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`
`<DOCUMENT>
`<TYPE>6-K
`<SEQUENCE>1
`<FILENAME>form6-k.txt
`<DESCRIPTION>FORM 6-K
`<TEXT>
` SECURITIES AND EXCHANGE COMMISSION
` Washington, D.C. 20549
`
`
` FORM 6-K
`
` Report Of Foreign Issuer
` Pursuant To Rule 13a-16 Or 15d-16 of
` the Securities Exchange Act of 1934
`
`
` For the month of May 2002
`
`
` ALCON, INC.
`
` Bosch 69
` P.O. Box 62
` 6331 Hunenberg, Switzerland
` 011-41-41-785-8888
` (Address of principal executive offices)
`
`[Indicate by check mark whether the registrant files or will file annual
`reports under cover Form 20-F or Form 40-F.]
`
` Form 20-F x Form 40-F
` --- ----
`
`[Indicate by check mark whether the registrant by furnishing the information
`contained in this Form is also thereby furnishing the information to the
`Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
`1934.]
`
`
` Yes No x
` ---- ----
`
`<PAGE>
`
`
`Incorporation by Reference
`
`This Report of Foreign Issuer on Form 6-K shall be
`incorporated by reference into the Registration Statement on Form S-8 filed
`with the Securities and Exchange Commission on April 24, 2002.
`
`
`<PAGE>
`
` 2
`
` ALCON, INC.
`
` FINANCIAL INFORMATION FOR THE
`
` QUARTER ENDED MARCH 31, 2002
`
`
`
`
`
`
`ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
` CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
` CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
` CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
` NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
` (UNAUDITED)
`
`ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
` AND RESULTS OF OPERATIONS
`
`ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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`<PAGE>
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` 3
`
`ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
`
`<TABLE>
`<CAPTION>
`
` ALCON, INC. AND SUBSIDIARIES
` Condensed Consolidated Balance Sheets (Unaudited)
` (in millions, except share data)
`
` March 31, December 31,
` Assets 2002 2001
` ------------ ------------
`<S> <C> <C>
`Current assets:
` Cash and cash equivalents $ 1,819.3 $ 1,140.5
` Investments 57.4 61.9
` Trade receivables, net 568.3 492.0
` Inventories 388.4 379.5
` Deferred income tax assets 147.4 147.4
` Other current assets 55.9 48.5
` ------------- -----------
`
` Total current assets 3,036.7 2,269.8
`
`Property, plant and equipment, net 628.2 643.8
`Intangible assets, net 991.6 1,008.2
`Long term deferred income tax assets 94.3 98.1
`Other assets 51.9 50.9
` ------------ ------------
`
` Total assets $ 4,802.7 $ 4,070.8
` ============= ============
`
` Liabilities and Shareholders' Equity
`
`Current liabilities:
` Accounts payable 101.4 $ 108.6
` Short term borrowings 947.7 805.5
` Current maturities of long term debt 25.4 29.4
` Other current liabilities 648.7 667.8
` ------------ ------------
`
` Total current liabilities 1,723.2 1,611.3
` ------------ ------------
`
`Long term debt, net of current maturities 88.4 697.4
`Long term deferred income tax liabilities 93.7 103.3
`Other long term liabilities 239.3 269.2
`Redeemable preferred shares 2,165.7 --
`Contingencies
`
`Shareholders' equity:
` Common shares, par value CHF 0.20 per share,
` 306,975,000 shares and 300,000,000 shares
`authorized, issued and outstanding at March 31,
`2002 and December 31, 2001, respectively 42.2 42.9
` Additional paid-in capital 507.1 592.0
` Accumulated other comprehensive loss (125.7) (110.8)
` Deferred compensation (25.2) --
` Retained earnings 94.0 865.5
` ------------- ------------
` Total shareholders' equity 492.4 1,389.6
` ------------- ------------
`
` Total liabilities and shareholders' $ 4,802.7 $ 4,070.8
` equity ============= ============
`
`
`See accompanying notes to condensed consolidated financial statements.
`
`</TABLE>
`
`<PAGE>
`
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` 4
`
`<TABLE>
`<CAPTION>
`
`
`
` ALCON, INC. AND SUBSIDIARIES
` Condensed Consolidated Statements of Earnings (Unaudited)
` (in millions, except share and per share data)
`
`
` Three months ended March 31,
` 2002 2001
` -------------- ----------
`<S> <C> <C>
`Sales $ 706.5 $ 654.8
`Cost of goods sold 210.4 184.5
` -------------- ------------
`
` Gross profit 496.1 470.3
`
`Selling, general and administrative 252.4 223.2
`Research and development 75.3 64.9
`Amortization of intangibles 16.8 30.1
` -------------- ------------
`
` Operating income 151.6 152.1
`
`Other income (expense):
` Gain (loss) from foreign currency, net (0.1) (1.0)
` Interest income 6.8 15.8
` Interest expense (19.3) (29.4)
` Other 1.2 --
` -------------- ------------
`
` Earnings before income taxes 140.2 137.5
`
`Income taxes 46.2 53.1
` -------------- ------------
`
` Net earnings $ 94.0 $ 84.4
` ============== ============
`
`
`Basic earnings per common share $ 0.33 $ 0.28
`
`Diluted earnings per common share $ 0.33 $ 0.28
`
`Basic weighted average common shares 282,536,066 300,000,000
`Diluted weighted average common shares 282,698,780 300,000,000
`
`
`</TABLE>
`
`See accompanying notes to condensed consolidated financial statements.
`
`<PAGE>
`
`
` 5
`
`
` ALCON, INC. AND SUBSIDIARIES
` Condensed Consolidated Statements of Cash Flows (Unaudited)
` (in millions)
`
`
`<TABLE>
`<CAPTION>
` Three months ended March 31,
` 2002 2001
` ------------ -------------
`
`<S> <C> <C>
`Cash provided by operating activities:
` Net cash from operating activities $ 8.4 $ 83.0
` --------- ---------
`
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`Cash provided by (used in) investing activities:
` Net cash from investing activities (8.1) (26.4)
` --------- ---------
`
`Cash provided by (used in) financing activities:
` Proceeds from issuance of long term debt -- 45.5
` Net proceeds from short term debt 149.4 (16.4)
` Dividends to common shareholder (1,243.4) --
` Repayment of long term debt (612.7) (19.0)
` Proceeds from sale of common shares 2,407.2 --
` Other (17.7) 30.1
` --------- ---------
`
` Net cash from financing activities 682.8 40.2
` --------- ---------
`
`Effect of exchange rates on cash and cash equivalents (4.3) (19.4)
` --------- ---------
`
`Net increase in cash and cash equivalents 678.8 77.4
`
`Cash and cash equivalents, beginning of period 1,140.5 912.0
` --------- ---------
`
`Cash and cash equivalents, end of period $ 1,819.3 $ 989.4
` ========= =========
`
`Supplemental disclosure of cash flow information: Cash paid during the period
` for the following:
` Interest expense, net of amount capitalized $ 21.6 $ 31.7
` ========= =========
`
` Income taxes $ 62.6 $ 33.1
` ========= =========
`
`
`</TABLE>
`
`See accompanying notes to condensed consolidated financial statements.
`
`<PAGE>
`
` 6
`
`(1) Condensed Consolidated Financial Statements
`
` The accompanying interim condensed consolidated financial statements of
` Alcon, Inc. and Subsidiaries are unaudited. Amounts presented at December
` 31, 2001 are based on the audited consolidated financial statements
` appearing in Alcon's registration statement on Form F-1 filed with the
` Securities and Exchange Commission. The interim condensed consolidated
` financial statements and notes thereto do not include all disclosures
` required by generally accepted accounting principles and should be read
` in conjunction with the audited consolidated financial statements and the
` notes thereto included in Alcon's registration statement on Form F-1.
`
` In management's opinion, the interim condensed consolidated financial
` statements reflect all adjustments (consisting only of normal recurring
` accruals) necessary to present fairly the results for the interim periods
` presented. Results for interim periods are not necessarily indicative of
` results that ultimately will be achieved for a full year.
`
`(2) Initial Public Offering
`
` At December 31, 2001, Alcon, Inc. ("Alcon"), a Swiss corporation, was a
` wholly owned subsidiary of Nestle S.A. ("Nestle"). On September 20, 2001,
` the Board of Directors of Nestle approved the exploration of an initial
` public offering (the "IPO") of a minority stake in Alcon.
`
` Alcon declared on February 25, 2002, and made, on March 20, 2002, a
` payment to Nestle of $1,243.4 for dividends and return of capital. This
` payment was financed from existing cash and cash equivalents and
` additional short-term borrowings. The entire payment was considered a
` dividend under Swiss law.
`
` On February 25, 2002, the shareholder of Alcon converted 69,750,000 Alcon
` common shares owned by Nestle into 69,750,000 Alcon non-voting preferred
` shares. No dividends will be paid on the preferred shares for 2002. On
` March 21, 2002, holders of Alcon common shares voted to redeem the
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` preferred shares for an aggregate redemption price of CHF 3.634 billion.
` The proceeds, net of related costs including taxes, from the IPO will be
` used to redeem the preferred shares. The redemption is expected to occur
` prior to May 31, 2002.
`
` On March 20, 2002, Alcon's IPO was priced at $33.00 per share for
` 69,750,000 common shares. The net proceeds to Alcon from the IPO were
` $2,188.1, after offering expenses and taxes. A portion of the IPO
` proceeds were utilized to repay $712.1 in short-term debt until the end
` of May 2002, when the redemption price for the preferred shares is
` expected to be paid.
`
` Net proceeds of $219.1, after offering expenses and taxes, from the
` subsequent exercise of the underwriters' over-allotment option to
` purchase 6,975,000 common shares were used to reduce short-term
` indebtedness.
`
` In connection with the IPO, Alcon changed certain provisions of its
` deferred compensation plan. These changes resulted in a one time $22.6
` charge to operating income ($14.2 net of tax) upon the completion of the
` IPO.
`
`
`<PAGE>
`
` 7
`
`(3) Recently Adopted Accounting Standards
`
` Effective January 1, 2002, Alcon adopted Statement of Financial
` Accounting Standards No. 142, "Goodwill and Other Intangible Assets", and
` Statement of Financial Accounting Standards No. 144, "Accounting for the
` Impairment or Disposal of Long Lived Assets".
`
` Goodwill and Other Intangible Assets
` ------------------------------------
`
` Statement 142 requires that goodwill and intangible assets with
` indefinite useful lives no longer be amortized, but instead be tested for
` impairment at least annually. Alcon does not expect to record an
` impairment as a result of the implementation of Statement 142. Statement
` 142 also requires that intangible assets with estimable useful lives be
` amortized over their respective estimated useful lives to their residual
` values and reviewed for impairment.
`
` Intangible assets subject to amortization:
`
`<TABLE>
`<CAPTION>
`
` March 31, 2002 December 31, 2001
` --------------------------- ----------------------------
` Gross Gross
` Carrying Accumulated Carrying Accumulated
` Amount Amortization Amount Amortization
` ----------- -------------- ----------- ---------------
` <S> <C> <C> <C> <C>
` Amortized intangible assets:
` Licensed technology $ 501.8 $ (164.4) $ 502.0 $ (151.6)
` Other 182.1 (75.8) 182.2 (70.5)
` --------- ---------- --------- ---------
`
` $ 683.9 $ (240.2) $ 684.2 $ (222.1)
` ========= ========== ========= =========
`
`
`
`</TABLE>
`
`
` Quarter ended Quarter ended
` March 31, 2002 March 31, 2001
` -------------- --------------
` Aggregate amortization expense
` related to intangible assets $ 16.8 $ 19.5
` ========= =========
`
`
` Alcon recorded no intangible assets with indefinite lives other than
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` goodwill.
`
` The changes in the carrying amount of goodwill for the quarter ended
` March 31, 2002 were as follows:
`
`
`<TABLE>
`<CAPTION>
`
` United
` States International
` Segment Segment Total
` ------------ --------------- -------
` <S> <C> <C> <C>
` Balance, December 31, 2001 $ 338.4 $ 202.8 $ 541.2
` Amounts reclassified to goodwill from
` intangibles and the impact of changes in
` foreign exchange rates 3.2 3.5 6.7
` -------- --------- --------
`
` Balance, March 31, 2002 $ 341.6 $ 206.3 $ 547.9
` ======== ========= ========
`
`</TABLE>
`
`
`<PAGE>
`
` 8
`
`
` Statement 142 requires disclosure of net earnings, assuming the exclusion
` of amortization expense recognized in the periods for goodwill and
` intangible assets that will no longer be amortized, and changes in
` amortization periods for intangible assets that will continue to be
` amortized.
`
`<TABLE>
`<CAPTION>
`
` Three months ended
` March 31,
` 2002 2001
` ---------- ----------
` <S> <C> <C>
` Reported net earnings $ 94.0 $ 84.4
` Add back--goodwill amortization, net of income taxes -- (10.0)
` ---------- ---------
`
` Adjusted net earnings $ 94.0 $ 94.4
` ========== =========
`
` Basic earnings per share:
`
` Reported net earnings $ .33 $ .28
` Add back--goodwill amortization, net of income taxes -- (.03)
` ---------- ---------
`
` Adjusted net earnings $ .33 $ .31
` ========== =========
`
` Diluted earnings per share:
`
` Reported net earnings $ .33 $ .28
` Add back--goodwill amortization, net of income taxes -- (.03)
` ---------- ---------
`
` Adjusted net earnings $ .33 $ .31
` ========== =========
`
`</TABLE>
`
`
` Long Lived Assets
` -----------------
`
` The adoption of Statement 144 did not have a material impact on the
` results of operations or financial position.
`
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`
`(4) Cash Flows - Supplemental Disclosure of Non-cash Financing Activities
`
` a) On February 25, 2002, the shareholder of Alcon converted 69,750,000
` Alcon common shares owned by Nestle into 69,750,000 Alcon non-voting
` preferred shares. The redemption price for these preferred shares is
` CHF 3.634 billion.
`
` b) In connection with the IPO, certain Alcon employees elected to
` convert their interests in the 1994 Phantom Stock Plan into
` restricted Alcon common shares and options to purchase Alcon common
` shares. The effects on the financial statements were to:
`
` o decrease other current liabilities by $11.1
` o decrease other long term liabilities by $24.1
` o increase additional paid-in capital by $73.1
` o decrease total equity for deferred compensation of $37.9
`
` Simultaneously, deferred compensation was reduced by $12.7, which was
` charged against earnings in the first quarter of 2002 and is
` reflected as an adjustment in net cash from operating activities.
`
`<PAGE>
`
` 9
`
`
` c) Alcon has entered into a forward contract to purchase CHF 3.634
` billion, which represents the redemption value of the preferred
` shares. At March 31, 2002, Alcon has recorded a reduction to
` preferred shares of $22.3 related to the decrease in the
` redemption value due to changes in the Swiss Franc to U.S.
` dollar exchange rate. Alcon has recorded a $22.3 liability
` related to the fair value of the forward contract at March 31,
` 2002. This amount is reflected on the March 31, 2002 condensed
` consolidated balance sheet in other current liabilities.
`
` (5) Earnings Per Share
`
` Basic earnings per share is computed by dividing net earnings by the
` weighted average number of common shares outstanding. Diluted
` earnings per share is computed assuming the exercise of employee
` stock options and the vesting of contingent restricted common shares
` granted to employees.
`
` The following table reconciles the weighted average shares of the
` basic and diluted earnings per share computations:
`
`
`<TABLE>
`<CAPTION>
`
` For The Three Months Ended March 31,
` 2002 2001
` --------------------------------- ---------------------------------
` Basic Diluted Basic Diluted
` -------------- -------------- -------------- --------------
` <S> <C> <C> <C> <C>
` Average common shares
` outstanding 282,536,066 282,536,066 300,000,000 300,000,000
` Effect of dilutive securities:
` Employee stock options ---- 19,781 ---- ----
` Contingent restricted
` common shares ---- 142,933 ---- ----
` -------------- -------------- -------------- --------------
`
` Total shares 282,536,066 282,698,780 300,000,000 300,000,000
` ============== ============== ============== ==============
`
`
`</TABLE>
`
`
` Contemporaneously with the IPO, certain Alcon employees elected to
` convert $35.2 of their interests in the 1994 Phantom Stock Plan into
` approximately 2.2 million contingent restricted common shares of
` Alcon. In connection with this conversion, these employees were also
` granted options to purchase approximately 0.9 million Alcon common
` shares at $33.00 per share (the IPO price). These restricted shares
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` and options vest at various times through January 1, 2006. The
` options expire on March 20, 2012.
`
` Also contemporaneously with the IPO, Alcon granted employees and the
` independent directors incentive options to purchase approximately
` 6.4 million Alcon common shares pursuant to the 2002 Alcon Incentive
` Plan. The options vest on March 21, 2005 and expire on March 20,
` 2012.
`
` (6) Inventories, at lower of cost or market
`
` March 31, December 31,
` 2002 2001
` --------------- ---------------
` Finished goods $ 225.9 $ 219.8
` Work-in-process 39.5 36.2
` Raw materials 123.0 123.5
` --------------- ---------------
`
` Total $ 388.4 $ 379.5
` =============== ===============
`
`<PAGE>
`
` 10
`
` (7) Short Term Borrowings and Long Term Debt
`
` Alcon had short term borrowings outstanding at March 31, 2002 of
` $947.7, comprised of $621.5 under a newly established commercial
` paper program with the remainder under various short term credit
` facilities with banks and Nestle.
`
` Alcon also had $88.4 in long term debt at March 31, 2002. Funds
` raised from the issuance of commercial paper were used to reduce
` long term debt, primarily a $600 long term loan with Nestle.
`
` As of March 31, 2002, total borrowings from Nestle and its
` subsidiaries were $85.1.
`
` (8) Business Segments
`
` The Company conducts its global business through two business
` segments: Alcon United States and Alcon International. Alcon United
` States includes sales to unaffiliated customers located in the
` United States of America, excluding Puerto Rico. Alcon United States
` operating profit is derived from operating profits within the United
` States as well as operating profits earned outside of the United
` States related to the United States business. Alcon International
` includes sales to all other unaffiliated customers.
`
` Each business segment markets and sells products principally in
` three product categories of the ophthalmic market: (1)
` pharmaceutical (e.g., prescription ophthalmic drugs), (2) surgical
` equipment and devices, (e.g., cataract, retinal, and refractive) and
` (3) contact lens care (e.g., disinfecting and cleaning solutions)
` and other vision care products (e.g., artificial tears). Business
` segment operations generally do not include research and
` development, manufacturing and other corporate functions.
`
` Segment performance is measured based on sales and operating income
` reported in accordance with Generally Accepted Accounting Principles
` (GAAP). Prior to 2002, Alcon measured performance on the basis of
` International Accounting Standards. Beginning in 2002, performance
` is being measured and reported on a GAAP basis. For consistency of
` presentation, business segment information for 2002 and 2001 is
` presented on a GAAP basis.
`
` Certain manufacturing costs and manufacturing variances are not
` assigned to business segments because most manufacturing operations
` produce products for more than one business segment. Research and
` development costs, excluding regulatory costs which are included in
` the business segments, are treated as general corporate costs and
` are not assigned to business segments.
`
` Identifiable assets are not assigned by business segment and are not
` considered in evaluating the performance of the business segments.
`
`
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`<TABLE>
`<CAPTION>
`
` Depreciation and
` Sales Operating Income Amortization
` Three Months Ended Three Months Ended Three Months Ended
` March 31, March 31, March 31,
`
` 2002 2001 2002 2001 2002 2001
` ---------- ---------- ---------- ---------- ----------- ----------
` <S> <C> <C> <C> <C> <C>