Obligation Nestle Holdings 1.5% ( US641062AW40 ) en USD

Nestle Holdings

84.83 % ▲

Etats-unis

US641062AW40 ( en USD )

1.5% par an ( paiement semestriel )

13/09/2028

Prospectus brochure de l'obligation Nestle Holdings US641062AW40 en USD 1.5%, échéance 13/09/2028

150 000 USD

1 000 000 000 USD

641062AW4

14/09/2024 ( Dans 119 jours )

L'Obligation émise par Nestle Holdings ( Etats-unis ) , en USD, avec le code ISIN US641062AW40, paye un coupon de 1.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/09/2028

OFFERING MEMORANDUM
STRICTLY CONFIDENTIAL
$5,000,000,000
Nestlé Holdings, Inc.
(incorporated in the State of Delaware with limited liability)
$1,500,000,000 0.606% Notes due 2024
$500,000,000 1.150% Notes due 2027
$1,000,000,000 1.500% Notes due 2028
$1,000,000,000 1.875% Notes due 2031
$500,000,000 2.500% Notes due 2041
$500,000,000 2.625% Notes due 2051
guaranteed by
Nestlé S.A.
(incorporated in Switzerland with limited liability)
Nestlé Holdings, Inc., a company incorporated under the laws of the State of Delaware (the ``Issuer''), is offering
$1,500,000,000 principal amount of its 0.606% notes due 2024 (the ``2024 Notes''), $500,000,000 principal amount of its
1.150% notes due 2027 (the ``2027 Notes''), $1,000,000,000 principal amount of its 1.500% notes due 2028 (the ``2028
Notes''), $1,000,000,000 principal amount of its 1.875% notes due 2031 (the ``2031 Notes''), $500,000,000 principal amount of
its 2.500% notes due 2041 (the ``2041 Notes'') and $500,000,000 principal amount of its 2.625% notes due 2051 (the ``2051
Notes'' and, together with the 2024 Notes, the 2027 Notes, the 2028 Notes, the 2031 Notes and the 2041 Notes, the ``Notes'').
Consistent with the Group's (as defined below) existing notes, debt issuance program and commercial paper programs, each
series of Notes will be guaranteed by Nestlé S.A., a company incorporated under the laws of Switzerland and the indirect
parent company of the Issuer (the ``Guarantor''), pursuant to a guarantee (each, a ``Guarantee'') issued in accordance with
Article 496 of the Swiss Code of Obligations of March 30, 1911, as amended (Loi fédérale complétant le Code civil suisse
(Livre cinquième: Droit des obligations)) (the ``Swiss Code of Obligations''). Each such Guarantee will be a joint and several
suretyship (cautionnement solidaire) that is accessory in nature, which means that its enforceability is dependent upon the legal
validity and enforceability of the primary obligation to which it relates. See ``Description of Notes and
Guarantees--Guarantees'' and ``Risk Factors--The Guarantees are not full and unconditional obligations of the Guarantor and
it may be difficult for Holders to obtain, or enforce judgments obtained, in U.S. courts against the Guarantor''.
Interest on the Notes will accrue from (and including) the date of issue of the Notes. Interest on the 2024 Notes will be
payable semi-annually in arrears on March 14 and September 14 of each year, commencing on March 14, 2022. Interest on the
2027 Notes will be payable semi-annually in arrears on January 14 and July 14 of each year, commencing on January 14, 2022
(short first interest period). Interest on the 2028 Notes will be payable semi-annually in arrears on March 14 and September 14
of each year, commencing on March 14, 2022. Interest on the 2031 Notes will be payable semi-annually in arrears on March 14
and September 14 of each year, commencing on March 14, 2022. Interest on the 2041 Notes will be payable semi-annually in
arrears on March 14 and September 14 of each year, commencing on March 14, 2022. Interest on the 2051 Notes will be
payable semi-annually in arrears on March 14 and September 14 of each year, commencing on March 14, 2022. The 2024
Notes will mature on September 14, 2024 (the ``2024 Maturity Date''), the 2027 Notes will mature on January 14, 2027 (the
``2027 Maturity Date''), the 2028 Notes will mature on September 14, 2028 (the ``2028 Maturity Date''), the 2031 Notes will
mature on September 14, 2031 (the ``2031 Maturity Date''), the 2041 Notes will mature on September 14, 2041 (the ``2041
Maturity Date'') and the 2051 Notes will mature on September 14, 2051 (the ``2051 Maturity Date'' and, together with the
2024 Maturity Date, the 2027 Maturity Date, the 2028 Maturity Date, the 2031 Maturity Date and the 2041 Maturity Date, the
``Maturity Dates''), and upon surrender, will be repaid at 100% of the principal amount thereof, together with any accrued and
unpaid interest.
Continued on inside front cover.
Joint Book-Running Managers
Citigroup
Credit Suisse
HSBC
J.P. Morgan
Santander
BofA Securities ING Mizuho Securities SOCIETE GENERALE UBS Investment Bank Wells Fargo Securities
The date of this Offering Memorandum is September 7, 2021.

Continued from the front cover.
Each series of Notes will be redeemable prior to maturity, in whole or in part, at any time and from time
to time at the Issuer's option at an applicable redemption price calculated as set forth under ``Description of
Notes and Guarantees--Optional Redemption''. The Notes of each series will be issued in denominations of
$150,000 and integral multiples of $1,000 in excess thereof. The Notes of each series will be represented by
global notes, registered in the name of Cede & Co., as nominee for The Depository Trust Company (``DTC'').
Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants. See ``Description of Notes and Guarantees--Book-Entry;
Delivery and Form''.
The Notes will constitute direct, unsecured, unsubordinated and unconditional obligations of the Issuer,
which will at all times rank equally with each other and with all other present and future unsecured and
unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by law applying to
companies generally). The Guarantees will be governed by, and construed in accordance with, the substantive
laws of Switzerland, and will constitute direct, unsecured and unsubordinated obligations of the Guarantor,
which will at all times rank equally with each other and with all other present and future unsecured and
unsubordinated obligations of the Guarantor (other than obligations mandatorily preferred by law applying to
companies generally). See ``Description of Notes and Guarantees--Ranking'' and ``Description of Notes and
Guarantees--Guarantees'' and ``Risk Factors--The Guarantees are not full and unconditional obligations of
the Guarantor and it may be difficult for Holders to obtain, or enforce judgments obtained, in U.S. courts
against the Guarantor''.
We do not intend to apply for listing of the Notes on any security exchange or for inclusion of the Notes
in any automated quotation system.
An investment in the Notes involves risk. See ``Risk Factors'' beginning on page 20 and the risk
factors contained in the documents incorporated herein by reference.
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the ``Securities Act''), or the securities laws of any other jurisdiction. Accordingly, the
Notes and the Guarantees may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act or applicable state or other
securities laws. The Notes and the Guarantees may be offered and sold in the United States only to qualified
institutional buyers (``QIBs'') in reliance on Rule 144A under the Securities Act (``Rule 144A'') and in
transactions outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act
(``Regulation S''). Prospective purchasers in the United States are hereby notified that the seller of the Notes
and the Guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see ``Plan of
Distribution'' and ``Notice to Investors''.
Price for the 2024 Notes: 100.000% plus accrued interest, if any, from September 14, 2021
Price for the 2027 Notes: 99.887% plus accrued interest, if any, from September 14, 2021
Price for the 2028 Notes: 99.729% plus accrued interest, if any, from September 14, 2021
Price for the 2031 Notes: 100.000% plus accrued interest, if any, from September 14, 2021
Price for the 2041 Notes: 99.765% plus accrued interest, if any, from September 14, 2021
Price for the 2051 Notes: 99.239% plus accrued interest, if any, from September 14, 2021
It is expected that delivery of beneficial interests in the Notes will be made through the facilities of DTC
and its participants, including Euroclear Bank, S.A./N.V., as operator of the Euroclear System (``Euroclear''),
and Clearstream Banking S.A., Luxembourg (``Clearstream''), on or about September 14, 2021, against
payment therefor in immediately available funds.

We are responsible only for the information contained in or incorporated by reference in this offering
memorandum (this ``Offering Memorandum''). Neither we nor any of the initial purchasers listed in the
section of this Offering Memorandum entitled ``Plan of Distribution'' (collectively, the ``Initial Purchasers'')
have authorized any other person to provide you with information that is different from, or in addition to,
that contained in this Offering Memorandum or any of the materials incorporated by reference in this
Offering Memorandum. We are not, and the Initial Purchasers are not, making an offer to sell the Notes
in any jurisdiction where the offer or sale of the Notes is not permitted. This Offering Memorandum may
only be used where it is legal to offer and sell the Notes. You should assume that the information contained
in this Offering Memorandum is accurate only as of the date of this Offering Memorandum, and that any
information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference. Our business, financial condition, results of operations or any other information
in this Offering Memorandum may have changed since those dates.
TABLE OF CONTENTS
Page
IMPORTANT NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
PRESENTATION OF FINANCIAL AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
EXTENDED SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
THE OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . .
80
DESCRIPTION OF NOTES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
CERTAIN TAXATION CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
This Offering Memorandum is confidential. You are authorized to use this Offering Memorandum solely for
the purpose of considering the purchase of the Notes described herein. We and the other sources identified herein
have provided the information contained in this Offering Memorandum. The Initial Purchasers make no
representation or warranty, express or implied, as to the accuracy or completeness of such information, and
nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the
Initial Purchasers. You may not reproduce or distribute this Offering Memorandum, in whole or in part, and you
may not disclose any of the contents of this Offering Memorandum or use any information herein for any
purpose other than considering the purchase of the Notes. You agree to the foregoing by accepting delivery of
this Offering Memorandum.
As used in this Offering Memorandum, ``we'', ``us'', ``our'', ``Nestlé'', the ``Group'', the ``Nestlé Group''
and similar terms refer to Nestlé S.A. (the Guarantor) and, where appropriate, the consolidated subsidiaries of
Nestlé S.A., including Nestlé Holdings, Inc. (the Issuer), unless stated otherwise or the context otherwise
requires.
1

The Notes and the Guarantees have not been registered with, or recommended or approved by, the
U.S. Securities and Exchange Commission (the ``SEC'') or any other federal or state securities commission
or regulatory authority, nor has the SEC or any such other commission or regulatory authority passed
upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is
a criminal offense.
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We and the Initial Purchasers require persons in whose possession this Offering
Memorandum comes to inform themselves about and to observe any such restrictions. This Offering
Memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful. Neither we nor the Initial Purchasers accept any legal
responsibility for any violation by any person, whether or not a potential investor, of any such restrictions. For
a more detailed description of certain restrictions in connection with the offering, see ``Plan of Distribution'' and
``Notice to Investors''.
IMPORTANT NOTICE
This Offering Memorandum has been prepared by us solely for use in connection with the proposed offering
of the Notes described herein. This Offering Memorandum is personal to each offeree and does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution
of this Offering Memorandum to any person other than the offeree and any person retained to advise such
offeree with respect to its possible purchase is unauthorized, and any disclosure of any of its contents, without
our prior written consent, is prohibited. Each potential investor, by accepting delivery of this Offering
Memorandum, agrees to the foregoing and to make no photocopies of this Offering Memorandum or any
documents referred to in this Offering Memorandum that such offeree may request.
We are offering the Notes in reliance on an exemption from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. If you purchase Notes, you will be deemed to have
made the acknowledgements, representations, warranties and agreements set forth under the heading ``Notice to
Investors'' in this Offering Memorandum. The Notes are subject to restrictions on transferability and resale and
may not be transferred or resold except as permitted under the Securities Act and applicable state and foreign
securities laws pursuant to registration or exemption therefrom. As a potential investor, you should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time. See ``Plan of
Distribution'' and ``Notice to Investors''.
In making an investment decision, potential investors must rely on their own examination of us and our
subsidiaries and the terms of this offering of the Notes, including the merits and risks involved. Potential
investors should not construe anything in this Offering Memorandum as legal, business or tax advice. Each
potential investor should consult its own advisers as needed to make its investment decision and to determine
whether it is legally permitted to purchase the securities under applicable legal investment or similar laws or
regulations.
This Offering Memorandum contains summaries of certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such reference. Copies
of documents referred to herein will be made available to potential investors upon request to us or the Initial
Purchasers.
This Offering Memorandum should be read and construed with any supplement hereto and with all
documents incorporated by reference. See ``Incorporation by Reference''.
To the fullest extent permitted by law, the Initial Purchasers do not accept any responsibility for the contents
of this Offering Memorandum or for any other statements made or purported to be made by the Initial Purchasers
or on their behalf in connection with the Issuer, the Guarantor, the Notes or the Guarantees. Accordingly, the
Initial Purchasers disclaim all and any liability whether arising in tort or contract or otherwise that they might
otherwise have in respect of this Offering Memorandum or any such statement.
The Initial Purchasers are acting exclusively for the Issuer and the Guarantor and no other person in
connection with the offering of the Notes. They will not regard any other person (whether or not a recipient of
2

this Offering Memorandum) as their client in relation to the offering of the Notes and will not be responsible to
anyone other than the Issuer and the Guarantor for providing the protections afforded to their respective clients
or for giving advice in relation to the offering or any transaction or arrangement referred to herein.
This Offering Memorandum should not be considered a recommendation by the Issuer, the Guarantor or the
Initial Purchasers that any recipient of this Offering Memorandum should subscribe for, or purchase, any of the
Notes. Each recipient of this Offering Memorandum shall be taken to have made his or her own investigation
and appraisal of the condition (financial or otherwise) of each of the Issuer and the Guarantor.
We reserve the right to withdraw this offering of the Notes at any time. We and the Initial Purchasers also
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason and to allot to any
potential investor less than the full amount of Notes sought by such investor. The Initial Purchasers and certain
related entities may acquire for their own account a portion of the Notes.
Each potential investor must comply with all applicable laws and regulations in force in any applicable
jurisdiction and must obtain any consent, approval or permission required by it for the purchase, offer or sale of
the Notes under the laws and regulations in force in the jurisdiction such investor is subject or in which it makes
such purchase, offer or sale, and neither we nor the Initial Purchasers will have any responsibility therefor. No
action has been taken by the Initial Purchasers, us, or any other person that would permit an offering of the
Notes or the circulation or distribution of this Offering Memorandum or any offering material in relation to us or
our affiliates or the Notes in any country or jurisdiction where action for that purpose is required.
None of we, the Initial Purchasers or our or their respective representatives are making any representation to
any offeree or any purchaser of the Notes regarding the legality of any investment in the Notes by any such
offeree or purchaser under applicable legal investment or similar laws or regulations. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any advertisement or other
offering material may be distributed or published in any jurisdiction except under circumstances that will result
in compliance with any applicable laws and regulations.
The information set out in the sections of this Offering Memorandum describing clearing and settlement
arrangements is subject to any change or reinterpretation of the rules, regulations and procedures of DTC as
currently in effect. The information in such sections concerning these clearing systems has been obtained from
sources that we believe to be reliable. We accept responsibility only for the correct extraction and reproduction of
such information, but not for the accuracy of such information. If you wish to use the facilities of any clearing
system you should confirm the applicability of the rules, regulations and procedures of the relevant clearing
system. We will not be responsible or liable for any aspect of the records relating to, or payments made on
account of book-entry interests held through the facilities of any clearing system or for maintaining, supervising
or reviewing any records, relating to such book-entry interests.
IN CONNECTION WITH THIS OFFERING OF THE NOTES, EACH OF THE INITIAL PURCHASERS
MAY PURCHASE AND SELL NOTES IN THE OPEN MARKET. THESE TRANSACTIONS MAY INCLUDE
OVER-ALLOTMENT TRANSACTIONS, SYNDICATE COVERING AND STABILIZING TRANSACTIONS.
OVER-ALLOTMENT TRANSACTIONS INVOLVE SALES OF NOTES IN EXCESS OF THE PRINCIPAL
AMOUNT OF THE NOTES TO BE PURCHASED IN THIS OFFERING OF THE NOTES, WHICH CREATES
A SHORT POSITION. SYNDICATE COVERING TRANSACTIONS INVOLVE PURCHASES OF NOTES IN
THE OPEN MARKET AFTER THE DISTRIBUTION HAS BEEN COMPLETED IN ORDER TO COVER
SHORT POSITIONS CREATED. STABILIZING TRANSACTIONS CONSIST OF CERTAIN BIDS OR
PURCHASES OF NOTES MADE FOR THE PURPOSE OF PEGGING, FIXING OR MAINTAINING THE
PRICE OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY AN INITIAL PURCHASER (OR PERSON(S) ACTING ON BEHALF OF AN INITIAL
PURCHASER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Notice to Prospective Investors in the European Economic Area
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 (``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, the ``Insurance Distribution Directive''), where that customer would not
3

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 ``EU 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 EU PRIIPs Regulation. This Offering Memorandum has been prepared on
the basis that any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This Offering
Memorandum is not a prospectus for the purposes of the Prospectus Regulation.
Notice to Prospective Investors in the United Kingdom
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 United Kingdom (``UK''). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the ``EUWA''); or (ii) a customer within the meaning of the provisions of the UK Financial Services
and Markets Act 2000, as amended (the ``FSMA'') and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the ``UK PRIIPs Regulation'') for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this Offering Memorandum is for distribution only to (i) persons who are investment
professionals falling within Article 19 paragraph 5 of the FSMA, or (ii) persons falling within Article 49
paragraph 2 (a) to (d) of the FSMA (e.g., high net worth companies, unincorporated associations), or (iii) other
persons to whom it may be lawfully communicated in accordance with the FSMA (all such persons falling within
the preceding clauses (i)-(iii) together being referred to as ``Relevant Persons''). This Offering Memorandum is
directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant
Persons. In the UK, any investment or investment activity to which this Offering Memorandum relates is
available only to Relevant Persons and will be engaged in only with Relevant Persons.
4

PRESENTATION OF FINANCIAL AND OTHER DATA
Financial Data
Unless otherwise indicated, the financial information included or incorporated by reference in this Offering
Memorandum, including the audited consolidated financial statements of each of the Issuer and the Guarantor
and their respective subsidiaries as of and for the years ended December 31, 2020 (``Fiscal 2020'') and
December 31, 2019 (``Fiscal 2019''), has been prepared in accordance with the International Financial Reporting
Standards (``IFRS''), as issued by the International Accounting Standards Board (the ``IASB'') and Swiss law (in
the case of the Guarantor's audited consolidated financial statements). The unaudited interim condensed
consolidated financial statements of each of the Issuer and the Guarantor and their respective subsidiaries
as of and for the six-month period ended June 30, 2021 (the fiscal year ending December 31, 2021 being
referred to herein as ``Fiscal 2021'') and as of and for the first six months of Fiscal 2020 have been prepared in
accordance with International Accounting Standard (``IAS'') 34 Interim Financial Reporting, the standard of
IFRS applicable to interim financial statements, and should be read in conjunction with the audited consolidated
financial statements of each of the Issuer and the Guarantor and their respective subsidiaries incorporated by
reference herein.
The preparation of consolidated financial statements in accordance with IFRS and interim condensed
consolidated financial statements in accordance with IAS 34 requires management to exercise judgment and to
make estimates and assumptions that affect the application of policies, reported amounts of revenues, expenses,
assets and liabilities and disclosures. These estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances. Actual results
may differ from these estimates. For a complete description of the accounting principles applied in preparing the
consolidated financial statements of each of the Issuer and the Guarantor and their respective subsidiaries, please
see ``Note 1-Accounting Policies'' to each set of audited consolidated financial statements incorporated by
reference herein. The financial information and related discussion and analysis included or incorporated by
reference in this Offering Memorandum are presented in Swiss francs (``CHF'') except as otherwise specified.
IFRS differs in certain material respects from generally accepted accounting principles in the United States
(``U.S. GAAP''). As a result, the results of operations and financial condition derived from the audited
consolidated financial statements that are incorporated by reference in this Offering Memorandum may differ
substantially from the results of operations and financial condition that would be derived if such financial
statements had been prepared in accordance with U.S. GAAP. Neither the Issuer nor the Guarantor has prepared
a reconciliation of its financial information to U.S. GAAP or a summary of significant accounting differences
between the accounting and valuation methods of IFRS and U.S. GAAP or otherwise reviewed the impact the
application of U.S. GAAP would have on its financial reporting.
In making an investment decision, you must rely upon your own examination of the Issuer and the
Guarantor and their respective subsidiaries and the information contained or incorporated by reference in this
Offering Memorandum.
Some financial information in this Offering Memorandum has been rounded and, as a result, the figures
shown as totals in this Offering Memorandum may vary slightly from the exact arithmetic aggregation of the
figures that precede them.
Use of Non-IFRS Financial Measures
This Offering Memorandum includes or incorporates by reference certain financial performance measures,
not defined by IFRS, that are used by the Guarantor to assess the financial and operational performance of the
Group, including Organic Growth; Real Internal Growth; Pricing; Underlying Trading operating profit;
Underlying Trading operating profit margin; Trading operating profit; Trading operating profit margin; Free Cash
Flow; and Net Financial Debt. The Guarantor believes that these non-IFRS financial performance measures
provide useful information regarding the Group's business, and the Group's management (``Management'')
considers these measures when analyzing the Group's financial and operating performance. However, these
measures should not be considered indications of, or alternatives to, corresponding measures determined in
accordance with IFRS. In addition, such measures may not be comparable to similar measures presented by other
companies.
5

For additional disclosures, explanations and reconciliations of such measures, please see ``Management's
Discussion and Analysis of Financial Condition and Results of Operations--Definitions of Alternative
Performance Measures'' and the Alternative Performance Measures (as defined below) incorporated by reference
herein.
INDUSTRY AND MARKET DATA
Industry, market and statistical information or other statements incorporated by reference in this Offering
Memorandum regarding our position relative to our competitors largely reflect the best estimates of Management.
These estimates are based upon information obtained from customers, trade or business organizations and
associations, other contacts within the industries in which we operate and, in some cases, upon published
statistical data or information from analysts and independent third parties. We have not verified this information
independently or determined the reasonableness of such assumptions or the accuracy and completeness of such
information. In addition, these sources may use different definitions of the relevant markets than those we
present. Data regarding our industry are intended to provide general guidance but are inherently imprecise. As a
result, this information may not be accurate, complete, adequate, up-to-date or comprehensive.
INTELLECTUAL PROPERTY
This Offering Memorandum includes names of our products that constitute trademarks that we own, license
or otherwise have the right to use. This Offering Memorandum also contains other brand names, trade names,
trademarks or service marks of other companies, and these brand names, trade names, trademarks or service
marks are the property of those companies.
ENFORCEABILITY OF CIVIL LIABILITIES
Any dispute that might arise out of or in connection with the Guarantees will fall within the exclusive
jurisdiction of the courts of the Canton of Vaud, Switzerland (venue being the City of Vevey). This means,
among other things, that, in respect of any such dispute, service of process upon the Guarantor must be effected
in Switzerland in accordance with Swiss procedural rules, and it is unlikely that investors would be able to
enforce in Switzerland against the Guarantor any judgment obtained from a U.S. court with respect to any such
dispute.
Furthermore, the Guarantor is incorporated under the laws of Switzerland. As a result, in the case of
disputes not arising out of or in connection with the Guarantees, it may not be possible for investors to effect
service of process, including judgments, upon the Guarantor within the United States. It may also be difficult for
investors to enforce in Switzerland against the Guarantor judgments obtained from U.S. courts for the reasons
described below.
The United States and Switzerland do not currently have a treaty providing for the reciprocal recognition
and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Consequently, a
final judgment rendered against the Guarantor by any U.S. federal or state court for payment would not
automatically be enforceable in Switzerland. A final judgment rendered against the Guarantor by a U.S. federal
or state court, however, may be recognized in Switzerland in an action before a court of competent jurisdiction in
accordance with the rules set forth in the Swiss Federal Act on International Private Law of December 18, 1987,
as amended (Loi fédérale sur le droit international privé) (the ``LDIP''), the Swiss Federal Act on Civil
Procedure of December 19, 2008, as amended (Code de procédure civile), and the Swiss Federal Act on Debt
Enforcement and Bankruptcy of April 11, 1889, as amended (Loi fédérale sur la poursuite pour dettes et la
faillite). In such an action, a Swiss court generally would not reinvestigate the merits of the original matter
decided by a U.S. court. The recognition and enforcement by a Swiss court of a judgment rendered against the
Guarantor by a U.S. federal or state court would be conditional upon a number of conditions including, without
limitation, those set out in articles 25 et seqq. of the LDIP, which include:
·
the U.S. federal or state court having had jurisdiction over the original proceedings from a Swiss
perspective as defined in the LDIP;
·
the judgment being final and non-appealable under U.S. federal or state law or no ordinary legal
remedy being available against such judgment;
·
the parties having been duly summoned, under the law of their domicile or under the law of their
habitual residence, or having proceeded to the merits without any reserves;
6

·
the original proceeding before a U.S. federal or state court not having been conducted under a violation
of material principles of Swiss civil procedure law, in particular, the right to be heard;
·
the dispute (litige) resulting in the judgment of the U.S. federal or state court not already being the
object of a court decision in Switzerland or pending before a Swiss court between the same parties and
on the same subject matter, or already being the object of a court decision in a third-party country,
provided that the decision of such third-party country meets the requirements to be recognized and
enforced in Switzerland; and
·
the enforcement of the judgment by the U.S. federal or state court not being manifestly incompatible
with Swiss public policy (ordre public suisse).
Subject to the foregoing, purchasers of the Notes may be able to enforce against the Guarantor judgments in
civil and commercial matters obtained from a U.S. federal or state court in Switzerland. We cannot, however,
assure you that any attempts to enforce judgments in Switzerland will be successful; in particular, it is uncertain
whether a Swiss court would recognize U.S. jurisdiction if the defendant did not enter an appearance before a
U.S. federal or state court during the substantive proceedings in the sense of article 6 of the LDIP. Furthermore,
it is doubtful whether a Swiss court would enforce a judgment of any U.S. federal or state court predicated
solely upon the federal or state securities laws of the United States. In addition, the recognition and enforcement
of punitive damages awards might be denied by Swiss courts as incompatible with Swiss public policy (ordre
public suisse). Alternatively, a Swiss court may reduce the amount of damages granted by a U.S. federal or state
court and recognize damages only to the extent that they are necessary to compensate actual losses or damages.
Investors should be aware that Swiss civil procedure differs substantially from U.S. federal and state civil
procedure in a number of respects. With respect to the production of evidence, for example, U.S. federal and
state law and the laws of several other jurisdictions based on common law provide for pre-trial discovery, a
process by which parties to the proceedings may, prior to trial, compel the production of documents by adverse
or third parties and the depositions of witnesses. Evidence obtained in this manner may be decisive in the
outcome of any proceeding. In Switzerland, no such pre-trial discovery process exists. A Swiss court would
generally decide on the basis of evidence provided by the parties and in accordance with the applicable rules on
the burden of proof.
AVAILABLE INFORMATION
We are not subject to informational requirements of the U.S. Securities Exchange Act of 1934, as amended
(the ``Exchange Act'').
The Issuer has agreed that it will make available, upon request, to any registered holder of the Notes
(a ``Holder'') or prospective purchaser of the Notes the information required pursuant to Rule 144A(d)(4) under
the Securities Act with respect to the Issuer, during any period in which the Issuer is neither subject to
Section 13 or 15(d) of the Exchange Act nor exempt by virtue of Rule 12g3- 2(b) thereunder. Any such requests
should be directed to Nestlé S.A., Attention: Treasury, Avenue Nestlé 55, 1800 Vevey, Switzerland.
A copy of the Fiscal Agency Agreement will be made available to Holders, upon request, at no charge. Any
such requests should be directed to Citibank, N.A. at Agency & Trust, 388 Greenwich Street, New York, New
York 10013, United States.
EXTENDED SETTLEMENT
We expect that delivery of the Notes will be made against payment therefor on or about September 14,
2021, which will be the fifth Business Day (as defined below under ``Description of Notes and Guarantees'')
following the date of pricing of the Notes, or ``T+5''. Trades in many secondary markets generally settle in two
Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish
to trade Notes prior to two Business Days before delivery will be required, by virtue of the fact that the Notes
initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a
failed settlement. Purchasers of the Notes who wish to trade the Notes prior to two Business Days before
delivery hereunder should consult their advisers.
7

INCORPORATION BY REFERENCE
This Offering Memorandum incorporates by reference, and should be read and construed in conjunction
with, the following information:
Pages
Document
Incorporated
A.
The Issuer's Half-Yearly Financial Report as of June 30, 2021 (but excluding the section
entitled ``Outlook'' on page 5) (the ``Issuer 2021 Half-Yearly Financial Report'') . . . . . . . . 3-23
B.
The following sections of the Issuer's Annual Financial Report as of December 31, 2020:
Management Report (but excluding the section entitled ``Outlook'' on page 7) . . . . . . . . . . 3-7
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-13
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-72
(together, the ``Issuer 2020 Annual Financial Report Excerpts'')
C.
The following sections of the Issuer's Annual Financial Report as of December 31, 2019:
Management Report (but excluding the section entitled ``Outlook'' on page 7) . . . . . . . . . . 3-7
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9-13
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14-73
(together, the ``Issuer 2019 Consolidated Financial Statements'')
D.
The Guarantor's Half-Year Report January-June 2021 (but excluding the section entitled
``Outlook 2021'' on page 7) (the ``Guarantor 2021 Half-Year Report'')
E.
The following sections of the Guarantor's Annual Review 2020:
Our business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III
Speaking through our brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20-35
Product category and operating segment review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Principal risks and uncertainties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60-62
Factories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Corporate Governance and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64-70
(together, the ``Guarantor 2020 Annual Review Excerpts'')
F.
Consolidated Financial Statements of the Nestlé Group 2020 (the ``Guarantor 2020
Consolidated Financial Statements'')
G.
Restatements of the Operating Segments of the Nestlé Group 2020 (but excluding
Appendix 1 and Appendix 3) (the ``Guarantor 2020 Restatements'')
H.
Consolidated Financial Statements of the Nestlé Group 2019 (the ``Guarantor 2019
Consolidated Financial Statements'')
I.
Restatements of the Operating Segments of the Nestlé Group 2019 (but excluding
Appendix 1 and Appendix 3) (the ``Guarantor 2019 Restatements'')
J.
Alternative Performance Measures, July 2021 Edition (the ``Alternative Performance
Measures'')
8