Bond TWDC Global Holdings 3.7% ( US25468PCX24 ) in USD

TWDC Global Holdings

78.2521 % ▲

United States

US25468PCX24 ( in USD )

3.7% per year ( payment 2 times a year)

30/11/2042

Prospectus brochure of the bond TWDC Enterprises 18 Corp US25468PCX24 en USD 3.7%, maturity 30/11/2042

2 000 USD

500 000 000 USD

25468PCX2

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

01/12/2026 ( In 171 days )

TWDC Enterprises 18 Corp is a limited liability company registered in Delaware, with its principal business activities currently unknown and potentially encompassing various commercial enterprises.

The Bond issued by TWDC Global Holdings ( United States ) , in USD, with the ISIN code US25468PCX24, pays a coupon of 3.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2042

The Bond issued by TWDC Global Holdings ( United States ) , in USD, with the ISIN code US25468PCX24, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by TWDC Global Holdings ( United States ) , in USD, with the ISIN code US25468PCX24, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 a2211994z424b5.htm 424B5
Table of Contents
Rule 424(b)(5)
Registration No. 333-171048
Calculation of Registration Fee

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

Registered(1)

Per Unit

Offering Price

Fee(1)

0.450% Global Notes Due
2015
$500,000,000
99.255%
$496,275,000

1.100% Global Notes Due
2017
$1,000,000,000
99.289%
$992,890,000

2.350% Global Notes Due
2022
$1,000,000,000
99.232%
$992,320,000

3.700% Global Notes Due
2042
$500,000,000
99.282%
$496,410,000

Total
$3,000,000,000

$2,977,895,000 $406,184.88

(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
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Pricing Supplement No. 5
(To Prospectus Supplement dated December 8, 2010 and
Prospectus dated December 8, 2010)
$500,000,000 0.450% Global Notes Due 2015
$1,000,000,000 1.100% Global Notes Due
2017
Issue price: 99.255%
Issue price: 99.289%
$1,000,000,000 2.350% Global Notes Due 2022
$500,000,000 3.700% Global Notes Due
2042
Issue price: 99.232%
Issue price: 99.282%
The 0.450% Global Notes Due 2015 (the "2015 Notes") will mature on December 1, 2015, the 1.100% Global Notes Due 2017
(the "2017 Notes") will mature on December 1, 2017, the 2.350% Global Notes Due 2022 (the "2022 Notes") will mature on
December 1, 2022 and the 3.700% Global Notes Due 2042 (the "2042 Notes", and together with the 2015 Notes, the 2017 Notes and
the 2022 Notes, the "Notes") will mature on December 1, 2042. We will pay interest on the Notes on each June 1 and December 1,
commencing June 1, 2013. The 2015 Notes, the 2017 Notes, the 2022 Notes and the 2042 Notes will be part of a single series of our
senior debt securities under the indenture (as defined in the accompanying prospectus supplement) designated as Medium-Term
Notes, Series E. The 2015 Notes, the 2017 Notes, the 2022 Notes and the 2042 Notes are sometimes referred to, individually, as a
"tranche" of Notes. The Notes of each tranche may be redeemed, in whole or in part, at our option, at any time or from time to time
prior to stated maturity at the redemption prices described in this pricing supplement under "Description of the Notes--Optional
Redemption". The Notes of each tranche may also be redeemed at our option, in whole but not in part, if certain events occur
involving U.S. taxation as described under "Description of the Notes--Redemption for Tax Purposes" in the accompanying
prospectus supplement. The Notes will be offered and sold in denominations of $2,000 and any integral multiples of $1,000 in excess
of $2,000.
See "Risk Factors" beginning on page S-3 of the accompanying prospectus supplement for a discussion of certain risks
that should be considered in connection with an investment in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this pricing supplement or the accompanying prospectus supplement or prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

Underwriting
Proceeds to
Price to
Discounts and
Disney, Before

Public(1)
Commissions
Expenses

Per 2015 Note

99.255%
0.200%
99.055%

Total
$496,275,000 $1,000,000 $495,275,000

Per 2017 Note

99.289%
0.350%
98.939%

Total
$992,890,000 $3,500,000 $989,390,000

Per 2022 Note

99.232%
0.450%
98.782%

Total
$992,320,000 $4,500,000 $987,820,000

Per 2042 Note

99.282%
0.750%
98.532%

Total
$496,410,000 $3,750,000 $492,660,000

(1)
Plus accrued interest, if any, from November 30, 2012.
The underwriters expect that delivery of the Notes will be made to investors on or about November 30, 2012 in book-entry form
through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking, société
anonyme, Luxembourg and Euroclear Bank S.A./NV, as operator of the Euroclear System.
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Joint Book-Running Managers
Citigroup

J.P. Morgan
BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley

RBS
Co-Managers
Mizuho Securities
RBC Capital Markets
SunTrust Robinson Humphrey
US Bancorp

Wells Fargo Securities
Junior Co-Managers
Drexel Hamilton

Lebenthal & Co., LLC
Loop Capital Markets
Ramirez & Co., Inc.
Siebert Capital Markets
The Williams Capital Group, L.P.

November 27, 2012
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TABLE OF CONTENTS

Page
Pricing Supplement

Description of the Notes
PS-3

Use of Proceeds
PS-8

Underwriting
PS-9

General Information
PS-12

Legal Matters
PS-12
Prospectus Supplement

Risk Factors
S-3

Description of the Notes
S-7

Material United States Federal Tax Considerations
S-38

Plan of Distribution
S-44

Legal Matters
S-48
Prospectus

About this Prospectus
3

Forward-Looking Information
3

Our Company
3

Use of Proceeds
5

Ratio of Earnings to Fixed Charges
6

General Description of Securities that We May Sell
6

Description of Debt Securities
6

Description of Preferred Stock
18

Description of Depositary Shares
22

Description of Common Stock
25

Description of Warrants
27

Description of Purchase Contracts
29

Description of Units
29

Plan of Distribution
30

Where You Can Find More Information
31

Legal Matters
33
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Experts
33
You should rely only on the information contained or incorporated by reference in this pricing supplement and the
accompanying prospectus supplement and prospectus. We have not authorized anyone to provide you with information that is
different. This pricing supplement may only be used where it is legal to sell these securities. The information in this pricing
supplement may only be accurate on the date of this document.
References in this pricing supplement to "Disney," "the Company," "we," "us," "our" and similar references refer to The Walt
Disney Company, excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. In this pricing
supplement and the accompanying prospectus supplement and prospectus, unless otherwise specified or the context otherwise
requires, references to "U.S. dollars," "dollars," "$" and "U.S.$" are to the currency of the United States of America.
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DESCRIPTION OF THE NOTES
General
The 2015 Notes, the 2017 Notes, the 2022 Notes and the 2042 Notes will be part of a single series of the Company's senior debt
securities under the indenture (as defined in the accompanying prospectus supplement) designated as Medium-Term Notes, Series E.
The 2015 Notes, the 2017 Notes, the 2022 Notes and the 2042 Notes are sometimes referred to, individually, as a "tranche" of Notes.
The following summary of some of the provisions of the Notes and the indenture supplements and, to the extent inconsistent, replaces,
and should be read together with, the general description of some of the provisions of the Company's Medium-Term Notes, Series E,
appearing in the accompanying prospectus supplement under "Description of the Notes" and in the accompanying prospectus under
"Description of Debt Securities". The following summary is not complete and is subject to, and qualified in its entirety by reference
to, the indenture and the forms of the Notes, copies of which have been or will be filed or incorporated by reference as exhibits to the
registration statement of which this pricing supplement is a part or as exhibits to documents incorporated by reference in the
accompanying prospectus.
The 2015 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on December 1,
2015 and will bear interest from November 30, 2012 at the rate of 0.450% per annum. The 2017 Notes will be "fixed rate notes" as
defined in the accompanying prospectus supplement, will mature on December 1, 2017 and will bear interest from November 30,
2012 at the rate of 1.100% per annum. The 2022 Notes will be "fixed rate notes" as defined in the accompanying prospectus
supplement, will mature on December 1, 2022 and will bear interest from November 30, 2012 at the rate of 2.350% per annum. The
2042 Notes will be "fixed rate notes" as defined in the accompanying prospectus supplement, will mature on December 1, 2042 and
will bear interest from November 30, 2012 at the rate of 3.700% per annum. Interest on the Notes of each tranche will be computed
on the basis of a 360-day year of twelve 30-day months. The Notes will be denominated and payable in U.S. dollars and will be
offered and sold in denominations of $2,000 and any integral multiples of $1,000 in excess thereof. The Notes will not be entitled to
the benefit of any sinking fund and the Company will not be required to repurchase the Notes at the option of the holders.
Interest on the Notes of each tranche will be payable semiannually in arrears on June 1 and December 1 of each year,
commencing on June 1, 2013, to the persons in whose names such Notes (or one or more predecessor Notes of such tranche) are
registered at the close on business on the May 15 or November 15, as the case may be, immediately preceding the applicable interest
payment date.
Additional Amounts
The provisions described in the accompanying prospectus supplement under the caption "Description of the Notes--Payment of
Additional Amounts" will apply to the Notes; provided, that subparagraph (i) of such provisions (which subparagraph (i) appears on
page S-35 of the accompanying prospectus supplement) shall be amended and restated, solely insofar as it applies to the Notes, in its
entirety as follows (as used below, the term "Code" means the U.S. Internal Revenue Code of 1986, as amended):
"(i) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code ("FATCA"), any
Treasury Regulations or rulings promulgated thereunder, any treaty, law, regulation or other official guidance enacted in any
jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction
pursuant to the implementation of FATCA, or any other agreement pursuant to the implementation of FATCA; or"
PS-3
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Optional Redemption
The Notes of any tranche may be redeemed, in whole or in part, at the option of the Company, at any time or from time to time
prior to their stated maturity, at a redemption price equal to the greater of the following amounts:
(1) 100% of the principal amount of the Notes of such tranche to be redeemed; or
(2) as determined by the Independent Investment Banker (as defined below), the sum of the present values of the
remaining scheduled payments of principal of and interest on the Notes of such tranche to be redeemed (not including any
portion of any payments of interest accrued to the applicable redemption date) discounted to such redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
5 basis points in the case of the 2015 Notes, 10 basis points in the case of the 2017 Notes, 15 basis points in the case of the
2022 Notes or 15 basis points in the case of the 2042 Notes,
plus, in the case of both clauses (1) and (2) above, accrued and unpaid interest on the principal amount of the Notes of such tranche
being redeemed to such redemption date.
Notwithstanding the foregoing, installments of interest on the Notes of any tranche that are due and payable on an interest
payment date falling on or prior to a redemption date for the Notes of such tranche will be payable to the registered holders of such
Notes (or one or more predecessor Notes of such tranche) of record at the close of business on the relevant regular record date, all as
provided in the indenture.
"Treasury Rate" means, with respect to any redemption date for the Notes of any tranche, the rate per annum equal to the
semiannual equivalent yield to maturity 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.
The Treasury Rate will be calculated on the third business day preceding the applicable redemption date. As used in the
preceding sentence and in the definition of "Reference Treasury Dealer Quotation" below, the term "business day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New York.
"Comparable Treasury Issue" means, with respect to any redemption date for the Notes of any tranche, the United States Treasury
security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes of such
tranche 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 comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date for the Notes of any tranche, (i) if the Independent
Investment Banker obtains six Reference Treasury Dealer Quotations for that redemption date, the average of those Reference
Treasury Dealer Quotations after excluding the highest and lowest of those Reference Treasury Dealer Quotations, (ii) if the
Independent Investment Banker obtains fewer than six such Reference Treasury Dealer Quotations, the average of all of those
quotations, or (iii) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation, such quotation.
"Independent Investment Banker" means one of Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBS Securities Inc. and their
respective successors appointed by the Company to act as the Independent Investment Banker from time to time, or if any such firm is
unwilling or unable to serve in that capacity, an independent investment banking institution of national standing appointed by the
Company.
PS-4
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"Reference Treasury Dealer" means, with respect to any redemption date for the Notes of any tranche, Citigroup Global
Markets Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. LLC and RBS Securities Inc. and their respective successors; provided that, if any such firm ceases to be a primary
U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), the Company will substitute another Primary
Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date for the
Notes of any tranche, 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 5:00 p.m. (New York City time) on the third business day preceding that
redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of
the Notes of any tranche to be redeemed. If fewer than all of the Notes of any tranche and all Additional Notes (as defined in the
accompanying prospectus supplement), if any, with the same stated maturity and other terms (other than original issue date, issue price
and first payment of interest) as the Notes of such tranche are to be redeemed at any time, selection of such Notes and Additional
Notes, if any, for redemption will be made by the trustee (as defined in the accompanying prospectus supplement) by such method as
the trustee shall deem fair and appropriate.
Unless the Company defaults in payment of the redemption price, interest on each Note or portion thereof called for redemption
will cease to accrue on the applicable redemption date.
Redemption for Tax Purposes
The Company may, at its option, redeem, as a whole but not in part, the Notes of any tranche and all Additional Notes, if any,
with the same stated maturity and other terms (other than original issue date, issue price and first payment of interest) as the Notes of
such tranche at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the redemption
date on the other terms and subject to the conditions described in the accompanying prospectus supplement under the caption
"Description of the Notes--Redemption for Tax Purposes." Notwithstanding the foregoing, installments of interest that are due and
payable on an interest payment date falling on or prior to the redemption date of a Note of any tranche will be payable to the
registered holder of such Note (or one or more predecessor Notes of that tranche) of record at the close of business on the relevant
regular record date, all as provided in the indenture.
Material United States Federal Tax Considerations
For a discussion of the material United States federal tax considerations related to the acquisition, ownership and disposition of
the Notes please see "Material United States Federal Tax Considerations" in the accompanying prospectus supplement, as
supplemented by the discussion in the immediately following paragraphs captioned "Scheduled Increase in Backup Withholding
Rates," "Medicare Tax on Net Investment Income" and "Foreign Account Tax Compliance Act".
Scheduled Increase in Backup Withholding Rates. The backup withholding rate is currently 28% and is scheduled to increase
to 31% for payments on the Notes (including gross proceeds from a sale of the Notes) that are subject to backup withholding and are
made after December 31, 2012.
Medicare Tax on Net Investment Income. For taxable years beginning after December 31, 2012, a United States Holder (as
defined in the accompanying prospectus supplement) that is an individual or estate, or a trust that does not fall into a special class of
trusts that is exempt from such tax, will be
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subject to a 3.8% tax on the lesser of (1) the United States Holder's "net investment income" (in the case of individuals) or
"undistributed net investment income" (in the case of estates and trusts) for the relevant taxable year and (2) the excess of the United
States Holder's "modified adjusted gross income" (in the case of individuals) or "adjusted gross income" (in the case of estates and
trusts) for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000,
depending on the individual's circumstances). A United States Holder's net investment income generally will include its interest
income on the Notes and its net gains from the disposition of the Notes, unless such interest income or net gains are derived in the
ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading
activities). If you are a United States Holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding
the applicability of the Medicare tax to your income and gains in respect of your investment in the Notes.
Foreign Account Tax Compliance Act. On March 18, 2010, the Hiring Incentives to Restore Employment Act (the "HIRE
Act") was signed into law. Under certain circumstances, the HIRE Act will impose a withholding tax of 30% on payments of
U.S. source income on, and the gross proceeds from a disposition of, Notes made to certain foreign entities unless various information
reporting requirements are satisfied. These rules generally would apply to payments made after December 31, 2012. However, under
the HIRE Act, the withholding and reporting requirements generally will not apply to payments made on, or gross proceeds from a
disposition of, debt instruments, such as the Notes, outstanding as of March 18, 2012 (the "Grandfather Date"). Despite the
December 31, 2012 date set forth in the HIRE Act, the U.S. Internal Revenue Service (the "IRS") has issued proposed regulations and
preliminary guidance indicating that the withholding tax on U.S. source income will not be imposed with respect to payments made
prior to January 1, 2014 and that the withholding tax on gross proceeds from a disposition of debt instruments will not be imposed
with respect to payments made prior to January 1, 2017. In addition, proposed regulations would extend the Grandfather Date to
January 1, 2013. These proposed regulations would be effective once finalized. Prospective purchasers should consult their tax
advisors regarding the HIRE Act.
Book-Entry Notes
The Depositary, Clearstream and Euroclear. Upon issuance, the Notes of each tranche will be represented by one or more
fully registered global notes (the "Global Notes"). Each such Global Note will be deposited with, or on behalf of, The Depository
Trust Company or any successor thereto (the "Depositary"), as depositary, and registered in the name of Cede & Co. (the Depositary's
partnership nominee). Unless and until it is exchanged in whole or in part for Notes of the applicable tranche in definitive form under
the limited circumstances described in the accompanying prospectus supplement, a Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary.
Investors may elect to hold interests in the Global Notes through either the Depositary (in the United States) or through Clearstream
Banking, société anonyme, Luxembourg ("Clearstream") or Euroclear Bank S.A./NV, as operator of the Euroclear System
("Euroclear"), if they are participants in such systems, or indirectly through organizations which are participants in such systems.
Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's
and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on the books of the Depositary. 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").
Clearstream advises that it is incorporated as a professional depositary under the laws of Luxembourg. Clearstream holds
securities for its participating organizations ("Clearstream
PS-6
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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 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. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V., the operator
of Euroclear, to facilitate settlement of trades between Clearstream and Euroclear. As a professional depositary, Clearstream is
subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream Participants are
financial institutions around the world, including 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. Clearstream is an indirect participant in the Depositary.
Distributions with respect to the Global 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 Clearstream.
Euroclear advises that it was created 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"), under contract with Euroclear
Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not
the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. 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 Euroclear Operator advises that it is regulated and examined by the Belgian Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the Euroclear system, and applicable Belgian law (collectively,
the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts 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 through Euroclear Participants.
Distributions with respect to the Global Notes held beneficially through Euroclear will be credited to the cash accounts of
Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary of Euroclear.
Global Clearance and Settlement Procedures. Initial settlement for the Global Notes will be made in immediately available
funds. Secondary market trading between the Depositary's participants ("Depositary Participants") will occur in the ordinary way in
accordance with the Depositary's rules and
PS-7
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