Obligation Novartis 3.4% ( US66989HAG39 ) en USD

Novartis

100 % ▲

Etats-unis

US66989HAG39 ( en USD )

3.4% par an ( paiement semestriel )

06/05/2024 - Obligation échue

Prospectus brochure de l'obligation Novartis US66989HAG39 en USD 3.4%, échue

2 000 USD

2 150 000 000 USD

66989HAG3

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

Novartis est une société pharmaceutique et biomédicale multinationale suisse développant, fabricant et commercialisant des médicaments, des vaccins et d'autres produits de santé.

L'Obligation émise par Novartis ( Etats-unis ) , en USD, avec le code ISIN US66989HAG39, paye un coupon de 3.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2024

L'Obligation émise par Novartis ( Etats-unis ) , en USD, avec le code ISIN US66989HAG39, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Novartis ( Etats-unis ) , en USD, avec le code ISIN US66989HAG39, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
424B5 1 a2218403z424b5.htm FINAL PROSPECTUS SUPPLEMENT
Use these links to rapidly review the document
Table of Contents
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183955

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

Registered

Unit

Price

Registration Fee(1)

3.400% Notes due May 6, 2024

$2,150,000,000

99.287%

$2,134,670,500

$274,945.57

Guarantees of 3.400% Notes due
May 6, 2024(2)

--

--

--

--

4.400% Notes due May 6, 2044

$1,850,000,000

99.196%

$1,835,126,000

$236,364.23

Guarantees of 4,400% Notes due
May 6, 2044(2)

--

--

--

--

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee due for this offering is
$511,309.79.
(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.
1 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183955
Novartis Capital Corporation
$2,150,000,000 3.400% Notes due May 6, 2024
Issue price: 99.287%
$1,850,000,000 4.400% Notes due May 6, 2044
Issue price: 99.196%
fully and unconditionally guaranteed by
Novartis AG
Interest payable May 6 and November 6
The 3.400% Notes due May 6, 2024, which we refer to as the "2024 notes," will bear interest at a rate of 3.400% per year. The 4.400%
Notes due May 6, 2044, which we refer to as the "2044 notes," will bear interest at a rate of 4.400% per year. We will pay interest on each
of the 2024 notes and the 2044 notes each May 6 and November 6, commencing on May 6, 2014.
We refer to the 2024 notes and the 2044 notes collectively as the "notes." Unless we redeem the notes earlier, the 2024 notes will mature on
May 6, 2024 and the 2044 notes will mature on May 6, 2044. 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.
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 2024 notes and/or the 2044 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 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 8 of
Novartis AG's annual report on Form 20-F for the year ended December 31, 2013 incorporated herein by reference.

Price to
Underwriting
Proceeds to

Public
Discount
Issuer

Per 2024 Note
99.287%
0.450%
98.837%

Total
$2,134,670,500
$

9,675,000
$2,124,995,500

Per 2044 Note
99.196%
0.750%
98.446%

Total
$1,835,126,000
$13,875,000
$1,821,251,000

Plus accrued interest, if any, from February 21, 2014.
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 21, 2014.
Joint Book-Running Managers
BofA Merrill Lynch Goldman, Sachs & Co. Barclays Citigroup Credit Suisse Deutsche Bank Securities J.P. Morgan
Co-Managers
BNP PARIBAS HSBC Morgan Stanley RBS UBS Investment Bank
February 18, 2014
2 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
Table of Contents
Prospectus Supplement

Page

About This Prospectus Supplement
S-1

Where You Can Find More Information
S-1

Incorporation of Certain Documents by Reference
S-1

Presentation of Financial Information
S-2

Summary
S-3

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-21

Underwriting
S-27

Selling Restrictions
S-30

Legal Matters
S-32

Experts
S-32
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
4

Ratios of Earnings to Fixed Charges
4

Novartis AG
5

Novartis Capital Corporation
5

Novartis Securities Investment Ltd
5

Legal Ownership of Debt Securities
6

Description of Debt Securities
9
3 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...

Tax Considerations
20

Plan of Distribution
21

Legal Matters
22

Experts
22

Limitations on Enforcement of U.S. Laws
23
i
4 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
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", "us" and "Group" refer to Novartis
AG and its consolidated affiliates unless the context requires otherwise.
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, (iii) are outside the United Kingdom, or (iv) 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) 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"). 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
only to relevant persons and will 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."
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.
S-1
5 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
Table of Contents
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, 2013;
·
Report on Form 6-K furnished to the SEC on February 18, 2014 with a statement of computation of the ratio of earnings to
fixed charges; 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
(excluding exhibits) at no cost by contacting us as follows:
Novartis International AG

Novartis Services, Inc.
Investor Relations
Investor Relations
P.O. Box
One South Ridgedale Avenue
CH - 4002 Basel
East Hanover, NJ 07936
Switzerland
USA
Tel: + 41 61 324 79 44
Tel: + 1 212 307 1122
Fax: + 41 61 324 84 44
Fax: + 1 212 246 0185
E-mail:
E-mail:
[email protected]
[email protected]
Novartis Capital Corporation does 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-2
6 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
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, CH-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 a broad range of healthcare products, led by innovative pharmaceuticals. We provide healthcare solutions that address the
evolving needs of patients and societies worldwide.
Our wholly-owned businesses are organized into six global operating divisions and we report our results in the following five
segments:
·
Pharmaceuticals: Innovative patent-protected prescription medicines
·
Alcon: Surgical, ophthalmic pharmaceutical and vision care products
·
Sandoz: Generic pharmaceuticals
·
Vaccines and Diagnostics: Preventive human vaccines and blood testing diagnostics (following the January 9, 2014
completion of the divestment of our blood transfusion diagnostics unit to Grifols S.A., the division now consists only of
Vaccines)
·
Consumer Health: OTC (over-the-counter medicines) and Animal Health
The Novartis Group is the only healthcare company globally with leading positions in each of these areas. To maintain our
competitive positioning across these growing segments of the healthcare industry, we place a strong focus on innovating to meet the
evolving needs of patients around the world, growing our presence in new and emerging markets, and enhancing our productivity to invest
for the future and increase returns to shareholders.
Our shares are listed in Switzerland on the SIX Swiss Exchange under the symbol "NOVN" and our American Depositary
Receipts representing American Depositary Shares are listed on the New York Stock Exchange under the symbol "NVS." We employed
approximately 135,696 full-time equivalent associates as of December 31, 2013 and sell products in approximately 155 countries around
the world.

S-3
7 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
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 230 Park Avenue, 21st Floor, New York, New York 10169, USA, and its telephone
number is + 1 212 307 1122.

S-4
8 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
Table of Contents

The Offering
Notes
$2,150,000,000 principal amount of 2024 notes
$1,850,000,000 principal amount of 2044 notes
Issuer
Novartis Capital Corporation
Guarantees
Novartis AG will fully and unconditionally guarantee the payment of principal, interest and additiona
amounts, if any, payable in respect of the notes.
Maturity
The 2024 notes will mature on May 6, 2024.
The 2044 notes will mature on May 6, 2044.
Interest Rate
The 2024 notes will bear interest at a rate of 3.400% annually.
The 2044 notes will bear interest at a rate of 4.400% annually.
Interest Payment Dates
For each of the 2024 notes and the 2044 notes, every May 6 and November 6, commencing on May 6
2014. If an interest payment date or redemption date, or the maturity date, as the case may be, for the
notes would fall on a Saturday, Sunday or a day on which banking institutions in the City of New Yor
or Zurich, Switzerland, are authorized or obligated by law, regulation or executive order to be
closed, then the interest payment date, redemption date or maturity date, as the case may be, will be
postponed to the next succeeding business day, but no additional interest shall be paid unless we fail
to make payment on such next succeeding business day.
Regular Record Dates for

Interest
For each of the 2024 notes and the 2044 notes, every April 21 and October 22.
Calculation of Interest
Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
Optional Make-Whole
The notes will be redeemable at our option, in whole or in part, at any time and from time to time.
Redemption
See "Description of the Notes -- Optional Make-Whole Redemption of the Notes." Upon redemption
we will pay 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,

together with, in each case, accrued interest to the date of redemption.

S-5
9 of 64
2/19/2014 2:47 PM

http://www.sec.gov/Archives/edgar/data/1114448/000104746914001027...
Table of Contents

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 0.15% in the case o
the 2024 notes and 0.15% in the case of the 2044 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 in whole (but not in part) at any time, at a price equal to 100% of
their principal amount plus accrued interest to the redemption date.

See "Description of Debt Securities -- Optional Redemption for Tax Reasons" in the accompanying
prospectus.
Denominations
The notes 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 senior, unsecured debt obligations of
Novartis Capital Corporation.

The guarantees will rank equally in right of payment with all other 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, the United States 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.
Repayment
The notes will not be subject to repayment at the option of the holder prior to maturity.
Events of Default
The events of default are subject to a number of important qualifications and exceptions. See
"Description of Debt Securities -- Events of Default" in the accompanying prospectus and
"Description of the Notes -- Events of Default" below.
Sinking Fund
None.

S-6
10 of 64
2/19/2014 2:47 PM