Bond PepsicoCorp 3.625% ( US713448EU81 ) in USD

PepsicoCorp

100 % ▲

United States

US713448EU81 ( in USD )

3.625% per year ( payment 2 times a year)

18/03/2050

Prospectus brochure of the bond PepsiCo Inc US713448EU81 en USD 3.625%, maturity 18/03/2050

2 000 USD

1 500 000 000 USD

713448EU8

A+ ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

19/09/2025 ( In 47 days )

PepsiCo, Inc. 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.

A detailed examination of PepsiCo Inc.'s recent debt issuance reveals a significant offering in the fixed-income market, underscoring the global food and beverage conglomerate's ongoing capital management strategies. This particular bond, bearing the ISIN US713448EU81 and CUSIP 713448EU8, originates from the United States-based issuer, PepsiCo Inc., a company widely recognized for its extensive portfolio of iconic brands spanning beverages, snacks, and convenient foods, including Pepsi-Cola, Lay's, Gatorade, and Quaker Oats, reflecting its diversified revenue streams and strong market presence across more than 200 countries and territories. The bond is currently trading at par, indicated by its 100% market price, denominated in USD, and offers a fixed annual interest rate of 3.625%, with coupon payments scheduled semi-annually. Issued with a substantial total size of $1,500,000,000, the security has a long-term maturity date of March 18, 2050, providing investors with a stable income stream over an extended period. The minimum purchase size for this offering is set at $2,000, catering to a broad base of investors. Furthermore, the bond's creditworthiness is affirmed by strong investment-grade ratings from leading agencies, with Standard & Poor's (S&P) assigning an A+ and Moody's providing an A1 rating, both signifying PepsiCo Inc.'s robust financial health and its perceived low risk of default.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price
Amount of Registration Fee(1)

2.250% Senior Notes due 2025

$1,500,000,000

$194,700

2.625% Senior Notes due 2027

$500,000,000

$64,900

2.750% Senior Notes due 2030

$1,500,000,000

$194,700

3.500% Senior Notes due 2040

$750,000,000

$97,350

3.625% Senior Notes due 2050

$1,500,000,000

$194,700

3.875% Senior Notes due 2060

$750,000,000

$97,350

Total

$6,500,000,000

$843,700

(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. 333-234767
PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 18, 2019)
$6,500,000,000
PepsiCo, Inc.
$1,500,000,000 2.250% Senior Notes due 2025
$500,000,000 2.625% Senior Notes due 2027
$1,500,000,000 2.750% Senior Notes due 2030
$750,000,000 3.500% Senior Notes due 2040
$1,500,000,000 3.625% Senior Notes due 2050
$750,000,000 3.875% Senior Notes due 2060
We are offering $1,500,000,000 of our 2.250% senior notes due 2025 (the "2025 notes"), $500,000,000 of our 2.625% senior notes due 2027 (the "2027 notes"), $1,500,000,000
of our 2.750% senior notes due 2030 (the "2030 notes"), $750,000,000 of our 3.500% senior notes due 2040 (the "2040 notes"), $1,500,000,000 of our 3.625% senior notes due 2050
(the "2050 notes") and $750,000,000 of our 3.875% senior notes due 2060 (the "2060 notes," and together with the 2025 notes, 2027 notes, 2030 notes, 2040 notes and 2050 notes, the
"notes"). The 2025 notes will bear interest at a fixed rate of 2.250% per annum and will mature on March 19, 2025. The 2027 notes will bear interest at a fixed rate of 2.625% per
annum and will mature on March 19, 2027. The 2030 notes will bear interest at a fixed rate of 2.750% per annum and will mature on March 19, 2030. The 2040 notes will bear interest
at a fixed rate of 3.500% per annum and will mature on March 19, 2040. The 2050 notes will bear interest at a fixed rate of 3.625% per annum and will mature on March 19, 2050. The
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2060 notes will bear interest at a fixed rate of 3.875% per annum and will mature on March 19, 2060. We will pay interest on the notes on March 19 and September 19 of each year
until maturity, beginning on September 19, 2020. We may redeem some or all of any series of notes at any time and from time to time at the applicable redemption price for that series
described in this prospectus supplement. The notes will be unsecured obligations and rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The
notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks. See "Risk Factors" and "Our Business Risks" included in our annual report on Form 10-K for
the fiscal year ended December 28, 2019.

Public Offering
Underwriting
Proceeds, Before Expenses,

Price(1)

Discount(2)

to PepsiCo, Inc.(1)

Per 2025 note

99.929%

0.350%

99.579%

2025 notes total

$1,498,935,000

$5,250,000

$1,493,685,000

Per 2027 note

99.487%

0.400%

99.087%

2027 notes total

$497,435,000

$2,000,000

$495,435,000

Per 2030 note

99.463%

0.450%

99.013%

2030 notes total

$1,491,945,000

$6,750,000

$1,485,195,000

Per 2040 note

99.232%

0.625%

98.607%

2040 notes total

$744,240,000

$4,687,500

$739,552,500

Per 2050 note

99.474%

0.875%

98.599%

2050 notes total

$1,492,110,000

$13,125,000

$1,478,985,000

Per 2060 note

98.419%

0.875%

97.544%

2060 notes total

$738,142,500

$6,562,500

$731,580,000

Total

$6,462,807,500

$38,375,000

$6,424,432,500

(1)
Plus accrued interest from March 19, 2020, 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 March 19, 2020.
Joint Book-Running Managers
BofA Securities

Citigroup

J.P. Morgan
Senior Co-Managers
BNP PARIBAS

Deutsche Bank Securities

HSBC
Barclays

BBVA

TD Securities
Co-Managers
ANZ Securities

ING
PNC Capital Markets LLC

RBC Capital Markets

SOCIETE GENERALE

UBS Investment Bank

US Bancorp
Drexel Hamilton

Loop Capital Markets

Ramirez & Co., Inc.
The date of this prospectus supplement is March 17, 2020.
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
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incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

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

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Use of Proceeds

S-5
Description of Notes

S-5
United States Federal Income Tax Considerations
S-11
Underwriting
S-15
Legal Opinions
S-20
Independent Registered Public Accounting Firm
S-21
Where You Can Find More Information
S-22
Prospectus

The Company
1
About This Prospectus

1
Where You Can Find More Information

1
Special Note on Forward-Looking Statements

2
Risk Factors

3
Use of Proceeds

5
Description of Common Stock

6
Description of Debt Securities

9
Description of Warrants

22
Description of Units

23
Forms of Securities

24
Validity of Securities

26
Experts

26
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 28, 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
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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.
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PEPSICO, INC.
PepsiCo, Inc. was incorporated in Delaware in 1919 and reincorporated in North Carolina in 1986. We are a leading global food and beverage
company with a complementary portfolio of brands, including Frito-Lay, Gatorade, Pepsi-Cola, Quaker and Tropicana. Through our operations,
authorized bottlers, contract manufacturers and other third parties, we make, market, distribute and sell a wide variety of convenient beverages,
foods and snacks, serving customers and consumers in more than 200 countries and territories.
Our Operations
We are organized into seven 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;
4)
Latin America (LatAm), which includes all of our beverage, food and snack businesses in Latin America;
5)
Europe, which includes all of our beverage, food and snack businesses in Europe;
6)
Africa, Middle East and South Asia (AMESA), which includes all of our beverage, food and snack businesses in Africa, the Middle
East and South Asia; and
7)
Asia Pacific, Australia and New Zealand and China region (APAC), which includes all of our beverage, food and snack businesses
in Asia Pacific, Australia and New Zealand, and China region.
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
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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, Pasta Roni, Quaker Chewy granola bars,
Quaker grits, 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
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the Lipton brand name) and Starbucks, respectively. Further, PBNA manufactures and distributes certain brands licensed from Keurig
Dr Pepper Inc., including Crush, Dr Pepper and Schweppes, and certain juice brands licensed from Dole Food Company, Inc. and Ocean Spray
Cranberries, Inc. PBNA operates its own bottling plants and distribution facilities and sells branded finished goods directly to independent
distributors and retailers. PBNA also sells concentrate and finished goods for our brands to authorized and independent bottlers, who in turn sell
our branded finished goods to independent distributors and retailers in certain markets.
Latin America
Either independently or in conjunction with third parties, LatAm 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. LatAm 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, Gatorade, H2oh!, Manzanita Sol,
Mirinda, Pepsi, Pepsi Black, San Carlos and Toddy. These branded products are sold to authorized bottlers, independent distributors and retailers.
LatAm 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
Either independently or in conjunction with third parties, Europe 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. Europe 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, Europe operates its own bottling plants and distribution facilities. Europe 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, Europe makes, markets, distributes and sells a number of leading dairy products including Agusha, Chudo and Domik v
Derevne. Further, as part of its beverage business, Europe manufactures and distributes sparkling water makers through SodaStream International
Ltd.
Africa, Middle East and South Asia
Either independently or in conjunction with third parties, AMESA 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. AMESA also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished
goods under various beverage brands including 7UP, Aquafina, Mirinda, Mountain Dew and Pepsi. These branded products are sold to authorized
bottlers, independent distributors and retailers. In certain markets, however, AMESA operates its own bottling plants and distribution facilities.
AMESA 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).
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Asia Pacific, Australia and New Zealand and China Region
Either independently or in conjunction with third parties, APAC makes, markets, distributes and sells a number of leading snack food brands
including Cheetos, Doritos, Lay's and Smith's, as well as many Quaker branded cereals and snacks, through consolidated businesses, as well as
through noncontrolled affiliates. APAC also makes, markets, distributes and sells beverage concentrates, fountain syrups and finished goods under
various beverage brands including 7UP, Aquafina, Mirinda, Mountain Dew and Pepsi. These branded products are sold to authorized bottlers,
independent distributors and retailers. APAC 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, APAC licenses 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-4
Table of Contents
USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $6,424 million, after deducting underwriting discounts and
estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including the
repayment of commercial paper.
DESCRIPTION OF NOTES
General
The 2025 notes offered hereby will initially be limited to an aggregate principal amount of $1,500,000,000. The 2025 notes will bear interest
at a fixed rate of 2.250% per annum and will mature on March 19, 2025.
The 2027 notes offered hereby will initially be limited to an aggregate principal amount of $500,000,000. The 2027 notes will bear interest at
a fixed rate of 2.625% per annum and will mature on March 19, 2027.
The 2030 notes offered hereby will initially be limited to an aggregate principal amount of $1,500,000,000. The 2030 notes will bear interest
at a fixed rate of 2.750% per annum and will mature on March 19, 2030.
The 2040 notes offered hereby will initially be limited to an aggregate principal amount of $750,000,000. The 2040 notes will bear interest at
a fixed rate of 3.500% per annum and will mature on March 19, 2040.
The 2050 notes offered hereby will initially be limited to an aggregate principal amount of $1,500,000,000. The 2050 notes will bear interest
at a fixed rate of 3.625% per annum and will mature on March 19, 2050.
The 2060 notes offered hereby will initially be limited to an aggregate principal amount of $750,000,000. The 2060 notes will bear interest at
a fixed rate of 3.875% per annum and will mature on March 19, 2060.
The notes will bear interest from March 19, 2020, payable semi-annually on each March 19 and September 19, commencing on September 19,
2020, to the persons in whose names such notes are registered at the close of business on each March 5 and September 5, as the case may be
(whether or not a business day), immediately preceding such March 19 and September 19, respectively.
Each series of notes constitutes a single series of debt securities to be issued under an indenture dated May 21, 2007, between us and The
Bank of New York Mellon, as trustee. The indenture is more fully described in the accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of a series of notes, issue additional notes of such series having the same terms (except
issue date, date from which interest accrues and, in some cases, the first interest payment date) so that in either case the existing notes and the new
notes of such series form a single series under the indenture.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
We may redeem some or all of any series of notes at any time and from time to time at the redemption prices for such series described under
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"--Optional Redemption."
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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 February 19, 2025 (one month
prior to the maturity date of the 2025 notes) (the par call date for the 2025 notes) with respect to the 2025 notes, prior to January 19, 2027 (two
months prior to the maturity date of the 2027 notes) (the par call date for the 2027 notes) with respect to the 2027 notes, prior to December 19,
2029 (three months prior to the maturity date of the 2030 notes) (the par call date for the 2030 notes) with respect to the 2030 notes, prior to
September 19, 2039 (six months prior to the maturity date of the 2040 notes) (the par call date for the 2040 notes) with respect to the 2040 notes,
prior to September 19, 2049 (six months prior to the maturity date of the 2050 notes) (the par call date for the 2050 notes) with respect to the 2050
notes and prior to September 19, 2059 (six months prior to the maturity date of the 2060 notes) (the par call date for the 2060 notes) with respect to
the 2060 notes, at a redemption price equal to the greater of:
·
100% of the principal amount of such notes of such series being redeemed; 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 such series of notes matured on the applicable par call date, discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
25 basis points for the 2025 notes, 30 basis points for the 2027 notes, 30 basis points for the 2030 notes, 30 basis points for the 2040
notes, 30 basis points for the 2050 notes and 35 basis points for the 2060 notes,
plus in each case accrued and unpaid interest to the date of redemption.
Each series of notes will be redeemable as a whole or in part, at our option, at any time and from time to time on or after the applicable par
call date for such series, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest
to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the series of notes to be redeemed, assuming for such purpose that such
series of notes matured on the applicable par call date (the "Remaining Term"), that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the Remaining Term.
"Comparable Treasury Price" means, with respect to any redemption date for any series of notes, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the
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
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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
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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 any series of notes, the rate per annum equal to the semiannual equivalent
yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
Notice of any redemption will be transmitted at least 15 days but not more than 60 days before the redemption date to each holder of the series
of notes to be redeemed. If fewer than all of a series of notes are to be redeemed, the particular notes of such series to be redeemed, in the case of
global notes, shall be selected in accordance with the procedures of DTC. In the case of physical notes in definitive form such selection shall be
done by the trustee by lot. If any note is to be redeemed only in part, the notice of redemption that relates to such note shall state the principal
amount thereof to be redeemed. A new note in principal amount equal to and in exchange for the unredeemed portion of the principal of the note
surrendered may be issued in the name of the holder of the note upon surrender of the original note.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes of a series or
portions thereof called for redemption.
The trustee will not be responsible for calculating the redemption price of the notes or portions thereof called for redemption.
Book-Entry System
The notes of each series will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company
("DTC"). One or more fully registered certificates will be issued as global notes in the aggregate principal amount of the notes of each series. Such
global notes will be deposited with or on behalf of DTC and may not be transferred except as a whole by DTC to a nominee of DTC or by a
nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee to a successor of DTC or a nominee of such successor.
So long as DTC, or its nominee, is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole
owner or holder of the notes represented by such global note for all purposes under the indenture. Except as set forth in the accompanying
prospectus, owners of beneficial interests in a global note will not be entitled to have the notes represented by such global note registered in their
names, will not receive or be entitled to receive physical delivery of such notes in definitive form and will not be considered the owners or holders
thereof under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC for such
global note and, if such person is not a participant in DTC (as described below), on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the indenture.
Owners of beneficial interests in a global note may elect to hold their interests in such global note either in the United States through DTC or
outside the United States through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank, S.A./N.V., or its successor, as
operator of the Euroclear System ("Euroclear"), if they are a participant of such system, or indirectly through organizations that are participants in
such systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of
Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants' customers' securities accounts.
Citibank, N.A. will act as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as depositary for Euroclear (in such capacities, the
"U.S. Depositaries").
As long as the notes of a series are represented by the global notes, we will pay principal of and interest on those notes to or as directed by
DTC as the registered holder of the global notes. Payments
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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
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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 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
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domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"). All operations are conducted
by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator.
Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and
may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship
with a Euroclear Participant, either directly or indirectly.
The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms
and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these
terms and conditions govern:
·
transfers of securities and cash within Euroclear;
·
withdrawal of securities and cash from Euroclear; and
·
receipt of payments with respect to securities in Euroclear.
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.
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Settlement
Investors in the notes of each series will be required to make their initial payment for the notes of such series in immediately available funds.
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in
immediately available funds. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary
way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant
European international clearing system by the U.S. depositary for such clearing system; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to the U.S. Depositary to take action to effect final settlement on its behalf by
delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will
be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any
transactions in such notes settled during such processing will be reported to the relevant Clearstream Participants or Euroclear Participants on such
business day. Cash received in Clearstream or Euroclear as a result of
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sales of notes by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in
DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be
discontinued at any time. See "Forms of Securities" in the accompanying prospectus.
The information in this section concerning DTC, Clearstream, Euroclear and DTC's book-entry system has been obtained from sources that
we believe to be reliable (including DTC, Clearstream and Euroclear), but we take no responsibility for the accuracy thereof.
Neither we, the trustee nor the underwriters will have any responsibility or obligation to participants, or the persons for whom they act as
nominees, with respect to the accuracy of the records of DTC, its nominee or any participant with respect to any ownership interest in the notes or
payments to, or the providing of notice to participants or beneficial owners.
For other terms of the notes, see "Description of Debt Securities" in the accompanying prospectus.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following sets forth the material U.S. federal income tax consequences of ownership and disposition of the notes, but does not purport to
be a complete analysis of all potential tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations promulgated or proposed thereunder, administrative pronouncements and judicial decisions, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis. This discussion applies only to notes that meet the following
conditions:
·
they are purchased by those initial holders who purchase notes at the "issue price," which will equal the first price to the public (not
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Document Outline

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