PROSPECTUS 21 May 2014 Nestlé Holdings, Inc. (incorporated in the State of Delaware with limited liability) and Nestlé Finance International Ltd. (incorporated in Luxembourg with limited liability) Debt Issuance Programme Notes issued by Nestlé Finance International Ltd. will be, and Notes issued by Nestlé Holdings, Inc. may be, guaranteed by Nestlé S.A. (incorporated in Switzerland with limited liability) Under this Debt Issuance Programme (the “Programme”) each of Nestlé Holdings, Inc. and Nestlé Finance International Ltd. (each an “Issuer”, and together the “Issuers”) may from time to time, and subject to applicable laws and regulations, issue debt securities (the “Notes”) denominated in any currency agreed by the Issuer of such Notes (the “relevant Issuer”) and the relevant Dealer (as defined herein). Notes issued by Nestlé Finance International Ltd. will be unconditionally and irrevocably guaranteed by Nestlé S.A. (the “Guarantor”) as described in “Form of the Guarantee”. Notes issued by Nestlé Holdings, Inc. may or may not be unconditionally and irrevocably guaranteed by the Guarantor as described in “Form of the Guarantee”. This Prospectus supersedes any previous Prospectus issued by the Issuers and the Guarantor. Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes issued under the Programme during the period of twelve months from the date of this Prospectus to be admitted to the official list maintained by the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. The London Stock Exchange’s Regulated Market is a regulated market for the purposes of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Factors which may affect the relevant Issuer’s or the Guarantor’s ability to fulfil their respective obligations under Notes to be issued under the Programme and the Guarantee, respectively, and factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are set out in “Risk Factors” below. Arranger Credit Suisse Dealers BNP PARIBAS Citigroup Credit Suisse Deutsche Bank HSBC RBC Capital Markets The Royal Bank of Scotland TD Securities UBS Investment Bank IMPORTANT INFORMATION Unless otherwise specified, all references in this Prospectus to the “Prospectus Directive” refer to Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and all references to the “2010 PD Amending Directive” refer to Directive 2010/73/EU provided, however, that all references in this Prospectus to the “Prospectus Directive” in relation to any Member State of the European Economic Area refer to Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State), and include any relevant implementing measure in the relevant Member State. This Prospectus together with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” on page 41) constitutes a base prospectus (a “Base Prospectus”) for the purposes of Article 5.4 of the Prospectus Directive 2003/71/EC. The Base Prospectus in respect of Nestlé Holdings, Inc. includes all information contained within this Prospectus together with all documents which are deemed to be incorporated herein by reference, except for any information relating to Nestlé Finance International Ltd., Nestlé Finance International Ltd.’s Annual Financial Reports for the years ended 31 December 2013 and 2012 referred to in paragraph (iii) of “Documents Incorporated by Reference”, the Description of Nestlé Finance International Ltd. and the Selected Financial Information with respect to Nestlé Finance International Ltd. on pages 97 to 100 and the summary thereof contained in the “Summary of the Programme”. The Base Prospectus in respect of Nestlé Finance International Ltd. includes all information contained within this Prospectus together with all documents which are deemed to be incorporated herein by reference, except for any information relating to Nestlé Holdings, Inc. or Nestlé Holdings, Inc. and its Subsidiaries, the Annual Financial Report of Nestlé Holdings, Inc. and its Subsidiaries for the years ended 31 December 2013 and 2012 referred to in paragraph (iii) of “Documents Incorporated by Reference”, the Description of Nestlé Holdings, Inc. and its Subsidiaries and the Selected Financial Information with respect to Nestlé Holdings, Inc. and its Subsidiaries on pages 92 to 96 and the summary thereof contained in the “Summary of the Programme”. Each Issuer accepts responsibility for the information contained in its Base Prospectus as described above and the Final Terms for each tranche of Notes issued by it under the Programme. To the best of the knowledge and belief of each Issuer (it having taken all reasonable care to ensure that such is the case) the information contained in its Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Nestlé S.A. accepts responsibility only for the information contained in this Prospectus together with all documents which are deemed to be incorporated herein by reference, and any Final Terms, insofar as such information relates to itself and the Guarantee described in “Form of the Guarantee”. To the best of the knowledge and belief of Nestlé S.A. (it having taken all reasonable care to ensure that such is the case) the information about itself and the Guarantee contained in this Prospectus and in the documents which are deemed to be incorporated herein by reference is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain issues of Notes under the Programme may benefit from a guarantee given by the Guarantor. The Guarantor’s (and each Issuer’s) senior long term debt obligations have been rated AA (stable) by Standard & Poor’s Credit Market Services France SAS (“Standard & Poor’s”) and Aa2 (stable) by Moody’s France SAS (“Moody’s”). Each of Standard & Poor’s and Moody’s is established in the European Community and is registered under the CRA Regulation. Notes to be issued under this Programme may be rated or unrated. Where an issue of Notes is rated, such rating will be specified in the applicable Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) will be disclosed in the applicable Final Terms. 2 In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused. Certain information with respect to the credit rating agencies and ratings referred to in this Prospectus and/or the Final Terms will be disclosed in the applicable Final Terms. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes and the issue price of Notes will be set out in a final terms document (the “Final Terms”) which, with respect to Notes to be listed on the Official List and to be admitted to trading on the London Stock Exchange’s Regulated Market, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issue of the Notes of such Tranche. As used herein, “Series” means each original issue of Notes together with any further issues expressed to form a single series with the original issue and the terms of which (save for the Issue Date, the amount, the date of the first payment of interest thereon, and the date from which interest starts to accrue and/or the Issue Price (as indicated in the applicable Final Terms)) are identical (including Maturity Date, Interest Basis, Redemption/Payment Basis and Interest Payment Dates (if any) and whether or not the Notes are admitted to trading). As used herein, “Tranche” means all Notes of the same Series with the same Issue Date and Interest Commencement Date (if applicable). Nestlé Holdings, Inc., subject to applicable laws and regulations, may agree to issue Notes in registered form (“Registered Notes”), substantially in the form scheduled to the Note Agency Agreement (as defined under “Terms and Conditions of the Notes”). With respect to each Tranche of Registered Notes, Nestlé Holdings, Inc. has appointed a transfer agent and registrar and a paying agent and may appoint other or additional transfer agents and paying agents either generally or in respect of a particular Series of Registered Notes. Copies of Final Terms will be available for viewing on the Nestlé Group investor relations website at www.nestle.com/investors. Copies are also expected to be published on the website of the London Stock Exchange through a regulatory information service. No Dealer (as defined herein) has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Dealer as to the accuracy or completeness of the information contained or incorporated by reference in this Prospectus or any other information provided by any of the Issuers or the Guarantor.