Obligation Pepsicoa 3.375% ( US713448EM65 ) en USD

Pepsicoa

77.738 % ▲

Etas-Unis

US713448EM65 ( en USD )

3.375% par an ( paiement semestriel )

28/07/2049

Prospectus brochure de l'obligation PepsiCo US713448EM65 en USD 3.375%, échéance 28/07/2049

2 000 USD

1 000 000 000 USD

713448EM6

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

29/01/2026 ( Dans 45 jours )

PepsiCo est une multinationale américaine de boissons et d'en-cas, produisant des marques emblématiques telles que Pepsi, Lay's, Gatorade et Quaker Oats.

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448EM65, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/07/2049

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448EM65, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Pepsicoa ( Etas-Unis ) , en USD, avec le code ISIN US713448EM65, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE

Title of Each Class
Maximum Aggregate
Amount of
of Securities Offered

Offering Price

Registration Fee(1)

2.625% Senior Notes due 2029

$1,000,000,000

$121,200

3.375% Senior Notes due 2049

$1,000,000,000

$121,200

Total

$2,000,000,000

$242,400

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-216082
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 15, 2017)
$2,000,000,000
PepsiCo, Inc.
$1,000,000,000 2.625% Senior Notes due 2029
$1,000,000,000 3.375% Senior Notes due 2049
We are offering $1,000,000,000 of our 2.625% senior notes due 2029 (the "2029 notes") and $1,000,000,000 of our 3.375% senior notes due
2049 (the "2049 notes," and together with the 2029 notes, the "notes"). The 2029 notes will bear interest at a fixed rate of 2.625% per annum and
will mature on July 29, 2029. The 2049 notes will bear interest at a fixed rate of 3.375% per annum and will mature on July 29, 2049. We will pay
interest on the notes on January 29 and July 29 of each year until maturity, beginning on January 29, 2020. We may redeem some or all of either
series of notes at any time and from time to time at the applicable redemption price for that series described in this prospectus supplement. The
notes will be unsecured obligations and rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The notes
will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks. See "Risk Factors" and "Our Business Risks" included in our annual report on Form 10-K for
the fiscal year ended December 29, 2018, in our quarterly report on Form 10-Q for the 12 weeks ended March 23, 2019, and in our
quarterly report on Form 10-Q for the 12 and 24 weeks ended June 15, 2019.
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Proceeds, Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.(1)

Per 2029 note

99.703%

0.450%

99.253%

2029 notes total

$997,030,000

$4,500,000

$992,530,000

Per 2049 note

99.271%

0.875%

98.396%

2049 notes total

$992,710,000

$8,750,000

$983,960,000

Total

$1,989,740,000
$13,250,000

$1,976,490,000

(1)
Plus accrued interest from July 29, 2019, if settlement occurs after that date.
(2)
The underwriters have agreed to reimburse us for certain expenses. See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream Banking, société anonyme,
and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about July 29, 2019.
Joint Book-Running Managers

J.P. Morgan

Citigroup

Senior Co-Managers
Mizuho Securities

Morgan Stanley

Barclays

TD Securities
Co-Managers
CastleOak Securities, L.P.

Loop Capital Markets

The Williams Capital Group, L.P.
The date of this prospectus supplement is July 25, 2019.
Table of Contents
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission (the
"SEC"). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are
not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer and sale is not permitted. You should not
assume that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document
incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

Special Note on Forward-Looking Statements and Risk Factors
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PepsiCo, Inc.

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Use of Proceeds

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Description of Notes

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United States Federal Income Tax Considerations

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Underwriting
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Legal Opinions
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Independent Registered Public Accounting Firm
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Where You Can Find More Information
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Prospectus

The Company
1
About this Prospectus

3
Where You Can Find More Information

3
Special Note on Forward-Looking Statements

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Capital Stock

4
Description of Debt Securities

8
Description of Warrants

18
Description of Units

19
Forms of Securities

20
Validity of Securities

21
Experts

21
As used in this prospectus supplement, unless otherwise specified or where it is clear from the context that the term only means issuer, the
terms "PepsiCo," the "Company," "we," "us," and "our" refer to PepsiCo, Inc. and its consolidated subsidiaries. Our principal executive offices
are located at 700 Anderson Hill Road, Purchase, New York 10577, and our telephone number is (914) 253-2000. We maintain a website at
www.pepsico.com where general information about us is available. We are not incorporating the contents of the website into this prospectus
supplement or the accompanying prospectus.
Table of Contents
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Certain sections of this prospectus supplement, including the documents incorporated by reference herein, contain statements reflecting our
views about our future performance that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 (the "Reform Act"). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally
identified through the inclusion of words such as "aim," "anticipate," "believe," "drive," "estimate," "expect," "expressed confidence," "forecast,"
"future," "goal," "guidance," "intend," "may," "objective," "outlook," "plan," "position," "potential," "project," "seek," "should," "strategy,"
"target," "will" or similar statements or variations of such words and other similar expressions. All statements addressing our future operating
performance, and statements addressing events and developments that we expect or anticipate will occur in the future, are forward-looking
statements within the meaning of the Reform Act. These forward-looking statements are based on currently available information, operating plans
and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially
from those predicted in any such forward-looking statement. These risks and uncertainties include, but are not limited to, those described in "Risk
Factors" and "Our Business Risks" in our annual report on Form 10-K for the fiscal year ended December 29, 2018, in our quarterly report on
Form 10-Q for the 12 weeks ended March 23, 2019, in our quarterly report on Form 10-Q for the 12 and 24 weeks ended June 15, 2019, and in
any subsequent annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K incorporated by reference herein.
Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. We
undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. The
discussion of risks included or incorporated by reference in this prospectus supplement is by no means all-inclusive but is designed to highlight
what we believe are important factors to consider when evaluating our future performance.
NOTICE TO INVESTORS
We have not authorized anyone to provide any information other than that contained in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus filed by us with
the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you.
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We are offering to sell, and seeking offers to buy, the notes described in this prospectus supplement and the accompanying prospectus only
where offers and sales are permitted. Since information that we file with the SEC in the future will automatically update and supersede information
contained in this prospectus supplement and the accompanying prospectus, you should not assume that the information contained herein or therein
is accurate as of any date other than the date on the front of the applicable document.
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PEPSICO, INC.
PepsiCo, Inc. was incorporated in Delaware in 1919 and reincorporated in North Carolina in 1986. We are a leading global food and beverage
company with a complementary portfolio of brands, including Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. Through our operations,
authorized bottlers, contract manufacturers and other third parties, we make, market, distribute and sell a wide variety of convenient beverages,
foods and snacks, serving customers and consumers in more than 200 countries and territories.
Our Operations
We are organized into six reportable segments (also referred to as divisions), as follows:
1)
Frito-Lay North America (FLNA), which includes our branded food and snack businesses in the United States and Canada;
2)
Quaker Foods North America (QFNA), which includes our cereal, rice, pasta and other branded food businesses in the United States
and Canada;
3)
PepsiCo Beverages North America (PBNA), which includes our beverage businesses in the United States and Canada. PBNA was
formerly named North America Beverages; this change did not impact the results of PBNA or our other reportable segments;
4)
Latin America, which includes all of our beverage, food and snack businesses in Latin America;
5)
Europe Sub-Saharan Africa (ESSA), which includes all of our beverage, food and snack businesses in Europe and Sub-Saharan
Africa; and
6)
Asia, Middle East and North Africa (AMENA), which includes all of our beverage, food and snack businesses in Asia, Middle East
and North Africa.
Frito-Lay North America
Either independently or in conjunction with third parties, FLNA makes, markets, distributes and sells branded snack foods. These foods
include branded dips, Cheetos cheese-flavored snacks, Doritos tortilla chips, Fritos corn chips, Lay's potato chips, Ruffles potato chips and Tostitos
tortilla chips. FLNA's branded products are sold to independent distributors and retailers. In addition, FLNA's joint venture with Strauss Group
makes, markets, distributes and sells Sabra refrigerated dips and spreads.
Quaker Foods North America
Either independently or in conjunction with third parties, QFNA makes, markets, distributes and sells cereals, rice, pasta and other branded
products. QFNA's products include Aunt Jemima mixes and syrups, Cap'n Crunch cereal, Life cereal, Quaker Chewy granola bars, Quaker grits,
Quaker oat squares, Quaker oatmeal, Quaker rice cakes, Quaker simply granola and Rice-A-Roni side dishes. These branded products are sold to
independent distributors and retailers.
PepsiCo Beverages North America
Either independently or in conjunction with third parties, PBNA makes, markets and sells beverage concentrates, fountain syrups and finished
goods under various beverage brands including Aquafina, Diet Mountain Dew, Diet Pepsi, Gatorade, Mountain Dew, Pepsi, Propel, Sierra Mist
and Tropicana. PBNA also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea and
coffee products through joint ventures with Unilever (under the Lipton brand name) and Starbucks, respectively. Further, PBNA manufactures and
distributes
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certain brands licensed from Keurig Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food
Company, Inc. and Ocean Spray Cranberries, Inc. PBNA operates its own bottling plants and distribution facilities and sells branded finished goods
directly to independent distributors and retailers. PBNA also sells concentrate and finished goods for our brands to authorized and independent
bottlers, who in turn sell our branded finished goods to independent distributors and retailers in certain markets.
Latin America
Either independently or in conjunction with third parties, Latin America makes, markets, distributes and sells a number of snack food brands
including Cheetos, Doritos, Emperador, Lay's, Marias Gamesa, Rosquinhas Mabel, Ruffles, Sabritas, Saladitas and Tostitos, as well as many
Quaker-branded cereals and snacks. Latin America also, either independently or in conjunction with third parties, makes, markets, distributes and
sells beverage concentrates, fountain syrups and finished goods under various beverage brands including 7UP, Diet Pepsi, Gatorade, H2oh!,
Manzanita Sol, Mirinda, Pepsi, Pepsi Black and Toddy. These branded products are sold to authorized bottlers, independent distributors and
retailers. Latin America also, either independently or in conjunction with third parties, makes, markets, distributes and sells ready-to-drink tea
products through an international joint venture with Unilever (under the Lipton brand name).
Europe Sub-Saharan Africa
Either independently or in conjunction with third parties, ESSA makes, markets, distributes and sells a number of leading snack food brands
including Cheetos, Chipita, Doritos, Lay's, Ruffles and Walkers, as well as many Quaker-branded cereals and snacks, through consolidated
businesses, as well as through noncontrolled affiliates. ESSA also, either independently or in conjunction with third parties, makes, markets,
distributes and sells beverage concentrates, fountain syrups and finished goods under various beverage brands including 7UP, Diet Pepsi, Mirinda,
Pepsi, Pepsi Max and Tropicana. These branded products are sold to authorized bottlers, independent distributors and retailers. In certain markets,
however, ESSA operates its own bottling plants and distribution facilities. ESSA also, either independently or in conjunction with third parties,
makes, markets, distributes and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand
name). In addition, ESSA makes, markets, distributes and sells a number of leading dairy products including Agusha, Chudo and Domik v
Derevne. In December 2018, we acquired SodaStream International Ltd., a manufacturer and distributor of sparkling water makers. SodaStream
products are included within ESSA's beverage business.
Asia, Middle East and North Africa
Either independently or in conjunction with third parties, AMENA makes, markets, distributes and sells a number of leading snack food
brands including Cheetos, Chipsy, Doritos, Kurkure and Lay's, as well as many Quaker branded cereals and snacks, through consolidated
businesses, as well as through noncontrolled affiliates. AMENA also makes, markets, distributes and sells beverage concentrates, fountain syrups
and finished goods under various beverage brands including 7UP, Aquafina, Mirinda, Mountain Dew, Pepsi, Sting and Tropicana. These branded
products are sold to authorized bottlers, independent distributors and retailers. In certain markets, however, AMENA operates its own bottling
plants and distribution facilities. AMENA also, either independently or in conjunction with third parties, makes, markets, distributes and sells
ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name). Further, we license the Tropicana
brand for use in China on co-branded juice products in connection with a strategic alliance with Tingyi (Cayman Islands) Holding Corp.
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USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $1,976 million, after deducting underwriting discounts and
estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including the
repayment of commercial paper.
DESCRIPTION OF NOTES
General
The 2029 notes offered hereby will initially be limited to an aggregate principal amount of $1,000,000,000. The 2029 notes will bear interest
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at a fixed rate of 2.625% per annum and will mature on July 29, 2029.
The 2049 notes offered hereby will initially be limited to an aggregate principal amount of $1,000,000,000. The 2049 notes will bear interest
at a fixed rate of 3.375% per annum and will mature on July 29, 2049.
The notes will bear interest from July 29, 2019, payable semi-annually on each January 29 and July 29, commencing on January 29, 2020, to
the persons in whose names such notes are registered at the close of business on each January 14 and July 14, as the case may be (whether or not a
business day), immediately preceding such January 29 and July 29, respectively.
Each series of notes constitutes a single series of debt securities to be issued under an indenture dated May 21, 2007, between us and The
Bank of New York Mellon, as trustee. The indenture is more fully described in the accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of a series of notes, issue additional notes of such series having the same terms (except
issue date, date from which interest accrues and, in some cases, the first interest payment date) so that in either case the existing notes and the new
notes of such series form a single series under the indenture.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may redeem some or all of either series of notes at any time and from time to time at the redemption prices for such series described under
"--Optional Redemption."
Defeasance
The notes will be subject to defeasance and discharge (but not with respect to certain covenants) and to defeasance of certain covenants as set
forth in the indenture. See "Description of Debt Securities--Satisfaction, Discharge and Covenant Defeasance" in the accompanying prospectus.
Optional Redemption
The notes will be redeemable as a whole or in part, at our option, at any time and from time to time prior to April 29, 2029 (three months
prior to the maturity date of the 2029 notes) (the par call date for the 2029 notes) with respect to the 2029 notes and prior to January 29, 2049 (six
months prior to the maturity date of the 2049 notes) (the par call date for the 2049 notes) with respect to the 2049 notes, at a redemption price equal
to the greater of:
·
100% of the principal amount of such notes of such series being redeemed; and
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·
the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to
the date of redemption), assuming for such purpose that such series of notes matured on the applicable par call date, discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
10 basis points for the 2029 notes and 15 basis points for the 2049 notes,
plus in each case accrued and unpaid interest to the date of redemption.
Each series of notes will be redeemable as a whole or in part, at our option, at any time and from time to time on or after the applicable par
call date for such series, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest
to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the series of notes to be redeemed, assuming for such purpose that such
series of notes matured on the applicable par call date (the "Remaining Term"), that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Remaining Term.
"Comparable Treasury Price" means, with respect to any redemption date for either series of notes, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
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Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of any four primary U.S. Government securities dealers in the United States of America selected by
us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m. New
York time on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date for either series of notes, the rate per annum equal to the semiannual equivalent
yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Notice of any redemption will be transmitted at least 15 days but not more than 60 days before the redemption date to each holder of the series
of notes to be redeemed. If fewer than all of a series of notes are to be redeemed, the particular notes of such series to be redeemed, in the case of
global notes, shall be selected in accordance with the procedures of DTC. In the case of physical notes in definitive form such selection shall be
done by the trustee by lot. If any note is to be redeemed only in part, the notice of redemption that relates to such note shall state the principal
amount thereof to be redeemed. A new note in principal amount equal to and in exchange for the unredeemed portion of the principal of the note
surrendered may be issued in the name of the holder of the note upon surrender of the original note.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes of a series or
portions thereof called for redemption.
The trustee will not be responsible for calculating the redemption price of the notes or portions thereof called for redemption.
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Book-Entry System
The notes of each series will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). One or more fully registered certificates will be issued as global notes in the aggregate principal amount of the notes of each series. Such
global notes will be deposited with or on behalf of DTC and may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC or a nominee of such successor.
So long as DTC, or its nominee, is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the notes represented by such global note for all purposes under the indenture. Except as set forth in the accompanying
prospectus, owners of beneficial interests in a global note will not be entitled to have the notes represented by such global note registered in their
names, will not receive or be entitled to receive physical delivery of such notes in definitive form and will not be considered the owners or holders
thereof under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC for such
global note and, if such person is not a participant in DTC (as described below), on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the indenture.
Owners of beneficial interests in a global note may elect to hold their interests in such global note either in the United States through DTC or
outside the United States through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank, S.A./N.V., or its successor, as
operator of the Euroclear System ("Euroclear"), if they are a participant of such system, or indirectly through organizations that are participants in
such systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of
Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants' customers' securities accounts.
Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries").
As long as the notes of a series are represented by the global notes, we will pay principal of and interest on those notes to or as directed by
DTC as the registered holder of the global notes. Payments to DTC will be in immediately available funds by wire transfer. DTC will credit the
relevant accounts of their participants on the applicable date. Neither we nor the trustee will be responsible for making any payments to participants
or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and each person owning a
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beneficial interest will have to rely on the procedures of the depositary and its participants.
We have been advised by DTC, Clearstream and Euroclear, respectively, as follows:
DTC
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). DTC holds securities deposited with it by its participants and facilitates the settlement of transactions
among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating
the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC's book-entry system
is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. According
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to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not
intended to serve as a representation, warranty or contract modification of any kind.
Clearstream
Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in
several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may
include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.
Distributions with respect to interests in the notes held beneficially through Clearstream will be credited to cash accounts of Clearstream
Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V. (the "Euroclear Operator"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts
and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms
and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these
terms and conditions govern:
·
transfers of securities and cash within Euroclear;
·
withdrawal of securities and cash from Euroclear; and
·
receipt of payments with respect to securities in Euroclear.
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All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The
Euroclear Operator acts under the terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons
holding securities through Euroclear Participants.
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Distributions with respect to interests in the notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear
Participants in accordance with the Euroclear Terms and Conditions, to the extent received by the U.S. Depositary for the Euroclear Operator.
Settlement
Investors in the notes of each series will be required to make their initial payment for the notes of such series in immediately available funds.
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in
immediately available funds. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary
way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant
European international clearing system by the U.S. depositary for such clearing system; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will
be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any
transactions in such notes settled during such processing will be reported to the relevant Clearstream Participants or Euroclear Participants on such
business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream Participant or a Euroclear
Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be
discontinued at any time. See "Forms of Securities" in the accompanying prospectus.
The information in this section concerning DTC, Clearstream, Euroclear and DTC's book-entry system has been obtained from sources that
we believe to be reliable (including DTC, Clearstream and Euroclear), but we take no responsibility for the accuracy thereof.
Neither we, the trustee nor the underwriters will have any responsibility or obligation to participants, or the persons for whom they act as
nominees, with respect to the accuracy of the records of DTC, its nominee or any participant with respect to any ownership interest in the notes or
payments to, or the providing of notice to participants or beneficial owners.
For other terms of the notes, see "Description of Debt Securities" in the accompanying prospectus.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following sets forth the material U.S. federal income tax consequences of ownership and disposition of the notes, but does not purport to
be a complete analysis of all potential tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the
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"Code"), the Treasury Regulations promulgated or proposed thereunder, administrative pronouncements and judicial decisions, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis. This discussion applies only to notes that meet the following
conditions:
·
they are purchased by those initial holders who purchase notes at the "issue price," which will equal the first price to the public (not
including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or
wholesalers) at which a substantial amount of the notes is sold for money; and
·
they are held as capital assets within the meaning of Section 1221 of the Code (generally, for investment).
This discussion does not describe all of the tax consequences that may be relevant to investors in light of their particular circumstances or that
are subject to special rules, such as:
·
tax-exempt organizations;
·
regulated investment companies;
·
real estate investment trusts;
·
dealers or traders subject to a mark-to-market method of tax accounting with respect to the notes;
·
certain former citizens and long-term residents of the United States;
·
certain financial institutions;
·
insurance companies;
·
persons holding notes as part of a hedge, straddle or other integrated transaction for U.S. federal income tax purposes;
·
persons subject to the special tax accounting rules under Section 451 of the Code;
·
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
·
partnerships or other entities classified as partnerships for U.S. federal income tax purposes; and
·
persons subject to the alternative minimum tax.
This discussion does not address any aspect of state, local or non-U.S. taxation, any taxes other than income taxes or the potential application
of the Medicare contribution tax.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a
partner will generally depend on the status of the partner and the activities of the partnership.
Persons considering the purchase of notes are urged to consult their tax advisors with regard to the application of the U.S. federal tax
laws to their particular situations, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.
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Tax Consequences to U.S. Holders
As used herein, the term "U.S. Holder" means a beneficial owner of a note that is, for U.S. federal income tax purposes:
·
an individual citizen or resident of the United States;
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