Bond Novartys 2.2% ( US66989HAR93 ) in USD

Novartys

92.742 % ▲

Switzerland

US66989HAR93 ( in USD )

2.2% per year ( payment 2 times a year)

14/08/2030

Prospectus brochure of the bond Novartis US66989HAR93 en USD 2.2%, maturity 14/08/2030

2 000 USD

1 500 000 000 USD

66989HAR9

AA- ( High grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

14/02/2026 ( In 62 days )

Novartis is a leading global healthcare company based in Switzerland, focused on the research, development, and manufacturing of innovative medicines and advanced therapies.

The Bond issued by Novartys ( Switzerland ) , in USD, with the ISIN code US66989HAR93, pays a coupon of 2.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/08/2030

The Bond issued by Novartys ( Switzerland ) , in USD, with the ISIN code US66989HAR93, was rated Aa3 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Novartys ( Switzerland ) , in USD, with the ISIN code US66989HAR93, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5 1 a2240739z424b5.htm PROSPECTUS SUPPLEMENT
Use these links to rapidly review the document
Table of Contents Prospectus Supplement
Table of Contents
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236162
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount To Be
Offering Price Per
Aggregate Offering
Amount of Registration
To Be Registered

Registered

Unit

Price

Fee(1)

1.750% Notes due 2025

$1,000,000,000
99.852%

$998,520,000

$129,607.90

Guarantees of 1.750% Notes due
2025(2)

--

--

--

--

2.000% Notes due 2027

$1,250,000,000
99.909%

$1,248,862,500
$162,102.36

Guarantees of 2.000% Notes due 2027(2)
--

--

--

--

2.200% Notes due 2030

$1,500,000,000
99.869%

$1,498,035,000
$194,444.95

Guarantees of 2.200% Notes due 2030(2)
--

--

--

--

2.750% Notes due 2050

$1,250,000,000
97.712%

$1,221,400,000
$158,537.72

Guarantees of 2.750% Notes due 2050(2)
--

--

--

--

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is $644,692.93.
(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees of Novartis AG in connection
with the notes of Novartis Capital Corporation.
Prospectus Supplement
(to Prospectus dated January 30, 2020)
Novartis Capital Corporation
$1,000,000,000 1.750% Notes due February 14, 2025
Issue price: 99.852%
$1,250,000,000 2.000% Notes due February 14, 2027
Issue price: 99.909%
$1,500,000,000 2.200% Notes due August 14, 2030
Issue price: 99.869%
$1,250,000,000 2.750% Notes due August 14, 2050
Issue price: 97.712%
fully and unconditionally guaranteed by
Novartis AG
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Interest payable on each February 14 and August 14
The 1.750% Notes due February 14, 2025, which we refer to as the "2025 notes", will bear interest at a rate of 1.750% per year. The 2.000% Notes due
February 14, 2027, which we refer to as the "2027 notes", will bear interest at a rate of 2.000% per year. The 2.200% Notes due August 14, 2030,
which we refer to as the "2030 notes", will bear interest at a rate of 2.200% per year. The 2.750% Notes due August 14, 2050, which we refer to as the
"2050 notes", will bear interest at a rate of 2.750% per year. We will pay interest on each of the 2025 notes, the 2027 notes, the 2030 notes and the 2050
notes each February 14 and August 14, commencing on August 14, 2020.
We refer to the 2025 notes, the 2027 notes, the 2030 notes and the 2050 notes collectively as the "notes." Unless we redeem the notes earlier, the 2025
notes will mature on February 14, 2025, the 2027 notes will mature on February 14, 2027, the 2030 notes will mature on August 14, 2030 and the 2050
notes will mature on August 14, 2050. There is no sinking fund for the notes. The notes will rank equally in right of payment with all other senior,
unsecured debt obligations of Novartis Capital Corporation. The guarantees of the notes by Novartis AG will rank equally in right of payment with all
other senior, unsecured debt obligations of Novartis AG.
We may redeem some or all of the notes of each series at any time and from time to time at our option at the applicable redemption prices determined
in the manner described in this prospectus supplement. See "Description of the Notes -- Optional Redemption of the Notes." The notes will otherwise
not be redeemable prior to maturity except upon the occurrence of certain tax events described in this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the
contrary is a criminal offense.
Investing in the notes involves risks. See "Risk factors" beginning on page S-11 of this prospectus supplement and on page 11 of Novartis AG's
annual report on Form 20-F for the year ended December 31, 2019 incorporated herein by reference.
?
?
?
??
?
??
?
?
?
Price to
Underwriting
Proceeds to Issuer

Public (1)

Discount

before Expenses

?
?
?
??
?
??
?
?
?
Per 2025 Note

99.852%

0.300%

99.552%
?
?
?
??
?
??
?
??
Total

$
998,520,000
$ 3,000,000
$
995,520,000
?
?
?
??
?
??
?
??
Per 2027 Note

99.909%

0.350%

99.559%
?
?
?
??
?
??
?
??
Total

$ 1,248,862,500
$ 4,375,000
$ 1,244,487,500
?
?
?
??
?
??
?
??
Per 2030 Note

99.869%

0.400%

99.469%
?
?
?
??
?
??
?
??
Total

$ 1,498,035,000
$ 6,000,000
$ 1,492,035,000
?
?
?
??
?
??
?
??
Per 2050 Note

97.712%

0.700%

97.012%
?
?
?
??
?
??
?
??
Total

$ 1,221,400,000
$ 8,750,000
$ 1,212,650,000
?
?
?
??
?
??
?
??
(1)
Plus accrued interest, if any, from February 14, 2020.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC",
for the accounts of its participants, including Clearstream Banking S.A., or "Clearstream", and Euroclear Bank S.A./N.V., or "Euroclear", against
payment in New York, New York on or about February 14, 2020.
Joint Book-Running Managers
Citigroup
HSBC
Morgan

MUFG
Barclays
Deutsche Bank

Mizuho
Stanley
Securities
Securities
Co-Managers
BNP PARIBAS
Credit Suisse
NatWest Markets
SOCIETE GENERALE
February 11, 2020
Table of Contents
Table of Contents
Prospectus Supplement

Page

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About This Prospectus Supplement
S-1
Where You Can Find More Information
S-2
Incorporation of Certain Documents by Reference
S-2
Presentation of Financial Information
S-3
Summary
S-4
Risk Factors
S-11
Use of Proceeds
S-15
Capitalization
S-16
Description of The Notes
S-18
Tax Considerations
S-26
Underwriting
S-32
Selling Restrictions
S-35
Legal Matters
S-38
Experts
S-38

Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Incorporation of Certain Documents By Reference

1
Presentation of Financial Information

2
Forward-Looking Statements

3
Use of Proceeds

5
Novartis AG

6
Novartis Capital Corporation

8
Novartis Securities Investment Ltd

Legal Ownership of Debt Securities

9
Description of Debt Securities

12
Tax Considerations

23
Plan of Distribution

24
Legal Matters

25
Experts

25
Limitations on Enforcement of U.S. Laws

26
i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this
prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be relied upon as having been authorized.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the notes and the related guarantees to which they relate or an offer to sell or the solicitation of an offer to buy such securities by any person in any
circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this
prospectus supplement or that the information contained in this prospectus supplement and the accompanying prospectus is correct as of any time
subsequent to its date.
As used in this prospectus supplement and the accompanying prospectus, the terms "we", "our", "us", "Novartis", "Group", and similar words or
phrases refer to Novartis AG and its consolidated affiliates. However, each Group company is legally separate from all other Group companies and
manages its business independently through its respective board of directors or similar supervisory body or other top local management body, if
applicable.
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
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In the United Kingdom, this prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial
Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000, as amended ("FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this prospectus
supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this document relates is available in the United Kingdom only to relevant persons and will, in the United Kingdom, be
engaged in only with relevant persons.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to
any such restrictions. See "Underwriting."
S-1
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports with and furnish other reports and information to the Securities and Exchange Commission ("SEC"). You may read and
copy any document we file with or furnish to the SEC on the SEC's website at www.sec.gov. The address of the SEC's website is provided solely for
the information of prospective investors and is not intended to be an active link. Reports and other information concerning our business may also be
inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information contained in documents we file with or furnish to the SEC, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus supplement and the accompanying prospectus.
Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents is
not intended to create any implication that there has been no change in our affairs since the date of the relevant document or that the information
contained in such document is current as of any time subsequent to its date. Any statement contained in such incorporated documents is deemed to be
modified or superseded for the purpose of this prospectus supplement and the accompanying prospectus to the extent that a subsequent statement
contained in another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying
prospectus.
We hereby incorporate by reference into this prospectus supplement and the accompanying prospectus the documents listed below. Unless
otherwise noted, all of the documents listed below have the SEC file number 001-15024:
·
Annual Report on Form 20-F for the year ended December 31, 2019;
·
Report on Form 6-K furnished to the SEC on January 31, 2020; and
·
Each of the following documents that we file with or furnish to the SEC after the date of this prospectus supplement from now until we
terminate the offering of securities under this prospectus supplement, the accompanying prospectus and the registration statement:
·
reports filed under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended; and
·
reports filed or furnished on Form 6-K that indicate that they are incorporated by reference in this prospectus supplement or the
accompanying prospectus.
You may obtain copies of these documents in the manner described above. You may also request copies of these documents at no cost by
contacting us as follows:
Novartis International AG

Novartis Services, Inc.
Investor Relations

Investor Relations
P.O. Box

One Health Plaza
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CH-4002 Basel

East Hanover, NJ 07936
Switzerland

USA
Tel: + 41 61 324 79 44

Tel: + 1 862 778 5052
Fax: + 41 61 324 84 44

E-mail: [email protected]
E-mail: [email protected]

Novartis Capital Corporation does not, and will not, file separate reports with the SEC.
S-2
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PRESENTATION OF FINANCIAL INFORMATION
We present our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards ("IFRS") as
issued by the International Accounting Standards Board. When we refer to "$", we mean U.S. dollars. Except where noted, all financial information is
presented in accordance with IFRS.
S-3
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference.
Novartis AG
Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite
duration. On December 20, 1996, our predecessor companies, Ciba Geigy AG and Sandoz AG, merged into this new entity, creating Novartis. Novartis
AG is domiciled in and governed by the laws of Switzerland. Its registered office is located at Novartis AG, Lichtstrasse 35, CH 4056 Basel,
Switzerland, and its telephone number is +41 61 324 1111.
Novartis is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of
healthcare products, led by innovative pharmaceuticals and also including high-quality generic pharmaceuticals. The Group is headquartered in Basel,
Switzerland. Novartis AG, our Swiss holding company, owns, directly or indirectly, all of our significant operating companies.
Our purpose is to reimagine medicine to improve and extend people's lives. We use innovative science and technology to address some of society's
most challenging healthcare issues. We discover and develop breakthrough treatments and find new ways to deliver them to as many people as possible.
We also aim to reward those who invest their money, time and ideas in our company. Our vision is to be a trusted leader in changing the practice of
medicine. Our strategy is to build a leading, focused medicines company powered by advanced therapy platforms and data science. As we implement
our strategy, we have five priorities to shape our future and help us continue to create value for our company, our shareholders and society: unleash the
power of our people; deliver transformative innovation; embrace operational excellence; go big on data and digital; and build trust with society.
In 2019, Novartis achieved net sales from continuing operations of USD 47.4 billion, while net income from continuing operations amounted to
USD 7.1 billion and net income to USD 11.7 billion. The Group's largest, second-largest and third-largest customers accounted for approximately 18%,
13% and 8% of net sales, respectively, in 2019. Headquartered in Basel, Switzerland, our Group companies employed 104,000 full-time equivalent
associates as of December 31, 2019. Our products are sold in approximately 155 countries around the world.
The Group comprises two global operating divisions:
·
Innovative Medicines: innovative patent-protected prescription medicines; and
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·
Sandoz: generic pharmaceuticals and biosimilars.
Our Innovative Medicines Division researches, develops, manufactures, distributes and sells patented prescription medicines to enhance health
outcomes for patients and healthcare providers. Innovative Medicines is organized into two global business units: Novartis Oncology and Novartis
Pharmaceuticals. Novartis Pharmaceuticals consists of the following global business franchises: Ophthalmology; Neuroscience; Immunology,
Hepatology and Dermatology; Respiratory; Cardiovascular, Renal and Metabolism; and Established Medicines.
Our Sandoz Division develops, manufactures, distributes and sells prescription medicines as well as pharmaceutical active substances that are not
protected by valid and enforceable third-party patents. Sandoz is organized globally into three franchises: Retail Generics; Anti-Infectives and
Biopharmaceuticals. In Retail Generics, Sandoz develops, manufactures and markets active ingredients and finished dosage forms of small molecule
pharmaceuticals to third parties across a broad range of
S-4
Table of Contents
therapeutic areas, as well as finished dosage form anti-infectives sold to third parties. In Anti-Infectives, Sandoz manufactures and supplies active
pharmaceutical ingredients and intermediates--mainly antibiotics--for internal use by Retail Generics and for sale to third-party customers. In
Biopharmaceuticals, Sandoz develops, manufactures and markets protein- or other biotechnology-based products, including biosimilars, and provides
biotechnology manufacturing services to other companies.
In April 2019, we completed the previously announced spin-off of Alcon into a separately traded standalone company. In Novartis AG's annual
report for the year ended December 31, 2019, to comply with IFRS, we have separated the Group's reported financial data for 2019 and prior years into
"continuing" and "discontinued" operations. Discontinued operations include the Alcon eye care devices business and certain corporate activities
attributable to the Alcon business prior to the spin-off, the gain on distribution of Alcon to Novartis AG shareholders and certain other expenses related
to the spin-off.
Our divisions are supported by the following organizational units: the Novartis Institutes for BioMedical Research, Global Drug Development,
Novartis Technical Operations and Novartis Business Services. The financial results of these organizational units are included in the results of the
divisions for which their work is performed. The Novartis Institutes for BioMedical Research ("NIBR") is the innovation engine of Novartis, which
conducts drug discovery research and early clinical development trials for our Innovative Medicines Division. Approximately 5,600 full time equivalent
scientists, physicians and business professionals at NIBR are working to discover new medicines for various diseases at sites located in the US,
Switzerland and China.
Our Global Drug Development ("GDD") organization oversees drug development activities for our Innovative Medicines Division and collaborates
with our Sandoz Division on development of its biosimilars portfolio. GDD works collaboratively with NIBR and with the Innovative Medicines and
Sandoz Divisions to execute our overall pipeline strategy. The GDD organization includes centralized global functions such as Regulatory Affairs and
Global Development Operations, as well as Global Development units aligned with our business franchises. GDD includes approximately 11,000 full-
time equivalent associates worldwide.
Novartis Technical Operations ("NTO") manages manufacturing operations, supply chain, and quality across our Innovative Medicines and Sandoz
Divisions. As the Novartis portfolio evolves, we continue to transform our operations to help ensure we can deliver the innovation and expertise needed
to enable the production of new medical technologies, while increasing efficiency. NTO is expected to enhance capacity planning and adherence to
quality standards, and to lower costs through simplification, standardization and external spend optimization. NTO includes approximately 25,100 full-
time equivalent associates and 60 manufacturing sites across our Innovative Medicines and Sandoz Divisions.
Novartis Business Services ("NBS"), our shared services organization, delivers integrated solutions to all Novartis divisions and units worldwide.
NBS seeks to drive efficiency and effectiveness across Novartis by simplifying and standardizing services across six service domains: human resources,
real estate and facility services, procurement, information technology, commercial and medical support activities, and financial reporting and accounting
operations. NBS has approximately 10,000 full-time equivalent associates in more than 30 countries. NBS works to leverage the full scale of Novartis
to create value across the Company and to free up resources to invest in innovation and our product pipeline. NBS continues to transfer the delivery of
selected services to its five Global Service Centers in Dublin, Ireland; Hyderabad, India; Kuala Lumpur, Malaysia; Mexico City, Mexico; and Prague,
Czech Republic.
Our shares are listed on the SIX Swiss Exchange under the symbol "NOVN" and on the New York Stock Exchange ("NYSE") in the form of
American Depositary Receipts ("ADRs") representing American Depositary Shares ("ADSs") under the symbol "NVS".
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Table of Contents
Novartis Capital Corporation
Novartis Capital Corporation is a finance subsidiary indirectly owned 100% by Novartis AG and was incorporated as a corporation under the laws
of Delaware on July 23, 2008. It exists for the purpose of issuing debt securities, the proceeds of which will be invested by it in marketable securities or
advanced to, or otherwise invested in, subsidiaries or affiliates of Novartis AG. The principal office of Novartis Capital Corporation is located at 1
Health Plaza, East Hanover, New Jersey 07936, USA, and its telephone number is + 1 202 887 1585.
S-6
Table of Contents

The Offering
Notes

$1,000,000,000 aggregate principal amount of 2025 notes
(the "2025 notes")

$1,250,000,000 aggregate principal amount of 2027 notes
(the "2027 notes")

$1,500,000,000 aggregate principal amount of 2030 notes
(the "2030 notes")

$1,250,000,000 aggregate principal amount of 2050 notes
(the "2050 notes")

Issuer
Novartis Capital Corporation

Guarantees
Novartis AG will fully and unconditionally guarantee the
payment of principal, interest and additional amounts, if
any, payable in respect of the notes.

Maturity
The 2025 notes will mature on February 14, 2025.

The 2027 notes will mature on February 14, 2027.

The 2030 notes will mature on August 14, 2030.

The 2050 notes will mature on August 14, 2050.

Interest Rate
The 2025 notes will bear interest at a rate of 1.750%
annually.

The 2027 notes will bear interest at a rate of 2.000%
annually.

The 2030 notes will bear interest at a rate of 2.200%
annually.

The 2050 notes will bear interest at a rate of 2.750%
annually.

Interest Payment Dates
Each February 14 and August 14, commencing on
August 14, 2020. If an interest payment date or
redemption date, or the maturity date, as the case may be,
would fall on a day that is not a business day (as defined
in this prospectus supplement), then the required payment
will be made on the next succeeding business day, but no
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additional interest shall accrue and be paid unless we fail
to make payment on such next succeeding business day.
Regular Record Dates for Interest

Each January 30 and July 30.

Calculation of Interest
Interest on the notes will be calculated on the basis of a
360-day year consisting of twelve 30-day months.
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Table of Contents
Optional Redemption

Prior to January 14, 2025 (the date that is one month prior
to the scheduled maturity date for the 2025 notes) (the
"2025 par call date") in the case of the 2025 notes,
December 14, 2026 (the date that is two months prior to
the scheduled maturity date for the 2027 Notes) (the
"2027 par call date") in the case of the 2027 notes,
May 14, 2030 (the date that is three months prior to the
scheduled maturity date for the 2030 notes) (the "2030 par
call date") in the case of the 2030 notes and February 14,
2050 (the date that is six months prior to the scheduled
maturity date for the 2050 notes) (the "2050 par call date"
and, together with the 2025 par call date, the 2027 par call
date and the 2030 par call date, the "par call dates" and
each a "par call date") in the case of the 2050 notes, the
notes of each series will be redeemable at our option, in
whole or in part, at any time and from time to time at a
redemption price equal to the greater of:

· 100% of the principal amount of the notes to be
redeemed; and

· the sum of the present values of the remaining
scheduled payments of principal and interest on the
notes to be redeemed that would be due if the
applicable series of notes matured on the applicable par
call date, together with, in each case, accrued and
unpaid interest to, but excluding, the date of
redemption.

The present value will be determined by discounting the
remaining principal and interest payments to the
redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months), using the
Treasury Rate (as defined in this prospectus supplement)
plus 0.100% in the case of the 2025 notes, 0.100% in the
case of the 2027 notes, 0.100% in the case of the 2030
notes and 0.150% in the case of the 2050 notes.

At any time on or after the applicable par call date, the
notes will be redeemable at our option, in whole or in
part, at any time and from time to time at a redemption
price equal to 100% of the principal amount of the notes
to be redeemed on that redemption date, together with, in
each case, accrued and unpaid interest to, but excluding,
the date of redemption.
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Table of Contents

See "Description of the Notes--Optional Redemption of
the Notes."

Tax Redemption
In the event of changes in withholding taxes applicable to
payments of interest on the notes in Switzerland or any
other Relevant Taxing Jurisdiction (but excluding, for this
purpose, the United States), we may redeem the notes of
each series in whole (but not in part) at any time, at a
price equal to 100% of their principal amount plus
accrued and unpaid interest to, but excluding, the
redemption date.

See "Description of Debt Securities--Optional
Redemption for Tax Reasons" in the accompanying
prospectus.

Denominations
The notes of each series will be issued only in book-entry
form, in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Ranking
The notes will rank equally in right of payment with all
other existing and future senior, unsecured debt
obligations of Novartis Capital Corporation.

The guarantees will rank equally in right of payment with
all other existing and future senior, unsecured debt
obligations of Novartis AG.

Payment of Additional Amounts
Subject to certain exceptions, if we are required to
withhold or deduct any amount for or on account of any
withholding tax in Switzerland or another Relevant
Taxing Jurisdiction from any payment made on the notes,
we will pay additional amounts on those payments so that
the amount received by noteholders will equal the amount
that would have been received if no such taxes had been
applicable.

See "Description of Debt Securities--Covenants--
Payment of Additional Amounts" in the accompanying
prospectus and "Description of the Notes--Payment of
Additional Amounts" below.

Book-Entry Issuance; Settlement; Clearance
We will issue the notes as global notes in book-entry
form registered in the name of DTC or its nominee. The
sale of the notes will settle in immediately available funds
through DTC. Investors may hold interests in a global
note through organizations that participate, directly or
indirectly, in the DTC system. Those organizations will
include Clearstream and Euroclear in Europe.
S-9
Table of Contents
Governing Law

The notes and the guarantees will be governed by the laws
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of the State of New York.

Further Issuances
We may from time to time, without the consent of the
holders of a series of notes, create and issue further notes
of the same series having the same terms and conditions
in all respects as the notes of that series being offered
hereby, except for the issue date, the issue price and the
first payment of interest thereon. We will not issue any
further notes of a series under the same CUSIP number
unless such further notes are fungible with the notes for
U.S. federal income tax purposes. Any additional 2025
notes issued in this manner will be consolidated with and
will form a single series with the 2025 notes being offered
hereby. Any additional 2027 notes issued in this manner
will be consolidated with and will form a single series
with the 2027 notes being offered hereby. Any additional
2030 notes issued in this manner will be consolidated
with and will form a single series with the 2030 notes
being offered hereby. Any additional 2050 notes issued in
this manner will be consolidated with and will form a
single series with the 2050 notes being offered hereby.

Listing
The notes will not be listed on any securities exchange or
interdealer market quotation system.

Use of Proceeds
We intend to use the net proceeds from the sale of the
notes for general corporate purposes outside of
Switzerland, including the refinancing of existing long-
and short-term indebtedness.

Trustee; Principal Paying Agent; Transfer Agent
HSBC Bank USA, National Association.

Risk Factors
You should carefully consider all of the information in
this prospectus supplement and the accompanying
prospectus, including the documents incorporated by
reference herein and therein, which includes Novartis
AG's annual report on Form 20-F for the year ended
December 31, 2019. In particular, you should evaluate the
specific factors identified under "Risk Factors" beginning
on page S-10 of this prospectus supplement and on
page 11 of Novartis AG's annual report on Form 20-F for
the year ended December 31, 2019.
S-10
Table of Contents
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks relating to the notes described below, as well as the other information
included in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including Novartis AG's annual report on
Form 20-F for the year ended December 31, 2019 and the extensive risk factors relating to our business described therein beginning on page 11
thereof, before making a decision to invest in the notes.
Risks Relating to the Notes
The notes will not be listed and may not have active trading markets.
The notes will be a new issue of securities with no established trading market and will not be listed or displayed on any securities exchange or
included in any interdealer market quotation system, and there may be little or no secondary market for your notes. Even if secondary markets for your
notes develop, they may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the
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Document Outline

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