Exhibit

ALCON INC. INTERIM FINANCIAL REPORT



INDEX	Page
Operating Performance	2
Liquidity and Capital Resources	11
Condensed Consolidated Interim Financial Statements (unaudited)
Consolidated Income Statement	15
Consolidated Statement of Comprehensive (Loss)/Income	16
Consolidated Balance Sheet	17
Consolidated Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19
Notes to Condensed Consolidated Interim Financial Statements	20
Supplementary Information
Non-IFRS Measures as Defined by the Company	36
Reconciliation of IFRS Results to Core Results	38
EBITDA	42
Cash Flow and Net (Debt)/Liquidity	42
Net (Debt)/Liquidity	43
Free Cash Flow	43
Disclaimer	44

OPERATING PERFORMANCE

Key figures



	Three months ended September 30				Change %				Nine months ended September 30				Change %
($ millions unless indicated otherwise)	2020		2019		$		cc⁽¹⁾		2020		2019		$		cc⁽¹⁾

Net sales to third parties	1,818		1,841		(1	)	(1	)	4,838		5,481		(12	)	(11	)
Gross profit	848		950		(11	)	(11	)	2,065		2,749		(25	)	(23	)
Operating (loss)	(129	)	(18	)	nm		nm		(623	)	(119	)	nm		nm
Operating margin (%)	(7.1	)	(1.0	)					(12.9	)	(2.2	)
Net (loss)	(147	)	(66	)	(123	)	(111	)	(626	)	(565	)	(11	)	(6	)
Basic and diluted (loss) per share ($)⁽²⁾	(0.30	)	(0.14	)	(114	)	(110	)	(1.28	)	(1.16	)	(10	)	(6	)

Core results⁽¹⁾
Core operating income	279		320		(13	)	(11	)	502		944		(47	)	(43	)
Core operating margin (%)	15.3		17.4						10.4		17.2
Core net income	193		224		(14	)	(11	)	309		702		(56	)	(52	)
Core basic earnings per share ($)⁽²⁾	0.39		0.46		(15	)	(11	)	0.63		1.44		(56	)	(52	)
Core diluted earnings per share ($)⁽³⁾	0.39		0.46		(15	)	(11	)	0.63		1.43		(56	)	(52	)

nm = not meaningful


(1)	Core results and constant currencies (cc) as presented in this table are non-IFRS measures. Alcon uses certain non-IFRS metrics when measuring performance, including when measuring current period results against prior periods. Refer to the 'Supplementary Information' section for additional information and reconciliation tables.


(2)	Calculated using 489.1 million and 488.9 million weighted-average shares for the three and nine months ended September 30, 2020, respectively, and 488.2 million shares for the prior year periods. Per share amounts may not add across quarters due to rounding.

(3)

Calculated using 492.0 million and 491.7 million weighted-average diluted shares for the three and nine months ended September 30, 2020, respectively, and 490.6 million and 489.6 million weighted-average diluted shares for the three and nine months ended September 30, 2019, respectively. Refer to the 'Supplementary Information' section for additional details. Per share amounts may not add across quarters due to rounding.

All comments below focus on constant currencies (cc) movements unless otherwise noted.

Net sales by segment



	Three months ended September 30		Change %				Nine months ended September 30		Change %
($ millions unless indicated otherwise)	2020	2019	$		cc⁽¹⁾		2020	2019	$		cc⁽¹⁾

Surgical
Implantables	290	287	1		2		776	872	(11	)	(10	)
Consumables	526	571	(8	)	(8	)	1,365	1,710	(20	)	(20	)
Equipment/other	180	161	12		13		441	488	(10	)	(8	)
Total Surgical	996	1,019	(2	)	(2	)	2,582	3,070	(16	)	(15	)

Vision Care
Contact lenses	517	518	—		(1	)	1,348	1,509	(11	)	(10	)
Ocular health	305	304	—		1		908	902	1		2
Total Vision Care	822	822	—		—		2,256	2,411	(6	)	(5	)
Net sales to third parties	1,818	1,841	(1	)	(1	)	4,838	5,481	(12	)	(11	)

(1) Constant currencies is a non-IFRS measure. Refer to the 'Supplementary Information' section for additional information.

Third quarter

Surgical

Surgical net sales were $1.0 billion (-2%, -2% cc). Implantables increased (+1%, +2% cc), driven by growing adoption of AcrySof IQ PanOptix trifocal IOLs benefiting from the launch in the US, partially offset by continued impacts from the COVID-19 pandemic on demand in monofocal IOLs. Consumables declined (-8%, -8% cc) due to continued impacts from the COVID-19 pandemic. Equipment/other increased (+12%, +13% cc). Approximately half of the increase was driven by innovation in surgical diagnostics and phaco accessories and the other half was driven by a one-time benefit. Sales in the prior year period benefited by approximately 1% from consumer buying patterns in anticipation of a Japan consumption tax increase which took effect in the fourth quarter of 2019.

Vision Care

Vision Care net sales were $822 million (0%, 0% cc), impacted by the continued effects of the COVID-19 pandemic. Contact lenses were in line with prior year (0%, -1% cc) as the launch of Precision1 was offset by declines in other daily disposable lenses. Ocular health sales were in line with prior year (0%, +1% cc) as sales of Pataday and Systane were offset by declines in other artificial tears and contact lens care. Sales in the prior year period benefited by approximately 1% from consumer buying patterns in anticipation of a Japan consumption tax increase which took effect in the fourth quarter of 2019.

Nine months

Surgical

Surgical net sales were $2.6 billion (-16%, -15% cc), impacted by a broad slowdown in non-urgent surgeries due to the COVID-19 pandemic in the second quarter with substantial recovery in the third quarter. Implantables declined (-11%, -10% cc) with lower demand in monofocal IOLs, partially offset by growth in Advanced Technology IOLs, mainly AcrySof IQ PanOptix. Consumables declined (-20%, -20% cc), primarily impacted by declining procedures due to the COVID-19 pandemic. Equipment/other declined (-10%, -8% cc), primarily due to a broad slowdown from the COVID-19 pandemic.

Vision Care

Vision Care net sales were $2.3 billion (-6%, -5% cc), impacted by lower demand due to the COVID-19 pandemic. Contact lenses declined (-11%, -10% cc) across most categories and geographies, partially offset by the launch of Precision1. Ocular health increased (+1%, +2% cc), driven by Pataday and Systane, partially offset by declines in contact lens care.

Operating (loss)/income



	Three months ended September 30				Change %				Nine months ended September 30				Change %
($ millions unless indicated otherwise)	2020		2019		$		cc⁽¹⁾		2020		2019		$		cc⁽¹⁾

Gross profit	848		950		(11	)	(11	)	2,065		2,749		(25	)	(23	)
Selling, general & administration	(685	)	(717	)	4		5		(1,957	)	(2,133	)	8		8
Research & development	(216	)	(179	)	(21	)	(20	)	(518	)	(492	)	(5	)	(5	)
Other income	7		17		(59	)	(55	)	25		35		(29	)	(24	)
Other expense	(83	)	(89	)	7		9		(238	)	(278	)	14		14
Operating (loss)	(129	)	(18	)	nm		nm		(623	)	(119	)	nm		nm
Operating margin (%)	(7.1	)	(1.0	)					(12.9	)	(2.2	)

Core results⁽¹⁾
Core gross profit	1,116		1,175		(5	)	(5	)	2,903		3,489		(17	)	(15	)
Core operating income	279		320		(13	)	(11	)	502		944		(47	)	(43	)
Core operating margin (%)	15.3		17.4						10.4		17.2

nm = not meaningful


(1)	Core results and constant currencies are non-IFRS measures. Refer to the 'Supplementary Information' section for additional information and reconciliation tables.

Third quarter

Operating loss was $129 million, compared to $18 million in the prior year period. The current year period was impacted by a $61 million impairment of an intangible asset, increased inventory provisions, and losses for manufacturing asset retirements, partially offset by lower separation costs. In addition, the COVID-19 pandemic resulted in lower sales, higher unabsorbed fixed overhead costs and labor inefficiencies of $26 million for manufacturing plants operating at below normal capacity and increased provisions for expected credit losses, partially offset by reductions in discretionary spending. The prior year period included a benefit of $38 million from fair value adjustments of contingent consideration liabilities. There was a negative 0.4 percentage point impact on operating margin from currency.

Adjustments to arrive at core operating income were $408 million, mainly due to $255 million of amortization, $61 million impairment of an intangible asset and $48 million of separation costs.

Core operating income was $279 million (-13%, -11% cc), compared to $320 million in the prior year period. The current year period was impacted by increased inventory provisions and the COVID-19 pandemic which resulted in lower sales, higher unabsorbed fixed overhead costs and labor inefficiencies of $26 million and increased provisions for expected credit losses, partially offset by reductions in discretionary spending. There was a negative 0.4 percentage point impact on core operating margin from currency.

Nine months

Operating loss was $623 million, compared to $119 million in the prior year period. The COVID-19 pandemic resulted in lower sales, higher unabsorbed fixed overhead costs and labor inefficiencies of $90 million, and increased provisions for expected credit losses, partially offset by reductions in discretionary spending. The current year period also included $181 million of separation costs, $118 million in impairments of intangible assets, increased inventory provisions, higher transformation program costs, higher investments in research and development, losses for manufacturing asset retirements and lower fair value adjustments of contingent consideration liabilities, while the prior year period included $155 million of separation costs, $72 million of spin readiness costs and $32 million in legal settlement costs. There was a negative 0.8 percentage point impact on operating margin from currency.

Adjustments to arrive at core operating income were $1.1 billion, mainly due to $772 million of amortization, $181 million of separation costs, $118 million in impairments of intangible assets, $34 million of transformation program costs and a $39 million benefit for fair value adjustments of contingent liabilities.

Core operating income was $502 million (-47%, -43% cc), compared to $944 million in the prior year period. The COVID-19 pandemic resulted in lower sales, higher unabsorbed fixed overhead costs and labor inefficiencies of $90 million and increased provisions for expected credit losses, partially offset by reductions in discretionary spending. The current year period also included increased inventory provisions and higher investments in research and development. There was a negative 0.5 percentage point impact on core operating margin from currency.

Segment contribution⁽¹⁾



($ millions unless indicated otherwise)	Three months ended September 30				Change %				Nine months ended September 30				Change %
($ millions unless indicated otherwise)	2020		2019		$		cc⁽²⁾		2020		2019		$		cc⁽²⁾

Surgical segment contribution	240		229		5		7		420		692		(39	)	(37	)
As % of net sales	24.1		22.5						16.3		22.5
Vision Care segment contribution	125		159		(21	)	(21	)	313		460		(32	)	(29	)
As % of net sales	15.2		19.3						13.9		19.1
Not allocated to segments	(494	)	(406	)	(22	)	(21	)	(1,356	)	(1,271	)	(7	)	(7	)
Operating (loss)	(129	)	(18	)	nm		nm		(623	)	(119	)	nm		nm
Core adjustments⁽²⁾	408		338						1,125		1,063
Core operating income⁽²⁾	279		320		(13	)	(11	)	502		944		(47	)	(43	)

nm = not meaningful


(1)	For additional information regarding segment contribution, please refer to Note 4 to the Condensed Consolidated Interim Financial Statements.


(2)	Core results and constant currencies are non-IFRS measures. Refer to the 'Supplementary Information' section for additional information and reconciliation tables.

Third quarter

Surgical

Surgical segment contribution was $240 million (+5%, +7% cc), compared to $229 million in the prior year period. Surgical segment contribution benefited from favorable product and geographical mix and reductions in discretionary spending, partially offset by lower sales, higher unabsorbed fixed overhead costs and labor inefficiencies and increased provisions for expected credit losses due to the COVID-19 pandemic. There was a negative 0.4 percentage point impact on segment contribution margin from currency.

Vision Care

Vision Care segment contribution was $125 million (-21%, -21% cc), compared to $159 million in the prior year period. Increased inventory provisions and higher unabsorbed fixed overhead costs and labor inefficiencies were partially offset by reductions in discretionary spending. There was a negative 0.2 percentage point impact on segment contribution margin from currency.

Not allocated to segments

Operating loss not allocated to segments totaled $494 million (-22%,-21% cc), compared to $406 million in the prior year period. The increase in amounts not allocated was primarily driven by a $61 million impairment of an intangible asset in the current year period.

Nine months

Surgical

Surgical segment contribution was $420 million (-39%, -37% cc), compared to $692 million in the prior year period. The COVID-19 pandemic resulted in a slowdown in sales, higher unabsorbed fixed overhead costs and labor inefficiencies and provisions for expected credit losses, partially offset by reductions in discretionary spending. The current year period also included higher investments in research and development. There was a negative 0.4 percentage point impact on segment contribution margin from currency.

Vision Care

Vision Care segment contribution was $313 million (-32%, -29% cc), compared to $460 million in the prior year period. The COVID-19 pandemic resulted in lower sales and higher unabsorbed fixed overhead costs and labor inefficiencies, partially offset by reductions in discretionary spending. The current year period also included higher inventory provisions. There was a negative 0.4 percentage point impact on segment contribution margin from currency.

Not allocated to segments

Operating loss not allocated to segments totaled $1.4 billion (-7%,-7% cc), compared to a loss of $1.3 billion in the prior year period. The increase in amounts not allocated was primarily due to $118 million in impairments of intangible assets in the current year period.

Non-operating income & expense



	Three months ended September 30				Change %				Nine months ended September 30				Change %
($ millions unless indicated otherwise)	2020		2019		$		cc⁽¹⁾		2020		2019		$		cc⁽¹⁾

Operating (loss)	(129	)	(18	)	nm		nm		(623	)	(119	)	nm		nm
Interest expense	(32	)	(35	)	9		8		(93	)	(79	)	(18	)	(19	)
Other financial income & expense	(7	)	(11	)	36		37		(23	)	(27	)	15		14
(Loss) before taxes	(168	)	(64	)	(163	)	(150	)	(739	)	(225	)	(228	)	(214	)
Taxes	21		(2	)	nm		nm		113		(340	)	nm		nm
Net (loss)	(147	)	(66	)	(123	)	(111	)	(626	)	(565	)	(11	)	(6	)
Basic and diluted (loss) per share ($)	(0.30	)	(0.14	)	(114	)	(110	)	(1.28	)	(1.16	)	(10	)	(6	)

Core results⁽¹⁾
Core taxes	(47	)	(50	)	6		7		(77	)	(136	)	43		40
Core net income	193		224		(14	)	(11	)	309		702		(56	)	(52	)
Core basic earnings per share ($)	0.39		0.46		(15	)	(11	)	0.63		1.44		(56	)	(52	)
Core diluted earnings per share ($)	0.39		0.46		(15	)	(11	)	0.63		1.43		(56	)	(52	)

nm = not meaningful


(1)	Core results and constant currencies are non-IFRS measures. Refer to the 'Supplementary Information' section for additional information and reconciliation tables.

Third quarter

Interest expense

Interest expense was $32 million, compared to $35 million in the prior year period. The change was driven by more favorable interest rates in the current year period partially offset by interest for the senior notes issued in late May 2020.

Other financial income & expense

Other financial income & expense, consisting primarily of hedging costs and foreign currency exchange gains and losses, was a net expense of $7 million, compared to $11 million the prior year period.

Taxes

Tax benefit was $21 million compared to a $2 million expense in the prior year period, primarily due to the overall impact of COVID-19 on profitability. The prior year period included a non-cash tax expense of $5 million related to the re-measurement of deferred tax assets and liabilities following a tax rate change in India.

Adjustments to arrive at core tax expense were $68 million, primarily related to tax associated with operating income core adjustments.

Core tax expense was $47 million, compared to $50 million in the prior year period. The average core tax rate was 19.6% compared to 18.2% in the prior year period, primarily related to the mix of pre-tax income/(loss) across geographical tax jurisdictions, the impact of the Swiss tax reform and the overall impact of COVID-19 on profitability.

Net (loss)/income and (loss)/earnings per share

Net loss was $147 million, compared to $66 million in the prior year period. The change was mainly attributable to the increased operating loss. The associated basic and diluted loss per share were $0.30, compared to $0.14 in the prior year period.

Core net income was $193 million, compared to $224 million in the prior year period, primarily due to lower core operating income. The associated core basic and diluted earnings per share were $0.39, compared to $0.46 in the prior year period.

Nine months

Interest expense

Interest expense was $93 million, compared with $79 million in the prior year period, driven by an increase in third party debt following our spin-off (the "Spin-off") from Novartis AG ("Novartis" or "Former Parent") and additional senior notes issued in late May 2020.

Other financial income & expense

Other financial income & expense was a net expense of $23 million, compared with $27 million in the prior year period.

Taxes

Tax benefit was $113 million, compared to a tax expense of $340 million in the prior year period. Taxes recognized in the prior year period include a $301 million non-cash tax expense related to the re-measurement of deferred tax assets and liabilities as a result of Swiss tax reform, a $68 million non-cash tax expense primarily for re-measurement of deferred tax balances related to rate changes in the US following legal entity reorganizations executed related to the Spin-off, and a $5 million non-cash tax expense following a tax rate change in India, partially offset by net changes in uncertain tax positions.

Adjustments to arrive at core tax expense were $190 million, primarily related to tax associated with operating income core adjustments, partially offset by tax expense from the delayed spin of a subsidiary.

Core tax expense was $77 million, compared to $136 million in the prior year period. The average core tax rate increased to 19.9% from 16.2% in the prior year period. The increase in the core effective tax rate was primarily driven by the increase in Swiss tax rate, lower return on sales as a result of the COVID-19 impact, net changes in uncertain tax positions and the mix of pre-tax income/(loss) across geographical tax jurisdictions.

Net (loss)/income and (loss)/earnings per share

Net loss was $626 million, compared to $565 million in the prior year period. The change was mainly attributable to the increased operating loss, offset by the tax benefit in the current period compared to the large tax expense in the prior year period. The associated basic and diluted loss per share were $1.28, compared to $1.16 in the prior year period.

Core net income was $309 million, compared to $702 million in the prior year period, primarily due to lower core operating income. The associated core basic earnings per share were $0.63 compared to $1.44 in the prior year period, and core diluted earnings per share were $0.63, compared to $1.43 in the prior year period.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow

Net cash flows from operating activities amounted to $384 million, compared to $574 million in the prior year period. The current year was impacted by lower sales, changes in net working capital and timing of tax payments driven by the COVID-19 pandemic, and increased interest payments on our financial debts following the Spin-off. The prior year period was impacted by changes in net working capital and payments due to a legal settlement.

Changes in net working capital in the current year were primarily driven by the COVID-19 pandemic. Decreased sales resulted in increased inventory while management of discretionary spending led to a decrease in trade payables. There were also decreases in trade receivables as collections outpaced new sales, and reductions in other current assets due to decreases in the current portion of long-term receivables and finance lease agreements from customers, and other receivables. The net change in other current liabilities was driven by the timing of annual employee short-term incentive payments. Changes in net working capital in the prior year period were primarily driven by increased trade receivables, in line with sales, and contract manufacturing receivables from our Former Parent, which are included within other current assets. The prior year period trade payables were impacted by various transition agreements and separation costs incurred. Refer to Note 9 of the Condensed Consolidated Interim Financial Statements for additional details regarding changes within net working capital.

Net cash flows used in investing activities amounted to $334 million, compared to $721 million in the prior year period, primarily due to the acquisition of PowerVision in March 2019 and reduced capital spending in 2020 as a result of the COVID-19 pandemic. Refer to Note 3 of the Condensed Consolidated Interim Financial Statements for additional information on the PowerVision acquisition.

Net cash flows from financing activities amounted to $523 million, compared to $703 million in the prior year period. Cash inflows in the current year include the issuance of senior notes in late May 2020, partially offset by repayments of current financial debts, realized foreign exchange losses, lease payments and withholding taxes paid upon net settlements of equity-based compensation. Cash inflows in the prior year period were attributable to net proceeds totaling $3.4 billion from the issuance and repayment of non-current and current financial debts, partially offset by $2.7 billion for net cash payments made to our Former Parent and its affiliates prior to the Spin-off.

Free cash flow (non-IFRS measure)

Free cash flow amounted to an inflow of $115 million, compared to an inflow of $260 million in the prior year period, driven by decreased cash flows from operating activities partially offset by lower purchases of property, plant and equipment.

For additional information regarding free cash flow, which is a non-IFRS measure, see the explanation of non-IFRS measures and reconciliation tables in the 'Supplementary Information' section.

Balance sheet

Assets

Total non-current assets were $22.6 billion as of September 30, 2020, a decrease of $785 million when compared to $23.4 billion as of December 31, 2019. There was a decrease of $845 million in Intangible assets other than goodwill related to recurring amortization and asset impairments. Financial assets decreased $96 million primarily due to movement of balances to Other current assets as maturity has become less than twelve months. Property, plant, and equipment increased $111 million primarily due to capital expenditures, partially offset by depreciation.

Total current assets were $4.8 billion as of September 30, 2020, an increase of $544 million when compared to $4.2 billion as of December 31, 2019. Cash and cash equivalents increased $587 million attributable to the net impact of operating, investing, and financing activities as described in the preceding section. Inventories increased $143 million primarily driven by decreased demand due to the COVID-19 pandemic. Trade receivables decreased $102 million as collections outpaced new receivables from slower sales due to the COVID-19 pandemic. Other current assets decreased $93 million primarily due to utilization of amounts in escrow to settle contingent consideration obligations, decreases in the current portion of long-term receivables and finance lease agreements from customers, and other receivables.

Liabilities

Total non-current liabilities were $6.7 billion as of September 30, 2020, an increase of $619 million when compared to $6.1 billion as of December 31, 2019. Financial debts increased $710 million, primarily due to the issuance of $750 million of senior notes on May 27, 2020, and Deferred tax liabilities decreased $188 million in line with recurring amortization of intangible assets.

Total current liabilities were $2.1 billion as of September 30, 2020, a decrease of $213 million when compared to $2.3 billion as of December 31, 2019. There was a decrease in Provisions and other current liabilities of $141 million primarily attributable to timing of annual employee short-term incentive payments and settlement of contingent consideration obligations. Financial debts decreased $86 million primarily due to the payment of certain local debt facilities, partially offset by movement of balances from non-current Financial debts.

Equity

Equity was $18.7 billion as of September 30, 2020, a decrease of $647 million when compared to $19.3 billion as of December 31, 2019.

Net (debt)/liquidity (non-IFRS measure)

Net debt of $2.7 billion as of September 30, 2020 increased $21 million compared to December 31, 2019. Alcon's liquidity amounted to $1.4 billion as of September 30, 2020, compared to $823 million as of December 31, 2019. Total financial debt amounted to $4.1 billion as of September 30, 2020, compared to $3.5 billion as of December 31, 2019. The average maturity of financial debts outstanding as of September 30, 2020 is 9.2 years.

For additional information regarding net (debt)/liquidity, which is a non-IFRS measure, see the explanation of non-IFRS measures and reconciliation tables in the 'Supplementary Information' section.

Additional COVID-19 considerations

In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic. The pandemic triggered widespread shelter-in-place orders, business shutdowns and the deferral of non-urgent surgical procedures. In response, our Global Crisis Management team implemented a variety of business continuity measures and safety action plans. As the world continues to face this pandemic, Alcon remains fully committed to serving the eye care professionals, patients and consumers who depend on us, and the health and safety of our associates and our community remain our highest priority.

Associate safety

To protect our associates, we implemented a response framework with recommended COVID-19 prevention, containment and mitigation measures. For example, we implemented procedures earlier this year including limiting the number of people in one area at a time, modifying workstation arrangements, screening temperatures daily, minimizing the cross flow of people between shifts to reduce potential exposure and enhancing cleaning of our facilities. We have also mandated wearing masks, implemented robust contact tracing and are managing our return to the workplace in line with local conditions. Our sales and customer service teams are equipped with the tools to keep them healthy and safe, including pre-visit checklists and appropriate personal protective equipment (“PPE”).

Community support

To assist vulnerable populations affected, directly or indirectly, by COVID-19, the Alcon Foundation has made monetary donations to local, national and global organizations to support meal programs for children and seniors, provide essential supplies to shelters and aid public health emergency relief efforts. We donated PPE, including Alcon-manufactured hand sanitizer and splashguards, as well as eye drops for front line workers. We have also donated eye care products to support eye surgeries and other eye care services for under-served patients.

Supply chain continuity

To protect our customers and the patients who depend on our products, we continue to manufacture and supply our products and are actively working to mitigate any potential supply chain disruptions. Prior to the current crisis, we developed a diverse manufacturing footprint, which has enabled us to maintain sufficient inventory on hand. We have enhanced our business continuity plans to ensure our supply chain is maintained. We generally target 12 weeks of customer-ready products in our supply chain and, for most of our products, we are at or close to this level. Our Procurement teams are staying in close contact with our critical suppliers to maintain access to raw materials and other components. When necessary, we are also utilizing alternative methods of product distribution and supplier sourcing, as well as alternative shipping options where possible. In addition, we have partnered with industry trade groups and the medical community as they developed new protocols to serve patients safely during the pandemic.

Net sales trends

Surgical and Vision Care net sales substantially improved in the third quarter, led by North America. Uncertainty remains as we expect the pace of recovery will continue to vary on a market by market basis, depending on existing capacity, differences between private and public channels, hospitals and non-hospital settings, the nature of patient needs and sense of safety. Based on these factors, we believe we will likely see a continued impact from COVID-19 during the fourth quarter of 2020.

Financial measures

We ended the third quarter of 2020 with $1.4 billion in cash and cash equivalents, following the issuance of $750 million of senior notes in late May 2020. Collections improved compared to the prior quarter; however, we may see delays or reductions in collections in the coming months as we work with our customers during this pandemic. As a result, we have taken significant steps to manage our cash flow as markets recover. These actions have included:


•	Adjusting production volumes to align with demand expectations;


•	Managing discretionary spending, in line with sales recovery, and phasing capital expenditures while continuing with separation, transformation and strategic investment priorities;


•	Delaying initiation of our first dividend to 2021; and


•	Issuing $750 million of senior notes in late May 2020.

Because we believe these conditions are transitory, we are not making structural changes to our operational costs that could impede our ability to fully ramp up when most geographic markets recover.

Key assumptions

Management has assessed the past and potential impact of the adverse effects of COVID-19 on Alcon’s results of operation, cash flows, and liquidity. The preparation of financial statements requires management to make certain estimates and assumptions, either at the balance sheet date or during the period that affects the reported amounts of assets and liabilities as well as revenues and expenses. In particular, the presented Condensed Consolidated Interim Financial Statements for the period ended September 30, 2020 required the use of significant estimates and assumptions pertaining to the impact of COVID-19 on Alcon's operations, results, and liquidity. Key assumptions include:


•	The COVID-19 outbreak will have a continued impact on the fourth quarter of 2020, but the pace of recovery will continue to vary on a market by market basis;


•	Our manufacturing sites will continue operating at below normal capacity until demand normalizes;


•	We will retain our associates and meet supplier obligations while managing discretionary costs and phasing certain capital expenditures; and


•	Separation, transformation and strategic investment priorities will continue.

Actual outcomes and results could differ materially from our estimates and assumptions. For example, extended or new COVID-19 related shut-down periods or slower recovery periods could result in an inability to manufacture products, reduced sales, incremental provisions for expected customer credit losses and inventory, incremental costs, reduced cash on hand, and increased debt or impairments of assets. We use the US Dollar as our reporting currency and are therefore also exposed to foreign currency exchange movements, primarily in Euros, Japanese Yen, Chinese Renminbi, Swiss Francs, and emerging market currencies.

Financial debts

Our financial debts do not have any major maturities before 2024 and do not contain any financial covenants. Our $1 billion revolving credit facility remained undrawn as of November 10, 2020 and there are no current limitations on our ability to borrow under the facility.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF ALCON INC.

Consolidated income statement (unaudited)



		Three months ended September 30				Nine months ended September 30
($ millions except (loss) per share)	Note	2020		2019		2020		2019
Net sales to third parties	4	1,818		1,841		4,838		5,481
Other revenues	4	20		27		55		114
Net sales and other revenues		1,838		1,868		4,893		5,595
Cost of net sales		(972	)	(900	)	(2,778	)	(2,747	)
Cost of other revenues		(18	)	(18	)	(50	)	(99	)
Gross profit		848		950		2,065		2,749
Selling, general & administration		(685	)	(717	)	(1,957	)	(2,133	)
Research & development		(216	)	(179	)	(518	)	(492	)
Other income		7		17		25		35
Other expense		(83	)	(89	)	(238	)	(278	)
Operating (loss)		(129	)	(18	)	(623	)	(119	)
Interest expense		(32	)	(35	)	(93	)	(79	)
Other financial income & expense		(7	)	(11	)	(23	)	(27	)
(Loss) before taxes		(168	)	(64	)	(739	)	(225	)
Taxes		21		(2	)	113		(340	)
Net (loss)		(147	)	(66	)	(626	)	(565	)

(Loss) per share
Basic	5	(0.30	)	(0.14	)	(1.28	)	(1.16	)
Diluted	5	(0.30	)	(0.14	)	(1.28	)	(1.16	)

Weighted average number of shares outstanding (millions)
Basic	5	489.1		488.2		488.9		488.2
Diluted	5	489.1		488.2		488.9		488.2

The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.

Consolidated statement of comprehensive (loss)/income (unaudited)



	Three months ended September 30				Nine months ended September 30
($ millions)	2020		2019		2020		2019

Net (loss)	(147	)	(66	)	(626	)	(565	)
Other comprehensive income to be eventually recycled into the consolidated income statement:
Currency translation effects	21		(22	)	(21	)	(21	)
Total of items to eventually recycle	21		(22	)	(21	)	(21	)
Other comprehensive income never to be recycled into the consolidated income statement:
Actuarial (losses) from defined benefit plans, net of taxes⁽¹⁾	(10	)	(22	)	(33	)	(29	)
Fair value adjustments on equity securities, net of taxes⁽²⁾	—		—		(7	)	(2	)
Total of items never to be recycled	(10	)	(22	)	(40	)	(31	)
Total comprehensive (loss)	(136	)	(110	)	(687	)	(617	)


(1)	Amounts are net of tax benefits of $1 million and $6 million for the three months ended September 30, 2020 and 2019, respectively. Amounts are net of tax benefits of $8 million and $8 million for the nine months ended September 30, 2020 and 2019, respectively.


(2)	Amounts are net of tax benefits of $3 million and $5 million for the nine months ended September 30, 2020 and 2019, respectively.

The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.

Consolidated balance sheet (unaudited)



($ millions)	Note	September 30, 2020	December 31, 2019
Assets
Non-current assets
Property, plant & equipment		3,224	3,113
Right-of-use assets		343	324
Goodwill		8,905	8,905
Intangible assets other than goodwill	6	9,386	10,231
Deferred tax assets		374	354
Financial assets	8	211	307
Other non-current assets		191	185
Total non-current assets		22,634	23,419
Current assets
Inventories		1,648	1,505
Trade receivables		1,288	1,390
Income tax receivables		26	17
Cash and cash equivalents		1,409	822
Other current assets		409	502
Total current assets		4,780	4,236
Total assets		27,414	27,655

Equity and liabilities
Equity
Share capital		20	20
Reserves		18,636	19,283
Total equity		18,656	19,303
Liabilities
Non-current liabilities
Financial debts	7	3,928	3,218
Lease liabilities		301	280
Deferred tax liabilities		1,198	1,386
Provisions & other non-current liabilities		1,244	1,168
Total non-current liabilities		6,671	6,052
Current liabilities
Trade payables		820	833
Financial debts	7	175	261
Lease liabilities		65	61
Current income tax liabilities		130	107
Provisions & other current liabilities		897	1,038
Total current liabilities		2,087	2,300
Total liabilities		8,758	8,352
Total equity and liabilities		27,414	27,655

The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.

Consolidated statement of changes in equity (unaudited)



Nine months ended September 30, 2020
($ millions)		Share capital		Other reserves		Fair value adjustments on equity securities		Actuarial (losses)/gains from defined benefit plans		Cumulative currency translation effects		Total value adjustments⁽¹⁾		Equity
Balance as of January 1		20		19,355		(25	)	(72	)	25		(72	)	19,303
Net (loss)				(626	)							—		(626	)
Other comprehensive (loss)						(7	)	(33	)	(21	)	(61	)	(61	)
Total comprehensive (loss)		—		(626	)	(7	)	(33	)	(21	)	(61	)	(687	)
Equity-based compensation				59								—		59
Other movements⁽²⁾				4				(23	)			(23	)	(19	)
Total other movements		—		63		—		(23	)	—		(23	)	40
Balance as of September 30		20		18,792		(32	)	(128	)	4		(156	)	18,656

Nine months ended September 30, 2019
($ millions)	Share capital	Other reserves		Former parent net investment		Fair value adjustments on equity securities		Actuarial (losses)/gains from defined benefit plans		Cumulative currency translation effects		Total value adjustments⁽¹⁾		Equity
Balance as of January 1	—	—		22,650		(23	)	(17	)	29		(11	)	22,639
Net (loss)		(456	)	(109	)							—		(565	)
Other comprehensive (loss)						(2	)	(29	)	(21	)	(52	)	(52	)
Total comprehensive (loss)	—	(456	)	(109	)	(2	)	(29	)	(21	)	(52	)	(617	)
Movements of financing provided to former parent, net				(2,658	)							—		(2,658	)
Other transactions with former parent				(46	)							—		(46	)
Reclassification of deferred equity-compensation				(7	)							—		(7	)
Distribution by former parent of share capital	20	19,812		(19,832	)							—		—
Equity-based compensation		70										—		70
Other movements⁽²⁾		2		2								—		4
Total other movements	20	19,884		(22,541	)	—		—		—		—		(2,637	)
Balance as of September 30	20	19,428		—		(25	)	(46	)	8		(63	)	19,385


(1)	"Total value adjustments" are presented net of the corresponding tax effects.


(2)	Activity includes hyperinflationary accounting and an adjustment to actuarial (losses) for other post-employment benefit obligation assumption changes directly related to the Spin-off on April 9, 2019 but which was not recorded at that time.

The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.

Consolidated statement of cash flows (unaudited)



		Nine months ended September 30
($ millions)	Note	2020		2019

Net (loss)		(626	)	(565	)
Adjustments to reconcile net (loss) to net cash flows from operating activities
Depreciation, amortization, impairments and fair value adjustments	9.1	1,209		1,078
Equity-based compensation expense		77		58
Non-cash change in provisions and other non-current liabilities		79		(7	)
Losses on disposal and other adjustments on property, plant & equipment and other non-current assets, net		25		6
Interest expense		93		79
Other financial income & expense		23		27
Taxes		(113	)	340
Interest received		5		4
Interest paid		(89	)	(56	)
Other financial payments		(4	)	(15	)
Taxes paid		(70	)	(117	)
Net cash flows before working capital changes and net payments out of provisions and other non-current liabilities		609		832
Net payments out of provisions and other cash movements in non-current liabilities		(92	)	(79	)
Change in net current assets and other operating cash flow items	9.2	(133	)	(179	)
Net cash flows from operating activities		384		574
Purchase of property, plant & equipment		(269	)	(314	)
Purchase of intangible assets		(58	)	(91	)
Purchase of financial assets		(7	)	(34	)
Proceeds from sales of financial assets		—		1
Acquisition of business, net		—		(283	)
Net cash flows used in investing activities		(334	)	(721	)
Movements of financing provided by former parent, net		—		(2,658	)
Proceeds from non-current financial debts, net of issuance costs		744		3,725
Proceeds from Bridge Facility, net of issuance costs		—		1,495
Repayment of non-current financial debts	3	—		(500	)
Repayment of Bridge Facility	3	—		(1,500	)
Change in current financial debts		(124	)	204
Lease payments		(50	)	(37	)
Change in other financial receivables from former parent		—		39
Change in other financial liabilities to former parent		—		(67	)
Other financing cash flows		(47	)	2
Net cash flows from financing activities		523		703
Effect of exchange rate changes on cash and cash equivalents		14		9
Net change in cash and cash equivalents		587		565
Cash and cash equivalents at January 1		822		227
Cash and cash equivalents at September 30		1,409		792

The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF ALCON INC. (unaudited)

1. Basis of preparation

These Condensed Consolidated Interim Financial Statements for Alcon Inc. ("the Company") and the subsidiaries it controls (collectively, "Alcon") have been prepared in accordance with International Accounting Standards 34, Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB") and the basis of preparation as described in this Note 1 and with the accounting policies as described in Note 3 to the December 31, 2019 Consolidated Financial Statements in the Company’s 2019 Form 20-F ("Form 20-F"), except for the changes to the accounting policy related to Business Combinations which was updated as of January 1, 2020, due to the adoption of amendments to International Financial Reporting Standard ("IFRS") 3, Business Combinations. The updated accounting policy is disclosed in Note 2 to these Condensed Consolidated Interim Financial Statements.

These Condensed Consolidated Interim Financial Statements do not include all of the information required for a complete set of IFRS financial statements. The financial information consolidates the Company and the subsidiaries it controls, and includes selected notes to explain events and transactions that are significant to an understanding of the changes in Alcon's financial position and performance since the last annual Consolidated Financial Statements. Therefore the Condensed Consolidated Interim Financial Statements should be read in conjunction with the annual Consolidated Financial Statements for the year ended December 31, 2019, which have been prepared in accordance with IFRS as issued by the IASB.

The accompanying Condensed Consolidated Interim Financial Statements present our historical financial position, results of operations, comprehensive income/(loss), and cash flows in accordance with IFRS.

On February 28, 2019, Novartis AG (“Novartis” or “Former Parent”) shareholders at their Annual General Meeting approved the proposed 100% spin-off of Alcon through the distribution of a dividend-in-kind of new Alcon shares to Novartis shareholders and Novartis American Depositary Receipt (“ADR”) holders (the “Spin-off”), subject to completion of certain conditions precedent to the distribution. Amendment No. 6 to the Company's Registration Statement on Form 20-F filed with the Securities and Exchange Commission ("SEC") on March 22, 2019, ("2018 Form 20-F"), was declared effective by the SEC on that same day. On April 9, 2019 (the “Distribution Date”), the Company became an independent, publicly-traded company as a result of the Spin-off and the shares of the Company became listed on the SIX Swiss Stock Exchange ("SIX") and on the New York Stock Exchange ("NYSE") under the symbol “ALC”. Each Novartis shareholder of record as of April 8, 2019 and each holder of Novartis’ ADR of record as of April 1, 2019 received one share of Alcon common stock for every five shares of Novartis common stock or Novartis ADR held. The financial statements for periods prior to the Spin-off were derived from Novartis’ Consolidated Financial Statements and accounting records and prepared in accordance with IFRS for the preparation of carved-out combined financial statements. Through the date of the Spin-off, all revenues and costs as well as assets and liabilities directly associated with Alcon have been included in the financial statements. Prior to the Spin-off, the financial statements also included allocations of certain expenses for services provided by Novartis to Alcon and allocations of related assets, liabilities, and the Former Parent’s invested capital, as applicable. The allocations were determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had Alcon been an entity that operated independently of Novartis during the applicable periods.

Agreements entered into between Alcon and Novartis in connection with the Spin-off govern the relationship between the parties following the Spin-off and provide for the allocation of various assets, liabilities, rights and obligations. These agreements also include arrangements for transition services to be provided on a temporary basis between the parties.

Following the Spin-off, the consolidated financial statements include the accounts of Alcon and no longer include any allocations from Novartis.

2. Selected accounting policies

Alcon's principal accounting policies are set out in Note 3 to the Consolidated Financial Statements in the Form 20-F. The preparation of financial statements requires management to make subjective and complex judgments that affect the reported amounts. Because of the inherent uncertainties, actual outcomes and results may differ from management's assumptions and estimates.

As discussed in Note 3 to the Consolidated Financial Statements in the Form 20-F, Goodwill, the Alcon brand name and acquired In-process research & development projects are reviewed for impairment at least annually and these, as well as all other investments in intangible assets, are reviewed for impairment whenever events or changes in circumstance indicate that the asset's balance sheet carrying amount may not be recoverable. Goodwill and other intangible assets represent a significant amount of total assets on the consolidated balance sheet. Impairment testing may lead to potentially significant impairment charges in the future, which could have a materially adverse impact on Alcon's results of operations and financial condition.

Impact of the coronavirus (“COVID-19”) pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets, resulting in widespread shelter-in-place orders, business shut-downs and the deferral of non-urgent surgeries. This has had, and may continue to have, an adverse effect on our net sales, operating results and cash flow. The extent to which the COVID-19 pandemic and the related economic impact may continue to affect our financial condition or results of operations is uncertain.

We have analyzed the impact of the COVID-19 pandemic on our financial statements for the three and nine months ended September 30, 2020. We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context of the unknown future impacts of COVID-19 using information reasonably available to us at this time. The accounting estimates and other matters assessed include, but were not limited to, provisions for expected credit losses, goodwill and other intangible assets, financial instruments, inventory provisions, associate benefits, income taxes and revenue recognition. Based on our assessment performed, the resulting provisions recorded were not material to our Condensed Consolidated Interim Financial Statements for the three or nine months ended September 30, 2020. However, the inherent uncertainties of COVID-19 including the duration, scope, and severity of the pandemic may result in actual outcomes that differ materially from our current assumptions and estimates.

Amendments to IFRS 3, Business Combinations, effective as of January 1, 2020

Effective January 1, 2020, Alcon adopted the IASB’s amendments to IFRS 3, Business Combinations. The amendments to IFRS 3 clarify the definition of a business, with the objective of assisting entities to determine whether a transaction should be accounted for as a business combination or an asset acquisition. The amendments define a business as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing goods or services to customers, generating investment income (such as dividends or interest) or generating other income from ordinary activities.

One of the key changes is the introduction of an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The introduction of the optional concentration test is a fundamental change in the determination of a business combination, applied on a transaction-by-transaction basis. Specifically, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar assets, the set is not a business.

If the initial concentration test is not met, or Alcon elects not to apply the concentration test, an assessment focusing on the existence of inputs and processes that have the ability to create outputs is required.

Alcon’s adoption of the amendments to IFRS 3 applies to transactions for which the acquisition date is on or after January 1, 2020. The adoption of this amended standard on January 1, 2020 did not have a significant impact on these Condensed Consolidated Interim Financial Statements. Any future impact will depend on the facts and circumstances of future transactions and if Alcon decides to apply the optional concentration test in the assessment of whether an acquired set of activities and assets is or is not a business.

Alcon has updated the following accounting policy, effective January 1, 2020, as a result of the adoption of the amendments to IFRS 3:

Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary may include:


•	fair values of the assets transferred;


•	liabilities incurred to the former owners of the acquired business;


•	equity interests issued by Alcon Inc.;


•	fair value of an asset or liability resulting from a contingent consideration arrangement; and


•	fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill, or directly in the income statement if it is a bargain purchase. Alcon primarily uses net present value techniques, utilizing post-tax cash flows and discount rates in calculating the fair value of net identifiable assets acquired when allocating the purchase consideration paid for the acquisition. The estimates in calculating fair values are highly sensitive and depend on assumptions, which include the amount and timing of projected cash flows, long-term sales forecasts, the timing and probability of regulatory and commercial success, and discount rate.

Acquisition related costs are expensed as incurred.

Alcon may elect on a transaction-by-transaction basis to apply the optional concentration test to assess whether a transaction qualifies as a business. Under the test, when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, Alcon will account for the transaction as an asset purchase and not a business combination.

If the concentration test is not met, or Alcon elects not to apply this optional test, Alcon will perform an assessment focusing on the existence of inputs and processes that have the ability to create outputs to determine whether the transaction is an asset purchase or a business combination.

There are no other IFRS standards or interpretations not yet effective that would be expected to have a material impact on Alcon.

3. Significant transactions

Significant transactions in the nine months ended September 30, 2020

Series 2030 notes issuance

On May 27, 2020, Alcon, through its wholly-owned subsidiary Alcon Finance Corporation (“AFC”), completed an offering of $750 million of non-current financial debt consisting of 2.600% senior notes due 2030. The senior notes are described in Note 7 of these Condensed Consolidated Interim Financial Statements.

Significant transactions in 2019

Refinancing of Bridge Facility and Facility A financial debts

On September 23, 2019, Alcon, through its wholly-owned subsidiary AFC, refinanced $2 billion of the bridge and term loans, which had been issued in April 2019, with $500 million of 2.750% senior notes due 2026, $1 billion of 3.000% senior notes due 2029, and $500 million of 3.800% senior notes due 2049.

Completion of Spin-off from Novartis through a dividend in kind distribution to Novartis shareholders

The Spin-off was executed on April 9, 2019 as described in Note 1 of these Condensed Consolidated Interim Financial Statements. The below transactions occurred in April 2019, immediately preceding the Spin-off.

On April 2, 2019, Alcon borrowed $3.2 billion against the bridge and other term loans which were executed on March 6, 2019 and are described in the Form 20-F. These borrowings increased Alcon's third party financial debts to $3.5 billion at the date

of the Spin-off. Through a series of intercompany transactions, Alcon then paid approximately $3.1 billion in cash to Novartis and its affiliates prior to the Spin-off, decreasing Alcon's net assets to approximately $20.0 billion at the date of the Spin-off.

Surgical-Acquisition of PowerVision, Inc.

On March 13, 2019, Alcon acquired 100% of the outstanding shares and equity of PowerVision, Inc. ("PowerVision"), a privately-held, US-based company focused on developing accommodative, implantable intraocular lenses. This technology allows the intraocular lens to respond to natural muscular movements in the eye to alter shape and focus. The PowerVision acquisition was executed as part of Alcon's commitment to innovation in advanced technology intraocular lenses ("AT-IOLs").

The fair value of the total purchase consideration was $424 million. This amount consisted of an initial cash payment of $289 million and the fair value of the probability-weighted contingent consideration of $135 million due to PowerVision shareholders, which they are eligible to receive upon the achievement of specified regulatory and commercialization milestones. The purchase price allocation resulted in net identifiable assets of $418 million, which consisted of in-process research & development intangible assets of $505 million, a net deferred tax liability of $93 million, and other net assets of $6 million. Goodwill of $6 million was also recognized which is attributable to the assembled workforce. Cash paid for the acquisition, net of cash acquired, was $283 million. The 2019 results of operations since the date of acquisition and transaction costs for the acquisition were not material.

4. Segmentation of key figures

The segment information disclosed in these Condensed Consolidated Interim Financial Statements reflects historical results consistent with the identifiable reportable segments of Alcon and financial information that the Chief Operating Decision Maker ("CODM") reviews to evaluate segmental performance and allocate resources among the segments. The CODM is the Executive Committee of Alcon.

The businesses of Alcon are divided operationally on a worldwide basis into two identified reportable segments, Surgical and Vision Care. As indicated below, certain income and expenses are not allocated to segments.

Reportable segments are presented in a manner consistent with the internal reporting to the CODM. The reportable segments are managed separately due to their distinct needs and activities for research, development, manufacturing, distribution and commercial execution.

The Executive Committee of Alcon is responsible for allocating resources and assessing the performance of the reportable segments.

In Surgical, Alcon researches, develops, manufactures, distributes and sells ophthalmic products for cataract surgery, vitreoretinal surgery, refractive laser surgery and glaucoma surgery. The surgical portfolio also includes implantables, consumables and surgical equipment required for these procedures and supports the end-to-end procedure needs of the ophthalmic surgeon.

In Vision Care, Alcon researches, develops, manufactures, distributes and sells daily disposable, reusable, and color-enhancing contact lenses and a comprehensive portfolio of ocular health products, including products for dry eye, contact lens care and ocular allergies, as well as ocular vitamins and redness relievers.

Alcon also provides services, training, education and technical support for both the Surgical and Vision Care businesses.

The basis of preparation described in Note 1, and the selected accounting policies mentioned in Note 2 of these Condensed Consolidated Interim Financial Statements, are used in the reporting of segment results.

The Executive Committee of Alcon evaluates segmental performance and allocates resources among the segments primarily based on net sales and segment contribution.

Net identifiable assets are not assigned to the segments in the internal reporting to the CODM, and are not considered in evaluating the performance of the business segments by the Executive Committee of Alcon.

Segment contribution excludes amortization and impairment charges for acquired product rights or other intangibles, general and administrative expenses for corporate activities, spin readiness and separation costs, transformation costs, fair value adjustments of contingent consideration liabilities, past services costs for post-employment benefit plan amendments and certain other income and expense items.

General & administration (corporate) includes the costs of the Alcon corporate headquarters, including all related corporate function costs. For a portion of the historical comparative period only, the related corporate function costs were allocated to Alcon from its Former Parent.

Other income and expense items excluded from segment contribution include fair value adjustments of financial assets in the form of options to acquire a company carried at fair value through profit and loss ("FVPL"), net gains and losses on fund investments and equity securities valued at FVPL, restructuring costs, legal settlements, integration related expenses, and other income and expense items not attributed to a specific segment.

Certain income and expense items, primarily related to fair value adjustments of contingent consideration liabilities and option rights and integration related expenses, previously included in segment contribution in the prior year period have been reclassified to conform with reporting of segment contribution to the CODM in the current period. The reclassifications resulted in an increase in Surgical segment contribution of $8 million and a decrease in Vision Care segment contribution of $9 million in the three months ended September 30, 2019 and an increase in Surgical and Vision Care segment contribution of $31 million and $10 million, respectively, during the nine months ended September 30, 2019.

Segmentation - Consolidated income statement

Three months ended September 30, 2020 and 2019



	Surgical		Vision Care		Company
	Three months ended September 30		Three months ended September 30		Three months ended September 30
($ millions)	2020	2019	2020	2019	2020		2019
Net sales to third parties	996	1,019	822	822	1,818		1,841
Other revenues	—	—	20	27	20		27
Net sales and other revenue	996	1,019	842	849	1,838		1,868
Segment contribution	240	229	125	159	365		388
Amortization of intangible assets					(270	)	(268	)
Impairment charges on intangible assets					(61	)	—
General & administration (corporate)					(59	)	(59	)
Separation costs					(48	)	(77	)
Transformation costs					(14	)	(8	)
Fair value adjustments of contingent consideration liabilities					(1	)	38
Past service costs for post-employment benefit plan amendments					(12	)	—
Other					(29	)	(32	)
Operating (loss)					(129	)	(18	)
Interest expense					(32	)	(35	)
Other financial income & expense					(7	)	(11	)
(Loss) before taxes					(168	)	(64	)

Nine months ended September 30, 2020 and 2019



	Surgical		Vision Care		Company
	Nine months ended September 30		Nine months ended September 30		Nine months ended September 30
($ millions)	2020	2019	2020	2019	2020		2019
Net sales to third parties	2,582	3,070	2,256	2,411	4,838		5,481
Other revenues	—	—	55	114	55		114
Net sales and other revenues	2,582	3,070	2,311	2,525	4,893		5,595
Segment contribution	420	692	313	460	733		1,152
Amortization of intangible assets					(815	)	(804	)
Impairment charges on intangible assets					(118	)	—
General & administration (corporate)					(174	)	(161	)
Separation costs					(181	)	(155	)
Spin readiness costs					—		(72	)
Transformation costs					(34	)	(13	)
Fair value adjustments of contingent consideration liabilities					39		51
Past service costs for post-employment benefit plan amendments					(12	)	—
Other					(61	)	(117	)
Operating (loss)					(623	)	(119	)
Interest expense					(93	)	(79	)
Other financial income & expense					(23	)	(27	)
(Loss) before taxes					(739	)	(225	)

Net sales by segment



	Three months ended September 30		Nine months ended September 30
($ millions)	2020	2019	2020	2019
Surgical
Implantables	290	287	776	872
Consumables	526	571	1,365	1,710
Equipment/other	180	161	441	488
Total Surgical	996	1,019	2,582	3,070
Vision Care
Contact lenses	517	518	1,348	1,509
Ocular health	305	304	908	902
Total Vision Care	822	822	2,256	2,411
Net sales to third parties	1,818	1,841	4,838	5,481

Net sales by region⁽¹⁾



	Three months ended September 30						Nine months ended September 30
($ millions unless indicated otherwise)	2020			2019			2020			2019
United States	846	47	%	759	41	%	2,131	44	%	2,275	42	%
International	972	53	%	1,082	59	%	2,707	56	%	3,206	58	%
Net sales to third parties	1,818	100	%	1,841	100	%	4,838	100	%	5,481	100	%

(1) Net sales to third parties by location of third-party customer.

5. Earnings/(loss) per share

As of September 30, 2020, there were 489.2 million outstanding common shares, after the delivery of 0.9 million shares vesting under the equity incentive programs during the nine months ended September 30, 2020. No dividends have been paid through September 30, 2020.

Basic earnings/(loss) per share is computed by dividing net income/(loss) for the period by the weighted average number of common shares outstanding during the period. For the three and nine months ended September 30, 2020, the weighted average number of shares outstanding was 489.1 million and 488.9 million shares, respectively. For the three and nine months ended September 30, 2019, the weighted average number of shares outstanding was 488.2 million.

The only potentially dilutive securities are the outstanding unvested equity-based awards, as described in Note 10 to these Condensed Consolidated Interim Financial Statements. Except when the effect would be anti-dilutive, the calculation of diluted earnings per common share includes the weighted average net impact of unvested equity-based awards. For the three and nine months ended September 30, 2020, 2.9 million and 2.8 million unvested equity-based awards, respectively, have been excluded from the calculation of diluted loss per share as their effect would be anti-dilutive. For the three and nine months ended September 30, 2019, 2.4 million and 1.4 million unvested equity-based awards, respectively, have been excluded from the calculation of diluted loss per share as their effect would be anti-dilutive.

6. Intangible assets other than goodwill

Intangible asset impairment charges

During the three months ended September 30, 2020, impairment charges amounted to $61 million, primarily related to a $60 million charge recognized to fully impair a cash generating unit ("CGU") within the Vision Care reportable segment upon termination of the associated licensing agreement. The impairment was recognized in Research & development in the Condensed Consolidated Income Statement. Impairments during the nine months ended September 30, 2020 amounted to $118 million due to additional impairments totaling $57 million recognized in Cost of net sales in the first half of 2020. An impairment of $41 million was recorded for a currently marketed product CGU within the Vision Care reportable segment due to lower expected sales. The CGU was reduced to its recoverable amount of $88 million at the time of impairment in the second quarter of 2020. In addition, a $16 million impairment of a currently marketed product in the Surgical reportable segment was recognized in the first quarter of 2020.

The recoverable amount of each CGU was determined based on the fair value less cost of disposal ("FVLCOD") method. FVLCOD was estimated using net present value techniques utilizing post-tax cash flows and discount rates as there are no direct or indirect observable prices in active markets for identical or similar assets. The estimates used in calculating the net present value are highly sensitive and are market participant assumptions, including cash flow projections for a five-year period based on management forecasts, sales forecasts beyond the five-year period extrapolated using long-term expected inflation rates, discount rate, and future tax rate. Since the cash flow projections are a significant unobservable input, the fair value of the CGU was classified as Level 3 in the fair value hierarchy. Actual cash flows and values could vary significantly from forecasted future cash flows and related values derived using net present value techniques. There were no intangible asset impairments in the three and nine months ended September 30, 2019.

7. Non-current and current financial debts

The below table summarizes non-current and current Financial debts outstanding as of September 30, 2020 and December 31, 2019.



($ millions)	September 30, 2020	December 31, 2019
Non-current financial debts
Facility B	794	793
Facility C	409	391
Local facilities (Japan)	—	55
Series 2026 notes	496	495
Series 2029 notes	991	991
Series 2030 notes	744	—
Series 2049 notes	494	493
Revolving facility	—	—
Total non-current financial debts	3,928	3,218

Current financial debts
Local facilities:
Japan	107	115
All others	47	101
Other short-term financial debts	19	29
Derivatives	2	16
Total current financial debts	175	261
Total financial debts	4,103	3,479

In January 2020, the $1.0 billion Revolving Facility was extended to March 2025. The Revolving Facility remained undrawn as of September 30, 2020.

Interest expense recognized for Financial debts, excluding lease liabilities, was $24 million and $70 million for the three and nine months ended September 30, 2020, respectively, and $25 million and $56 million for the three and nine months ended September 30, 2019, respectively.

Series 2030 notes

On May 27, 2020, AFC issued senior notes due in 2030 (“Series 2030 Notes”), which are guaranteed by the Company. The Series 2030 Notes are unsecured senior obligations of AFC issued in a private placement and rank equally in right of payment with the Series 2026, Series 2029, and Series 2049 notes. The total notional amount of the Senior 2030 Notes is $750 million. The Senior 2030 Notes were issued at 99.843% with 2.600% interest payable twice per year in May and November, beginning in November 2020. The Series 2030 Notes were issued at a discount totaling $1 million, which was recorded as a reduction to the carrying value of the Series 2030 notes and will be amortized to Interest expense over the term of the Series 2030 Notes. AFC incurred $5 million of debt issuance costs, which were recorded as a reduction to the carrying value of the Series 2030 Notes and will be amortized to Other financial income & expense over the term of the Series 2030 Notes.

The Series 2030 Notes are classified as non-current and are measured at amortized cost and are reported in Financial debts in these Condensed Consolidated Interim Financial Statements.

8. Financial instruments

Fair value by hierarchy

As required by IFRS, financial assets and liabilities recorded at fair value in the Condensed Consolidated Interim Financial Statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. There are three hierarchical levels, based on an increasing amount of judgment associated with the inputs to derive fair value for these financial assets and liabilities, which are as follows:

Financial assets and liabilities carried at Level 1 fair value hierarchy are listed in active markets.

Financial assets and liabilities carried at Level 2 fair value hierarchy are valued using corroborated market data.

Level 1 financial assets include money market funds, equity securities of public companies, and deferred compensation assets. There were no financial liabilities carried at Level 1 fair value, and Level 2 financial assets and liabilities include derivative financial instruments.

Investments in money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The investments are classified as Cash & cash equivalents within our Condensed Consolidated Balance Sheet.

Investments in equity securities of public companies are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Deferred compensation investments for certain employee benefit plans are held in a rabbi trust and dedicated to pay the benefits under the associated plans but are not considered plan assets as the assets remain available to creditors of Alcon in certain events, including bankruptcy. Rabbi trust assets primarily consist of investments in mutual funds. These assets are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices.

Level 3 inputs are unobservable for the financial asset or liability. The financial assets and liabilities generally included in Level 3 fair value hierarchy are equity securities and convertible notes receivable of private companies measured at fair value through other comprehensive income ("FVOCI"), and fund investments, options to acquire private companies, and contingent consideration liabilities measured at fair value through profit and loss ("FVPL").

The below tables summarize financial assets and liabilities measured at fair value on a recurring basis or at amortized cost or cost as of September 30, 2020 and December 31, 2019.



	September 30, 2020
($ millions)	Level 1	Level 2		Level 3		Valued at amortized cost or cost⁽³⁾		Total
Non-current financial assets
Long-term financial investments measured at FVOCI	—	—		26		—		26
Long-term financial investments measured at FVPL	—	—		13		—		13
Long-term receivables from customers	—	—		—		114		114
Deferred compensation assets⁽¹⁾	124	—		—		—		124
Non-current minimum lease payments from finance lease agreements	—	—		—		38		38
Long-term loans, advances, and security deposits	—	—		—		20		20
Total non-current financial assets	124	—		39		172		335
Current financial assets
Money market funds	736	—		—		—		736
Equity securities of public companies⁽²⁾	8	—		—		—		8
Current portion of long-term financial investments measured at FVPL⁽²⁾	—	—		16		—		16
Current portion of long-term receivables from customers⁽²⁾	—	—		—		103		103
Current portion of minimum lease payments from finance lease agreements⁽²⁾	—	—		—		32		32
Other receivables, security deposits and current assets⁽²⁾	—	—		—		89		89
VAT receivables⁽²⁾	—	—		—		53		53
Derivative financial instruments⁽²⁾	—	17		—		—		17
Total current financial assets	744	17		16		277		1,054
Total financial assets at fair value and amortized cost or cost	868	17		55		449		1,389
Financial liabilities
Contingent consideration liabilities	—	—		(177	)	—		(177	)
Non-current financial debt	—	—		—		(3,928	)	(3,928	)
Current financial debt	—	—		—		(173	)	(173	)
Derivative financial instruments	—	(2	)	—		—		(2	)
Total financial liabilities at fair value and amortized cost	—	(2	)	(177	)	(4,101	)	(4,280	)


(1)	Recorded in Other non-current assets.


(2)	Recorded in Other current assets.

(3)

Carrying amount is a reasonable approximation of fair value, with the exception of Series 2026, 2029, 2030, and 2049 notes recorded in Non-current financial debt with a fair value of $2,988 million and a carrying value of $2,725 million as of September 30, 2020. The fair value of notes was determined using level 2 inputs. The notes were valued using the quoted market price for such notes, which have low trading volumes.



	December 31, 2019
($ millions)	Level 1	Level 2		Level 3		Valued at amortized cost or cost⁽³⁾		Total
Non-current financial assets
Long-term financial investments measured at FVOCI	—	—		31		—		31
Long-term financial investments measured at FVPL	—	—		28		—		28
Long-term receivables from customers	—	—		—		136		136
Deferred compensation assets⁽¹⁾	122	—		—		—		122
Non-current minimum lease payments from finance lease agreements	—	—		—		78		78
Long-term loans, advances, and security deposits	—	—		—		34		34
Total non-current financial assets	122	—		59		248		429
Current financial assets
Money market funds	120	—		—		—		120
Current portion of long-term financial investments measured at FVPL⁽²⁾	—	—		33		—		33
Current portion of long-term receivables from customers⁽²⁾	—	—		—		122		122
Current portion of minimum lease payments from finance lease agreements⁽²⁾	—	—		—		46		46
Other receivables, security deposits and current assets⁽²⁾	—	—		—		147		147
VAT receivables⁽²⁾	—	—		—		64		64
Derivative financial instruments⁽²⁾	—	1		—		—		1
Total current financial assets	120	1		33		379		533
Total financial assets at fair value and amortized cost or cost	242	1		92		627		962
Financial liabilities
Contingent consideration liabilities	—	—		(243	)	—		(243	)
Non-current financial debt	—	—		—		(3,218	)	(3,218	)
Current financial debt	—	—		—		(245	)	(245	)
Derivative financial instruments	—	(16	)	—		—		(16	)
Total financial liabilities at fair value and amortized cost	—	(16	)	(243	)	(3,463	)	(3,722	)


(1)	Recorded in Other non-current assets.


(2)	Recorded in Other current assets.

(3)

Carrying amount is a reasonable approximation of fair value, with the exception of Series 2026, 2029, and 2049 notes recorded in Non-current financial debt with a fair value of $2,049 million and a carrying value of $1,979 million as of December 31, 2019. The fair value of notes was determined using level 2 inputs. The notes were valued using the quoted market price for such notes, which have low trading volumes.

The carrying amount is a reasonable approximation of fair value for all other financial assets and liabilities as of September 30, 2020, including Cash & cash equivalents, Trade receivables, Income tax receivables, and Trade payables.

There were no transfers of financial instruments between levels in the fair value hierarchy during the nine months ended September 30, 2020.

Level 3 financial instruments measured at fair value on a recurring basis

Financial assets



	Long-term financial investments measured at FVOCI				Financial investments measured at FVPL
($ millions)	2020		2019		2020		2019
Balance as of January 1	31		19		61		98
Additions	5		12		1		14
Sales	—		—		(7	)	—
(Losses) recognized in consolidated statement of comprehensive (loss)/income	(10	)	(7	)	—		—
Unrealized gains/(losses) in consolidated income statements	—		—		2		(6	)
Amortization	—		—		(28	)	(45	)
Reclassification	—		2		—		—
Balance as of September 30	26		26		29		61

Financial liabilities



	Contingent consideration liabilities
($ millions)	2020		2019
Balance as of January 1	(243	)	(162	)
Additions	—		(135	)
Accretion for passage of time	(13	)	(15	)
Adjustments for changes in assumptions	39		51
Payments	40		—
Balance as of September 30	(177	)	(261	)

Changes in contingent consideration liabilities in the current year period include adjustments for changes in assumptions of $39 million primarily related to revised expectations for achievement of commercial milestones and timing of settlement for development milestones, and payments of $40 million related to achievement of development milestones. As of September 30, 2020, the maximum remaining potential payments related to contingent consideration from business combinations is $470 million plus other amounts calculated as a percentage of commercial sales in cases where there is not a specified maximum contractual payment amount.

Changes in contingent consideration liabilities in the prior year period included additions of $135 million related to the acquisition of PowerVision in March 2019 as described in Note 3 of these Condensed Consolidated Interim Financial Statements. The prior year period also included changes in assumptions of $51 million primarily related to revised expectations for achievement of commercial milestones and changes in assumptions related to the expected timing of settlement for development milestones.

Contingent consideration liabilities are reported in “Provisions & other non-current liabilities" and "Provisions & other current liabilities” based on the projected timing of settlement which is estimated to range from 2021 through 2033 for contingent consideration obligations as of September 30, 2020.

Derivatives

As of September 30, 2020, the net value of unsettled positions for derivative forward contracts and swaps was $15 million, including $17 million of unrealized gains in Other current assets and $2 million of unrealized losses in Current financial debts. As of December 31, 2019, the net value of unsettled positions for derivative forward contracts and swaps was $15 million, including $1 million of unrealized gains in Other current assets and $16 million of unrealized losses in Current financial debts. There are master agreements with several banking counterparties for derivatives financial instruments, however, there were no derivative financial instruments meeting the offsetting criteria under IFRS as of September 30, 2020 or December 31, 2019.

Nature and extent of risks arising from financial instruments

Note 18 to the Consolidated Financial Statements in the Form 20-F contains a summary of the nature and extent of risks arising from financial instruments. Since the date of the Form 20-F, COVID-19 has resulted in updates to our assessment of the nature and extent of certain risks arising from financial instruments, as outlined below. There have been no other significant changes in the nature and extent of risks arising from financial instruments or corresponding risk management policies since the date of the Form 20-F.

Credit risk

Credit risks arise from the possibility that customers may not be able to settle their obligations as agreed. To manage this risk, Alcon periodically assesses credit risk, assigns individual credit limits, and takes actions to mitigate credit risk where appropriate.

With the continued adverse economic conditions in relation to the COVID-19 pandemic, there is an increased credit risk due to an increase in expected credit losses. Provisions for expected credit losses have been reflected in the financial statements as of September 30, 2020. Alcon will continue to assess forward-looking estimates of potential increased default rates and potential increase in lifetime expected credit losses.

Liquidity risk

Liquidity risk is defined as the risk that Alcon may not be able to settle or meet its obligations on time or at a reasonable price. Alcon Treasury is responsible for liquidity, funding and settlement management. In addition, liquidity and funding risks, and related processes and policies, are overseen by management. Alcon manages its liquidity risk on a consolidated basis according to business needs, tax, capital or regulatory considerations, if applicable, through numerous sources of financing in order to maintain flexibility. Management monitors Alcon's net debt or liquidity position through rolling forecasts on the basis of expected cash flows.

Since March 2020, Alcon has experienced delayed collections from customers. While collections improved in the third quarter, with the continued adverse economic conditions in relation to the COVID-19 pandemic, there is an increased liquidity risk due to further potential delays or reductions in collections from our customers or increased difficulties in accessing the capital or debt markets. In response to the increased liquidity risk, on May 27, 2020, AFC completed an offering of $750 million of 2.600% senior notes due in 2030, increasing Alcon's overall liquidity. In addition, Alcon’s revolving credit facility with total availability of $1.0 billion remained undrawn as of September 30, 2020 with no current limitations on borrowing, and management has not identified any changes in Alcon's ability to access the capital or debt markets.

9. Condensed consolidated statement of cash flows - additional details

The below tables provide additional detail supporting select line items in the Condensed Consolidated Statement of Cash Flows.

9.1 Depreciation, amortization, impairments and fair value adjustments



	Nine months ended September 30
($ millions)	2020	2019

Property, plant & equipment	215	200
Right-of-use assets	57	47
Intangible assets	933	804
Financial assets	4	27
Total	1,209	1,078

9.2 Change in net current assets and other operating cash flow items



	Nine months ended September 30
($ millions)	2020		2019

(Increase) in inventories	(176	)	(107	)
Decrease/(increase) in trade receivables	78		(114	)
(Decrease)/increase in trade payables	(51	)	54
Net change in other current assets	120		(46	)
Net change in other current liabilities	(104	)	34
Total	(133	)	(179	)

10. Equity-based compensation

As described in Note 24 to the Consolidated Financial Statements in the Form 20-F, Alcon has various equity incentive plans, under which Alcon may grant awards in the form of restricted stock units ("RSUs"), performance-based restricted stock units ("PSUs"), restricted stock awards ("RSAs"), or any other form of award at the discretion of the Board. Certain associates in select countries may also participate in share ownership savings plans.

Prior to the Spin-off, Alcon associates participated in Novartis’ equity-based participation plans, which included stock options, RSUs, PSUs, RSAs and certain share ownership savings plans. Such awards were settled in shares or options of the Former Parent. For the period prior to Spin-off, the Condensed Consolidated Income Statement reflects the compensation expense for the Novartis’ equity-based incentive plans in which Alcon associates participated.

The below table summarizes unvested share movements for all Alcon equity-based incentive plans for the nine months ended September 30, 2020 and from the date of the Spin-off through September 30, 2019 for the prior year:



	Nine months ended September 30
(shares in millions)	2020		2019
Unvested at January 1	4.7		—
Replacement awards issued at Spin-off⁽¹⁾	—		4.2
Granted	2.0		0.6
Vested	(1.0	)	(0.1	)
Forfeited	(0.3	)	—
Unvested at September 30	5.4		4.7


(1)	Alcon issued 4.2 million unvested equity-based awards to replace forfeited unvested Novartis awards at the time of the Spin-off.

11. Related parties transactions

Prior to the Spin-off, the Alcon business was a segment of Novartis such that transactions with Novartis were considered related party transactions. In connection with the Spin-off, Alcon entered into a separation and distribution agreement as well as various other agreements governing relationships with Novartis going forward, including manufacturing and supply, transitional services, tax matters, employee matters, and patent and know-how license and brand license agreements. Information included in this Note 11 with respect to Novartis is strictly limited to related party transactions with Novartis during 2019 and prior to the Spin-off on April 9, 2019.

Transactions with Novartis (up to April 9, 2019)

Transactions from trading activities related to products and services invoiced between other Novartis Group companies and Alcon's business, have been retained in the historical condensed consolidated financial statements. The ultimate controlling parent of both, the other Novartis Group companies and Alcon's business, was Novartis AG until the Spin-off.



($ millions)	Nine months ended September 30, 2019⁽¹⁾
Contract manufacturing revenues from former parent	47
Purchases of Alcon from former parent	19


(1)	Activity presented strictly relates to the period during which Novartis was a related party (prior to the Spin-off on April 9, 2019).

Sales to and purchases from former parent

Beginning in 2019, product sales to Novartis are recorded in "Other revenues" in line with Alcon's contract manufacturing arrangement executed with Novartis. Other revenues in 2019 prior to the Spin-off were $47 million. Purchases of products from Novartis under the contract manufacturing arrangement totaled $19 million in 2019 prior to the Spin-off.

Corporate overhead and other allocations from Novartis

Services provided by Novartis Group to Alcon in 2019 prior to the Spin-off totaled $40 million and primarily related to human resources operations, real estate and facility services, and information technology.

Management believes that the net charges and methods used for allocations to Alcon were performed on a reasonable basis and reflect the services received by Alcon and the cost incurred on behalf of Alcon. Although the Condensed Consolidated Interim Financial Statements reflect management's best estimate of all historical costs related to Alcon, this may however not necessarily reflect what the results of operations, financial position, or cash flows would have been had Alcon been a separate entity, nor the future results of Alcon as it exists following completion of the separation on April 9, 2019.

12. Legal proceedings update

A number of Alcon companies are, and will likely continue to be, subject to various legal proceedings and investigations that arise from time to time, including proceedings regarding product liability, sales and marketing practices, commercial disputes, employment, wrongful discharge, antitrust, securities, health and safety, environmental, tax, international trade, privacy, and intellectual property matters. As a result, Alcon may become subject to substantial liabilities that may not be covered by insurance and could affect our business, financial position and reputation. While Alcon does not believe that any of these legal proceedings will have a material adverse effect on its financial position, litigation is inherently unpredictable and large judgments sometimes occur. As a consequence, Alcon may in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations or cash flow. Note 19 to the Consolidated Financial Statements in the Form 20-F contains a summary of significant legal proceedings to which the Company or its subsidiaries were a party as of the date of the Form 20-F. The following is a summary as of November 10, 2020 of significant developments in those proceedings as well as any new significant proceedings commenced since the date of the Form 20-F.

Asia / Russia investigation

In 2017 and 2018, Alcon and Novartis Group companies, as well as certain present and former executives and associates of Alcon and Novartis, received document requests and subpoenas from the US Department of Justice (“DoJ”) and the SEC requesting information concerning Alcon accounting, internal controls and business practices in Asia and Russia, including revenue recognition for surgical equipment and related products and services and relationships with third party distributors, both before and after Alcon became part of the Novartis Group. The Investigations by the DoJ and the SEC have concluded. On June 25, 2020, Alcon entered into a three-year Deferred Prosecution Agreement with the DoJ regarding a charge that Alcon Pte Ltd. conspired to falsify financial books and records in violation of the US Foreign Corrupt Practices Act. The charge relates to payments made by a former distributor to health care providers in Vietnam between 2007 and 2014. Alcon agreed to pay the DoJ a penalty of $8.925 million, for which Novartis has indemnified Alcon under the Separation and Distribution Agreement.

JJSVI patent dispute

On June 23, 2020, Johnson & Johnson Surgical Vision, Inc. ("JJSVI"), acting through its subsidiaries, filed a patent infringement action in the US District Court in Delaware alleging that the manufacture, use, sale, offer for sale, and/or importation of Alcon’s LenSx Laser System willfully infringes, directly and/or indirectly, one or more claims of 12 US patents. Also on June 23, 2020, JJSVI filed a claim in Mannheim, Germany, alleging that Alcon directly infringes one European patent through its manufacture and sale of LenSx. In these cases, JJSVI seeks monetary and injunctive relief. On September 28, 2020, JJSVI filed an amended complaint in the US District Court in Delaware that added allegations of copyright infringement relating to the source code for Alcon’s LenSx Laser System. Alcon is defending the cases vigorously.

TCPA matter

In April 2016, a putative class action lawsuit was filed in Illinois federal court alleging that the defendants, Alcon and Novartis Pharmaceuticals Corporation ("NPC"), sent unsolicited facsimiles in violation of the Telephone Consumer Protection Act, and seeking to certify a representative putative nationwide class of affected consumers. The parties have settled the matter on terms that will dispose of all claims and will require no payments by Alcon.

In addition to the matters described above, there have been other developments in the other legal matters described in Note 19 to the Consolidated Financial Statements in the Form 20-F. However, the developments during the first nine months of 2020 did not significantly affect the assessment of management concerning the adequacy of the total provisions recorded for legal proceedings.

13. Subsequent events

On November 10, 2020, the Company's Board of Directors approved an increase of CHF 320,000 in the Company’s authorized share capital through the issuance of 8.0 million additional registered shares, nominal value CHF 0.04 per share, to fulfill the future vesting of existing and future equity-based awards. These additional shares will be issued out of the Company’s authorized share capital according to the authority granted by the shareholders at the Company’s Annual General Meeting held on January 29, 2019 and reflected in the Company’s Articles of Incorporation, amended as of November 29, 2019. While the transaction will increase the number of shares available for issuance under the Company’s equity-based compensation plans, there will be no immediate impact on the number of shares outstanding or earnings per share calculations until shares are delivered to plan participants over the course of the next several years. The transaction is expected to close by year-end.

These unaudited Condensed Consolidated Interim Financial Statements were authorized for issue by the Audit & Risk Committee on November 10, 2020.

SUPPLEMENTARY INFORMATION - DEFINITIONS AND RECONCILIATIONS OF NON-IFRS MEASURES

Non-IFRS measures as defined by the Company

Alcon uses certain non-IFRS metrics when measuring performance, including when measuring current period results against prior periods, including core results, percentage changes measured in constant currencies, EBITDA, free cash flow, and net (debt)/liquidity.

Because of their non-standardized definitions, the non-IFRS measures (unlike IFRS measures) may not be comparable to the calculation of similar measures of other companies. These supplemental non-IFRS measures are presented solely to permit investors to more fully understand how Alcon management assesses underlying performance. These supplemental non-IFRS measures are not, and should not be viewed as, a substitute for IFRS measures.

Core results

Alcon core results, including core operating income and core net income, exclude all amortization and impairment charges of intangible assets, excluding software, net gains and losses on fund investments and equity securities valued at fair value through profit and loss ("FVPL"), fair value adjustments of financial assets in the form of options to acquire a company carried at FVPL, obligations related to product recalls, and certain acquisition related items. The following items that exceed a threshold of $10 million and are deemed exceptional are also excluded from core results: integration and divestment related income and expenses, divestment gains and losses, restructuring charges/releases and related items, legal related items, gains/losses on early extinguishment of debt or debt modifications, impairments of property, plant and equipment and software, as well as income and expense items that management deems exceptional and that are or are expected to accumulate within the year to be over a $10 million threshold.

Taxes on the adjustments between IFRS and core results take into account, for each individual item included in the adjustment, the tax rate that will finally be applicable to the item based on the jurisdiction where the adjustment will finally have a tax impact. Generally, this results in amortization and impairment of intangible assets and acquisition-related restructuring and integration items having a full tax impact. There is usually a tax impact on other items, although this is not always the case for items arising from legal settlements in certain jurisdictions.

Alcon believes that investor understanding of its performance is enhanced by disclosing core measures of performance because, since they exclude items that can vary significantly from period to period, the core measures enable a helpful comparison of business performance across periods. For this same reason, Alcon uses these core measures in addition to IFRS and other measures as important factors in assessing its performance.

A limitation of the core measures is that they provide a view of Alcon operations without including all events during a period, such as the effects of an acquisition, divestment, or amortization/impairments of purchased intangible assets and restructurings.

Constant currencies

Changes in the relative values of non-US currencies to the US dollar can affect Alcon's financial results and financial position. To provide additional information that may be useful to investors, including changes in sales volume, we present information about changes in our net sales and various values relating to operating and net income that are adjusted for such foreign currency effects.

Constant currency calculations have the goal of eliminating two exchange rate effects so that an estimate can be made of underlying changes in the consolidated income statement excluding:


•	the impact of translating the income statements of consolidated entities from their non-US dollar functional currencies to the US dollar; and


•	the impact of exchange rate movements on the major transactions of consolidated entities performed in currencies other than their functional currency.

Alcon calculates constant currency measures by translating the current year's foreign currency values for sales and other income statement items into US dollars, using the average exchange rates from the prior year and comparing them to the prior year values in US dollars.

EBITDA

Alcon defines earnings before interest, tax, depreciation and amortization ("EBITDA") as net (loss)/income excluding income taxes, depreciation of property, plant and equipment (including any related impairment charges), depreciation of right-of-use assets, amortization of intangible assets (including any related impairment charges), interest expense and other financial income and expense. Alcon management primarily uses EBITDA together with net (debt)/liquidity to monitor leverage associated with financial debts.

Free cash flow

Alcon defines free cash flow as net cash flows from operating activities less cash flow associated with the purchase or sale of property, plant and equipment. Free cash flow is presented as additional information because Alcon management believes it is a useful supplemental indicator of Alcon's ability to operate without reliance on additional borrowing or use of existing cash. Free cash flow is not intended to be a substitute measure for net cash flows from operating activities as determined under IFRS.

Net (debt)/liquidity

Alcon defines net (debt)/liquidity as current and non-current financial debt less cash and cash equivalents, current investments and derivative financial instruments. Net (debt)/liquidity is presented as additional information because management believes it is a useful supplemental indicator of Alcon's ability to pay dividends, to meet financial commitments and to invest in new strategic opportunities, including strengthening its balance sheet.

Growth rate and margin calculations

For ease of understanding, Alcon uses a sign convention for its growth rates such that a reduction in operating expenses or losses compared to the prior year is shown as a positive growth.

Gross margins, operating income/(loss) margins and core operating income margins are calculated based upon net sales to third parties unless otherwise noted.

Reconciliation of IFRS results to core results

Three months ended September 30, 2020



($ millions except (loss)/earnings per share)	IFRS results		Amortization of certain intangible assets⁽¹⁾		Impairments⁽²⁾		Separation costs⁽³⁾		Transformation costs⁽⁴⁾		Post-employ-ment benefits⁽⁵⁾		Other items⁽⁶⁾		Core results
Gross profit	848		250		—		4		—		—		14		1,116
Selling, general & administration	(685	)	—		—		5		—		—		—		(680	)
Research & development	(216	)	5		61		—		—		—		5		(145	)
Other income	7		—		—		—		—		—		(1	)	6
Other expense	(83	)	—		—		39		14		12		—		(18	)
Operating (loss)/income	(129	)	255		61		48		14		12		18		279
(Loss)/income before taxes	(168	)	255		61		48		14		12		18		240
Taxes⁽⁷⁾	21		(44	)	(8	)	(7	)	(3	)	(2	)	(4	)	(47	)
Net (loss)/income	(147	)	211		53		41		11		10		14		193
Basic (loss)/earnings per share	(0.30	)													0.39
Diluted (loss)/earnings per share	(0.30	)													0.39
Basic - weighted average shares outstanding⁽⁸⁾	489.1														489.1
Diluted - weighted average shares outstanding⁽⁸⁾	489.1														492.0


(1)	Includes recurring amortization for all intangible assets other than software.


(2)	Includes impairment charges related to intangible assets.


(3)	Separation costs are expected to be incurred over the two to three-year period following the completion of the Spin-off from Novartis and primarily include costs related to IT and third party consulting fees.


(4)	Transformation costs, primarily related to restructuring and third party consulting fees, for the multi-year transformation program.


(5)	Includes impact from a pension plan amendment.


(6)	Gross profit primarily includes losses on disposal of property, plant & equipment. Research & development includes amortization of option rights. Other income includes fair value adjustments of financial assets.


(7)	Total tax adjustments of $68 million include tax associated with operating income core adjustments and discrete tax items. Tax associated with operating income core adjustments of $408 million totaled $65 million with an average tax rate of 15.9%.


(8)	Core basic earnings per share was calculated using the weighted-average shares of common stock outstanding during the period. Core diluted earnings per share also contemplate dilutive shares associated with unvested equity-based awards as described in Note 5 to the Condensed Consolidated Interim Financial Statements.

Reconciliation of IFRS results to core results (continued)

Three months ended September 30, 2019



($ millions except (loss)/earnings per share)	IFRS results		Amortization of certain intangible assets⁽¹⁾		Separation costs⁽²⁾		Transformation costs⁽³⁾		Other items⁽⁴⁾		Core results
Gross profit	950		252		4		—		(31	)	1,175
Selling, general & administration	(717	)	—		8		—		5		(704	)
Research & development	(179	)	6		1		—		19		(153	)
Other income	17		—		—		—		—		17
Other expense	(89	)	—		64		8		2		(15	)
Operating (loss)/income	(18	)	258		77		8		(5	)	320
(Loss)/income before taxes	(64	)	258		77		8		(5	)	274
Taxes⁽⁵⁾	(2	)	(34	)	(19	)	(2	)	7		(50	)
Net (loss)/income	(66	)	224		58		6		2		224
Basic (loss)/earnings per share	(0.14	)									0.46
Diluted (loss)/earnings per share	(0.14	)									0.46
Basic - weighted average shares outstanding⁽⁶⁾	488.2										488.2
Diluted - weighted average shares outstanding⁽⁶⁾	488.2										490.6


(1)	Includes recurring amortization for all intangible assets other than software.


(2)	Separation costs are expected to be incurred over the two to three-year period following the completion of the Spin-off from Novartis and primarily include costs related to IT and third party consulting fees.


(3)	Transformation costs, primarily related to restructuring and third party consulting fees, for the multi-year transformation program.

(4)

Gross profit includes $38 million in fair value adjustments of contingent consideration liabilities, partially offset by $7 million in manufacturing sites consolidation activities and integration related expenses for recent acquisitions. Selling, general & administration primarily includes expenses for integration of recent acquisitions. Research & development primarily includes the amortization of option rights and expenses for integration of recent acquisitions and a post-marketing study following a product's voluntary market withdrawal. Other expense primarily includes fair value adjustments of a financial asset.


(5)	Total tax adjustments of $48 million include tax associated with operating income core adjustments and discrete tax items. Tax associated with operating income core adjustments of $338 million totaled $58 million with an average tax rate of 17.2%.

Core tax adjustments for discrete items totaled $10 million, primarily related to the re-measurement of deferred tax asset and liabilities following a tax rate change in India and other items.


(6)	Core basic earnings per share was calculated using the weighted-average shares of common stock outstanding during the period. Core diluted earnings per share also contemplate dilutive shares associated with unvested equity-based awards as described in Note 5 to the Condensed Consolidated Interim Financial Statements.

Reconciliation of IFRS results to core results (continued)

Nine months ended September 30, 2020



($ millions except (loss)/earnings per share)	IFRS results		Amortiza-tion of certain intangible assets⁽¹⁾		Impairments⁽²⁾		Separation costs⁽³⁾		Transformation costs⁽⁴⁾		Post-employ-ment benefits⁽⁵⁾		Other items⁽⁶⁾		Core results
Gross profit	2,065		752		57		11		—		—		18		2,903
Selling, general & administration	(1,957	)	—		—		14		—		—		—		(1,943	)
Research & development	(518	)	20		61		—		—		—		(6	)	(443	)
Other income	25		—		—		—		—		—		(4	)	21
Other expense	(238	)	—		—		156		34		12		—		(36	)
Operating (loss)/income	(623	)	772		118		181		34		12		8		502
(Loss)/income before taxes	(739	)	772		118		181		34		12		8		386
Taxes⁽⁷⁾	113		(131	)	(22	)	(31	)	(7	)	(2	)	3		(77	)
Net (loss)/income	(626	)	641		96		150		27		10		11		309
Basic (loss)/earnings per share	(1.28	)													0.63
Diluted (loss)/earnings per share	(1.28	)													0.63
Basic - weighted average shares outstanding⁽⁸⁾	488.9														488.9
Diluted - weighted average shares outstanding⁽⁸⁾	488.9														491.7


(1)	Includes recurring amortization for all intangible assets other than software.


(2)	Includes impairment charges related to intangible assets.


(3)	Separation costs are expected to be incurred over the two to three-year period following the completion of the Spin-off from Novartis and primarily include costs related to IT and third party consulting fees.


(4)	Transformation costs, primarily related to restructuring and third party consulting fees, for the multi-year transformation program.


(5)	Includes impact from a pension plan amendment.

(6)

Gross profit includes $23 million losses on disposal of property, plant & equipment partially offset by $5 million in fair value adjustments of contingent consideration liabilities. Research & development includes a $34 million fair value adjustment of a contingent consideration liability, partially offset by $28 million for the amortization of option rights. Other income includes fair value adjustments of financial assets.


(7)	Total tax adjustments of $190 million include tax associated with operating income core adjustments and discrete tax items. Tax associated with operating income core adjustments of $1,125 million totaled $196 million with an average tax rate of 17.4%.

Core tax adjustments for discrete items totaled $6 million, primarily related to tax expense from the delayed spin of a subsidiary.


(8)	Core basic earnings per share was calculated using the weighted-average shares of common stock outstanding during the period. Core diluted earnings per share also contemplate dilutive shares associated with unvested equity-based awards as described in Note 5 to the Condensed Consolidated Interim Financial Statements.

Reconciliation of IFRS results to core results (continued)

Nine months ended September 30, 2019



($ millions except (loss)/earnings per share)	IFRS results		Amortization of certain intangible assets⁽¹⁾		Separation costs⁽²⁾		Transformation costs⁽³⁾		Legal items⁽⁴⁾		Other items⁽⁵⁾		Core results
Gross profit	2,749		754		7		—		—		(21	)	3,489
Selling, general & administration	(2,133	)	—		21		—		—		14		(2,098	)
Research & development	(492	)	17		3		—		—		39		(433	)
Other income	35		—		—		—		—		(1	)	34
Other expense	(278	)	—		124		13		32		61		(48	)
Operating (loss)/income	(119	)	771		155		13		32		92		944
(Loss)/income before taxes	(225	)	771		155		13		32		92		838
Taxes⁽⁶⁾	(340	)	(104	)	(37	)	(3	)	(8	)	356		(136	)
Net (loss)/income	(565	)	667		118		10		24		448		702
Basic (loss)/earnings per share	(1.16	)											1.44
Diluted (loss)/earnings per share	(1.16	)											1.43
Basic - weighted average shares outstanding⁽⁷⁾	488.2												488.2
Diluted - weighted average shares outstanding⁽⁷⁾	488.2												489.6


(1)	Includes recurring amortization for all intangible assets other than software.


(2)	Separation costs are expected to be incurred over the two to three-year period following the completion of the Spin-off from Novartis and primarily include costs related to IT and third party consulting fees.


(3)	Transformation costs, primarily related to restructuring and third party consulting fees, for the multi-year transformation program.


(4)	Includes legal settlement costs and certain external legal fees.

(5)

Gross Profit includes $38 million in fair value adjustments of contingent consideration liabilities, partially offset by $17 million in spin readiness costs, manufacturing sites consolidation activities and integration of recent acquisitions. Selling, general & administration primarily includes spin readiness costs and the integration of recent acquisitions. Research & development includes $53 million for the amortization of option rights, post-marketing study following a product's voluntary market withdrawal and the integration of recent acquisitions, partially offset by $14 million in fair value adjustments of a contingent consideration liability. Other income and expense primarily includes spin readiness costs, fair value adjustments of a financial asset and other items.


(6)	Total tax adjustments of $204 million include tax associated with operating income core adjustments and discrete tax items. Tax associated with operating income core adjustments of $1,063 million totaled $172 million with an average tax rate of 16.2%.

Core tax adjustments for discrete items totaled $376 million, including $301 million in non-cash tax expense for re-measurement of deferred tax balances as a result of Swiss tax reform and a $68 million tax expense related to rate changes in the US following legal entity reorganizations executed related to the Spin-off, $5 million non-cash tax expense related to the re-measurement of deferred tax assets and liabilities following a tax rate change in India, and net changes in uncertain tax positions.


(7)	Core basic earnings per share was calculated using the weighted-average shares of common stock outstanding during the period. Core diluted earnings per share also contemplate dilutive shares associated with unvested equity-based awards as described in Note 5 to the Condensed Consolidated Interim Financial Statements.

EBITDA



	Three months ended September 30				Nine months ended September 30
($ millions)	2020		2019		2020		2019

Net (loss)	(147	)	(66	)	(626	)	(565	)
Taxes	(21	)	2		(113	)	340
Depreciation of property, plant & equipment	74		67		215		196
Depreciation on right-of-use assets	19		18		57		47
Amortization of intangible assets	270		268		815		804
Impairments of property, plant & equipment, and intangible assets	61		4		119		4
Interest expense	32		35		93		79
Other financial income & expense	7		11		23		27
EBITDA	295		339		583		932

Cash flow and net (debt)/liquidity



	Nine months ended September 30
($ millions)	2020		2019

Net cash flows from operating activities	384		574
Net cash flows used in investing activities	(334	)	(721	)
Net cash flows from financing activities	523		703
Effect of exchange rate changes on cash and cash equivalents	14		9
Net change in cash and cash equivalents	587		565
Change in derivative financial instrument assets	16		8
Change in current and non-current financial debts	(624	)	(3,418	)
Change in other financial liabilities to former parent	—		67
Change in other financial receivables from former parent	—		(39	)
Change in net (debt)	(21	)	(2,817	)
Net (debt)/liquidity at January 1	(2,656	)	152
Net (debt) at September 30	(2,677	)	(2,665	)

Net (debt)/liquidity



($ millions)	At September 30, 2020		At December 31, 2019

Current financial debt	(175	)	(261	)
Non-current financial debt	(3,928	)	(3,218	)
Total financial debt	(4,103	)	(3,479	)

Less liquidity:
Cash and cash equivalents	1,409		822
Derivative financial instruments	17		1
Total liquidity	1,426		823
Net (debt)	(2,677	)	(2,656	)

Free cash flow

The following is a summary of free cash flow for the nine months ended September 30, 2020 and 2019, together with a reconciliation to net cash flows from operating activities, the most directly comparable IFRS measure:



	Nine months ended September 30
($ millions)	2020		2019

Net cash flows from operating activities	384		574
Purchase of property, plant & equipment	(269	)	(314	)
Free cash flow	115		260

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “commitment,” “look forward,” “maintain,” “plan,” “goal,” “seek,” “target,” “assume,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements Alcon makes regarding its liquidity, revenue, gross margin, effective tax rate, foreign currency exchange movements, earnings per share, its plans and decisions relating to various capital expenditures, capital allocation priorities and other discretionary items, and generally, its expectations concerning its future performance and the effects of the COVID-19 pandemic on its businesses.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Alcon’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties and risks that are difficult to predict. Such forward-looking statements are subject to various risks and uncertainties facing Alcon, including: the effect of the COVID-19 pandemic as well as other viral or disease outbreaks; the commercial success of its products and its ability to maintain and strengthen its position in its markets; the success of its research and development efforts, including its ability to innovate to compete effectively; its success in completing and integrating strategic acquisitions; pricing pressure from changes in third party payor coverage and reimbursement methodologies; global economic, financial, legal, tax, political, and social change; the ability to obtain regulatory clearance and approval of its products as well as compliance with any post-approval obligations, including quality control of its manufacturing; ongoing industry consolidation; its ability to properly educate and train healthcare providers on its products; changes in inventory levels or buying patterns of its customers; its reliance on sole or limited sources of supply; ability to service its debt obligations; the need for additional financing through the issuance of debt or equity; its reliance on outsourcing key business functions; its ability to protect its intellectual property; the impact on unauthorized importation of its products from countries with lower prices to countries with higher prices; the effects of litigation, including product liability lawsuits; its ability to comply with all laws to which it may be subject; effect of product recalls or voluntary market withdrawals; data breaches; the implementation of its enterprise resource planning system; its ability to attract and retain qualified personnel; the accuracy of its accounting estimates and assumptions, including pension plan obligations and the carrying value of intangible assets; legislative and regulatory reform; the ability of Alcon Pharmaceuticals Ltd. to comply with its investment tax incentive agreement with the Swiss State Secretariat for Economic Affairs in Switzerland and the Canton of Fribourg, Switzerland; its ability to operate as a stand-alone company; whether the transitional services Novartis has agreed to provide Alcon are sufficient; the impact of being listed on two stock exchanges; the ability to declare and pay dividends; the different rights afforded to its shareholders as a Swiss corporation compared to a US corporation; and the effect of maintaining or losing its foreign private issuer status under US securities laws. Additional factors are discussed in Alcon’s filings with the United States Securities and Exchange Commission, including its Form 20-F and its Form 6-K furnished on May 12, 2020. Should one or more of these uncertainties or risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. Therefore, you should not rely on any of these forward-looking statements.

Forward-looking statements in this document speak only as of the date of its filing, and Alcon assumes no obligation to update forward-looking statements as a result of new information, future events or otherwise.

INTELLECTUAL PROPERTY

This report may contain reference to our proprietary intellectual property. All product names appearing in italics are trademarks owned by or licensed to Alcon Inc.

ABOUT ALCON

Alcon helps people see brilliantly. As the global leader in eye care with a heritage spanning more than seven decades, we offer the broadest portfolio of products to enhance sight and improve people’s lives. Our Surgical and Vision Care products touch the lives of more than 260 million people in over 140 countries each year living with conditions like cataracts, glaucoma, retinal diseases and refractive errors. Our more than 20,000 associates are enhancing the quality of life through innovative products, partnerships with eye care professionals and programs that advance access to quality eye care. Learn more at www.alcon.com.

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