Alcon Inc 6-K, filed May 13, 2025
Alcon Inc (ALC)
6-K
2025-05-13
For: 2025-03-31
View Original
Added on
April 10, 2026
About this 6-K
Alcon Inc filed this 6-K on May 13, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
_________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
May 13, 2025
Commission File Number: 001-31269
_________________
ALCON INC.
(Registrant Name)
Rue Louis-d'Affry 6
1701 Fribourg, Switzerland
1701 Fribourg, Switzerland
(Address of principal executive office)
_________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40-F: Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALCON INC. | ||||||||||||||
| Date: | May 13, 2025 | By: | /s/ David J. Endicott | |||||||||||
| Name: David J. Endicott | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
| Date: | May 13, 2025 | By: | /s/ Timothy C. Stonesifer | |||||||||||
| Name: Timothy C. Stonesifer | ||||||||||||||
| Title: Authorized Representative | ||||||||||||||
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Alcon Reports First-Quarter 2025 Results and Launches Transformational Change in Ophthalmic Surgery
with Unity VCS
with Unity VCS
•First-quarter 2025 sales of $2.5 billion, in line on a reported basis, or up 3% constant currency1 (cc), versus first-quarter 2024
•First-quarter 2025 diluted EPS of $0.70; core diluted EPS2 of $0.73
•Generated $384 million cash from operations and $278 million free cash flow3
•Dividend of CHF 0.28 per share approved by shareholders at the Annual General Meeting on May 6, 2025
•Launched rich pipeline of innovative products, including Voyager, Precision7 and Systane Pro PF in Q1 2025; Unity VCS and PanOptix Pro in May 2025
Ad Hoc Announcement Pursuant to Art. 53 LR
Geneva, May 13, 2025 - Alcon (SIX/NYSE:ALC), the global leader in eye care, reported its financial results for the three months ending March 31, 2025. For the first quarter of 2025, sales were $2.5 billion, flat on a reported basis and up 3% on a constant currency basis1, as compared to the same quarter of the previous year. Alcon reported diluted earnings per share of $0.70 and core diluted earnings per share2 of $0.73 in the first quarter of 2025.
"Despite a soft US market, I am excited about the strong initial customer reception to our recent product launches, including Unity VCS, PanOptix Pro, Voyager, Precision7 and Systane Pro PF," said David J. Endicott, Alcon's Chief Executive Officer. "As we look to the future, we expect the US market to normalize and are excited about how these groundbreaking innovations will accelerate growth in the second half of 2025, and create value for years to come."
First-quarter 2025 key figures | Three months ended March 31 | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Net sales ($ millions) | 2,451 | 2,444 | ||||||||||||||||||||||||||||||||||||
| Operating margin (%) | 19.1% | 15.1% | ||||||||||||||||||||||||||||||||||||
| Diluted earnings per share ($) | 0.70 | 0.50 | ||||||||||||||||||||||||||||||||||||
Core results (non-IFRS measure)2 | ||||||||||||||||||||||||||||||||||||||
| Core operating margin (%) | 20.8% | 22.0% | ||||||||||||||||||||||||||||||||||||
| Core diluted earnings per share ($) | 0.73 | 0.78 | ||||||||||||||||||||||||||||||||||||
Cash flows ($ millions) | ||||||||||||||||||||||||||||||||||||||
| Net cash flows from operating activities | 384 | 341 | ||||||||||||||||||||||||||||||||||||
Free cash flow (non-IFRS measure)3 | 278 | 229 | ||||||||||||||||||||||||||||||||||||
1.Constant currency (cc) is a non-IFRS measure. An explanation of non-IFRS measures can be found in the 'Non-IFRS measures as defined by the Company' section.
2.Core results, such as core gross margin, core operating income, core operating margin and core diluted EPS, are non-IFRS measures. An explanation of non-IFRS measures can be found in the 'Non-IFRS measures as defined by the Company' section.
3.Free cash flow is a non-IFRS measure. An explanation of non-IFRS measures can be found in the 'Non-IFRS measures as defined by the Company' section.
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First-quarter 2025 results
Reported net sales for the first quarter of 2025 were $2.5 billion, in line with the first quarter of 2024. Excluding unfavorable currency impacts of 3%, sales were up 3% on a constant currency basis.
The following table highlights net sales by segment for the first quarter of 2025:
| Three months ended March 31 | Change % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | $ | cc1 (non-IFRS measure) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Surgical | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Implantables | 420 | 433 | (3) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumables | 712 | 686 | 4 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equipment/other | 199 | 219 | (9) | (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Surgical | 1,331 | 1,338 | (1) | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vision Care | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contact lenses | 688 | 671 | 3 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ocular health | 432 | 435 | (1) | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Vision Care | 1,120 | 1,106 | 1 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 2,451 | 2,444 | — | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Surgical reflects strength in international markets and consumables
For the first quarter of 2025, Surgical net sales, which include implantables, consumables and equipment/other, decreased 1% to $1.3 billion versus the first quarter of 2024. Excluding unfavorable currency impacts of 3%, Surgical net sales increased 2% on a constant currency basis.
•Implantables net sales were $420 million, a decrease of 3%. Excluding unfavorable currency impacts of 3%, Implantables net sales were in line with the first quarter of 2024 in constant currency. Growth from advanced technology intraocular lenses in international markets was offset by soft market conditions and competitive pressures in the United States.
•Consumables net sales were $712 million, an increase of 4%, driven by vitreoretinal and cataract consumables, particularly in international markets, and price increases. Excluding unfavorable currency impacts of 2%, Consumables net sales increased 6% constant currency.
•Equipment/other net sales were $199 million, a decrease of 9%, as demand moderated for legacy cataract and vitreoretinal equipment. Excluding unfavorable currency impacts of 3%, Equipment/other net sales decreased 6% constant currency.
Vision Care reflects strength from Systane and pricing
For the first quarter of 2025, Vision Care net sales, which include contact lenses and ocular health, were $1.1 billion, an increase of 1% on a reported basis and 3% on a constant currency basis versus the first quarter of 2024.
•Contact lenses net sales were $688 million, an increase of 3%, primarily due to product innovation, including our toric and multifocal modalities, and price increases. Sales growth was partially offset by declines in legacy products. Excluding unfavorable currency impacts of 1%, Contact lenses net sales increased 4% constant currency.
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•Ocular health net sales were $432 million, a decrease of 1%. Excluding unfavorable currency impacts of 3%, Ocular health net sales increased 2% constant currency, primarily driven by the Systane family of artificial tears and price increases. There was a benefit of approximately 3% in the prior year period from sales of certain eye drops in China which were subsequently divested and out-licensed in the fourth quarter of 2024.
Operating income
First-quarter 2025 operating income was $468 million (+27%, +34% cc), compared to $368 million in the prior year period.
Operating margin increased 4.0 percentage points as the current year period benefited from gains of $142 million on fair value remeasurements of investments in associated companies, partially offset by increased investment in research and development ("R&D"), $13 million of acquisition and integration related items and a negative 0.7 percentage point impact from currency. Operating margin increased 4.7 percentage points on a constant currency basis.
Adjustments to arrive at core operating income in the current year period were $43 million, mainly due to $172 million of amortization and $13 million of acquisition and integration related items, partially offset by gains of $142 million on fair value remeasurements of investments in associated companies. Adjustments to arrive at core operating income in the prior year period were $169 million, mainly due to $166 million of amortization.
First-quarter 2025 core operating income was $511 million (-5%, 0% cc), compared to $537 million in the prior year period. Core operating margin decreased 1.2 percentage points, primarily due to increased investment in R&D and a negative 0.8 percentage point impact from currency. Core operating margin decreased 0.4 percentage points on a constant currency basis.
Taxes
Tax expense was $64 million, compared to $87 million in the prior year period. The average tax rate was 15.5%, compared to 26.0% in the prior year period. The decrease in average tax rate is primarily driven by a non-taxable gain on the fair value remeasurement of an investment in an associated company. The prior year period also included a net expense of $11 million from discrete tax items.
Adjustments to arrive at core tax expense in the current year period were $33 million, compared to $30 million in the prior year period, for the tax effect associated with operating income core adjustments.
Core tax expense was $97 million, compared to $117 million in the prior year period. The average core tax rate was 21.0%, compared to 23.2% in the prior year period. The prior year period included a net expense of $11 million from discrete tax items.
Diluted earnings per share
First-quarter 2025 diluted earnings per share of $0.70 increased 40%, or 50% on a constant currency basis, versus the prior year period, primarily due to gains of $142 million on fair value remeasurements of investments in associated companies. Core diluted earnings per share of $0.73 decreased 6%. Excluding unfavorable currency impacts of 6%, core diluted earnings per share were in line with the first quarter of 2024 in constant currency.
Dividend
On May 6, 2025, at the Company's Annual General Meeting, the shareholders approved a dividend of CHF 0.28 per share, which is expected to be paid on or around May 15, 2025. The total dividend payments will amount to a maximum of $170 million using the CHF/USD exchange rate as of May 6, 2025.
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Cash flow highlights
Net cash flows from operating activities amounted to $384 million in the first three months of 2025, compared to $341 million in the prior year period, reflecting a lower impact from changes in net working capital in the current year period.
Free cash flow was $278 million in the first three months of 2025, compared to $229 million in the prior year period, due to increased cash flows from operating activities.
2025 outlook
The Company updated its 2025 outlook as per the table below.
This outlook incorporates a gross tariff impact of approximately $80 million, which is expected to pressure cost of net sales. The Company anticipates fully offsetting this impact through operational actions and foreign exchange.
This outlook also includes the dilutive effects of recent business development and licensing activities, which are expected to pressure core operating margin by approximately 80 basis points and core diluted earnings per share by approximately $0.10. Please refer to the assumptions below.
2025 outlook4,5 | as of February | as of May | Comments | ||||||||
| Net sales (USD) | $10.2 to $10.4 billion | $10.4 to $10.5 billion | Updated | ||||||||
Change vs. prior year (cc)1 (non-IFRS measure) | +6% to +8% | +6% to +7% | Updated | ||||||||
Core operating margin2 (non-IFRS measure) | 21% to 22% | 20% to 21% | Updated | ||||||||
Non-operating income & expense6 | $200 to $220 million | $185 to $205 million | Updated | ||||||||
Core effective tax rate7 (non-IFRS measure) | ~20% | ~20% | Maintained | ||||||||
Core diluted EPS2 (non-IFRS measure) | $3.15 to $3.25 | $3.05 to $3.15 | Updated | ||||||||
Change vs. prior year (cc)1 (non-IFRS measure) | '+8% to +11% | '+2% to +5% | Updated | ||||||||
This outlook assumes the following:
•Aggregated markets grow approximately 4%;
•Tariff rates and exemptions announced as of May 12, 2025 persist through the end of the year;
•Exchange rates as of mid-May prevail through year-end;
•Approximately 499.5 million weighted-averaged diluted shares.5
4.The forward-looking guidance included in this press release cannot be reconciled to the comparable IFRS measures without unreasonable effort, because we are not able to predict with reasonable certainty the ultimate amount or nature of exceptional items in the fiscal year. Refer to the section 'Non-IFRS measures as defined by the Company' for more information.
5.Does not reflect the impact of the share repurchase program.
6.Non-operating income & expense includes interest expense, other financial income & expense and share of loss from associated companies.
7.Core effective tax rate, a non-IFRS measure, is the applicable annual tax rate on core taxable income. For additional information, see the explanation regarding reconciliation of forward-looking guidance in the 'Non-IFRS measures as defined by the Company' section.
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Webcast and Conference Call Instructions
The Company will host a conference call on May 14, 2025 at 8:00 a.m. Eastern Time / 2:00 p.m. Central European Time to discuss its first-quarter 2025 earnings results. The webcast can be accessed online through Alcon's Investor Relations website, i.e. investor.alcon.com. Listeners should log on approximately 10 minutes in advance. A replay will be available online within 24 hours after the event. To listen the Company's conference call, click on the link:
https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2025/Alcons-First-Quarter-2025-Earnings-Conference-Call-2025-EMbQkAWN6B/default.aspx
The Company's first-quarter 2025 press release, interim financial report and supplemental presentation materials can be found online through Alcon's Investor Relations website, or by clicking on the link:
https://investor.alcon.com/news-and-events/events-and-presentations/event-details/2025/Alcons-First-Quarter-2025-Earnings-Conference-Call-2025-EMbQkAWN6B/default.aspx
Cautionary Note Regarding Forward-Looking Statements
This document contains, and our officers and representatives may from time to time make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the US 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 we make regarding our 2025 outlook, liquidity, revenue, gross margin, operating margin, effective tax rate, foreign currency exchange movements, earnings per share, our plans and decisions relating to various capital expenditures, capital allocation priorities and other discretionary items such as our market growth assumptions, our social impact and sustainability plans, targets, goals and expectations, and generally, our expectations concerning our future performance.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our 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 as: cybersecurity breaches or other disruptions of our information technology systems; our ability to effectively manage the risks associated with the ethical use of disruptive technologies; compliance with data privacy, identity protection and information security laws, particularly with the increased use of artificial intelligence; the impact of a disruption in our global supply chain, including the effect of tariffs, or important facilities, particularly when we single-source or rely on limited sources of supply; our ability to manage social impact and sustainability matters; our reliance on outsourcing key business functions; global and regional economic, financial, monetary, legal, tax, political and social change; the increasingly challenging economic, political and legal environment in China; terrorism, war and other resulting events such as economic sanctions and trade restrictions; our ability to manage the risks associated with operating as a third party contract manufacturer; our ability to forecast sales demand and manage our inventory levels and the changing buying patterns of our customers; our success in completing and integrating strategic acquisitions, including equity investments in early-stage companies; the success of our research and development efforts, including our ability to innovate to compete effectively; our ability to comply with the US Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption laws; pricing pressure from changes in third party payor coverage and reimbursement methodologies; our ability to properly educate and train healthcare providers on our products; our ability to protect our intellectual property; our ability to comply with all laws to which we may be subject; the ability to obtain regulatory clearance and approval of our products as well as compliance with any post-approval obligations, including quality control of our manufacturing; the effect of product recalls or voluntary market withdrawals; the accuracy of our accounting estimates and assumptions, including pension and other post-employment benefit plan obligations and the carrying value of intangible assets; the impact of unauthorized importation of our products from
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countries with lower prices to countries with higher prices; our ability to service our debt obligations; the need for additional financing through the issuance of debt or equity; the effects of litigation, including product liability lawsuits and governmental investigations; supply constraints and increases in the cost of energy; our ability to attract and retain qualified personnel; legislative, tax and regulatory reform; the impact of being listed on two stock exchanges; the ability to declare and pay dividends; the different rights afforded to our shareholders as a Swiss corporation compared to a US corporation; the effect of maintaining or losing our foreign private issuer status under US securities laws; and the ability to enforce US judgments against Swiss corporations.
Additional factors are discussed in our filings with the United States Securities and Exchange Commission, including our Form 20-F. 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 we assume no obligation to update forward-looking statements as a result of new information, future events or otherwise. We also undertake no obligation to update the 2025 outlook as circumstances evolve.
Intellectual Property
This report may contain references to our proprietary intellectual property. All product names appearing in italics or ALL CAPS are trademarks owned by or licensed to Alcon Inc. Product names identified by a "®" or a "™" are trademarks that are not owned by or licensed to Alcon or its subsidiaries and are the property of their respective owners.
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 currency, 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, fair value remeasurements of investments in associated companies and certain acquisition related items. The following items that exceed a threshold of $10 million, are not operating expenses necessary to the operation of the business and have costs that will vary over periods 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, past service costs for post-employment benefit plans, 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.
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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 certain items such as 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 currency
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 historical comparative period and comparing them to the values from the historical comparative period in US dollars.
EBITDA
Alcon defines earnings before interest, tax, depreciation and amortization ("EBITDA") as net 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.
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Net (debt)/liquidity
Alcon defines net (debt)/liquidity as current and non-current financial debt less cash and cash equivalents, current investments, including time deposits, 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, core gross margins, operating income margins and core operating income margins are calculated based upon net sales unless otherwise noted.
Reconciliation of guidance for forward-looking non-IFRS measures
The forward-looking guidance included in this press release cannot be reconciled to the comparable IFRS measures without unreasonable efforts, because we are not able to predict with reasonable certainty the ultimate amount or nature of exceptional items in the fiscal year. These items are uncertain, depend on many factors and could have a material impact on our IFRS results for the guidance period.
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Financial tables
Net sales by region
| Three months ended March 31 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | 1,137 | 46 | % | 1,149 | 47 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| International | 1,314 | 54 | % | 1,295 | 53 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | 2,451 | 100 | % | 2,444 | 100 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidated Income Statement (unaudited)
Three months ended March 31 | ||||||||||||||||||||||||||||||||||||||||||||
| ($ millions except earnings per share) | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||
| Net sales | 2,451 | 2,444 | ||||||||||||||||||||||||||||||||||||||||||
| Other revenues | 22 | 15 | ||||||||||||||||||||||||||||||||||||||||||
| Net sales and other revenues | 2,473 | 2,459 | ||||||||||||||||||||||||||||||||||||||||||
| Cost of net sales | (1,071) | (1,063) | ||||||||||||||||||||||||||||||||||||||||||
| Cost of other revenues | (19) | (14) | ||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 1,383 | 1,382 | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general & administration | (813) | (802) | ||||||||||||||||||||||||||||||||||||||||||
| Research & development | (222) | (199) | ||||||||||||||||||||||||||||||||||||||||||
| Other income | 149 | 6 | ||||||||||||||||||||||||||||||||||||||||||
| Other expense | (29) | (19) | ||||||||||||||||||||||||||||||||||||||||||
| Operating income | 468 | 368 | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (49) | (45) | ||||||||||||||||||||||||||||||||||||||||||
| Other financial income & expense | 9 | 12 | ||||||||||||||||||||||||||||||||||||||||||
| Share of (loss) from associated companies | (14) | — | ||||||||||||||||||||||||||||||||||||||||||
| Income before taxes | 414 | 335 | ||||||||||||||||||||||||||||||||||||||||||
| Taxes | (64) | (87) | ||||||||||||||||||||||||||||||||||||||||||
| Net income | 350 | 248 | ||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 248 | ||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests | — | — | ||||||||||||||||||||||||||||||||||||||||||
Earnings per share ($)(1) | ||||||||||||||||||||||||||||||||||||||||||||
| Basic | 0.71 | 0.50 | ||||||||||||||||||||||||||||||||||||||||||
| Diluted | 0.70 | 0.50 | ||||||||||||||||||||||||||||||||||||||||||
Weighted average number of shares outstanding (millions) | ||||||||||||||||||||||||||||||||||||||||||||
| Basic | 495.1 | 493.8 | ||||||||||||||||||||||||||||||||||||||||||
| Diluted | 498.0 | 496.6 | ||||||||||||||||||||||||||||||||||||||||||
(1) Earnings per share is calculated on the amount of net income attributable to shareholders of Alcon Inc.
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Segment contribution
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| Change % | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | $ | cc(1) (non-IFRS measure) | ||||||||||||||||||||||||||||
| Surgical segment contribution | 336 | 386 | (13) | (9) | ||||||||||||||||||||||||||||
| As % of net sales | 25.2 | 28.8 | ||||||||||||||||||||||||||||||
| Vision Care segment contribution | 281 | 258 | 9 | 13 | ||||||||||||||||||||||||||||
| As % of net sales | 25.1 | 23.3 | ||||||||||||||||||||||||||||||
| Not allocated to segments | (149) | (276) | 46 | 46 | ||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | 34 | ||||||||||||||||||||||||||||
Core adjustments (non-IFRS measure)(1) | 43 | 169 | ||||||||||||||||||||||||||||||
Core operating income (non-IFRS measure)(1) | 511 | 537 | (5) | — | ||||||||||||||||||||||||||||
(1)Core results and constant currency are non-IFRS measures. Refer to the 'Non-IFRS measures as defined by the Company' section for additional information and to the 'Reconciliation of IFRS results to core results (non-IFRS measure)' section for reconciliation tables.
Operating income
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| Change % | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | $ | cc(1) (non-IFRS measure) | ||||||||||||||||||||||||||||
| Cost of net sales | (1,071) | (1,063) | (1) | (2) | ||||||||||||||||||||||||||||
| Gross profit | 1,383 | 1,382 | — | 3 | ||||||||||||||||||||||||||||
| Gross margin (%) | 56.4 | 56.5 | ||||||||||||||||||||||||||||||
| Selling, general & administration | (813) | (802) | (1) | (3) | ||||||||||||||||||||||||||||
| Research & development | (222) | (199) | (12) | (13) | ||||||||||||||||||||||||||||
| Other income | 149 | 6 | nm | nm | ||||||||||||||||||||||||||||
| Other expense | (29) | (19) | (53) | (47) | ||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | 34 | ||||||||||||||||||||||||||||
| Operating margin (%) | 19.1 | 15.1 | ||||||||||||||||||||||||||||||
Core results (non-IFRS measure)(1) | ||||||||||||||||||||||||||||||||
| Core gross profit | 1,550 | 1,549 | — | 3 | ||||||||||||||||||||||||||||
| Core gross margin (%) | 63.2 | 63.4 | ||||||||||||||||||||||||||||||
| Core operating income | 511 | 537 | (5) | — | ||||||||||||||||||||||||||||
| Core operating margin (%) | 20.8 | 22.0 | ||||||||||||||||||||||||||||||
nm = not meaningful
(1) Core results and constant currency are non-IFRS measures. Refer to the 'Non-IFRS measures as defined by the Company' section for additional information and to the 'Reconciliation of IFRS results to core results (non-IFRS measure)' section for reconciliation tables.
10
Non-operating income & expense
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| Change % | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | $ | cc(1) (non-IFRS measure) | ||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | 34 | ||||||||||||||||||||||||||||
| Interest expense | (49) | (45) | (9) | (9) | ||||||||||||||||||||||||||||
| Other financial income & expense | 9 | 12 | (25) | (20) | ||||||||||||||||||||||||||||
| Share of (loss) from associated companies | (14) | — | nm | nm | ||||||||||||||||||||||||||||
| Income before taxes | 414 | 335 | 24 | 32 | ||||||||||||||||||||||||||||
| Taxes | (64) | (87) | 26 | 21 | ||||||||||||||||||||||||||||
| Net income | 350 | 248 | 41 | 50 | ||||||||||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 248 | 41 | 50 | ||||||||||||||||||||||||||||
| Non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||
Basic earnings per share ($)(2) | 0.71 | 0.50 | 42 | 50 | ||||||||||||||||||||||||||||
Diluted earnings per share ($)(2) | 0.70 | 0.50 | 40 | 50 | ||||||||||||||||||||||||||||
Core results (non-IFRS measure)(1) | ||||||||||||||||||||||||||||||||
| Core taxes | (97) | (117) | 17 | 12 | ||||||||||||||||||||||||||||
| Core net income | 365 | 387 | (6) | — | ||||||||||||||||||||||||||||
| Core net income attributable to: | ||||||||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 365 | 387 | (6) | — | ||||||||||||||||||||||||||||
| Non-controlling interests | — | — | — | — | ||||||||||||||||||||||||||||
Core basic earnings per share ($)(2) | 0.74 | 0.78 | (5) | — | ||||||||||||||||||||||||||||
Core diluted earnings per share ($)(2) | 0.73 | 0.78 | (6) | — | ||||||||||||||||||||||||||||
nm = not meaningful
(1)Core results and constant currency are non-IFRS measures. Refer to the 'Non-IFRS measures as defined by the Company' section for additional information and to the 'Reconciliation of IFRS results to core results (non-IFRS measure)' section for reconciliation tables.
(2)Earnings per share and core earnings per share are calculated on the amount of net income and core net income, respectively, attributable to shareholders of Alcon Inc.
11
Reconciliation of IFRS results to core results (non-IFRS measure)
Three months ended March 31, 2025
| ($ millions except earnings per share) | IFRS results | Amortization of certain intangible assets(1) | Gains on investments in associated companies(2) | Acquisition and integration related items(3) | Other items(4) | Core results (non-IFRS measure) | ||||||||||||||||||||
| Gross profit | 1,383 | 167 | — | — | — | 1,550 | ||||||||||||||||||||
| Operating income | 468 | 172 | (142) | 13 | — | 511 | ||||||||||||||||||||
| Income before taxes | 414 | 172 | (142) | 13 | 5 | 462 | ||||||||||||||||||||
Taxes(5) | (64) | (30) | — | (3) | — | (97) | ||||||||||||||||||||
| Net income | 350 | 142 | (142) | 10 | 5 | 365 | ||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 142 | (142) | 10 | 5 | 365 | ||||||||||||||||||||
| Non-controlling interests | — | — | — | — | — | — | ||||||||||||||||||||
Basic earnings per share ($)(6) | 0.71 | 0.74 | ||||||||||||||||||||||||
Diluted earnings per share ($)(6) | 0.70 | 0.73 | ||||||||||||||||||||||||
Basic - weighted average shares outstanding (millions)(6) | 495.1 | 495.1 | ||||||||||||||||||||||||
Diluted - weighted average shares outstanding (millions)(6) | 498.0 | 498.0 | ||||||||||||||||||||||||
Refer to the associated explanatory footnotes at the end of the 'Reconciliation of IFRS results to core results (non-IFRS measure)' tables.
Three months ended March 31, 2024
| ($ millions except earnings per share) | IFRS results | Amortization of certain intangible assets(1) | Acquisition and integration related items(3) | Other items(4) | Core results (non-IFRS measure) | |||||||||||||||||||||
| Gross profit | 1,382 | 164 | 3 | — | 1,549 | |||||||||||||||||||||
| Operating income | 368 | 166 | 3 | — | 537 | |||||||||||||||||||||
| Income before taxes | 335 | 166 | 3 | — | 504 | |||||||||||||||||||||
Taxes(5) | (87) | (29) | (1) | — | (117) | |||||||||||||||||||||
| Net income | 248 | 137 | 2 | — | 387 | |||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 248 | 137 | 2 | — | 387 | |||||||||||||||||||||
| Non-controlling interests | — | — | — | — | — | |||||||||||||||||||||
Basic earnings per share ($)(6) | 0.50 | 0.78 | ||||||||||||||||||||||||
Diluted earnings per share ($)(6) | 0.50 | 0.78 | ||||||||||||||||||||||||
Basic - weighted average shares outstanding (millions)(6) | 493.8 | 493.8 | ||||||||||||||||||||||||
Diluted - weighted average shares outstanding (millions)(6) | 496.6 | 496.6 | ||||||||||||||||||||||||
Refer to the associated explanatory footnotes at the end of the 'Reconciliation of IFRS results to core results (non-IFRS measure)' tables.
12
Explanatory footnotes to IFRS to core reconciliation tables
(1)Includes amortization for all intangible assets other than software.
(2)For the three months ended March 31, 2025, includes gains on fair value remeasurements of investments in associated companies.
(3)For the three months ended March 31, 2025, Operating income includes $7 million of direct acquisition costs and $6 million of integration related costs related to acquisitions. Acquisition costs include third party professional services for banker, legal, accounting and due diligence fees. Integration related costs include severance of $3 million, accelerated equity-based compensation expense of $2 million and third party professional services of $1 million.
For the three months ended March 31, 2024, Gross profit includes the amortization of inventory fair value adjustments related to an acquisition.
(4)For the three months ended March 31, 2025, Income before taxes includes core adjustments recognized for Aurion in Share of (loss) from associated companies. The expenses were incurred upon change in control from Alcon's acquisition of a majority interest in Aurion and include accelerated equity-based compensation expense of $2 million, third party professional services of $2 million for legal and accounting fees and third party bank fees of $1 million.
For the three months ended March 31, 2024, Operating income includes the amortization of option rights, offset by fair value adjustments of financial assets.
(5) For the three months ended March 31, 2025, operating income core adjustments totaled $43 million. Excluding the non-taxable gain of $136 million on fair value remeasurement of Alcon's investment in Aurion, the core adjustments totaled $179 million. The associated tax effect amounted to $33 million with an average tax rate of 18.4%.
For the three months ended March 31, 2024, tax associated with operating income core adjustments of $169 million totaled $30 million with an average tax rate of 17.8%.
(6) Core basic earnings per share is calculated using core net income attributable to shareholders of Alcon Inc. and the weighted-average shares of common stock outstanding during the period. Core diluted earnings per share also contemplate dilutive shares associated with unvested equity-based awards as described in Note 4 to the Condensed Consolidated Interim Financial Statements.
13
EBITDA (non-IFRS measure)
| Three months ended March 31 | ||||||||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||||||||
| Net income | 350 | 248 | ||||||||||||||||||
| Taxes | 64 | 87 | ||||||||||||||||||
| Depreciation of property, plant & equipment | 98 | 94 | ||||||||||||||||||
| Depreciation of right-of-use assets | 21 | 20 | ||||||||||||||||||
| Amortization of intangible assets | 191 | 183 | ||||||||||||||||||
| Interest expense | 49 | 45 | ||||||||||||||||||
| Other financial income & expense | (9) | (12) | ||||||||||||||||||
| EBITDA | 764 | 665 | ||||||||||||||||||
Cash flow and net (debt)/liquidity (non-IFRS measure)
| Three months ended March 31 | ||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||
| Net cash flows from operating activities | 384 | 341 | ||||||||||||
| Net cash flows used in investing activities | (578) | (218) | ||||||||||||
| Net cash flows used in financing activities | (96) | (66) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 26 | (10) | ||||||||||||
| Net change in cash and cash equivalents | (264) | 47 | ||||||||||||
| Change in derivative financial instrument assets | (7) | 1 | ||||||||||||
| Change in time deposits with original maturity greater than three months | (153) | — | ||||||||||||
| Change in current and non-current financial debts | (60) | 45 | ||||||||||||
| Change in net (debt) | (484) | 93 | ||||||||||||
| Net (debt) at January 1 | (2,802) | (3,643) | ||||||||||||
| Net (debt) at March 31 | (3,286) | (3,550) | ||||||||||||
14
Net (debt)/liquidity (non-IFRS measure)
| ($ millions) | At March 31, 2025 | At December 31, 2024 | |||||||||
| Current financial debt | (106) | (105) | |||||||||
| Non-current financial debt | (4,597) | (4,538) | |||||||||
| Total financial debt | (4,703) | (4,643) | |||||||||
| Less liquidity: | |||||||||||
| Cash and cash equivalents | 1,412 | 1,676 | |||||||||
| Time deposits with original maturity greater than three months | — | 153 | |||||||||
| Derivative financial instruments | 5 | 12 | |||||||||
| Total liquidity | 1,417 | 1,841 | |||||||||
| Net (debt) | (3,286) | (2,802) | |||||||||
Free cash flow (non-IFRS measure)
The following is a summary of free cash flow for the three months ended March 31, 2025 and 2024, together with a reconciliation to net cash flows from operating activities, the most directly comparable IFRS measure:
| Three months ended March 31 | |||||||||||
| ($ millions) | 2025 | 2024 | |||||||||
| Net cash flows from operating activities | 384 | 341 | |||||||||
| Purchase of property, plant & equipment | (106) | (112) | |||||||||
| Free cash flow | 278 | 229 | |||||||||
15
About Alcon
Alcon helps people see brilliantly. As the global leader in eye care with a heritage spanning over 75 years, 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 people in over 140 countries each year living with conditions like cataracts, glaucoma, retinal diseases and refractive errors. Our more than 25,000 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.
Connect with us on 
Investor Relations
Daniel Cravens
Allen Trang
+ 41 589 112 110 (Geneva)
+ 1 817 615 2789 (Fort Worth)
investor.relations@alcon.com
Media Relations
Steven Smith
+ 41 589 112 111 (Geneva)
+ 1 817 551 8057 (Fort Worth)
globalmedia.relations@alcon.com
16
ALCON INC. INTERIM FINANCIAL REPORT
| INDEX | Page | ||||
| Operating Performance | |||||
| Liquidity and Capital Resources | |||||
Condensed Consolidated Interim Financial Statements of Alcon Inc. (unaudited) | |||||
| Consolidated Income Statement | |||||
| Consolidated Statement of Comprehensive Income | |||||
| Consolidated Balance Sheet | |||||
| Consolidated Statement of Changes in Equity | |||||
| Consolidated Statement of Cash Flows | |||||
Notes to Condensed Consolidated Interim Financial Statements of Alcon Inc. | |||||
| Disclaimer | |||||
1
OPERATING PERFORMANCE
Key figures
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | Change % | |||||||||||||||||||||||||||||
| Net sales | 2,451 | 2,444 | — | |||||||||||||||||||||||||||||
| Gross profit | 1,383 | 1,382 | — | |||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | |||||||||||||||||||||||||||||
| Operating margin (%) | 19.1 | 15.1 | ||||||||||||||||||||||||||||||
| Net income | 350 | 248 | 41 | |||||||||||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 248 | 41 | |||||||||||||||||||||||||||||
| Non-controlling interests | — | — | — | |||||||||||||||||||||||||||||
Basic earnings per share ($)(1) | 0.71 | 0.50 | 42 | |||||||||||||||||||||||||||||
Diluted earnings per share ($)(1) | 0.70 | 0.50 | 40 | |||||||||||||||||||||||||||||
(1)Earnings per share is calculated on the amount of net income attributable to shareholders of Alcon Inc.
2
Net sales by segment
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | Change % | |||||||||||||||||||||||||||||
| Surgical | ||||||||||||||||||||||||||||||||
| Implantables | 420 | 433 | (3) | |||||||||||||||||||||||||||||
| Consumables | 712 | 686 | 4 | |||||||||||||||||||||||||||||
| Equipment/other | 199 | 219 | (9) | |||||||||||||||||||||||||||||
| Total Surgical | 1,331 | 1,338 | (1) | |||||||||||||||||||||||||||||
| Vision Care | ||||||||||||||||||||||||||||||||
| Contact lenses | 688 | 671 | 3 | |||||||||||||||||||||||||||||
| Ocular health | 432 | 435 | (1) | |||||||||||||||||||||||||||||
| Total Vision Care | 1,120 | 1,106 | 1 | |||||||||||||||||||||||||||||
| Net sales | 2,451 | 2,444 | — | |||||||||||||||||||||||||||||
First quarter
Surgical
Surgical net sales were $1.3 billion, a decrease of 1%, including unfavorable currency impacts of 3%.
•Implantables net sales were $420 million, a decrease of 3%, including unfavorable currency impacts of 3%. Growth from advanced technology intraocular lenses in international markets was offset by soft market conditions and competitive pressures in the United States.
•Consumables net sales were $712 million, an increase of 4%, driven by vitreoretinal and cataract consumables, particularly in international markets, and price increases. Growth was partially offset by unfavorable currency impacts of 2%.
•Equipment/other net sales were $199 million, a decrease of 9%, as demand moderated for legacy cataract and vitreoretinal equipment. There were also unfavorable currency impacts of 3%.
Vision Care
Vision Care net sales were $1.1 billion, an increase of 1%, including unfavorable currency impacts of 2%.
•Contact lenses net sales were $688 million, an increase of 3%, primarily due to product innovation, including our toric and multifocal modalities, and price increases. Sales growth was partially offset by declines in legacy products and unfavorable currency impacts of 1%.
•Ocular health net sales were $432 million, a decrease of 1%. Excluding unfavorable currency impacts of 3%, Ocular health net sales growth was primarily driven by the Systane family of artificial tears and price increases. There was a benefit of approximately 3% in the prior year period from sales of certain eye drops in China which were subsequently divested and out-licensed in the fourth quarter of 2024.
3
Operating income
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | Change % | |||||||||||||||||||||||||||||
| Cost of net sales | (1,071) | (1,063) | (1) | |||||||||||||||||||||||||||||
| Gross profit | 1,383 | 1,382 | — | |||||||||||||||||||||||||||||
| Gross margin (%) | 56.4 | 56.5 | ||||||||||||||||||||||||||||||
| Selling, general & administration | (813) | (802) | (1) | |||||||||||||||||||||||||||||
| Research & development | (222) | (199) | (12) | |||||||||||||||||||||||||||||
| Other income | 149 | 6 | nm | |||||||||||||||||||||||||||||
| Other expense | (29) | (19) | (53) | |||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | |||||||||||||||||||||||||||||
| Operating margin (%) | 19.1 | 15.1 | ||||||||||||||||||||||||||||||
nm = not meaningful
First quarter
Operating income was $468 million (+27%), compared to $368 million in the prior year period. Operating margin increased 4.0 percentage points as the current year period benefited from gains of $142 million on fair value remeasurements of investments in associated companies, partially offset by increased investment in research and development, $13 million of acquisition and integration related items and a negative 0.7 percentage point impact from currency.
4
Segment contribution
For additional information regarding segment contribution, please refer to Note 3 to the Condensed Consolidated Interim Financial Statements.
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | Change % | |||||||||||||||||||||||||||||
| Surgical segment contribution | 336 | 386 | (13) | |||||||||||||||||||||||||||||
| As % of net sales | 25.2 | 28.8 | ||||||||||||||||||||||||||||||
| Vision Care segment contribution | 281 | 258 | 9 | |||||||||||||||||||||||||||||
| As % of net sales | 25.1 | 23.3 | ||||||||||||||||||||||||||||||
| Not allocated to segments | (149) | (276) | 46 | |||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | |||||||||||||||||||||||||||||
First quarter
Surgical
Surgical segment contribution was $336 million (-13%), compared to $386 million in the prior year period. Segment contribution margin decreased 3.6 percentage points, primarily due to higher costs of inventory, increased investment in research and development and a negative 0.7 percentage point impact from currency.
Vision Care
Vision Care segment contribution was $281 million (+9%), compared to $258 million in the prior year period. Segment contribution margin increased 1.8 percentage points, primarily due to manufacturing efficiencies, partially offset by increased investment in research and development and a negative 0.4 percentage point impact from currency.
Not allocated to segments
Operating loss not allocated to segments totaled $149 million (+46%), compared to $276 million in the prior year period. The current year period included gains of $142 million on fair value remeasurements of investments in associated companies, partially offset by $13 million of acquisition and integration related items.
5
Non-operating income & expense
| Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | Change % | |||||||||||||||||||||||||||||
| Operating income | 468 | 368 | 27 | |||||||||||||||||||||||||||||
| Interest expense | (49) | (45) | (9) | |||||||||||||||||||||||||||||
| Other financial income & expense | 9 | 12 | (25) | |||||||||||||||||||||||||||||
| Share of (loss) from associated companies | (14) | — | nm | |||||||||||||||||||||||||||||
| Income before taxes | 414 | 335 | 24 | |||||||||||||||||||||||||||||
| Taxes | (64) | (87) | 26 | |||||||||||||||||||||||||||||
| Net income | 350 | 248 | 41 | |||||||||||||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 248 | 41 | |||||||||||||||||||||||||||||
| Non-controlling interests | — | — | — | |||||||||||||||||||||||||||||
Basic earnings per share ($)(1) | 0.71 | 0.50 | 42 | |||||||||||||||||||||||||||||
Diluted earnings per share ($)(1) | 0.70 | 0.50 | 40 | |||||||||||||||||||||||||||||
nm = not meaningful
(1) Earnings per share is calculated on the amount of net income attributable to shareholders of Alcon Inc.
First quarter
Interest expense
Interest expense was $49 million, broadly in line with the prior year period.
Other financial income & expense
Other financial income & expense was a net benefit of $9 million, broadly in line with the prior year period.
Share of (loss) from associated companies
Share of (loss) from associated companies was $14 million in the current year period following an increase in Alcon's investment in associated companies compared to the prior year period.
Taxes
Tax expense was $64 million, compared to $87 million in the prior year period. The average tax rate was 15.5%, compared to 26.0% in the prior year period. The decrease in average tax rate is primarily driven by a non-taxable gain on the fair value remeasurement of an investment in an associated company in the current year period. The prior year period also included a net expense of $11 million from discrete tax items.
Net income and earnings per share
Net income attributable to shareholders of Alcon Inc. was $350 million, compared to $248 million in the prior year period, primarily due to gains of $142 million on fair value remeasurements of investments in associated companies. The associated basic and diluted earnings per share were $0.71 and $0.70, respectively, compared to basic and diluted earnings per share of $0.50 in the prior year period.
6
LIQUIDITY AND CAPITAL RESOURCES
Cash flow
Net cash flows from operating activities
Net cash flows from operating activities amounted to $384 million in the first three months of 2025, compared to $341 million in the prior year period, reflecting a lower impact from changes in net working capital in the current year period.
Changes in net working capital in the current year were mainly driven by the net change in other operating liabilities and increases in inventories and trade receivables, partially offset by an increase in trade payables. The net change in other operating liabilities was primarily driven by the timing of annual associate short-term incentive payments, which generally occur in the first quarter and were lower than in the prior year period. The increase in inventories was primarily to meet expected upcoming demand. The increase in trade receivables was primarily driven by new receivables outpacing collections. The increase in trade payables was primarily driven by the timing of payments.
Changes in net working capital in the prior year period were mainly driven by the net change in other operating liabilities and the increase in trade receivables. The net change in other operating liabilities was primarily driven by the timing of annual associate short-term incentive payments. The increase in trade receivables was primarily driven by new receivables from higher sales outpacing collections. Refer to Note 7 to the Condensed Consolidated Interim Financial Statements for additional details regarding changes within net working capital in the current and prior year periods.
Net cash flows used in investing activities
Net cash flows used in investing activities amounted to $578 million in the first three months of 2025, compared to $218 million in the prior year period. Cash outflows in the current year period primarily include the acquisition of a majority interest in Aurion Biotech, Inc. ("Aurion"), the acquisition of Cylite Pty Ltd. ("Cylite"), capital expenditures and purchases of intangible assets, primarily related to software, partially offset by proceeds from a time deposit which matured in February 2025. Refer to Note 10 to the Condensed Consolidated Interim Financial Statements for additional information on the Aurion and Cylite transactions.
Cash outflows in the prior year period primarily included capital expenditures, payments for financial assets measured at fair value through other comprehensive income ("FVOCI") and purchases of intangible assets, primarily related to software and intellectual property licenses.
Net cash flows used in financing activities
Net cash flows used in financing activities amounted to $96 million in the first three months of 2025, compared to $66 million in the prior year period. Cash outflows in the current year period primarily included realized foreign exchange losses, withholding taxes paid upon net settlements of equity-based compensation and lease payments.
Cash outflows in the prior year period primarily included withholding taxes paid upon net settlements of equity-based compensation, lease payments and net payments related to certain local debt facilities.
Balance sheet
Assets
Total non-current assets were $24.9 billion as of March 31, 2025, an increase of $903 million when compared to $24.0 billion as of December 31, 2024. Intangible assets other than goodwill and Goodwill increased $796 million and $230 million, respectively, primarily due to the acquisition of a majority interest in Aurion and the acquisition of Cylite, partially offset by recurring amortization in Intangible assets other than Goodwill. Property, plant and equipment increased $62 million primarily due to capital expenditures and foreign currency effects, partially offset by depreciation. Other non-current assets decreased $218 million, primarily due to a decrease in investments in associated companies as a result of the Aurion and Cylite transactions.
Total current assets were $6.1 billion as of March 31, 2025, a decrease of $242 million when compared to $6.3 billion as of December 31, 2024. Cash and cash equivalents decreased $264 million due to the net impact of operating, investing and financing activities as described in the preceding section. Our cash and cash equivalents are maintained at a number of financial institutions. To mitigate the risk of uninsured balances, we select financial institutions based on their credit ratings and financial strength, and we perform ongoing evaluations of these institutions to limit our concentration risk
7
exposure. Time deposits decreased $153 million due to maturity of a time deposit in February 2025. Trade receivables increased $92 million due to new receivables outpacing collections and foreign currency translation effects. Inventories increased $75 million primarily due to increases to meet upcoming demand.
Liabilities
Total non-current liabilities were $6.7 billion as of March 31, 2025, an increase of $227 million when compared to $6.5 billion as of December 31, 2024. Deferred tax liabilities increased $170 million primarily related to Aurion. Financial debts increased $59 million primarily due to the refinancing of certain local bilateral facilities and foreign currency translation effects on the EUR denominated Series 2028 Note.
Total current liabilities were $2.2 billion as of March 31, 2025, a decrease of $32 million when compared to $2.3 billion as of December 31, 2024. Provisions and other current liabilities decreased $130 million primarily due to the timing of annual associate short-term incentive payments. Trade payables increased $69 million primarily due to timing of payments.
The average maturity of financial debts outstanding as of March 31, 2025 is 9.6 years, and 97% of Alcon's financial debt is at fixed interest rates. We believe that we have adequate liquidity to meet our needs.
The $1.32 billion revolving credit facility remained undrawn as of March 31, 2025 and May 13, 2025.
Equity
Equity was $22.0 billion as of March 31, 2025, an increase of $466 million when compared to $21.6 billion as of December 31, 2024. Equity attributable to non-controlling interests amounted to $16 million as of March 31, 2025 related to Aurion.
8
Additional Considerations
Tariffs
In April 2025, the United States government announced additional tariffs on goods imported into the United States, and some nations have responded with reciprocal tariffs and other actions. Subsequently, certain of these tariffs were temporarily reduced or paused to allow for trade negotiations. The future effects of these tariffs, along with any additional further changes in trade policies, are uncertain and could have an adverse effect on our business, financial condition, cash flows and results of operations. Further, adverse economic conditions impacting our customers or uncertainty about global economic conditions could cause purchases of our products to decline, which would adversely affect our net sales and operating results.
Assuming the tariff rates and exemptions announced as of May 12, 2025 persist through the end of the year, we estimate the gross impact would increase 2025 Cost of net sales by approximately $80 million. After giving effect to operational actions and assuming foreign exchange rates as of mid-May 2025 prevail through the end of the year, we expect to fully offset this impact in the year.
Refer to “Item 3. Key Information—3.D. Risk Factors—Changing economic and financial environments in many countries and increasing global political and social instability may adversely impact our business” in the 2024 form 20-F.
Share repurchase program
On February 25, 2025, the Company's Board of Directors authorized the repurchase of up to $750 million of the Company’s common shares. The shares to be acquired will be held in treasury and are intended to offset the dilutive effect of shares vesting under Alcon's equity-based incentive plans. Alcon expects to fund the repurchases through cash generated from operations. The program is authorized by the Swiss Takeover Board and subject to customary safe harbor conditions. The timing and total amount of share repurchases will depend upon a variety of factors. The share repurchase program is expected to be completed over a three year period, but may be suspended or discontinued at any time. There were no share repurchase transactions completed as of March 31, 2025.
Foreign currencies
We use the US Dollar as our reporting currency and are therefore also exposed to foreign currency exchange movements and costs to enter hedging agreements, primarily in Euros, Japanese Yen, Chinese Renminbi, Canadian Dollars, Singaporean Dollars, Swiss Francs, Russian Rubles and emerging market currencies. The foreign currency exposure on the balance sheet is hedged with limited exception, but the impact of ongoing macroeconomic conditions is currently unknown and could have a material adverse effect on our results of operations, cash flows or financial condition.
9
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF ALCON INC.
Consolidated Income Statement (unaudited)
| Three months ended March 31 | ||||||||||||||||||||
| ($ millions except earnings per share) | Note | 2025 | 2024 | |||||||||||||||||
| Net sales | 3 | 2,451 | 2,444 | |||||||||||||||||
| Other revenues | 3 | 22 | 15 | |||||||||||||||||
| Net sales and other revenues | 2,473 | 2,459 | ||||||||||||||||||
| Cost of net sales | (1,071) | (1,063) | ||||||||||||||||||
| Cost of other revenues | (19) | (14) | ||||||||||||||||||
| Gross profit | 1,383 | 1,382 | ||||||||||||||||||
| Selling, general & administration | (813) | (802) | ||||||||||||||||||
| Research & development | (222) | (199) | ||||||||||||||||||
| Other income | 149 | 6 | ||||||||||||||||||
| Other expense | (29) | (19) | ||||||||||||||||||
| Operating income | 468 | 368 | ||||||||||||||||||
| Interest expense | (49) | (45) | ||||||||||||||||||
| Other financial income & expense | 9 | 12 | ||||||||||||||||||
| Share of (loss) from associated companies | 11 | (14) | — | |||||||||||||||||
| Income before taxes | 414 | 335 | ||||||||||||||||||
| Taxes | (64) | (87) | ||||||||||||||||||
| Net income | 350 | 248 | ||||||||||||||||||
| Net income attributable to: | ||||||||||||||||||||
| Shareholders of Alcon Inc. | 350 | 248 | ||||||||||||||||||
| Non-controlling interests | — | — | ||||||||||||||||||
Earnings per share ($)(1) | ||||||||||||||||||||
Basic | 0.71 | 0.50 | ||||||||||||||||||
Diluted | 0.70 | 0.50 | ||||||||||||||||||
| Weighted average number of shares outstanding (millions) | ||||||||||||||||||||
| Basic | 4 | 495.1 | 493.8 | |||||||||||||||||
| Diluted | 4 | 498.0 | 496.6 | |||||||||||||||||
(1) Earnings per share is calculated on the amount of net income attributable to shareholders of Alcon Inc.
The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.
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Consolidated Statement of Comprehensive Income (unaudited)
| Three months ended March 31 | ||||||||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||||||||
| Net income | 350 | 248 | ||||||||||||||||||
| Other comprehensive income to be eventually recycled into the Consolidated Income Statement: | ||||||||||||||||||||
Currency translation effects, net of taxes(1) | 53 | (52) | ||||||||||||||||||
| Total of items to eventually recycle | 53 | (52) | ||||||||||||||||||
| Other comprehensive income never to be recycled into the Consolidated Income Statement: | ||||||||||||||||||||
Actuarial gains from defined benefit plans, net of taxes(2) | 8 | 14 | ||||||||||||||||||
Fair value adjustments on equity investments, net of taxes(3) | 12 | 1 | ||||||||||||||||||
| Total of items never to be recycled | 20 | 15 | ||||||||||||||||||
| Total comprehensive income | 423 | 211 | ||||||||||||||||||
| Total comprehensive income for the period attributable to: | ||||||||||||||||||||
| Shareholders of Alcon Inc. | 423 | 211 | ||||||||||||||||||
| Non-controlling interests | — | — | ||||||||||||||||||
(1)Amount is net of tax expense of $0.6 million for three months ended March 31, 2025. Amount is net of tax benefit of $0.7 million for the three months ended March 31, 2024.
(2)Amounts are net of tax expense of $2 million and $4 million for the three months ended March 31, 2025 and 2024, respectively.
(3)Amounts are net of tax expense of $2 million and $0.3 million for three months ended March 31, 2025 and 2024, respectively.
The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.
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Consolidated Balance Sheet (unaudited)
| ($ millions) | Note | March 31, 2025 | December 31, 2024 | ||||||||
| Assets | |||||||||||
| Non-current assets | |||||||||||
| Property, plant & equipment | 4,451 | 4,389 | |||||||||
| Right-of-use assets | 452 | 449 | |||||||||
| Goodwill | 9,176 | 8,946 | |||||||||
| Intangible assets other than goodwill | 9,383 | 8,587 | |||||||||
| Deferred tax assets | 430 | 421 | |||||||||
| Financial assets | 6 | 673 | 652 | ||||||||
| Other non-current assets | 376 | 594 | |||||||||
| Total non-current assets | 24,941 | 24,038 | |||||||||
| Current assets | |||||||||||
| Inventories | 2,343 | 2,268 | |||||||||
| Trade receivables | 1,828 | 1,736 | |||||||||
| Income tax receivables | 29 | 23 | |||||||||
| Cash and cash equivalents | 1,412 | 1,676 | |||||||||
| Time deposits | — | 153 | |||||||||
| Other current assets | 455 | 453 | |||||||||
| Total current assets | 6,067 | 6,309 | |||||||||
| Total assets | 31,008 | 30,347 | |||||||||
| Equity and liabilities | |||||||||||
| Equity | |||||||||||
| Share capital | 20 | 20 | |||||||||
| Reserves | 21,983 | 21,533 | |||||||||
| Equity attributable to shareholders of Alcon Inc. | 22,003 | 21,553 | |||||||||
| Non-controlling interests | 10 | 16 | — | ||||||||
| Total equity | 22,019 | 21,553 | |||||||||
| Liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Financial debts | 5 | 4,597 | 4,538 | ||||||||
| Lease liabilities | 428 | 429 | |||||||||
| Deferred tax liabilities | 894 | 724 | |||||||||
| Provisions & other non-current liabilities | 824 | 825 | |||||||||
| Total non-current liabilities | 6,743 | 6,516 | |||||||||
| Current liabilities | |||||||||||
| Trade payables | 842 | 773 | |||||||||
| Financial debts | 5 | 106 | 105 | ||||||||
| Lease liabilities | 73 | 68 | |||||||||
| Current income tax liabilities | 127 | 104 | |||||||||
| Provisions & other current liabilities | 1,098 | 1,228 | |||||||||
| Total current liabilities | 2,246 | 2,278 | |||||||||
| Total liabilities | 8,989 | 8,794 | |||||||||
| Total equity and liabilities | 31,008 | 30,347 | |||||||||
The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.
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Consolidated Statement of Changes in Equity (unaudited)
Three months ended March 31, 2025
| Attributable to shareholders of Alcon Inc. | ||||||||||||||||||||||||||||||||
| ($ millions) | Share capital | Other reserves | Fair value adjustments on equity investments | Actuarial gains from defined benefit plans | Cumulative currency translation effects | Total value adjustments(1) | Total | Non-controlling interests | Total equity | |||||||||||||||||||||||
| Balance as of January 1, 2025 | 20 | 21,688 | (65) | 51 | (141) | (155) | 21,553 | — | 21,553 | |||||||||||||||||||||||
| Net income | 350 | — | 350 | — | 350 | |||||||||||||||||||||||||||
| Other comprehensive income | 12 | 8 | 53 | 73 | 73 | — | 73 | |||||||||||||||||||||||||
| Total comprehensive income | — | 350 | 12 | 8 | 53 | 73 | 423 | — | 423 | |||||||||||||||||||||||
| Equity-based compensation | 5 | — | 5 | — | 5 | |||||||||||||||||||||||||||
| Initial recognition of non-controlling interests | — | — | — | 27 | 27 | |||||||||||||||||||||||||||
Changes in non-controlling interests | — | — | — | (11) | (11) | |||||||||||||||||||||||||||
Other movements(2) | 24 | (2) | (2) | 22 | — | 22 | ||||||||||||||||||||||||||
| Total other movements | — | 29 | (2) | — | — | (2) | 27 | 16 | 43 | |||||||||||||||||||||||
| Balance as of March 31, 2025 | 20 | 22,067 | (55) | 59 | (88) | (84) | 22,003 | 16 | 22,019 | |||||||||||||||||||||||
Three months ended March 31, 2024
| Attributable to shareholders of Alcon Inc. | ||||||||||||||||||||||||||||||||
| ($ millions) | Share capital | Other reserves | Fair value adjustments on equity investments | Actuarial gains from defined benefit plans | Cumulative currency translation effects | Total value adjustments(1) | Total equity | |||||||||||||||||||||||||
| Balance as of January 1, 2024 | 20 | 20,624 | (32) | 37 | (25) | (20) | 20,624 | |||||||||||||||||||||||||
| Net income | 248 | — | 248 | |||||||||||||||||||||||||||||
| Other comprehensive income/(loss) | 1 | 14 | (52) | (37) | (37) | |||||||||||||||||||||||||||
| Total comprehensive income | — | 248 | 1 | 14 | (52) | (37) | 211 | |||||||||||||||||||||||||
| Equity-based compensation | (6) | — | (6) | |||||||||||||||||||||||||||||
Other movements(2) | (2) | — | (2) | |||||||||||||||||||||||||||||
| Total other movements | — | (8) | — | — | — | — | (8) | |||||||||||||||||||||||||
| Balance as of March 31, 2024 | 20 | 20,864 | (31) | 51 | (77) | (57) | 20,827 | |||||||||||||||||||||||||
(1) "Total value adjustments" are presented net of the corresponding tax effects.
(2)Activity includes hyperinflationary accounting. For the three months ended March 31, 2025, Other reserves also includes the reversal of previously-recognized deferred tax and a reclassification related to the settlement of an equity investment.
The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.
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Consolidated Statement of Cash Flows (unaudited)
| Three months ended March 31 | ||||||||||||||
| ($ millions) | Note | 2025 | 2024 | |||||||||||
| Net income | 350 | 248 | ||||||||||||
| Adjustments to reconcile net income to net cash flows from operating activities | ||||||||||||||
| Depreciation, amortization, impairments and fair value adjustments | 7.1 | 168 | 296 | |||||||||||
| Equity-based compensation expense | 39 | 43 | ||||||||||||
| Non-cash change in current and non-current provisions and other non-current liabilities | 10 | 16 | ||||||||||||
| Losses on disposal and other adjustments on property, plant & equipment and other non-current assets, net | 1 | 2 | ||||||||||||
| Interest expense | 49 | 45 | ||||||||||||
| Other financial income & expense | (9) | (12) | ||||||||||||
| Share of loss from associated companies | 11 | 14 | — | |||||||||||
| Taxes | 64 | 87 | ||||||||||||
| Interest received | 23 | 16 | ||||||||||||
| Interest paid | (38) | (36) | ||||||||||||
| Other financial payments | (2) | (3) | ||||||||||||
| Taxes paid | (40) | (32) | ||||||||||||
| Net cash flows before working capital changes and net payments out of provisions and other non-current liabilities | 629 | 670 | ||||||||||||
| Net payments out of provisions and other cash movements in non-current liabilities | (21) | (42) | ||||||||||||
| Change in net current assets and other operating cash flow items | 7.2 | (224) | (287) | |||||||||||
| Net cash flows from operating activities | 384 | 341 | ||||||||||||
| Purchase of property, plant & equipment | (106) | (112) | ||||||||||||
| Purchase of intangible assets | (34) | (31) | ||||||||||||
| Payments for financial assets | (10) | (77) | ||||||||||||
| Proceeds from time deposits | 150 | — | ||||||||||||
| Proceeds from financial assets | — | 2 | ||||||||||||
| Acquisitions of businesses, net of cash acquired | 10 | (568) | — | |||||||||||
| Other investing cash flows | (10) | — | ||||||||||||
| Net cash flows used in investing activities | (578) | (218) | ||||||||||||
| Repayment of financial debts | (56) | (47) | ||||||||||||
| Proceeds from financial debts, net of issuance costs | 38 | 39 | ||||||||||||
| Other net changes in financial debts | 20 | (10) | ||||||||||||
| Lease payments | (19) | (25) | ||||||||||||
| Payment of withholding taxes related to equity-based compensation | (33) | (33) | ||||||||||||
| Other financing cash flows | (46) | 10 | ||||||||||||
| Net cash flows used in financing activities | (96) | (66) | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 26 | (10) | ||||||||||||
| Net change in cash and cash equivalents | (264) | 47 | ||||||||||||
| Cash and cash equivalents at January 1 | 1,676 | 1,094 | ||||||||||||
| Cash and cash equivalents at March 31 | 1,412 | 1,141 | ||||||||||||
The accompanying Notes form an integral part of the Condensed Consolidated Interim Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS OF ALCON INC. (unaudited)
1. Selected accounting policies
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 Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB") and with the accounting policies as described in Note 2 to the December 31, 2024 Consolidated Financial Statements in the Company’s 2024 Form 20-F ("Form 20-F").
These Condensed Consolidated Interim Financial Statements do not include all of the information required for a complete set of International Financial Reporting Standards ("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 prior annual Consolidated Financial Statements. For non-wholly owned subsidiaries, non-controlling interests are recognized to reflect the portion of equity that is not attributable, directly or indirectly, to Alcon. The Condensed Consolidated Interim Financial Statements should be read in conjunction with the annual Consolidated Financial Statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS as issued by the IASB ("IFRS Accounting Standards") and can be found in the Form 20-F.
The accompanying Condensed Consolidated Interim Financial Statements present our historical financial position, results of operations, comprehensive income and cash flows in accordance with IFRS Accounting Standards. Alcon's principal accounting policies are set out in Note 2 to the Consolidated Financial Statements in the Form 20-F.
Use of estimates and assumptions
The preparation of Condensed Consolidated Interim Financial Statements requires management to make certain estimates and assumptions, either at the balance sheet date or during the period, that affect the reported amounts of assets and liabilities as well as revenues and expenses. Because of the inherent uncertainties, actual outcomes and results may differ from management's assumptions and estimates.
Business combinations
The business combinations accounting policy was expanded in 2025 to include business combinations achieved in stages and non-controlling interests, as follows:
If the business combination is achieved in stages, the acquisition date carrying value of Alcon’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in Other income or Other expense, respectively, in the Consolidated Income Statement.
Alcon recognizes non-controlling interests in the acquired entity on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interests' proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis.
Impairment of goodwill, Alcon brand name and definite lived intangible assets
As discussed in Note 2 to the Consolidated Financial Statements in the Form 20-F, Goodwill, the Alcon brand name and acquired in-process research & development ("IPR&D") 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 or reportable segment 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.
15
New standards and interpretations not yet adopted
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements and accompanies limited amendments to other standards which will be effective upon the adoption of the new standard. IFRS 18 will be retroactively effective for our annual reporting periods beginning on January 1, 2027, with early adoption permitted. The standard is expected to improve comparability and transparency of financial statements by requiring defined subtotals in the Consolidated Income Statement, requiring disclosure of management-defined performance measures and adding new principles for aggregation and disaggregation of information. Alcon is currently evaluating the impact of this standard on its Consolidated Financial Statements.
Other than previously described, as of March 31, 2025 there are no IFRS Accounting Standards, interpretations or amendments not yet effective that would be expected to have a material impact on Alcon upon adoption.
16
2. Significant transactions
Significant transactions in 2025
Vision Care - Acquisition of majority interest in Aurion Biotech, Inc.
On March 24, 2025, Alcon closed on agreements with certain existing shareholders of Aurion Biotech, Inc. ("Aurion") to acquire approximately 58.7% of outstanding equity for approximately $486 million and outstanding convertible notes from the same shareholders for approximately $36 million, totaling $522 million cash paid at closing. When combined with Alcon's existing 40.3% investment in Aurion, the transaction resulted in 99% ownership of Aurion on an outstanding basis. Aurion's ownership on a fully diluted basis at closing was approximately 85.0% held by Alcon and 15.0% held by non-controlling interests. This transaction supports Alcon's ophthalmic pharmaceutical portfolio expansion, including biopharmaceutical applications, with the potential to advance the first-ever corneal cell therapy candidate. The acquisition of majority interest was accounted for as a business combination that resulted in goodwill of $140 million after the preliminary purchase price allocation ("PPA") of the consideration to the fair values of acquired assets and assumed liabilities. The fair values of the acquired assets and assumed liabilities are provisional primarily due to pending final measurement of the non-controlling interests and valuation of acquired tax attributes. Total cash paid at closing, net of cash acquired, was $496 million. Refer to Note 10 for additional information, including preliminary PPA and details related to the associated non-controlling interests.
Surgical - Acquisition of Cylite Pty Ltd.
On January 16, 2025, Alcon executed a stock purchase agreement and acquired approximately 91.2% of outstanding equity from Cylite Pty Ltd. ("Cylite") shareholders, resulting in 100% ownership when combined with Alcon's existing 8.8% investment in Cylite. The Cylite diagnostic device under development complements Alcon’s existing Surgical portfolio for cataracts. The acquisition of the remaining equity interest was accounted for as a business combination that resulted in goodwill of $90 million after the preliminary PPA of the consideration to the fair values of acquired assets and assumed liabilities. The fair value of the assets acquired and liabilities assumed for the acquisition were based on preliminary calculations and valuations, and the estimates and assumptions for this acquisition are subject to change as additional information is obtained during the respective measurement period up to one year from the acquisition date. Total cash paid at closing, net of cash acquired, was $72 million. Refer to Note 10 for additional information and preliminary PPA.
Significant transactions in 2024
Divestment of product rights and out-licensing in China
On October 17, 2024, Alcon closed on a set of definitive agreements to divest its rights in China in favor of Ocumension Therapeutics (Hong Kong) Limited (“Ocumension”) to Bion Tears and Tears Naturale (reported in Vision Care segment) and procedural eye drops (reported in Surgical segment). Under the terms of the agreements, Ocumension licensed the exclusive commercialization rights to Systane Ultra in China and development and commercialization rights to AR-15512 in China. In exchange, Alcon received up-front consideration of $116 million in the form of approximately 16.7% of the ordinary shares of Ocumension. Alcon will also receive royalties and defined AR-15512 sales milestones.
Surgical - Acquisition of BELKIN Vision Ltd.
On July 1, 2024, Alcon acquired 100% of the outstanding shares and equity of BELKIN Vision Ltd. ("BELKIN") as provided under the Agreement and Plan of Merger. This transaction complements Alcon’s existing Surgical portfolio in the treatment of glaucoma. The acquisition was accounted for as a business combination that resulted in goodwill of $20 million after the PPA of the consideration to the fair values of acquired assets and assumed liabilities. Total cash paid at closing for the net identifiable assets recognized, net of cash acquired, was $61 million.
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3. 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. Alcon's reportable segments are the same as its operating segments as Alcon does not aggregate any operating segments in arriving at its reportable segments. 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, cell therapies to treat ocular diseases and a comprehensive portfolio of ocular health products, including products for dry eye, ocular allergies, glaucoma and contact lens care, 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 and the selected accounting policies mentioned in Note 1 are used in the reporting of segment results.
The Executive Committee of Alcon evaluates segmental performance and allocates resources among the segments based on net sales and segment contribution, which is the single measure of segment profitability.
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, fair value adjustments to contingent consideration liabilities, past service costs primarily for post-employment benefit plan amendments, acquisition and integration related costs, certain acquisition and divestment related items, 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, fair value remeasurements of investments in associated companies, restructuring costs, legal provisions and settlements and other income and expense items not attributed to a specific segment.
18
Net sales and other revenues by segment
| Three months ended March 31 | ||||||||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||||||||
| Surgical | ||||||||||||||||||||
| Implantables | 420 | 433 | ||||||||||||||||||
| Consumables | 712 | 686 | ||||||||||||||||||
| Equipment/other | 199 | 219 | ||||||||||||||||||
| Total Surgical net sales | 1,331 | 1,338 | ||||||||||||||||||
| Vision Care | ||||||||||||||||||||
| Contact lenses | 688 | 671 | ||||||||||||||||||
| Ocular health | 432 | 435 | ||||||||||||||||||
| Total Vision Care net sales | 1,120 | 1,106 | ||||||||||||||||||
| Total net sales | 2,451 | 2,444 | ||||||||||||||||||
| Surgical other revenues | 1 | — | ||||||||||||||||||
Vision Care other revenues | 21 | 15 | ||||||||||||||||||
| Total other revenues | 22 | 15 | ||||||||||||||||||
| Total net sales and other revenues | 2,473 | 2,459 | ||||||||||||||||||
Segment contribution and reconciliation to income before taxes
The below table summarizes segment contribution, including material items of income and expense as required by IFRS 8, Operating Segments, and the associated IFRIC agenda decision published in July 2024. The below table also includes a reconciliation of segment contribution to Income before taxes.
| Surgical | Vision Care | Not allocated to segments | Total | ||||||||||||||||||||||||||||||||
Three months ended March 31 | Three months ended March 31 | Three months ended March 31 | Three months ended March 31 | ||||||||||||||||||||||||||||||||
| ($ millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||
| Net sales | 1,331 | 1,338 | 1,120 | 1,106 | — | — | 2,451 | 2,444 | |||||||||||||||||||||||||||
| Other revenues | 1 | — | 21 | 15 | — | — | 22 | 15 | |||||||||||||||||||||||||||
| Cost of net sales | (496) | (470) | (397) | (416) | (178) | (177) | (1,071) | (1,063) | |||||||||||||||||||||||||||
| Cost of other revenues | (1) | — | (18) | (14) | — | — | (19) | (14) | |||||||||||||||||||||||||||
| Selling, general & administration | (356) | (352) | (373) | (368) | (84) | (82) | (813) | (802) | |||||||||||||||||||||||||||
| Research & development | (143) | (130) | (72) | (65) | (7) | (4) | (222) | (199) | |||||||||||||||||||||||||||
| Other income | — | — | — | — | 149 | 6 | 149 | 6 | |||||||||||||||||||||||||||
| Other expense | — | — | — | — | (29) | (19) | (29) | (19) | |||||||||||||||||||||||||||
| Segment contribution and Operating income | 336 | 386 | 281 | 258 | (149) | (276) | 468 | 368 | |||||||||||||||||||||||||||
| Interest expense | (49) | (45) | (49) | (45) | |||||||||||||||||||||||||||||||
| Other financial income & expense | 9 | 12 | 9 | 12 | |||||||||||||||||||||||||||||||
| Share of (loss) from associated companies | (14) | — | (14) | — | |||||||||||||||||||||||||||||||
| Income before taxes | 414 | 335 | |||||||||||||||||||||||||||||||||
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Net sales by region(1)
| Three months ended March 31 | |||||||||||||||||||||||||||||
| ($ millions unless indicated otherwise) | 2025 | 2024 | |||||||||||||||||||||||||||
| United States | 1,137 | 46 | % | 1,149 | 47 | % | |||||||||||||||||||||||
| International | 1,314 | 54 | % | 1,295 | 53 | % | |||||||||||||||||||||||
| Net sales | 2,451 | 100 | % | 2,444 | 100 | % | |||||||||||||||||||||||
(1) Net sales by location of third-party customer.
4. Dividends, earnings per share and share repurchase program
Dividends
On February 25, 2025, the Company's Board of Directors (the "Board") proposed a dividend of CHF 0.28 per share, which was subsequently approved by the shareholders at the Annual General Meeting on May 6, 2025 and is expected to be paid on or around May 15, 2025. The total dividend payments will amount to a maximum of $170 million using the CHF/USD exchange rate as of May 6, 2025.
On February 27, 2024, the Board proposed a dividend of CHF 0.24 per share, which was subsequently approved by the shareholders at the Annual General Meeting on May 8, 2024 and paid in May 2024 for an amount of $130 million.
Earnings per share
As of March 31, 2025, there were 495.7 million outstanding common shares, after the delivery of 1.1 million net shares vesting under the equity incentive programs during the three months ended March 31, 2025.
Basic earnings per share is computed by dividing net income attributable to shareholders of Alcon Inc. for the period by the weighted average number of common shares outstanding during the period. For the three months ended March 31, 2025, the weighted average number of shares outstanding was 495.1 million. For the three months ended March 31, 2024, the weighted average number of shares outstanding was 493.8 million.
The only potentially dilutive securities are the outstanding unvested equity-based awards, as described in Note 8. 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 months ended March 31, 2025, the weighted average diluted number of shares outstanding was 498.0 million, which includes the potential conversion of 2.9 million unvested equity-based awards. For the three months ended March 31, 2024, the weighted average diluted number of shares outstanding was 496.6 million, which includes the potential conversion of 2.8 million unvested equity-based awards.
Share repurchase program
On February 25, 2025, the Board authorized the repurchase of up to $750 million of the Company’s common shares. The shares to be acquired will be held in treasury and are intended to offset the dilutive effect of shares vesting under Alcon's equity-based incentive plans. Alcon expects to fund the repurchases through cash generated from operations. The program is authorized by the Swiss Takeover Board and subject to customary safe harbor conditions. The timing and total amount of share repurchases will depend upon a variety of factors. The share repurchase program is expected to be completed over a three year period, but may be suspended or discontinued at any time. There were no share repurchase transactions completed as of March 31, 2025.
20
5. Non-current and current financial debts
The below table summarizes non-current and current Financial debts outstanding as of March 31, 2025 and December 31, 2024.
| ($ millions) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Non-current financial debts | ||||||||||||||
Local facilities (Japan), floating rate debt due 2028 | 35 | — | ||||||||||||
2.750% Series 2026 Notes | 499 | 499 | ||||||||||||
2.375% Series 2028 Notes | 539 | 517 | ||||||||||||
3.000% Series 2029 Notes | 996 | 995 | ||||||||||||
2.600% Series 2030 Notes | 746 | 746 | ||||||||||||
5.375% Series 2032 Notes | 694 | 694 | ||||||||||||
3.800% Series 2049 Notes | 495 | 495 | ||||||||||||
5.750% Series 2052 Notes | 592 | 592 | ||||||||||||
Other non-current financial debts | 1 | — | ||||||||||||
Revolving facility, floating rate due 2029 | — | — | ||||||||||||
| Total non-current financial debts | 4,597 | 4,538 | ||||||||||||
| Current financial debts | ||||||||||||||
| Local facilities, floating rate: | ||||||||||||||
Japan | — | 26 | ||||||||||||
| All others | 97 | 67 | ||||||||||||
| Other short-term financial debts, floating rate | 7 | 8 | ||||||||||||
| Derivatives | 2 | 4 | ||||||||||||
| Total current financial debts | 106 | 105 | ||||||||||||
| Total financial debts | 4,703 | 4,643 | ||||||||||||
Interest expense recognized for Financial debts, excluding lease liabilities, was $41 million and $40 million for the three months ended March 31, 2025 and 2024, respectively.
Revolving credit facility
The $1.32 billion Revolving Credit Facility remained undrawn as of March 31, 2025.
Local bilateral facilities
On January 20, 2025, three local bilateral facilities in Japan which were set to mature in February 2025 were refinanced by two facilities with three year maturities totaling $64 million (JPY 10 billion) using the FX rate as of January 20, 2025. Of that amount, $35 million was drawn as of March 31, 2025. The two local bilateral facilities are guaranteed by the Company.
21
6. 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 in 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 and equity securities in public companies are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Investments in money market funds are classified as Cash & cash equivalents within the Condensed Consolidated Balance Sheet.
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. Fair value measurements classified as Level 3 are performed primarily using the income approach or market approach. The financial assets and liabilities generally included in the Level 3 fair value hierarchy are equity securities and convertible notes receivable of private companies measured at FVOCI, fund investments, options to acquire private companies, and contingent consideration liabilities measured at FVPL.
The below table summarizes financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024.
March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| ($ millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||
| Non-current financial assets | |||||||||||||||||||||||||||||
Long-term financial investments measured at FVOCI(1) | 91 | — | 202 | 293 | 81 | — | 201 | 282 | |||||||||||||||||||||
| Long-term financial investments measured at FVPL | — | — | 1 | 1 | — | — | 1 | 1 | |||||||||||||||||||||
Deferred compensation assets(2) | 175 | — | — | 175 | 180 | — | — | 180 | |||||||||||||||||||||
| Non-current financial assets at fair value | 266 | — | 203 | 469 | 261 | — | 202 | 463 | |||||||||||||||||||||
| Current financial assets | |||||||||||||||||||||||||||||
| Money market funds | 559 | — | — | 559 | 432 | — | — | 432 | |||||||||||||||||||||
Current portion of long-term financial investments measured at FVPL(3) | — | — | — | — | — | — | 1 | 1 | |||||||||||||||||||||
Derivative financial instruments(3) | — | 5 | — | 5 | — | 12 | — | 12 | |||||||||||||||||||||
| Current financial assets at fair value | 559 | 5 | — | 564 | 432 | 12 | 1 | 445 | |||||||||||||||||||||
| Financial assets at fair value | 825 | 5 | 203 | 1,033 | 693 | 12 | 203 | 908 | |||||||||||||||||||||
| Financial liabilities | |||||||||||||||||||||||||||||
| Contingent consideration liabilities | — | — | (107) | (107) | — | — | (96) | (96) | |||||||||||||||||||||
Derivative financial instruments | — | (2) | — | (2) | — | (4) | — | (4) | |||||||||||||||||||||
| Financial liabilities at fair value | — | (2) | (107) | (109) | — | (4) | (96) | (100) | |||||||||||||||||||||
(1) As of December 31, 2024, included $11 million of Long-term convertible notes due from associated companies.
(2) Recorded in Other non-current assets.
(3) Recorded in Other current assets.
There were no transfers of financial assets or liabilities between levels in the fair value hierarchy during the three months ended March 31, 2025.
22
The carrying amount is a reasonable approximation of fair value for all other financial instruments as of March 31, 2025 and December 31, 2024, with the exception of the Series 2026, 2028, 2029, 2030, 2032, 2049 and 2052 Notes ("Notes") recorded in Non-current financial debt. As of March 31, 2025, the Notes had a fair value of $4,319 million and a carrying value of $4,561 million. As of December 31, 2024, the Notes had a fair value of $4,240 million and a carrying value of $4,538 million. The fair value of the Notes was determined using Level 2 inputs. The Notes were valued using the quoted market price for such Notes, which have low trading volumes.
Level 3 financial instruments measured at fair value on a recurring basis
Financial assets
| Long-term financial investments measured at FVOCI | Financial investments measured at FVPL | |||||||||||||||||||
| ($ millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||
| Balance as of January 1 | 201 | 147 | 2 | 8 | ||||||||||||||||
| Additions | 8 | 76 | — | — | ||||||||||||||||
| Net gains recognized in Consolidated Statement of Comprehensive Income | 4 | 1 | — | — | ||||||||||||||||
| Amortization | — | — | (1) | (1) | ||||||||||||||||
| Settlements | (11) | — | — | — | ||||||||||||||||
| Balance as of March 31 | 202 | 224 | 1 | 7 | ||||||||||||||||
Financial liabilities
| Contingent consideration liabilities | ||||||||
| ($ millions) | 2025 | 2024 | ||||||
| Balance as of January 1 | (96) | (90) | ||||||
| Additions | (9) | — | ||||||
| Accretion for passage of time | (2) | (2) | ||||||
| Balance as of March 31 | (107) | (92) | ||||||
Additions to contingent consideration liabilities in the current year period relate to the Cylite acquisition. Refer to Note 10 for additional information.
As of March 31, 2025, the probability of success for various development and commercial milestones ranges from 0% to 95% and the maximum remaining potential payments related to contingent consideration from business combinations is $790 million, plus other amounts calculated as a percentage of commercial sales in cases where there is not a specified maximum contractual payment amount. The estimation of probability typically depends on factors such as technical milestones or market performance and is adjusted for the probability of payment. If material, probable payments are appropriately discounted to reflect the impact of time.
Contingent consideration liabilities are reported in “Provisions & other non-current liabilities" based on the projected timing of settlement which is estimated to range from late 2026 through 2036 for contingent consideration obligations as of March 31, 2025.
23
Long-term note receivable and other financial assets measured at amortized cost
As described in Note 17 to the Consolidated Financial Statements in the Form 20-F, on May 22, 2023, Alcon entered into financing arrangements with a long-term supplier, Lifecore Biomedical, Inc. and certain of its affiliates (collectively, “Lifecore”) resulting in financial assets which Alcon concluded were originated credit-impaired. The maximum exposure to credit risk is reflected in the carrying value of the assets, which amounted to $180 million as of March 31, 2025, including a non-current portion of $179 million in Financial assets and a current portion of $1 million in Other current assets. As of March 31, 2025, in accordance with the terms of the Pledge and Security agreement (“security agreement”), the credit risk exposure is fully mitigated by the collateral, with an estimated amount of approximately $320 million. There have been no significant changes in the quality of the collateral, the terms of the signed security agreement or the credit monitoring procedures described in Note 17 to the Consolidated Financial Statements in the Form 20-F. In addition, as of March 31, 2025, Alcon assessed there was no lifetime expected credit loss due to the value of the collateral under the security agreement.
Derivatives
The below table summarizes the net value of unsettled positions for currency derivatives contracts including swaps, forwards and options as of March 31, 2025 and December 31, 2024.
| ($ millions) | March 31, 2025 | December 31, 2024 | ||||||
Unrealized gains in Other current assets | 5 | 12 | ||||||
Unrealized losses in Current financial debts | (2) | (4) | ||||||
Net value of unsettled positions for derivatives contracts | 3 | 8 | ||||||
There are master agreements with several banking counterparties for derivative financial instruments; however, there were no derivative financial instruments meeting the offsetting criteria under IFRS as of March 31, 2025 or December 31, 2024.
Nature and extent of risks arising from financial instruments
Note 17 to the Consolidated Financial Statements in the Form 20-F contains a summary of the nature and extent of risks arising from financial instruments. There have been no significant updates to our assessment of the nature and extent of risks arising from financial instruments or corresponding risk management policies during the period.
7. 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.
7.1 Depreciation, amortization, impairments and fair value adjustments
| Three months ended March 31 | ||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||
| Property, plant & equipment | 98 | 94 | ||||||||||||
| Right-of-use assets | 21 | 20 | ||||||||||||
| Intangible assets | 191 | 183 | ||||||||||||
Other non-current assets(1) | (142) | (1) | ||||||||||||
| Total | 168 | 296 | ||||||||||||
(1) For the three months ended March 31, 2025, Other non-current assets includes gains on fair value remeasurements of investments in associated companies. Refer to Note 10 for additional information.
24
7.2 Change in net current assets and other operating cash flow items
| Three months ended March 31 | ||||||||||||||
| ($ millions) | 2025 | 2024 | ||||||||||||
| (Increase) in inventories | (69) | (30) | ||||||||||||
| (Increase) in trade receivables | (56) | (88) | ||||||||||||
| Increase in trade payables | 77 | 33 | ||||||||||||
| Net change in other operating assets | 6 | 22 | ||||||||||||
| Net change in other operating liabilities | (182) | (224) | ||||||||||||
| Total | (224) | (287) | ||||||||||||
8. Equity-based compensation
As described in Note 23 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.
The below table summarizes unvested share movements for all Alcon equity-based incentive plans for the three months ended March 31, 2025 and 2024.
| Three months ended March 31 | ||||||||||||||
| (shares in millions) | 2025 | 2024 | ||||||||||||
| Unvested at January 1 | 5.2 | 4.9 | ||||||||||||
| Granted | 2.4 | 2.2 | ||||||||||||
| Vested | (1.5) | (1.7) | ||||||||||||
| Forfeited | (0.1) | — | ||||||||||||
| Unvested at March 31 | 6.0 | 5.4 | ||||||||||||
9. 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, mergers and acquisitions, employment, wrongful discharge, antitrust, securities, health and safety, environmental, tax, international trade, privacy, intellectual property, including under the Hatch-Waxman Act, and anti-bribery matters such as those under the Foreign Corrupt Practices Act of 1977, as amended.
As a result, Alcon may become subject to substantial liabilities that may not be covered by insurance and could affect Alcon's 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 18 to the Consolidated Financial Statements in the Form 20-F contains a summary of significant legal proceedings to which Alcon or any of its subsidiaries was a party as of the date of the Form 20-F. As of May 13, 2025, both Alcon and the generic drug company defendant in the patent litigation concerning Simbrinza have filed notices of appeal of certain rulings made by the trial court. There have been no other significant developments in the proceedings described in the Form 20-F nor any new significant proceedings commenced since the date of the Form 20-F.
Alcon believes that its total provisions for litigation and other legal matters are adequate based upon currently available information. However, given the inherent difficulties in estimating liabilities, additional liabilities and costs may be incurred beyond the amounts provided.
25
10. Acquisitions
Acquisitions of businesses
During the first quarter of 2025, acquisitions of businesses included Aurion Biotech, Inc. and Cylite Pty Ltd., described below. There were no acquisitions of businesses during the first quarter of 2024.
Vision Care - Acquisition of majority interest in Aurion Biotech, Inc.
On March 24, 2025, Alcon closed on agreements with certain existing shareholders of Aurion to acquire approximately 58.7% of outstanding equity for approximately $486 million and outstanding convertible notes from the same shareholders for approximately $36 million, totaling $522 million cash paid at closing. When combined with Alcon's existing 40.3% investment in Aurion, the transaction resulted in 99% ownership of Aurion on an outstanding basis. Aurion's ownership on a fully diluted basis at closing was approximately 85.0% held by Alcon and 15.0% held by non-controlling interests. This transaction supports Alcon's ophthalmic pharmaceutical portfolio expansion, including biopharmaceutical applications, with the potential to advance the first-ever corneal cell therapy candidate. The acquisition of majority interest was accounted for as a business combination that resulted in goodwill of $140 million after the preliminary PPA of the consideration to the fair values of acquired assets and assumed liabilities. Total cash paid at closing, net of cash acquired, was $496 million. The transaction also resulted in non-controlling interests, described below.
The acquisition date fair value of the equity interest previously held by Alcon was $334 million, resulting in a remeasurement fair value gain of $136 million. The fair value gain has been included in Other income in the Condensed Consolidated Income Statement.
The below table summarizes the preliminary PPA for the Aurion business combination. The fair values of the acquired assets and assumed liabilities are provisional primarily due to pending final measurement of the non-controlling interests and valuation of acquired tax attributes.
| ($ millions) | Preliminary PPA | ||||
| Property, plant and equipment | 3 | ||||
| Right-of-use assets | 6 | ||||
| Current marketed products | 105 | ||||
| Acquired IPR&D | 825 | ||||
| Deferred tax assets | 43 | ||||
| Other current assets | 6 | ||||
| Cash and cash equivalents | 26 | ||||
| Non-current lease liabilities | (4) | ||||
| Non-current financial debts | (1) | ||||
| Deferred tax liabilities | (212) | ||||
| Current financial debts | (34) | ||||
| Current lease liabilities | (2) | ||||
| Current income tax liabilities | (1) | ||||
| Trade payables | (3) | ||||
| Provisions and other current liabilities | (14) | ||||
| Net identifiable assets acquired | 743 | ||||
| Goodwill | 140 | ||||
| Non-controlling interests | (27) | ||||
Net assets acquired as a result of business combination | 856 | ||||
| Cash paid at closing | 522 | ||||
| Previously-held investment in associated company | 334 | ||||
Total acquisition date fair value of consideration | 856 | ||||
26
Goodwill is attributable primarily to assembled workforce and biopharmaceutical research and development capabilities. The goodwill is not deductible for tax purposes.
Direct acquisition costs of $2 million were recognized in Other expense in the Condensed Consolidated Income Statement and were reported in operating cash flows in the Condensed Consolidated Statement of Cash Flows.
Pro forma financial information is not presented for the Aurion business acquisition as it is not material to the Condensed Consolidated Financial Statements. The results of operations since the date of acquisition were not material.
Non-controlling interests
Alcon elected to recognize the non-controlling interests in Aurion at fair value.
Non-controlling interests with a fair value of $27 million were recognized at acquisition date, comprised of common stock and vested options. The fair value of non-controlling interests was estimated using the market and income approaches, which were equally weighted. The income approach valuation utilized net present value techniques which involve significant judgement by management and include assumptions with measurement uncertainty. The estimates include cash flow projections for a five-year period based on management forecasts, sales forecasts beyond the five-year period extrapolated using long-term expected growth rates, discount rates and future tax rates. Actual cash flows and values could vary significantly from forecasted future cash flows and related values derived using net present value techniques. Since the cash flow projections are a significant unobservable input, the fair value of the non-controlling interests was classified as Level 3 in the fair value hierarchy.
On March 26, 2025, the Aurion Board exercised their discretion under the Aurion stock plan and approved an exchange of outstanding vested options of Aurion employees for cash as settlement of their non-controlling interests in Aurion. As a result, Alcon's fully diluted interest in Aurion increased from 85.0% on the business combination date to 91.2% as of March 31, 2025.
The below table summarizes movements in the non-controlling interests from the acquisition date to the end of the reporting period.
| ($ millions unless indicated otherwise) | Non-controlling interests (%) | Non-controlling interests | ||||||
| Initial recognition at acquisition date | 15.0 | % | 27 | |||||
| Exchange of outstanding vested options | (6.2) | % | (11) | |||||
| Non-controlling interests as of March 31, 2025 | 8.8 | % | 16 | |||||
Surgical - Acquisition of Cylite Pty Ltd.
On January 16, 2025, Alcon executed a stock purchase agreement and acquired approximately 91.2% of outstanding equity from Cylite shareholders, resulting in 100% ownership when combined with Alcon's existing 8.8% investment in Cylite. The Cylite diagnostic device under development complements Alcon’s existing Surgical portfolio for cataracts. The acquisition of the remaining equity interest was accounted for as a business combination that resulted in goodwill of $90 million after the preliminary PPA of the consideration to the fair values of acquired assets and assumed liabilities. Total cash paid at closing, net of cash acquired, was $72 million.
The development milestone contingent consideration is related to a potential payment of up to $10 million upon achievement of the first commercial sale of a defined product within the United States. The contingent consideration recognized during the first quarter of 2025 represents its fair value (Level 3) at the acquisition date.
The acquisition date fair value of the equity interest previously held by Alcon was $14 million, resulting in a remeasurement fair value gain of $6 million. The fair value gain has been included in Other income in the Condensed Consolidated Income Statement.
27
The below table summarizes the preliminary PPA for the Cylite business combination. The fair value of the assets acquired and liabilities assumed for the acquisition were based on preliminary calculations and valuations, and the estimates and assumptions for this acquisition are subject to change as additional information is obtained during the respective measurement period up to one year from the acquisition date.
| ($ millions) | Preliminary PPA | |||||||||||||||||||
| Property, plant and equipment | 1 | |||||||||||||||||||
| Right-of-use assets | 1 | |||||||||||||||||||
| Current marketed products | 4 | |||||||||||||||||||
| Acquired IPR&D | 33 | |||||||||||||||||||
| Inventories | 1 | |||||||||||||||||||
| Cash and cash equivalents | 6 | |||||||||||||||||||
| Other assets | 1 | |||||||||||||||||||
| Deferred tax liabilities | (11) | |||||||||||||||||||
| Lease liabilities | (1) | |||||||||||||||||||
| Trade payables | (1) | |||||||||||||||||||
| Provisions and other current liabilities | (1) | |||||||||||||||||||
| Net identifiable assets acquired | 33 | |||||||||||||||||||
| Goodwill | 90 | |||||||||||||||||||
Net assets acquired as a result of business combination | 123 | |||||||||||||||||||
| Cash paid at closing | 78 | |||||||||||||||||||
| Cash expected to be paid after closing | 2 | |||||||||||||||||||
| Previously-held FVOCI financial investment | 11 | |||||||||||||||||||
| Previously-held commercialization rights in intangible assets | 9 | |||||||||||||||||||
| Contingent consideration | 9 | |||||||||||||||||||
| Previously-held investment in associated company | 14 | |||||||||||||||||||
Total acquisition date fair value of consideration | 123 | |||||||||||||||||||
Goodwill is attributable primarily to buyer-specific synergies, including benefits to intraocular lens sales, development collaboration arrangement and associated development timeline reduction, and assembled workforce. The goodwill is not deductible for tax purposes.
Direct acquisition costs of $1 million were recognized in Other expense in the Condensed Consolidated Income Statement and were reported in operating cash flows in the Condensed Consolidated Statement of Cash Flows.
Pro forma financial information is not presented for the Cylite business acquisition as it is not material to the Condensed Consolidated Financial Statements. The results of operations since the date of acquisition were not material.
Proposed acquisition of LENSAR, Inc.
On March 23, 2025, Alcon entered into a definitive agreement to acquire all outstanding shares of LENSAR, Inc. ("LENSAR"), a global medical technology company focused on advanced laser solutions for the treatment of cataracts, with a total consideration of up to approximately $430 million. The planned acquisition will complement Alcon’s existing Surgical portfolio in the treatment of cataracts. The transaction is subject to customary closing conditions, including regulatory approval and approval by LENSAR’s stockholders, and is expected to close in the second half of 2025.
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11. Related parties transactions
Investments in associated companies
As of March 31, 2025, Alcon holds voting interest of approximately 20.6% in an associated company. As of December 31, 2024, Alcon also held voting interests of approximately 40.3% in an associated company which Alcon acquired a majority interest in during the first quarter of 2025 and 8.8% in an associated company which was wholly acquired during the first quarter of 2025. Associated companies are accounted for using the equity method as Alcon is considered to have significant influence.
The below table summarizes activity related to investments in associated companies for the three months ended March 31, 2025 and 2024.
| Investments in associated companies | ||||||||
| ($ millions) | 2025 | 2024 | ||||||
| Balance as of January 1 | 293 | 10 | ||||||
| Share of (loss) from associated companies recognized in Consolidated Income Statement | (14) | — | ||||||
Gains on fair value remeasurements recognized in Consolidated Income Statement(1) | 142 | — | ||||||
Recognition of business combinations(1) | (348) | — | ||||||
| Balance as of March 31 | 73 | 10 | ||||||
(1) Refer to Note 10 for additional information.
There were no amounts due from associated companies as of March 31, 2025. As of December 31, 2024, long-term convertible notes due from associated companies included in Financial assets on the Condensed Consolidated Balance Sheet amounted to $11 million.
12. Subsequent events
These unaudited Condensed Consolidated Interim Financial Statements were authorized for issue by the Audit & Risk Committee on May 13, 2025.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains, and our officers and representatives may from time to time make, certain “forward-looking statements” within the meaning of the safe harbor provisions of the US 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 we make regarding our 2025 outlook, liquidity, revenue, gross margin, operating margin, effective tax rate, foreign currency exchange movements, earnings per share, our plans and decisions relating to various capital expenditures, capital allocation priorities and other discretionary items such as our market growth assumptions, our social impact and sustainability plans, targets, goals and expectations, and generally, our expectations concerning our future performance.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our 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 as: cybersecurity breaches or other disruptions of our information technology systems; our ability to effectively manage the risks associated with the ethical use of disruptive technologies; compliance with data privacy, identity protection and information security laws, particularly with the increased use of artificial intelligence; the impact of a disruption in our global supply chain, including the effect of tariffs, or important facilities, particularly when we single-source or rely on limited sources of supply; our ability to manage social impact and sustainability matters; our reliance on outsourcing key business functions; global and regional economic, financial, monetary, legal, tax, political and social change; the increasingly challenging economic, political and legal environment in China; terrorism, war and other resulting events such as economic sanctions and trade restrictions; our ability to manage the risks associated with operating as a third party contract manufacturer; our ability to forecast sales demand and manage our inventory levels and the changing buying patterns of our customers; our success in completing and integrating strategic acquisitions, including equity investments in early-stage companies; the success of our research and development efforts, including our ability to innovate to compete effectively; our ability to comply with the US Foreign Corrupt Practices Act of 1977 and other applicable anti-corruption laws; pricing pressure from changes in third party payor coverage and reimbursement methodologies; our ability to properly educate and train healthcare providers on our products; our ability to protect our intellectual property; our ability to comply with all laws to which we may be subject; the ability to obtain regulatory clearance and approval of our products as well as compliance with any post-approval obligations, including quality control of our manufacturing; the effect of product recalls or voluntary market withdrawals; the accuracy of our accounting estimates and assumptions, including pension and other post-employment benefit plan obligations and the carrying value of intangible assets; the impact of unauthorized importation of our products from countries with lower prices to countries with higher prices; our ability to service our debt obligations; the need for additional financing through the issuance of debt or equity; the effects of litigation, including product liability lawsuits and governmental investigations; supply constraints and increases in the cost of energy; our ability to attract and retain qualified personnel; legislative, tax and regulatory reform; the impact of being listed on two stock exchanges; the ability to declare and pay dividends; the different rights afforded to our shareholders as a Swiss corporation compared to a US corporation; the effect of maintaining or losing our foreign private issuer status under US securities laws; and the ability to enforce US judgments against Swiss corporations.
Additional factors are discussed in our filings with the United States Securities and Exchange Commission, including our Form 20-F. 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 we assume no obligation to update forward-looking statements as a result of new information, future events or otherwise. We also undertake no obligation to update the 2025 outlook as circumstances evolve.
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. Product names identified by a "®" or a "™" are trademarks that are not owned by or licensed to Alcon or its subsidiaries and are the property of their respective owners.
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ABOUT ALCON
Alcon helps people see brilliantly. As the global leader in eye care with a heritage spanning over 75 years, 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 people in over 140 countries each year living with conditions like cataracts, glaucoma, retinal diseases and refractive errors. Our more than 25,000 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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