Obligation BHP Ltd. 5% ( US055451AV01 ) en USD

BHP Ltd.

95.3096 % ▼

Australie

US055451AV01 ( en USD )

5% par an ( paiement semestriel )

29/09/2043

Prospectus brochure de l'obligation BHP GROUP US055451AV01 en USD 5%, échéance 29/09/2043

055451AV0

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

30/03/2026 ( Dans 106 jours )

BHP Group est une société minière multinationale australienne cotée à la bourse d'Australie et de Londres, spécialisée dans l'extraction et la production de matières premières telles que le fer, le cuivre, le charbon métallurgique, le nickel, le manganèse, le potasse et le pétrole et gaz naturel.

L'obligation BHP GROUP (US055451AV01, CUSIP 055451AV0), émise en Australie et libellée en USD, affiche un prix actuel de marché de 95.7011%, offre un taux d'intérêt de 5% avec des paiements semestriels, et arrive à échéance le 29 septembre 2043, bénéficiant d'une notation A- par S&P et A1 par Moody's.

Form 424(B)(2)
http://www.sec.gov/Archives/edgar/data/811809/000119312513380877/...
424B2 1 d506558d424b2.htm FORM 424(B)(2)
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Proposed Maximum
Title of each Class of Securities to be
Amount to be
Offering
Aggregate Offering
Amount of
Registered

Registered

Price

Price

Registration Fee
U.S. 2.050% Notes due 2018

$ 500,000,000
99.854%
$ 499,270,000
$
68,101(1)
U.S. 3.850% Notes due 2023

$1,500,000,000
99.877%
$ 1,498,155,000
$
204,349(1)
U.S. 5.000% Notes due 2043

$2,500,000,000
99.985%
$ 2,499,625,000
$
340,949(1)
U.S. Floating Rate Notes due 2016

$ 500,000,000
100%

$ 500,000,000
$
68,200(1)
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-183951
333-183951-01
333-183951-02

PROSPECTUS SUPPLEMENT
(to Prospectus dated September 18, 2012)

BHP Billiton Finance (USA) Limited
US$500,000,000 2.050% Senior Notes due 2018
US$1,500,000,000 3.850% Senior Notes due 2023
US$2,500,000,000 5.000% Senior Notes due 2043
US$500,000,000 Senior Floating Rate Notes due 2016
Fully and unconditionally guaranteed by
BHP Billiton Plc and BHP Billiton Limited
BHP Biliton Finance (USA) Limited is seling US$500,000,000 aggregate principal amount of 2.050% senior notes due 2018, US$1,500,000,000
aggregate principal amount of 3.850% senior notes due 2023, US$2,500,000,000 aggregate principal amount of 5.000% senior notes due 2043
(col ectively, the "fixed rate notes") and US$500,000,000 aggregate principal amount of senior floating rate notes due 2016. BHP Bil iton Finance (USA)
wil pay interest on the fixed rate notes semi-annual y in arrears on March 30 and September 30 of each year, beginning on March 30, 2014 until, and
including, the respective maturity date. BHP Bil iton Finance (USA) wil pay interest on the senior floating rate notes on March 30, June 30, September
30 and December 30 of each year, beginning on December 30, 2013 until, and including, their maturity date.
The notes wil be issued by BHP Bil iton Finance (USA) and wil be guaranteed by each of BHP Bil iton Limited, an Australian limited company, and BHP
Bil iton Plc, an English public limited company. The notes wil rank equal y in right of payment with al of the issuer's other unsecured and unsubordinated
debt obligations. The guarantees wil rank equally in the right of payment with each guarantor's other unsecured and unsubordinated debt obligations.
BHP Bil iton Finance (USA) wil make payments of principal and interest on the notes, and the guarantors wil make any payments coming due under the
guarantees, free and clear of, and without withholding or deduction for, any Australian and United Kingdom taxes. In the event that payments of principal
and interest on the notes or the guarantees become subject to Australian or United Kingdom withholding tax, BHP Bil iton Finance (USA) or the
guarantors, as applicable, wil pay additional amounts so that the amount received by holders of notes after withholding tax wil equal the amount that
would have been received had no withholding tax been applicable, subject to some exceptions described in the attached prospectus.
Each series of the fixed rate notes wil be redeemable by BHP Bil iton, at its option, in whole or in part, at any time at the redemption price determined
under "Description of Notes--Optional make-whole redemption."
In the event that changes in withholding tax law, treaties or interpretations require BHP Bil iton Finance (USA) or the guarantors to pay these additional
amounts, it may redeem the notes before their stated maturity at a price equal to 100% of their principal amount plus accrued interest to, but not
including, the redemption date.
See "Risk Factors" beginning on page 1 of the attached prospectus for a discussion of material risks that you should consider before deciding
whether to invest in the notes.
Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these securities, or
passed upon the accuracy or adequacy of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal
offence.

Price to
Underwriters'
Proceeds to the Issuer

Investors
Discount

(before expenses)
Per 2.050% senior notes due 2018

99.854%

0.350%

99.504%
Per 3.850% senior notes due 2023

99.877%

0.450%

99.427%
Per 5.000% senior notes due 2043

99.985%

0.875%

99.110%
Per senior floating rate notes due 2016

100%

0.250%

99.750%
Total

$4,997,050,000
$ 31,625,000
$
4,965,425,000
Interest on the notes wil accrue from and including the delivery date.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes in book-entry form through the
facilities of The Depository Trust Company and its participants, including Euroclear and Clearstream, Luxembourg, on or about September 30, 2013.

Bookrunners

Barclays

Goldman, Sachs & Co.

J.P. Morgan
September 25, 2013.
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Form 424(B)(2)
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this prospectus supplement

S-1
Forward-looking statements

S-1
Credit ratings

S-2
Incorporation by reference

S-2
Where you can find additional information

S-3
Summary

S-4
The offering

S-5
Use of proceeds

S-9
Ratio of earnings to fixed charges

S-9
Capitalization and indebtedness

S-10
Selected consolidated financial information

S-11
Description of Notes

S-13
Material tax considerations

S-17
Underwriting

S-18
Legal matters

S-22
Experts

S-22
Prospectus

RISK FACTORS

1

ABOUT THIS PROSPECTUS

3

WHERE YOU CAN FIND MORE INFORMATION ABOUT THE BHP BILLITON GROUP

3

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

5

THE BHP BILLITON GROUP

6

BHP BILLITON FINANCE (USA) LIMITED

7

ENFORCEMENT OF CIVIL LIABILITIES

8

DESCRIPTION OF DEBT SECURITIES THAT WE MAY OFFER

9

CLEARANCE AND SETTLEMENT

27

MATERIAL TAX CONSEQUENCES

32

PLAN OF DISTRIBUTION

40

VALIDITY OF THE SECURITIES

41

EXPERTS

42

You should read this prospectus supplement along with the attached prospectus. Both documents contain information you should consider when making your
investment decision. You should rely on the information contained in or incorporated by reference into this prospectus supplement and the attached prospectus. We have
not, and the underwriters have not, authorized any other person to provide you with different information. If anyone does provide you with different or inconsistent
information, you may not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement and the attached prospectus is accurate only as of the date on the bottom of
the front cover of this prospectus supplement. Our business, financial condition, results of operations and prospects may have changed since that date.
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ABOUT THIS PROSPECTUS SUPPLEMENT
In this prospectus supplement, the terms "we," "our," "us," "BHP Billiton" and "BHP Billiton Group" refer to BHP Billiton Limited and BHP Billiton Plc,
together with their respective subsidiaries (including the issuer). "BHP Billiton Limited Group" refers to the group that is BHP Billiton Limited and its subsidiary
companies. "BHP Billiton Plc Group" refers to the group that is BHP Billiton Plc and its subsidiary companies. "BHP Billiton Limited" refers to the parent entity that
was formerly BHP Limited before the implementation of the dual listed company structure and "BHP Billiton Plc" refers to the parent entity that was formerly Billiton
Plc before the implementation of the dual listed company structure. We refer to BHP Billiton Finance (USA) Limited as "BHP Billiton Finance (USA)" or the "issuer."
We refer to BHP Billiton Limited and BHP Billiton Plc together as the "guarantors."
This prospectus supplement contains the terms for this offering of notes. This prospectus supplement, or the information incorporated by reference in this
prospectus supplement, may add, update or change information in, or incorporated by reference into, the attached prospectus. If information in this prospectus
supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the information in the attached prospectus, then the
information in, or incorporated by reference into, this prospectus supplement, will apply and will supersede that information in, or incorporated by reference into, the
attached prospectus. Capitalized terms used but not defined in this prospectus supplement have the meanings given to those terms in the attached prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the attached prospectus in
making your investment decision. You should also read and consider the information in the documents we have referred you to under "Where you can find additional
information."
FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement may constitute "forward-looking statements" (within the meaning
of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934), which are subject to various risks and uncertainties.
These statements can be identified by the use of forward-looking terminology such as "intend," "aim," "project," "anticipate," "estimate," "plan," "believe" "expect,"
"may," "should," "will," "continue," or other similar words. These statements discuss future expectations concerning the results of operations or financial condition, or
provide other forward-looking statements. Our actual results, performance or achievements could be significantly different from the results expressed in, or implied by,
those forward-looking statements. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made.
These statements include, but are not limited to, the information regarding:

· trends in commodity prices and currency exchange rates;

· demand for commodities;

· plans, strategies and objectives of management;

· divestment of assets or closure of certain operations or facilities (including associated costs);

· anticipated production or construction commencement dates;

· capital costs and scheduling;

· operating costs;

· anticipated productive lives of projects, mines and facilities;

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· provisions and contingent liabilities; and

· tax and regulatory developments.
These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors,
many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this prospectus
supplement or the attached prospectus (including the documents incorporated by reference herein). When considering these forward-looking statements, you should keep
in mind the cautionary statements contained or incorporated by reference in this prospectus supplement and the attached prospectus. These statements describe
circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.
For example, our future revenues from our operations, projects or mines described in this prospectus supplement and the attached prospectus (including the
documents incorporated by reference herein) will be based, in part, upon the market price of the minerals, metals or petroleum produced, which may vary significantly
from current levels. These variations, if materially adverse, may affect the timing or the feasibility of the development of a particular project, the expansion of certain
facilities or mines, or the continuation of existing operations.
Other factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of operations, mines or
facilities include our ability to profitably produce and transport the minerals, petroleum and/or metals extracted to applicable markets; the impact of foreign currency
exchange rates on the market prices of the minerals, petroleum or metals we produce; activities of government authorities in some of the countries where we are
exploring or developing these projects, facilities or mines, including increases in taxes, changes in environmental and other regulations and political uncertainty; labour
unrest; and other factors identified in the risk factors within our Annual Report on Form 20-F for the fiscal year ended June 30, 2013, as incorporated by reference
herein. We cannot assure you that our estimated economically recoverable reserve figures, closure or divestment of operations or facilities, including associated costs,
actual production or commencement dates, cost or production output, or anticipated lives of the projects, mines and facilities discussed will not differ materially from
the statements contained in, or incorporated by reference in, this prospectus supplement and the attached prospectus.
Except as required by applicable regulations or by law, we do not undertake any obligation to publicly update or review any forward-looking statements,
whether as a result of new information or future events.
CREDIT RATINGS
The credit ratings ascribed to us are intended to reflect our ability to meet our payment obligations in respect of the notes and the guarantees, and may not reflect
the potential impact of any changes in future expectations concerning our results of operations or financial condition, risks related to our business structure and other
factors on the value of the notes. In addition, actual or anticipated changes in our credit ratings may generally be expected to affect the market value of the notes. There
can be no assurance that our credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely if, in
the applicable rating agency's judgment, circumstances so warrant.
INCORPORATION BY REFERENCE
The SEC allows BHP Billiton Limited and BHP Billiton Plc to "incorporate by reference" the information each of them files or furnishes with the SEC. This
permits BHP Billiton Limited and BHP Billiton Plc to disclose

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important information to you by referring you to these filed or furnished documents. Any information referenced in this way is considered part of this prospectus
supplement and the attached prospectus, and any information that we file or furnish with the SEC subsequent to this prospectus supplement and incorporate by reference
into this prospectus supplement and the attached prospectus will automatically be deemed to update and supersede this information, as described in more detail below.
We incorporate by reference the following documents that have been filed or furnished with the SEC:

· The Annual Report on Form 20-F of BHP Billiton Limited and BHP Billiton Plc for the fiscal year ended June 30, 2013.
Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of the registration statement, this prospectus supplement and the attached prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement, this prospectus
supplement or the attached prospectus.
We will provide without charge, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus supplement and
the attached prospectus, other than exhibits which are specifically incorporated by reference in such documents. Requests should be directed to BHP Billiton, 171
Collins Street, Melbourne, Victoria 3000, Australia; telephone: +61 1300 554 757 (within Australia); +61 3 9609 3015 (outside Australia).
WHERE YOU CAN FIND ADDITIONAL INFORMATION
BHP Billiton Limited and BHP Billiton Plc file or furnish annual and other reports and other information with the SEC. You may read and copy any document
that BHP Billiton Limited or BHP Billiton Plc has filed or furnished at the SEC's public reference room located at 100 F Street, NE Washington, DC 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports
filed or furnished by us. Such documents are only incorporated by reference to the extent set forth herein. See "Incorporation by reference."
American Depositary Shares ("ADSs") representing ordinary shares of BHP Billiton Limited, evidenced by American Depositary Receipts ("ADRs"), are listed
on the New York Stock Exchange, and its ordinary shares are listed on the Australian Securities Exchange ("ASX"). ADSs representing ordinary shares of BHP Billiton
Plc, evidenced by ADRs, are listed on the New York Stock Exchange ("NYSE"), and its ordinary shares are admitted to the Official List of the Financial Conduct
Authority in its capacity as competent authority under the United Kingdom Financial Services and Markets Act 2000, referred to as the UK Financial Conduct Authority,
and the London Stock Exchange Plc for trading on the London Stock Exchange's Regulated Market. You can consult reports and other information about BHP Billiton
Limited that it has filed pursuant to the rules of the NYSE and the ASX, and about BHP Billiton Plc that it has filed pursuant to the rules of the NYSE and the UK
Financial Conduct Authority, at those exchanges or authority. Such documents are not incorporated into this prospectus supplement and the attached prospectus.
We will make available to the holders of the notes, at the corporate trust office of the trustee under the indenture governing the notes, copies of the indenture as
well as our most recent annual report on Form 20-F, including a review of operations, and annual audited consolidated financial statements prepared in conformity with
International Financial Reporting Standards as issued by the International Accounting Standards Board, or IFRS. We will also make available at the corporate trust
office of the trustee our semi-annual consolidated financial statements, prepared in accordance with IFRS. We have not provided, and do not intend to provide, a
reconciliation of our financial results to generally accepted accounting principles in the United States.

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SUMMARY
The BHP Billiton Group
We are BHP Billiton, a leading global resources company. Our purpose is to create long-term shareholder value through the discovery, acquisition,
development and marketing of natural resources.
Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity, geography and market.
This strategy means more predictable company performance over time which, in turn, underpins the creation of long-term sustainable value for our
shareholders, customers, employees and the communities in which we operate. We aim to deliver long-term sustainable value rather than being focused on
short-term returns.
We are among the world's top producers of major commodities, including iron ore, metallurgical and energy coal, conventional and unconventional oil and
gas, copper, aluminium, manganese, uranium, nickel and silver.
The Group is headquartered in Melbourne, Australia, and consists of the BHP Billiton Limited Group and the BHP Billiton Plc Group as a combined
enterprise, following the completion of the Dual Listed Company (DLC) merger in June 2001.
BHP Billiton Limited and BHP Billiton Plc have each retained their separate corporate identities and maintained their separate stock exchange listings, but
they are operated and managed as a single unified economic entity, with their boards and senior executive management comprising the same people.
BHP Billiton Limited has a primary listing on the ASX in Australia and BHP Billiton Plc has a premium listing on the UK Listing Authority's Official List
and its ordinary shares are admitted to trading on the London Stock Exchange in the United Kingdom. BHP Billiton Plc also has a secondary listing on the
Johannesburg Stock Exchange in South Africa. In addition, BHP Billiton Limited ADRs and BHP Billiton Plc ADRs trade on the NYSE in the United States.
As at September 20, 2013, we had a market capitalization of approximately US$173.1 billion. For the fiscal year ended June 30, 2013, we reported net
operating cash flow of US$18.3 billion, profit attributable to shareholders of US$10.9 billion and revenue of US$66.0 billion. We have approximately 128,800
employees and contractors working at 141 locations in 26 countries.
Our assets, operations and interests are separated into five business units. These Businesses are: Petroleum and Potash; Copper; Iron Ore; Coal; and
Aluminium, Manganese and Nickel.
The issuer
BHP Billiton Finance (USA) Limited, a corporation organized under the laws of the Commonwealth of Australia, is a wholly-owned finance subsidiary of
BHP Billiton Limited. BHP Billiton Finance (USA) was formed for the purpose of borrowing on behalf of the BHP Billiton Group and advancing the net proceeds
of such borrowings to members of the BHP Billiton Group. The principal executive offices of BHP Billiton Finance (USA) are located at 171 Collins Street,
Melbourne, Victoria 3000, Australia. The issuer's telephone number is +61 1300 554 757.
BHP Billiton Finance (USA) is empowered under its constitution to borrow or raise money in such manner as it sees fit and in particular by the issue of
debentures or other securities, such as the notes.

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THE OFFERING

Notes Being Offered
2.050% senior notes due 2018 (the "2018 fixed rate notes"), 3.850% senior notes due 2023 (the
"2023 fixed rate notes"), 5.000% senior notes due 2043 (the "2043 fixed rate notes"), and senior
floating rate notes due 2016 (the " 2016 floating rate notes" and, together with the fixed rate notes,
the "notes").

Issuer
BHP Billiton Finance (USA) Limited.

Guarantors
BHP Billiton Plc and BHP Billiton Limited.

Principal Amount
2018 fixed rate notes: US$500,000,000 aggregate principal amount.
2023 fixed rate notes: US$1,500,000,000 aggregate principal amount.
2043 fixed rate notes: US$2,500,000,000 aggregate principal amount.
2016 floating rate notes: US$500,000,000 aggregate principal amount.

Issue Price
2018 fixed rate notes: 99.854%.
2023 fixed rate notes: 99.877%.
2043 fixed rate notes: 99.985%.
2016 floating rate notes: 100%.

Maturity Date
2018 fixed rate notes: September 30, 2018.
2023 fixed rate notes: September 30, 2023.
2043 fixed rate notes: September 30, 2043.
2016 floating rate notes: September 30, 2016.

Interest Rate
The 2018 fixed rate notes will bear interest at the rate of 2.050% per year from September 30, 2013,
based upon a 360-day year consisting of twelve 30-day months.

The 2023 fixed rate notes will bear interest at the rate of 3.850% per year from September 30, 2013,

based upon a 360-day year consisting of twelve 30-day months.

The 2043 fixed rate notes will bear interest at the rate of 5.000% per year from September 30, 2013,

based upon a 360-day year consisting of twelve 30-day months.

The 2016 floating rate notes will bear interest at a rate per year, reset quarterly, equal to LIBOR plus

0.25%, as determined by the calculation agent, based upon a 360-day year.

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Interest Payment Dates
Interest on the fixed rate notes will be payable semi-annually in arrears on March 30 and
September 30 of each year, commencing March 30, 2014 and ending on the respective maturity date.
The record dates for interest payments will be March 15 and September 15.
Interest on the 2016 floating rate notes will be payable quarterly in arrears on each of March 30,
June 30, September 30 and December 30, of each year, beginning December 30, 2013 and ending on
their maturity date. The record dates for the interest payments will be close of business the 15th
calendar day prior to the interest payment date.

Ranking
The notes will be unsecured obligations of BHP Billiton Finance (USA) and will rank equally in
right of payment with all other unsecured and unsubordinated debt obligations of BHP Billiton
Finance (USA), and the guarantees will be unsecured obligations of BHP Billiton Plc and BHP
Billiton Limited and will rank equally in right of payment with all other unsecured and
unsubordinated debt obligations of BHP Billiton Plc and BHP Billiton Limited, except, in each case,
indebtedness given preference by applicable law.

Use of Proceeds
We anticipate the net proceeds from the issue and sale of the notes, after deducting underwriting
discounts and commissions and our estimated expenses, will be approximately US$4,964,900,000.
We intend to use the net proceeds from the offering of the notes for general corporate purposes. See
"Use of Proceeds".

Further Issues
We may from time to time, without notice to or the consent of the holders of the notes, create and
issue additional debt securities having the same terms as and ranking equally and ratably with the
notes in all respects, as described more fully in "Description of Debt Securities That We May
Offer--Default and Related Matters--Further Issues" on page 25 in the attached prospectus.

Additional Amounts
In the event that certain Australian or United Kingdom withholding taxes are required to be withheld
or deducted from payments on the notes or guarantees, we will, subject to customary exceptions, pay
such additional amounts as will result, after deduction or withholding of such taxes, in the payment of
the amounts which would have been payable in respect of the notes or guarantees had no such
withholding or deduction been required. See "Description of Debt Securities That We May Offer--
Special Situations--Payment of Additional Amounts" on page 18 in the attached prospectus.

Optional Make-Whole Redemption
The fixed rate notes will be redeemable at our option, in whole or in part, at any time. See
"Description of Notes--Optional make-whole redemption" beginning on page S-13 of this
prospectus supplement. Upon redemption, we will pay a redemption price equal to the greater

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of (i) 100% of the principal amount of the notes to be redeemed and (ii) as certified to the trustee by
us, the sum of the present values of the Remaining Scheduled Payments (as defined in this prospectus
supplement) of principal and interest on the relevant series of notes (excluding any interest accrued
as of the date of redemption) discounted to the date of redemption on a semi- annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in this
prospectus supplement) plus a spread of 15 basis points in the case of the 2018 fixed rate notes, 20
basis points in the case of the 2023 fixed rate notes and 20 basis points in the case of the 2043 fixed

rate notes, together with accrued interest on the principal amount of the notes to be redeemed to the
date of redemption. The "Comparable Treasury Issue" for purposes of the definition contained in
"Description of Notes--Optional make-whole redemption" will be the U.S. Treasury security
selected by the Independent Investment Banker (as defined in this prospectus supplement) as having a
maturity comparable to the remaining term of the notes to be redeemed 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 the notes to be redeemed.

Optional Redemption for Tax Reasons
The notes may be redeemed at our option in whole but not in part, at the principal amount thereof
plus accrued interest and any additional amounts due on the date fixed for redemption if certain
events occur that would cause us to become obligated to pay additional amounts as described under
"Description of Debt Securities That We May Offer--Special Situations--Optional Tax
Redemption" on page 17 in the attached prospectus.

Form, Denomination and Registration of Notes
We will issue the notes as global notes registered in the name of The Depository Trust Company
(DTC) or its nominee. Investors may hold book-entry interests in a global note through organizations
that participate, directly or indirectly, in the DTC system. Book-entry interests in the global notes and
all transfers relating to the global notes will be reflected in the book-entry records of DTC or its
nominee. Book-entry interests in the notes will be issued in minimum denominations of US$2,000
and in integral multiples of US$1,000 in excess thereof.

Clearance and Settlement
The distribution of the notes will be cleared through DTC. Any secondary market trading of
book-entry interests in the notes will take place through DTC participants, including Euroclear and
Clearstream, Luxembourg and will settle in same-day funds through DTC's same-day funds
settlement system. The CUSIP number for the 2018 fixed rate notes is 055451 AT5 and the ISIN is
US055451AT54. The CUSIP number for the 2023 fixed rate notes is 055451 AU2 and the ISIN is
US055451AU28. The CUSIP number for the 2043 fixed rate

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