Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)




1.750% Notes due 2025	$1,000,000,000	99.852%	$998,520,000	$129,607.90

Guarantees of 1.750% Notes due 2025(2)	—	—	—	—

2.000% Notes due 2027	$1,250,000,000	99.909%	$1,248,862,500	$162,102.36

Guarantees of 2.000% Notes due 2027⁽²⁾	—	—	—	—

2.200% Notes due 2030	$1,500,000,000	99.869%	$1,498,035,000	$194,444.95

Guarantees of 2.200% Notes due 2030⁽²⁾	—	—	—	—

2.750% Notes due 2050	$1,250,000,000	97.712%	$1,221,400,000	$158,537.72

Guarantees of 2.750% Notes due 2050⁽²⁾	—	—	—	—

The 1.750% Notes due February 14, 2025, which we refer to as the "2025 notes", will bear interest at a rate of 1.750% per year. The 2.000% Notes due February 14, 2027, which we refer to as the "2027 notes", will bear interest at a rate of 2.000% per year. The 2.200% Notes due August 14, 2030, which we refer to as the "2030 notes", will bear interest at a rate of 2.200% per year. The 2.750% Notes due August 14, 2050, which we refer to as the "2050 notes", will bear interest at a rate of 2.750% per year. We will pay interest on each of the 2025 notes, the 2027 notes, the 2030 notes and the 2050 notes each February 14 and August 14, commencing on August 14, 2020.

We refer to the 2025 notes, the 2027 notes, the 2030 notes and the 2050 notes collectively as the "notes." Unless we redeem the notes earlier, the 2025 notes will mature on February 14, 2025, the 2027 notes will mature on February 14, 2027, the 2030 notes will mature on August 14, 2030 and the 2050 notes will mature on August 14, 2050. There is no sinking fund for the notes. The notes will rank equally in right of payment with all other senior, unsecured debt obligations of Novartis Capital Corporation. The guarantees of the notes by Novartis AG will rank equally in right of payment with all other senior, unsecured debt obligations of Novartis AG.

We may redeem some or all of the notes of each series at any time and from time to time at our option at the applicable redemption prices determined in the manner described in this prospectus supplement. See "Description of the Notes — Optional Redemption of the Notes." The notes will otherwise not be redeemable prior to maturity except upon the occurrence of certain tax events described in this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the notes involves risks. See "Risk factors" beginning on page S-11 of this prospectus supplement and on page 11 of Novartis AG's annual report on Form 20-F for the year ended December 31, 2019 incorporated herein by reference.

The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC", for the accounts of its participants, including Clearstream Banking S.A., or "Clearstream", and Euroclear Bank S.A./N.V., or "Euroclear", against payment in New York, New York on or about February 14, 2020.

No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be relied upon as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes and the related guarantees to which they relate or an offer to sell or the solicitation of an offer to buy such securities by any person in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.

As used in this prospectus supplement and the accompanying prospectus, the terms "we", "our", "us", "Novartis", "Group", and similar words or phrases refer to Novartis AG and its consolidated affiliates. However, each Group company is legally separate from all other Group companies and manages its business independently through its respective board of directors or similar supervisory body or other top local management body, if applicable.

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

In the United Kingdom, this prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA")) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this prospectus supplement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to relevant persons and will, in the United Kingdom, be engaged in only with relevant persons.

The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to any such restrictions. See "Underwriting."

We file annual reports with and furnish other reports and information to the Securities and Exchange Commission ("SEC"). You may read and copy any document we file with or furnish to the SEC on the SEC's website at www.sec.gov. The address of the SEC's website is provided solely for the information of prospective investors and is not intended to be an active link. Reports and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005.

The SEC allows us to "incorporate by reference" information contained in documents we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents is not intended to create any implication that there has been no change in our affairs since the date of the relevant document or that the information contained in such document is current as of any time subsequent to its date. Any statement contained in such incorporated documents is deemed to be modified or superseded for the purpose of this prospectus supplement and the accompanying prospectus to the extent that a subsequent statement contained in another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus.

We hereby incorporate by reference into this prospectus supplement and the accompanying prospectus the documents listed below. Unless otherwise noted, all of the documents listed below have the SEC file number 001-15024:

You may obtain copies of these documents in the manner described above. You may also request copies of these documents at no cost by contacting us as follows:

Novartis Capital Corporation does not, and will not, file separate reports with the SEC.

We present our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. When we refer to "$", we mean U.S. dollars. Except where noted, all financial information is presented in accordance with IFRS.

SUMMARY

This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference.

Novartis AG

Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite duration. On December 20, 1996, our predecessor companies, Ciba Geigy AG and Sandoz AG, merged into this new entity, creating Novartis. Novartis AG is domiciled in and governed by the laws of Switzerland. Its registered office is located at Novartis AG, Lichtstrasse 35, CH 4056 Basel, Switzerland, and its telephone number is +41 61 324 1111.

Novartis is a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products, led by innovative pharmaceuticals and also including high-quality generic pharmaceuticals. The Group is headquartered in Basel, Switzerland. Novartis AG, our Swiss holding company, owns, directly or indirectly, all of our significant operating companies.

Our purpose is to reimagine medicine to improve and extend people's lives. We use innovative science and technology to address some of society's most challenging healthcare issues. We discover and develop breakthrough treatments and find new ways to deliver them to as many people as possible. We also aim to reward those who invest their money, time and ideas in our company. Our vision is to be a trusted leader in changing the practice of medicine. Our strategy is to build a leading, focused medicines company powered by advanced therapy platforms and data science. As we implement our strategy, we have five priorities to shape our future and help us continue to create value for our company, our shareholders and society: unleash the power of our people; deliver transformative innovation; embrace operational excellence; go big on data and digital; and build trust with society.

In 2019, Novartis achieved net sales from continuing operations of USD 47.4 billion, while net income from continuing operations amounted to USD 7.1 billion and net income to USD 11.7 billion. The Group's largest, second-largest and third-largest customers accounted for approximately 18%, 13% and 8% of net sales, respectively, in 2019. Headquartered in Basel, Switzerland, our Group companies employed 104,000 full-time equivalent associates as of December 31, 2019. Our products are sold in approximately 155 countries around the world.

The Group comprises two global operating divisions:

•: Innovative Medicines: innovative patent-protected prescription medicines; and
•: Sandoz: generic pharmaceuticals and biosimilars.

Our Innovative Medicines Division researches, develops, manufactures, distributes and sells patented prescription medicines to enhance health outcomes for patients and healthcare providers. Innovative Medicines is organized into two global business units: Novartis Oncology and Novartis Pharmaceuticals. Novartis Pharmaceuticals consists of the following global business franchises: Ophthalmology; Neuroscience; Immunology, Hepatology and Dermatology; Respiratory; Cardiovascular, Renal and Metabolism; and Established Medicines.

therapeutic areas, as well as finished dosage form anti-infectives sold to third parties. In Anti-Infectives, Sandoz manufactures and supplies active pharmaceutical ingredients and intermediates—mainly antibiotics—for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures and markets protein- or other biotechnology-based products, including biosimilars, and provides biotechnology manufacturing services to other companies.

In April 2019, we completed the previously announced spin-off of Alcon into a separately traded standalone company. In Novartis AG's annual report for the year ended December 31, 2019, to comply with IFRS, we have separated the Group's reported financial data for 2019 and prior years into "continuing" and "discontinued" operations. Discontinued operations include the Alcon eye care devices business and certain corporate activities attributable to the Alcon business prior to the spin-off, the gain on distribution of Alcon to Novartis AG shareholders and certain other expenses related to the spin-off.

Our divisions are supported by the following organizational units: the Novartis Institutes for BioMedical Research, Global Drug Development, Novartis Technical Operations and Novartis Business Services. The financial results of these organizational units are included in the results of the divisions for which their work is performed. The Novartis Institutes for BioMedical Research ("NIBR") is the innovation engine of Novartis, which conducts drug discovery research and early clinical development trials for our Innovative Medicines Division. Approximately 5,600 full time equivalent scientists, physicians and business professionals at NIBR are working to discover new medicines for various diseases at sites located in the US, Switzerland and China.

Our Global Drug Development ("GDD") organization oversees drug development activities for our Innovative Medicines Division and collaborates with our Sandoz Division on development of its biosimilars portfolio. GDD works collaboratively with NIBR and with the Innovative Medicines and Sandoz Divisions to execute our overall pipeline strategy. The GDD organization includes centralized global functions such as Regulatory Affairs and Global Development Operations, as well as Global Development units aligned with our business franchises. GDD includes approximately 11,000 full-time equivalent associates worldwide.

Novartis Technical Operations ("NTO") manages manufacturing operations, supply chain, and quality across our Innovative Medicines and Sandoz Divisions. As the Novartis portfolio evolves, we continue to transform our operations to help ensure we can deliver the innovation and expertise needed to enable the production of new medical technologies, while increasing efficiency. NTO is expected to enhance capacity planning and adherence to quality standards, and to lower costs through simplification, standardization and external spend optimization. NTO includes approximately 25,100 full-time equivalent associates and 60 manufacturing sites across our Innovative Medicines and Sandoz Divisions.

Novartis Business Services ("NBS"), our shared services organization, delivers integrated solutions to all Novartis divisions and units worldwide. NBS seeks to drive efficiency and effectiveness across Novartis by simplifying and standardizing services across six service domains: human resources, real estate and facility services, procurement, information technology, commercial and medical support activities, and financial reporting and accounting operations. NBS has approximately 10,000 full-time equivalent associates in more than 30 countries. NBS works to leverage the full scale of Novartis to create value across the Company and to free up resources to invest in innovation and our product pipeline. NBS continues to transfer the delivery of selected services to its five Global Service Centers in Dublin, Ireland; Hyderabad, India; Kuala Lumpur, Malaysia; Mexico City, Mexico; and Prague, Czech Republic.

Our shares are listed on the SIX Swiss Exchange under the symbol "NOVN" and on the New York Stock Exchange ("NYSE") in the form of American Depositary Receipts ("ADRs") representing American Depositary Shares ("ADSs") under the symbol "NVS".

The Offering


Notes		$1,000,000,000 aggregate principal amount of 2025 notes (the "2025 notes")
		$1,250,000,000 aggregate principal amount of 2027 notes (the "2027 notes")
		$1,500,000,000 aggregate principal amount of 2030 notes (the "2030 notes")
		$1,250,000,000 aggregate principal amount of 2050 notes (the "2050 notes")
Issuer		Novartis Capital Corporation
Guarantees		Novartis AG will fully and unconditionally guarantee the payment of principal, interest and additional amounts, if any, payable in respect of the notes.
Maturity		The 2025 notes will mature on February 14, 2025.
		The 2027 notes will mature on February 14, 2027.
		The 2030 notes will mature on August 14, 2030.
		The 2050 notes will mature on August 14, 2050.
Interest Rate		The 2025 notes will bear interest at a rate of 1.750% annually.
		The 2027 notes will bear interest at a rate of 2.000% annually.
		The 2030 notes will bear interest at a rate of 2.200% annually.
		The 2050 notes will bear interest at a rate of 2.750% annually.
Interest Payment Dates		Each February 14 and August 14, commencing on August 14, 2020. If an interest payment date or redemption date, or the maturity date, as the case may be, would fall on a day that is not a business day (as defined in this prospectus supplement), then the required payment will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless we fail to make payment on such next succeeding business day.
Regular Record Dates for Interest		Each January 30 and July 30.
Calculation of Interest		Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.


Optional Redemption		Prior to January 14, 2025 (the date that is one month prior to the scheduled maturity date for the 2025 notes) (the "2025 par call date") in the case of the 2025 notes, December 14, 2026 (the date that is two months prior to the scheduled maturity date for the 2027 Notes) (the "2027 par call date") in the case of the 2027 notes, May 14, 2030 (the date that is three months prior to the scheduled maturity date for the 2030 notes) (the "2030 par call date") in the case of the 2030 notes and February 14, 2050 (the date that is six months prior to the scheduled maturity date for the 2050 notes) (the "2050 par call date" and, together with the 2025 par call date, the 2027 par call date and the 2030 par call date, the "par call dates" and each a "par call date") in the case of the 2050 notes, the notes of each series will be redeemable at our option, in whole or in part, at any time and from time to time at a redemption price equal to the greater of:
		• 100% of the principal amount of the notes to be redeemed; and
		• the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if the applicable series of notes matured on the applicable par call date, together with, in each case, accrued and unpaid interest to, but excluding, the date of redemption.
		The present value will be determined by discounting the remaining principal and interest payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using the Treasury Rate (as defined in this prospectus supplement) plus 0.100% in the case of the 2025 notes, 0.100% in the case of the 2027 notes, 0.100% in the case of the 2030 notes and 0.150% in the case of the 2050 notes.
		At any time on or after the applicable par call date, the notes will be redeemable at our option, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed on that redemption date, together with, in each case, accrued and unpaid interest to, but excluding, the date of redemption.


		See "Description of the Notes—Optional Redemption of the Notes."
Tax Redemption		In the event of changes in withholding taxes applicable to payments of interest on the notes in Switzerland or any other Relevant Taxing Jurisdiction (but excluding, for this purpose, the United States), we may redeem the notes of each series in whole (but not in part) at any time, at a price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date.
		See "Description of Debt Securities—Optional Redemption for Tax Reasons" in the accompanying prospectus.
Denominations		The notes of each series will be issued only in book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Ranking		The notes will rank equally in right of payment with all other existing and future senior, unsecured debt obligations of Novartis Capital Corporation.
		The guarantees will rank equally in right of payment with all other existing and future senior, unsecured debt obligations of Novartis AG.
Payment of Additional Amounts		Subject to certain exceptions, if we are required to withhold or deduct any amount for or on account of any withholding tax in Switzerland or another Relevant Taxing Jurisdiction from any payment made on the notes, we will pay additional amounts on those payments so that the amount received by noteholders will equal the amount that would have been received if no such taxes had been applicable.
		See "Description of Debt Securities—Covenants—Payment of Additional Amounts" in the accompanying prospectus and "Description of the Notes—Payment of Additional Amounts" below.
Book-Entry Issuance; Settlement; Clearance		We will issue the notes as global notes in book-entry form registered in the name of DTC or its nominee. The sale of the notes will settle in immediately available funds through DTC. Investors may hold interests in a global note through organizations that participate, directly or indirectly, in the DTC system. Those organizations will include Clearstream and Euroclear in Europe.


Governing Law		The notes and the guarantees will be governed by the laws of the State of New York.
Further Issuances		We may from time to time, without the consent of the holders of a series of notes, create and issue further notes of the same series having the same terms and conditions in all respects as the notes of that series being offered hereby, except for the issue date, the issue price and the first payment of interest thereon. We will not issue any further notes of a series under the same CUSIP number unless such further notes are fungible with the notes for U.S. federal income tax purposes. Any additional 2025 notes issued in this manner will be consolidated with and will form a single series with the 2025 notes being offered hereby. Any additional 2027 notes issued in this manner will be consolidated with and will form a single series with the 2027 notes being offered hereby. Any additional 2030 notes issued in this manner will be consolidated with and will form a single series with the 2030 notes being offered hereby. Any additional 2050 notes issued in this manner will be consolidated with and will form a single series with the 2050 notes being offered hereby.
Listing		The notes will not be listed on any securities exchange or interdealer market quotation system.
Use of Proceeds		We intend to use the net proceeds from the sale of the notes for general corporate purposes outside of Switzerland, including the refinancing of existing long- and short-term indebtedness.
Trustee; Principal Paying Agent; Transfer Agent		HSBC Bank USA, National Association.
Risk Factors		You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, which includes Novartis AG's annual report on Form 20-F for the year ended December 31, 2019. In particular, you should evaluate the specific factors identified under "Risk Factors" beginning on page S-10 of this prospectus supplement and on page 11 of Novartis AG's annual report on Form 20-F for the year ended December 31, 2019.

Investing in the notes involves risks. You should carefully consider the risks relating to the notes described below, as well as the other information included in or incorporated by reference into this prospectus supplement and the accompanying prospectus, including Novartis AG's annual report on Form 20-F for the year ended December 31, 2019 and the extensive risk factors relating to our business described therein beginning on page 11 thereof, before making a decision to invest in the notes.

The notes will be a new issue of securities with no established trading market and will not be listed or displayed on any securities exchange or included in any interdealer market quotation system, and there may be little or no secondary market for your notes. Even if secondary markets for your notes develop, they may not provide significant liquidity and we expect that transaction costs in any secondary market would be high. As a result, the difference between bid and asked prices for your notes in any secondary market could be substantial. Underwriters, broker-dealers and agents that participate in the distribution of the notes may make markets in the notes as permitted by applicable laws and regulations but will have no obligation to do so, and any such market-making activities with respect to the notes may be discontinued at any time without notice. Therefore, there can be no assurance as to the liquidity of any trading markets for the notes or that active public markets for the notes will develop. See "Underwriting" in this prospectus supplement and "Plan of Distribution" in the accompanying prospectus.

General market conditions and other factors could adversely affect market prices for the notes.

Market prices for the notes can be expected to vary with changes in market and economic conditions, including prevailing interest rates and the markets for similar securities, our financial condition and prospects, changes in our credit ratings (whether real or anticipated) and other factors that generally influence the market prices of securities. As a result, the notes could trade at prices that may be lower than the initial offering prices.

Neither Novartis Capital Corporation nor Novartis AG is prohibited from issuing further debt.

There is no restriction on the amount of debt Novartis Capital Corporation may issue or on the amount of debt or guarantees Novartis AG may issue. The issuance of any such debt or guarantees may reduce the amount recoverable by you in the event of a liquidation or bankruptcy.

In particular, we may from time to time, without the consent of the holders of a series of notes, create and issue one or more additional series of debt securities or create and issue further notes of the same series having the same terms and conditions in all respects as the applicable notes being offered hereby, except for the issue date, the issue price and the first payment of interest thereon. See "Description of the Notes—Further Issuances." In addition, Novartis Capital Corporation may from time to time, without the consent of the holders of a series of notes, issue additional debt, and Novartis AG may among other things issue or become liable under additional guarantees, including guarantees it has issued pursuant to the Group's aggregate $9 billion U.S. Commercial Paper Programs.

We may redeem the notes prior the scheduled maturity dates, which may adversely affect the expected return on the notes.

We may redeem the 2025 notes, the 2027 notes, the 2030 notes and/or the 2050 notes, in whole or in part, at our option at any time and from time to time. See "Description of the Notes—Optional Redemption of the Notes" in this prospectus supplement and "Description of Debt Securities—

Optional Redemption for Tax Reasons" in the accompanying prospectus. If we elect to so redeem the notes, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the series of notes that are redeemed.

The notes will rank effectively junior to any secured debt of Novartis Capital Corporation and the guarantees will rank effectively junior to the secured debt of Novartis AG.

The notes will be unsecured senior obligations of Novartis Capital Corporation and will rank equal in right of payment to all other existing and future unsecured senior indebtedness of Novartis Capital Corporation. The notes will be effectively subordinated to all existing and future secured indebtedness of Novartis Capital Corporation to the extent of the assets securing that indebtedness. The guarantees by Novartis AG will be effectively subordinated to all existing and future secured indebtedness of Novartis AG to the extent of the assets securing that indebtedness. As of the date of this prospectus supplement, neither Novartis AG nor Novartis Capital Corporation has any secured indebtedness. If Novartis Capital Corporation or Novartis AG incurs additional indebtedness and secures such indebtedness with its assets, your rights to receive payments under the notes and the guarantees will be effectively subordinated to the rights of the holders of such future secured indebtedness.

Because Novartis AG is a holding company and conducts substantially all of its operations through subsidiaries, your right to receive payments under the guarantees is structurally subordinated to the liabilities of our subsidiaries.

Novartis AG is organized as a holding company, and substantially all of its operations are carried on through subsidiaries. The ability of Novartis AG to meet its financial obligations is dependent upon the availability of cash flows from our domestic and foreign subsidiaries and affiliated companies through dividends, intercompany advances, management fees and other payments.

The notes are obligations of Novartis Capital Corporation and are guaranteed exclusively by Novartis AG. The subsidiaries of Novartis AG are separate and distinct legal entities, and have no obligation to pay any amounts due on the guarantees or to provide us with funds for our payment obligations. Our right to receive any assets of any of our subsidiaries, as an equity holder of such subsidiaries, upon their liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets through the guarantees, will be effectively subordinated to the claims of that subsidiary's creditors. The indenture governing the notes will not restrict the ability of our subsidiaries to incur additional indebtedness or other liabilities or to agree to covenants or enter into arrangements that would limit their ability to make dividends or other payments to us, and any such additional indebtedness and/or restrictions may adversely affect our cash flows and ability to service our indebtedness, including the guarantees. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

Our credit rating may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or market value of, the notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time in its sole discretion.

Any rating assigned to us or to the notes may be withdrawn entirely by a credit rating agency, may be suspended or may be lowered, if, in that credit rating agency's judgment, circumstances relating to the basis of the rating so warrant. Ratings may be impacted by a number of factors that can change over time, including the credit rating agency's assessment of: our strategy and management's capability; our financial condition and liquidity; competitive, economic, legal and regulatory conditions in our key markets, including those markets where we have large exposures or on which our operating results, including revenues, are substantially dependent; the level of political support for the industries in which we operate; and legal and regulatory frameworks affecting our legal structure, business activities and

the rights of our creditors. Moreover, the rating agencies that currently, or may in the future, publish a rating for us or the notes may change the methodologies that they use for analyzing securities with features similar to the notes.

Any rating or outlook downgrade could negatively affect any other rating assigned to us or the notes. Real or expected downgrades, suspensions or withdrawals of credit ratings assigned to us could cause the liquidity or trading prices of the Notes to decline significantly. Additionally, any uncertainty about the extent of any anticipated changes to the credit ratings assigned to us may adversely affect the market value of the notes.

Pursuing further alliances or acquisitions may require us to obtain additional debt financing, could result in increased leverage and/or result in a downgrade of our credit ratings.

As part of our strategy, from time to time we acquire products or entire businesses, and enter into strategic alliances and collaborations. For example, on January 6, 2020, we successfully completed the acquisition of The Medicines Company for cash consideration of approximately $9.7 billion. Pursuing any such further growth opportunities may require us to obtain additional debt financing, which could result in increased leverage and/or result in a downgrade of our credit ratings.

The right to receive payments under the guarantees of Novartis AG may be adversely affected by Swiss bankruptcy laws.

Novartis AG is incorporated under the laws of Switzerland. Accordingly, bankruptcy proceedings with respect to Novartis AG are likely to proceed under, and to be governed primarily by, Swiss bankruptcy law. The procedural and substantive provisions of such bankruptcy laws are, in certain cases, more favorable to secured creditors than comparable provisions of United States law. These provisions afford debtors and unsecured creditors only limited protection from the claims of secured creditors and it may not be possible for us or other unsecured creditors to prevent or delay the secured creditors from enforcing their security to repay the debts due to them under the terms that such security was granted.

Enforcement claims or court judgments against Novartis AG must be converted into Swiss francs.

Enforcement claims, including for court judgments, against Novartis AG under Swiss debt collection or bankruptcy proceedings may only be made in Swiss francs and any foreign currency amounts must accordingly be converted into Swiss francs. With respect to enforcing creditors, any such foreign currency amounts will be converted at the exchange rate prevailing on (i) the date of instituting the enforcement proceedings (Betreibungsbegehren), (ii) the date of the filing for the continuation of the bankruptcy procedure (Fortsetzungsbegehren) or (iii) the date on which any amounts claimed first became due and payable (Verfallzeit), whichever date is more favorable for the creditors. With respect to non-enforcing creditors, foreign currency amounts will be converted at the exchange rate prevailing at the time of the adjudication of bankruptcy (Konkurseröffnung).

The tax treatment of the notes with respect to Swiss withholding tax may change due to potential new Swiss withholding tax legislation.

On June 26, 2019, the Swiss Federal Council announced that it will resume the reform of the withholding tax regime, which had previously been suspended. A main aspect of the reform will be the exemption of Swiss domiciled legal entities and foreign investors from withholding tax on Swiss domestic interest-based investments. The reform is expected, among other things, to replace the current debtor-based regime applicable to interest payments with a paying agent-based regime for Swiss withholding tax. This paying agent-based regime is expected to (i) subject all interest payments made by paying agents in Switzerland to individuals resident in Switzerland to Swiss withholding tax and

(ii) exempt from Swiss withholding tax interest payments to all other persons, including to Swiss domiciled legal entities and foreign investors (other than for indirect interest payments via foreign and domestic collective investments vehicles). If such a new paying agent-based regime were to be enacted and were to result in the deduction or withholding of Swiss withholding tax by a paying agent in Switzerland on any interest payments in respect of the notes, the noteholders would not be entitled to receive any additional amounts as a result of such deduction or withholding under the terms of the notes.

We estimate the net proceeds from the sale of the notes to be approximately $4,939,492,500 after deducting underwriting discounts and net expenses of the offering payable by us. We intend to use the net proceeds from the sale of the notes for general corporate purposes outside of Switzerland, including the refinancing of existing long- and short-term indebtedness. See also "Capitalization" in this prospectus supplement.

The following table sets forth our consolidated capitalization (including short-term debt and non-controlling interests) as of December 31, 2019, on an actual basis and on an as adjusted basis to give effect to the sale of the notes (after deducting underwriting discounts), the borrowing of $7,000,000,000 short-term indebtedness on January 7, 2020 and the proposed repayment of this and certain other short-term indebtedness on or around February 14, 2020.

	As of December 31, 2019

	Actual			As Adjusted
	(in $ millions)
Equity
Share capital(1)		936			936
Treasury shares(2)		(80	)		(80	)
Reserves		54,618			54,618

Issued share capital and reserves attributable to shareholders of Novartis AG		55,474			55,474

Non-controlling interests		77			77

Total equity		55,551			55,551

Indebtedness
Short-term indebtedness:
Interest bearing accounts of associates		1,836			1,836
Bank and other financial debt(3)		719			719
Commercial paper		2,289			2,289
Current portion of non-current financial debt		2,002			1,002
Fair value of derivative financial instruments		185			185

Total short-term indebtedness		7,031			6,031

Long-term indebtedness:
4.400% $1,000 million notes due 2020 of Novartis Capital Corporation		1,000			1,000
2.400% $1,500 million notes due 2022 of Novartis Capital Corporation		1,495			1,495
3.700% $500 million notes due 2042 of Novartis Capital Corporation		489			489
3.400% $2,150 million notes due 2024 of Novartis Capital Corporation		2,139			2,139
4.400% $1,850 million notes due 2044 of Novartis Capital Corporation		1,825			1,825
0.750% EUR 600 million notes due 2021 of Novartis Finance S.A.		670			670
1.625% EUR 600 million notes due 2026 of Novartis Finance S.A.		670			670
0.250% CHF 500 million notes due 2025 of Novartis AG		517			517
0.625% CHF 550 million notes due 2029 of Novartis AG		568			568
1.050% CHF 325 million notes due 2035 of Novartis AG		336			336
3.000% $1,750 million notes due 2025 of Novartis Capital Corporation		1,735			1,735
4.000% $1,250 million notes due 2045 of Novartis Capital Corporation		1,219			1,219
0.125% EUR 1,250 million notes due 2023 of Novartis Finance S.A.		1,392			1,392
0.625% EUR 500 million notes due 2028 of Novartis Finance S.A.		553			553
1.800% $1,000 million notes due 2020 of Novartis Capital Corporation(3)		1,000			—
2.400% $1,000 million notes due 2022 of Novartis Capital Corporation		996			996
3.100% $1,000 million notes due 2027 of Novartis Capital Corporation		990			990
0.000% EUR 1,250 million notes due 2021 of Novartis Finance S.A.		1,396			1,396
1.125% EUR 600 million notes due 2027 of Novartis Finance S.A.		670			670
0.500% EUR 750 million notes due 2023 of Novartis Finance S.A.		837			837
1.375% EUR 750 million notes due 2030 of Novartis Finance S.A.		838			838
1.700% EUR 750 million notes due 2038 of Novartis Finance S.A.		832			832

Total Straight bonds		22,167			21,167
Liabilities to banks and other financial institutions		188			188

Total including current portion of non-current financial debt		22,355			21,355

Less current portion of non-current financial debt		(2,002	)		(1,002	)
2025 notes offered hereby		—			996
2027 notes offered hereby		—			1,244
2030 notes offered hereby		—			1,492
2050 notes offered hereby		—			1,213

Total long-term indebtedness		20,353			25,298

Total indebtedness		27,384			31,329

Total capitalization	$	82,935		$	86,880

The following summary of the particular terms of the notes offered by this prospectus supplement adds, and to the extent inconsistent therewith, replaces information to the description of the general terms and provisions of debt securities under the heading "Description of Debt Securities" of the accompanying prospectus. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the notes and the indenture, which are incorporated by reference herein.

We will issue the notes pursuant to an indenture, dated as of February 10, 2009, among Novartis Capital Corporation, Novartis Securities Investment Ltd. and Novartis Finance S.A., as issuers, HSBC Bank USA, National Association, as trustee, and Novartis AG, as guarantor. The 2025 notes, the 2027 notes, the 2030 notes and the 2050 notes will each be a separate series of our debt securities.

Novartis Capital Corporation will issue the 2025 notes in an initial aggregate principal amount of $1,000,000,000. The 2025 notes will mature on February 14, 2025 unless redeemed or purchased prior to such date as described below. Novartis Capital Corporation will issue the 2027 notes in an initial aggregate principal amount of $1,250,000,000. The 2027 notes will mature on February 14, 2027 unless redeemed or purchased prior to such date as described below. Novartis Capital Corporation will issue the 2030 notes in an initial aggregate principal amount of $1,500,000,000. The 2030 notes will mature on August 14, 2030 unless redeemed or purchased prior to such date as described below. Novartis Capital Corporation will issue the 2050 notes in an initial aggregate principal amount of $1,250,000,000. The 2050 notes will mature on August 14, 2050 unless redeemed or purchased prior to such date as described below.

The notes of each series will be issued only in book-entry form, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The notes will be the unsecured senior indebtedness of Novartis Capital Corporation and will rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be fully and unconditionally guaranteed by Novartis AG. If, for any reason, Novartis Capital Corporation does not make any required payment in respect of the notes when due, whether on the normal due date, on acceleration, redemption or otherwise, Novartis AG will cause the payment to be made to or to the order of the trustee. You will be entitled to payment under the guarantees of Novartis AG without taking any action whatsoever against Novartis Capital Corporation. Novartis AG is a holding company and the guarantees will be structurally subordinated to any indebtedness and other liabilities (including trade payables) of its subsidiaries.

The notes will each bear interest at the applicable interest rate shown on the cover of this prospectus supplement and will accrue interest from February 14, 2020, or from the most recent date to which interest has been paid (or provided for), to but not including the next date upon which interest is required to be paid.

Interest will be payable on each of the 2025 notes, the 2027 notes, the 2030 notes and the 2050 notes twice per year, on each February 14 and August 14, commencing on August 14, 2020, to the person in whose name a 2025 note, a 2027 note, a 2030 note or a 2050 note, respectively, is registered at the close of business on the January 30 or July 30 that precedes the date on which interest will be paid. Interest on the notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.

If an interest payment date or redemption date, or the maturity date, for the 2025 notes, the 2027 notes, the 2030 notes or the 2050 notes, as the case may be, would fall on a day that is not a business day, then the required payment will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless we fail to make payment on such next succeeding business day. "Business day" means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed and on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Zurich, Switzerland.

Subject to certain exceptions, if we are required to withhold or deduct any amount for or on account of any withholding tax in Switzerland or another Relevant Taxing Jurisdiction from any payment made on the notes, we will pay additional amounts on those payments so that the amount received by noteholders will equal the amount that would have been received if no such taxes had been applicable. See "Description of Debt Securities—Covenants—Payment of Additional Amounts" in the accompanying prospectus and "—Payment of Additional Amounts" below.

As contemplated by the last paragraph under "Description of Debt Securities—Defeasance" of the accompanying prospectus, the satisfaction of certain conditions will permit us to omit to comply with some or all of our obligations, covenants and agreements under the indenture with respect to the notes. In addition, we may omit to comply with certain covenants through covenant defeasance. See "Description of Debt Securities—Defeasance" in the accompanying prospectus.

Except as described in the accompanying prospectus, the indenture for the notes does not contain any covenants or other provisions designed to protect holders of the notes against a reduction in our creditworthiness in the event of a highly leveraged transaction or that would prohibit other transactions that might adversely affect holders of the notes, including, among other things, through the incurrence of additional indebtedness.

At any time prior to January 14, 2025 (the date that is one month prior to the scheduled maturity date for the 2025 notes) (the "2025 par call date") in the case of the 2025 notes, December 14, 2026 (the date that is two months prior to the scheduled maturity date for the 2027 notes) (the "2027 par call date") in the case of the 2027 notes, May 14, 2030 (the date that is three months prior to the scheduled maturity date for the 2030 notes) (the "2030 par call date") in the case of the 2030 notes and February 14, 2050 (the date that is six months prior to the scheduled maturity date for the 2050 notes) (the "2050 par call date" and, together with the 2025 par call date, the 2027 par call date and the 2030 par call date, the "par call dates" and each a "par call date") in the case of the 2050 notes, Novartis Capital Corporation may redeem the notes of the relevant series, in each case in whole or in part, at its option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed on that redemption date; and (ii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if the applicable series of notes matured on the applicable par call date (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 0.100% in the case of the 2025 notes, 0.100% in the case of the 2027 notes, 0.100% in the case of the 2030 notes and 0.150% in the case of the 2050 notes, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

At any time on or after the applicable par call date, Novartis Capital Corporation may redeem the notes of the relevant series, in each case in whole or in part, at its option at any time and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed on that redemption date, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

Notwithstanding the foregoing, installments of interest on notes to be redeemed that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the notes and the indenture.

"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term (as measured from the date of redemption) of the notes to be redeemed (assuming the applicable series of notes matured on the applicable par call date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes (assuming the applicable series of notes matured on the applicable par call date).

"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means (i) each of Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, a Primary Treasury Dealer selected by MUFG Securities Americas Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Mizuho Securities USA LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by us.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

Notice of any redemption will be mailed at least 30 calendar days but not more than 60 calendar days before the redemption date to each registered holder of the notes to be redeemed by us or by the trustee on our behalf. Notice of redemption will be published in a daily newspaper of general circulation in the United States, and we will give notice of any such redemption to any exchange on which the notes are listed. On and after any redemption date, interest will cease to accrue on the notes or portions thereof called for redemption. On or before a redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued and unpaid interest on the notes to be redeemed on that date. If less than all of the notes are to be redeemed, the notes to be redeemed shall be selected by lot by DTC in accordance with their customary procedures,

in the case of notes represented by a global security, or by the trustee by such method as the trustee deems to be fair and appropriate, in the case of notes, if any, that are not represented by a global security.

If Novartis AG or Novartis Capital Corporation, as applicable, is required to withhold or deduct any amount on account of Taxes (as defined in the accompanying prospectus) from any payment made on the notes or any amounts to be paid under the guarantees, as the case may be, Novartis AG or Novartis Capital Corporation, as applicable, may be required to pay you an additional amount so that the net amount you receive will be the amount specified in the notes to which you are entitled (subject to certain limitations). For more information on additional amounts and the situations in which Novartis AG or Novartis Capital Corporation must pay additional amounts, see "Description of Debt Securities—Covenants—Payment of Additional Amounts" in the accompanying prospectus. Notwithstanding any of the provisions described above or under "Description of Debt Securities—Covenants—Payment of Additional Amounts" in the accompanying prospectus, no additional amounts will be payable with respect to Taxes for or on account of any withholding or deduction imposed under the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto.

In the event of changes in withholding taxes applicable to payments of interest on the notes in Switzerland or another Relevant Taxing Jurisdiction (but excluding, for the purposes of this section, the United States), Novartis Capital Corporation may redeem the 2025 notes, the 2027 notes, the 2030 notes or the 2050 notes, in each case in whole (but not in part) at any time, at a price equal to 100% of their principal amount plus accrued and unpaid interest to, but excluding, the redemption date. See "Description of Debt Securities—Optional Redemption for Tax Reasons" in the accompanying prospectus.

Instead of the events of default described under "Description of Debt Securities—Events of Default" in the accompanying prospectus, an event of default with respect to the notes means only any one of the following events:

We are initially offering the 2025 notes in the aggregate principal amount of $1,000,000,000, the 2027 notes in the aggregate principal amount of $1,250,000,000, the 2030 notes in the aggregate principal amount of $1,500,000,000 and the 2050 notes in the aggregate principal amount of $1,250,000,000. The indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder and we may from time to time, without the consent of the holders of any series of notes, establish and issue further notes of the same series having the same terms and conditions in all respects as the applicable notes being offered hereby, except for the issue date, the issue price and the first payment of interest thereon. We will not issue any further notes under the same CUSIP number unless such further notes are fungible with the notes for U.S. federal income tax purposes. Any additional 2025 notes issued in this manner will be consolidated with and will form a single series with

the 2025 notes being offered hereby. Any additional 2027 notes issued in this manner will be consolidated with and will form a single series with the 2027 notes being offered hereby. Any additional 2030 notes issued in this manner will be consolidated with and will form a single series with the 2030 notes being offered hereby. Any additional 2050 notes issued in this manner will be consolidated with and will form a single series with the 2050 notes being offered hereby.

HSBC Bank USA, National Association is the trustee under the indenture, and the principal corporate trust office of the trustee in The City of New York is also designated as the principal paying agent, registrar, transfer agent and calculation agent for the notes. We may at any time designate additional agents or rescind the designation of any agents or approve a change in the office through which any agent acts.

We will issue the notes of each series in the form of one or more fully registered form, each series of the notes will be represented by one or more global securities registered in the name of DTC's nominee. Direct and indirect participants in DTC will record beneficial ownership of the notes by individual investors. The transfer of ownership of beneficial interests in a global security will be effected only through records maintained by DTC or its nominee, or by participants or persons that hold through participants.

Investors may elect to hold beneficial interests in the global securities through either DTC, Clearstream or Euroclear if they are participants in these systems, or indirectly through organizations which are participants in these systems. Beneficial interests in the global securities will be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Upon receipt of any payment in respect of a global security, DTC or its nominee will immediately credit participants' accounts with amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown in the records of DTC or its nominee. Payments by participants to owners of beneficial interests in a global security held through participants will be governed by standing instructions and customary practices and will be the responsibility of those participants.

DTC holds securities of institutions that have accounts with it or its participants. Through its maintenance of an electronic book-entry system, DTC facilitates the clearance and settlement of securities transactions among its participants and eliminates the need to deliver securities certificates physically. DTC's participants include securities brokers and dealers, including the underwriters of this offering, banks, trust companies, clearing corporations and other organizations. DTC is partially owned by some of these participants or their representatives. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. DTC agrees with and represents to its participants that it will administer its book-entry system in accordance with its rules and bylaws and requirements of law. The rules applicable to DTC and its participants are on file with the SEC.

Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold interests in customers' securities accounts in the depositaries' names on the books of DTC. At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear, or, collectively, the "U.S. Depositaries."

Clearstream holds securities for its participating organizations, or "Clearstream Participants," and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries.

Clearstream is registered as a bank in Luxembourg and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream Participants are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include the underwriters or their affiliates. Indirect access to Clearstream is available to other institutions that clear through or maintain a custodial relationship with a Clearstream Participant. Clearstream has established an electronic bridge with Euroclear as the operator of the Euroclear System, or the "Euroclear Operator," in Brussels to facilitate settlement of trades between Clearstream and the Euroclear Operator.

Distributions with respect to the notes of a series held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear holds securities and book-entry interests in securities for participating organizations, or "Euroclear Participants" and facilitates the clearance and settlement of securities transactions between Euroclear Participants, and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants with, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services.

Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations and may include the underwriters or their affiliates. Non-participants in Euroclear may hold and transfer beneficial interests in a global security through accounts with a Euroclear Participant or any other securities intermediary that holds a book-entry interest in a global security through one or more securities intermediaries standing between such other securities intermediary and Euroclear.

Distributions with respect to notes of a series held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Transfers between Euroclear Participants and Clearstream Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Cross-market transfers between DTC's participating organizations, or the "DTC Participants," on the one hand, and Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global security in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC.

Euroclear Participants and Clearstream Participants may not deliver instructions directly to their respective U.S. Depositaries.

Due to time zone differences, the securities accounts of a Euroclear Participant or Clearstream Participant purchasing an interest in a global security from a DTC Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global security by or through a Euroclear Participant or Clearstream Participant to a DTC Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of that information.

None of us, any of the underwriters and the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and they may discontinue the procedures at any time.

Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day Funds Settlement System.

The following summary of material considerations relating to U.S. federal income tax, Swiss tax and the European Union Savings Directive is based upon laws, regulations, decrees, rulings, administrative practice and judicial decisions in effect at the date of this prospectus supplement. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming. Any such changes or interpretations could affect the tax consequences to holders of the notes, possibly on a retroactive basis, and could alter or modify the statements and conclusions set forth herein. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of the notes. Prospective purchasers of the notes are advised to consult their own tax advisors as to the tax consequences, under the tax laws of the country of which they are resident, of a purchase of notes including, without limitation, the consequences of the receipt of interest and (if applicable) any premium on, and of the sale or redemption of, the notes or any interest therein.

The summary in respect of Swiss tax considerations does not deal with the position of certain classes of noteholders, such as dealers, and relates only to those persons who are the absolute beneficial owners of the notes and who hold the notes as an investment.

The following discussion summarizes the material U.S. federal income tax consequences associated with the purchase, ownership and disposition of the notes. This discussion is limited to notes purchased in the initial offering at their "issue price," which is generally the first price at which a substantial amount of the notes is sold to the public, and held as capital assets within the meaning of section 1221 of the Code. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Code, regulations promulgated under the Code by the U.S. Treasury Department ("Treasury") (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. It does not address considerations that may be relevant to an investor that is subject to special tax rules, such as certain financial institutions (e.g., a bank or thrift), a real estate investment trust, a regulated investment company, an insurance company, a pass-through entity (including an entity that is treated as a partnership for U.S. federal income tax purposes), a dealer in securities or currencies, trader in securities or commodities that elects mark-to-market treatment, a person that will hold notes as a hedge against currency risk or as a position in a "straddle" or conversion transaction, a tax-exempt organization, certain former citizens or long-term residents of the United States, or a person whose "functional currency" is not the U.S. dollar. This discussion does not address the U.S. federal income tax considerations applicable to any holder of our existing indebtedness that may be refinanced with the net proceeds of this offering. In addition, this discussion does not address any estate, gift, foreign, state or local tax consequences; the special tax accounting rules under section 451(b) of the Code; or the alternative minimum tax.

You are a "U.S. holder" for the purposes of this discussion if you are a beneficial owner of notes who, for U.S. federal income tax purposes, is treated as:

You are a "non-U.S. holder" for the purposes of this discussion if you are a beneficial owner of notes who, for U.S. federal income tax purposes, is treated as:

If a partnership (or an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds or is the beneficial owner of the notes, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. A beneficial owner of a note that is a partnership, and partners in such a partnership should consult their tax advisors as to the tax consequences of an investment in the notes.

No rulings from the IRS have or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any such position would not be sustained by a court of competent jurisdiction. You should consult your tax advisor regarding the tax consequences of holding notes, including the relevance to your particular situation of the considerations discussed below, as well as the relevance to your particular situation of state, local, non-U.S., or other tax laws.

Payments or accruals of interest on a note will be taxable to you as ordinary interest income at the time that you receive or accrue such amounts (in accordance with your regular method of accounting for U.S. federal income tax purposes). Interest income on the notes will be treated as U.S. source income for U.S. federal income tax purposes, which may be relevant in calculating a U.S. holder's foreign tax credit limitation.

Upon the sale, exchange or other taxable disposition of a note, you generally will recognize gain or loss equal to the difference between the amount realized on the disposition (less any accrued interest, which will be taxable as ordinary income, as described above) and your tax basis in such note (generally, its cost less any principal payments previously received). Any such gain or loss generally will be U.S.-source capital gain or loss and will be long-term capital gain or loss if you have held the note for more than one year. Long-term capital gains recognized by non-corporate taxpayers are taxed at rates lower than those applicable to ordinary income. The deductibility of capital losses is subject to limitations.

A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (i) the U.S. holder's "net investment income" in the case of individuals, and the "undistributed net investment income" in

the case of estates and trusts for the relevant taxable year and (ii) the excess of the U.S. holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual's circumstances) (the "Medicare tax"). A holder's net investment income generally will include its interest income and its net gains from the disposition of debt securities, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. holder that is an individual, estate, or trust, you are urged to consult your own tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the notes.

A paying agent must file information returns with the IRS in connection with payments on the notes made within the United States, or through certain U.S.-relevant financial intermediaries, to certain United States persons. If you are a United States person, you generally will not be subject to U.S. backup withholding tax on such payments if you provide your taxpayer identification number to the paying agent. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against the U.S. holder's U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that the required information is timely furnished to the IRS. You also may be subject to information reporting and backup withholding tax requirements with respect to the proceeds from a sale of the notes. If you are not a United States person, you may have to comply with certification procedures to establish that you are not a United States person in order to avoid information reporting and backup withholding tax requirements.

Except as described below and under "FATCA Withholding", under current U.S. federal income tax law:

Interest on a note that is not exempt from United States withholding tax as described above and is not effectively connected with a United States trade or business generally will be subject to United States withholding tax at a rate of 30% (or, if applicable, a lower treaty rate). We may be required to report annually to the IRS and to you the amount of interest paid to, and any tax withheld with respect to, you.

If you are engaged in a trade or business in the United States and interest on a note is effectively connected with the conduct of that trade or business and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base, then you (although exempt from the 30% withholding tax) generally will be subject to United States federal income tax on that interest on a net income basis in the same manner as if you were a United States person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States.

Payments on a note owned by a non-U.S. holder will not be subject to information reporting requirements or backup withholding tax if the certification described in clause (a) above is duly provided to the paying agent.

Payment on a note by the U.S. office of a custodian, nominee or other agent of the beneficial owner of such note will be subject to information reporting requirements and will be subject to backup withholding tax unless the beneficial owner timely certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption.

Information reporting requirements and backup withholding tax will not apply to any payment of the proceeds of the sale of a note effected outside the United States by a foreign office of a foreign "broker" (as defined in applicable U.S. Treasury regulations), provided that such broker (i) derives less than 50% of its gross income for certain periods from the conduct of a trade or business in the United States, (ii) is not a controlled foreign corporation for U.S. federal income tax purposes and (iii) is not a foreign partnership that, at any time during its taxable year, is more than 50% (by income or capital interest) owned by U.S. persons or is engaged in the conduct of a U.S. trade or business. Payment of the proceeds of the sale of a note effected outside the United States by a foreign office of any other broker will not be subject to backup withholding tax, but will be subject to information reporting requirements unless such broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder and certain other conditions are met, or the beneficial owner otherwise establishes an exemption. Payment of the proceeds of a sale of a note by the U.S. office of a broker will be subject to information reporting requirements and backup withholding tax unless the beneficial owner certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption.

Provisions of the Code commonly referred to as "FATCA" impose a 30% U.S. federal withholding tax on payments of (i) interest and (ii) gross proceeds from sales, exchanges or other taxable dispositions of interest-bearing obligations occurring after December 31, 2018, in each case, to certain "foreign financial institutions" and "nonfinancial foreign entities, "as defined in the Code, if certain disclosure or certification requirements related to U.S. accounts or ownership are not satisfied. Treasury regulations were published in proposed form that eliminate FATCA withholding on payments of gross proceeds from sales, exchanges or other taxable dispositions of instruments such as the notes. Pursuant to the proposed regulations, taxpayers may rely on this change to FATCA withholding until final regulations are issued. In addition, an intergovernmental agreement between the United States and the jurisdictions of a foreign financial institution may modify these rules. As noted above, none of Novartis Capital Corporation, any paying agent nor any other person will be obligated to pay any additional amounts to "gross up" payments to the noteholders or beneficial owners of the notes for or on account of any withholding or deduction imposed under the Code, as amended, any U.S. Treasury Regulations or other guidance issued or agreements entered into thereunder, any official written interpretations thereof or any law implementing an intergovernmental approach thereto.

Noteholders are urged to consult their own tax advisors regarding the application of FATCA with respect to an investment in the notes.

According to the present practice of the Swiss Federal Tax Administration, payments of principal and interest (and discount or premium, if any) or gains in respect of the notes by Novartis Capital Corporation or the Guarantor are not subject to Swiss withholding tax currently levied at the rate of thirty-five (35) per cent (Verrechnungssteuer), if the proceeds from the notes are neither directly nor indirectly used in Switzerland by any kind of intragroup financing which would constitute a harmful "use of proceeds in Switzerland" as interpreted by the Swiss Federal Tax Administration for purposes of Swiss withholding tax.

Proposed amendments of the Swiss Federal Withholding Tax Act foresee a replacement of the current debtor-based regime applicable to interest payments with a paying agent-based regime for Swiss withholding tax. Under such a paying agent-based regime, if introduced, a Swiss paying agent would need to levy and pay Swiss withholding tax on interest payments and suchlike on the notes, provided that the beneficiary is an individual resident in Switzerland.

If any such a new paying agent-based regime were to be enacted and were to result in the deduction or withholding of Swiss withholding tax by a paying agent in Switzerland on any interest payments in respect of the notes, none of Novartis Capital Corporation, nor the principal paying agent, nor any other paying agent or person would, pursuant to the terms of the notes, be obliged to pay additional amounts with respect to the notes as a result of the deduction or imposition of such withholding tax. However, the exact scope of the proposal and the date of implementation of the amendments are not yet known.

The issue of the notes to their initial holders will not be subject to Swiss federal stamp duty on the dealing in securities ("Umsatzabgabe") (primary market). A transfer of the notes in a secondary market transaction where a bank or another securities dealer in Switzerland or Liechtenstein (as defined in the Swiss Federal Stamp Tax Act) acts as an intermediary or is a party to the transaction may be subject to Swiss securities transfer tax at an aggregate rate of up to 0.3% of the consideration paid for such notes.

A noteholder who is not a tax resident in Switzerland and who during the taxation year has not engaged in a trade or business carried on through a permanent establishment or fixed place of business in Switzerland will, in respect of payments of interest on, and repayment of principal of, the notes, and gain realized on the sale or redemption of notes, not be subject to income tax in Switzerland. See "Swiss Withholding Tax" above for the deduction of Swiss federal withholding tax on payments of interest on the notes.

An individual who resides in Switzerland and holds the notes as private assets is required to include all payments of interest received on such notes in his or her personal income tax return for the

relevant tax period and will be taxed on the net taxable income (including the payments of interest on the notes) for such tax period at the then prevailing tax rates.

Swiss resident individuals who sell or otherwise dispose of privately held notes realize either a tax-free private capital gain or a non-tax-deductible capital loss. See "Notes held as Swiss business assets" below for a summary on the tax treatment of individuals classified as "professional securities dealers."

Swiss resident corporate taxpayers, corporate taxpayers residing abroad holding notes as part of a permanent establishment or fixed place of business situated in Switzerland, and individuals who hold notes as part of a permanent establishment or a business situated in Switzerland are required to recognize payments of interest on, and any capital gain or loss realized on the sale or other disposal of, such notes in their income statement for the relevant tax period and will be taxed on any net taxable earnings for such tax period at the then prevailing tax rates. The same taxation treatment also applies to Swiss resident individuals who, for Swiss income tax purposes, are classified as "professional securities dealers" for reasons of, inter alia, frequent dealings or leveraged transactions in securities.

Switzerland signed the Multilateral Competent Authority Agreement (the "MCAA") regarding the automatic exchange of information in tax matters (the "AEOI") which is based on OECD/Council of Europe administrative assistance convention. The Swiss Federal Act on the International Automatic Exchange of Information in Tax Matters entered into force on January 1, 2017. The AEOI is being introduced in Switzerland through bilateral agreements or multilateral agreements. On this basis, Switzerland began to collect data in respect of financial assets, including, as the case may be, notes, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of individuals resident in a EU member state or in a treaty state from 2017 on and has been exchanging it since 2018, in each case depending on the effectiveness of the relevant agreement. Switzerland has signed and intends to sign further AEOI agreements with further countries. An up-to-date list of the AEOI agreements of Switzerland in effect or signed and becoming effective and the dates of information exchange can be found on the website of the State Secretariat for International Financial Matters.

The terms and conditions set forth in the terms agreement, which incorporates by reference the provisions of an underwriting agreement, govern the sale and purchase of the notes. The terms agreement and the underwriting agreement are referred to collectively as the underwriting agreement. Under the terms and subject to the conditions contained in an underwriting agreement dated February 11, 2020, we have agreed to sell to the underwriters named below, for whom Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, MUFG Securities Americas Inc. are acting as representatives, the following respective principal amounts of the notes:

Underwriter	Principal amount of 2025 Notes		Principal amount of 2027 Notes		Principal amount of 2030 Notes		Principal amount of 2050 Notes

Citigroup Global Markets Inc.	$	150,000,000	$	187,500,000	$	225,000,000	$	187,500,000
HSBC Securities (USA) Inc.		150,000,000		187,500,000		225,000,000		187,500,000
Morgan Stanley & Co. LLC		150,000,000		187,500,000		225,000,000		187,500,000
MUFG Securities Americas Inc.		150,000,000		187,500,000		225,000,000		187,500,000
Barclays Capital Inc.		83,340,000		104,167,000		125,000,000		104,167,000
Deutsche Bank Securities Inc.		83,330,000		104,167,000		125,000,000		104,167,000
Mizuho Securities USA LLC		83,330,000		104,166,000		125,000,000		104,166,000
BNP Paribas Securities Corp		37,500,000		46,875,000		56,250,000		46,875,000
Credit Suisse Securities (USA) LLC		37,500,000		46,875,000		56,250,000		46,875,000
NatWest Markets Securities Inc.		37,500,000		46,875,000		56,250,000		46,875,000
SG Americas Securities, LLC		37,500,000		46,875,000		56,250,000		46,875,000

Total	$	1,000,000,000	$	1,250,000,000	$	1,500,000,000	$	1,250,000,000

The underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering of notes may be terminated. The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

The underwriters propose to offer each series of notes initially at the respective price to public listed on the cover page of this prospectus supplement and to other broker-dealers at the applicable price to public less a selling concession of 0.180% of the principal amount per 2025 note, 0.200% of the principal amount per 2027 note, 0.250% of the principal amount per 2030 note and 0.400% of the principal amount per 2050 note. The underwriters and the other broker-dealers may allow a discount of 0.100% of the principal amount per 2025 note, 0.125% of the principal amount per 2027 note, 0.150% of the principal amount per 2030 note and 0.250% of the principal amount per 2050 note to other broker-dealers. After the initial public offering, the underwriters may change the price to public and concession and discount to broker-dealers.

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the notes).

We estimate that our expenses (which consist of, among other fees, SEC registration fees, rating agency fees and expenses, legal fees and expenses, accounting fees and expenses and printing expenses) for this offering, excluding underwriting discounts, will be approximately $5.2 million.

The notes are new issues of securities with no established trading markets. The notes will not be listed on any securities exchange or interdealer market quotation system. Representatives of the underwriters have informed us that one or more of the underwriters intend to make a secondary market for each series of notes. However, they are not obligated to do so and may discontinue making a secondary market for either series of notes at any time without notice. No assurance can be given as to how liquid or sustainable the trading markets, if any, for the notes will be.

Each underwriter has agreed that it will not offer or sell, directly or indirectly, any of the notes in any jurisdiction where such offer or sale is not permitted.

We have agreed to indemnify the several underwriters against liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or contribute to payments that the underwriters may be required to make in that respect.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses. As described under "Capitalization" in this prospectus supplement, the net proceeds from the offering of the notes will provide us with additional liquidity to facilitate, among other things, the proposed repayment, on or around the issue date of the notes, of $7,000,000,000 in borrowings under a short-term credit agreement we entered into in December 2019 with certain of the underwriters or their affiliates.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. Certain of the underwriters or their affiliates have a lending relationship with us and routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

In connection with the offering of the notes, the underwriters (or persons acting on their behalf) may over-allot notes or effect transactions with a view to supporting the market prices of the notes at a level higher than that which might otherwise prevail. However, stabilization might not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant notes is made and, if begun, may cease at any time, but it must end no later than 30 calendar days after the issue date of the relevant notes and 60 calendar days after the date of allotment of the relevant notes, whichever is the earlier.

We expect that delivery of the notes will be made against payment therefor on or about February 14, 2020, which is the third business day after the date hereof. Under Rule 15c6-1 of the Securities Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date hereof or the next business days will be required, by virtue of the fact that the notes initially will not settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

This prospectus supplement has been prepared on the basis that any offer of notes in the EEA will be only made to a person or legal entity qualifying as a qualified investor (as defined in the Prospectus Regulation). Accordingly any person making or intending to make an offer in the EEA of notes which are the subject of the offering contemplated in this prospectus supplement may only do so to one or more qualified investors as defined in the Prospectus Regulation. Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of notes to any person or legal entity other than a qualified investor as defined in the Prospectus Regulation. Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of notes through any financial intermediary, other than offers made by the underwriters, which constitute the final placement of the notes contemplated in this prospectus supplement.

Each underwriter has agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the EEA. For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus Regulation and the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes.

This document is for distribution in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons.

The offering of the notes in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA") because such offering is made to

professional clients within the meaning of the FinSA only and the notes will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This prospectus supplement does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the notes.

The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

No notes may be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made thereunder; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

No advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been or will be issued other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder.

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the FIEL, and the notes will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the

accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person under Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, Securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (however described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) when the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), we have determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products) and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.

No invitation, whether direct or indirect, may be made to a member of the public in the Cayman Islands to purchase the notes. Accordingly, no such invitation is made by this prospectus supplement.

The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan, the Republic of China ("Taiwan"), pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or would otherwise require registration with or the approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the notes in Taiwan.

Certain matters of U.S. law will be passed upon for us by Mayer Brown International LLP and for the underwriters by Morrison & Foerster LLP. Morrison & Foerster LLP has performed and from time to time performs legal services for us and our subsidiaries and affiliates.

The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Novartis Management on Internal Control Over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 20-F for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers AG, Switzerland, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers AG is a member of EXPERTsuisse—Swiss Expert Association for Audit, Tax and Fiduciary.

We may offer debt securities from time to time in one or more series through this prospectus. The debt securities will be issued by Novartis Capital Corporation, one of Novartis AG's finance subsidiaries, and will be fully and unconditionally guaranteed by Novartis AG.

We will provide the specific terms of the debt securities we offer in one or more supplements to this prospectus. You should read this prospectus and any related prospectus supplement carefully before you invest in our debt securities. Our debt securities may be denominated in U.S. dollars or in any other currencies, currency units or composite currencies as we may designate.

We may offer these debt securities through underwriters, agents or dealers or directly to institutional purchasers. The accompanying prospectus supplement will set forth the names of any underwriters or agents and any applicable commissions or discounts. The prospectus supplement will also set forth the proceeds we will receive from any sale of debt securities and the intended use thereof.

Investing in our debt securities involves certain risks. See "Risk Factors" on page 2 to read about certain factors you should consider before investing in our debt securities.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. Neither we nor any underwriters or agents have authorized anyone else to provide you with different or additional information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of these documents. We are not making an offer of these securities in any state or other jurisdiction where the offer or sale is not permitted.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, we may sell any combination of the debt securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the debt securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the offered debt securities. Those terms may vary from the terms described in this prospectus. As a result, the summary description of the debt securities in this prospectus is subject to, and qualified by reference to, the descriptions of the particular terms of any debt securities contained in any related prospectus supplement. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any related prospectus supplement together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference." If there are any inconsistencies between the information contained in this prospectus and the information contained in any prospectus supplement, the information in the prospectus supplement will prevail.

This prospectus does not include all of the information contained in the registration statement of which it is a part. We refer you to the registration statement and the related exhibits for a more complete understanding of our debt securities and the shelf registration process.

Any debt securities issued by Novartis Capital Corporation will be fully and unconditionally guaranteed by Novartis AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland. The term "guarantor" refers to Novartis AG. Unless the context requires otherwise, the terms "we," "our", "us", "Novartis", "Group", and similar words or phrases in this prospectus refer to Novartis AG and its consolidated affiliates. However, each Group company is legally separate from all other Group companies and manages its business independently through its respective board of directors or similar supervisory body or other top local management body, if applicable.

We file annual reports with and furnish other reports and information to the SEC. You may read and copy any document we file with or furnish to the SEC on the SEC's website at www.sec.gov. The address of the SEC's website is provided solely for the information of prospective investors and is not intended to be an active link. Reports and other information concerning our business may also be inspected at the offices of the New York Stock Exchange at 11 Wall Street, New York, New York 10005.

The SEC allows us to "incorporate by reference" the information we file with or furnish to the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we later file with or furnish to the SEC and that is incorporated by reference will automatically update and supersede information in this prospectus and information previously incorporated by reference herein.

prospectus to the extent that a subsequent statement contained in another document we incorporate by reference at a later date modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We hereby incorporate by reference into this prospectus the documents listed below. Unless otherwise noted, all of the documents listed below have the SEC file number 001-15024:

You may obtain copies of these documents in the manner described above. You may also request copies of these documents at no cost by contacting us as follows:

We present our consolidated financial statements in U.S. dollars and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. When we refer to "$," we mean U.S. dollars. Except where noted, all financial information is presented in accordance with IFRS.

Investing in our debt securities involves certain risks. You should read "Risk Factors" on pages 11 - 22 of our annual report on Form 20-F for the year ended December 31, 2019, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for a discussion of certain factors you should consider before investing in our debt securities. You should also read any risks described in any prospectus supplement related to a specific offering of our debt securities.

This prospectus and the information incorporated by reference in this prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the United States Private Securities Litigation Reform Act of 1995, as amended. Other written materials filed with or furnished to the SEC by Novartis, as well as other written and oral statements made to the public, may also contain forward-looking statements. Forward-looking statements can be identified by words such as "potential," "expected," "will," "planned," "pipeline," "outlook," "may," "could," "would," "anticipate," "seek," or similar terms, or by express or implied discussions regarding potential new products, potential new indications for existing products, or regarding potential future revenues from any such products; or regarding the potential outcome, or financial or other impact on Novartis, of the acquisition of The Medicines Company, the proposed divestiture of certain portions of our Sandoz Division business in the US, and other transactions described; or regarding the potential impact of our share buybacks; or regarding potential future sales or earnings of the Group or any of its divisions or potential shareholder returns; or regarding potential future credit ratings of the Group; or by discussions of strategy, plans, expectations or intentions. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth or implied in the forward-looking statements. You should not place undue reliance on forward-looking statements.

Some of these and other risks and factors are discussed in more detail in Novartis AG's current Form 20-F on file with the SEC, including under "Item 3. Key Information—Item 3.D. Risk factors," "Item 4. Information on the Company," and "Item 5. Operating and Financial Review and Prospects." Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this prospectus or in the documents incorporated herein by reference as anticipated, believed, estimated or expected. We provide the information in this prospectus, any applicable prospectus supplement and any document incorporated herein by reference as of the relevant filing date. We do not intend, and do not assume any obligation, to update any information or forward-looking statements set out in any such documents as a result of new information, future events or otherwise.

Unless we tell you otherwise in a prospectus supplement, we will use the net proceeds from the sale of the debt securities described in this prospectus for our general corporate purposes outside of Switzerland, which may include the refinancing of existing short- and long-term indebtedness or investing the net proceeds in marketable securities as part of our liquidity management process.

Novartis AG was incorporated on February 29, 1996 under the laws of Switzerland as a stock corporation (Aktiengesellschaft) with an indefinite duration. On December 20, 1996, our predecessor companies, Ciba-Geigy AG and Sandoz AG, merged into this new entity, creating Novartis. Novartis AG is domiciled in and governed by the laws of Switzerland. Its registered office is located at Novartis AG, Lichtstrasse 35, CH-4056 Basel, Switzerland, and its telephone number is +41 61 324 1111.

In 2019, Novartis achieved net sales from continuing operations of USD 47.4 billion, while net income from continuing operations amounted to USD 7.1 billion and net income to USD 11.7 billion. Headquartered in Basel, Switzerland, our Group companies employed 104 000 full-time equivalent associates as of December 31, 2019. Our products are sold in approximately 155 countries around the world.

Our Sandoz Division develops, manufactures, distributes and sells prescription medicines as well as pharmaceutical active substances that are not protected by valid and enforceable third-party patents. Sandoz is organized globally into three franchises: Retail Generics; Anti-Infectives and Biopharmaceuticals. In Retail Generics, Sandoz develops, manufactures and markets active ingredients and finished dosage forms of small molecule pharmaceuticals to third parties across a broad range of therapeutic areas, as well as finished dosage form anti-infectives sold to third parties. In Anti-Infectives, Sandoz manufactures and supplies active pharmaceutical ingredients and intermediates—mainly antibiotics—for internal use by Retail Generics and for sale to third-party customers. In Biopharmaceuticals, Sandoz develops, manufactures and markets protein- or other biotechnology-based products, including biosimilars, and provides biotechnology manufacturing services to other companies.

In April 2019, we completed the previously announced spin-off of Alcon into a separately traded standalone company. In Novartis AG's annual report for the year ended December 31, 2019, to comply

with IFRS, we have separated the Group's reported financial data for 2019 and prior years into "continuing" and "discontinued" operations. Discontinued operations include the Alcon eye care devices business and certain Corporate activities attributable to the Alcon business prior to the spin-off, the gain on distribution of Alcon to Novartis AG shareholders and certain other expenses related to the spin-off.

Our divisions are supported by the following organizational units: the Novartis Institutes for BioMedical Research, Global Drug Development, Novartis Technical Operations and Novartis Business Services. The financial results of these organizational units are included in the results of the divisions for which their work is performed. The Novartis Institutes for BioMedical Research (NIBR) is the innovation engine of Novartis, which conducts drug discovery research and early clinical development trials for our Innovative Medicines Division. Approximately 5,600 full time equivalent scientists, physicians and business professionals at NIBR are working to discover new medicines for various diseases at sites located in the US, Switzerland and China.

Our Global Drug Development (GDD) organization oversees drug development activities for our Innovative Medicines Division and collaborates with our Sandoz Division on development of its biosimilars portfolio. GDD works collaboratively with NIBR and with the Innovative Medicines and Sandoz Divisions to execute our overall pipeline strategy. The GDD organization includes centralized global functions such as Regulatory Affairs and Global Development Operations, as well as Global Development units aligned with our business franchises. GDD includes approximately 11 000 full-time equivalent associates worldwide.

Novartis Technical Operations (NTO) manages manufacturing operations, supply chain, and quality across our Innovative Medicines and Sandoz Divisions. As the Novartis portfolio evolves, we continue to transform our operations to help ensure we can deliver the innovation and expertise needed to enable the production of new medical technologies, while increasing effciency. NTO is expected to enhance capacity planning and adherence to quality standards, and to lower costs through simplification, standardization and external spend optimization. NTO includes approximately 25,100 full-time equivalent associates and 60 manufacturing sites across our Innovative Medicines and Sandoz Divisions.

Novartis Business Services (NBS), our shared services organization, delivers integrated solutions to all Novartis divisions and units worldwide. NBS seeks to drive effciency and effectiveness across Novartis by simplifying and standardizing services across six service domains: human resources, real estate and facility services, procurement, information technology, commercial and medical support activities, and financial reporting and accounting operations. NBS has approximately 10,000 full-time equivalent associates in more than 30 countries. NBS works to leverage the full scale of Novartis to create value across the Company and to free up resources to invest in innovation and our product pipeline. NBS continues to transfer the delivery of selected services to its five Global Service Centers in Dublin, Ireland; Hyderabad, India; Kuala Lumpur, Malaysia; Mexico City, Mexico; and Prague, Czech Republic.

Our shares are listed on the SIX Swiss Exchange under the symbol "NOVN" and on the New York Stock Exchange (NYSE) in the form of American Deposityary Receipts (ADRs) representing American Depositary Shares(ADSs) under the symbol "NVS".

Novartis Capital Corporation is a finance subsidiary indirectly owned 100% by Novartis AG and was incorporated as a corporation under the laws of Delaware on July 23, 2008. It exists for the purpose of issuing debt securities, the proceeds of which will be invested by it in marketable securities or advanced to, or otherwise invested in, subsidiaries or affiliates of Novartis AG. The principal office of Novartis Capital Corporation is located at 1 Health Plaza, East Hanover, New Jersey 07936, USA, and its telephone number is + 1 (202) 887 1585.

We generally will not recognize investors who hold debt securities in accounts at banks or brokers as legal holders of those debt securities. Holding securities in accounts at banks or brokers is called holding in "street name." If an investor holds debt securities in street name, we recognize only the bank or broker or the financial institution the bank or broker uses to hold the debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. If you hold debt securities in street name, you should check with your own institution to find out:

Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, extend only to persons who are registered as holders of debt securities. As noted above, we do not have obligations directly to you if you hold in street name or through other indirect means, either because you choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to you but does not do so.

A global security is a special type of indirectly held security. If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners of the debt securities will be indirect holders. We do this by requiring that the global security be registered in the name of a financial institution we select and by requiring that the debt securities represented by the global security not be registered in the name of any other holder except in the special situations described below. The financial institution that acts as the sole registered holder of the global security is called the depositary. Any person wishing to own a debt security may do so indirectly through an account with a broker, bank or other financial institution that in turn has an account with the depositary. The applicable prospectus supplement will indicate whether your series of debt securities will be issued only as global securities.

Transfers of debt securities represented by the global security will be made only on the records of the depositary or its nominee by transferring such debt securities from the account of one broker, bank or financial institution to the account of another broker, bank or financial institution. These transfers are made electronically only and are also known as book-entry transfers. Securities in global form are sometimes also referred to as being in book-entry form.

As an indirect holder, your rights relating to a global security will be governed by the account rules of your broker, bank or financial institution and of the depositary, as well as general laws relating to securities transfers. We will not recognize you as a holder of debt securities and instead will deal only with the depositary that holds the global security.

You should be aware that if debt securities are issued only in the form of a global security:

In a few special circumstances described below, the global security will terminate and the indirect interests in it will be exchanged for registered debt securities represented by physical certificates. After that exchange, the choice of whether to hold debt securities in registered form or in street name will be up to you. You must consult your broker, bank or financial institution to find out how to have your interests in debt securities transferred to your name, so that you will be a registered holder.

Unless we specify otherwise in the applicable prospectus supplement, the special circumstances for termination of a global security are:

The prospectus supplement may also list additional circumstances for terminating a global security that would apply only to the particular series of debt securities covered by the applicable prospectus supplement. When a global security terminates, the depositary (and not us or the trustee) is responsible for deciding the names of the institutions that will be the initial registered holders.

In the descriptions of the debt securities included in this prospectus and any prospectus supplement, when we refer to the "holder" of a given debt security as being entitled to certain rights or

payments, or being permitted to take certain actions, we are in all cases referring to the registered holder of the debt security.

While you would be the registered holder if you held a certificated security registered in your name, it is likely that the holder will actually be either the broker, bank or other financial institution where you have your street name account, or, in the case of a global security, the depositary. If you are an indirect holder, you will need to coordinate with the institution through which you hold your interest in a debt security in order to determine how the provisions involving holders described in this prospectus and any prospectus supplement will actually apply to you. For example, if the debt security in which you hold a beneficial interest in street name can be repaid at the option of the holder, you cannot exercise the option yourself by following the procedures described in the applicable prospectus supplement. Instead, you would need to cause the institution through which you hold your interest to take those actions on your behalf. Your institution may have procedures and deadlines different from or additional to those described in the applicable prospectus supplement relating to the debt security.

This section describes the general terms that will apply to any debt securities that we may offer pursuant to this prospectus. The specific terms of any offered debt securities, and the extent to which the general terms described in this section apply to those debt securities, will be described in the related prospectus supplement at the time of the offer.

As used in this prospectus, "debt securities" means the debentures, notes, bonds, guarantees and other evidences of indebtedness that Novartis Capital Corporation issues, Novartis AG fully and unconditionally guarantees and the trustee authenticates and delivers under the indenture. The debt securities will be direct unsecured obligations of Novartis Capital Corporation and will rank equally and ratably without preference among themselves and at least equally with all of the other unsecured and unsubordinated indebtedness of Novartis Capital Corporation. The guarantees will be direct unsecured obligations of Novartis AG and will rank equally and ratably without preference among themselves and at least equally with all other unsecured and unsubordinated guarantees and indebtedness of Novartis AG.

The debt securities will be issued in one or more series under an indenture dated February 10, 2009 among Novartis Capital Corporation, Novartis Securities Investment Ltd and Novartis Finance S.A., as issuers, HSBC Bank USA, National Association, as trustee, and Novartis AG, as guarantor. The indenture is qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

This prospectus briefly outlines the provisions of the indenture and the description included herein is qualified in its entirety by reference to the indenture. The terms of the indenture include both those stated in the indenture and those made part of the indenture by the Trust Indenture Act. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part, and you should read the indenture for provisions that may be important to you.

The indenture does not contain any covenants or other provisions designed to protect holders of the debt securities against a reduction in the creditworthiness of Novartis AG or Novartis Capital Corporation in the event of a highly leveraged transaction or that would prohibit other transactions that might adversely affect holders of the debt securities.

The indenture does not limit the amount of debt securities that may be issued. The debt securities may be issued in one or more series with the same or various maturities, at a price of 100% of their principal amount or at a premium or a discount. Not all debt securities of any one series need be issued at the same time, and, unless otherwise provided, any series may be reopened, without the consents of the holders of debt securities of that series, for issuances of additional debt securities of that series. Except in the limited circumstances described below under "—Covenants—Limitation on Liens," the debt securities will not be secured by any property or assets of Novartis AG or Novartis Capital Corporation.

The terms of any authorized series of debt securities will be described in a prospectus supplement. These terms will include some or all of the following:

The prospectus supplement relating to any series of debt securities may add to or change statements contained in this prospectus. The applicable prospectus supplement may also include, if applicable, a discussion of certain U.S. federal income tax and Swiss income tax considerations.

Debt securities issued by Novartis Capital Corporation will be fully and unconditionally guaranteed by Novartis AG. If for any reason Novartis Capital Corporation does not make any required payment in respect of its debt securities when due, whether on the normal due date, on acceleration, redemption or otherwise, Novartis AG will cause the payment to be made to or to the order of the trustee. The holder of a guaranteed debt security will be entitled to payment under the applicable guarantee of Novartis AG without taking any action whatsoever against Novartis Capital Corporation.

The debt securities will be issued only as registered securities, which means that the name of the holder will be entered in a register that will be kept by the trustee or another agent appointed by us. Unless stated otherwise in a prospectus supplement, and except as described under "—Book-Entry System" below, payments of principal, interest and additional amounts (as described below under "—Covenants—Payment of Additional Amounts"), if any, will be made at the office of the paying agent or agents named in the applicable prospectus supplement or by check mailed to registered holders at the address appearing in the register.

Unless other procedures are described in a prospectus supplement and except as described under "—Book-Entry System" below, you will be able to transfer registered debt securities at the office of the transfer agent or agents named in the applicable prospectus supplement. You may also exchange registered debt securities at the office of the transfer agent for an equal aggregate principal amount of

registered debt securities of the same series having the same maturity date, interest rate and other terms as long as the debt securities are issued in authorized denominations.

Neither we nor the trustee will impose any service charge for any transfer or exchange of a debt security; however, we may ask you to pay any taxes or other governmental charges in connection with a transfer or exchange of debt securities.

Novartis AG and Novartis Capital Corporation have agreed in the indenture not to consolidate with or merge with or into any other person or sell, lease, convey or otherwise dispose of all or substantially all of their respective properties and assets to any person (except that Novartis Capital Corporation may merge with or into Novartis AG and Novartis AG may merge with or into Novartis Capital Corporation), unless:

Payments made by us under or with respect to the debt securities will be free and clear of and without withholding or deduction for or on account of any and all present or future taxes, duties, assessments or governmental charges of any nature imposed, levied, collected, withheld or assessed by or on behalf of (i) the government of Switzerland or of any political subdivision of Switzerland or by any authority or agency therein or thereof having the power to tax, (ii) the government of the jurisdiction of organization of Novartis Capital Corporation or any political subdivision or territory or possession of such jurisdiction or by any authority or agency therein or thereof having the power to tax or (iii) the government of any jurisdiction from or through which a payment on the debt securities or the guarantee is made or any political subdivision or territory or possession of such jurisdiction or by

any authority or agency therein or thereof having power to tax (each of clauses (i), (ii) and (iii), a "Relevant Taxing Jurisdiction"), which we refer to collectively as "Taxes," unless we are required to withhold or deduct Taxes by law.

If we are required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the debt securities, we will pay such additional amounts as may be necessary so that the net amount received by each holder (including additional amounts) after such withholding or deduction will not be less than the amount the holder would have received if the Taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to Taxes:

nor shall additional amounts be paid with respect to any payment of the principal of or interest on any debt security to any such holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of the debt security.

Novartis Capital Corporation and Novartis AG have agreed in the indenture, for so long as any debt securities are outstanding, not to create or have outstanding any lien upon the whole or any part of its assets, present or future (including any uncalled capital), in order to secure any existing or future relevant indebtedness (as this term is defined below) or to secure any guarantee or indemnity in

respect thereof without in any such case at the same time securing the debt securities equally and ratably with such relevant indebtedness (or any guarantee or indemnity in respect thereof) or creating such other security approved by Novartis Capital Corporation and/or Novartis AG (as the case may be) and the holders of a majority in principal amount of all affected series of debt securities, voting as one class.

For purposes of the limitation on liens covenant, the term "relevant indebtedness" means any loan or other indebtedness in the form of, or represented or evidenced by, bonds, debentures, notes or other securities that are or are capable of being quoted, listed or traded on any stock exchange or in any securities market or over-the-counter market. For purposes of the limitation on liens covenant, "assets" refers to assets of Novartis Capital Corporation and Novartis AG, respectively, and does not include the assets of their respective subsidiaries.

We may be subject to additional covenants, including restrictive covenants in respect of a particular series of debt securities. Such additional covenants will be set forth in the applicable prospectus supplement and, to the extent necessary, in the supplemental indenture or board resolution relating to that series of debt securities.

Novartis Capital Corporation may redeem any series of debt securities in whole but not in part at any time, on giving not less than 30 nor more than 60 days' notice of such redemption, at a redemption price equal to the principal amount plus accrued and unpaid interest, if any, to the date fixed for redemption (except in the case of discounted debt securities, which may be redeemed at the redemption price specified by the terms of each series of such debt securities), if:

We will also pay to each holder, or make available for payment to each such holder, on the redemption date any additional amounts resulting from the payment of such redemption price, subject to the conditions described under "—Covenants—Payment of Additional Amounts" above. Prior to the publication of any notice of redemption, Novartis Capital Corporation or Novartis AG will deliver to the trustee an officer's certificate stating that Novartis Capital Corporation is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem have occurred. Any notice of redemption will be irrevocable once Novartis Capital Corporation delivers the officer's certificate to the trustee.

Unless otherwise specified in a prospectus supplement, an event of default with respect to a series of debt securities means any one of the following events:

For purposes of the definition of "event of default," the term "indebtedness" means any indebtedness for monies borrowed or raised including, without limitation, any debenture, note, bond or like security.

Any additional or different events of default applicable to a particular series of debt securities will be described in the applicable prospectus supplement relating to such series.

An event of default with respect to a particular series of debt securities will not necessarily constitute an event of default with respect to any other series of debt securities.

The trustee may withhold notice to the holders of debt securities of any default (except in the payment of principal, premium or interest) if it, in good faith, considers such withholding of notice to be in the best interests of the holders. A default is any event which is an event of default described above or would be an event of default but for the giving of notice or the passage of time.

If an event of default occurs and continues, the trustee or the holders of the aggregate principal amount of the debt securities specified below may require us to repay immediately, or accelerate:

If the event of default occurs because of a default in a payment of principal or interest on the debt securities of any series, then the trustee or the holders of at least 25% of the aggregate principal amount of debt securities of that series can accelerate that series of debt securities. If the event of default occurs because of a failure to perform any other covenant in the indenture or any covenant for the benefit of one or more, but not all, of the series of debt securities, then the trustee or the holders

of at least 25% of the aggregate principal amount of debt securities of all series affected, voting as one class, can accelerate all of the affected series of debt securities. If the event of default occurs because of bankruptcy proceedings, then all of the debt securities under the indenture will be accelerated automatically. Therefore, except in the case of a default on a payment of principal or interest on the debt securities of your series or a default due to our bankruptcy or insolvency, it is possible that you may not be able to accelerate the debt securities of your series because of the failure of holders of other series to take action.

The holders of a majority of the aggregate principal amount of the debt securities of all affected series, voting as one class, can rescind this accelerated payment requirement or waive any past default or event of default or allow noncompliance with any provision of the indenture. However, they cannot waive a default in payment of principal of, premium, if any, or interest on any of the debt securities when due otherwise than as a result of acceleration.

After an event of default, the trustee must exercise the same degree of care a prudent person would exercise under the circumstances in the conduct of her or his own affairs. Subject to these requirements, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders, unless the holders offer the trustee reasonable indemnity. If they provide this reasonable indemnity, the holders of a majority in principal amount of all affected series of debt securities, voting as one class, may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any power conferred upon the trustee, for any series of debt securities. However, the trustee may refuse to follow any direction that conflicts with law or the indenture or is unduly prejudicial to the rights of other holders.

No holder will be entitled to pursue any remedy with respect to the indenture unless the trustee fails to act for 60 days after it is given:

and during this 60-day period the holders of a majority in principal amount of all outstanding debt securities of such affected series do not give a direction to the trustee that is inconsistent with the enforcement request. These provisions will not prevent any holder of debt securities from enforcing payment of the principal of (and premium, if any) and interest on the debt securities at the relevant due dates.

If an event of default with respect to a series of debt securities occurs and is continuing, the trustee will mail to the holders of those debt securities a notice of the event of default within 90 days after it occurs. However, except in the case of a default in any payment in respect of a series of debt securities, the trustee shall be protected in withholding notice of an event of default if it determines in good faith that this is in the interests of the holders of the relevant debt securities.

In general, we may modify our rights and obligations and those of the holders under the indenture if the holders of a majority in aggregate principal amount of the outstanding debt securities of each series affected by the modification consent to such modification. However, the indenture provides that, unless each affected holder agrees, an amendment cannot:

However, if Novartis Capital Corporation, Novartis AG and the trustee agree, the indenture may be amended without notifying any holders or seeking their consent for any of the following purposes:

The term defeasance means discharge from some or all of the obligations under the indenture. Subject to the requirements of the indenture, if we deposit with the trustee sufficient cash or

government securities to pay the principal, interest, any premium and any other sums due to the stated maturity date or a redemption date of the debt securities of a particular series, then at our option:

If this happens, the holders of the debt securities of the affected series will not be entitled to the benefits of the indenture except for registration of transfer and exchange of debt securities and replacement of lost, stolen or mutilated debt securities. Instead, the holders will only be able to rely on the deposited funds or obligations for payment.

Novartis Capital Corporation must deliver to the trustee an opinion of counsel to the effect that the deposit and related defeasance would not cause the holders of the debt securities to recognize income, gain or loss for U.S. federal income tax purposes. Novartis Capital Corporation may, in lieu of an opinion of counsel, deliver a ruling to such effect received from or published by the U.S. Internal Revenue Service.

Debt securities may be issued under a book-entry system in the form of one or more global securities. The global securities will be registered in the name of a depositary or its nominee and deposited with that depositary or its custodian. Unless stated otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, or DTC, will be the depositary if a depositary is used.

According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the debt securities upon our instructions. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Since the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global security, we and the trustee will treat the depositary as the sole owner or holder of the debt securities for purposes of the indenture. Therefore, except as set forth below, you will not be entitled to have debt securities registered in your name or to receive physical delivery of certificates representing the debt securities. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the indenture. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.

We will make all payments of principal, interest and additional amounts (as described under "—Covenants—Payment of Additional Amounts" above), if any, on the debt securities to the depositary. It is expected that the depositary will then credit participants' accounts proportionately with these payments on the payment date and that the participants will in turn credit their customers' accounts in accordance with their customary practices. Neither we nor the trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of or payments to participants and their customers, and you will have to rely on the procedures of the depositary and its participants.

Global securities are generally not transferable. Physical certificates will be issued to beneficial owners in lieu of a global security only in the special circumstances described in the sixth paragraph under the heading "Legal Ownership of Debt Securities—Global Securities."

HSBC Bank USA, National Association is the trustee under the indenture. The trustee will be required to perform only those duties that are specifically set forth in the indenture, except when a default has occurred and is continuing with respect to the debt securities. After a default, the trustee must exercise the same degree of care that a prudent person would exercise under the circumstances in the conduct of her or his own affairs. Subject to these requirements, the trustee will be under no obligation to exercise any of the powers vested in it by the indenture at the request of any holder of debt securities unless the holder offers the trustee indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by exercising those powers.

The debt securities, the related guarantees and the indenture will be governed by and construed in accordance with the laws of the State of New York.

The applicable prospectus supplement will describe certain tax considerations in connection with the acquisition, ownership and disposal of the particular series of debt securities being offered thereby.

We may sell the debt securities through agents, underwriters, dealers or directly to purchasers, through any combination of the foregoing methods or through any other method permitted by applicable law.

We may use an underwriter or underwriters in the offer or sale of the debt securities.

We may solicit directly offers to purchase the debt securities, and we may directly sell the debt securities to institutional or other investors. We will describe the terms of our direct sales in the relevant prospectus supplement.

We may indemnify agents, underwriters and dealers against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for, us or our subsidiaries and affiliates in the ordinary course of business.

We may authorize our agents and underwriters to solicit offers by certain institutions to purchase the relevant securities at the public offering price under delayed delivery contracts.

Certain matters of U.S. law will be passed upon for us by Mayer Brown International LLP and for the agents or underwriters by Morrison & Foerster LLP. Morrison & Foerster LLP has performed and from time to time performs legal services for us and our subsidiaries and affiliates.

The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Novartis Management on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers AG, Switzerland, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers AG is a member of EXPERTsuisse—Swiss Expert Association for Audit, Tax and Fiduciary.

Because Novartis AG is a Swiss company headquartered in Switzerland, many of our directors and executive officers (as well as certain directors, managers and executive officers of Novartis Capital Corporation), and certain experts named in this prospectus, reside outside the United States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may be difficult for you to serve legal process on us or our directors and executive officers (as well as certain directors, managers and executive officers of Novartis Capital Corporation) or have any of them appear in a U.S. court. In addition, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws to enforce in U.S. courts or outside the U.S. judgments obtained against those persons in U.S. courts, to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the U.S., or to enforce against those persons in Switzerland, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon the U.S. federal securities laws. In addition, awards for punitive damages in actions brought in the United States or elsewhere may be unenforceable in Switzerland.

	Price to Public (1)			Underwriting Discount			Proceeds to Issuer before Expenses



Per 2025 Note		99.852	%		0.300	%		99.552	%

Total	$	998,520,000		$	3,000,000		$	995,520,000

Per 2027 Note		99.909	%		0.350	%		99.559	%

Total	$	1,248,862,500		$	4,375,000		$	1,244,487,500

Per 2030 Note		99.869	%		0.400	%		99.469	%

Total	$	1,498,035,000		$	6,000,000		$	1,492,035,000

Per 2050 Note		97.712	%		0.700	%		97.012	%

Total	$	1,221,400,000		$	8,750,000		$	1,212,650,000


BNP PARIBAS		Credit Suisse		NatWest Markets		SOCIETE GENERALE

		Page

About This Prospectus Supplement			S-1
Where You Can Find More Information			S-2
Incorporation of Certain Documents by Reference			S-2
Presentation of Financial Information			S-3
Summary			S-4
Risk Factors			S-11
Use of Proceeds			S-15
Capitalization			S-16
Description of The Notes			S-18
Tax Considerations			S-26
Underwriting			S-32
Selling Restrictions			S-35
Legal Matters			S-38
Experts			S-38
Prospectus
About This Prospectus			1
Where You Can Find More Information			1
Incorporation of Certain Documents By Reference			1
Presentation of Financial Information			2
Forward-Looking Statements			3
Use of Proceeds			5
Novartis AG			6
Novartis Capital Corporation			8
Novartis Securities Investment Ltd
Legal Ownership of Debt Securities			9
Description of Debt Securities			12
Tax Considerations			23
Plan of Distribution			24
Legal Matters			25
Experts			25
Limitations on Enforcement of U.S. Laws			26


Novartis International AG		Novartis Services, Inc.
Investor Relations		Investor Relations
P.O. Box		One Health Plaza
CH-4002 Basel		East Hanover, NJ 07936
Switzerland		USA
Tel: + 41 61 324 79 44		Tel: + 1 862 778 5052
Fax: + 41 61 324 84 44		E-mail: investor.relations@novartis.com
E-mail: investor.relations@novartis.com

		Paid by Us

Per 2025 Note			0.300%
Per 2027 Note			0.350%
Per 2030 Note			0.400%
Per 2050 Note			0.700%


Novartis International AG Investor Relations P.O. Box CH-4002 Basel Switzerland Tel: +41 61 324 79 44 Fax: +41 61 324 84 44 E-mail: investor.relations@novartis.com		Novartis Services, Inc. Investor Relations One Health Plaza East Hanover, NJ 07936 USA Tel: + 1 862 778 5052 E-mail: investor.relations@novartis.com