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Alcon Inc.(a stock corporation organised under Swiss law)Listing of 488,700,000 registered shares with a nominal value of CHF 0.04 eachThis document together with the attached Form 20-F (the “Form 20-F”) constitutes the listing prospectus (the “Listing Prospectus”) relating tothe listing (the “Listing”) of 488,700,000 registered shares of Alcon Inc. (“Alcon” and, together with its consolidated subsidiaries, the “AlconGroup” or the “Group”) (the “Alcon shares”) in accordance with the International Reporting Standard of SIX Swiss Exchange Ltd (“SIX”). ThisListing Prospectus is not an issue prospectus pursuant to article 652a of the Swiss Code of Obligations (Schweizerisches Obligationenrecht) (the“Swiss CO”).There will be no issue, public offering or other placement of Alcon shares in connection with the publication of this Listing Prospectus. ThisListing Prospectus has been established solely for the purpose of the Listing and should not be relied upon for any other purpose.The Listing takes place in the context of the spin-off of Alcon. See “Item 4. Information on the Company—4.A. History and Development of theCompany—The Spin-off” of the Form 20-F for further information.This Listing Prospectus does not constitute an offer to sell, or a solicitation by or on behalf of Alcon or Novartis of an offer to purchase or sell,Alcon shares or any securities of Novartis. The release, publication or distribution of this Listing Prospectus may be restricted by law in certainjurisdictions. No action has been or will be taken by Alcon or Novartis that would permit the possession or distribution of this Listing Prospectusin any jurisdiction where action for that purpose is required or doing so is restricted by law. Persons into whose possession this Listing Prospectusmay come are required to inform themselves of and observe any such restrictions. Failure to comply with these restrictions may constitute aviolation of the securities laws or regulations of such jurisdictions. Neither Alcon nor Novartis accepts any responsibility for any violation by anyperson of any such restrictions. For further information with regard to certain restrictions on offers and transfers of the Alcon shares, see “ImportantInformation” and “European Union”.Prior to the Listing, there has been no public market for the Alcon shares. Application has been made and approval has been given by SIX, subjectto certain conditions, to list the Alcon shares in accordance with the International Reporting Standard of SIX. Alcon expects that the Alcon shareswill be listed and that trading in the Alcon shares will commence on SIX on April 9, 2019 (the “First Day of Trading”) under the symbol “ALC”.The Alcon shares will be issued as uncertificated securities (Wertrechte) within the meaning of article 973c Swiss CO. In accordance witharticle 973c Swiss CO, Alcon will maintain a register of uncertificated securities (Wertrechtebuch). A portion of these uncertificated shares willbe issued as book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act of October 3, 2008(Bucheffektengesetz) via the settlement system operated by SIX SIS, with the remaining shares directly held through Computershare TrustCompany, N.A. in the U.S. (including shares held through Computershare Trust Company, N.A. via DTC). See the further description in “Item 4.Information on the Company—4.A. History and Development of the Company—The Spin-off—Listing and Trading of our Shares” and “Item 10.Additional Information—10.A. Share Capital—Form of the Shares and Transfer of Shares” for further information regarding the form and certainrestrictions on transfer and disposition of Alcon shares.ANY INVESTMENT IN THE ALCON SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 40 OF THEFORM 20-F FOR A DESCRIPTION OF CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED.Listing AgentUBS AGThe date of this Listing Prospectus is March 21, 2019.
IMPORTANT INFORMATIONThe information contained in this Listing Prospectus is accurate only as of its date. Neither the delivery of this Listing Prospectusnor any subsequent transfer or sale of Alcon shares shall, under any circumstances, create any implication that there has been nochange in the affairs of Alcon or the Alcon Group since the date hereof or that the information contained herein is correct as ofany time subsequent to its date. Any significant new factor or material inaccuracy related to the information included in this ListingProspectus which is capable of affecting the assessment of the Alcon shares and which arises or is noted between the date of thisListing Prospectus and the First Day of Trading or, as the case may be, the time when trading in the Alcon shares on SIX begins,will be announced through electronic media. Notices required under the Listing Rules will be published in electronic form on thewebsite of SIX (currently blications/official-notices.html). Changes sonotified will be deemed to constitute an amendment or supplement to this Listing Prospectus.Information on the Alcon or Novartis website, any website directly or indirectly linked to the Alcon or Novartis website or anywebsite referred to in this Listing Prospectus does not constitute in any way part of this Listing Prospectus and is not incorporatedby reference into this Listing Prospectus, unless specifically provided for herein.EUROPEAN UNIONNeither this Listing Prospectus, the Listing, the separation, nor the spin-off constitutes or forms part of any offer or invitation topurchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwisedispose of, issue, purchase, otherwise acquire or subscribe for, any security, including any Alcon shares or any other Alcon orNovartis securities, in any jurisdicition, including the United Kingdom or any other member state of the European Union. Inparticular, no action has been undertaken, or will be undertaken, in connection with this Listing Prospectus, the Listing, theseparation or the spin-off, to make an offer to the public of any security, including any Alcon shares or other Alcon or Novartissecurities, in any jurisdiction, including the United Kingdom or any other member state of the European Union.This document is not a prospectus (or equivalent document) within the meaning of Directive 2003/71/EC of the EuropeanParliament and the Council of 4 November 2003, as amended, in particular by Directive 2010/73/EU (including to the extent suchDirective has been transposed in the United Kingdom or any other member state of the European Union).FORWARD-LOOKING STATEMENTSThis Listing Prospectus contains certain forward-looking statements that involve risks and uncertainties. See “Special Note AboutForward-Looking Statements” beginning on page 3 of the Form 20-F.2
ABOUT THIS LISTING PROSPECTUSThis document and the Form 20-F constitute the Listing Prospectus which, among other things, contains the information requiredby Scheme A of the Listing Rules (“Scheme A”). The index below sets out the pages of the Form 20-F that contain some of theinformation required by Scheme A for ease of reference only. It is not an exhaustive list and certain information required byScheme A is contained elsewhere in this Listing Prospectus. Recipients of this Listing Prospectus should read and familiarizethemselves with the entire Listing Prospectus including the information not specifically referred to below.Risk Factors . 40The Spin-off . 79Listing and Trading of our Shares . 85Business Overview . 92Research and Development . 116Intellectual Property . 120Directors, Senior Management and Employees . 172Major Shareholders and Related Party Transactions . 188Legal Proceedings . 197Markets. 199Share Capital . 200Memorandum and Articles of Association . 201Notices . 205Taxation . 206Index to Financial Statements . F-1Please refer to page i of the Form 20-F for the complete table of contents of the Form 20-F.3
RESPONSIBILITY STATEMENTAlcon, which is organised as a stock corporation (Aktiengesellschaft) in Switzerland with its registered office at Rue Louisd'Affry 6, 1701 Fribourg, Switzerland, assumes responsibility for the completeness and accuracy of this Listing Prospectus andany supplement pursuant to article 27 of the Listing Rules and section 4 of Scheme A thereunder. Alcon confirms that, to thebest of its knowledge, the information contained in or incorporated by reference into this Listing Prospectus is correct and thatno material facts or circumstances have been omitted.4
NO MATERIAL CHANGESExcept as disclosed in this Listing Prospectus, no material changes have occurred in the Alcon assets and liabilities, financialposition or profits and losses since December 31, 2018.INFORMATION POLICYFor information on the publication of annual reports and other period reports please see “10.H. Documents on Display” of theForm 20-F.As of the First Day of Trading of the Alcon shares, copies of all information and documents pertaining to press releases, mediaconferences, investor updates and presentations at analyst and investor presentation conferences can be downloaded from Alcon’swebsite at https://www.alcon.com or obtained from Alcon upon request by mail at Chemin de Blandonnet 8, 1214 Vernier, Geneva,Switzerland or by e-mail at investor.relations@alcon.com.In addition, as of the first day of listing of the Alcon shares on the SIX, the following weblinks will be available:E-mail distribution list (push s/emails-alerts/default.aspxAd-hoc messages (pull ss-releases/default.aspxFinancial y-results/default.aspxCorporate and-presentations/default.aspxAVAILABILITY OF LISTING PROSPECTUSCopies of the Listing Prospectus and any supplement hereto are available free of charge, for 12 months following the First Dayof Trading, at UBS AG, Investment Bank, Swiss Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland (voicemail: 41(0)44 239 47 03, facsimile: 41 (0)44 239 69 14 or email: swiss-prospectus@ubs.com), at Novartis AG, Share Registry,Novartis Campus, Forum 1-P.64, 4056 Basel, Switzerland (telephone number: 41 (0)61 324 31 13; facsimile: 41 (0)61 324 3244, e-mail: share.registry@novartis.com) and at Alcon Inc., Chemin de Blandonnet 8, 1214 Vernier, Geneva, Switzerland(telephone number: 41 (0)58 911 2110 or email: investor.relations@alcon.com), during regular business hours.INCORPORATION BY REFERENCEThis Listing Prospectus incorporates by reference, and should be read and construed in conjunction with, the exhibits listed in“Item 19. Exhibits” of the Form 20-F, which are available under https://www.sec.gov/cgi-bin/browseedgar?action getcompany&filenum 001-31269&owner exclude&count 40.5
UNITED STATESSECURITIES ANDWASHINGTON,EXCHANGECOMMISSIOND.C. 20549Amendment No. 6toFORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORORORCommission file number: 001-31269Alcon Inc.(Exact name of Registrant as specified in its charter)N/A(Translation of Registrant’s name into English)Switzerland(Jurisdiction of incorporation or organization)Rue Louis-d’Affry 61701 Fribourg, Switzerland(Address of principal executive office)Royce BedwardChemin de Blandonnet 81214 VernierGeneva, SwitzerlandTel: 1 (817) 293-0450(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)Copies to:D. Scott BennettCravath, Swaine & Moore LLP825 Eighth AvenueNew York, NY 10019Tel: 1 (212) 474-1000Securities registered or to be registered pursuant to Section 12(b) of the Act.Title of each className of each exchange on which registeredOrdinary Shares, nominal value CHF 0.04 per shareSIX Swiss ExchangeNew York Stock ExchangeSecurities registered or to be registered pursuant to Section 12(g) of the Act.NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act.NoneIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.Not applicableIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer andlarge accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. † The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5, 2012.Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP International Financial Reporting Standards as issuedby the International Accounting Standards Board Other If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No
March 21, 2019Dear Novartis Shareholder:On June 29, 2018, we announced our intention to separate our Alcon business from the rest ofNovartis by means of a spin-off of a newly formed company named Alcon Inc., which will contain oureye care devices business, consisting of our surgical and vision care businesses. Novartis, the existingpublicly traded company, will retain the Innovative Medicines and Sandoz businesses. As two distinctpublicly traded companies, we believe Novartis and Alcon will be better positioned to capitalize onsignificant growth opportunities and focus resources on their respective businesses and strategicpriorities.To implement the separation, Novartis will first transfer its eye care devices business to Alcon, andwill subsequently distribute all of the Alcon shares held by Novartis to Novartis shareholders, pro ratato their respective holdings. Each Novartis shareholder will receive 1 Alcon share for every 5 Novartisshares or 5 Novartis American Depositary Receipts they hold or have acquired and do not sell orotherwise dispose of prior to the close of business on April 8, 2019. The distribution generally shouldnot be taxable to Novartis shareholders for Swiss withholding or income tax or U.S. federal income taxpurposes. An application will be made to list the Alcon shares on the SIX Swiss Exchange (SIX) andthe New York Stock Exchange (NYSE) and trading in Alcon shares is expected to begin on theSIX and the NYSE on April 9, 2019.You do not need to take any action to receive Alcon shares to which you are entitled as a Novartisshareholder, and you do not need to pay any consideration or surrender or exchange your Novartisshares or American Depositary Receipts.We encourage you to read the attached Form 20-F, which is being made available to all Novartisshareholders and is also publicly available. The Form 20-F describes the separation in more detail andcontains important business and financial information about Alcon.We believe the separation provides tremendous opportunities for our businesses and ourshareholders, as we work to continue building long-term shareholder value. We appreciate yourcontinuing support of Novartis, and look forward to your future support of both companies.Sincerely,20MAR201912521325Vasant (Vas) Narasimhan, M.D.Chief Executive OfficerNovartis AG
March 21, 2019Dear Alcon Shareholder:It is my pleasure to welcome you as a shareholder of our company, Alcon Inc. We are the leadingglobal eye care devices company with a substantial worldwide customer base and a suite of industryleading products.As an independent, publicly-traded company, we believe we can more effectively focus on ourobjectives and advance the strategic needs of our company. In connection with the distribution of ourshares by Novartis, we intend to list our shares on the SIX Swiss Exchange and on the New York StockExchange under the symbol ‘‘ALC’’.We invite you to learn more about Alcon by reviewing the enclosed Form 20-F. We look forwardto your continued support as a holder of Alcon shares.Sincerely,20MAR201912520874David EndicottChief Executive OfficerAlcon Inc.
TABLE OF CONTENTSIntroduction and Use of Certain Terms . . . . . . . . . . . .Unaudited Pro Forma Combined Financial Statements .Market Information . . . . . . . . . . . . . . . . . . . . . . . . . .Special Note About Forward-Looking Statements . . . .Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11235Identity of Directors, Senior Management and Advisers . . . .Offer Statistics and Expected Timetable . . . . . . . . . . . . . . . .Key Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Information on the Company . . . . . . . . . . . . . . . . . . . . . . . .Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . .Operating and Financial Review and Prospects . . . . . . . . . . .Directors, Senior Management and Employees . . . . . . . . . . .Major Shareholders and Related Party Transactions . . . . . . .Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .The Offer and Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .Quantitative and Qualitative Disclosures About Market Risk .Description of Securities Other than Equity Securities . . . . . .31313177127127172188197199200212212Defaults, Dividend Arrearages and Delinquencies . . . . . . . . . . . . . . . . . . . . .Material Modifications to the Rights of Security Holders and Use of ProceedsControls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Audit Committee and Financial Expert . . . . . . . . . . . . . . . . . . . . . . . . . . . .Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exemptions from the Listing Standards for Audit Committees . . . . . . . . . . . .Purchases of Equity Securities by the Issuer and Affiliated Purchasers . . . . . .Change in Registrant’s Certifying Accountant . . . . . . . . . . . . . . . . . . . . . . . .Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Mine Safety Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .213213213213213213213213213213213213Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .214214215Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-1PART tem1.2.3.4.4A.5.6.7.8.9.10.11.12.PART 13.14.15.16.16A.16B.16C.16D.16E.16F.16G.16H.PART IIIItem 17.Item 18.Item 19.i
INTRODUCTION AND USE OF CERTAIN TERMSAlcon Inc. publishes combined financial statements expressed in U.S. dollars. Our combinedfinancial statements responsive to Item 18 of this Form 20-F are prepared in accordance withInternational Financial Reporting Standards (IFRS) as issued by the International AccountingStandards Board (IASB). ‘‘Item 5. Operating and Financial Review and Prospects’’, together with thesections on products in development and key development projects of our businesses (see ‘‘Item 4.Information on the Company—4.B. Business Overview’’), constitute the Operating and FinancialReview (‘‘Lagebericht’’), as defined by the Swiss Code of Obligations.Unless the context requires otherwise, the words ‘‘we’’, ‘‘our’’, ‘‘us’’, ‘‘Alcon’’, ‘‘Company’’ andsimilar words or phrases in this Form 20-F refer to Alcon Inc. and its combined subsidiaries after givingeffect to the separation and the words ‘‘Novartis’’ and ‘‘Novartis Group’’ refer to Novartis AG and itscombined affiliates. In this Form 20-F, references to the ‘‘eye care market’’ or ‘‘eye care devicesmarket’’ are to the eye care market in which we participate, including the sale of ophthalmic surgicaldevices, contact lenses and ocular health products, but not including the sale of spectacles andprescription ophthalmic pharmaceutical products; references to our ‘‘surgical’’ business, market orproducts are to our ophthalmic surgical business, market or products, as the case may be; references to‘‘U.S. dollars’’, ‘‘USD’’ or ‘‘ ’’ are to the lawful currency of the United States of America, andreferences to ‘‘CHF’’ are to Swiss francs, the lawful currency of Switzerland; references to the ‘‘UnitedStates’’ or to the ‘‘U.S.’’ are to the United States of America, references to the ‘‘European Union’’ orto the ‘‘EU’’ are to the European Union and its 28 member states, and references to ‘‘Latin America’’are to Central and South America, including the Caribbean, unless the context otherwise requires;references to ‘‘associates’’ are to our employees; references to the ‘‘SEC’’ are to the U.S. Securities andExchange Commission, references to the ‘‘FDA’’ are to the U.S. Food and Drug Administration, andreferences to ‘‘EMA’’ are to the European Medicines Agency, an agency of the EU; references to the‘‘NYSE’’ are to the New York Stock Exchange; references to the ‘‘SIX’’ are to the SIX Swiss Exchange;references to ‘‘Alcon shares’’ or ‘‘our shares’’ are to Alcon ordinary shares, nominal value CHF 0.04 pershare, references to ‘‘Novartis shares’’ are to Novartis ordinary shares, nominal value CHF 0.50 pershare, and references to ‘‘ADR’’ or ‘‘ADRs’’ are to Novartis American Depositary Receipts.All product names appearing in italics are trademarks owned by or licensed to Alcon or itssubsidiaries. Product names identified by a ‘‘ ’’ or a ‘‘ ’’ are trademarks that are not owned by orlicensed to Alcon or its subsidiaries and are the property of their respective owners.UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSThe unaudited pro forma combined financial statements included in this Form 20-F are based onthe combined financial statements of the Novartis AG Alcon business after giving effect to theseparation and the spin-off and applying the estimates, assumptions and adjustments described in theaccompanying notes to the unaudited pro forma combined financial statements. The historical columnin the unaudited pro forma combined income statement for the year ended December 31, 2018 isderived from the combined income statement of the Novartis AG Alcon business for the year endedDecember 31, 2018 included in this Form 20-F. The historical column in the unaudited pro formacombined balance sheet is derived from the combined balance sheet of the Novartis AG Alcon businessas of December 31, 2018 included in this Form 20-F. The unaudited pro forma combined financialstatements have been prepared by Alcon management for illustrative purposes and are not intended torepresent the combined financial position or combined results of operations of Alcon in future periodsor what the financial position or the results of operations actually would have been had Alconcompleted the proposed separation and spin-off during the specified periods or as of the specified date.1
MARKET INFORMATIONThis Form 20-F contains certain industry and market data that were obtained from third-partysources, such as industry surveys and industry publications, including, but not limited to, publications byMarket Scope, GfK and Nielsen. This Form 20-F also contains other industry and market data,including market sizing estimates, growth and other projections and information regarding ourcompetitive position, prepared by our management on the basis of such industry sources and ourmanagement’s knowledge of and experience in the industry and markets in which we operate (includingmanagement’s estimates and assumptions relating to such industry and markets based on thatknowledge). Our management has developed its knowledge of such industry and markets through itsexperience and participation in these markets.In addition, industry surveys and industry publications generally state that the information theycontain has been obtained from sources believed to be reliable but that the accuracy and completenessof such information is not guaranteed and that any projections they contain are based on a number ofsignificant assumptions. Forecasts, projections and other forward-looking information obtained fromthese sources involve risks and uncertainties and are subject to change based on various factors,including those discussed in the section ‘‘Special Note About Forward-Looking Statements’’ below. Youshould not place undue reliance on these statements.2
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSThis Form 20-F contains certain ‘‘forward-loo
(Exact name of Registrant as specified in its charter) N/A (Translation of Registrant's name into English) Switzerland (Jurisdiction of incorporation or organization) Rue Louis-d'Affry 6 1701 Fribourg, Switzerland (Address of principal executive office) Royce Bedward Chemin de Blandonnet 8 1214 Vernier Geneva, Switzerland Tel: 1 (817) 293-0450
