Obligation Kraft Heinz 5% ( US50076QAC06 ) en USD

Kraft Heinz

109.5 % ⇌

Etats-unis

US50076QAC06 ( en USD )

5% par an ( paiement semestriel )

03/06/2042

Prospectus brochure de l'obligation Kraft Heinz Foods US50076QAC06 en USD 5%, échéance 03/06/2042

2 000 USD

2 000 000 000 USD

50076QAC0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

04/12/2025 ( Dans 179 jours )

Kraft Heinz est une entreprise multinationale agroalimentaire produisant et commercialisant une large gamme de produits alimentaires de marque, dont des sauces, des fromages, des condiments et des conserves, à travers le monde.

L'Obligation émise par Kraft Heinz ( Etats-unis ) , en USD, avec le code ISIN US50076QAC06, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/06/2042

L'Obligation émise par Kraft Heinz ( Etats-unis ) , en USD, avec le code ISIN US50076QAC06, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kraft Heinz ( Etats-unis ) , en USD, avec le code ISIN US50076QAC06, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-184314
PROSPECTUS
$9,600,000,000

LOGO
Kraft Foods Group, Inc.
Exchange Offer:
New $1,000,000,000 1.625% Notes due 2015 for $1,000,000,000 1.625% Notes due 2015
New $1,000,000,000 2.250% Notes due 2017 for $1,000,000,000 2.250% Notes due 2017
New $1,034,657,000 6.125% Notes due 2018 for $1,034,657,000 6.125% Notes due 2018
New $900,000,000 5.375% Notes due 2020 for $900,000,000 5.375% Notes due 2020
New $2,000,000,000 3.500% Notes due 2022 for $2,000,000,000 3.500% Notes due 2022
New $877,860,000 6.875% Notes due 2039 for $877,860,000 6.875% Notes due 2039
New $787,483,000 6.500% Notes due 2040 for $787,483,000 6.500% Notes due 2040
New $2,000,000,000 5.000% Notes due 2042 for $2,000,000,000 5.000% Notes due 2042
The Exchange Offer will expire at 5:00 p.m., New York City time,
on January 8, 2013, unless extended.

Material Terms of the Exchange Offer:
We are offering to exchange:
· New $1,000,000,000 1.625% Notes due 2015 (CUSIP No. 50076Q AK2) that have been registered under the Securities Act of 1933, as amended (the "Securities
Act") for outstanding $1,000,000,000 1.625% Notes due 2015 (the "Outstanding 2015 Notes") (CUSIP Nos. 50076Q AH9, U5009CAD2, 50076Q AJ5).
· New $1,000,000,000 2.250% Notes due 2017 (CUSIP No. 50076Q AY2) that have been registered under the Securities Act for outstanding $1,000,000,000
2.250% Notes due 2017 (the "Outstanding 2017 Notes") (CUSIP Nos. 50076Q AA4, U5009C AA8, 50076Q AB2).
· New $1,034,657,000 6.125% Notes due 2018 (CUSIP No. 50076Q AX4) that have been registered under the Securities Act for outstanding $1,034,657,000
6.125% Notes due 2018 (the "Outstanding 2018 Notes") (CUSIP Nos. 50076Q AV8, U5009C AH3, 50076Q AW6).
· New $900,000,000 5.375% Notes due 2020 (CUSIP No. 50076Q AU0) that have been registered under the Securities Act for outstanding $900,000,000 5.375%
Notes due 2020 (the "Outstanding 2020 Notes") (CUSIP Nos. 50076Q AS5, U5009C AG5, 50076Q AT3).
· New $2,000,000,000 3.500% Notes due 2022 (CUSIP No. 50076Q AZ9) that have been registered under the Securities Act for outstanding $2,000,000,000
3.500% Notes due 2022 (the "Outstanding 2022 Notes") (CUSIP Nos. 50076Q AF3, U5009C AC4, 50076Q AG1).
· New $877,860,000 6.875% Notes due 2039 (CUSIP No. 50076Q AR7) that have been registered under the Securities Act for outstanding $877,860,000 6.875%
Notes due 2039 (the "Outstanding 2039 Notes") (CUSIP Nos. 50076Q AP1, U5009C AF7, 50076Q AQ9).
· New $787,483,000 6.500% Notes due 2040 (CUSIP No. 50076Q AN6) that have been registered under the Securities Act for outstanding $787,483,000 6.500%
Notes due 2040 (the "Outstanding 2040 Notes") (CUSIP Nos. 50076Q AL0, U5009C AE0, 50076Q AM8).
· New $2,000,000,000 5.000% Notes due 2042 (CUSIP No. 50076Q AE6) that have been registered under the Securities Act for outstanding $2,000,000,000
5.000% Notes due 2042 (the "Outstanding 2042 Notes") (CUSIP Nos. 50076QAC0, U5009C AB6, 50076Q AD8).
· The exchange offer expires at 5:00 p.m., New York City time, on January 8, 2013, unless extended.
· Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the
New Notes (as defined below).
· You may withdraw tendered Outstanding Notes (as defined below) at any time prior to the expiration of the exchange offer.
· The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.
· The exchange of the New Notes for Outstanding Notes will not be a taxable exchange for U.S. federal income tax purposes.
· Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the
requirements of the Securities Act, in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus 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 New Notes received in
exchange for Outstanding Notes where such New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
We have agreed that for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in any
such resale. See "Plan of Distribution."
· There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or quotation
system.

In this prospectus, we refer to the (i) new $1,000,000,000 1.625% Notes due 2015 as the "New 2015 Notes," (ii) new $1,000,000,000 2.250% Notes due 2017 as the
"New 2017 Notes," (iii) new $1,034,657,000 6.125% Notes due 2018 as the "New 2018 Notes," (iv) new $900,000,000 5.375% Notes due 2020 as the "New 2020
Notes," (v) new $2,000,000,000 3.500% Notes due 2022 as the "New 2022 Notes," (vi) new $877,860,000 6.875% Notes due 2039 as the "New 2039 Notes,"
(vii) new $787,483,000 6.500% Notes due 2040 as the "New 2040 Notes," and (viii) new $2,000,000,000 5.000% Notes due 2042 as the "New 2042 Notes." We refer
to these eight series of new notes collectively as the "New Notes." Similarly, we refer to the outstanding notes, by series, as the (i) Outstanding 2015 Notes,
(ii) Outstanding 2017 Notes, (iii) Outstanding 2018 Notes, (iv) Outstanding 2020 Notes, (v) Outstanding 2022 Notes, (vi) Outstanding 2039 Notes, (vii) Outstanding
2040 Notes, and (viii) Outstanding 2042 Notes, and collectively as the "Outstanding Notes." See "Description of the New Notes" for more information about the New
Notes.

Investing in the New Notes involves risks. See "Risk Factors" beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated December 7, 2012

Table of Contents
TABLE OF CONTENTS

Page
MARKET AND INDUSTRY DATA
iii
WHERE YOU CAN FIND MORE INFORMATION
iii
FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1
RISK FACTORS
10
RATIO OF EARNINGS TO FIXED CHARGES
24
USE OF PROCEEDS
25
SELECTED HISTORICAL COMBINED FINANCIAL DATA
26
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
37
BUSINESS
72
THE EXCHANGE OFFER
82
DESCRIPTION OF THE NEW NOTES
92
MANAGEMENT
108
EXECUTIVE COMPENSATION
116
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
161
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
163
DESCRIPTION OF OTHER INDEBTEDNESS
171
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
172
PLAN OF DISTRIBUTION
173
LEGAL MATTERS
174
EXPERTS
174
INDEX TO FINANCIAL STATEMENTS
F-1
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not
rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for offers to buy any securities other than those to
which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful,
where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in
this prospectus is current only as of its date.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which
this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
We have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the New Notes. This
prospectus, which forms part of the registration statement, does not contain all the information included in the registration statement, including its exhibits
and schedules. For further information about us and the notes described in this prospectus, you should refer to the registration statement and its exhibits
and schedules. Statements we make in this prospectus about certain contracts or other documents are not necessarily complete. When we make such
statements, we refer you to the copies of the contracts or

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documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to those exhibits. The
registration statement, including the exhibits and schedules, is available at the SEC's website at www.sec.gov.
You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:
Kraft Foods Group, Inc.
Three Lakes Drive
Northfield, IL 60093
Attention: Investor Relations
Phone: (847) 646-2000
In order to ensure timely delivery, you must request the information no later than December 31, 2012, which is five business days before the
expiration of the exchange offer.

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MARKET AND INDUSTRY DATA
We obtained the market and competitive position data used in this registration statement from our own research, surveys or studies conducted by
third parties and industry or general publications.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
with these requirements, we file reports and other information relating to our business, financial condition and other matters with the SEC. We are
required to disclose in such reports certain information, as of particular dates, concerning our operating results and financial condition, officers and
directors, principal holders of securities, any material interests of such persons in transactions with us and other matters. Our filed reports, proxy
statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549.
The SEC also maintains a website that contains reports and other information regarding registrants like us that file electronically with the SEC. The
address of this site is: www.sec.gov.
Our Internet website is www.kraftfoodsgroup.com. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to those reports as soon as reasonably
practicable after we electronically file or furnish these materials to the SEC. In addition, we have posted the charters for our Audit Committee,
Compensation Committee and Governance Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics for
Non-Employee Directors, under the heading "Corporate Governance" in the Investor Relations section of our website.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends,"
"plans," "continues," "believes," "may," "will," "goals" and variations of such words and similar expressions are intended to identify our forward-looking
statements. Examples of forward-looking statements include, but are not limited to, statements, beliefs and expectations regarding the Spin-Off (as
defined below) and our business strategies, market potential, future financial performance, dividends, the impact of new accounting standards, costs
incurred in connection with the Spin-Off, the Restructuring Program (as described below in "Unaudited Pro Forma Combined Financial Statements"),
unrealized losses on hedging activities, results of pending legal matters, our goodwill and other intangible assets, price volatility and cost environment,
our liquidity, our funding sources, expected pension contributions, capital expenditures and funding, our financial covenants, repayments of debt, off-
balance sheet arrangements and contractual obligations, our accounting policies, general views about future operating results and other events or
developments that we expect or anticipate will occur in the future. These forward-looking statements are subject to a number of important factors,
including those factors discussed in detail under "Risk Factors" in this prospectus, that could cause our actual results to differ materially from those
indicated in any such forward-looking statements. These factors include, but are not limited to, increased competition; our ability to differentiate our
products from retailer and economy brands; our ability to maintain our reputation and brand image; increasing consolidation of retail customers; changes
in relationships with our significant customers and suppliers; continued volatility of, and sharp increases in, commodity and other input costs; pricing
actions; increased costs of sales; regulatory or legal changes, restrictions or actions; unanticipated expenses such as litigation or legal settlement expenses;
product recalls and product liability claims; unanticipated business disruptions; unexpected safety or manufacturing issues; our ability to predict, identify
and interpret changes in consumer preferences and demand; a shift in our product mix to lower margin offerings; our ability to complete

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proposed divestitures or acquisitions; our ability to realize the expected benefits of acquisitions if they are completed; our indebtedness and our ability to
pay our indebtedness; disruptions in our information technology networks and systems; our inability to protect our intellectual property rights; continued
consumer weakness; weakness in economic conditions; tax law changes; the qualification of the Contribution, Internal Distribution or Distribution (each
as defined below) for non-recognition treatment for U.S. federal income tax purposes (as well as any related indemnification obligation to Mondelz
International, Inc. ("Mondelz International") in case such transactions do not so qualify); the qualification of the Canadian aspects of the Internal
Reorganization (as defined below) for tax-deferred treatment for Canadian federal and provincial income tax purposes; our ability to achieve the benefits
we expect to achieve from the Spin-Off and to do so in a timely and cost-effective manner; our lack of operating history as an independent, publicly
traded company; future competition from Mondelz International; potential conflicts of interest for certain of our directors and officers due to their equity
ownership of or former service to Mondelz International; and the incurrence of substantial indebtedness in connection with the Spin-Off and any
potential related reductions in spending on our business activities. We disclaim and do not undertake any obligation to update or revise any forward-
looking statement in this prospectus, except as required by applicable law or regulation.

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SUMMARY
This summary highlights selected information from this prospectus and provides an overview of our company, our separation from Mondelz
International and Mondelz International's distribution of our common stock to Mondelz International's shareholders. For a more complete
understanding of our business and the Spin-Off, you should read the entire prospectus carefully, particularly the discussion set forth under "Risk
Factors" in this prospectus, and our audited and unaudited condensed historical combined financial statements and unaudited pro forma combined
financial statements and the notes to those statements appearing elsewhere in this prospectus.
Unless otherwise indicated, references in this prospectus to fiscal years are to our fiscal years ended December 31.
In this prospectus, unless the context otherwise requires:

· "Kraft Foods Group," "we," "our," "us" and the "issuer" refer to Kraft Foods Group, Inc. and its combined subsidiaries, and

· "Mondelz International" refers to Mondelz International, Inc. (formerly known as Kraft Foods Inc.) and its consolidated subsidiaries.
Our Company
We are one of the largest consumer packaged food and beverage companies in North America and one of the largest worldwide among publicly
traded consumer packaged food and beverage companies, based on our 2011 combined net revenues of $18.7 billion. We manufacture and market
food and beverage products, including refrigerated meals, refreshment beverages and coffee, cheese and other grocery products, primarily in the
United States and Canada, under a host of iconic brands. Our product categories span breakfast, lunch and dinner meal occasions, both at home and
in foodservice locations.
Our diverse brand portfolio consists of many of the most popular food brands in North America, including three brands with annual net
revenues exceeding $1 billion each--Kraft cheeses, dinners and dressings; Oscar Mayer meats; and Maxwell House coffees--plus over 20 brands
with annual net revenues of between $100 million and $1 billion each. In the United States, based on dollar share in 2011, we hold the number one
branded share position in a majority of our 50 product categories, as well as in 18 of our top 20 product categories. These 18 product categories
contributed approximately 75% of our 2011 U.S. retail net revenues. We hold the number two branded share position in the other two product
categories.
We believe our competitive strengths include our:

· superior brand portfolio,

· significant scale in North America,

· diverse category profile,

· reputation for high quality products,

· strong innovation culture and pipeline,

· deep consumer knowledge,

· long-standing relationships with major retailers, and

· experienced management team.

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As a result of these strengths, combined with our ongoing focus on productivity and operating efficiency, we believe we have achieved
category-leading profit margins in almost all of our key product categories. Our business has generated significant cash flow, which we believe will
enable us to continue to invest in the development and continual rejuvenation of our brands and return value to our shareholders. Our goal as an
independent public company is to deliver superior operating income, strong cash flows and a highly competitive dividend payout while driving
revenue growth in our key product categories. To achieve this goal, we intend to build on our leading market positions, remain sharply focused on
cost structure and superior execution and invest in employee and organization excellence.
Separation from Mondelz International Inc. and Related Transactions
On August 4, 2011, Mondelz International announced plans to create two independent public companies: the Global Snacks Business and the
North American Grocery Business. On October 1, 2012, we and Mondelz International effected the Spin-Off to complete this plan. To effect this
separation, Mondelz International distributed all of Kraft Foods Group's common stock to Mondelz International's shareholders on October 1,
2012. Kraft Foods Group, holding the North American Grocery Business, is now an independent, publicly traded company.
Prior to Mondelz International's distribution of the shares of our common stock to its shareholders, Mondelz International undertook a series
of internal transactions, following which:
(i) Mondelz International now holds:

(a)
its U.S. and Canadian snacks and confectionery business, including the related foodservice operations, but excluding the Planters
and Corn Nuts businesses, which we refer to collectively as the "Snacks Business Lines," and

(b)
all of its businesses conducted outside of the United States and Canada, except for the North American Grocery Export Business
described below (we refer to these businesses and the Snacks Business Lines collectively as the "Global Snacks Business"), and
(ii) we now hold:

(a)
Mondelz International's former U.S. and Canadian grocery, beverages, cheese, refrigerated meals, Planters and Corn Nuts

businesses, including the related foodservice operations and the grocery business operations in Puerto Rico (excluding the
powdered and liquid concentrate beverages businesses in Puerto Rico), which we refer to collectively as the "Grocery Business
Lines," and

(b)
Mondelz International's former export operations related to the Grocery Business Lines in the United States and Canada, except
for the Philadelphia cream cheese and certain powdered and liquid concentrate beverage businesses in a number of jurisdictions

and the businesses related to certain branded products that Mondelz International will market and sell in a limited number of
countries outside of the United States and Canada (we refer to these export operations collectively as the "North American
Grocery Export Business" and to the Grocery Business Lines and the North American Grocery Export Business collectively as
the "North American Grocery Business").
The Snacks Business Lines' products are generally consistent with those types of products sold by the businesses conducted within Mondelz
International's U.S. Snacks segment, excluding the Planters and Corn Nuts businesses, as reported in Mondelz International's annual report on
Form 10-K for the year ended December 31, 2011, or "Mondelz International's Form 10-K." The Grocery Business Lines' products are generally
consistent with those types of products sold by (i) the businesses conducted within Mondelz

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International's U.S. Beverages, U.S. Cheese, U.S. Convenient Meals and U.S. Grocery segments, in each case, as reported in Mondelz
International's Form 10-K, and (ii) the Planters and Corn Nuts businesses. In addition, certain specified net liabilities were allocated between
Mondelz International and us as described under "Certain Relationships and Related Party Transactions--Agreements with Mondelz International
--Separation and Distribution Agreement."
On September 27, 2012, we entered into a Separation and Distribution Agreement with Mondelz International (the "Separation and
Distribution Agreement") and several other agreements with Mondelz International related to the Spin-Off. These agreements govern the
relationship between Mondelz International and us prior to and after completion of the Spin-Off and allocate between Mondelz International and us
various assets, liabilities and obligations, including employee benefits, intellectual property and tax-related assets and liabilities. See "Certain
Relationships and Related Party Transactions--Agreements with Mondelz International" for more detail.
To complete the Spin-Off, Mondelz International, following the Internal Reorganization, distributed to its shareholders all of the shares of our
common stock. The Distribution occurred on October 1, 2012. Each holder of Mondelz International common stock received one share of our
common stock for every three shares of Mondelz International common stock it held on September 19, 2012 (the "Record Date"). Each holder of
Mondelz International common stock continued to hold its shares in Mondelz International.
We refer to:

· the series of internal transactions described under "Certain Relationships and Related Party Transactions--Agreements with Mondelz
International--Separation and Distribution Agreement" that resulted in this division of businesses as the "Internal Reorganization,"

· Mondelz International's distribution of the shares of our common stock to its shareholders as the "Distribution" and October 1, 2012, the
date on which the Distribution took place, as the "Distribution Date," and

· the Internal Reorganization and the Distribution collectively as the "Spin-Off," which was consummated on October 1, 2012. Coincident
with the Spin-Off, Kraft Foods Inc. changed its name to Mondelz International, Inc.
On October 29, 2012, our Board of Directors approved a $650 million restructuring program consisting of restructuring costs, implementation
costs and Spin-Off transition costs ("Restructuring Program"). Approximately one-half of the total Restructuring Program costs are expected to result
in cash expenditures. The Restructuring Program is part of, and its costs are consistent with, a restructuring program previously announced by
Mondelz International prior to the Spin-Off. The primary objective of the Restructuring Program activities is to ensure that we are set up to operate
efficiently and execute our business strategy as a stand-alone company. We expect to complete the program by the end of 2014. See "Management's
Discussion and Analysis--Overview--Basis of Presentation" for more detail.
We were initially organized as a Delaware corporation in 1980. In March 2012, we redomesticated to Virginia and changed our name from
"Kraft Foods Global, Inc." to "Kraft Foods Group, Inc." Our principal executive offices are located at Three Lakes Drive, Northfield, IL 60093. Our
telephone number is (847) 646-2000.

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The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the Outstanding Notes.
The terms of the New Notes offered in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the New Notes
will be registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the
Outstanding Notes do not apply to the New Notes. For a more complete description, see "Description of the New Notes."
Issuer
Kraft Foods Group, Inc.
New Notes offered
New $1,000,000,000 1.625% Notes due 2015
New $1,000,000,000 2.250% Notes due 2017
New $1,034,657,000 6.125% Notes due 2018
New $900,000,000 5.375% Notes due 2020
New $2,000,000,000 3.500% Notes due 2022
New $877,860,000 6.875% Notes due 2039
New $787,483,000 6.500% Notes due 2040
New $2,000,000,000 5.000% Notes due 2042
Outstanding Notes
$1,000,000,000 1.625% Notes due 2015
$1,000,000,000 2.250% Notes due 2017
$1,034,657,000 6.125% Notes due 2018
$900,000,000 5.375% Notes due 2020
$2,000,000,000 3.500% Notes due 2022
$877,860,000 6.875% Notes due 2039
$787,483,000 6.500% Notes due 2040
$2,000,000,000 5.000% Notes due 2042
The exchange offer
We are offering to issue registered New Notes in exchange for a like principal amount and
like denomination of our Outstanding Notes of the same series. We are offering to issue
these registered New Notes to satisfy our obligations under (i) a registration rights
agreement that we entered into with the initial purchasers of the Outstanding 2015 Notes,
Outstanding 2017 Notes, Outstanding 2022 Notes and Outstanding 2042 Notes and (ii) a
registration rights agreement that we entered into with the dealer managers for the
Outstanding 2018 Notes, Outstanding 2020 Notes, Outstanding 2039 Notes and Outstanding
2040 Notes, in each case, when we sold or offered to exchange, as applicable, the
Outstanding Notes in transactions that were exempt from the registration requirements of
the Securities Act. You may tender your Outstanding Notes for exchange by following the
procedures described in the section entitled "The Exchange Offer" elsewhere in this
prospectus.
Tenders; expiration date; withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on January 8, 2013, which
is 21 business days after the exchange offer is commenced, unless we extend it. If you
decide to exchange your Outstanding Notes for New Notes, you must acknowledge that you
are not engaging in, and do not intend to engage in, a distribution

4