Obligation ComcastX 3% ( US20030NBX84 ) en USD

ComcastX

100 % ▼

Etas-Unis

US20030NBX84 ( en USD )

3% par an ( paiement semestriel )

01/02/2024 - Obligation échue

Prospectus brochure de l'obligation Comcast US20030NBX84 en USD 3%, échue

1 000 USD

1 250 000 000 USD

20030NBX8

N/A

Comcast est une entreprise américaine de médias et de télécommunications offrant des services de télévision par câble, d'internet haut débit, de téléphonie et de services sans fil.

L'Obligation émise par ComcastX ( Etas-Unis ) , en USD, avec le code ISIN US20030NBX84, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2024

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424B2 1 d273360d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title Of Each Class Of
Aggregate
Amount Of
Securities To Be Registered

Offering Price
Registration Fee(1)
3.00% Notes due 2024

$1,250,000,000
$144,875
3.30% Notes due 2027

$1,250,000,000
$144,875

Total

$2,500,000,000
$289,750

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-212719
PROSPECTUS SUPPLEMENT
(To prospectus dated July 28, 2016)

$1,250,000,000 3.00% Notes due 2024
$1,250,000,000 3.30% Notes due 2027

The Notes due 2024 will bear interest at a rate of 3.00% per year and will mature on February 1, 2024 and the Notes due 2027 will bear
interest at a rate of 3.30% per year and will mature on February 1, 2027. We refer to the Notes due 2024 and the Notes due 2027 collectively as the
"notes." We will pay interest on the notes on February 1 and August 1 of each year, beginning August 1, 2017. We may redeem any of the notes at
any time by paying the applicable Redemption Price described under the heading "Description of the Notes--Optional Redemption."
The notes will be unsecured and will rank equally with all of our and our guarantors' unsecured and unsubordinated indebtedness. The notes
will be fully and unconditionally guaranteed by our wholly-owned subsidiaries named in this prospectus supplement and in the accompanying
prospectus.

Investing in these securities involves certain risks. See "Item 1A--Risk Factors" beginning on page 25 of
Comcast Corporation's ("Comcast") Annual Report on Form 10-K for the year ended December 31, 2015,
which is incorporated by reference herein.

Proceeds to Us
Underwriters'
Before

Price to Investors

Discount

Expenses

Per note due 2024(1)

99.809%

0.350%

99.459%
Total

$1,247,612,500
$4,375,000
$1,243,237,500
Per note due 2027(1)

99.803%

0.450%

99.353%
Total

$1,247,537,500
$5,625,000
$1,241,912,500

(1)
Plus accrued interest, if any, from January 10, 2017, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
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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 be ready for delivery only through The Depository Trust Company and its participants, including Euroclear SA/NV
("Euroclear") and Clearstream Banking SA ("Clearstream"), in book-entry form on or about January 10, 2017.
Joint Book-Running Managers

BNP PARIBAS

Credit Suisse

Wells Fargo Securities
BofA Merrill Lynch

RBC Capital Markets

TD Securities

Co-Managers

Barclays

Citigroup

Deutsche Bank Securities
Goldman, Sachs & Co.

J.P. Morgan

Mizuho Securities
Morgan Stanley

SMBC Nikko
COMMERZBANK

DNB Markets
PNC Capital Markets LLC

US Bancorp
ICBC

SOCIETE GENERALE
Allen & Company LLC

Evercore ISI
Academy Securities

CastleOak Securities, L.P.

C.L. King & Associates
Loop Capital Markets

MFR Securities, Inc.

Mischler Financial Group, Inc.
Ramirez & Co., Inc.

The Williams Capital Group, L.P.

The date of this prospectus supplement is January 5, 2017.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Where You Can Find More Information

ii
Prospectus Supplement Summary
S-1
Use of Proceeds
S-4
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends
S-5
Description of the Notes
S-6
Material U.S. Federal Income Tax Consequences for Non-U.S. Holders
S-11
Underwriting
S-14
Legal Matters
S-19
Experts
S-19
Prospectus

The Companies

1
Caution Concerning Forward-Looking Statements

3
Use of Proceeds

5
Dividend Policy

5
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends

5
Description of Debt Securities and Guarantees

6
Global Securities

19
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Description of Capital Stock

21
Plan of Distribution

23
Legal Matters

24
Experts

24
Available Information

24
Incorporation of Certain Documents by Reference

25
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or the free writing prospectus prepared by or on behalf of us or to which
we have referred you. We and the underwriters 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 these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any
related free writing prospectus and the documents incorporated by reference herein or therein is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information
to you by referring you directly to those documents. The information incorporated by reference is considered to be part of this prospectus
supplement. In addition, information we file with the SEC in the future will automatically update and supersede information contained in this
prospectus supplement and the accompanying prospectus.
This prospectus supplement incorporates by reference the documents of Comcast and NBCUniversal Media, LLC ("NBCUniversal") set forth
below that we or NBCUniversal have previously filed with the SEC:

· Comcast's and NBCUniversal's combined Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 5,

2016.

· Comcast's and NBCUniversal's combined Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and

September 30, 2016 filed on April 27, 2016, July 27, 2016 and October 26, 2016, respectively.

· Comcast's Current Reports on Form 8-K and amendments thereto filed on February 17, 2016, February 23, 2016, March 30, 2016, May

24, 2016, May 26, 2016, May 31, 2016 (other than Item 7.01 thereto), July 1, 2016, July 19, 2016, July 28, 2016 and December 7,
2016.

· NBCUniversal's Current Report on Form 8-K filed on September 12, 2016.

· The sections of Comcast's Definitive Proxy Statement on Schedule 14A for the 2016 annual meeting of shareholders incorporated by

reference in Comcast's Annual Report on Form 10-K for the year ended December 31, 2015.
We and NBCUniversal also incorporate by reference into this prospectus supplement and the accompanying prospectus additional documents
that we or NBCUniversal may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), until we sell all of the securities we are offering. Any statement contained in a previously filed document incorporated by
reference into this prospectus supplement is deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a
statement contained in this prospectus supplement, or in a subsequently filed document also incorporated by reference herein, modifies or
supersedes that statement. We will provide free copies of any of those documents, if you write or telephone us at: One Comcast Center,
Philadelphia, Pennsylvania 19103-2838, (215) 286-1700.

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PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
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We are a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal. We present our
operations for Comcast Cable in one reportable business segment, referred to as Cable Communications, and our operations for
NBCUniversal in four reportable business segments.

· Cable Communications: Consists of the operations of Comcast Cable, which is one of the nation's largest providers of video,

high-speed Internet and voice services to residential customers under the XFINITY brand, and we also provide these and other
services to business customers and sell advertising.

· Cable Networks: Consists primarily of our national cable networks, our regional sports and news networks, our international cable

networks, and our cable television studio production operations.

· Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local

broadcast television stations, and our broadcast television studio production operations.

· Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and

distributes filmed entertainment worldwide and DreamWorks Animation, which we acquired in August 2016.

· Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida and Hollywood, California and our 51%

interest in the Universal Studios theme park located in Osaka, Japan, which we acquired in November 2015.
The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses
and are collectively referred to as the "NBCUniversal segments."
Our other business interests primarily include Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena
in Philadelphia, Pennsylvania and operates arena management-related businesses.
For a description of our business, financial condition, results of operations and other important information regarding us, see our filings
with the Securities and Exchange Commission ("SEC") incorporated by reference in the accompanying prospectus. For instructions on how to
find copies of these and our other filings incorporated by reference in the accompanying prospectus, see "Available Information" in the
accompanying prospectus.
Comcast's principal executive offices are located at One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Comcast's telephone
number is (215) 286-1700. The address of our website is www.comcastcorporation.com. The information on, or accessible through, our
website is not part of this prospectus supplement or the accompanying prospectus.
The Guarantors
Our obligations, including the payment of principal, premium, if any, and interest on the notes will be fully and unconditionally
guaranteed by each of Comcast Cable Communications, LLC ("Comcast Cable Communications") and NBCUniversal. In this prospectus
supplement, we refer to these guarantors as the guarantors and to these guarantees as the guarantees. Effective October 1, 2015, three former
guarantors,

S-1
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Comcast Cable Holdings, LLC, Comcast MO of Delaware, LLC and Comcast MO Group, LLC, merged with and into Comcast Cable
Communications.
The guarantees will not contain any restrictions on the ability of any guarantor to:

· pay dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of that

guarantor's capital stock; or

· make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that guarantor.
Comcast Cable Communications' principal place of business is One Comcast Center, Philadelphia, Pennsylvania 19103-2838.
NBCUniversal's principal executive offices are located at 30 Rockefeller Plaza, New York, New York 10112-0015.

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S-2
Table of Contents
The Offering

Issuer
Comcast Corporation.

Securities Offered
$1,250,000,000 aggregate principal amount of 3.00% Notes due 2024.

$1,250,000,000 aggregate principal amount of 3.30% Notes due 2027.

Maturity
The Notes due 2024 will mature on February 1, 2024.

The Notes due 2027 will mature on February 1, 2027.

Interest
Interest on the Notes due 2024 will accrue at the rate of 3.00% per year, payable
semiannually in cash in arrears on February 1 and August 1, beginning August 1, 2017.
Interest on the Notes due 2027 will accrue at the rate of 3.30% per year, payable
semiannually in cash in arrears on February 1 and August 1, beginning August 1, 2017.

Ranking
The notes will be unsecured and will rank equally with all of our and the guarantors'
unsecured and unsubordinated indebtedness.

Guarantors
Comcast Cable Communications and NBCUniversal.

Guarantees
The guarantors will fully and unconditionally guarantee the notes, including the payment
of principal, premium, if any, and interest. The guarantees will rank equally with all
other general unsecured and unsubordinated obligations of the guarantors.

Optional Redemption
We may, at our option, redeem any series of notes, in whole or in part, at any time at the
applicable Redemption Price determined as set forth under the heading "Description of
the Notes--Optional Redemption."

Use of Proceeds
We intend to use the net proceeds from the offering, after deducting underwriters'
discount and expenses, for working capital and general corporate purposes, which may
include redemption or repayment of our 6.500% notes due January 15, 2017 ($1 billion
principal amount outstanding) and repayment of a portion of our outstanding commercial
paper. As of January 5, 2017, our commercial paper had a weighted average annual
interest rate of approximately 1.020% and a weighted average remaining maturity of
approximately 17 days.

Book-Entry
The notes will be issued in book-entry form and will be represented by global notes
deposited with, or on behalf of, DTC and registered in the name of DTC or its nominees.
Beneficial interests in any of the notes will be shown on, and transfers will be effected
only through, records maintained by DTC or its nominee or indirectly through
organizations that have accounts with DTC, including Euroclear and Clearstream, and
these beneficial interests may not be exchanged for certificated notes, except in limited
circumstances. See "Description of the Notes--Book-Entry System" in this prospectus
supplement.

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USE OF PROCEEDS
We intend to use the net proceeds from the offering, after deducting underwriters' discount and expenses, for working capital and general
corporate purposes, which may include redemption or repayment of our 6.500% notes due January 15, 2017 ($1 billion principal amount
outstanding) and repayment of a portion of our outstanding commercial paper. As of January 5, 2017, our commercial paper had a weighted
average annual interest rate of approximately 1.020% and a weighted average remaining maturity of approximately 17 days.

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RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
Our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred dividends were as follows for the
respective periods indicated:

For the Nine Months
Ended September 30,

For the Years Ended December 31,
2016

2015

2014

2013

2012

2011
5.25x

5.48x

5.22x

4.85x

4.82x

4.04x
We have no issued or outstanding Comcast preferred stock and, as a result, the ratio of earnings to fixed charges is the same as the ratio of
earnings to combined fixed charges and preferred dividends. For purposes of calculating the ratios, earnings is the amount resulting from
(1) adding (a) pretax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income or
loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of equity investees and (e) our share of
pretax losses of equity investees for which charges arising from guarantees are included in fixed charges and (2) subtracting (i) interest capitalized,
(ii) preference security dividend requirements of consolidated subsidiaries and (iii) the noncontrolling interest in pretax income of subsidiaries that
have not incurred fixed charges. Fixed charges is the sum of (w) interest expensed and capitalized, (x) amortized premiums, discounts and
capitalized expenses related to indebtedness, (y) an estimate of the interest within rental expense and (z) preference security dividend requirements
of our consolidated subsidiaries. Preference security dividend requirements are the amount of pretax earnings required to pay the dividends on
outstanding preference securities. Interest associated with our uncertain tax positions is a component of income tax expense.

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DESCRIPTION OF THE NOTES
We are offering $1,250,000,000 aggregate principal amount of our 3.00% Notes due 2024 and $1,250,000,000 aggregate principal amount of
our 3.30% Notes due 2027. The Notes due 2024 and the Notes due 2027 will each be a separate series of securities issued under a senior indenture
dated September 18, 2013, entered into among us, the guarantors and The Bank of New York Mellon, as trustee, as amended by the first
supplemental indenture dated as of November 17, 2015, entered into among us, the guarantors, and The Bank of New York Mellon, as trustee (as
amended, the "indenture"). The notes will be our direct unsecured and unsubordinated obligations and will be fully and unconditionally guaranteed
by Comcast Cable Communications and NBCUniversal, referred to as the guarantors, as described below. The terms of the notes include those
stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The indenture provides
that we will have the ability to issue securities with terms different from those of the notes. We also have the ability to "reopen" a series of these
notes and issue additional notes of such series. Additional notes of such series will be consolidated with and form a single series with the notes then
outstanding of such series; provided that if such additional notes are not fungible with the notes of the applicable series offered hereby for U.S.
federal income tax purposes, such additional notes will have one or more separate CUSIP numbers. Copies of the indenture and the form of notes
are available from us upon request.
The following, along with the additional information contained in the accompanying prospectus under "Description of Debt Securities and
Guarantees," is a summary of the material provisions of the indenture, the notes and the guarantees. Because this is a summary, it may not contain
all the information that is important to you. For further information, you should read the notes and the indenture.
Basic Terms of the Notes
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The notes:

· will rank equally with all of our other unsecured and unsubordinated debt and will be entitled to the benefits of the guarantees described

below;

· will be issued in an initial aggregate principal amount of $2,500,000,000 comprised as follows:

·
$1,250,000,000 initial aggregate principal amount of 3.00% Notes due 2024, maturing on February 1, 2024, with interest

payable semiannually on each February 1 and August 1, beginning August 1, 2017, to holders of record on the preceding
January 15 and July 15;

·
$1,250,000,000 initial aggregate principal amount of 3.30% Notes due 2027, maturing on February 1, 2027, with interest

payable semiannually on each February 1 and August 1, beginning August 1, 2017, to holders of record on the preceding
January 15 and July 15; and

· are issuable in fully registered form, in denominations of $2,000 and in multiples of $1,000 in excess thereof.
Interest Payments
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the notes will accrue
from (i) the earlier of January 10, 2017 and the date of original issuance or (ii) from the most recent interest payment date to which interest has
been paid, and will be payable semiannually on interest payment dates described for each year.
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next
business day with the same force and effect as if made on the relevant interest payment date, maturity date or redemption date, and no interest will
accrue in respect of the delay.
For more information on payment and transfer procedures for the notes, see "--Book-Entry System" below.

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Guarantees
Our obligations, including the payment of principal, premium, if any, and interest, will be fully and unconditionally guaranteed by each of the
guarantors as described in the accompanying prospectus.
The guarantees will not contain any restrictions on the ability of any guarantor to (i) pay dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of that guarantor's capital stock or (ii) make any payment of principal, interest or
premium, if any, on or repay, repurchase or redeem any debt securities of that guarantor.
Optional Redemption
We will have the right at our option to redeem any of the notes of each series in whole or in part, at any time or from time to time prior to
their maturity, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of notes, at the applicable
Redemption Price.
"Redemption Price" means:
(a) with respect to the Notes due 2024, at any time prior to January 1, 2024 (one month prior to the maturity of the Notes due 2024) (the
"2024 Par Call Date"), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the principal amount
of such notes and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to
the 2024 Par Call Date, in each case 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 15 basis points; provided that, if the Notes due 2024 are redeemed on or after the 2024 Par Call Date, the
Redemption Price will equal 100% of the principal amount of such notes; and
(b) with respect to the Notes due 2027, at any time prior to November 1, 2026 (three months prior to the maturity of the Notes due 2027) (the
"2027 Par Call Date"), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the principal amount
of such notes and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to
the 2027 Par Call Date, in each case 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 15 basis points; provided that, if the Notes due 2027 are redeemed on or after the 2027 Par Call Date, the
Redemption Price will equal 100% of the principal amount of such notes,
plus, in each case, accrued and unpaid interest thereon to the date of redemption.
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"Treasury Rate" means, with respect to any redemption date, 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.
"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 notes to be redeemed calculated as if the maturity date of such
series of notes were the applicable Par Call Date (the "Remaining Life") 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 Life of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us. "Comparable Treasury Price" means, with
respect to any redemption date, (i) the average of the Reference

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Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the
Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC and Wells Fargo Securities,
LLC or their affiliates which are primary United States government securities dealers, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary United States government securities dealer in the United States (a "Primary Treasury Dealer"), we
will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, 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 3:30 pm New
York time on the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we
default in the payment of the Redemption Price and accrued interest). On or before the redemption date, we will deposit with the trustee money
sufficient to pay the Redemption Price of and (unless the redemption date shall be an interest payment date) accrued and unpaid interest to the
redemption date on the notes to be redeemed on such date. If less than all of the notes of any series are to be redeemed, the notes to be redeemed
shall be selected by the trustee by such method as the trustee shall deem fair and appropriate (provided that interests in notes represented by a
Global Note will be selected for redemption by The Depository Trust Company in accordance with its standard procedures therefor). Additionally,
we may at any time repurchase notes in the open market and may hold or surrender such notes to the trustee for cancellation.
No Mandatory Redemption or Sinking Fund
There will be no mandatory redemption prior to maturity or sinking fund payments for the notes.
Additional Debt
The indenture does not limit the amount of debt we may issue under the indenture or otherwise.
Book-Entry System
We will initially issue the notes in the form of one or more global notes (the "Global Notes"). The Global Notes will be deposited with, or on
behalf of, The Depository Trust Company ("DTC") and registered in the name of DTC or its nominee. Except as set forth below, the Global Notes
may be transferred, in whole and not in part, only to DTC or another nominee of DTC. A holder may hold beneficial interests in the Global Notes
directly through DTC if such holder has an account with DTC or indirectly through organizations which have accounts with DTC, including
Euroclear and Clearstream.
Holders may hold interests in the notes outside the United States through Euroclear or Clearstream if they are participants in those systems,
or indirectly through organizations which are participants in those systems. Euroclear and Clearstream will hold interests on behalf of their
participants through customers' securities accounts in Euroclear's and Clearstream's names on the books of their respective depositaries which in
turn will hold such positions in customers' securities accounts in the names of the nominees of the depositaries on the books of DTC. All securities
in Euroclear or Clearstream are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.
DTC
DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the
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Federal Reserve System, a clearing corporation within the meaning of the New York

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Uniform Commercial Code and a clearing agency registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to
hold securities of institutions that have accounts with DTC ("participants") and to facilitate the clearance and settlement of securities transactions
among its participants in such securities through electronic 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. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and
trust companies (collectively, the "indirect participants") that clear through or maintain a custodial relationship with a participant, whether directly
or indirectly.
We expect that pursuant to procedures established by DTC, upon the deposit of the Global Notes with DTC, DTC will credit on its book-
entry registration and transfer system the principal amount of notes represented by such Global Notes to the accounts of participants. Ownership of
beneficial interests in the Global Notes will be limited to participants or persons that may hold interests through participants. Ownership of
beneficial interests in the Global Notes will be shown on and the transfer of those ownership interests will be effected only through, records
maintained by DTC (with respect to participants' interests), the participants and the indirect participants (with respect to the owners of beneficial
interests in the Global Note other than participants). All interests in a Global Note deposited with DTC are subject to the procedures and
requirements of DTC.
The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form.
Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Global Notes.
So long as DTC (or its nominee) is the registered holder and owner of a Global Note, DTC (or such nominee) will be considered the sole
legal owner and holder of the notes evidenced by such Global Note for all purposes of such notes and the indenture. Except as set forth below
under "--Certificated Notes," as an owner of a beneficial interest in a Global Note, you will not be entitled to have the notes represented by such
Global Note registered in your name, will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to
be the owner or holder of any notes under such Global Note. We understand that under existing industry practice, in the event an owner of a
beneficial interest in a Global Note desires to take any action that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize
the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or
would otherwise act upon the instructions of beneficial owners owning through them.
We will make payments of principal of, premium, if any, and interest on the notes represented by the Global Notes registered in the name of
and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Notes.
We expect that DTC (or its nominee), upon receipt of any payment of principal of, premium, if any, or interest on the Global Notes will
credit the accounts of their relevant participants or account holders, as applicable, with payments in amounts proportionate to their respective
beneficial interests in the principal amount of the applicable Global Note as shown on the records of DTC (or its nominee). We also expect that
payments by participants or indirect participants or account holders, as applicable, to owners of beneficial interests in the Global Notes held
through such participants or indirect participants or account holders will be governed by standing instructions and customary practices and will be
the responsibility of such participants or indirect participants or account holders, as applicable. We will not have any responsibility or liability for
any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Notes for any notes or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between
DTC and its participants or indirect participants, or the relationship between such participants or indirect participants, and the owners of beneficial
interests in the Global Notes owning through such participants.
All amounts payable under the notes will be payable in U.S. dollars, except as may otherwise be agreed between any applicable securities
clearing system and any holders. Payments will be subject in all cases to any

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fiscal or other laws and regulations (including any regulations of any applicable securities clearing system) applicable thereto. None of the trustee,
us, the guarantors or any of our or their respective agents shall be liable to any holder of a Global Note or other person for any commissions, costs,
losses or expenses in relation to or resulting from any currency conversion or rounding effected in connection therewith. Investors may be subject
to foreign exchange risks that may have important economic and tax consequences to them.
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424B2
Certificated Notes
Subject to certain conditions, the notes represented by the Global Notes are exchangeable for certificated notes in definitive form of like tenor
in minimum denominations of $2,000 principal amount and multiples of $1,000 in excess thereof if:

(1)
DTC provides notification that it is unwilling or unable to continue as depositary for the Global Notes or DTC ceases to be a clearing

agency registered under the Exchange Act and, in either case, a successor is not appointed within 90 days;

(2)
we in our discretion at any time determine not to have all the notes represented by the Global Notes; or

(3)
a default entitling the holders of the applicable notes to accelerate the maturity thereof has occurred and is continuing.
Any note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such
names as DTC shall direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of the same aggregate
denomination to be registered in the name of DTC (or its nominee).
Same-Day Payment
The indenture requires payments to be made in respect of the applicable notes represented by the Global Notes (including principal, premium
and interest) by wire transfer of immediately available funds to the accounts specified by the holder thereof or, if no such account is specified, by
mailing a check to such holder's registered address.
Payments (including principal, premium and interest) and transfers with respect to notes in certificated form may be executed at the office or
agency maintained for such purpose within the City and State of New York (initially the office of the paying agent maintained for such purpose) or,
at our option, by check mailed to the holders thereof at the respective addresses set forth in the register of holders of the applicable notes, provided
that all payments (including principal, premium and interest) on notes in certificated form, for which the holders thereof have given wire transfer
instructions, will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. No
service charge will be made for any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in
connection with that registration may be required.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS
The following are the material U.S. federal income tax consequences of ownership and disposition of the notes. This discussion only applies
to notes that meet all of the following conditions:

· they are held by those initial holders who purchased such notes in this offering at the "issue price," which will equal the first price to

the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement
agents or wholesalers) at which a substantial amount of the notes is sold for money;

· they are held as capital assets; and

· they are beneficially owned by Non-U.S. Holders (as defined below).
This discussion does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances or to
holders subject to special rules, such as:

· financial institutions;

· tax exempt entities;

· insurance companies;

· persons liable for the alternative minimum tax;

· dealers in securities or foreign currencies;

· U.S. expatriates;

· persons holding notes as part of a hedge, straddle or other integrated transaction; or

· partnerships or other entities classified as partnerships for U.S. federal income tax purposes.
If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds the notes, the tax treatment of a partner
will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding the notes is urged to
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Document Outline

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