Obligation Andina Corporación de Desarrollo 2.2% ( US219868BY14 ) en USD

Andina Corporación de Desarrollo

100 % ⇌

Venezuela

US219868BY14 ( en USD )

2.2% par an ( paiement semestriel )

18/07/2020 - Obligation échue

Prospectus brochure de l'obligation Corporación Andina de Fomento US219868BY14 en USD 2.2%, échue

1 000 USD

1 250 000 000 USD

219868BY1

A+ ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

La Corporación Andina de Fomento (CAF) est une banque de développement multilatérale qui finance des projets d'infrastructure et de développement en Amérique latine et dans les Caraïbes.

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BY14, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/07/2020

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BY14, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Andina Corporación de Desarrollo ( Venezuela ) , en USD, avec le code ISIN US219868BY14, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B3 1 d419022d424b3.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-217434

$1,250,000,000
CORPORACIÓN ANDINA DE FOMENTO
2.200% Notes due 2020

The 2.200% Notes due 2020 will bear interest at a rate per annum equal to 2.200%, payable semi-annually in arrears on January 18 and July
18 of each year, as more fully described in this prospectus supplement under the heading "Description of the Notes." The first interest payment will
be made on January 18, 2018. We may not redeem the notes prior to their maturity on July 18, 2020. There is no sinking fund for these notes.
CAF will apply to the Financial Conduct Authority in its capacity as competent authority pursuant to Part VI of the Financial Services and
Markets Act 2000, as amended (the "UK Listing Authority") for the notes to be admitted to the Official List of the UK Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the notes to be admitted to trading on the London Stock
Exchange's Regulated Market. No assurance can be given by CAF that such applications will be approved. The London Stock Exchange's
Regulated Market is a regulated market for the purposes of Directive 2004/39/EC.

Proceeds to
Corporación
Price to
Underwriting
Andina de

Public(1)

Discount

Fomento(1)

Per Note

99.905%

0.100%

99.805%
Total

$1,248,812,500
$ 1,250,000
$1,247,562,500
(1) Plus accrued interest, if any, from July 18, 2017.
Neither the United States Securities and Exchange Commission 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 accompanying prospectus. Any representation to the contrary is a
criminal offense.
Delivery of the notes in book-entry form only through The Depository Trust Company will be made on or about July 18, 2017.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

Deutsche Bank Securities

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Final Prospectus Supplement
The date of this prospectus supplement is July 11, 2017.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING INFORMATION
S-2
SUMMARY OF THE OFFERING
S-3
USE OF PROCEEDS
S-5
RECENT DEVELOPMENTS
S-5
DESCRIPTION OF THE NOTES
S-6
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
S-11
UNDERWRITING
S-12
VALIDITY OF THE NOTES
S-17
PROSPECTUS

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING INFORMATION

1
CORPORACIÓN ANDINA DE FOMENTO

2
LEGAL STATUS OF CAF

3
USE OF PROCEEDS

4
CAPITALIZATION AND INDEBTEDNESS

4
CAPITAL STRUCTURE

5
SELECTED FINANCIAL INFORMATION
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
15
OPERATIONS OF CAF
23
FUNDED DEBT
33
DEBT RECORD
34
ASSET AND LIABILITY MANAGEMENT
35
ADMINISTRATION
36
THE FULL MEMBER SHAREHOLDER COUNTRIES
39
DESCRIPTION OF THE DEBT SECURITIES
41
DESCRIPTION OF THE GUARANTEES
46
TAXATION
47
PLAN OF DISTRIBUTION
51
VALIDITY OF THE DEBT SECURITIES
52
VALIDITY OF THE GUARANTEES
52
EXPERTS
52
AUTHORIZED REPRESENTATIVE
52
WHERE YOU CAN FIND MORE INFORMATION
52
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
F-1

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You should rely only on the information contained in this document or to which we have referred you. We have not, and the underwriters
have not, authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these
securities. The information in this document may only be accurate on the date of this document.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment
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Final Prospectus Supplement
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the
Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates
(including any invitation, offer or agreement to subscribe, purchase or otherwise acquire the notes) is available only to relevant persons and will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In connection with the issue of the notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the Stabilizing Manager(s) (or persons acting
on behalf of any Stabilizing Manager(s)) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a
level higher than that which might otherwise prevail. However, stabilization may not necessarily occur. Any stabilization action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may cease at any time, but it must end
no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of the notes. Any stabilization action or
over-allotment must be conducted by the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any Stabilizing Manager(s)) in
accordance with all applicable laws and rules.

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ABOUT THIS PROSPECTUS SUPPLEMENT
The notes described in this prospectus supplement are debt securities of Corporación Andina de Fomento, or CAF, that are being offered under
a registration statement filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The accompanying prospectus is part of that registration statement.
The accompanying prospectus provides you with a general description of the debt securities that we may issue, and this prospectus supplement
contains specific information about the terms of this offering and the notes. This prospectus supplement also may add, update or change information
provided in the accompanying prospectus. To the extent that certain information in this prospectus supplement is inconsistent with information in
the accompanying prospectus, the information in this prospectus supplement replaces the information in the accompanying prospectus and you
should rely on the information in this prospectus supplement. Consequently, before you invest, you should read this prospectus supplement together
with the accompanying prospectus.
The registration statement, any post-effective amendments to the registration statement and their various exhibits contain additional
information about CAF, the notes and other matters. All these documents may be inspected at the offices of the Securities and Exchange
Commission. Certain terms that we use but do not define in this prospectus supplement have the meanings we give them in the accompanying
prospectus.
CAF, having made all reasonable inquiries, confirms that this prospectus supplement and the accompanying prospectus contain all the
information regarding CAF and the notes which is (in the context of the issue of the notes) material; that such information is true and accurate in all
material respects and is not misleading in any material respect; and that this prospectus supplement and the accompanying prospectus do not omit to
state any material fact necessary to make such information not misleading in any material respect. CAF accepts responsibility for the information
contained in this prospectus supplement and the accompanying prospectus.
Except as otherwise specified, all amounts in this prospectus supplement are expressed in United States dollars ("dollars," "$," "U.S.$" or
"U.S. dollars").
Laws in certain jurisdictions may restrict the distribution of this prospectus supplement and the accompanying prospectus and the offering of
our notes. You should inform yourself about and observe these restrictions. See "Underwriting" in this prospectus supplement.

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FORWARD-LOOKING INFORMATION
This prospectus supplement and the accompanying prospectus contain forward-looking statements. Statements that are not historical facts,
including statements about our beliefs and expectations, are forward-looking statements. These statements are identified by words such as "believe,"
"expect," "anticipate," "should" and words of similar meaning.
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Final Prospectus Supplement
Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and actual financial and other results may differ materially from the results discussed in the
forward-looking statements. Therefore, you should not place undue reliance on them. Factors that might cause such a difference include, but are not
limited to, those discussed in this prospectus supplement and the accompanying prospectus, such as the effects of economic or political turmoil in
one or more of our shareholder countries.

S-2
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SUMMARY OF THE OFFERING
You should read the following summary information in conjunction with the more detailed information appearing elsewhere in this
prospectus supplement and the accompanying prospectus.

Issuer
Corporación Andina de Fomento

Securities Offered
2.200% Notes due 2020

Interest Payments
We will pay interest semi-annually on January 18 and July 18 to holders of the notes
listed in the fiscal agent's records (which we expect to be the depositary or the
custodian) on the preceding January 3 and July 3. The first interest payment will be
made on January 18, 2018. We will pay interest on the notes on the basis of a 360-day
year comprised of twelve 30-day months.

Not Redeemable
We may not redeem the notes prior to their maturity on July 18, 2020.

Form and Denominations
The notes will be issued in the form of a global note held by the depositary or the
depositary's custodian. You will hold your interest in the global note through a financial
institution that has an account with the depositary. Generally, you will not be entitled to
have notes registered in your name, you will not be entitled to certificates representing
your notes and you will not be considered a holder of a note under the fiscal agency
agreement. You may hold your interest in the global note in denominations of $1,000
and integral multiples of $1,000 in excess thereof. See "Description of the Notes --
Form and Denominations."

Payment of Principal and Interest
We will pay interest and the principal amount of your notes in U.S. dollars. As long as
the notes are in the form of the global note, we will pay interest and principal through
the facilities of the depositary. See "Description of the Notes -- Payments on the Notes."

No Sinking Fund
There is no sinking fund for the notes.

Additional Amounts
We will make payments to you without withholding or deducting taxes, duties,
assessments or other similar governmental charges imposed by the full member
shareholder countries or any of their political subdivisions or agencies having the power
to tax, unless the withholding or deduction of those taxes, duties, assessments or charges
is required by law. In that event, with certain exceptions, we will pay such additional
amounts as may be necessary so that the net amount you receive after such withholding
or deduction will equal the amount that you would have received without a withholding
or deduction. (See "Description of the Debt Securities -- Additional Payments by CAF"
on page 43 in the accompanying prospectus.) Under the terms of the Constitutive
Agreement, we are exempt from all taxes and tariffs on income, properties or assets, and
from any liability involving payment, withholding or collection of any taxes in the full
member shareholder countries. See "Legal Status of CAF" on page 3 in the
accompanying prospectus.

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Status
The notes are not secured by any of our property or assets. Accordingly, your ownership
of our notes means you are one of our unsecured creditors. The notes rank equally with
all of our other unsecured indebtedness, as described in the accompanying prospectus.
See "Description of the Debt Securities -- General" beginning on page 41 in the
accompanying prospectus.

Negative Pledge
The notes will contain a restriction on our ability to pledge or mortgage our assets. See
"Description of the Debt Securities -- Negative Pledge" on page 43 in the accompanying
prospectus.

Default
You will have certain rights if an event of default occurs and is not cured by us as
described in the accompanying prospectus, including the right to declare your notes to be
immediately due and payable. See "Description of the Debt Securities -- Default;
Acceleration of Maturity" beginning on page 43 in the accompanying prospectus.

Further Issuances
We may from time to time, without the consent of existing holders of the notes, create
and issue additional notes having the same terms and conditions as the notes offered
hereby, except for the issue date, the offering price and, if applicable, the date of first
payment of interest on the additional notes. Any such additional notes will form a single
series with the notes offered hereby, provided, however, that if such additional notes are
not fungible with the notes offered hereby for U.S. federal income tax purposes, the
additional notes will be issued under a separate CUSIP number.

Fiscal Agent
The notes will be issued under a fiscal agency agreement between CAF and The Bank of
New York Mellon (as successor-in-interest to JPMorgan Chase Bank, N.A.), which
serves as fiscal agent, paying agent, transfer agent and registrar.

Taxation
For a discussion of the full member shareholder country and United States tax
consequences of the notes, see "Taxation -- Full Member Shareholder Country
Taxation" and "-- United States Taxation" beginning on page 47 in the accompanying
prospectus. You should consult your own tax advisors to determine the foreign and U.S.
federal, state, local and any other tax consequences to you in connection with your
purchase, ownership and disposition of the notes.

Listing
Application will be made to the UK Listing Authority for the notes to be listed on its
Official List and to the London Stock Exchange for the notes to be admitted to trading
on its Regulated Market. No assurance can be given by CAF that such applications will
be approved.

Governing Law
The notes will be governed by the laws of the State of New York.

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USE OF PROCEEDS
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Final Prospectus Supplement
We will use the net proceeds of the sale of the notes for general corporate purposes, including funding of our lending operations.
RECENT DEVELOPMENTS
The following management changes were effective June 30, 2017:

· Renny Lopez is the Acting Corporate Vice President of Energy;

· Manuel Malaret is the Acting Corporate Vice President of Productive and Financial Sectors; and

· Julian Suarez is the Acting Corporate Vice President of Infrastructure.
On July 4, 2017, Brazil subscribed to an additional $572.0 million in Series "B" shares of CAF, to be paid in eight installments beginning in
2018.

S-5
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DESCRIPTION OF THE NOTES
This prospectus supplement describes the terms of the notes in greater detail than the accompanying prospectus and may provide
information that differs from the accompanying prospectus. If the information in this prospectus supplement differs from the
accompanying prospectus, you should rely on the information in this prospectus supplement.
General
We describe the price, interest and payment terms of the notes on the cover and in the summary of this prospectus supplement.
We will issue the notes under a fiscal agency agreement, dated as of March 17, 1998, between us and The Bank of New York Mellon (as
successor-in-interest to JPMorgan Chase Bank, N.A.), as fiscal agent.
This description of the notes includes summaries of our understanding of certain customary rules and operating procedures of The Depository
Trust Company, or "DTC," that affect transfers of interests in the global note. DTC may amend its customary rules and operating procedures after
the date of this prospectus supplement.
The notes are not secured by any of our property or assets. Accordingly, your ownership of notes means you are one of our unsecured
creditors. The notes are not subordinated in right of payment to any of our other unsecured debt obligations and therefore they rank equally with all
our other unsecured and unsubordinated indebtedness. "Indebtedness" means all indebtedness of CAF in respect of monies borrowed by us and
guarantees given by us for monies borrowed by others.
The notes will not be entitled to the benefit of any sinking fund.
Interest on any note will be paid to the person in whose name such note was registered at the close of business on the preceding January 3 and
July 3, whether or not a business day (as defined below). For purposes of this prospectus supplement, "business day" is a day other than a Saturday,
a Sunday or any other day on which banking institutions in New York, New York are authorized or required by law or executive order to remain
closed.
If an interest payment date (other than the interest payment date that is also the date of maturity) would fall on a day that is not a business day,
the payment of interest in respect of that interest payment date will be postponed to the following day that is a business day, except that if such next
business day is in a different month, then the payment of interest in respect of that interest payment date will be on the day immediately preceding
that interest payment date that is a business day. The amount of interest payable in respect of an interest payment date will remain the same
notwithstanding that the actual day of payment thereof is changed in accordance with the preceding sentence. If the date of maturity is not a
business day, the payment of principal of and interest on the notes will be made on the following day that is a business day, and no interest will
accrue for the period from and after such date of maturity.
The issuance by CAF from time to time of its debt securities has been authorized by the resolutions of the Executive President of CAF dated
April 21, 2017, and a further resolution dated July 11, 2017, pursuant to powers delegated to the Executive President by Resolution No. 2175/2016
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of the Board of Directors of CAF dated December 13, 2016.

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Form and Denominations
The Global Note
We will issue the notes in the form of one or more global debt securities (which we refer to collectively as the "global note") registered in the
name of Cede & Co., as nominee of DTC. The global note will be issued:

· only in fully registered form, and

· without interest coupons.
You may hold beneficial interests in the global note directly through DTC if you have an account at DTC, or indirectly through organizations
that clear through or maintain a custodial relationship with a DTC account holder, either directly or indirectly. Euroclear Bank S.A./N.V., as
operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), are indirect participants
in DTC, and therefore participants in Euroclear and Clearstream, Luxembourg will hold beneficial interests in the global notes indirectly at DTC.
What is a Global Security? A global security (such as the global note) is a special type of security held in the form of a certificate by a
depositary for the investors in a particular issue of securities. The aggregate principal amount of the global security equals the sum of the principal
amounts of the issue of securities it represents. The depositary or its nominee is the sole legal holder of the global security. The beneficial interests
of investors in the issue of securities are represented in book-entry form in the computerized records of the depositary. If investors want to purchase
securities represented by a global security, they must do so through brokers, banks or other financial institutions that have an account with the
depositary. In the case of the notes, DTC will act as depositary and Cede & Co. will act as DTC's nominee.
Special Investor Considerations for Global Securities. Because you, as an investor, will not be a registered legal holder of the global note,
your rights relating to the global note will be governed by the account rules of your bank or broker and of the depositary, DTC, as well as general
laws relating to securities transfers. While the notes are held as global notes, we will not recognize a typical investor as a legal owner of the notes
and instead will deal only with the fiscal agent and DTC or its nominee, the registered legal holder of the global note.
You should be aware that as long as the notes are issued only in the form of a global security:

· You cannot get the notes registered in your own name.

· You cannot receive physical certificates for your interests in the notes.

· You will not be a registered legal holder of the notes and must look to your own bank or broker for payments on the notes and protection

of your legal rights relating to the notes.

· You may not be able to sell interests in the notes to some insurance companies and other institutions that are required by law to own

their securities in the form of physical certificates.

· As an owner of beneficial interests in the global note, you may not be able to pledge your interests to anyone who does not have an

account with DTC, or to otherwise take actions in respect of your interests, because you cannot get physical certificates representing
those interests.

· DTC's policies will govern payments of principal and interest, transfers, exchanges and other matters relating to your interest in the

global note. We and the fiscal agent have no responsibility for any aspect of DTC's actions or for its records of ownership interests in
the global note. Also, we and the fiscal agent do not supervise DTC in any way.

· DTC will require that interests in the global note be purchased or sold within its system using same-day funds.

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Description of DTC. We understand that:
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Final Prospectus Supplement
DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the 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 was created to hold securities for financial institutions that have accounts with it, and to facilitate the clearance and settlement of
securities transactions between the account holders through electronic book-entry changes in their accounts, thereby eliminating the need for
physical movement of certificates. DTC account holders include securities brokers and dealers, banks, trust companies and clearing corporations.
Indirect access to the DTC system is also available to banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a DTC account holder, either directly or indirectly.
DTC's rules are on file with the Securities and Exchange Commission.
DTC's records reflect only the identity of the account holders to whose accounts beneficial interests in the global note are credited. These
account holders may or may not be the owners of the beneficial interests so recorded. The account holders will be responsible for keeping account
of their holdings on behalf of the beneficial owners.
Definitive Notes
In a few special situations described in the next paragraph, the global note will terminate and your interests in it will be exchanged for
physical certificates representing the notes, which we refer to as "definitive notes." After that exchange, the choice of whether to hold the definitive
notes directly or in "street name" (in computerized book-entry form) will be up to you. You must consult your own bank or broker to find out how
to have your interests in the definitive notes transferred to your own name, if you wish to be a direct legal holder of the definitive notes.
We will cause definitive notes to be issued in exchange for the global note if we decide in our sole discretion not to have any of the notes
represented by the global note or if DTC or its nominee notifies us that:

· it is unwilling, unable or no longer qualified to continue acting as the depositary for the global note;

· it has ceased to be a clearing agency registered under the Exchange Act at a time when it is required to be so registered and we do not

appoint a successor depositary within 90 days; or

· an event of default with respect to the notes represented by the global note has occurred and is continuing as described under

"Description of the Debt Securities -- Default; Acceleration of Maturity" in the accompanying prospectus.
We would issue definitive notes:

· in fully registered form;

· without interest coupons; and

· in denominations of multiples of $1,000.
Any definitive notes issued in this way would be registered in the names and denominations requested by DTC.
Payments on the Notes
The Global Notes. The fiscal agent will make payments of principal of, and interest on, the global notes to Cede & Co., the nominee for
DTC, as the registered owner. The principal of, and interest on, the notes will be payable in immediately available funds in U.S. dollars.

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We understand that it is DTC's current practice, upon DTC's receipt of any payment of principal of, or interest on, global securities such as
the global note, to credit the accounts of DTC account holders with payment in amounts proportionate to their respective beneficial interests in the
principal amount of the global note as shown on the records of DTC. Payments by DTC account holders to owners of beneficial interests in the
global note held through these account holders will be the responsibility of the account holders, as is now the case with securities held for the
accounts of customers registered in "street name."
Neither we nor the fiscal agent will have any responsibility or liability for any aspect of DTC's or its account holders' records relating to, or
payments made on account of, beneficial ownership interests in the global note or for maintaining, supervising or reviewing any records relating to
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these beneficial ownership interests.

"Street name" and other owners of beneficial interests in the global note should consult their banks or brokers for information on how
they will receive payments.
Definitive Notes. Payment of the principal of definitive notes, if any exist, may be made at the office of the fiscal agent. Payment of the
interest on definitive notes will be paid by check mailed to you if you are a registered holder of definitive notes. At the request of a registered holder
of more than $1,000,000 principal amount of definitive notes, payments of principal or interest may be made to that holder by wire transfer.
Unclaimed Payments on the Notes. Any monies we pay to our fiscal agent or any paying agent for the payment of the principal of or interest
on any notes that remain unclaimed at the end of two years after such principal or interest has become due and payable will be repaid to us by such
agent. Upon such repayment, all liability of our fiscal agent or any paying agent with respect to such monies shall thereupon cease, without,
however, limiting in any way our unconditional obligation to pay principal of or any interest on the notes when due.
Transfer and Exchange of the Notes
The Global Note. Except as described below, the global note may be transferred, in whole and not in part, only to DTC, to another nominee
of DTC or to a successor of DTC or its nominee.
Beneficial Interests in the Global Note. Beneficial interests in the global note will be represented, and transfers of such beneficial interests
will be made, through accounts of financial institutions acting on behalf of beneficial owners either directly as account holders, or indirectly through
account holders, at DTC. Beneficial interests will be in multiples of $1,000.
Definitive Notes. You may present definitive notes, if any exist, for registration of transfer or exchange at the corporate trust office of the
fiscal agent in The City of New York, which we have appointed as the security registrar and transfer agent for the notes.
Exercise of Legal Rights Under the Notes
DTC may grant proxies or otherwise authorize DTC account holders (or persons holding beneficial interests in the notes through DTC account
holders) to exercise any rights of a legal holder of the global note or take any other actions that a holder is entitled to take under the fiscal agency
agreement or the notes. Under its usual procedures, as soon as possible after a record date, DTC would mail an omnibus proxy to us assigning
Cede & Co.'s consenting or voting rights to those DTC account holders to whose accounts the notes are credited on such record date. Accordingly,
in order to exercise any rights of a holder of notes, as an owner of a beneficial interest in the global note you must rely on the procedures of DTC
and, if you are not an account holder, on the procedures of the account holder through which you own your interest.

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We understand that, under existing industry practice, in the event that you, as an owner of a beneficial interest in the global note, desire to
take any action that Cede & Co., as the holder of the global note, is entitled to take, Cede & Co. would authorize the relevant DTC account holder to
take the action, and the account holder would authorize you, as an owner of a beneficial interest in the global note, through its accounts, to take the
action or would otherwise act upon the instructions of beneficial owners owning through it.
Although DTC has agreed to the procedures described above in order to facilitate transfers of notes among DTC account holders, DTC is
under no obligation to perform or continue to perform such procedures, and these procedures may be modified or discontinued at any time.

"Street name" and other owners of beneficial interests in the global note should consult their banks or brokers for information on how
to exercise and protect their rights in the notes represented by the global note.
Notices
Notices will be sent by mail to the registered holders of the notes. If the notes are represented by a global note, any such notices will be
delivered to DTC.
Certain Other Provisions
You should refer to the accompanying prospectus under the heading "Description of the Debt Securities" for a description of certain other
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Final Prospectus Supplement
provisions of the notes and the fiscal agency agreement.

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GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for interests in the notes will be made in same-day U.S. dollar funds.
With regard to secondary market trading of interests in the notes, we understand the following:
Secondary market sales of interests in the notes between DTC participants will occur in the ordinary way in accordance with DTC rules.
Secondary market sales of interests in the notes held through Euroclear or Clearstream, Luxembourg to purchasers of interests in the notes through
Euroclear or Clearstream, Luxembourg will be conducted in accordance with the applicable rules and operating procedures of Euroclear and
Clearstream, Luxembourg and will be settled using the procedures applicable to conventional eurobonds.
Cross-market transfers between persons holding interests in the notes directly or indirectly through DTC participants, on the one hand, and
directly or indirectly through Euroclear or Clearstream, Luxembourg participants, on the other, will be effected in DTC in accordance with DTC
rules on behalf of the relevant international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of
instructions to the relevant international clearing system by the counterparty in such system in accordance with its rules and procedures and within
its established deadlines (European time). The relevant international clearing system will, if a transaction meets its settlement requirements, deliver
instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the notes in DTC, and
making or receiving payment in accordance with normal procedures for settlement in DTC. Euroclear participants and Clearstream, Luxembourg
participants may not deliver instructions directly to the respective U.S. depositary.
Because of time-zone differences, credits of interests in the notes received in Euroclear or Clearstream, Luxembourg as a result of a
transaction with a DTC participant will be made during subsequent securities settlement processing and will be dated the business day following the
DTC settlement date. Such credits or any transactions in such interests in the notes settled during such processing will be reported to the relevant
Euroclear or Clearstream, Luxembourg participants on such business day. Cash received in Euroclear or Clearstream, Luxembourg as a result of
sales of interests in the notes by or through a Euroclear participant or a Clearstream, Luxembourg participant to a DTC participant will be received
with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the
business day following settlement in DTC.
Although we expect that DTC, Euroclear and Clearstream, Luxembourg will follow the foregoing procedures in order to facilitate transfers of
interests in notes among participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or continue to
perform such procedures, and such procedures may be changed or discontinued at any time. None of us, the fiscal agent or any other agent will have
any responsibility for the performance by any clearing system, or their respective direct or indirect participants or accountholders, of their respective
obligations under the rules and procedures governing their operations.

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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated April 26, 2016 and a related pricing agreement
dated July 11, 2017, we have agreed to sell to the underwriters named below and, subject to certain conditions, each underwriter has severally
agreed to purchase the following respective principal amounts of notes:

Principal
Underwriter

Amount

Barclays Bank PLC

$
416,667,000
Deutsche Bank Securities Inc.

$
416,667,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

$
416,666,000

Total

$ 1,250,000,000

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Document Outline

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