Obligation Home Depot Inc. 3.125% ( US437076BZ43 ) en USD

Home Depot Inc.

68.544 % ▼

Etas-Unis

US437076BZ43 ( en USD )

3.125% par an ( paiement semestriel )

14/12/2049

Prospectus brochure de l'obligation The Home Depot US437076BZ43 en USD 3.125%, échéance 14/12/2049

2 000 USD

1 250 000 000 USD

437076BZ4

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/06/2026 ( Dans 126 jours )

The Home Depot est une entreprise américaine de vente au détail spécialisée dans la vente de matériaux de construction, de produits de rénovation résidentielle et de jardinage.

L'obligation US437076BZ43 de The Home Depot (États-Unis), d'une valeur nominale de 1 250 000 000 USD, avec un coupon de 3,125% payable semestriellement jusqu'à sa maturité le 14/12/2049, est actuellement négociée à 67,7311% de sa valeur nominale, avec un minimum d'achat de 2000 USD, et bénéficie d'une notation A (S&P) et A2 (Moody's).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No: 333-227052
Calculation of Registration Fee

Proposed
Proposed
Amount
Maximum
Maximum
to be
Offering
Aggregate
Amount of

Registered

Price Per Unit

Offering Price

Registration Fee(1)
2.950% Notes due June 15, 2029

$750,000,000

104.278%

$782,085,000

3.125% Notes due December 15, 2049

$1,250,000,000

98.716%

$1,233,950,000

Total

$2,000,000,000

$2,016,035,000

$261,681.34

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 27, 2018
$2,000,000,000

THE HOME DEPOT, INC.
2.950% Notes due June 15, 2029
3.125% Notes due December 15, 2049

This is an offering of $750,000,000 of 2.950% notes due June 15, 2029 (the "2029 notes") and $1,250,000,000 of 3.125% notes due December 15,
2049 (the "2049 notes"). We refer to the 2029 notes and the 2049 notes together as the "notes." The 2029 notes will have identical terms (except for the
issue price, the issue date and the initial interest payment date), be fungible with and be part of a single series of senior debt securities with $1,000,000,000
principal amount of the 2029 notes issued by us on June 17, 2019 and described in our prospectus supplement dated June 3, 2019. The outstanding principal
amount of such series of notes, after issuance of the 2029 notes, will be $1,750,000,000.
We will pay interest on the 2029 notes every June 15 and December 15, beginning June 15, 2020, with interest accruing from December 15, 2019.
We will pay interest on the 2049 notes every June 15 and December 15, beginning June 15, 2020.
We may redeem the notes at any time at the applicable redemption prices specified herein.
The notes will be our unsecured senior obligations and will rank equally with our existing and future unsecured and unsubordinated indebtedness.
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will not be listed on any securities exchange. There is currently no public market for the notes.
For a more detailed description of the notes, see "Description of the Notes" beginning on page S-4.

Price to
Underwriting Discounts
Proceeds to

the Public(1)

and Commissions

Home Depot

Per 2029 Note

104.278%

0.450%

103.828%
Per 2049 Note

98.716%

0.875%

97.841%
Total

$2,016,035,000

$
14,312,500

$2,001,722,500
(1)
Plus, with respect to the 2029 notes, $1,720,833.33 of accrued interest from December 15, 2019, and, with respect to the 2049 notes, accrued interest,
if any, from January 13, 2020, if settlement occurs after that date.
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Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company ("DTC") and its direct and
indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, societé anonyme ("Clearstream"), on or about January
13, 2020, against payment therefor in immediately available funds.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the
contrary is a criminal offense.
Investing in the notes involves risk. See "Risk Factors" on page S-3 of this prospectus supplement.
Joint Book-Running Managers

BofA Securities

Credit Suisse

Goldman Sachs & Co. LLC

J.P. Morgan
Co-Managers

Barclays

BNY Mellon Capital Markets, LLC

Citigroup

Deutsche Bank Securities

Fifth Third Securities

Mizuho Securities

Morgan Stanley

RBC Capital Markets

Siebert Williams Shank

SunTrust Robinson Humphrey

TD Securities

US Bancorp

Wells Fargo Securities

Ramirez & Co., Inc.
The date of this prospectus supplement is January 6, 2020.
Table of Contents
We are responsible for the information contained in this prospectus supplement and the accompanying prospectus and in any related free
writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized any dealer, salesperson or other person to
give any information or to make any representation other than those contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus, and we take no responsibility for any other information that others may give you. This prospectus supplement and
the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell or the solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The
information contained in this prospectus supplement and the accompanying prospectus is accurate as of the dates on their respective covers. When
we deliver this prospectus supplement and the accompanying prospectus or make a sale pursuant to this prospectus supplement and the
accompanying prospectus, we are not implying that the information is current as of the date of the delivery or sale.

TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
The Home Depot, Inc.
S-2
Cautionary Note Regarding Forward-Looking Statements
S-2
Risk Factors
S-3
Use of Proceeds
S-3
Description of the Notes
S-4
Certain U.S. Federal Income Tax Considerations
S-9
Underwriting
S-14
Legal Matters
S-20
Independent Registered Public Accounting Firm
S-20
Where You Can Find More Information
S-20
Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

1
Forward-Looking Statements and Risk Factors

2
The Home Depot, Inc.

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges

4
Description of Debt Securities

5
Plan of Distribution

16
Legal Matters

17
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Independent Registered Public Accounting Firm

17

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the notes
offered. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. If the description
of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.
Before purchasing any notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information described under the heading "Where You Can Find More Information" in this prospectus supplement.
Unless otherwise indicated, all references in this prospectus supplement to "we," "our," the "Company," or "Home Depot" refer to The Home Depot,
Inc. and its consolidated subsidiaries.

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Table of Contents
THE HOME DEPOT, INC.
The Home Depot, Inc. is the world's largest home improvement retailer based on net sales for the fiscal year ended February 3, 2019. The Home
Depot offers its customers a wide assortment of building materials, home improvement products, lawn and garden products, and décor products and
provides a number of services, including home improvement installation services and tool and equipment rental. As of November 3, 2019, the Company
had 2,290 The Home Depot stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands
and Guam), Canada and Mexico.
The Home Depot, Inc. is a Delaware corporation that was incorporated in 1978. Our Store Support Center (corporate office) is located at 2455 Paces
Ferry Road, Atlanta, Georgia 30339. Our telephone number at that address is (770) 433-8211.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference herein may contain statements, estimates or projections that constitute
"forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Generally, the words "believes," "expects," "anticipates,"
"plans," "estimates," "should" and "intends" and similar expressions identify forward-looking statements, which generally are not historical in nature.
However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements may relate
to, among other things, the demand for our products and services; net sales growth; comparable sales; effects of competition; implementation of store,
interconnected retail, supply chain and technology initiatives; inventory and in-stock positions; state of the economy; state of the housing and home
improvement markets; state of the credit markets, including mortgages, home equity loans and consumer credit; impact of tariffs; issues related to the
payment methods we accept; demand for credit offerings; management of relationships with our associates, suppliers and vendors; continuation of share
repurchase programs; net earnings performance; earnings per share; dividend targets; capital allocation and expenditures; liquidity; return on invested
capital; expense leverage; stock-based compensation expense; commodity price inflation and deflation; the ability to issue debt on terms and at rates
acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation; the effect of accounting charges; the effect of
adopting certain accounting standards; the impact of the Tax Cuts and Jobs Act of 2017 and other regulatory changes; store openings and closures; financial
outlook; and the integration of acquired companies into our organization and the ability to recognize the anticipated synergies and benefits of those
acquisitions.
Forward-looking statements are based on currently available information and our current assumptions, expectations and projections about future
events. You should not rely on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events,
risks and uncertainties--many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us--as well as
potentially inaccurate assumptions that could cause actual results to differ materially from our expectations and projections. These risks and uncertainties
include, but are not limited to, those described in "Risk Factors" herein, in Item 1A, "Risk Factors" and elsewhere in our Annual Report on Form 10-K for
our fiscal year ended February 3, 2019 and in subsequent Quarterly Reports on Form 10-Q, which filings are available from the Securities and Exchange
Commission (the "SEC") as described under the heading "Where You Can Find More Information" in this prospectus supplement.
Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by
law. You are advised, however, to review any further disclosure we make on related subjects in our periodic filings with the SEC.

S-2
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Table of Contents
RISK FACTORS
Investing in the notes involves risk. Before making an investment in the notes, you should carefully consider the risk factors identified in Item 1A.
"Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended February 3, 2019, which is incorporated herein by reference, as those risk
factors are amended or supplemented by the other reports and documents we file with the SEC after the date of this prospectus supplement.
USE OF PROCEEDS
We estimate that the net proceeds to us from this offering will be approximately $1.999 billion (plus accrued interest on the 2029 notes offered
hereby to be paid to us by purchasers of such notes) after deducting underwriting discounts and commissions and estimated offering expenses payable by
us. We intend to use the net proceeds for general corporate purposes, including repurchases of shares of our common stock, subject to market conditions
and other business considerations.

S-3
Table of Contents
DESCRIPTION OF THE NOTES
Each series of the notes constitutes a series of senior debt securities described in "Description of Debt Securities" in the accompanying prospectus.
This description supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the debt securities
contained in "Description of Debt Securities" in the accompanying prospectus. You should read this description together with the description under the
heading "Description of Debt Securities" in the accompanying prospectus.
Each series of the notes will be issued under the indenture dated as of August 24, 2012 entered into with Deutsche Bank Trust Company Americas,
as trustee. We urge you to read the indenture because it, not the descriptions below and in the accompanying prospectus, defines your rights. Those
descriptions are qualified in their entirety by reference to the actual provisions of the indenture and the notes. You may obtain copies of the indenture and
the notes from us without charge. See the section entitled "Where You Can Find More Information" in this prospectus supplement.
General
The 2029 notes will mature on June 15, 2029 and will bear interest as described in "--Interest" below. We previously issued $1,000,000,000
aggregate principal amount of 2.950% notes due June 15, 2029 (the "existing 2029 notes") on June 17, 2019, all of which will remain outstanding
following this offering. The 2029 notes will form a part of the series of the existing 2029 notes and will have the same terms (except for the issue price, the
issue date and the initial interest payment date) as the existing 2029 notes. The 2029 notes will have the same CUSIP number as the existing 2029 notes and
will trade interchangeably with the existing 2029 notes immediately upon settlement. The 2029 notes and the existing 2029 notes will constitute a single
series under the indenture for all purposes. Upon issuance of the 2029 notes, the aggregate principal amount outstanding of our 2.950% Notes due June 15,
2029 will be $1,750,000,000. Unless context requires otherwise, for all purposes of the indenture and this "Description of the Notes," references to the
notes include the 2029 notes and the existing 2029 notes.
The 2049 notes will mature on December 15, 2049, and will bear interest as described in "--Interest" below.
The notes do not contain any sinking fund provisions.
The notes will be issued only in registered form without coupons, in denominations of $2,000 or integral multiples of $1,000 in excess thereof. No
service charge will be made for any registration of transfer or any exchange of notes, but we may require payment of a sum sufficient to cover any transfer
tax or similar governmental charge payable in connection therewith.
The notes will be our unsecured senior obligations and will rank equally with our existing and future unsecured and unsubordinated indebtedness.
The indenture does not limit the amount of debt securities we may issue.
In some circumstances, we may elect to discharge our obligations in respect of the notes through defeasance or covenant defeasance. See
"Description of Debt Securities--Defeasance" in the accompanying prospectus for more information about how we may do this.
Interest
We will pay interest on the 2029 notes at the rate of 2.950% per year. Interest on the 2029 notes will be paid semi-annually in arrears on June 15 and
December 15 of each year, beginning June 15, 2020, with interest accruing from December 15, 2019, to holders of record on the preceding June 1 and
December 1 (whether or not a business day). Interest payments for the 2029 notes will include accrued interest from and including December 15, 2019 or
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from and including the last date in respect of which interest has been paid or provided for, as the case may be, to but excluding the next interest payment
date or the date of maturity, as the case may be.

S-4
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We will pay interest on the 2049 notes at the rate of 3.125% per year. Interest on the 2049 notes will be paid semi-annually in arrears on June 15 and
December 15 of each year, beginning June 15, 2020, to holders of record on the preceding June 1 and December 1 (whether or not a business day). Interest
payments for the 2049 notes will include accrued interest from and including January 13, 2020 or from and including the last date in respect of which
interest has been paid or provided for, as the case may be, to but excluding the next interest payment date or the date of maturity, as the case may be.
Interest payable at the maturity of each series of the notes will be payable to the registered holders of the notes to whom the principal is
payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date, date of redemption, Change of Control Payment Date (as defined below) or the maturity date of any such series of the
notes is not a business day, then payment of principal and interest will be made on the next succeeding business day. No interest will accrue on the amount
so payable for the period from such interest payment date, redemption date, Change of Control Payment Date or maturity date, as the case may be, to the
date payment is made. A "business day" is any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the
City of New York are authorized or obligated by law or executive order to close.
Optional Redemption
We may, at our option, at any time and from time to time redeem all or any portion of each series of the notes on not less than 15 nor more than
45 days' prior notice mailed to the holders of the notes to be redeemed. Prior to the relevant Par Call Date, each series of the notes will be redeemable at a
redemption price, plus accrued interest to the date of redemption, equal to the greater of (1) 100% of the principal amount of the notes to be redeemed or
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such series
of notes matured on the relevant Par Call Date (except that, if the redemption date is not an interest payment date, the amount of the next succeeding
scheduled interest payment will be reduced (solely for the purpose of this calculation) by the amount of interest accrued thereon to the redemption date),
discounted to the redemption date (using the discount rate set forth below) on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months). The discount rate for the 2029 notes will be the Treasury Rate plus 15 basis points and the discount rate for the 2049 notes will be the Treasury
Rate plus 15 basis points.
At any time on or after the relevant Par Call Date, each series of the notes will be redeemable, in whole or in part at any time and from time to time,
at our option at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued interest thereon to the date of
redemption.
"Par Call Date" means, with respect to the 2029 notes, March 15, 2029 (the date that is three months prior to the maturity date of the 2029 notes)
and, with respect to the 2049 notes, June 15, 2049 (the date that is six months prior to the maturity date of the 2049 notes).
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of
the second business day immediately preceding such redemption date) of the applicable Comparable Treasury Issue, assuming a price for such Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the notes of the relevant series. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.

S-5
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"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations as
determined by us for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer
than four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained, or (3) if only one Reference
Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.
"Reference Treasury Dealer" means, with respect to the 2029 notes, Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC and, with respect to the 2049 notes, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC
and J.P Morgan Securities LLC, and in each case their successors and affiliates and two other nationally recognized investment banking firms that are
Primary Treasury Dealers specified from time to time by us, except that if any of the foregoing ceases to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we are required to designate as a substitute another nationally recognized investment banking firm that is a
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Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by us, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to us by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third business day preceding such redemption date.
On and after any redemption date, interest will cease to accrue on the notes called for redemption. Prior to any redemption date, we are required to
deposit with a paying agent money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If we are
redeeming less than all of the notes of a given series, the trustee under the indenture must select the notes of that series to be redeemed either pro rata, by lot
or by such other method as the trustee deems fair and reasonable; provided, that so long as the notes of that series are represented by one or more global
securities, interests in such notes will be selected for redemption by DTC in accordance with its standard procedures therefor.
We may, in any notice of redemption delivered to holders of the notes, specify in our discretion one or more conditions precedent that must be
satisfied prior to our obligation to so redeem the notes subject to such notice of redemption.
Change of Control
If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes as described above, holders of notes will
have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their notes pursuant to the
offer described below (the "Change of Control Offer") on the terms set forth in the notes. In the Change of Control Offer, we will be required to offer
payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased,
to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event, we will be required to mail
a notice to holders of notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the
notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"), pursuant to the procedures required by the notes and described in such notice. We must comply with the requirements
of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To
the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the notes, we will be required to
comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions
of the notes by virtue of such conflicts.

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On the Change of Control Payment Date, we will be required, to the extent lawful, to:

·
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

·
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly

tendered; and

·
deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate principal

amount of notes or portions of notes being purchased.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Home Depot and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting
the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to
require Home Depot to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Home Depot
and its subsidiaries taken as a whole to another Person or group may be uncertain.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
"Below Investment Grade Rating Event" means the notes of the applicable series are rated below an Investment Grade Rating by each of the Rating
Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the notes
of such series is under publicly announced consideration for possible downgrade by any of the Rating Agencies).
"Change of Control" means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Home Depot and its
consolidated subsidiaries taken as a whole to any Person other than Home Depot or one of its subsidiaries; or (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any Person becomes the beneficial owner, directly or indirectly, of
more than 50% of the total voting power of Home Depot's voting stock.
"Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
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"Fitch" means Fitch Ratings.
"Investment Grade Rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody's and BBB-
(or the equivalent) by S&P.
"Moody's" means Moody's Investors Service, Inc.
"Person" means any individual, partnership, corporation, limited liability company, joint stock company, business trust, trust, unincorporated
association, joint venture or other entity, or a government or political subdivision or agency thereof.
"Rating Agencies" means (1) each of Fitch, Moody's and S&P; and (2) if any of Fitch, Moody's or S&P ceases to rate the notes or fails to make a
rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the

S-7
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Exchange Act, selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as
the case may be.
"S&P" means S&P Global Ratings, a division of S&P Global, Inc., and its successors.
Additional Notes
We may, without the consent of the holders of the notes, create and issue additional notes ranking equally with any series of notes in all respects and
having the same interest rate, maturity and other terms as such series of notes (except for the public offering price and issue date and, in some
circumstances, the first interest payment date) so that such additional notes shall be consolidated and form a single series with such notes; provided, that
such additional notes will be issued with no more than de minimis original issue discount for U.S. federal income tax purposes and if such additional notes
are not fungible with the series of notes offered hereby for United States federal income tax purposes, the additional notes will have a different CUSIP
number. No additional notes may be issued if an event of default has occurred and is continuing with respect to such notes.
Book-Entry System
Upon issuance, each series of the notes will be represented by one or more fully registered global certificates, each of which we refer to as a global
security. Each such global security will be deposited with, or on behalf of, DTC and registered in the name of DTC or a nominee thereof. Unless and until
it is exchanged in whole or in part for notes in definitive form, no global security may be transferred except as a whole by DTC to a nominee of DTC or by
a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.
Accountholders in the Euroclear or Clearstream clearance systems may hold beneficial interests in the notes through the accounts that each of these
systems maintains as a participant in DTC.
A description of DTC's procedures with respect to the global securities is set forth in the section "Description of Debt Securities--Book-Entry
Delivery and Settlement" in the accompanying prospectus.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain U.S. federal income tax consequences to you of the purchase, ownership, and disposition of the notes as of
the date hereof. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations,
administrative rulings and judicial decisions currently in effect as of the date hereof. Those authorities may be changed, perhaps retroactively, or interpreted
differently by the Internal Revenue Service ("IRS") or the courts so as to result in U.S. federal income tax consequences different from those summarized
below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there
can be no assurance that the IRS will agree with such statements and conclusions. This summary deals only with the notes held as a capital asset by a
beneficial owner who purchased the notes for cash pursuant to this offering at the offer price set forth on the front cover hereof.
This summary does not describe all of the U.S. federal income tax considerations that may be relevant to you in light of your particular investment or
other circumstances. This discussion also does not discuss the particular tax consequences that might be relevant to you if you are subject to special rules
under the U.S. federal income tax laws. Special rules apply, for example, if you are:

·
a bank, thrift, insurance company, regulated investment company or other financial institution or financial service company;

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·
a broker or dealer in securities or foreign currency;

·
a U.S. person that has a functional currency other than the U.S. dollar;

·
a person subject to alternative minimum tax;

·
a person who owns the notes as part of a straddle, hedging transaction, constructive sale transaction or other risk-reduction transaction;

·
a tax-exempt entity;

·
a retirement plan;

·
a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes);

·
a person who is required for U.S. federal income tax purposes to conform the timing of income accruals to its financial statements under

section 451(b) of the Code;

·
a person who has ceased to be a United States citizen or to be taxed as a resident alien; or

·
a person who acquires the notes in connection with employment or other performance of services.
In addition, the following discussion does not address all possible tax consequences related to the acquisition, ownership and disposition of the notes.
In particular, it does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax consequences, or the consequences arising under
any tax treaty.
This discussion is for informational purposes only and is not a substitute for careful tax planning and advice. If you are considering the
purchase of the notes, you should consult your own tax advisor concerning the particular U.S. federal tax consequences to you of the ownership of
the notes, including gift and estate tax laws, as well as the consequences to you arising under the laws of any other taxing jurisdiction, including
any state, local, foreign or other tax laws.
U.S. Holders
For purposes of this summary, a "U.S. Holder" means a beneficial owner of a note that for U.S. federal income tax purposes is:

·
an individual who is a resident or a citizen of the United States;

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a corporation or other entity treated as a corporation for U.S. federal income tax purposes that is created or organized in or under the laws of

the United States, any State thereof or the District of Columbia;

·
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

·
a trust if (a) a court within the United States is able to exercise primary control over its administration and one or more United States persons

(as defined in the Code) have the authority to control all substantial decisions of such trust or (b) the trust has validly elected to be treated as a
United States person.
If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a partner in such
partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. If you are a partner in a partnership that
holds notes, you should consult your tax advisors as to the United States federal income tax consequences to you of the acquisition, ownership and
disposition of the notes by the partnership.
Payment of Interest
It is anticipated, and this discussion assumes, that the notes will be issued with no more than de minimis original issue discount. In such case, interest
on the notes will generally be taxable to a U.S. Holder as ordinary income at the time it is received or accrued, in accordance with its usual method of
accounting for tax purposes. If, however, the issue price of the notes is less than their stated principal amount and the difference is equal to or more than a
de minimis amount (as set forth in the applicable Treasury regulations), a U.S. Holder will be required to include the difference in income as original issue
discount as it accrues in accordance with a constant yield method.
Amortizable Bond Premium
A U.S. Holder will acquire the notes with amortizable bond premium if the U.S. Holder purchases the notes for a price in excess of the stated
principal amount of the notes. A U.S. Holder may elect under the Code to amortize bond premium under the constant yield method over the remaining term
of the notes. If a U.S. Holder makes this election, it will apply to all taxable debt instruments having amortizable bond premium that the U.S. Holder owns
or subsequently acquires and may not be revoked without the consent of the IRS. Amortizable bond premium will be treated as an offset to interest income
on the notes rather than as a separate deduction, and a U.S. Holder will reduce its tax basis in a note by any amortized bond premium. If a U.S. Holder does
not elect to amortize bond premium, then that premium will decrease the gain or increase the loss otherwise recognized on a disposition of the notes.
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Sale or Other Taxable Disposition of the Notes
A U.S. Holder generally will recognize gain or loss upon the sale, exchange, redemption, retirement or other taxable disposition of the notes equal to
the difference between (a) the amount realized upon the sale, exchange, redemption, retirement, or other taxable disposition (except to the extent
attributable to accrued and unpaid stated interest, which will generally be taxable as ordinary income to the extent not previously included in income), and
(b) the U.S. Holder's "adjusted tax basis" in the notes. A U.S. Holder's adjusted tax basis in a note generally will equal its purchase price for the note,
reduced by any previously amortized bond premium.
Gain or loss on the disposition of notes will generally be capital gain or loss and will be long-term capital gain or loss if the notes have been held for
more than one year at the time of disposition. Certain non-corporate U.S. Holders, including individuals, may be eligible for a reduced rate of tax on long-
term capital gains. The deductibility of capital losses is subject to certain limitations.

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Medicare Tax
Certain U.S. Holders that are individuals, estates, or trusts will be subject to a 3.8% tax on all or a portion of their "net investment income," which
will generally include all or a portion of their interest income and net gains from the disposition of the notes. Each U.S. Holder that is an individual, estate,
or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of its investment in the notes.
Information Reporting and Backup Withholding Tax
In general, information reporting requirements will apply to payments to certain non-corporate U.S. Holders of principal and interest on a note and
the proceeds of the sale of a note. If you are a U.S. Holder, you may be subject to backup withholding, at a current rate of 24%, when you receive interest
with respect to the notes, or when you receive proceeds upon the sale, exchange, redemption, retirement or other disposition of the notes. In general, you
can avoid this backup withholding by properly executing, under penalties of perjury, an IRS Form W-9 or suitable substitute form that provides:

·
your correct taxpayer identification number; and

·
a certification that (a) you are exempt from backup withholding because you are a corporation or come within another enumerated exempt

category, (b) you have not been notified by the IRS that you are subject to backup withholding, or (c) you have been notified by the IRS that
you are no longer subject to backup withholding.
If you do not provide your correct taxpayer identification number on IRS Form W-9 or suitable substitute form in a timely manner, you may be
subject to penalties imposed by the IRS.
Backup withholding will not apply, however, with respect to payments made to certain holders, including corporations and tax-exempt
organizations, provided their exemptions from backup withholding are properly established. Backup withholding is not an additional tax and amounts
withheld may be refunded or credited against your federal income tax liability, provided you furnish required information to the IRS.
Non-U.S. Holders
For purposes of this summary, a Non-U.S. Holder is any beneficial owner of a note that is neither a U.S. Holder nor a partnership (including any
entity or arrangement that is treated as a partnership for U.S. federal income tax purposes).
U.S. Federal Withholding Tax
If you are a Non-U.S. Holder, payments of interest made to you will be subject to U.S. federal withholding tax at a 30% rate, unless (a) you provide
us or our paying agent with a properly executed (1) IRS Form W-8BEN or W-8BEN-E (or other applicable form) claiming an exemption from or
reduction in withholding tax under an applicable tax treaty or (2) IRS Form W-8ECI (or other applicable form) stating that interest paid on a note is not
subject to withholding tax because it is effectively connected with your conduct of a trade or business (as described below under "--U.S. Federal Income
Tax") in the United States or (b) you meet all four of the following requirements (in which case no U.S. federal withholding tax will be imposed under the
"portfolio interest" exemption of the Code):

·
you are not a bank receiving interest described in section 881(c)(3)(A) of the Code;

·
you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the

meaning of the Code and applicable U.S. Treasury regulations;

·
you are not a controlled foreign corporation that is related to us, directly or indirectly, through stock ownership; and

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·
either (a) you provide your name and address on an IRS Form W-8BEN or W-8BEN-E (or other applicable form) and certify, under
penalties of perjury, that you are not a U.S. person or (b) you hold your notes through certain foreign intermediaries and satisfy the

certification requirements of applicable U.S. Treasury regulations. Special certification and other rules apply to certain Non-U.S. Holders that
are entities rather than individuals.
A Non-U.S. Holder is urged to consult its tax advisor regarding the availability of the above exemptions and the procedure for obtaining such
exemptions, if available. A claim for exemption will not be valid if the person receiving the applicable form has actual knowledge or reason to know that
the statements on the form are false.
Subject to the discussion below under "--Foreign Account Tax Compliance Act," the 30% U.S. federal withholding tax generally will not apply to
any gain that you realize on the sale, exchange, retirement or other disposition of a note.
U.S. Federal Income Tax
If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on the notes is effectively connected with its conduct of that
trade or business (or the interest is attributable to a permanent establishment maintained by it in the United States if a tax treaty applies), the Non-U.S.
Holder will be subject to U.S. federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax, provided it
complies with certain certification and disclosure requirements discussed above in "--U.S. Federal Withholding Tax"). In addition, if a Non-U.S. Holder is
a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of such effectively connected interest.
Any gain realized on the disposition of a note generally will not be subject to U.S. federal income tax unless:

·
the gain is effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States (or, if a tax treaty applies,

attributable to a permanent establishment maintained by a Non-U.S. Holder in the United States); or

·
a Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and

certain other conditions are met.
If a Non-U.S. Holder is an individual and is described in the first bullet above, it will be subject to tax on the net gain derived from the sale under
regular graduated U.S. federal income tax rates in a similar manner to a U.S. resident. If a Non-U.S. Holder is a foreign corporation and is described in the
first bullet above, it will be subject to tax on its gain under regular graduated U.S. federal income tax rates in a similar manner to a U.S. Holder and, in
addition, may be subject to the branch profits tax on its effectively connected earnings and profits at a rate of 30% or at such lower rate as may be specified
by an applicable income tax treaty. If a Non-U.S. Holder is described in the second bullet above, it will be required to pay a flat 30% tax on the gain
derived from the sale, which tax may be offset by U.S.-source capital losses for the year. Non-U.S. Holders should consult any applicable income tax or
other treaties that may provide for different rules.
Backup Withholding Tax and Information Reporting
If you are a Non-U.S. Holder, the amount of interest paid to you, and any tax withheld with respect to such interest payments, regardless of whether
any withholding was required, must be reported annually to the IRS and you. Copies of the information returns reporting the amount of interest paid to you
and the amount of any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an
applicable income tax treaty.
In general, you will not be subject to backup withholding and information reporting with respect to payments made by us with respect to the notes if
you have provided us with an IRS Form W-8BEN or

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W-8BEN-E (or other applicable form) as described above and we do not have actual knowledge or reason to know that you are a U.S. person. In addition,
no backup withholding or information reporting will be required with respect to the gross proceeds of the sale of notes made within the United States or
conducted through certain U.S. financial intermediaries if (a) the payor receives the certification described above and does not have actual knowledge or
reason to know that you are a U.S. person or (b) you otherwise establish an exemption. Backup withholding is not an additional tax. Any amounts so
withheld will be allowed as a credit against your federal income tax liability and may entitle you to a refund provided you timely furnish the required
information to the IRS.
Foreign Account Tax Compliance Act
Sections 1471 through 1474 of the Code, the U.S. Treasury regulations promulgated thereunder, and IRS administrative guidance, which are
commonly referred to as the "Foreign Account Tax Compliance Act" or "FATCA," generally impose withholding at a rate of 30% in certain circumstances
on interest payable on the notes held by or through certain financial institutions (including investment funds), unless such institution (a) enters into, and
complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution
that are owned by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain
payments, or (b) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information
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