knowledge provides a competitive advantage because our employees' industry expertise, relationships with our customers and understanding of the development, manufacture and sale of our products helps us to better identify new customer needs, assess markets for entry and identify promising technologies. In addition, we believe the diverse experience of our management team in running complex businesses allows them to add significant value to our company. In particular, we benefit from having a management team with an extensive background in the medical device industry. Led by David J. Endicott, our Chief Executive Officer, our management team's deep knowledge of eye care has allowed us to build a more nimble medical device culture within Alcon and created excitement among our workforce for our mission.

Our Strategy

        Our going-forward strategy builds on five key pillars in order to generate sustainable and profitable growth:

•

Maximize the potential of our near-term portfolio by growing key products.   In surgical, we plan to build on our leading position in the IOL market through the launch of new AT-IOLs, where premium pricing drives a disproportionate 30% of IOL market value while representing only 8% of global IOL units sold. In addition, we expect improved diagnostics and new optical designs will address historical barriers to AT-IOL adoption to further grow this patient-pay market. We will also continue to invest behind our presbyopia-correcting PanOptix and ReSTOR IOL brands,

and will continue to invest in our vitreoretinal equipment and consumables, where we also see meaningful opportunities for near-term growth. In vision care, we intend to maintain and grow our leading position in most of our product categories through increased eye care professional and consumer education, supported by continuous production innovation. For example, we believe that the expanding presbyopia market represents a multibillion dollar opportunity. We intend to further grow our DAILIES TOTAL1 family of products by increasing awareness among presbyopic patients to accelerate growth of multifocal sales and by capitalizing on the general market shift to daily disposables. We also aim to expand the dry eye product market by leveraging our well-recognized Systane family of eye drops and increasing investment in dry eye education and awareness, where we see a significant unmet need and an opportunity for robust market growth.

•

Accelerate innovation and deliver the next wave of technologies.   We are committed to accelerating innovation by continuing to be one of the market leaders in investment in ophthalmic research and development. The R&D activities of our surgical business are focused on expanding our AT-IOL portfolio to further improve surgical and refractive outcomes, including through the use of advanced optics, light adjustable materials, accommodating lenses and modular platforms. We are also developing next-generation lasers, robotics and other equipment for cataract, vitreoretinal and laser-refractive surgery, as well as improved visualization equipment. In our vision care business, our focus is on developing and launching new contact lens materials, coatings and designs to extend our product lines and improve patient comfort, as well as on new products to expand our portfolio of presbyopia and ocular health products. Finally, we expect to continue to supplement our internal innovation investments by identifying and executing on attractive acquisition, licensing and collaboration opportunities with leading academic institutions and early-stage companies.



•

Capture opportunities to expand markets and pursue adjacencies.   We believe there is a significant opportunity for growth in markets around the world due to under-penetration of both premium surgical devices, such as AT-IOLs, and of our vision care portfolio. For example, AT-IOL penetration in international markets was approximately 6% in 2017, as compared to 14% in the U.S. Similarly, contact lens penetration in international markets was approximately 3% in 2017, as compared to 15% in the U.S., demonstrating significant potential for future growth. We intend to facilitate this growth by continued investment in promotion and customer education across all of our markets. In emerging markets in particular, we believe that the growing number of eye care professionals and dedicated eye hospitals, increased levels of affluence, improving technology access and better patient awareness will increase the adoption of our products. In addition, we believe we have significant opportunities to expand into adjacent product categories in which Alcon has not significantly participated in the past, through a combination of internal development efforts and potential bolt-on mergers and acquisitions activity. These opportunities include office-based diagnostics, surgical visualization, solutions for myopia control and consumer driven ocular health products, where we expect our eye care expertise and global commercial footprint will allow us to attract and retain new customers.



•

Support new business models to expand customer experience.   In surgical, we intend to continue to identify new business models that benefit healthcare providers and improve access to leading Alcon products and technologies. For example, we are pursuing value-based business models that reward improved patient outcomes, as well as models that contract the entire procedure versus individual products. In vision care, where e-commerce entries have created some disruption of traditional sales channels, we believe that digital technology can address pain points experienced in existing paths to purchase. We intend to continue investing and innovating in digital capabilities to develop new business models in response to channel shifts and the increase in direct-to-consumer influence.

•

Leverage infrastructure to improve operating efficiencies and margin profile over time.   With the significant organizational and infrastructure investments we have made over the last several years, we believe we have established a stable foundation that will allow us to continue to enhance the productivity of our commercial resources and meaningfully improve our core operating income margins over time. Further, we intend to improve the mix of our products, implement further supply chain efficiency initiatives and support new lower-cost manufacturing platforms to drive future operating profit and cash flows.

History of Company

        Alcon was originally founded in 1945 by pharmacists Robert Alexander and William Conner, who opened a small pharmacy under the "Alcon" name in Fort Worth, Texas. In 1947, Alcon Laboratories, Inc. was first incorporated and began manufacturing specialty pharmaceutical products to address ocular health needs. In the succeeding years, Alcon began operating internationally with the opening of an office in Canada and first formed its surgical division.

        In 1977, Alcon was acquired by a subsidiary of Nestlé organized under the laws of Switzerland, and operated as a wholly owned subsidiary of Nestlé until 2002. In 2001, the name of the entity was officially changed to Alcon, Inc. and, on March 20, 2002, Nestlé completed an initial public offering of approximately 25% of the outstanding common shares of Alcon, Inc. From March 20, 2002 until its merger into Novartis, Alcon was publicly listed and traded on the New York Stock Exchange under the symbol "ACL".

        On April 6, 2008, Nestlé and Novartis entered into an agreement pursuant to which Nestlé agreed to sell approximately 25% of its Alcon shares to Novartis, with an option for Novartis to acquire Nestlé's remaining shares in Alcon beginning in 2010. This sale was consummated on July 7, 2008. On January 3, 2010, Novartis announced it was exercising its option to purchase the remaining approximately 52% of the total outstanding Alcon shares owned by Nestlé and submitted a merger proposal to acquire the approximately 23% of Alcon shares that were publicly traded. Upon consummation of the purchase from Nestlé on August 25, 2010, Novartis owned an approximate 77% interest in Alcon. On December 14, 2010, Novartis entered into a definitive agreement to merge Alcon into Novartis in consideration for Novartis shares and a contingent value amount. On April 8, 2011, a Novartis Extraordinary General Meeting approved the merger with Alcon, creating the Alcon Division within Novartis (the "Alcon Division"), which at the time became the fifth reported segment in the strategically diversified Novartis healthcare portfolio. In connection with the Novartis acquisition of Alcon, Novartis also merged its then-existing contact lens and contact lens care unit, CIBA Vision, and certain of its ophthalmic pharmaceutical products into Alcon, making the Alcon Division the second-largest division of Novartis at the time of merger, and moved the generic ophthalmic pharmaceutical business conducted by Alcon prior to the merger into the Sandoz Division of Novartis. In 2016, Novartis moved the management and reporting of Alcon ophthalmic pharmaceutical and over-the-counter ocular health products to its Innovative Medicines Division. Subsequently, effective January 1, 2018, Novartis returned to Alcon the management and reporting of over-the-counter ophthalmic products and certain surgical diagnostic medications previously transferred from Alcon in 2016.

        On June 29, 2018, Novartis announced its intention to seek shareholder approval for the spin-off of its Alcon Business, following the complete legal and structural separation of Alcon into a standalone company.

Separation from Novartis

        Since our acquisition by Novartis in 2011, we have operated as a division within Novartis. Before or substantially concurrently with the separation and the spin-off, Novartis will transfer to us

substantially all of the assets and liabilities of its eye care devices business, consisting of our surgical and vision care businesses. In addition, before or substantially concurrently with the spin-off, we and Novartis intend to enter into, or have entered into, a series of agreements that will provide a framework for our ongoing relationship. For a description of these agreements, see "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us".

        In connection with the separation and the spin-off, Alcon will apply to list its shares on the SIX and the NYSE and will register its shares with the SEC under applicable U.S. federal securities laws and, subject to the receipt of necessary authorizations, the completion of legal formalities and the satisfaction of the conditions precedent, Novartis will distribute to its shareholders all of the Alcon shares it holds immediately prior to the spin-off, in proportion to their share ownership in Novartis based on a ratio of                        shares of Alcon for every                         shares of Novartis or                         Novartis ADRs.

Reasons for the Separation and Spin-off

        On June 29, 2018, Novartis announced that its strategic review of the Alcon Business had concluded that the separation of the Alcon Business from the remainder of its businesses would be in the best interests of Novartis and its shareholders and that the Novartis Board of Directors (the "Novartis Board") intends to seek shareholder approval for the spin-off at the Novartis Annual General Meeting of shareholders expected to be held in Basel, Switzerland on February 28, 2019 (the "Novartis AGM"). We and Novartis believe that the separation and the spin-off will provide a number of benefits to our business, to the business of Novartis and to Novartis shareholders. A wide variety of factors were considered by Novartis and the Novartis Board in their initial evaluation of the proposed separation and the spin-off, including the following potential benefits:

•

enhanced strategic and management focus;



•

creation of more nimble medical device company;



•

distinct investment identity;



•

more efficient allocation of capital;



•

direct access to capital markets; and



•

alignment of incentives with performance objectives.

        We describe these benefits and certain other factors considered by Novartis and the Novartis Board in greater detail under "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Reasons for the Spin-off". In addition, the completion of the spin-off remains subject to the satisfaction, or waiver by the Novartis Board, of a number of conditions, including the recommendation by the Novartis Board of the implementation of the spin-off to the Novartis shareholders for approval and the approval of the spin-off by Novartis shareholders. See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off" for additional detail.

Risks Associated with Our Business and the Separation

        Our business is subject to numerous risks, including:

•

uncertainties regarding the commercial success of our products and our ability to maintain our position in the markets in which we compete;



•

our ability to keep pace with the advances in the highly competitive eye care devices market, including the impact of competitive market entries, new therapies and new business models that may disrupt traditional sales channels;

•

the success of our research and development efforts;



•

uncertainties regarding the success of our separation and spin-off from Novartis, including our ability to establish the infrastructure needed to operate as a standalone company without significant management distraction or business disruption;



•

pricing pressure from changes in third-party coverage and reimbursement methodologies and potential regulatory price controls;



•

general political, economic and trade conditions, including uncertainties regarding the effects of ongoing instability in various parts of the world;



•

consolidation among our distributors and retailers;



•

uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes and government investigations generally;



•

potential product recalls or voluntary market withdrawals in connection with new information about our products, such as defects or unanticipated use of our products;



•

regulatory actions or delays or government regulation generally;



•

changes in tax laws;



•

the potential volatility in the price of our shares;



•

uncertainties regarding future sales or dispositions of our shares;



•

other developments affecting us, our industry or our competitors; and



•

the other factors described in the "Risk Factors" section of this Form 20-F.

        Neither Alcon nor Novartis can assure you that, following the separation and spin-off, any of the benefits described in this Form 20-F will be realized to the extent or at the time anticipated or at all. For additional information, please read carefully the risks described under "Item 3. Key Information—3.D. Risk Factors" beginning on page 37 of this Form 20-F.

Corporate Information

        Alcon is a stock corporation ( Aktiengesellschaft ) organized under the laws of Switzerland in accordance with article 620 et seq. of the Swiss Code of Obligations ("Swiss CO") and registered with the commercial register of the Canton of Fribourg, Switzerland (the "Swiss Register"), under registration number CHE-234.781.164. Alcon is registered in the Swiss Register under each of Alcon AG, Alcon SA and Alcon Inc., all of which are stated in our Articles of Incorporation as our corporate name. Alcon was formed by Novartis in connection with our separation from Novartis, for an unlimited duration, effective as of the date of the registration of Alcon in the Swiss Register on September 21, 2018.

        Alcon is domiciled in Fribourg, Switzerland and our registered office is currently located at Rue Louis-d'Affry 6, 1701 Fribourg, Switzerland. Our headquarters is currently located in Geneva, Switzerland at the following address: Chemin de Blandonnet 8, 1214 Vernier, Geneva, Switzerland. Our telephone number is                        . Our principal website is                        . The information contained on our website is not a part of this Form 20-F.

Implications of Being a Foreign Private Issuer

        Upon consummation of the spin-off, we will report under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a non-U.S. company with foreign private issuer, or FPI, status. As

long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;



•

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and



•

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Summary Historical and Pro Forma Combined Financial Information

        The following table sets forth summary financial information for the periods and dates indicated below and should be read together with our combined financial statements and related notes, our unaudited pro forma combined financial information and related notes, "Item 3. Key Information—3.B. Capitalization and Indebtedness" and "Item 5. Operating and Financial Review and Prospects" appearing elsewhere in this Form 20-F. We derived the summary historical income statement data for the years ended December 31, 2017, 2016 and 2015 and the summary historical balance sheet data as of December 31, 2017, 2016 and 2015 from our combined financial statements and related notes appearing elsewhere in this Form 20-F. The summary historical income statement data for the nine months ended September 30, 2018 and 2017 and the summary historical balance sheet as of September 30, 2018 are derived from unaudited condensed combined interim financial statements and related notes appearing elsewhere in this Form 20-F. The unaudited condensed combined interim financial statements have been prepared on a basis consistent with the basis on which the audited combined financial statements have been prepared. In the opinion of Alcon management, the unaudited condensed combined interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of such data. These interim results are not necessarily indicative of results to be expected for the full year.

        The summary unaudited pro forma combined financial information will be prepared to reflect adjustments to our historical financial results in connection with the separation and the spin-off. We will derive the summary unaudited pro forma combined income statement data for the nine months ended September 30, 2018 and the summary unaudited pro forma combined balance sheet data as of September 30, 2018 from our unaudited pro forma combined financial information that will appear elsewhere in this Form 20-F. The unaudited pro forma combined income statement data will give effect to the separation and the spin-off as if these transactions had occurred at the beginning of our most recently completed fiscal year. The unaudited pro forma combined balance sheet data will give effect to the separation and the spin-off as if these transactions had occurred as of our latest balance sheet date. The assumptions used, and pro forma adjustments derived from such assumptions, will be based on currently available information and we believe such assumptions are reasonable under the circumstances. See our unaudited pro forma combined financial information and related notes appearing elsewhere in this Form 20-F.

        The summary unaudited pro forma combined financial information will not necessarily be indicative of our results of operations or financial condition had the spin-off and our anticipated post-separation capital structure been completed and implemented on the dates assumed. In addition, the summary financial data is not intended to replace our combined financial statements and related notes. Our historical results could differ from those that would have resulted if we operated autonomously or as an entity independent of Novartis in the periods for which historical financial data

is presented below, and such results are not necessarily indicative of results that may be expected in the future.

        For additional details regarding the preparation of our combined financial statements and unaudited pro forma combined financial information, please see "Item 5. Operating and Financial Review and Prospects—5.A. Operating Results—Basis of Preparation", "Note 2. Basis of Preparation" to our combined financial statements and the notes to our unaudited pro forma combined financial information appearing elsewhere in this Form 20-F.

        We prepare our combined financial statements in accordance with IFRS, as issued by the IASB.

 

		At September 30,								At December 31,
		Pro Forma 2018
					2018					2017			2016			2015
($ millions)
Balance Sheet Data:
Cash and cash equivalents						139					172			162			285
Total assets						26,483					27,388			27,740			28,202
Total debt (1)						144					149			249			287
Invested capital						22,282					23,029			23,012			23,637

---

(1)

Total debt is calculated based on the sum of our total current financial debt and total non-current financial debt. For additional information, see our combined financial statements appearing elsewhere in this Form 20-F.

        The following table sets forth certain other income statement data, including net sales by segment and certain margin data.

		Nine Months Ended September 30,										Year Ended December 31,
		Pro Forma 2018
				2018			2017					2017			2016			2015
($ millions unless indicated otherwise)
Other Income Statement Data:
Net sales by segment
Surgical					2,972			2,734					3,733			3,606			3,737
Vision Care					2,388			2,291					3,052			2,983			3,014
Gross profit					2,313			2,384					3,204			3,111			3,247
Margin data
Gross profit margin (%)					43.2			47.4					47.2			47.2			48.1
Operating income margin (%)					(3.2	)		(0.4	)				(1.1	)		0.2			6.2

        The following table sets forth certain core financial data, which consists of financial measures that have not been prepared in accordance with IFRS, and should be read together with our combined financial statements and related notes and "Item 5. Operating and Financial Review and Prospects" appearing elsewhere in this Form 20-F. These non-IFRS financial measures should be viewed in addition to, and not as a substitute for, our reported results prepared in accordance with IFRS. For definitions and reconciliations of the non-IFRS financial measures presented below to the most comparable financial measures in accordance with IFRS, please refer to "Item 5. Operating and Financial Review and Prospects—5.A. Operating results—Non-IFRS Measures as Defined by the Company".

		Nine Months Ended September 30,											Year Ended December 31,
		Pro Forma 2018
					2018			2017					2017			2016			2015
($ millions unless indicated otherwise)
Core financial data:
Core gross profit						3,415			3,139					4,211			4,123			4,254
Core gross profit margin (%)						63.7			62.5					62.1			62.6			63.0
Core operating income						953			816					1,086			1,128			1,506
Core operating income margin (%)						17.8			16.2					16.0			17.1			22.3
Core net income						783			679					908			922			1,281
Basic core earnings per share ($)						N/A			N/A					N/A			N/A			N/A
Diluted core earnings per share ($)						N/A			N/A					N/A			N/A			N/A

The Spin-off

Overview

        On June 29, 2018, Novartis announced its intention to seek shareholder approval for the spin-off of its Alcon Business following the complete legal and structural separation of Alcon, which is currently a wholly owned subsidiary of Novartis that was formed to hold the Novartis eye care devices business. The separation of Alcon from Novartis and the distribution of the Alcon shares described in this Form 20-F are intended to provide Novartis shareholders with equity investments in two separate, independent public companies that will be able to focus on each of their respective businesses. Novartis and Alcon expect that the separation and spin-off will result in enhanced long-term performance of each business for the reasons discussed in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Reasons for the Spin-off".

        To enable the separation, prior to the spin-off, Novartis will complete a series of internal transactions described under "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us" or the "Internal Transactions". Novartis will subsequently distribute all of the Alcon shares held by Novartis immediately prior to the spin-off to Novartis shareholders in the spin-off and Alcon, holding the Alcon Business, will become an independent, publicly traded company.

        Prior to completion of the spin-off, Alcon intends to enter into a Separation and Distribution Agreement and several other agreements with Novartis related to the separation and the spin-off. These agreements will govern the relationship between Novartis and Alcon up to and after completion of the spin-off and allocate between Novartis and Alcon various assets, liabilities and obligations, including employee benefits, intellectual property and tax-related assets and liabilities. See "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions" for more detail.

        Completion of the spin-off is subject to the satisfaction, or waiver by the Novartis Board, of a number of conditions. See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off" for more detail.

Questions and Answers about the Spin-off

        The following provides only a summary of and certain questions relating to the terms of the spin-off. You should read the section entitled "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off" below in this Form 20-F for a more detailed description of the matters identified below.

Q:

Why am I receiving this document?

A:

Novartis has made this document available to you because you are a holder of Novartis shares or ADRs. If you hold or have acquired and do not sell or otherwise dispose of your Novartis shares or ADRs prior to the close of business on                    , 2019, you will be entitled to receive            Alcon shares for each of your              Novartis shares or             Novartis ADRs. An application will be made to list the Alcon shares on the SIX and the NYSE. This document will help you understand how the separation and distribution will affect your investment in Novartis and your investment in Alcon after the spin-off.

Q:

How will the spin-off of Alcon from Novartis work?

A:

To accomplish the spin-off, Novartis will distribute all of the Alcon shares held by Novartis to holders of Novartis shares and ADRs on a pro rata basis. You will not receive fractional Alcon shares and will instead receive cash upon the sale of the aggregated fractional shares in lieu of any fractional shares. For more information, see "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares". Following the spin-off, Alcon will be an independent, publicly traded company, and Novartis will not retain any ownership interest in Alcon. See also "Item 7. Major Shareholders and Related Party Transactions—7.A. Major Shareholders".

Q:

Why is the separation of Alcon structured as a spin-off?

A:

Novartis believes that a tax-neutral distribution for Swiss withholding and income tax and U.S. federal income tax purposes of all Alcon shares held by Novartis to the Novartis shareholders is an efficient way to separate its eye care devices business in a manner that will create long-term value for Novartis, Alcon and their respective shareholders.

Q:

When will Alcon shares begin to trade on a standalone basis?

A:

Alcon will become a standalone public company, independent of Novartis, on                    , 2019, and Alcon shares will commence trading on a standalone basis on the SIX and the NYSE at market open on                    , 2019 (9:00 AM Central European Time on the SIX and 9:30 AM Eastern Standard Time on the NYSE). Alcon shares will be able to be traded and transferred across applicable borders without the need for conversion, with identical shares to be traded on the SIX in CHF and on the NYSE in USD. See also "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Listing and Trading of our Shares".

Q:

What will be the ticker symbol of the Alcon shares that Novartis shareholders will receive in the spin-off?

A:

Alcon shares will trade on the SIX and the NYSE under the ticker symbol "ALC".

Q:

When will Novartis shares and ADRs cease to trade including the right to receive Alcon shares?

A:

The last day of trading of Novartis shares and ADRs including the right to receive Alcon shares on the SIX and the NYSE, respectively, will be                    , 2019. This means that any Novartis shares or ADRs that you hold or acquire and do not sell or otherwise dispose of prior to the close of business on                    , 2019 will include the right to receive Alcon shares.

Q:

If I sell my Novartis shares or ADRs on or before                    , 2019, will I still be entitled to receive Alcon shares in the spin-off?

A:

If you sell your Novartis shares or ADRs before the close of business on                    , 2019, you will not be entitled to receive Alcon shares in the distribution. If you hold or have acquired and do not sell or otherwise dispose of your Novartis shares or ADRs prior to the close of business on                    , 2019 and decide to sell them after such time, you will still be entitled to receive Alcon shares in the distribution. You should discuss these options with your bank, broker or other nominee.

See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will Receive Alcon Shares" for more information.

Q:

When will Novartis shares and ADRs commence trading excluding the right to receive Alcon shares?

A:

Novartis shares and ADRs will commence trading on a standalone basis without the right to receive Alcon shares on the SIX and the NYSE, respectively, on                     , 2019. This means if you purchase a Novartis share or ADR on or after                    , 2019, the Novartis share or ADR will reflect an ownership interest solely in Novartis and will not include the right to receive any Alcon shares in the spin-off.

Q:

What do I have to do to participate in the spin-off?

A:

Holders of Novartis shares or ADRs held in book-entry form with a bank or broker and holders of registered Novartis ADRs.     If you hold or have acquired and do not sell or otherwise dispose of your Novartis shares or ADRs prior to the close of business on                    , 2019, you will not be required to take any action, pay any cash, deliver any other consideration, or surrender any existing Novartis shares or ADRs in order to receive Alcon shares in the spin-off, but we urge you to read this Form 20-F carefully.

Holders of Novartis physical share certificates (Heimverwahrer).     Following the Novartis AGM, all registered Novartis shareholders holding physical share certificates who have previously provided a valid mailing address to Novartis will have received a notice with instructions on how to receive Alcon shares in the spin-off. If you have not received such a notice from Novartis by                    , 2019, please contact Novartis Share Registry by telephone at +41 61 324 7204 or by email at share.registry@novartis.com. For more information, see "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will Receive Alcon Shares", as well as "—Where can I get more information?" below.

The spin-off will not affect the number of outstanding Novartis shares or ADRs or any rights of Novartis shareholders, although it will affect the market value of each outstanding Novartis

share and ADR. See "—Will the spin-off affect the trading price of my Novartis shares or ADRs?" below.




At the Novartis AGM expected to be held in Basel, Switzerland on February 28, 2019, the Novartis Board intends to seek the approval of the Novartis shareholders to consummate the spin-off on the terms described in this Form 20-F.

Q:

Will there be any "when-issued" trading of Alcon shares or any "ex-distribution" trading of Novartis shares or ADRs before                    , 2019?

A:

There will not be any trading of Alcon shares on a "when-issued" basis or any "ex-distribution" trading of Novartis shares or ADRs before                    , 2019. This means that Alcon shares will not trade separately from Novartis shares or ADRs prior to                    , 2019 and any Novartis share or ADR purchased or sold up to the close of business on                     , 2019 will include the right to receive Alcon shares in the spin-off.

Q:

How does the spin-off impact conversion of Novartis ADRs into ordinary shares?

A:

, 2019 is the last date on which Novartis ADR holders can convert their ADRs into Novartis shares before completion of the spin-off and vice versa.                     , 2019 is also the last date for Novartis ADR holders to directly register or de-register their Novartis ADRs with the Novartis ADR depositary, J.P. Morgan, before the completion of the spin-off. From and after                    , 2019, holders of Novartis ADRs will again be able to convert their Novartis ADRs into Novartis shares and directly register or de-register their Novartis ADRs with J.P. Morgan. See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will Receive Alcon Shares".

Q:

How many Alcon shares will I receive in the spin-off?

A:

Novartis will distribute to you            Alcon shares for every             Novartis shares or             Novartis ADRs that you hold or have acquired and do not sell or otherwise dispose of prior to the close of business on                    , 2019. The total number of Alcon shares that Novartis will distribute will depend on the total number of issued Novartis shares (excluding treasury shares held by Novartis and its subsidiaries) as of                    , 2019. The Alcon shares that Novartis distributes will constitute all of the Alcon shares held by Novartis immediately prior to the spin-off. For additional information on the distribution, see "Item 4. Information and Development of the Company—4.A. History and Development of the Company—The Spin-off—When and How You Will Receive Alcon Shares", and for additional information on the expected share capital of Alcon following the spin-off, including the treasury shares expected to be held by Alcon at the time of the spin-off, see "Item 10. Additional Information—10.A. Share Capital".

Q:

How will fractional shares be treated in the spin-off?

A:

Novartis will not distribute any fractional Alcon shares in connection with the spin-off. Instead, except as otherwise described in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares", UBS, as the Swiss settlement agent, will aggregate all fractional shares that Novartis shareholders would otherwise have been entitled to receive and that have been notified to UBS by any of Computershare Trust Company, N.A., the U.S. distribution agent, the Novartis Share Registry or the relevant deposit banks through SIX SIS AG ("SIX SIS") into whole shares and sell the whole shares in the open market at prevailing market prices. The aggregate net cash proceeds of the sales will be distributed pro rata to the relevant holders (in USD for holders of

Novartis ADRs, converted at the then prevailing USD/CHF exchange rate, and in CHF for holders of Novartis shares) that would otherwise have been entitled to receive the fractional shares (based on the fractional share each such holder would otherwise be entitled to receive) on or around                    , 2019. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient shareholders for U.S. federal income tax purposes and will, in certain circumstances, be taxable to the recipient shareholders for Swiss income tax purposes, as described in greater detail in "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Material U.S. Federal Income Tax Consequences of the Spin-off" and "—Swiss Tax Consequences of the Spin-off". See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Treatment of Fractional Shares" for more detail.

Q:

What will happen to the listing of Novartis shares and ADRs?

A:

After the spin-off, Novartis shares will continue to trade on the SIX under the symbol "NOVN" and Novartis ADRs will continue to trade on the NYSE under the symbol "NVS".

Q:

Will the number of Novartis shares or ADRs I own change as a result of the spin-off?

A:

No, the number of Novartis shares or ADRs you own will not change as a result of the spin-off.

Q:

Will the spin-off affect the trading price of my Novartis shares or ADRs?

A:

Yes. As a result of the spin-off, Novartis expects the trading prices of Novartis shares and ADRs at market open on                    , 2019 to be lower than the trading prices at market close on                    , 2019, because the trading prices will no longer reflect the value of the Alcon Business. There can be no assurance that the aggregate market value of the Novartis shares or ADRs and the Alcon shares following the spin-off will be higher than, equal to or lower than the market value of Novartis shares or ADRs if the spin-off did not occur. This means, for example, that the combined trading prices of one Novartis share or ADR and            Alcon shares after market open on                    , 2019 (representing the number of Alcon shares to be received per every one Novartis share or ADR in the distribution) may be equal to, greater than or less than the trading price of one Novartis share or ADR before                    , 2019. In addition, following the close of business on                    , 2019 but before the commencement of trading on                    , 2019, your Novartis shares and ADRs will reflect an ownership interest solely in Novartis and will not include the right to receive any Alcon shares in the spin-off, but may not yet accurately reflect the value of such Novartis shares or ADRs excluding the Alcon Business.

Q:

What is the expected date of completion of the spin-off?

A:

It is expected that the Alcon shares that eligible holders of Novartis shares or ADRs are entitled to receive in the spin-off will begin trading separately from Novartis shares and ADRs on                    , 2019. This is the date that Alcon will become a standalone public company, independent of Novartis. However, the completion and timing of the separation and spin-off are dependent upon a number of conditions and no assurance can be provided as to the timing of the separation or the spin-off or that all conditions to the spin-off will be met.

Q:

What are the conditions to the spin-off?

A:

We expect that the separation and the spin-off will be effective on                    , 2019, provided that certain conditions have been satisfied or waived by Novartis, including, among others:

•

the recommendation by the Novartis Board of the implementation of the spin-off to the Novartis shareholders for approval;

•

the authorization and approval of the spin-off by Novartis shareholders;

•

the receipt of the written opinion of Cravath, Swaine & Moore LLP by Novartis that, subject to the accuracy of and compliance with certain representations, warranties and covenants, the distribution should qualify for non-recognition of gain and loss under Section 355 of the Internal Revenue Code of 1986, as amended (the "Code");

•

the receipt by Novartis of the rulings from the Swiss Federal Tax Administration and the tax administrations of the Canton of Basel-Stadt and the Canton of Fribourg, respectively, each addressing the relevant Swiss tax consequences of the separation and spin-off and the ruling from the U.S. Internal Revenue Service, addressing the relevant U.S. federal income tax consequences of the separation and spin-off;

•

the Alcon shares to be distributed having been accepted for listing on the SIX and the NYSE as from                    , 2019 (subject to technical deliverables only);

•

the SEC declaring this Form 20-F effective under the Exchange Act, and no stop order suspending the effectiveness of this Form 20-F being in effect and no proceedings for that purpose being pending before or threatened by the SEC;

•

no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the spin-off being in effect, and no other event outside the control of Novartis having occurred or failed to occur that prevents the consummation of the spin-off (including, but not limited to, Novartis not being able to complete the Internal Transactions due to elements outside of its reasonable control); and

•

no other events or developments having occurred prior to                    , 2019 that, in the judgment of the Novartis Board, would result in the spin-off having a material adverse effect (including, but not limited to, material adverse tax consequences or risks) on Novartis or its shareholders.

Novartis and Alcon cannot assure you that any or all of the above or any of the other conditions to the spin-off will be met. See also "—Can Novartis decide to cancel the spin-off of Alcon shares even if all the conditions are met?" below and, for a complete discussion of all of the conditions to the spin-off, see "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off".

Q:

Can Novartis decide to cancel the spin-off of Alcon shares after AGM approval, even if all the conditions are met?

A:

No. The separation is subject to the satisfaction or waiver of certain conditions. If all of such conditions have been satisfied or waived in a timely manner, Novartis does not have the right to subsequently terminate the planned distribution. In addition, following such time as the shareholders of Novartis authorize the Novartis Board to consummate the spin-off at the Novartis AGM expected to be held in Basel, Switzerland on February 28, 2019, Novartis will be required to take such reasonable actions as are within its control to satisfy the conditions

to the spin-off. See also "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off".

Q:

What if I want to sell my Novartis shares or ADRs or my Alcon shares?

A:

You should consult with your custodian bank or broker or other financial advisors and/or your tax advisors.

Q:

What are the Swiss tax and U.S. federal income tax consequences to me of the spin-off?

A:

The spin-off should qualify as a tax-neutral transaction for Swiss tax purposes and for nonrecognition of gain and loss under Section 355 of the Code for U.S. federal income tax purposes. Accordingly, except with respect to the receipt of cash in lieu of fractional shares or cash due to holders of physical shares certificates ( Heimverwahrer ) in certain circumstances, no gain or loss should be recognized by, or be includible in the income of, a Swiss Holder or a U.S. Holder (each as defined below) as a result of the spin-off. Additionally, no Swiss withholding tax should apply on the distribution of Alcon shares in the spin-off. For Swiss tax and U.S. federal income tax purposes, the aggregate tax basis of your Novartis shares (including shares held in the form of ADRs) and the Alcon shares you receive in the spin-off should be the same as the aggregate tax basis of the Novartis shares you held immediately before the spin-off, and for U.S. federal income tax purposes the aggregate tax basis will be allocated between your Novartis shares and the Alcon shares you receive in the spin-off in proportion to the relative fair market value of each on                    , 2019.

See "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off——Material Swiss Tax Consequences of the Spin-off" and "—Material U.S. Federal Income Tax Consequences of the Spin-off" for more information regarding the material tax consequences to Swiss Holders and U.S. Holders of the spin-off (including the respective definitions of "Swiss Holder" and "U.S. Holder").

Q:

Who will manage Alcon after the spin-off?

A:

Alcon benefits from having in place a management team with an extensive background in the medical device industry and the Alcon surgical and vision care businesses. Led by David J. Endicott, the Chief Executive Officer of Alcon, the Alcon management team possesses deep knowledge of, and extensive experience in, its industry. For more information regarding the Alcon management team and leadership structure, see "Item 6. Directors, Senior Management and Employees—6.A. Directors and Senior Management—Senior Management".

Q:

Does Alcon intend to pay cash dividends?

A:

Alcon currently expects that it will pay a regular cash dividend beginning in 2020 equivalent to approximately 10% of 2019 core net income. However, while the Alcon Board of Directors (the "Alcon Board") may, in its discretion, recommend the payment of a dividend in respect of each fiscal year, the declaration, timing, and amount of any dividends to be paid by Alcon following the spin-off will be subject to the approval of the Alcon shareholders at a General Meeting of shareholders. The determination of the Alcon Board as to whether to recommend a dividend and the approval of any such proposed dividend by the Alcon shareholders will depend upon many factors, including Alcon financial condition, earnings, corporate strategy, capital requirements of its operating subsidiaries, covenants, legal requirements and other factors deemed relevant by the Alcon Board and shareholders. See "Item 8. Financial Information—8.A. Combined Statements and Other Financial Information—Dividend Policy" for more information.

Q:

Will Alcon incur any debt prior to or at the time of the spin-off?

A:

In connection with the separation and spin-off and immediately prior to the spin-off, Alcon intends to pay to Novartis approximately $             billion in cash in satisfaction of certain intercompany indebtedness owed by Alcon and its subsidiaries to Novartis and its affiliates. Alcon expects to fund such cash payment with the proceeds from $3.5 billion in debt financing that Alcon anticipates arranging immediately prior to the spin-off. See "Item 3. Key Information—3.B. Capitalization and Indebtedness" and "Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-off—Conditions to the Spin-off" for more information.

Q:

What will the Alcon relationship with Novartis be following the spin-off?

A:

Alcon will enter into a Separation and Distribution Agreement with Novartis to effect the separation and provide a framework for the Alcon relationship with Novartis after the separation and spin-off. Alcon will also enter into certain other agreements with Novartis, including but not limited to a Transitional Services Agreement, an Employee Matters Agreement, a Tax Matters Agreement, a Manufacturing and Supply Agreement and certain other agreements. These agreements will govern the separation between Alcon and Novartis of the assets, employees, liabilities and obligations (including investments, property and employee benefits and tax liabilities) of Novartis and its subsidiaries that constitute the Alcon Business and are attributable to periods prior to, at and after the separation of Alcon from Novartis, and will govern certain relationships between Alcon and Novartis after the separation and spin-off. We describe these arrangements in greater detail under "Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Novartis and Us", and describe some of the risks of these arrangements under "Item 3. Key Information—3.D. Risk Factors—Risks Related to the Separation from Novartis".

Q:

Are there risks associated with owning Alcon shares?

A:

Yes. Ownership of Alcon shares is subject to both general and specific risks relating to the Alcon business, the industry in which Alcon operates, its ongoing contractual relationships with Novartis and its status as a separate, publicly traded company. Ownership of Alcon shares is also subject to risks relating to the spin-off. Accordingly, you should carefully read the information set forth under "Item 3. Key Information—3.D. Risk Factors" in this Form 20-F.

Q:

Who will be the registrar and transfer agent for the Alcon shares?

A:

Computershare will act as registrar for the Alcon shares. Computershare Switzerland Ltd will act as the Alcon Swiss share registrar and Computershare Trust Company, N.A. will act as the Alcon U.S. share registrar and transfer agent.

Q:

Where can I get more information?

A:

Before the spin-off, if you have any questions relating to the business performance of Novartis or Alcon or the spin-off, you should contact Novartis at:

Novartis International AG

Investor Relations

P.O. Box

CH-4002 Basel, Switzerland

Tel: +41 61 324 7944

www.novartis.com/investors

After the spin-off, if you have any questions relating to Alcon business performance, you should contact Alcon at:






Alcon




Investor Relations






The Alcon investor website will be operational at or prior to the spin-off.






If you hold Novartis ADRs and have any questions with respect to mechanics of the spin-off as they relate to your ADRs, you should contact Computershare Trust Company, N.A., the Novartis U.S. ADR distribution agent for the Alcon shares for the spin-off, at:






Computershare Trust Company, N.A.




250 Royall Street




Canton, MA 02021




Tel: