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United States Securities and Exchange Commission Washington, D.C 3/29/2019 https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm 20FR12B/A 1 a2237769z20fr12ba.htm 20FR12B/A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM 20-F ý REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: Alcon 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 6 1701 Fribourg, Switzerland (Address of principal executive office) Royce Bedward Chemin de Blandonnet 8 1214 Vernier Geneva, Switzerland Tel: +1 (817) 293-0450 (Name, Telephone, Email and/or Facsimile number and Addr ess of Company Contact Person) Copies to: D. Scott Bennett Cravath, Swaine & Moor e LLP 825 Eighth Avenue New York, NY 10019 Tel: +1 (212) 474-1000 Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm 1/320 3/29/2019 https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm Ordinary Shares, nominal value CHF 0.04 per share SIX Swiss Exchange New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. Not applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý 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 the Securities Exchange Act of 1934. Yes o No o Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer ý Emerging growth company o 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 to use the extended period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o † The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification 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 o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board ý 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 o Item 18 o 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 o No o https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm 2/320 3/29/2019 https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm Table of Contents , 2019 Dear Novartis Shareholder: On June 29, 2018, we announced our intention to separate our Alcon business from the rest of Novartis by means of a spin-off of a newly formed company named Alcon Inc., which will contain our eye care devices business, consisting of our surgical and vision care businesses. Novartis, the existing publicly traded company, will retain the Innovative Medicines and Sandoz businesses. As two distinct publicly traded companies, we believe Novartis and Alcon will be better positioned to capitalize on significant growth opportunities and focus resources on their respective businesses and strategic priorities. To implement the separation, Novartis will first transfer its eye care devices business to Alcon, and will subsequently distribute all of the Alcon shares held by Novartis to Novartis shareholders, pro rata to their respective holdings. Each Novartis shareholder will receive 1 Alcon share for every 5 Novartis shares or 5 Novartis American Depositary Receipts they hold or have acquired and do not sell or otherwise dispose of prior to the close of business on , 2019. The distribution generally should not be taxable to Novartis shareholders for Swiss withholding or income tax or U.S. federal income tax purposes. An application will be made to list the Alcon shares on the SIX Swiss Exchange (SIX) and the New York Stock Exchange (NYSE) and trading in Alcon shares is expected to begin on the SIX and the NYSE on , 2019. You do not need to take any action to receive Alcon shares to which you are entitled as a Novartis shareholder, and you do not need to pay any consideration or surrender or exchange your Novartis shares or American Depositary Receipts. We encourage you to read the attached Form 20-F, which is being made available to all Novartis shareholders and is also publicly available. The Form 20-F describes the separation in more detail and contains important business and financial information about Alcon. We believe the separation provides tremendous opportunities for our businesses and our shareholders, as we work to continue building long-term shareholder value. We appreciate your continuing support of Novartis, and look forward to your future support of both companies. Sincerely, Vasant (Vas) Narasimhan, M.D. Chief Executive Officer Novartis AG https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm 3/320 3/29/2019 https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm Table of Contents , 2019 Dear Alcon Shareholder: It is my pleasure to welcome you as a shareholder of our company, Alcon Inc. We are the leading global eye care devices company with a substantial worldwide customer base and a suite of industry-leading products. As an independent, publicly-traded company, we believe we can more effectively focus on our objectives and advance the strategic needs of our company. In connection with the distribution of our shares by Novartis, we intend to list our shares on the SIX Swiss Exchange and on the New York Stock Exchange under the symbol "ALC". We invite you to learn more about Alcon by reviewing the enclosed Form 20-F. We look forward to your continued support as a holder of Alcon shares. Sincerely, David Endicott Chief Executive Officer Alcon Inc. https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm 4/320 3/29/2019 https://www.sec.gov/Archives/edgar/data/1167379/000104746919000786/a2237769z20fr12ba.htm Table of Contents TABLE OF CONTENTS Introduction and Use of Certain Terms 1 Unaudited Pro Forma Combined Financial Statements 1 Market Information 2 Special Note About Forward-Looking Statements 3 Summary 5 PART I Item 1. Identity of Directors, Senior Management and Advisers 31 Item 2. Offer Statistics and Expected Timetable 31 Item 3. Key Information 31 Item 4. Information on the Company 77 Item 4A. Unresolved Staff Comments 127 Item 5. Operating and Financial Review and Prospects 127 Item 6. Directors, Senior Management and Employees 172 Item 7. Major Shareholders and Related Party Transactions 188 Item 8. Financial Information 197 Item 9. The Offer and Listing 199 Item 10. Additional Information 200 Item 11. Quantitative and Qualitative Disclosures About Market Risk 212 Item 12. Description of Securities Other than Equity Securities 212 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 213 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 213 Item 15. Controls and Procedures 213 Item 16. [Reserved] 213 Item 16A. Audit Committee and Financial Expert 213 Item 16B. Code of Ethics 213 Item 16C. Principal Accountant Fees and Services 213 Item 16D. Exemptions from the Listing Standards for Audit Committees 213 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 213 Item 16F. Change in Registrant's Certifying Accountant 213 Item 16G. Corporate Governance 213 Item 16H. Mine Safety Disclosure 213 PART III Item 17. Financial Statements 214 Item 18.
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