Exhibit 12.3



























Alcon, Inc., Hünenberg



Report of the Statutory Auditors

to the General Meeting

Financial Statements 2002



































KPMG Fides Peat

Zug, February 18, 2003

Ref. EK



















Report of the Statutory Auditors to the General Meeting of



Alcon, Inc., Hünenberg







As statutory auditors, we have audited the accounting records and the financial statements (balance sheet, statement of earnings and retained earnings and notes) of Alcon, Inc. for the year ended December 31, 2002.



These financial statements are the responsibility of the board of directors. Our responsibility is to express an opinion on these financial statements based on our audit. We confirm that we meet the legal requirements concerning professional qualification and independence.



Our audit was conducted in accordance with auditing standards promulgated by the Swiss profession, which require that an audit be planned and performed to obtain reasonable assurance about whether the financial statements are free from material misstatement. We have examined on a test basis evidence supporting the amounts and disclosures in the financial statements. We have also assessed the accounting principles used, significant estimates made and the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the accounting records and financial statements and the proposed appropriation of available earnings comply with Swiss law and the company's articles of association.



We recommend that the financial statements submitted to you be approved.





KPMG Klynveld Peat Marwick Goerdeler SA









Dr. Elisabeth Kruck	Thomas Affolter

Swiss Certified Accountant	Swiss Certified Accountant

Auditor in charge







Zug, February 18, 2003



Enclosure:

- Financial statements (balance sheet, statement of earnings and retained earnings and notes)
- Proposed appropriation of available earnings



Alcon, Inc., Hünenberg



Balance Sheet as of December 31,	Note	2002	2001



CHF	CHF

ASSETS

Current Assets

Cash and banks	1,164,503,393	3,578,773

Accounts receivable

due from affiliated companies	84,059,224	261,294,488

due from parent company	--	468,361,875

Treasury Shares	10,926,520	--

Prepayments and other current assets	6,347,079	356,694



1,265,836,216	733,591,830



Non-current Assets

Loans due from affiliated companies	5	1,136,079,577	1,835,565,677

Investments	4	865,872,253	981,883,449

Intangible assets	186,330,421	195,344,222



2,188,282,251	3,012,793,348



3,454,118,467	3,746,385,178







Alcon, Inc., Hünenberg



Balance Sheet as of December 31,	Note	2002	2001



CHF	CHF

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities

Bank overdraft		--	1,646,104

Accounts payable

due to third parties		16,803	851,625

due to affiliated companies		363,785,120	490,446,747

Accrued income taxes		14,893,898	14,947,334

Other accrued liabilities		19,566,848	67,700,764

Provision for unrealised exchange gains		--	88,664,354



398,262,669	664,256,928



Non-current Liabilities

Loan due to affiliated company		--	528,227,362

Other long-term liabilities		179,780,625	250,868,708

Provisions		1,395,000,000	--



1,574,780,625	779,096,070





Shareholder's Equity

Share capital	6	61,846,340	60,000,000

Legal reserve	7	605,449,967	602,433,711

Reserve for own shares	8	11,838,545	--

Other reserve		--	100,000

Retained earnings		801,940,321	1,640,498,469



1,481,075,173	2,303,032,180



3,454,118,467	3,746,385,178





Alcon, Inc., Hünenberg

Statement of Earnings and Retained Earnings

for the year ended December 31,		2002	2001

CHF	CHF

INCOME

Dividend income		317,833,260	441,554,306

Royalty income		662,333,463	768,916,945

Other investment income	636,680,970	--

Interest income		53,017,985	104,300,052

Miscellaneous income		4,984,540	4,808,581



1,674,850,218	1,319,579,884



EXPENSES

Royalty expenses		(248,150,047)	(137,731,855)

Research and development expenses		(340,019,338)	(338,409,651)

Outside services and fees		(69,821,594)	(61,990,872)

Amortization of intangibles		(10,993,622)	(11,666,262)

Investment write downs		(68,790,935)	(35,618,116)

Personnel related expenses		(3,862,837)	--

Administration and other operating expenses		(24,381,688)	(16,914,509)

Interest expenses		(10,351,852)	(46,000,133)

Withholding and miscellaneous taxes		(9,658,230)	(15,331,500)

Foreign exchange differences		(71,894,886)	(4,883,739)

Other expenses		(14,488,964)	(91,766,519)



(872,413,993)	(760,313,156)



EARNINGS BEFORE INCOME TAXES		802,436,225	559,266,728

Income taxes		(495,904)	(15,066,792)



NET EARNINGS		801,940,321	544,199,936

Retained earnings at beginning of the year	1,640,498,469	1,096,298,533

Dividend distribution	(1,640,498,469)	--



Retained earnings at end of the year		801,940,321	1,640,498,469





Alcon, Inc., Hünenberg



Notes to the Financial Statements



1.	General



The Company is registered in Hünenberg in the Canton of Zug, Switzerland. Its principal activity is holding investments, patents, trademarks and technical and industrial know-how.



Nestlé S.A. holds 74.46% of the common shares of Alcon, Inc. The remaining shares are publicly traded at the New York Stock Exchange (NYSE) since March 21, 2002. The company is not aware of any other significant shareholder holding, directly or indirectly, 5% or more of the share capital.







2.	Significant Accounting Policies



The accounting policies followed for dealing with items which are judged material or critical in determining the results for the year and stating the financial position are as follows:





2.1	Foreign Currency Translation



The accounting records are kept in USD, which is the functional currency of the Company. Assets and liabilities which arise in currencies other than USD are translated at the rates of exchange prevailing at year-end; revenues and expenses are converted at monthly booking rates.



For statutory purposes, the financial statements are translated into CHF at the following rates:



Investments	- at historical rates

Other assets and liabilities	- at year-end rates

Equity	- at historical rates

Income and expenses	- at average rates



Net exchange gains and losses on translation and transactions are recognized in the income statement, except for unrealised gains which are deferred.





1. Investments
2. Treasury Shares
3. Intangible assets



The intangible assets are amortized on a straight-line basis over a period between seven and twenty years.





2.5	Taxation



Provision has been made for all Federal and Cantonal income and capital taxes estimated to be payable on the basis of earnings reported through December 31, 2002.





2.6	Hedging



The company uses forward foreign exchange contracts to hedge foreign currency flows and positions, and also uses interest rate swaps to manage the interest rate risk.







3.	Comparative financial statements



Certain captions of the 2001 comparative financial statements have been reclassified in order to conform with the presentation used in 2002.







4.	Investments in Subsidiaries



The following is a list of the Company's major investments that remained unchanged since 2001:



Name	Domicile	Activity	Issued share capital	Ownership





S.A. Alcon-Couvreur N.V.	Puurs	Manufacturer	EUR	4,491,831		99.62%

Belgium	and Distributor



Alcon, Inc., Hünenberg



Notes to the Financial Statements



4.	Investments (continued)



Name	Domicile	Activity	Issued share capital	Ownership



Alcon Cusi S.A.	El Masnou	Manufacturer

(Barcelona)	and Distributor	EUR	11,599,783		100.00%

Spain



Laboratoires Alcon S.A.	Rueil-	Manufacturer

Malmaison	and Distributor	EUR	12,579,102		100.00%

France



Alcon Laboratories (UK) Ltd.	Herts	Distributor	GBP	3,100,000		100.00%

UK



Alcon Pharmaceuticals Ltd.	Hünenberg	Distributor	CHF	100,000		100.00%

Switzerland



Alcon Japan Ltd.	Tokyo	Distributor	JPY	27,500,000		100.00%

Japan



Alcon Laboratories	Frenchs	Distributor	AUD	2,550,000		100.00%

(Australia) Pty. Ltd.	Forest

Australia



Alcon Canada Inc.	Missisauga	Distributor	CAD  (Shares with no		100.00%

Canada			nominal value)



Alcon (Puerto Rico) Inc.	Puerto Rico	Distributor	USD	100		100.00%



Alcon Laboratorios	Sao Paulo	Manufacturer and	BRL	7,729,167		100.00%

do Brasil Ltda.	Brazil	Distributor



Alcon Laboratorios S.A.	Mexico	Manufacturer	MXP	5,915,300		100.00%

de C.V. 	City	and Distributor

Mexico



Trinity River Insurance	Bermudas	Insurance Activities	USD	120,000		100.00%

Co. Ltd.



Alcon Hong Kong Ltd.	Hong Kong	Distributor	HKD	77,000		100.00%



Alcon Pte Ltd.	Singapore	Distributor	SGD	164,000		100,00%



Alcon (China) Ophthalmic	Beijing	Manufacturer	USD	1,357,455		100.00%

Product Co. Ltd.	China	and Distributor



Alcon Ireland B.V.	Amsterdam	Manufacturer	EUR	395,696		100.00%

The Netherlands



Alcon, Inc., Hünenberg



Notes to the Financial Statements



4.	Investments (continued)



Name	Domicile	Activity	Issued share capital	Ownership



Alcon Coordination	Puurs	Finance	EUR	415,000,000		86.16%

Center (N.V.)	Belgium





Alcon Italia S.p.A.	Milan	Distributor	EUR	1,300,000		99.00%

Italy







The following is a list of the Company's major investments that were changed or newly acquired during 2002:



December 31, 2002	December 31, 2001



Name	Domicile	Activity	Issued share capital / Ownership



Alcon Holdings Inc.	Wilmington	U.S. Sub-Holding

USA



Common shares			USD		10	USD	10

100.00%		100.00%

Preferred shares A					-	CHF	15,000

100.00%

Preferred shares B					-	CHF	5,000

100.00%

Preferred shares C			 		-	CHF	4,000

100.00%



Preferred shares D					-	USD	10

79.00%



Alcon Laboratuvarlari	Istanbul	Distributor	TRL	17,724,114,600,000	TRL	11,606,000,000,000

Ticaret AS	Turkey							100.00%		85.00%



Alcon Pharma GmbH	Freiburg	Distributor	EUR		511,292			-

Germany						100.00%



Alcon Credit Corporation	Hünenberg	Finance	CHF			1,000,000			-

Switzerland					100.00%



Alcon Finance PLC	Cork		Finance	EUR			38,100			-

Ireland						100.00%







Alcon, Inc., Hünenberg



Notes to the Financial Statements



5.	Loans due from affiliated companies



The Company has signed two subordination agreements for loans due from two subsidiaries that amount to CHF 8,591,000 as of December 31, 2002. (2001: CHF 8,416,700).







6.	Share Capital



As of December 31, 2002 the Company's share capital comprises 309,231,699 issued and fully paid registered shares with a nominal value of CHF 0.20 each (2001: 300,000,000 shares).



The General Meeting held on February 25, 2002 resolved that the share capital may be increased in an amount not to exceed CHF 6,000,000 through the issuance of up to 30,000,000 fully paid registered shares with a nominal value of CHF 0.20 per share in connection with the issuance of new shares or options to employees or directors of the Company and group companies.



The Conditional Capital was reduced during the year by 2,165,699 shares due to the conversion of the Phantom Stock Plan into the new Alcon Incentive Plan for personnel, and by 91,000 shares due to the issuance of new shares based on exercises of share options by employees.



As of December 31, 2002 the Conditional Capital amounts to 27,743,301 registered shares at CHF 0.20 each representing a total of CHF 5,548,660.







7.	Legal Reserve



The Company appropriates earnings to a legal reserve in accordance with the provisions of Swiss law. For holding companies such a reserve is, to the extent of 20 % of the share capital, not readily available for distribution.







8.	Reserve for Own Shares



During the year a total of 199,532 shares have been acquired at a cost of CHF 11,838,545. These shares will be recorded in the Share Register as being without voting rights and will not rank for dividends.

The total of 199,532 own shares held at December 31, 2002 represents 0.06% of Alcon, Inc.'s share capital.



Alcon, Inc., Hünenberg



Notes to the Financial Statements



9.	Commitments



The Company is committed to make future minimum payments under non-cancellable patent and know-how licence agreements that amount to approximately CHF 59 million as of December 31, 2002 (2001: approximately CHF 108 million).







10.	Contingent liabilities



The Company issued guarantees to third parties on behalf of subsidiaries that amount to approximately CHF 11 million (2001: CHF 9 million).



Alcon, Inc., Hünenberg

Proposed Appropriation of Available Earnings



According to the proposal submitted by the Board of Directors, the retained earnings of

CHF 801,940,321 are to be appropriated as follows:





Dividend for 2002, CHF 0.45 per share

on 309,032,167 shares	139,064,475

Dividend for 2002, CHF 0.45 per share

on 414,911 shares reserved for the

option rights which may be exercised

in 2003 prior to the record date for

dividend payments (a)186,710





Balance to be carried forward	662,689,136



801,940,321









(a)





The gross dividend amounts to CHF 0.45 per share. After deduction of the federal withholding tax of 35%, a net amount of CHF 0.2925 per share will be payable.