Obligation Novartys 5.125% ( US66989GAA85 ) en USD

Société émettrice Novartys
Prix sur le marché 100 %  ⇌ 
Pays  Suisse
Code ISIN  US66989GAA85 ( en USD )
Coupon 5.125% par an ( paiement semestriel )
Echéance 10/02/2019 - Obligation échue



Prospectus brochure de l'obligation Novartis US66989GAA85 en USD 5.125%, échue


Montant Minimal 2 000 USD
Montant de l'émission 3 000 000 000 USD
Cusip 66989GAA8
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Novartis est une entreprise pharmaceutique mondiale de premier plan, spécialisée dans la recherche, le développement, la fabrication et la commercialisation de médicaments innovants et de produits de santé pour améliorer la qualité de vie des patients.

L'Obligation émise par Novartys ( Suisse ) , en USD, avec le code ISIN US66989GAA85, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/02/2019







http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
424B2 1 a2190348z424b2.htm 424B2
Use these links to rapidly review the document
Table of Contents
Table of Contents
CALCULATION OF REGISTRATION FEE

Class of Securities Offered
Aggregate Offering Price Amount of Registration Fee(1)

Debt securities of Novartis Capital Corporation

$2,000,000,000

$78,600

Debt securities of Novartis Securities Investment Ltd.

$3,000,000,000

$117,900

Guarantees of Novartis AG in connection with the
guaranteed debt securities of Novartis Capital Corporation
and Novartis Securities Investment Ltd.(2)

--

--

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(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 guaranteed debt securities of Novartis Capital
Corporation and Novartis Securities Investment Ltd.
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (1 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-153696
Prospectus Supplement
(To Prospectus dated September 26, 2008)

Novartis Capital Corporation
$2,000,000,000 4.125% Notes due February 10, 2014
fully and unconditionally guaranteed by
Novartis AG
Issue price: 99.897%
Novartis Securities Investment Ltd.
$3,000,000,000 5.125% Notes due February 10, 2019
fully and unconditionally guaranteed by
Novartis AG
Issue price: 99.822%
Interest payable February 10 and August 10
The 4.125% Notes due February 10, 2014, which we refer to as the "2014 notes," will bear interest at a rate of
4.125% per year. The 5.125% Notes due February 10, 2019, which we refer to as the "2019 notes," will bear
interest at a rate of 5.125% per year. We will pay interest on each of the 2014 notes and the 2019 notes each
February 10 and August 10, commencing on August 10, 2009.
We refer to the 2014 notes and the 2019 notes collectively as the "notes." Unless we redeem the notes earlier, the
2014 notes will mature on February 10, 2014, and the 2019 notes will mature on February 10, 2019. There is no
sinking fund for the notes. The notes will rank equally in right of payment with all our other senior, unsecured
debt obligations.
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (2 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
We may redeem some or all of the notes at any time and from time to time at the redemption prices determined in
the manner described in this prospectus supplement. We may also redeem the 2014 notes and/or the 2019 notes
before their stated maturity at a price equal to 100% of their principal amount plus accrued interest to the
redemption date in the event of certain changes in withholding taxes applicable to payments of interest on the
relevant notes in Switzerland, the United States (in the case of the 2014 notes), Bermuda (in the case of the 2019
notes) or any other Relevant Taxing Jurisdiction (as defined in the accompanying prospectus).
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 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-8 of this prospectus
supplement and on page 6 of Novartis AG's annual report on Form 20-F for the year ended December 31,
2008 incorporated herein by reference.

Price to
Underwriting
Proceeds to




Public
Discount
Issuer

Per 2014 note
99.897%
0.35%
99.547%

Total
$1,997,940,000
$7,000,000
$1,990,940,000

Per 2019 Note
99.822%
0.45%
99.372%

Total
$2,994,660,000
$13,500,000
$2,981,160,000

Plus accrued interest, if any, from February 10, 2009.
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,
société anonyme, or "Clearstream," and Euroclear Bank S.A./N.V., or "Euroclear," against payment in New
York, New York on or about February 10, 2009.
Joint Book-Running Managers
J.P. Morgan

Banc of America Securities LLC

Citi
Goldman, Sachs & Co.
Co-Managers
Barclays Capital

Credit Suisse
Morgan Stanley
UBS Investment Bank
February 4, 2009
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (3 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
Table of Contents
Table of Contents
Prospectus Supplement

Page
About this Prospectus Supplement

S-2
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-8
Use of Proceeds
S-11
Ratios of Earnings to Fixed Charges
S-11
Capitalization
S-12
Description of the Notes
S-13
Tax Considerations
S-19
Underwriting
S-24
Selling Restrictions
S-25
Legal Matters
S-29
Experts
S-29
Prospectus
About this Prospectus

3
Where You Can Find More Information

3
Incorporation of Certain Documents by Reference

3
Presentation of Financial Information

5
Forward-Looking Statements

5
Use of Proceeds

6
Ratios of Earnings to Fixed Charges

6
Novartis AG

7
Novartis Capital Corporation

7
Novartis Securities Investment Ltd.

7
Novartis Finance S.A.

7
Legal Ownership of Debt Securities

8
Description of Debt Securities

11
Tax Considerations

22
Plan of Distribution

23
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (4 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
Legal Matters

24
Experts

24
Limitations on Enforcement of U.S. Laws

25
S-1
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (5 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
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 to which they relate or an offer to sell or the solicitation of an offer to buy such notes 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" and "us"
refer to Novartis AG and its consolidated subsidiaries unless the context requires otherwise.
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."
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports with and furnish other reports and information to the Securities and Exchange
Commission, or the "SEC." You may read and copy any document we file with or furnish to the SEC at the
SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain
documents we file with or furnish to the SEC on the SEC website at www.sec.gov. The address of the SEC's
internet site is provided solely for the information of prospective investors and is not intended to be an active
link. Please visit this website or call the SEC at 1-800-732-0330 for further information about its public reference
room. Reports and other information concerning our business may also be inspected at the offices of the New
York Stock Exchange at 20 Broad 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.
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (6 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
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.
S-2
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (7 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
Table of Contents
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, 2008;
·
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 Exchange Act, 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 (excluding exhibits) at no cost by contacting us as follows:

Novartis International AG
Novartis Finance Corporation
Investor Relations
Investor Relations
P.O. Box
608 Fifth Avenue
CH - 4002 Basel
New York, NY 10020
Switzerland
USA
Tel: +41 61 324 79 44
Tel: +1 212 307 1122
Fax: +41 61 324 84 44
Fax: +1 212 830 2405
E-mail: [email protected]
E-mail: [email protected]
Novartis Capital Corporation and Novartis Securities Investment Ltd. do not, and will not, file separate
reports with the SEC.
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
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (8 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (9 of 100)2/18/2009 10:07:00 AM


http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm
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 the Novartis Group. Novartis AG is domiciled in and
governed by the laws of Switzerland. Its principal office is located at Novartis AG, Lichtstrasse 35, 4056 Basel,
Switzerland, and its telephone number is +41 61 324 1111.
Novartis AG is organized as a holding company which owns, directly or indirectly, all significant operating
companies of the Novartis Group. The Novartis Group is a multinational group of companies specializing in the
research, development, manufacturing and marketing of innovative healthcare products and provides healthcare
solutions that address the evolving needs of patients and societies worldwide with a broad portfolio that includes
innovative medicines, preventive vaccines and diagnostic tools, generic pharmaceuticals and consumer health
products.
Our businesses are divided on a worldwide basis into the following four operating divisions:
·
Pharmaceuticals (brand-name patented pharmaceuticals)
·
Vaccines and Diagnostics (human vaccines and blood-testing diagnostics)
·
Sandoz (generic pharmaceuticals)
·
Consumer Health (over-the-counter medicines, animal health medicines, and contact lenses and
lens-care products)
Our shares are listed in Switzerland on the "EU-Compatible" segment of the SIX Swiss Exchange under the
symbol "NOVN.VX" and our American Depositary Shares are listed on the New York Stock Exchange under the
symbol "NVS." We employed approximately 96,700 full-time equivalent associates as of December 31, 2008 and
have operations in approximately 140 countries around the world.
http://www.sec.gov/Archives/edgar/data/1114448/000104746909000782/a2190348z424b2.htm (10 of 100)2/18/2009 10:07:00 AM


Document Outline