Bond Vodafone Group Ltd 4.375% ( US92857WBK53 ) in USD

Vodafone Group Ltd

100 % ▲

United Kingdom

US92857WBK53 ( in USD )

4.375% per year ( payment 2 times a year)

29/05/2028

Prospectus brochure of the bond Vodafone Group PLC US92857WBK53 en USD 4.375%, maturity 29/05/2028

1 000 USD

3 000 000 000 USD

92857WBK5

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

30/11/2025 ( In 73 days )

Vodafone Group Plc is a British multinational telecommunications company headquartered in London, providing mobile and fixed-line telephony, broadband, and digital television services in many countries across Europe, Africa, Asia, and Oceania.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBK53, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/05/2028

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBK53, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBK53, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 a2235857z424b2.htm 424B2
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Amount of
Securities Offered

Registered

Registration Fee(1)

3.750% Notes due January 2024

$2,000,000,000

$249,000

4.125% Notes due May 2025

$1,500,000,000

$186,750

4.375% Notes due May 2028

$3,000,000,000

$373,500

5.000% Notes due May 2038

$1,000,000,000

$124,500

5.250% Notes due May 2048

$3,000,000,000

$373,500

Floating Rate Notes due January 2024

$1,000,000,000

$124,500

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-219583
Prospectus Supplement to Prospectus dated July 31, 2017
$11,500,000,000
VODAFONE GROUP PUBLIC LIMITED COMPANY
$2,000,000,000 3.750% NOTES DUE JANUARY 2024
$1,500,000,000 4.125% NOTES DUE MAY 2025
$3,000,000,000 4.375% NOTES DUE MAY 2028
$1,000,000,000 5.000% NOTES DUE MAY 2038
$3,000,000,000 5.250% NOTES DUE MAY 2048
$1,000,000,000 FLOATING RATE NOTES DUE JANUARY 2024
The Notes offered by this prospectus supplement comprise the $2,000,000,000 3.750% Notes due January 2024 (the "Tranche 1 Notes"), the $1,500,000,000 4.125% Notes due May 2025 (the
"Tranche 2 Notes"), the $3,000,000,000 4.375% Notes due May 2028 (the "Tranche 3 Notes"), the $1,000,000,000 5.000% Notes due May 2038 (the "Tranche 4 Notes"), the $3,000,000,000
5.250% Notes due May 2048 (the "Tranche 5 Notes" and, together with the Tranche 1 Notes, the Tranche 2 Notes, the Tranche 3 Notes and the Tranche 4 Notes, the "Fixed Rate Notes") and
the $1,000,000,000 Floating Rate Notes due January 2024 (the "Tranche 6 Notes" or the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"). Interest will be payable,
with respect to the Tranche 1 Notes, semi-annually on January 16 and July 16 of each year, commencing January 16, 2019 up to and including January 16, 2024, the maturity date for the
Tranche 1 Notes, subject to the applicable business day convention, and, with respect to the Tranche 2 Notes, semi-annually on May 30 and November 30 of each year, commencing
November 30, 2018 up to and including May 30, 2025, the maturity date for the Tranche 2 Notes, subject to the applicable business day convention, and, with respect to the Tranche 3 Notes,
semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including May 30, 2028, the maturity date for the Tranche 3 Notes, subject to the
applicable business day convention, and, with respect to the Tranche 4 Notes, semi-annually on May 30 and November 30 of each year, commencing November 30, 2018 up to and including
May 30, 2038, the maturity date for the Tranche 4 Notes, subject to the applicable business day convention, and, with respect to the Tranche 5 Notes, semi-annually on May 30 and
November 30 of each year, commencing November 30, 2018 up to and including May 30, 2048, the maturity date for the Tranche 5 Notes, subject to the applicable business day convention,
and, with respect to the Tranche 6 Notes, quarterly on January 16, April 16, July 16 and October 16 of each year, commencing July 16, 2018 up to and including January 16, 2024, the maturity
date for the Tranche 6 Notes, subject to the applicable business day convention. We will repay the Tranche 1 Notes on January 16, 2024, the Tranche 2 Notes on May 30, 2025, the Tranche 3
Notes on May 30, 2028, the Tranche 4 Notes on May 30, 2038, the Tranche 5 Notes on May 30, 2048 and the Tranche 6 Notes on January 16, 2024, in each case at 100% of their principal
amount, plus accrued and unpaid interest. The Notes will be unsecured and will rank equally with all other unsecured, unsubordinated obligations of Vodafone Group Plc from time to time
outstanding.
We may redeem any tranche of the Notes, in whole but not in part, at any time at 100% of their principal amount, plus accrued interest upon the occurrence of certain tax events described in
this prospectus supplement and the accompanying prospectus. In addition, we may redeem any tranche of the Fixed Rate Notes, in whole or in part, at any time at 100% of the principal
amount plus accrued interest, plus a make-whole amount as described herein.
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

Furthermore, upon the occurrence of a Change of Control Put Event (as defined in the prospectus), the holder of a Note will have the option to require us to redeem or, at our option, purchase
(or procure the purchase of) such Note, at an optional redemption amount equal to 101% of the aggregate principal amount of such Note, plus accrued and unpaid interest on such Note to the
date of redemption. See "Description of Notes--Redemption or Repurchase Following a Change of Control" for more information.
We intend to use the net proceeds from this offering to finance a portion of our acquisition of Liberty Global plc's operations in Germany, the Czech Republic, Hungary and Romania (the
"Acquisition"). However, the completion of this offering is not contingent upon the completion of the Acquisition. If the Acquisition has not closed by July 31, 2019, we will be required to
send a notice of mandatory redemption to the holders of the Tranche 1 Notes, the Tranche 2 Notes and the Tranche 6 Notes fixing the date of such mandatory redemption (such date to be
5 days from the sending of the notice of mandatory redemption). On such mandatory redemption date, we will be required to redeem the Tranche 1 Notes, the Tranche 2 Notes and the
Tranche 6 Notes, in whole but not in part, at a redemption price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest on such notes to the date of
redemption.
Application will be made to list the Notes on the New York Stock Exchange. We expect that the Notes will be eligible for trading on the New York Stock Exchange within 30 days after
delivery.
See "Risk Factors" beginning on page S-1 of the accompanying prospectus and "Principal risk factors and uncertainties" beginning on page 28 of our Annual Report on Form 20-F for
the fiscal year ended March 31, 2017 and "Risk Factors" on page 29 of our Half Year Report for the six months ended September 30, 2017, which are incorporated by reference in this
prospectus supplement and the accompanying prospectus, to read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Price to Public(1)
Underwriting Discounts Proceeds, Before Expenses(2)

Per Tranche 1 Note

99.153%

0.170%

98.983%

Total for the Tranche 1 Notes

$1,983,060,000

$3,400,000

$1,979,660,000

Per Tranche 2 Note

99.029%

0.220%

98.809%

Total for the Tranche 2 Notes

$1,485,435,000

$3,300,000

$1,482,135,000

Per Tranche 3 Note

98.701%

0.300%

98.401%

Total for the Tranche 3 Notes

$2,961,030,000

$9,000,000

$2,952,030,000

Per Tranche 4 Note

98.104%

0.450%

97.654%

Total for the Tranche 4 Notes

$981,040,000

$4,500,000

$976,540,000

Per Tranche 5 Note

99.208%

0.600%

98.608%

Total for the Tranche 5 Notes

$2,976,240,000

$18,000,000

$2,958,240,000

Per Tranche 6 Note

100.000%

0.170%

99.830%

Total for the Tranche 6 Notes

$1,000,000,000

$1,700,000

$998,300,000

(1)
Plus accrued interest, if any, from and including May 30, 2018 to the date the Notes are delivered to investors.
(2)
See "Underwriting" beginning on page S-15 of this prospectus supplement.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company, referred to herein as DTC, for the accounts of its participants,
including Clearstream Banking S.A. and Euroclear Bank SA/NV against payment in New York, New York, on or about May 30, 2018. The clearing and settlement system will be the book-
entry system operated by DTC.
BofA Merrill Lynch

RBC Capital Markets

Barclays
HSBC

Prospectus Supplement dated May 23, 2018.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

RISK FACTORS
S-1

INCORPORATION OF INFORMATION FILED WITH THE SEC
S-3

GENERAL INFORMATION
S-4

DESCRIPTION OF NOTES
S-5

USE OF PROCEEDS
S-14

TAXATION
S-18

VALIDITY OF SECURITIES
S-19
Prospectus
PROSPECTUS SUMMARY

4

RISK FACTORS

6

ABOUT THIS PROSPECTUS

8

WHERE YOU CAN FIND MORE INFORMATION

9

FORWARD-LOOKING STATEMENTS
11

VODAFONE
13

CAPITALIZATION AND INDEBTEDNESS
14

USE OF PROCEEDS
15

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
16

DESCRIPTION OF WARRANTS WE MAY OFFER
36

DESCRIPTION OF PREFERENCE SHARES WE MAY OFFER
42

LEGAL OWNERSHIP
44

CLEARANCE AND SETTLEMENT
47

TAXATION
51

PLAN OF DISTRIBUTION
66
Table of Contents
Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise requires, references in this
prospectus supplement or the accompanying prospectus to "Vodafone", "we", "our", "ours" and "us" are to Vodafone Group Plc.
RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information included in, and incorporated by reference into, this
prospectus supplement, including in the section entitled "Principal Risk Factors" in the Annual Report on Form 20-F for the financial year ended
March 31, 2017 and "Risk Factors" on page 29 of our Half Year Report for the six months ended September 30, 2017, filed by us with the SEC and
incorporated by reference into this prospectus supplement.
The risks set forth below and incorporated by reference comprise all material risks known to us. All of these risk factors and events are contingencies
that may or may not occur. We may face a number of the described risks simultaneously and one or more described risks may be interdependent. The
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

risk factors are based on assumptions that could turn out to be incorrect.
You should carefully review this entire prospectus supplement, the prospectus and the documents incorporated by reference and should form your own
views before making an investment decision with respect to the Notes. You should also consult your own financial, legal and tax advisers to carefully
review the risks associated with the Notes included in, and incorporated by reference into, this prospectus supplement and consider such an investment
decision in light of your personal circumstances.
Risks related to the Notes
We may be unable to redeem the Tranche 1 Notes, Tranche 2 Notes and the Tranche 6 Notes in the event of a special mandatory redemption.
The Tranche 1 Notes, the Tranche 2 Notes and the Tranche 6 Notes will be subject to a special mandatory redemption in the event that the Acquisition
has not closed on or prior to July 31, 2019. The special mandatory redemption price will be equal to 101% of the aggregate principal amount of such
notes, plus accrued and unpaid interest to on such notes to the date of redemption. See "Description of the Notes--Special Mandatory Redemption." We
are not obligated to place the proceeds of the offering of the Notes in escrow prior to the closing of the Acquisition or to provide a security interest in
those proceeds, and there are no other restrictions on our use of these proceeds during such time. Accordingly, we will need to fund any special
mandatory redemption using proceeds that we have voluntarily retained or from other sources of liquidity. In the event of a special mandatory
redemption, we may not have sufficient funds to purchase all of the Tranche 1 Notes, the Tranche 2 Notes and the Tranche 6 Notes. The Tranche 3
Notes, the Tranche 4 Notes and the Tranche 5 Notes are not subject to the special mandatory redemption and we expect such notes to remain
outstanding even if we do not consummate the Acquisition.
The special mandatory redemption provision of the Tranche 1 Notes, Tranche 2 Notes and the Tranche 6 Notes may adversely affect the trading
prices and the expected return on such notes.
As a result of the special mandatory redemption provision of the Tranche 1 Notes, Tranche 2 Notes and the Tranche 6 Notes, the trading prices of such
notes may not reflect the financial results of our business or macroeconomic factors. In addition, if the Tranche 1 Notes, Tranche 2 Notes and the
Tranche 6 Notes are redeemed prior to maturity, holders of such notes may not obtain their expected return on such notes and may not be able to
reinvest the amount received upon a redemption in a comparable security at an effective interest rate as high as that of the Tranche 1 Notes, Tranche 2
Notes and the Tranche 6 Notes. Holders of Tranche 1 Notes, Tranche 2 Notes and the Tranche 6 Notes will have no rights under the special mandatory
redemption provision if the Acquisition closes within the prescribed time frame, nor will such holders have any right to require us to repurchase your
notes if, between the closing of this offering and the closing of the Acquisition, we experience any changes (including any material changes) in our
business or financial condition, or if the terms of the agreement relating to the Acquisition change, including in material respects. The Tranche 3 Notes,
the Tranche 4 Notes and the Tranche 5 Notes are not subject to the special mandatory redemption and we expect such notes to remain outstanding even
if we do not consummate the Acquisition. Holders of the Tranche 1 Notes, Tranche 2 Notes and the Tranche 6 Notes will have no right to opt out of the
special mandatory redemption provision of such notes.
S-1
Table of Contents
We may not be able to repurchase the Notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, each holder of notes will have the right to require us to repurchase all or any part of
such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience
a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to
repurchase the Notes. Our failure to repurchase the Notes as required under the indenture governing the Notes would result in a default under the
indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of the Notes--Redemption or
Repurchase Following a Change of Control."
Reforms to and uncertainty regarding LIBOR may adversely affect our business and/or the value of, return on and trading market for the
Tranche 6 Notes.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or require banks to submit rates
for LIBOR after 2021. This announcement, in conjunction with financial benchmark reforms more generally and changes in the interbank lending
markets have resulted in uncertainty about the future of LIBOR and certain other rates or indices which are used as interest rate "benchmarks." These
actions and uncertainties may have the effect of triggering future changes in the rules or methodologies used to calculate benchmarks or lead to the
discontinuance or unavailability of benchmarks. ICE Benchmark Administration is the administrator of LIBOR and maintains a reference panel of
contributor banks.
Uncertainty as to the nature and effect of such reforms and actions, and the potential or actual discontinuance of benchmark quotes, may adversely affect
the value of, return on and trading market for the Tranche 6 Notes and our other LIBOR-based securities or our financial condition or results of
operations. Furthermore, there can be no assurances that we and other market participants will be adequately prepared for an actual discontinuation of
benchmarks, including LIBOR, that may have an unpredictable impact on contractual mechanics (including, but not limited to, interest rates to be paid
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

to or by us) and cause significant disruption to financial markets that are relevant to our business segments, among other adverse consequences, which
may also result in adversely affecting our financial condition or results of operations.
The floating rate of interest on the Tranche 6 Notes may be calculated using alternative methods if three-month U.S. dollar LIBOR is no longer
quoted and may be calculated using a different base rate if three-month U.S. dollar LIBOR is discontinued.
To the extent that three-month U.S. dollar LIBOR is no longer quoted on the Reuters screen page as described in this prospectus supplement, three-
month U.S. dollar LIBOR will be determined using the alternative methods described in this prospectus supplement below under the heading
"Description of Notes--Three-Month U.S. Dollar LIBOR." Any of these alternative methods may result in interest payments on the Tranche 6 Notes
that are higher than, lower than or that do not otherwise correlate over time with the interest payments that would have been made on the Tranche 6
Notes if three-month U.S. dollar LIBOR was available in its current form. Further, the same reforms, actions, costs and/or risks that may lead to the
discontinuation or unavailability of three-month U.S. dollar LIBOR may make one or more of the alternative methods impossible or impracticable to
determine. If three-month U.S. dollar LIBOR is no longer quoted, or if three-month LIBOR is discontinued and it is determined there is no substitute or
successor base rate to three-month LIBOR that is consistent with accepted market practice, the final alternative method for determining the rate of
interest for the next succeeding interest period will be equal to the rate of interest last determined in relation to the notes in respect of the preceding
interest period or, in the case of the first interest determination date prior to the first interest reset date, the initial base rate. In addition, if we determine
on or prior to the relevant interest determination date, after consultation with an investment bank of national standing selected by us in our sole
discretion, that three-month U.S. dollar LIBOR has been discontinued or ceased to be administered, then we will appoint in our sole discretion an
investment bank of national standing to determine whether there is a substitute or successor base rate to three-month U.S. dollar LIBOR that is
consistent with accepted market practice. Any of the foregoing may have an adverse effect on the value of, return on and trading market for the
Tranche 6 Notes.
S-2
Table of Contents
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to incorporate by reference into this prospectus supplement and
the accompanying prospectus the information filed with them, which means that:
·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
·
we can disclose important information to you by referring to those documents; and
·
information filed with the SEC in the future will automatically update and supersede this prospectus supplement and the accompanying
prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents described in "Where You Can Find More
Information" in the accompanying prospectus which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, referred to
herein as the Exchange Act, except to the extent amended or superseded by subsequent filings. We also incorporate by reference any future filings that
we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement but before the end of the
Notes offering and that, in the case of any future filings on Form 6-K, are identified in such filing as being incorporated into this prospectus supplement
or the accompanying prospectus. Any statement made in this prospectus supplement or the accompanying prospectus or in a document incorporated or
deemed to be incorporated by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be modified or superseded
for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein or in any
subsequently filed document that is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes
such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
The documents incorporated by reference in this prospectus supplement and the accompanying prospectus and, in particular, those set forth below
contain important information about Vodafone and its financial condition. We incorporate by reference in this prospectus supplement and the
accompanying prospectus, among others, the following documents:
Vodafone SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F
Year ended March 31, 2017, filed June 9, 2017

Report on Form 6-K
Half Year Report for the six months ended September 30, 2017, filed
November 17, 2017

https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

Report on Form 6-K
Preliminary Results Announcement for the year ended March 31, 2018, filed
May 16, 2018

Report on Form 6-K
Capitalization and Indebtedness Table as at March 31, 2018, filed May 23,
2018
You should read "Where You Can Find More Information" in the accompanying prospectus for information on how to obtain the documents
incorporated by reference or other information relating to Vodafone.
S-3
Table of Contents
GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this
prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be relied upon as having been authorized.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the Notes to which it relates or an offer to sell or the solicitation of an offer to buy such Notes by any person in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the
information contained in this prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and the
underwriters to inform themselves about and to observe any such restrictions.
Vodafone's registered office is located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
S-4
Table of Contents
DESCRIPTION OF NOTES
This section contains a brief description of the terms of the Notes. For additional information about the Notes and their terms, please see "Description of
the Debt Securities We May Offer" in the accompanying prospectus.
3.750% Notes due January 2024 (the "Tranche 1 Notes")

Maturity Date
We will repay the Tranche 1 Notes on January 16, 2024 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.

Issue Price
99.153% of the principal amount, plus accrued interest, if any, from and
including May 30, 2018 to the date the Tranche 1 Notes are delivered to
investors.

Interest Rate
3.750% per annum.

Interest Payment Dates
Semi-annually on January 16 and July 16 of each year, commencing
January 16, 2019 (long first coupon) up to and including the maturity
date for the Tranche 1 Notes, subject to the applicable business day
convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

Optional Make-Whole Redemption
We have the right to redeem the Tranche 1 Notes, in whole or in part, at
any time and from time to time at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes, plus accrued
interest to the date of redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such notes (excluding any portion
of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted
treasury rate, plus 20 basis points.

Special Mandatory Redemption
The completion of this offering is not contingent upon the completion of
the Acquisition. If the Acquisition has not closed on or prior to July 31,
2019, we will be required to send a notice of mandatory redemption to
the holders of the Tranche 1 Notes fixing the date of such mandatory
redemption (such date to be 5 days from the sending of the notice of
mandatory redemption). On such mandatory redemption date, we will be
required to redeem the Tranche 1 Notes, in whole but not in part, at a
redemption price equal to 101% of the aggregate principal amount of
such notes, plus accrued and unpaid interest on such notes to the date of
redemption.

The proceeds of this offering will not be deposited into an escrow
account pending any special redemption of the Tranche 1 Notes. Our
ability to pay the redemption price to holders of the Tranche 1 Notes
following a special mandatory redemption may be limited by our then
existing financial resources, and sufficient funds may not be available
when necessary to make any required purchases of Tranche 1 Notes.

Underwriting Discount
0.170%

CUSIP Number
92857W BH2

ISIN Number
US92857WBH25
S-5
Table of Contents
4.125% Notes due May 2025 (the "Tranche 2 Notes")

Maturity Date
We will repay the Tranche 2 Notes on May 30, 2025 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.

Issue Price
99.029% of the principal amount, plus accrued interest, if any, from and
including May 30, 2018 to the date the Tranche 2 Notes are delivered to
investors.

Interest Rate
4.125% per annum.

Interest Payment Dates
Semi-annually on May 30 and November 30 of each year, commencing
November 30, 2018 up to and including the maturity date for the
Tranche 2 Notes, subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 2 Notes, in whole or in part, at
any time and from time to time at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes, plus accrued
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

interest to the date of redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such notes (excluding any portion
of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted
treasury rate, plus 20 basis points.

Special Mandatory Redemption
The completion of this offering is not contingent upon the completion of
the Acquisition. If the Acquisition has not closed on or prior to July 31,
2019, we will be required to send a notice of mandatory redemption to
the holders of the Tranche 2 Notes fixing the date of such mandatory
redemption (such date to be 5 days from the sending of the notice of
mandatory redemption). On such mandatory redemption date, we will be
required to redeem the Tranche 2 Notes, in whole but not in part, at a
redemption price equal to 101% of the aggregate principal amount of
such notes, plus accrued and unpaid interest on such notes to the date of
redemption.

The proceeds of this offering will not be deposited into an escrow
account pending any special redemption of the Tranche 2 Notes. Our
ability to pay the redemption price to holders of the Tranche 2 Notes
following a special mandatory redemption may be limited by our then
existing financial resources, and sufficient funds may not be available
when necessary to make any required purchases of Tranche 2 Notes.

Underwriting Discount
0.220%

CUSIP Number
92857W BJ8

ISIN Number
US92857WBJ80
4.375% Notes due May 2028 (the "Tranche 3 Notes")

Maturity Date
We will repay the Tranche 3 Notes on May 30, 2028 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.
S-6
Table of Contents
Issue Price

98.701% of the principal amount, plus accrued interest, if any, from and
including May 30, 2018 to the date the Tranche 3 Notes are delivered to
investors.

Interest Rate
4.375% per annum.

Interest Payment Dates
Semi-annually on May 30 and November 30 of each year, commencing
November 30, 2018 up to and including the maturity date for the
Tranche 3 Notes, subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 3 Notes, in whole or in part, at
any time and from time to time at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes plus accrued
interest to the date of redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such notes (excluding any portion
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted
treasury rate, plus 25 basis points.

Underwriting Discount
0.300%

CUSIP Number
92857W BK5

ISIN Number
US92857WBK53
5.000% Notes due May 2038 (the "Tranche 4 Notes")

Maturity Date
We will repay the Tranche 4 Notes on May 30, 2038 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.

Issue Price
98.104% of the principal amount, plus accrued interest, if any, from and
including May 30, 2018 to the date the Tranche 4 Notes are delivered to
investors.

Interest Rate
5.000% per annum.

Interest Payment Dates
Semi-annually on May 30 and November 30 of each year, commencing
November 30, 2018 up to and including the maturity date for the
Tranche 4 Notes, subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 4 Notes, in whole or in part, at
any time and from time to time at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes, plus accrued
interest to the date of redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such notes (excluding any portion
of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted
treasury rate, plus 30 basis points.

Underwriting Discount
0.450%
S-7
Table of Contents
CUSIP Number

92857W BL3

ISIN Number
US92857WBL37
5.250% Notes due May 2048 (the "Tranche 5 Notes" and, together with the Tranche 1 Notes, the Tranche 2 Notes, the Tranche 3 Notes and
the Tranche 4 Notes, the "Fixed Rate Notes")

Maturity Date
We will repay the Tranche 5 Notes on May 30, 2048 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.

Issue Price
99.208% of the principal amount, plus accrued interest, if any, from and
including May 30, 2018 to the date the Tranche 5 Notes are delivered to
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

investors.

Interest Rate
5.250% per annum.

Interest Payment Dates
Semi-annually on May 30 and November 30 of each year, commencing
November 30, 2018 up to and including the maturity date for the
Tranche 5 Notes, subject to the applicable business day convention.

Business Day Convention
Following, Unadjusted.

Day Count Fraction
30/360.

Optional Make-Whole Redemption
We have the right to redeem the Tranche 5 Notes, in whole or in part, at
any time and from time to time at a redemption price equal to the
greater of (1) 100% of the principal amount of such notes, plus accrued
interest to the date of redemption and (2) as determined by the quotation
agent, the sum of the present values of the remaining scheduled
payments of principal and interest on such notes (excluding any portion
of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted
treasury rate, plus 35 basis points.

Underwriting Discount
0.600%

CUSIP Number
92857W BM1

ISIN Number
US92857WBM10
Floating Rate Notes due January 2024 (the "Tranche 6 Notes" or the "Floating Rate Notes" and, together with the Fixed Rate Notes, the
"Notes")

Maturity Date
We will repay the Tranche 6 Notes on January 16, 2024 at 100% of their
principal amount, plus accrued and unpaid interest.

Issue Date
May 30, 2018.

Issue Price
100.000% of the principal amount, plus accrued interest, if any, from
May 30, 2018.

Interest Rate
The interest rate for the period from May 30, 2018 to, but excluding, the
first interest reset date will be the initial base rate, as adjusted by adding
the spread. Thereafter, the interest rate will be the base rate, as adjusted
by adding the spread. The interest rate will be reset quarterly on each
interest reset date.

Initial Base Rate
Three-month U.S. dollar LIBOR, as determined on May 30, 2018.

Base Rate
Three-month U.S. dollar LIBOR.
S-8
Table of Contents
Three-Month U.S. Dollar LIBOR

"Three-month U.S. dollar LIBOR" means the London interbank offered
rate for deposits in U.S. dollars for a three month period, as that rate
appears on Reuters screen page "LIBOR01" at approximately
11:00 a.m., London time, on any interest determination date.

If no offered rate appears on Reuters screen page "LIBOR01" on the
relevant interest determination date at approximately 11:00 a.m., London
time, then we will select and identify to the calculation agent four major
banks in the London interbank market, and the calculation agent will
https://www.sec.gov/Archives/edgar/data/839923/000104746918004073/a2235857z424b2.htm[5/25/2018 3:36:08 PM]

Document Outline

#1">
- #1">