Obligation Credit Suisse Guernsey Funding Limited 3.45% ( US225433AM38 ) en USD

Credit Suisse Guernsey Funding Limited

100 % ⇌

Guernesey

US225433AM38 ( en USD )

3.45% par an ( paiement semestriel )

16/04/2021 - Obligation échue

Prospectus brochure de l'obligation Credit Suisse Group Funding (Guernsey) Limited US225433AM38 en USD 3.45%, échue

250 000 USD

1 493 310 000 USD

225433AM3

N/A

Credit Suisse Group Funding (Guernsey) Limited est une filiale du Credit Suisse, établie à Guernesey, qui opère dans le secteur des services financiers, notamment le financement et la gestion de trésorerie pour le groupe Credit Suisse.

L'Obligation émise par Credit Suisse Guernsey Funding Limited ( Guernesey ) , en USD, avec le code ISIN US225433AM38, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/04/2021

424B3 1 a2230018z424b3.htm 424B3
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TABLE OF CONTENTS
Table of Contents
As Filed Pursuant to Rule 424(b)(3)
Registration No. 333-213903
and Registration No. 333-213903-01
PROSPECTUS
Credit Suisse Group Funding (Guernsey) Limited
Guaranteed by Credit Suisse Group AG
Offer to Exchange
$2,000,000,000 aggregate principal amount of 4.550% Senior Notes due 2026
$1,500,000,000 aggregate principal amount of 3.450% Senior Notes due 2021
$1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021
$2,000,000,000 aggregate principal amount of 3.800% Senior Notes due 2023
The Exchange Offers will expire at 5:00 p.m.,
New York City time, on November 16, 2016, unless extended with respect to the relevant series.
This is an offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, by Credit Suisse Group Funding (Guernsey)
Limited (the "Issuer"), a wholly-owned subsidiary of Credit Suisse Group AG, which is also a co-issuer of the Notes (as defined below) solely for purposes of the U.S. federal securities laws
(the "Guarantor"), to exchange (i) up to $2,000,000,000 aggregate principal amount of its outstanding 4.550% Senior Notes due 2026 (CUSIP Nos. 225433AQ4 and G25417AR0) (the "Original
Notes due 2026") for a like principal amount of its 4.550% Senior Notes due 2026 that have been registered under the Securities Act (CUSIP No. 225433AR2) (the "Exchange Notes due
2026"), (ii) up to $1,500,000,000 aggregate principal amount of its outstanding 3.450% Senior Notes due 2021 (CUSIP Nos. 225433AL5 and G25417AP4) (the "Original Notes due 2021") for
a like principal amount of its 3.450% Senior Notes due 2021 that have been registered under the Securities Act (CUSIP No. 225433AM3) (the "Exchange Notes due 2021"), (iii) up to
$1,000,000,000 aggregate principal amount of its outstanding Floating Rate Senior Notes due 2021 (CUSIP Nos. 225433AN1 and G25417AQ2) (the "Original Floating Rate Notes due 2021")
for a like principal amount of its Floating Rate Senior Notes due 2021 that have been registered under the Securities Act (CUSIP No. 225433AP6) (the "Exchange Floating Rate Notes due
2021"), and (iv) up to $2,000,000,000 aggregate principal amount of its outstanding 3.800% Senior Notes due 2023 (CUSIP Nos. 225433AS0 and G25417AS8) (the "Original Notes due 2023"
and, together with the Original Notes due 2026, Original Notes due 2021 and the Original Floating Rate Notes due 2021, the "Original Notes") for a like principal amount of its 3.800% Senior
Notes due 2023 that have been registered under the Securities Act (CUSIP No. 225433AT8) (the "Exchange Notes due 2023" and, together with the Exchange Notes due 2026, the Exchange
Notes due 2021 and the Exchange Floating Rate Notes due 2021, the "Exchange Notes"). We refer to these offers as the "Exchange Offers" and each, an "Exchange Offer". When we use the
term "Notes" in this prospectus, the term includes the Original Notes and the Exchange Notes unless otherwise indicated or the context otherwise requires. The terms of the Exchange Offers
are summarized below and are more fully described in this prospectus.
The terms of each series of Exchange Notes are identical to the terms of the corresponding series of Original Notes, except that the transfer restrictions, registration rights and
additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes.
We will accept for exchange any and all Original Notes of each series validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on November 16, 2016,
unless extended with respect to the relevant Exchange Offer (the "Expiration Date"). You may withdraw tenders of Original Notes of each series at any time prior to the Expiration Date of the
relevant Exchange Offer.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged for the Exchange Notes will
be retired and canceled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes will not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes
received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that,
for up to 180 days after the consummation of the Exchange Offers, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
Consistent with the Original Notes, by its acquisition of the Exchange Notes, each holder of the Exchange Notes (including each beneficial owner) acknowledges, agrees to be
bound by, and consents to the exercise of, any Swiss Resolution Power with respect to the Guarantor that results in the write-down and cancellation and/or conversion into equity
of the Guarantor of the entire, or a portion of the, principal amount of, and/or accrued interest on, the Exchange Notes, irrespective of whether such amounts have already become
due and payable prior to such action. By its acquisition of the Exchange Notes, each such holder (including each beneficial owner) further acknowledges, agrees to be bound by, and
consents to the ordering of, any Restructuring Protective Measures that result in the deferment of payment of principal and/or interest under the Exchange Notes. By its acquisition
of the Exchange Notes, each holder of Exchange Notes (including each beneficial owner) further acknowledges and agrees that its rights are subject to, and, if necessary, will be
altered without such holder's consent, including by means of an amendment or modification to the terms of the Indentures, as defined herein, or of the Exchange Notes, so as to give
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effect to any such exercise of any Swiss Resolution Power or any such ordering of Restructuring Protective Measures. See "Description of the Exchange Notes--Agreement with
Respect to the Exercise of Swiss Resolution Power and the Ordering of Restructuring Protective Measures" for more information, including the definitions of Swiss Resolution
Power, Swiss Resolution Authority, Restructuring Protective Measures and Restructuring Proceedings.
The Issuer will, without the consent of the holders, automatically substitute the Guarantor for itself for all purposes under the Exchange Notes upon the occurrence of a Restructuring
Event, which we refer to as a "Restructuring Issuer Substitution". Upon a Restructuring Issuer Substitution, the Issuer shall be released from its obligations under the Exchange Notes and the
Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Exchange Notes with the same effect as if the Guarantor had been named as
issuer under the Indentures and the Exchange Notes. Upon a Completion Event, under certain circumstances described herein, the Exchange Notes will be exchanged for a like principal amount
of new Exchange Notes issued by the Issuer and guaranteed by the Guarantor on a one-for-one basis and any accrued and unpaid interest on the Exchange Notes to (but excluding) the date of
such exchange will be paid in cash by the Guarantor to the Trustee, as herein defined, on behalf of the holders. See "Description of the Exchange Notes--Issuer Substitution" and "Description
of the Exchange Notes--Exchange Following a Completion Event" for more information, including the definitions of Restructuring Event and Completion Event.
Like the Original Notes, the Exchange Notes are expected to be provisionally admitted to trading on the SIX Swiss Exchange AG (the "SIX Swiss Exchange") from November 25,
2016. The last trading day for each series of Exchange Notes is expected to be the second trading day prior to the date on which such series of Exchange Notes is fully redeemed, in
accordance with the terms of the relevant Indenture. Application will be made to the SIX Swiss Exchange for listing of the Exchange Notes.
See "Risk Factors" beginning on page 20 of this prospectus.
The Exchange Notes are not deposit liabilities and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, Switzerland,
the Bailiwick of Guernsey or any other jurisdiction. The Exchange Notes do not have the benefit of any agency or governmental guarantee.
Neither the Securities and Exchange Commission (the "SEC"), nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.
This prospectus is an advertisement and not a prospectus for the purposes of EU Directive 2003/71/EU (as amended).
You may elect to hold interests in the Exchange Notes through either The Depository Trust Company ("DTC") (in the United States), or Clearstream Banking, société anonyme, which
we refer to as "Clearstream, Luxembourg," or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System, which we refer to as "Euroclear" (outside of the United States),
if you are participants of such systems, or indirectly through organizations which are participants in such systems. Interests held through Clearstream, Luxembourg and Euroclear will be
recorded on DTC's books as being held by the U.S. depositary for each of Clearstream, Luxembourg and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their
participants' customers' securities accounts.

The date of this prospectus is October 18, 2016
Table of Contents
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS

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WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE
iv
PROSPECTUS SUMMARY

1
SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

9
RISK FACTORS
20
USE OF PROCEEDS
34
RATIO OF EARNINGS TO FIXED CHARGES
35
THE EXCHANGE OFFERS
36
DESCRIPTION OF THE EXCHANGE NOTES
46
TAXATION
69
CERTAIN ERISA CONSIDERATIONS
80
PLAN OF DISTRIBUTION
83
LEGAL MATTERS
84
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
85
In this prospectus, unless the context otherwise requires, the terms "we," "our," "us," "Credit Suisse Group" and "Group" refer to Credit Suisse
Group AG and its consolidated subsidiaries, including the Issuer and Credit Suisse Group AG's wholly-owned Swiss bank subsidiary, Credit Suisse
AG, which we refer to as "Credit Suisse".
THE ISSUER AND THE GUARANTOR ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED AND INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. AT THE DATE OF THIS PROSPECTUS, THE ISSUER AND THE GUARANTOR HAVE NOT
AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION, AND THE ISSUER AND THE GUARANTOR
TAKE NO RESPONSIBILITY FOR ANY OTHER INFORMATION OTHERS MAY GIVE YOU. THE ISSUER AND THE GUARANTOR ARE
NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
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ASSUME THAT THE INFORMATION INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF
ANY DATE OTHER THAN THE DATE OF THE DOCUMENT CONTAINING THE INFORMATION.
This prospectus incorporates important business and financial information about us that is not included in or delivered with the prospectus, which is
available without charge upon written or oral request to:
Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
Attention: Investor Relations
+41 44 212 1616
Internet: https://www.credit-suisse.com/investors
We are not incorporating the contents of the website into this prospectus.
In order to obtain timely delivery of such materials, you must request information from us no later than five Business Days prior to the
Expiration Date of the relevant Exchange Offer.
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FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements that constitute forward-looking statements. In addition, in the future we, and
others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without
limitation, statements relating to the following:
·
our plans, objectives or goals;
·
our future economic performance or prospects;
·
the potential effect on our future performance of certain contingencies; and
·
assumptions underlying any such statements.
Words such as "believes," "anticipates," "expects," "intends" and "plans" and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements except as may
be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions,
forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of
important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-
looking statements. These factors include:
·
the ability to maintain sufficient liquidity and access capital markets;
·
market volatility and interest rate fluctuations and developments affecting interest rate levels;
·
the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in
particular the risk of continued slow economic recovery or downturn in the US or other developed countries in 2016 and beyond;
·
the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets;
·
adverse rating actions by credit rating agencies in respect of us, sovereign issuers, structured credit products or other credit-related
exposures;
·
the ability to achieve our strategic objectives, including improved performance, reduced risks, lower costs and more efficient use of
capital;
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·
the ability of counterparties to meet their obligations to us;
·
the effects of, and changes in, fiscal, monetary, exchange rate, trade and tax policies, as well as currency fluctuations;
·
political and social developments, including war, civil unrest or terrorist activity;
·
the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our
operations;
·
operational factors such as systems failure, human error, or the failure to implement procedures properly;
·
actions taken by regulators with respect to our business and practices and possible resulting changes to our business organization,
practices and policies in countries in which we conduct our operations;
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·
the effects of changes in laws, regulations or accounting policies or practices in countries in which we conduct our operations;
·
competition or changes in our competitive position in geographic and business areas in which we conduct our operations;
·
the ability to retain and recruit qualified personnel;
·
the ability to maintain our reputation and promote our brand;
·
the ability to increase market share and control expenses;
·
technological changes;
·
the timely development and acceptance of our new products and services and the perceived overall value of these products and services
by users;
·
acquisitions, including the ability to integrate acquired businesses successfully, and divestitures, including the ability to sell non-core
assets;
·
the adverse resolution of litigation, regulatory proceedings, and other contingencies;
·
the ability to achieve our cost efficiency goals and cost targets; and
·
our success at managing the risks involved in the foregoing.
We caution you that the foregoing list of important factors is not exclusive. When evaluating forward-looking statements, you should carefully
consider the foregoing factors and other uncertainties and events, as well as the risk factors and other information set forth from time to time in the
Guarantor's filings with the SEC, including the Guarantor's and Credit Suisse's Annual Report on Form 20-F for the fiscal year ended December 31,
2015, which we refer to as the "Annual Report 2015," and subsequent annual reports on Form 20-F filed by the Guarantor with the SEC; the Guarantor's
reports on Form 6-K filed with the SEC; and the risk factors contained in this prospectus relating to the Issuer, Guarantor and Exchange Notes.
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WHERE YOU CAN FIND MORE INFORMATION;
DOCUMENTS INCORPORATED BY REFERENCE
The Guarantor files periodic reports and other information with the SEC. You may read and copy any document the Guarantor files at the SEC's
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room. In addition, the SEC maintains an Internet site at http://www.sec.gov that contains information regarding issuers that file
electronically with the SEC. Reports and other information concerning the business of the Guarantor may also be inspected at the offices of the New
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York Stock Exchange at 11 Wall Street, New York, New York 10005.
The SEC allows the Guarantor to "incorporate by reference" the information it files with the SEC, which means that the Guarantor can disclose
important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus,
and information that the Guarantor files later with the SEC and which is incorporated by reference will automatically update and supersede this
information.
The Guarantor and Credit Suisse filed the Annual Report 2015 with the SEC on March 24, 2016. The Guarantor is incorporating the Annual Report
2015 into this prospectus. The Guarantor further incorporates by reference its current reports on Form 6-K dated:
·
January 8, 2016,
·
March 23, 2016,
·
March 24, 2016, as amended,
·
April 29, 2016,
·
May 10, 2016,
·
June 2, 2016,
·
June 6, 2016,
·
June 28, 2016,
·
July 28, 2016,
·
September 6, 2016 and
·
September 7, 2016
in each case, only to the extent that such report expressly states that such report, or portions thereof, are incorporated by reference into the registration
statements of the Guarantor filed on Form F-3 (file no. 333-202913) or on Form F-4 (file no. 333-213903).
In addition, the Guarantor incorporates by reference all annual reports on Form 20-F and, only to the extent designated therein, any of the
Guarantor's reports on Form 6-K filed with, but not furnished to, the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, prior to the date the
Exchange Offers are consummated.
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You may request a copy of any document that is incorporated by reference into this prospectus and that is not included in or delivered with the
prospectus, at no cost, by writing or telephoning the Guarantor at its principal executive offices at the following address:
Credit Suisse Group AG
Paradeplatz 8
CH 8001 Zurich, Switzerland
Attention: Investor Relations
+41 44 212 1616
Internet: https://www.credit-suisse.com/investors
We are not incorporating the contents of the website into this prospectus.
In order to obtain timely delivery of such materials, you must request information from us no later than five Business Days prior to the
Expiration Date of the relevant Exchange Offer.
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Table of Contents
Prospectus Summary
This summary highlights selected information from this prospectus and the documents incorporated by reference and does not contain all of the
information that may be important to you. You should carefully read this entire prospectus and the documents incorporated by reference, including the
risk factors and financial statements.
Credit Suisse Group Funding (Guernsey) Limited
The Issuer (registration number 58814) is a Guernsey incorporated non-cellular company limited by shares. The Issuer was incorporated on
August 4, 2014 in Guernsey and will continue in existence until it is removed from the Register of Companies in accordance with Guernsey law. The
Issuer may give notice to any registered holder of its shares personally or by sending it by post in a pre-paid envelope addressed to the registered holder
at his registered address or by electronic means. The registered office of the Issuer is located at Helvetia Court, South Esplanade, St. Peter Port,
Guernsey, GY1 3WF. The telephone number is +44 1481 719088.
The Issuer is wholly-owned by the Guarantor. The Issuer exists for the purpose of issuing Notes, fully and unconditionally guaranteed, on a senior
basis, by the Guarantor, as to payment of principal, premium, if any, interest and any other amounts due. The Guarantor is also a co-issuer of the Notes
solely for purposes of the U.S. federal securities laws.
Auditors
The Issuer's independent auditor is KPMG LLP, 15 Canada Square, London, E14 5GL, United Kingdom.
The Issuer was incorporated on August 4, 2014. The Issuer's accounting reference date is December 31 and its first accounts have been prepared in
accordance with International Financing Reporting Standards as issued by the International Accounting Standards Board and applicable law for the first
financial period from the date of its incorporation on August 4, 2014 to December 31, 2015.
The Issuer does not have an audit committee. As a subsidiary of the Guarantor, the Issuer complies with the Guarantor's overall corporate
governance regime.
Credit Suisse Group AG
The Guarantor was incorporated under Swiss law as a corporation (Aktiengesellschaft) with unlimited duration under the name "CS Holding" on
March 3, 1982 in Zurich, Switzerland, and was registered with the Commercial Registrar of the Canton of Zurich under the number CH-020.3.906.075-
9 and is now registered under the number CHE-105.884.494. As of May 6, 2008, the Guarantor changed its name to "Credit Suisse Group AG." Its
registered and principal executive office is located at Paradeplatz 8, CH 8001, Zurich, Switzerland and its telephone number is +41 44 212 1616.
The Guarantor is a holding company registered in Switzerland and Credit Suisse is a wholly-owned bank subsidiary of the Guarantor. The business
of Credit Suisse is substantially the same as that of the Guarantor, and substantially all of Credit Suisse's operations are conducted through the Swiss
Universal Bank, International Wealth Management, Asia Pacific, Global Markets, Investment Banking & Capital Markets and the Strategic Resolution
Unit divisions.
Our strategy builds on our core strengths: our position as a leading global wealth manager, our specialist investment banking capabilities and our
strong presence in our home market of Switzerland. We take a balanced approach to capture the wealth management opportunities in emerging markets,
the largest of which is in the Asia Pacific region, while also serving key developed markets with an emphasis on Switzerland. Founded in 1856, we
today have a global reach with operations in about 50
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countries and 47,180 employees from over 150 different nations. Our broad footprint helps us to generate a geographically balanced stream of revenues
and net new assets and allows us to capture growth opportunities around the world. We serve our clients through three regionally focused divisions:
Swiss Universal Bank, International Wealth Management and Asia Pacific. These regional businesses are supported by two other divisions specializing
in investment banking capabilities: Global Markets and Investment Banking & Capital Markets. The Strategic Resolution Unit consolidates the
remaining portfolios from the former non-strategic units plus additional businesses and positions that do not fit with our strategic direction. Our
business divisions cooperate closely to provide holistic financial solutions, including innovative products and specially tailored advice.
Swiss Universal Bank
The Swiss Universal Bank division offers comprehensive advice and a wide range of financial solutions to private, corporate and institutional
clients primarily domiciled in our home market of Switzerland, which offers attractive growth opportunities and where we can build on a strong market
position across our key businesses. Our private banking business has a leading franchise in our Swiss home market and serves ultra-high-net-worth
individuals, high-net-worth individuals and retail clients. Our corporate and institutional banking business serves large corporate clients, small and
medium-sized enterprises, institutional clients and financial institutions.
International Wealth Management
The International Wealth Management division offers tailored financial solutions to wealthy private clients and external asset managers in Europe,
the Middle East, Africa and Latin America through its private banking business. The division's footprint spans emerging economies as well as mature
European markets and it has access to the broad spectrum of our global resources and capabilities. Our asset management business offers investment
solutions and services globally to our private banking businesses and a wide range of other clients, including pension funds, governments, foundations
and endowment funds, corporations and individuals.
Asia Pacific
The Asia Pacific division offers integrated private banking and investment banking financial solutions to wealthy individuals, institutional investors
and corporate clients in the Asia Pacific region, drawing on our global resources. The division is well positioned to capture market opportunities in Asia
Pacific, which is experiencing rapid wealth creation and where the number of ultra-high-net-worth individuals is growing. We offer institutional
investors access to broader financial markets and differentiated product offerings.
Global Markets
The Global Markets division offers a broad range of equities and fixed income products and services and focuses on client-driven businesses and on
supporting our private banking businesses and their clients. Our suite of products and services includes global securities sales, trading and execution
services, prime brokerage, underwriting and comprehensive investment research. Our clients include financial institutions, corporations, governments,
institutional investors--including pension funds and hedge funds--and private individuals around the world.
Investment Banking & Capital Markets
The Investment Banking & Capital Markets division offers a broad range of investment banking services to corporations, financial institutions,
financial sponsors and ultra-high-net-worth individuals and sovereign clients. Our range of products and services includes advisory services related to
mergers
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and acquisitions, divestitures, takeover defense mandates, business restructurings and spin-offs. The division also engages in debt and equity
underwriting of public securities offerings and private placements.
Strategic Resolution Unit
The Strategic Resolution Unit was created to facilitate the immediate right-sizing of our business divisions from a capital perspective and includes
remaining portfolios from former non-strategic units plus transfers of additional exposures from the business divisions. The unit's primary focus is on
facilitating the rapid wind-down of capital usage and costs to reduce the negative impact on the Group's performance. Repositioned as a separate
division, this provides clearer accountability, governance and reporting.
Background

On April 18, 2016, the Issuer issued $2,000,000,000 aggregate principal amount of Original
Notes due 2026 pursuant to an indenture entered into on April 18, 2016 (the "2026 Indenture"),
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$1,500,000,000 aggregate principal amount of Original Notes due 2021 pursuant to an indenture
entered into on April 18, 2016 (the "2021 Indenture") and $1,000,000,000 aggregate principal
amount of Original Floating Rate Notes due 2021 pursuant to an indenture entered into on
April 18, 2016 (the "2021 Floating Rate Indenture"). On June 10, 2016, the Issuer issued
$2,000,000,000 aggregate principal amount of Original Notes due 2023 pursuant to an indenture
entered into on June 10, 2016 (the "2023 Indenture" and, together with the 2026 Indenture, the
2021 Indenture and the 2021 Floating Rate Indenture, the "Indentures" and each individually, an
"Indenture"). In connection with those issuances, the Issuer and the Guarantor entered into a
registration rights agreement with respect to each series of Original Notes, dated as of April 13,
2016 and June 7, 2016, as applicable (the "Registration Rights Agreements"), in which the Issuer
and the Guarantor agreed, among other things, to complete an exchange offer for the relevant
series of Original Notes. Below is a summary of the Exchange Offers.
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The Exchange Offers

The Issuer is offering to exchange up to $2,000,000,000 aggregate principal amount of the
outstanding Original Notes due 2026 for a like principal amount of the Exchange Notes due
2026, up to $1,500,000,000 aggregate principal amount of the outstanding Original Notes due
2021 for a like principal amount of the Exchange Notes due 2021, up to $1,000,000,000
aggregate principal amount of the outstanding Original Floating Rate Notes due 2021 for a like
principal amount of the Exchange Floating Rate Notes due 2021 and up to $2,000,000,000
aggregate principal amount of the outstanding Original Notes due 2023 for a like principal
amount of the Exchange Notes due 2023. You may tender Original Notes of any series only in
denominations of $250,000 and any integral multiple of $1,000 in excess thereof. The Issuer will
issue each series of Exchange Notes promptly after the Expiration Date of the applicable
Exchange Offer. In order to be exchanged, an Original Note must be validly tendered, not
validly withdrawn and accepted. Subject to the satisfaction or waiver of the conditions of the
Exchange Offers, all Original Notes that are validly tendered and not validly withdrawn will be
exchanged. As of the date of this prospectus, $2,000,000,000 aggregate principal amount of
Original Notes due 2026, $1,500,000,000 aggregate principal amount of Original Notes due
2021, $1,000,000,000 aggregate principal amount of Original Floating Rate Notes due 2021 and
$2,000,000,000 aggregate principal amount of Original Notes due 2023 are outstanding. If all
outstanding Original Notes are tendered for exchange, there will be $2,000,000,000 aggregate
principal amount of Exchange Notes due 2026, $1,500,000,000 aggregate principal amount of
Exchange Notes due 2021, $1,000,000,000 aggregate principal amount of Exchange Floating
Rate Notes due 2021 and $2,000,000,000 aggregate principal amount of Exchange Notes due
2023 outstanding after the Exchange Offers.

Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy the obligations of the Issuer and Guarantor
under the Registration Rights Agreements.

Expiration Date; Tenders
The Exchange Offers will expire at 5:00 p.m., New York City time, on November 16, 2016,
unless we extend the period of time during which the relevant Exchange Offer is open. In the
event of any material change in any of the Exchange Offers, we will extend the period of time
during which the relevant Exchange Offer is open, if necessary, so that the relevant Expiration
Date is at least five Business Days following the date of notice of the material change. By
signing or agreeing to be bound by the letter of transmittal, you will represent, among other
things, that:

· you are not an affiliate of ours;
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· you are acquiring the Exchange Notes in the ordinary course of your business;
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· you are not participating, do not intend to participate, and have no arrangement or
understanding with anyone to participate, in the distribution (within the meaning of the
Securities Act) of the Exchange Notes; and

· if you are a broker-dealer that will receive Exchange Notes for your own account in exchange
for Original Notes that were acquired as a result of market-making activities or other trading
activities, you will deliver a prospectus (or to the extent permitted by law, make available a
prospectus to purchasers) in connection with any resale of such Exchange Notes. For further
information regarding resales of the Exchange Notes by broker-dealers, see the discussion
under the caption "Plan of Distribution."

Accrued Interest on the Exchange Notes and
The Exchange Notes will bear interest from (and including) the most recent date on which
Original Notes
interest on the applicable series of Original Notes has been paid or, if no interest has been paid
on the applicable series of Original Notes, from (and including) the issue date of the applicable
series of Original Notes. If your Original Notes are accepted for exchange, you will receive
interest on the corresponding Exchange Notes and not on such Original Notes, provided that you
will receive interest on the Original Notes and not the Exchange Notes if and to the extent the
record date for such interest payment occurs prior to completion of the relevant Exchange Offer.
Any Original Notes not tendered will remain outstanding and continue to accrue interest
according to their terms.

Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers is subject to the
satisfaction of certain customary conditions, including that we will not be obligated to
consummate the Exchange Offers upon the occurrence of an event or events or the likely
occurrence of an event or events that would or might reasonably be expected to prohibit, restrict
or delay the consummation of the Exchange Offers or materially impair the contemplated
benefits of the Exchange Offers. No Exchange Offer is conditioned upon any minimum amount
of Original Notes being tendered or on the consummation of any other Exchange Offer. Subject
to applicable law, we may waive any of these conditions in our sole discretion.

See "The Exchange Offers--Conditions to the Exchange Offers."
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Procedures for Tendering Original Notes

A tendering holder must, at or prior to the applicable Expiration Date:

· transmit a properly completed and duly executed letter of transmittal, including all other
documents required by the letter of transmittal, to the Exchange Agent at the address listed in
this prospectus; or

· if Original Notes are tendered in accordance with the book-entry procedures described in this
prospectus, the tendering holder must transmit an agent's message, as defined below, to the
Exchange Agent at the address listed in this prospectus.

See "The Exchange Offers--Procedures for Tendering."

Special Procedures for Beneficial Owner
If you are a beneficial owner of Original Notes that are registered in the name of your broker,
dealer, commercial bank, trust company or other nominee, and you wish to tender your Original
Notes in the relevant Exchange Offer, you should promptly instruct the registered holder to
tender on your behalf. See "The Exchange Offers--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the applicable
Expiration Date. See "The Exchange Offers--Withdrawal Rights."

Acceptance of Original Notes and Delivery of
Subject to the conditions stated in the section "The Exchange Offers--Conditions to the
Exchange Notes
Exchange Offers" of this prospectus, we will accept for exchange any and all Original Notes of
each series that are properly tendered in the relevant Exchange Offer and not validly withdrawn
before 5:00 p.m., New York City time, on the applicable Expiration Date. The corresponding
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Exchange Notes will be delivered promptly after the applicable Expiration Date. See "The
Exchange Offers--Terms of the Exchange Offers."

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See "The
Exchange Offers--Absence of Dissenters' Rights of Appraisal."

Material U.S. Federal Tax Consequences
Your exchange of Original Notes for Exchange Notes pursuant to any of the Exchange Offers
will not be a taxable event for U.S. federal income tax purposes. See "Taxation."

Exchange Agent
U.S. Bank National Association is serving as exchange agent (the "Exchange Agent") in
connection with the Exchange Offers. See "The Exchange Offers--Exchange Agent."
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Use of Proceeds

We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange
Offers. The Original Notes surrendered and exchanged for the Exchange Notes will be retired
and canceled.

Resales
Based on existing interpretations of the Securities Act by the SEC staff set forth in several no-
action letters to third parties, and subject to the immediately following sentence, we believe
Exchange Notes issued under the Exchange Offers in exchange for Original Notes may be
offered for resale, resold and otherwise transferred by the holders thereof (other than holders that
are broker-dealers) without further compliance with the registration and prospectus delivery
provisions of the Securities Act. However, any holder of Original Notes that (i) is an affiliate of
ours, (ii) participates, intends to participate or has an arrangement or understanding with any
person to participate in the Exchange Offers for the purpose of distributing any of the Exchange
Notes, or (iii) is a broker-dealer that purchased any of the Original Notes from us for resale
pursuant to Rule 144A or any other available exemption under the Securities Act, in each case
(x) will not be able to rely on the interpretations of the SEC staff set forth in the above
mentioned no-action letters, (y) will not be entitled to tender its Original Notes in the Exchange
Offers and (z) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Original Notes unless such sale or
transfer is made pursuant to an exemption from such requirements.

Any broker-dealer that will receive Exchange Notes for its own account in exchange for
Original Notes that were acquired as a result of market-making activities or other trading
activities must deliver a prospectus (or to the extent permitted by law, make available a
prospectus to purchasers) in connection with any resale of such Exchange Notes.
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Consequences Of Not Exchanging Original

If we complete the Exchange Offers and you do not exchange your Original Notes in the
Notes
Exchange Offers, your Original Notes will continue to be subject to the existing restrictions on
transfer described in the legend on your Original Notes. Although your Original Notes will
continue to accrue interest, they will generally retain no rights under the Registration Rights
Agreements. We currently do not intend to register any series of Original Notes under the
Securities Act. Under limited circumstances, holders of the Original Notes, including holders that
are not permitted to participate in the Exchange Offers or that may not freely sell Exchange
Notes received in the Exchange Offers, may require us to file, and to cause to become effective,
a shelf registration statement covering resales of Original Notes by these holders. For more
information regarding the consequences of not tendering your Original Notes and our obligations
to file a shelf registration statement, see "The Exchange Offers--Consequences of Exchanging
or Failing to Exchange the Original Notes" and "The Exchange Offers--Registration Rights."

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