Obbligazione Kraft Heinz Company 4% ( US50077LAS51 ) in USD

Emittente Kraft Heinz Company
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US50077LAS51 ( in USD )
Tasso d'interesse 4% per anno ( pagato 2 volte l'anno)
Scadenza 14/06/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Kraft Heinz Foods Co US50077LAS51 in USD 4%, scaduta


Importo minimo 2 000 USD
Importo totale 1 600 000 000 USD
Cusip 50077LAS5
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Descrizione dettagliata Kraft Heinz Foods Company è una multinazionale agroalimentare statunitense che produce e commercializza una vasta gamma di alimenti di marca, tra cui ketchup, salse, formaggi processati, sughi e altri prodotti alimentari confezionati.

The Obbligazione issued by Kraft Heinz Company ( United States ) , in USD, with the ISIN code US50077LAS51, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/06/2023

The Obbligazione issued by Kraft Heinz Company ( United States ) , in USD, with the ISIN code US50077LAS51, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Kraft Heinz Company ( United States ) , in USD, with the ISIN code US50077LAS51, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d577196d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to Be Registered

Registered

Per Unit

Offering Price(1)

Registration Fee(1)
$300,000,000 3.375% Senior Notes due 2021

$300,000,000

99.924%

$299,772,000

$37,322
$1,600,000,000 4.000% Senior Notes due 2023

$1,600,000,000

99.803%

$1,596,848,000

$198,808
$1,100,000,000 4.625% Senior Notes due 2029

$1,100,000,000

99.411%

$1,093,521,000

$136,144
Total

$3,000,000,000


$2,990,141,000

$372,274


(1)
The filing fee, calculated in accordance with Rule 457(r) under the Securities Act of 1933, has been transmitted to the Securities and Exchange
Commission in connection with the securities offered by means of this prospectus supplement.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-213290

Prospectus Supplement
(To Prospectus dated August 24, 2016)
Kraft Heinz Foods Company
Guaranteed by The Kraft Heinz Company
$300,000,000 3.375% Senior Notes due 2021
$1,600,000,000 4.000% Senior Notes due 2023
$1,100,000,000 4.625% Senior Notes due 2029
Kraft Heinz Foods Company, a Pennsylvania limited liability company (the "Issuer"), is offering $300,000,000 aggregate principal amount of 3.375% senior notes due 2021
(the "2021 Notes"), $1,600,000,000 aggregate principal amount of 4.000% senior notes due 2023 (the "2023 Notes") and $1,100,000,000 aggregate principal amount of 4.625%
senior notes due 2029 (the "2029 Notes" and, collectively with the 2021 Notes and the 2023 Notes, the "Notes"). The 2021 Notes will mature on June 15, 2021. The 2023 Notes
will mature on June 15, 2023. The 2029 Notes will mature on January 30, 2029.
The Notes will be our unsecured senior obligations, will rank equally in right of payment with all of our existing and future unsecured senior debt and will rank senior in right
of payment to all of our future subordinated debt. The Notes will be guaranteed (the "Guarantee") on a senior basis by The Kraft Heinz Company, a Delaware corporation (the
"Guarantor"). The Guarantee will rank equally in right of payment with the Guarantor's existing and future unsecured senior debt and will rank senior in right of payment to all of
the Guarantor's future subordinated debt. The Notes and the Guarantee will be effectively subordinated to all of the Guarantor's and our existing and future secured indebtedness to
the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the existing and future indebtedness and other liabilities of our subsidiaries.
Interest on the Notes will accrue from June 15, 2018. We will pay interest on the 2021 Notes and the 2023 Notes semi-annually in arrears on June 15 and December 15 of each
year, beginning on December 15, 2018. We will pay interest on the 2029 Notes semi-annually in arrears on January 30 and July 30 of each year, beginning on January 30, 2019.
We may redeem some or all of the Notes at any time and from time to time at the redemption prices disclosed in this Prospectus Supplement under the heading "Description
of the Notes--Optional Redemption."
If we experience a Change of Control Triggering Event as defined in this Prospectus Supplement, holders of the Notes will have the right to require us to repurchase the Notes
under the terms set forth under the heading "Description of the Notes--Change of Control Triggering Event."


You should consider carefully the risk factors beginning on page S-5 of this Prospectus Supplement, the risk factors beginning on page 5 of
the accompanying prospectus, and the risk factors incorporated by reference herein and therein before investing in the Notes.

Public offering
Underwriting
Proceeds, before


price(1)


discount


expenses, to us
Per 2021 Note


99.924%

0.250%

99.674%
Total

$ 299,772,000
$
750,000
$ 299,022,000
Per 2023 Note


99.803%

0.350%

99.453%
Total

$1,596,848,000
$ 5,600,000
$1,591,248,000
Per 2029 Note


99.411%

0.450%

98.961%
Total

$1,093,521,000
$ 4,950,000
$1,088,571,000












Total

$2,990,141,000
$11,300,000
$2,978,841,000













(1)
Plus accrued interest, if any, from June 15, 2018, if settlement occurs after that date.
There is currently no public market for the Notes. The Notes will not be listed on any securities exchange.
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if
this Prospectus Supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Notes to investors in book-entry form through the facilities of The Depository Trust Company ("DTC") and its direct and indirect
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about June 15, 2018.


Joint Book-Running Managers

Barclays

BofA Merrill Lynch

J.P. Morgan
Citigroup


Wells Fargo Securities
Goldman Sachs & Co. LLC


Morgan Stanley



Senior Co-Managers

Deutsche Bank Securities

HSBC

Mizuho Securities

RBC Capital Markets
Credit Agricole CIB

MUFG

Santander

SMBC Nikko
BNP PARIBAS



Credit Suisse


Co-Managers
Rabo Securities


Standard Chartered Bank
The date of this Prospectus Supplement is June 4, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
THE OFFERING
S-2
RISK FACTORS
S-5
USE OF PROCEEDS
S-9
RATIO OF EARNINGS TO FIXED CHARGES
S-10
CAPITALIZATION
S-11
DESCRIPTION OF THE NOTES
S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-30
CERTAIN CONSIDERATIONS APPLICABLE TO U.S. RETIREMENT PLANS AND ARRANGEMENTS
S-35
UNDERWRITING (CONFLICTS OF INTEREST)
S-37
LEGAL MATTERS
S-44
EXPERTS
S-44
WHERE YOU CAN FIND MORE INFORMATION
S-44
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
S-44
Prospectus

ABOUT THIS PROSPECTUS
1
KRAFT HEINZ
2
WHERE YOU CAN FIND MORE INFORMATION
2
INCORPORATION BY REFERENCE
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
4
RISK FACTORS
5
USE OF PROCEEDS
5
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF KHFC DEBT SECURITIES
6
DESCRIPTION OF KRAFT HEINZ CAPITAL STOCK
19
DESCRIPTION OF OTHER SECURITIES
21
SELLING SECURITYHOLDERS
21
PLAN OF DISTRIBUTION
21
EXPERTS
21
LEGAL MATTERS
22
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
We provide information to you about this offering in two separate documents. The accompanying prospectus, dated August 24, 2016, provides
general information about us and the securities we may offer from time to time under our shelf registration statement, some of which may not apply to this
offering of the Notes. This Prospectus Supplement describes the specific details regarding this offering. Additional information is incorporated by reference
in this Prospectus Supplement and into the accompanying prospectus. If information in this Prospectus Supplement is inconsistent with information in the
accompanying prospectus, you should rely on this Prospectus Supplement.
Neither we nor the underwriters have authorized any dealer, salesperson or other person to provide any information or represent anything to you other
than the information contained or incorporated by reference into this Prospectus Supplement or the accompanying prospectus. Neither we nor the
underwriters take responsibility for, or can provide assurance as to the reliability of, any other information that others may give you. Capitalized terms not
otherwise defined in this Prospectus Supplement are defined under "Description of the Notes."

S-i
Table of Contents
We are not, and Barclays Capital Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc.,
Mizuho Securities USA LLC, RBC Capital Markets, LLC, Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc., Santander Investment
Securities Inc., SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Rabo Securities USA, Inc. and
Standard Chartered Bank (collectively, the "underwriters") are not, making an offer to sell or asking for offers to buy any of the securities (1) in any
jurisdiction where it is unlawful, (2) where the person making the offer is not qualified to do so or (3) to any person who cannot legally be offered the
securities.
You should not assume that the information contained in this Prospectus Supplement is accurate as of any date other than the date of this Prospectus
Supplement. You should not assume that the information contained in the accompanying prospectus or a document incorporated by reference herein or
therein is accurate as of any date other than the date of the document in which the information is contained. Our business, financial condition, results of
operations and prospects may have changed since those dates.
You should consult your own legal, tax and business advisors regarding an investment in the Notes. Information in or incorporated by reference into
this Prospectus Supplement or the accompanying prospectus is not legal, tax or business advice.
This Prospectus Supplement and the accompanying prospectus summarize documents and other information in a manner we believe to be accurate.
Statements contained in this Prospectus Supplement, the accompanying prospectus or in any document incorporated by reference herein or therein,
regarding the contents of any contract or other document that has been filed with the SEC are not necessarily complete, and each such statement is qualified
in its entirety by reference to that contract or other document as filed with the SEC. We refer you to the actual documents for a more complete
understanding of the information we discuss in this Prospectus Supplement and the accompanying prospectus. See "Where You Can Find More
Information." Summaries of documents contained in this Prospectus Supplement may not be complete; we will make copies of certain documents available
to you upon request. In making an investment decision, you must rely on your own examination of our company, these documents and the terms of this
offering and the Notes, including the merits and risks involved.
You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither we nor the underwriters are making an
offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We do not make any representation to you that the Notes are a
legal investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,
offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws
and regulations in force in any jurisdiction to which it is subject, or in which it makes such purchases, offers or sales, and neither we nor the underwriters
shall have any responsibility therefor.
We and the underwriters may, in our sole discretion, reject any offer to purchase the Notes in whole or in part, sell less than the entire principal
amount of the Notes offered by this Prospectus Supplement or allocate to any purchaser less than all of the Notes for which it has subscribed. In addition,
we reserve the right to withdraw this offering of the Notes at any time. This offering of the Notes is subject to the terms and conditions in this Prospectus
Supplement.
We expect that the Notes will be delivered to investors in book-entry form through The Depository Trust Company on or about June 15, 2018, which
will be the ninth business day following the date of pricing of the Notes (this settlement cycle is being referred to as "T+9"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934 (the "Exchange Act"), trades in the secondary market 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 of pricing or the next six succeeding business days
will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to
make such trades should consult their own advisors.

https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
S-ii
Table of Contents
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying prospectus and the documents to which we refer you herein and therein include certain "forward-
looking statements" within the meaning of the federal securities laws with respect to our businesses, strategies and plans, our future financial condition,
performance, liquidity and capital needs, the industry in which we operate and other similar matters. Statements included in or incorporated by reference
into this Prospectus Supplement and the accompanying prospectus that are not historical facts, including statements about the beliefs and expectations of
management, are forward-looking statements. Words such as "anticipate," "reflect," "invest," "see," "make," "expect," "give," "deliver," "drive,"
"believe," "improve," "reassess," "remain," "evaluate," "grow," "will," "plan" and variations of these words and similar future or conditional expressions
are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These forward-looking statements
include, but are not limited to, statements regarding our plans, segment changes, growth, taxes, cost savings, impacts of accounting guidance and dividends.
These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, many of which are
difficult to predict and beyond our control. Important factors that affect our business and operations and that may cause actual results to differ materially
from those in the forward-looking statements include, but are not limited to:


· operating in a highly competitive industry;


· changes in the retail landscape or the loss of key retail customers;


· our ability to maintain, extend and expand our reputation and brand image;


· the impacts of our international operations;


· our ability to leverage our brand value to compete against retailer brands and other economy brands;


· our ability to predict, identify and interpret changes in consumer preferences and demand;


· our ability to drive revenue growth in our key product categories, increase our market share or add products;


· an impairment of the carrying value of goodwill or other indefinite-lived intangible assets;


· volatility in commodity, energy and other input costs;


· changes in our management team or other key personnel;


· our ability to realize the anticipated benefits from our cost savings initiatives;


· changes in relationships with significant customers and suppliers;


· execution of our international expansion strategy;


· tax law changes or interpretations;


· our compliance with changes in laws and regulations and related legal claims or other regulatory enforcement actions;


· product recalls or product liability claims;


· unanticipated business disruptions;


· our ability to complete or realize the benefits from potential and completed acquisitions, alliances, divestitures or joint ventures;


· economic and political conditions in the United States and in various other nations in which we operate;


· volatility in capital markets and macro-economic factors;


· increased pension, labor and people-related expenses;

S-iii
Table of Contents

· volatility in the market value of all or a portion of the derivatives we use;


· exchange rate fluctuations;

https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2

· risks associated with information technology and systems, including service interruptions, misappropriation of data or breaches of security;


· our ability to protect intellectual property rights;


· impacts of natural events in the locations in which we or our customers, suppliers or regulators operate;


· our indebtedness and ability to pay such indebtedness;


· our ownership structure;


· restatements of our consolidated financial statements; and

· other risks and uncertainties described in the section entitled "Risk Factors" and elsewhere in this Prospectus Supplement, the accompanying

prospectus, our Annual Report on Form 10-K for the year ended December 30, 2017 (the "Annual Report") and in our subsequently filed
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
These risks and those incorporated by reference into this Prospectus Supplement and the accompanying prospectus are not exhaustive. Other sections
of this Prospectus Supplement and the accompanying prospectus describe additional factors that could adversely affect our results of operations, financial
condition, liquidity and the development of the industries in which we operate. New risks can emerge from time to time, and it is not possible for us to
predict all such risks, nor can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks and other
factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you
should not rely on forward-looking statements as a prediction of actual results.
We are not under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements, whether
written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Accordingly, before you invest in
the Notes, you should read this Prospectus Supplement, the accompanying prospectus and the documents incorporated by reference herein and therein
completely and with the understanding that our actual future results may be materially different from what we expect.

S-iv
Table of Contents
SUMMARY
This summary highlights certain information about our business and this offering. This is a summary of information contained elsewhere in this
Prospectus Supplement, the accompanying prospectus or incorporated by reference herein or therein and does not contain all of the information that
you should consider before investing in the Notes. For a more complete understanding of this offering and our business, you should read this entire
Prospectus Supplement, including the section entitled "Risk Factors," the accompanying prospectus, all documents incorporated by reference herein
or therein and our financial statements and related notes thereto, which are incorporated by reference in this Prospectus Supplement.
Unless otherwise indicated or the context otherwise requires, references in this Prospectus Supplement to (1) "Kraft Heinz," "we," "us" and
"our" refer to The Kraft Heinz Company and its subsidiaries and (2) the "Issuer" refers to Kraft Heinz Foods Company.
Our Company
We are one of the largest food and beverage companies in the world, with sales in approximately 190 countries and territories. We manufacture
and market food and beverage products, including condiments and sauces, cheese and dairy, meals, meats, refreshment beverages, coffee and other
grocery products, throughout the world, under a host of iconic brands including Heinz, Kraft, Oscar Mayer, Philadelphia, Velveeta, Lunchables,
Planters, Maxwell House, Capri Sun, Ore-Ida, Kool-Aid and Jell-O. A globally recognized producer of delicious foods, we provide products for all
occasions whether at home, in restaurants or on the go. As of March 31, 2018, we had assets of $120.8 billion and for the three months ended
March 31, 2018, we generated $6.3 billion of consolidated net sales. Our common stock is listed on The NASDAQ Global Select Market
("NASDAQ") under the ticker symbol "KHC."
Corporate Information
Our corporate co-headquarters are located in Pittsburgh, Pennsylvania and Chicago, Illinois. Our principal executive offices in Pittsburgh are
located at The Kraft Heinz Company, One PPG Place, Pittsburgh, Pennsylvania 15222. Our principal executive offices in Chicago are located at The
Kraft Heinz Company, 200 East Randolph, Suite 7600, Chicago, Illinois 60601. Our telephone number is (412) 456-5700. Our website is located at
http://www.kraftheinzcompany.com. Our website and the information contained therein are not incorporated into and are not part of this
Prospectus Supplement.

https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
S-1
Table of Contents
THE OFFERING
The following summary of this offering contains basic information about the Notes. It is not intended to be complete and it is subject to
important limitations and exceptions. This summary may not contain all the information that is important to you. For a more complete description of
the terms of the Notes, including definitions of certain terms used in this summary, see "Description of the Notes."

Issuer
Kraft Heinz Foods Company, a Pennsylvania limited liability company.

Securities
$300,000,000 aggregate principal amount of 3.375% Senior Notes due 2021.


$1,600,000,000 aggregate principal amount of 4.000% Senior Notes due 2023.


$1,100,000,000 aggregate principal amount of 4.625% Senior Notes due 2029.

Maturity Date
The 2021 Notes will mature on June 15, 2021. The 2023 Notes will mature on June 15,
2023. The 2029 Notes will mature on January 30, 2029.

Interest
The interest on the 2021 Notes will accrue at a rate equal to 3.375% per annum from June
15, 2018. The interest on the 2023 Notes will accrue at a rate equal to 4.000% per annum
from June 15, 2018. The interest on the 2029 Notes will accrue at a rate equal to 4.625% per
annum from June 15, 2018.

Interest Payment Dates
The 2021 Notes and the 2023 Notes will pay interest semi-annually in arrears on June 15 and
December 15 of each year, beginning on December 15, 2018. The 2029 Notes will pay
interest semi-annually in arrears on January 30 and July 30 of each year, beginning on
January 30, 2019.

Ranking
The Notes will be unsecured senior indebtedness. Accordingly, they will be:


· pari passu in right of payment with all of our existing and future senior indebtedness;


· senior in right of payment to all of our future subordinated indebtedness;

· effectively subordinated to all of our existing and future secured indebtedness to the

extent of the value of the assets secured by the indebtedness; and

· structurally subordinated to all existing and future indebtedness and other liabilities of

our subsidiaries.

As of March 31, 2018, before giving effect to this offering and the application of the
proceeds therefrom as set forth in "Use of Proceeds," we had approximately $31,929 million

aggregate principal amount of total indebtedness outstanding, consisting of $1,375 million of
senior secured indebtedness, and $30,554 million of

S-2
Table of Contents
unsecured indebtedness, and an additional $4,000 million of available borrowing capacity

under our senior unsecured revolving credit facility (the "Revolving Credit Facility").

https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
Guarantor
The Notes will be guaranteed fully and unconditionally by The Kraft Heinz Company, a
Delaware corporation.


None of The Kraft Heinz Company's subsidiaries will guarantee the Notes.

Ranking of the Guarantee
The Guarantee will be the Guarantor's senior unsecured obligation and will be:

· pari passu in right of payment with all of the Guarantor's existing and future senior

indebtedness;


· senior in right of payment to all of the Guarantor's future subordinated indebtedness;

· effectively subordinated to all of the Guarantor's existing and future secured

indebtedness to the extent of the value of the assets secured by that indebtedness; and

· structurally subordinated to all existing and future indebtedness and other liabilities of

the Guarantor's subsidiaries.

Optional Redemption
We may redeem the Notes at any time and from time to time, in whole or in part, at our
election at the applicable redemption prices set forth under "Description of the Notes--
Optional Redemption." On or after the applicable Par Call Date (as defined herein), we may
redeem the 2023 Notes and the 2029 Notes, in whole or in part, at our option, at a
redemption price equal to 100% of the principal amount of the Notes to be redeemed plus
accrued but unpaid interest on the principal amount being redeemed to, but not including, the
redemption date. See "Description of the Notes--Optional Redemption."

Change of Control
If the Issuer experiences a change of control and a ratings event, the holders of the Notes will
have the right to require the Issuer to offer to repurchase the Notes at a purchase price equal
to 101% of their aggregate principal amount plus accrued and unpaid interest, if any, to the
date of such repurchase. See "Description of the Notes--Change of Control Triggering
Event."

Absence of an Established Market for the Notes
The Notes are new securities, and there is currently no established trading market for the
Notes. The underwriters have advised us that they presently intend to make a market in the
Notes. However, you should be aware that they are not obligated to make a market and may
discontinue their market-making activities at any time without notice. As a result, a liquid
market for the Notes may not be available if you try to sell your Notes.

Minimum Denominations
The Notes will be issued on the issue date in global form in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

S-3
Table of Contents
Use of Proceeds
We intend to use the proceeds from this offering, after deducting underwriting discounts and
related fees and expenses, for the following: (i) to repay (a) $1,500 million outstanding
principal amount of our 2.000% Senior Notes (the "U.S. Dollar July 2018 Notes") when they
mature on July 2, 2018, (b) $1,035 million outstanding principal amount of our 6.125%
Senior Notes (the "August 2018 Notes") when they mature on August 23, 2018 and
(c) CAN$200 million outstanding principal amount of Canadian Dollar Floating Rate Senior
Notes (the "Canadian Dollar July 2018 Notes" and, collectively with the U.S. Dollar July
2018 Notes and the August 2018 Notes, the "Maturing Notes") when they mature on July 6,
2018, (ii) to repay amounts outstanding in connection with the wind-down of our U.S.
accounts receivable securitization and factoring program (the "U.S. Securitization
Program"), (iii) to refinance a portion of our commercial paper borrowings and (iv) for other
general corporate purposes. See "Use of Proceeds."

Conflicts of Interest
Certain of the underwriters or their affiliates may be holders of our existing indebtedness that
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
we repay, redeem, repurchase, defease or otherwise retire. Because a portion of the net
proceeds of this offering, not including underwriting compensation, may be received by
affiliates of certain underwriters, to the extent any one underwriter, together with its
affiliates, receives more than 5% of the net proceeds of this offering, such underwriter would
be deemed to have a "conflict of interest" with us in regards to this offering under Financial
Industry Regulatory ("FINRA") Rule 5121. Pursuant to FINRA Rule 5121, the appointment
of a qualified independent underwriter is not necessary in connection with this offering
because the securities offered are investment grade rated. See "Underwriting (Conflicts of
Interest)--Conflicts of Interest."

Indenture
The Notes will be issued under an indenture, dated July 1, 2015, among the Issuer, the
Guarantor and Deutsche Bank Trust Company Americas (as successor to Wells Fargo Bank,
National Association), as trustee (the "Trustee"), as supplemented by one or more
supplemental indentures, dated as of the issue date, among the Issuer, the Guarantor and the
Trustee (as supplemented, the "Indenture").

Trustee
Deutsche Bank Trust Company Americas.

Risk Factors
Investing in the Notes involves substantial risks. You should consider carefully all the
information in this Prospectus Supplement and, in particular, you should evaluate the
specific risk factors set forth in the "Risk Factors" section in this Prospectus Supplement and
the accompanying prospectus, as well as the other risk factors incorporated by reference
herein and therein (including those set forth in the Annual Report, in subsequently filed
Quarterly Reports on Form 10-Q and in subsequently filed Current Reports on Form 8-K),
before making a decision whether to invest in the Notes.

S-4
Table of Contents
RISK FACTORS
Before investing in the Notes, you should carefully consider the risks described below, those described in the section entitled "Risk Factors" in our
Annual Report and the other information contained in this Prospectus Supplement, the accompanying prospectus and in the documents incorporated by
reference herein, as may be updated from time to time by our subsequent reports and other filings under the Exchange Act that are incorporated by
reference herein. See "Where You Can Find More Information." In addition to the risks set forth below, new risks may emerge from time to time, and it is
not possible to predict all risk factors or the extent to which any factor or combination of factors may cause actual results to differ materially from those
contained in or implied by any forward-looking statements.
Risks Related to the Ownership of the Notes
We have substantial indebtedness. We may not be able to generate sufficient cash flow to service all of our indebtedness, including the Notes, and we
may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance all or a portion of our debt obligations and to fund planned capital expenditures depends
on our future performance and our ability to generate significant operating cash flow, which is subject, among other things, to the success of our business
strategy, customer demand, increased competition, prevailing economic conditions and financial, competitive, legislative, legal, regulatory and other
factors, including those other factors discussed in these "Risk Factors," or incorporated by reference herein, many of which are beyond our control.
As of March 31, 2018, before giving effect to this offering and the application of the proceeds therefrom as set forth in "Use of Proceeds," we had
approximately $31,929 million aggregate principal amount of total indebtedness outstanding, consisting of $1,375 million of senior secured indebtedness
and $30,554 million of unsecured indebtedness, and we would have had an additional $4,000 million of available borrowing capacity under the Revolving
Credit Facility. See "Capitalization."
We cannot assure you that we will be able to generate a level of cash flow from our operations sufficient to permit us to pay the principal, premium,
if any, and interest on our indebtedness, including the Notes, or that future borrowings will be available to us in an amount sufficient to enable us to
service and repay the Notes and our other indebtedness and to fund our other liquidity needs. If our cash flow and capital resources are insufficient to fund
these obligations, we may be forced to reduce or delay investments, strategic acquisitions and capital expenditures or to sell assets, seek additional capital
or restructure or refinance our indebtedness, including the Notes, all of which may or may not be accomplished on commercially reasonable terms and will
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
depend on our cash needs, our financial condition at such time, the then prevailing market conditions and the terms of our then existing debt instruments,
including the Indenture, which may restrict us from adopting some of these alternatives. Moreover, the instruments governing our indebtedness may
restrict our ability to sell assets and our use of the proceeds from such sales. Finally, any refinancing of our debt could be at higher interest rates and may
require us to comply with more onerous covenants, which could further restrict our business operations, and we cannot assure you that any assets that we
could be required to dispose of could be sold or that, if sold, the timing of the sales and the amount of proceeds realized from those sales would be on
acceptable terms.
Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our
credit rating, which could also harm our ability to incur additional indebtedness. Moreover, if our cash flow and capital resources are insufficient to allow
us to comply with the various covenants in the instruments governing our indebtedness, then that could result in a default under the terms of the agreements
governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all of the funds borrowed thereunder to be
due and payable, including accrued and unpaid interest. In addition, holders of our secured indebtedness could elect to institute foreclosure proceedings
against our assets, and we could be forced into bankruptcy or liquidation.

S-5
Table of Contents
The Notes will be structurally subordinated to the liabilities of our subsidiaries.
None of our subsidiaries will guarantee the Notes and, therefore, the Notes are obligations exclusively of the Issuer and the Guarantor and not of any
of the Issuer's subsidiaries. A significant portion of our operations is conducted through our subsidiaries. Our subsidiaries are separate legal entities that
have no obligation to pay any amounts due under the Notes or to make any funds available therefor, whether by dividends, loans or other payments. Except
to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred
stock, if any, of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors,
including holders of the Notes). Consequently, the Notes will be structurally subordinated to all liabilities of our subsidiaries and any subsidiaries that we
may in the future acquire or establish.
Negative covenants in the Indenture will have a limited effect.
The Indenture governing the Notes contains only limited negative covenants that apply to us and our subsidiaries. These covenants do not limit the
amount of additional debt that we may incur and do not require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash
flows or liquidity. Accordingly, the Indenture will not protect holders of the Notes in the event we experience significant adverse changes in our financial
condition or results of operations. See "Description of the Notes--Limitation on Liens" and "Description of the Notes--Sale and Leaseback Transactions."
In light of the limited negative covenants applicable to the Notes, our subsidiaries may incur substantial debt, and the holders of the Notes will be
structurally subordinated to that debt.
Your right to receive payments on the Notes is effectively subordinated to the rights of holders of our secured debt to the extent of the value of the
assets securing that debt.
As of March 31, 2018, we had approximately $1,375 million aggregate principal amount of secured indebtedness, consisting of (1) $1.2 billion of
4.875% Second Lien Senior Secured Notes due 2025 (the "2025 Notes") and (2) £125 million of 6.250% guaranteed notes due 2030 (the "GBP Notes")
(converted to approximately $175 million at an exchange rate of £1 to $1.4017 as of March 31, 2018). See "Capitalization."
Subject to the restrictions in the Indenture, we may incur significant additional indebtedness secured by our assets. If we are declared bankrupt or
insolvent, or if we default under any of our existing or future indebtedness, including the 2025 Notes or the GBP Notes, the holders of such indebtedness
could declare all of the funds borrowed thereunder, including accrued interest, immediately due and payable. If we were unable to repay such indebtedness,
the holders of such notes could foreclose on such assets to the exclusion of holders of the Notes, even if an event of default exists under the Indenture at
such time. In any such event, because the Notes will not be secured by such assets, it is possible that there would be no assets remaining from which your
claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. In addition, the Indenture that will govern the
Notes permits us to incur additional indebtedness that ranks equally with the Notes. Any such indebtedness may further limit the recovery from the
realization of the value of such collateral available to satisfy holders of the Notes.
We may be unable to refinance our indebtedness.
We may need to refinance all or a portion of our indebtedness, including the Notes, before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness on commercially reasonable terms or at all. We cannot assure you that we will be able to obtain sufficient funds to
enable us to repay or refinance our debt obligations on commercially reasonable terms or at all.

S-6
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


424B2
Table of Contents
We may not have the ability to raise the funds necessary to finance a change of control offer if required by the Indenture.
Upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, the Issuer will be required to make an offer to purchase
the Notes at a price in cash equal to 101% of their aggregate principal amount, plus any accrued and unpaid interest, to the date of repurchase. Upon a
change of control, we may be required to offer to repurchase or repay our outstanding indebtedness, including the Notes. We cannot assure you that we
would have sufficient resources to repurchase the Notes or repay our other indebtedness, if such debt is required to be repurchased or repaid, upon the
occurrence of a Change of Control Triggering Event. In any case, third-party financing most likely would be required in order to provide the funds
necessary for the Issuer to make the change of control offer for the Notes and to refinance any other indebtedness that would become payable upon the
occurrence of such events. We may not be able to obtain such additional financing on terms favorable to us or at all. See "Description of the Notes--
Change of Control Triggering Event."
We can enter into transactions, like recapitalizations, reorganizations and other highly leveraged transactions, that do not constitute a change of
control but that could adversely affect the holders of the Notes.
The change of control provision contained in the Indenture may not necessarily afford you protection in the event of certain important corporate
events, including a reorganization, restructuring, merger or other similar transaction involving us that may adversely affect you, because such corporate
events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a "change of control" as defined in the
Indenture. Except as described under "Description of the Notes--Change of Control Triggering Event," the Indenture will not contain provisions that
would require the Issuer to offer to repurchase or redeem the Notes in the event of a reorganization, restructuring, merger, recapitalization or similar
transaction.
Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred
following a sale of "substantially all" of our assets.
The definition of "change of control" in the Indenture will include a disposition of all or substantially all of the properties or assets of the Issuer and
its subsidiaries taken as a whole to any person. There is a limited body of case law interpreting the phrase "all or substantially all," and there is no precise
established definition of the phrase. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would
involve a disposition of "all or substantially all" of the assets of the Issuer and its subsidiaries taken as a whole. As a result, it may be unclear as to whether
a change of control has occurred and whether the Issuer is required to make an offer to repurchase the Notes.
Your ability to transfer the Notes may be limited by the absence of an active trading market, and an active trading market may not develop for the
Notes.
The Notes will be a new issue of securities for which there is no established trading market. The underwriters have advised us that they intend to
make a market in the Notes, as permitted by applicable laws and regulations. However, the underwriters are not obligated to make a market in the Notes,
and, if commenced, they may discontinue their market-making activities at any time without notice.
Therefore, an active market for the Notes may not develop or be maintained, which would adversely affect the market price and liquidity of the
Notes. In that case, the holders of the Notes may not be able to sell their notes at a particular time or at a favorable price.
Even if an active trading market for the Notes does develop, there is no guarantee that it will continue. The market, if any, for the Notes may
experience disruptions, which may adversely affect the liquidity in that market or the prices at which you may sell your Notes. In addition, subsequent to
their initial issuance, the Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar
notes, our performance and other factors.

S-7
Table of Contents
Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and the market
price of our securities, including the Notes.
Credit rating agencies rate our debt securities based on factors that include our operating results, actions that we take, their view of the general
outlook for our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or
downgrading the current rating or placing us on a watch list for possible future downgrading. Downgrading the credit rating assigned to us or to our debt
securities or placing us on a watch list for possible future downgrading would likely increase our cost of financing, limit our access to the capital markets
and have an adverse effect on the market price of our securities, including the Notes and on the interest rate and/or tenor at which we can obtain funding.
In addition, we have accessed, and intend to continue to access, the commercial paper market for regular funding requirements. A downgrade in our
credit ratings would increase our borrowing costs and could affect our ability to issue commercial paper. Disruptions in the commercial paper market or
https://www.sec.gov/Archives/edgar/data/46640/000119312518184573/d577196d424b2.htm[6/6/2018 1:27:41 PM]


Document Outline