Bond PepsiCo 2.875% ( US713448EP96 ) in USD

Issuer PepsiCo
Market price refresh price now   64.3943 %  ▲ 
Country  United States
ISIN code  US713448EP96 ( in USD )
Interest rate 2.875% per year ( payment 2 times a year)
Maturity 14/10/2049



Prospectus brochure of the bond PepsiCo US713448EP96 en USD 2.875%, maturity 14/10/2049


Minimal amount /
Total amount /
Cusip 713448EP9
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating A1 ( Upper medium grade - Investment-grade )
Next Coupon 15/10/2025 ( In 179 days )
Detailed description PepsiCo is a multinational food, snack, and beverage corporation headquartered in Purchase, New York, with a diverse portfolio of brands including Pepsi, Lay's, Gatorade, and Quaker Oats.

PepsiCo Inc. (US713448EP96/713448EP9) issued a USD 1,000,000,000 bond with a 2.875% coupon rate, maturing on October 14, 2049, currently trading at 64.66% of par value, paying semi-annually, in minimum increments of 2000, and rated A+ by S&P and A1 by Moody's.







424B2 1 a2239662z424b2.htm 424B2
CALCULATION OF REGISTRATION FEE



Maximum Aggregate Offering
Amount of Registration
Title of Each Class of Securities Offered

Price

Fee(1)

2.875% Senior Notes due 2049

$1,000,000,000

$129,800

(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)
$1,000,000,000
PepsiCo, Inc.
2.875% Senior Notes due 2049
We are offering $1,000,000,000 of our 2.875% senior notes due 2049 (the "notes"). The notes will bear interest at a fixed rate of 2.875% per
annum and will mature on October 15, 2049. We will pay interest on the notes on April 15 and October 15 of each year until maturity, beginning
on April 15, 2020. We may redeem some or all of the notes at any time and from time to time at the redemption prices 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, in our quarterly report on Form 10-Q for the 12 and 24 weeks ended June 15,
2019, and in our quarterly report on Form 10-Q for the 12 and 36 weeks ended September 7, 2019.




Proceeds, Before
Public Offering
Underwriting
Expenses, to


Price(1)

Discount(2)

PepsiCo, Inc.(1)

Per note

98.258%

0.875%

97.383%

Total

$982,580,000

$8,750,000

$973,830,000

https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


(1)
Plus accrued interest from October 9, 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 October 9, 2019.
Joint Book-Running Managers
Morgan Stanley

Goldman Sachs & Co. LLC
Mizuho Securities
Green Structuring Advisor
Senior Co-Managers
BofA Merrill Lynch

Deutsche Bank Securities

HSBC
Co-Managers
ANZ Securities

ING

PNC Capital Markets
RBC Capital Markets
US Bancorp
LLC


Mischler Financial



R. Seelaus & Co., LLC

Group, Inc.
The date of this prospectus supplement is October 7, 2019.
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
S-1
PepsiCo, Inc.

S-2
Use of Proceeds

S-4
Description of Notes

S-6
United States Federal Income Tax Considerations
S-11
Underwriting
S-15
Legal Opinions
S-19
Independent Registered Public Accounting Firm
S-20
Where You Can Find More Information
S-21
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


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, in our
quarterly report on Form 10-Q for the 12 and 36 weeks ended September 7, 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.
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.
S-1
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


Table of Contents
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
S-2
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


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.
S-3
Table of Contents
USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $974 million, after deducting underwriting discounts and
estimated offering expenses payable by us. An amount equivalent to the net proceeds from this offering will be used to fund, in whole or in part,
Eligible Green Projects (as defined below), which promote the selected Sustainable Development Goals (each, an "SDG") as defined by the United
Nations, as outlined below.
"Eligible Green Projects" include new and existing investments made by us during the period from three years prior to the date of issuance of
the notes through the maturity date of the notes, in the following categories:
1.
Investments in Sustainable Plastics and Packaging (SDG 9--Industry, Innovation and Infrastructure, SDG 12--Responsible
Consumption and Production), including:
a.
Purchases, directly or via our intermediary suppliers, of:
i.
Recycled polyethylene terephthalate (rPET) for use in product packaging;
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


ii.
Bio-based polyethylene terephthalate (Bio-PET) for use in product packaging;
iii.
Compostable, biodegradable and/or recyclable material for use in product packaging; and
b.
Investments in projects for sustainable product packaging such as Bio-PET bottles and compostable and biodegradable
snacks flex films.
2.
Investments in Decarbonizing Our Operations and Supply Chain (SDG 7--Affordable and Clean Energy, SDG 11--
Sustainable Cities and Communities), including:
a.
Expenditures to improve the energy efficiency and/or reduce greenhouse gas emissions of our operations, such as waste
biomass energy conversion, solar installations, lighting upgrades, variable speed drives on equipment, improvements to air
compressors, and upgrading vending and cooling equipment;
b.
Procurement of project-specific renewable energy;
c.
Cleaner transportation, such as replacement of fossil-fuel powered vehicles with electric vehicles;
d.
Green buildings that receive a third-party verified certification, such as investments in the renovation of our global research
and development hub to significantly improve its energy efficiency; and
e.
Investments towards reducing the greenhouse gas footprint of our agricultural supply chain, such as spending via our
sustainable farming program directed towards farmer training around improving soil health through using cover crops,
conservation tillage practices, and reducing agricultural chemical applications.
3.
Investments in Water Sustainability (SDG 6--Clean Water and Sanitation, SDG 12--Responsible Consumption and Production,
SDG 15--Life on Land), including:
a.
Investments linked to improving water-use efficiency at our locations, including water recycling and reuse projects, and
improvements in clean-in-place systems and other operational processes;
b.
Investments to replenish watersheds where we operate in high water-risk areas, potentially including tree plantings,
rainwater harvesting, aquifer recharge, wetlands rehabilitation,
S-4
Table of Contents
alternative crop rotations, improved grazing programs and education and awareness building; and
c.
Working with small-holder farmers on access to drip irrigation or other water-saving technologies.
We expect to allocate the majority of the net proceeds from this offering to Eligible Green Projects within three years of the date of issuance of the
notes.
Members of our sustainability team will assess and determine project eligibility periodically and recommend an allocation of proceeds among
Eligible Green Projects to our finance department. An amount equivalent to the net proceeds from this offering will be allocated and managed by
our finance department. The finance department will internally track actual spend on projects receiving allocations. Pending allocation to Eligible
Green Projects, net proceeds from this offering may be temporarily invested or otherwise maintained in cash, cash equivalents, or short-term
investments, or used to repay other borrowings.
Until the net proceeds from the notes have been fully allocated to Eligible Green Projects, we plan to publish on our public website an annual
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


update of the allocation of the net proceeds, including, subject to any confidentiality considerations, descriptions of select projects funded, and,
where possible, their environmental impacts. These allocation reports will be accompanied by an assertion by management stating that amounts
equivalent to the net proceeds from this offering (or, pending full allocation, a portion thereof) were allocated to Eligible Green Projects; and an
assurance report from a nationally recognized firm registered with the Public Company Accounting Oversight Board (United States) in respect of
its examination of management's assertion conducted in accordance with attestation standards established by the American Institute of Certified
Public Accountants.
Payment of principal and interest on the notes will be made from our general funds and will not be linked to the performance of any Eligible
Green Projects. The above description of the use of proceeds from the notes is not intended to modify or add to any covenant or other contractual
obligation undertaken by us in the notes.
S-5
Table of Contents
DESCRIPTION OF NOTES
General
The notes offered hereby will initially be limited to aggregate principal amount of $1,000,000,000. The notes will bear interest from
October 9, 2019, payable semi-annually on each April 15 and October 15, beginning on April 15, 2020, to the persons in whose names the notes
are registered at the close of business on each April 1 and October 1, as the case may be (whether or not a business day), immediately preceding
such April 15 and October 15. The notes will mature on October 15, 2049.
The notes constitute 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 the notes, issue additional notes having the same terms (except issue date, date from
which interest accrues and, in some cases, the first interest payment date) so that the existing notes and the new notes 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 the notes at any time and from time to time at the redemption prices 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 15, 2049 (six months prior
to the maturity date of the notes) (the "Par Call Date"), at a redemption price equal to the greater of
·
100% of the principal amount of such notes; and
·
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 the notes matured on the 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 15 basis points,
plus in each case accrued and unpaid interest to the date of redemption.
The 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 Par Call Date, 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.
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


"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 notes to be redeemed, assuming for such purpose that the notes matured
on the 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.
S-6
Table of Contents
"Comparable Treasury Price" means, with respect to any redemption date for the 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 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 the 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 notes to
be redeemed. If fewer than all of the notes are to be redeemed, the particular notes 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 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.
Book-Entry System
The notes 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. 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
S-7
Table of Contents
procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indenture.
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


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 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
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 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
S-8
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


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.
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.
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 will be required to make their initial payment for the notes 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
S-9
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/77476/000104746919005653/a2239662z424b2.htm[10/8/2019 4:48:01 PM]


Document Outline