Obligation Viza 2.8% ( US92826CAC64 ) en USD

Viza

100 % ▲

Etas-Unis

US92826CAC64 ( en USD )

2.8% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation Visa US92826CAC64 en USD 2.8%, échue

2 000 USD

2 250 000 000 USD

92826CAC6

AA- ( Haute qualité )

Aa3 ( Haute qualité )

Visa est une société américaine de technologie financière qui facilite les paiements électroniques à travers son réseau de traitement des paiements et ses marques de cartes de paiement.

L'Obligation émise par Viza ( Etas-Unis ) , en USD, avec le code ISIN US92826CAC64, paye un coupon de 2.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022

L'Obligation émise par Viza ( Etas-Unis ) , en USD, avec le code ISIN US92826CAC64, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Viza ( Etas-Unis ) , en USD, avec le code ISIN US92826CAC64, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d18331d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-205813
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
1.200% Senior Notes due 2017

$1,750,000,000
$176,225
2.200% Senior Notes due 2020

$3,000,000,000
$302,100
2.800% Senior Notes due 2022

$2,250,000,000
$226,575
3.150% Senior Notes due 2025

$4,000,000,000
$402,800
4.150% Senior Notes due 2035

$1,500,000,000
$151,050
4.300% Senior Notes due 2045

$3,500,000,000
$352,450

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED JULY 23, 2015
$16,000,000,000

Visa Inc.
$1,750,000,000 1.200% Senior Notes due 2017
$3,000,000,000 2.200% Senior Notes due 2020
$2,250,000,000 2.800% Senior Notes due 2022
$4,000,000,000 3.150% Senior Notes due 2025
$1,500,000,000 4.150% Senior Notes due 2035
$3,500,000,000 4.300% Senior Notes due 2045

We are offering $1,750,000,000 of our 1.200% senior notes due 2017 (the "2017 notes"), $3,000,000,000 of our 2.200% senior notes due 2020 (the "2020 notes"),
$2,250,000,000 of our 2.800% senior notes due 2022 (the "2022 notes"), $4,000,000,000 of our 3.150% senior notes due 2025 (the "2025 notes"), $1,500,000,000 of our
4.150% senior notes due 2035 (the "2035 notes"), and $3,500,000,000 of our 4.300% senior notes due 2045 (the "2045 notes" and, together with the 2017 notes, the 2020
notes, the 2022 notes, the 2025 notes and the 2035 notes, the "notes").
We will pay interest on the notes on June 14 and December 14 of each year until maturity, beginning on June 14, 2016. The notes will be unsecured obligations and
rank equally with all of our other unsecured senior indebtedness from time to time outstanding. The notes will be issued only in registered form in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
On November 2, 2015, we and Visa Europe Limited ("Visa Europe") entered into an agreement (the "Visa Europe acquisition agreement") pursuant to which we
agreed to acquire 100% of the issued and outstanding share capital of Visa Europe in a cash and stock transaction. We plan to use the net proceeds from this offering to
fund a portion of the purchase price for the Visa Europe acquisition and the remainder for general corporate purposes. In the event that the Visa Europe acquisition has not
been consummated on or prior to the Visa Europe Outside Date (as defined herein) or if, on or prior to such date, the Visa Europe acquisition agreement is terminated
other than as a result of consummating the Visa Europe acquisition, then we will be required to redeem all outstanding 2017 notes, 2020 notes, 2022 notes and 2025 notes
on the special mandatory redemption date (as defined herein) at a redemption price equal to 101% of the aggregate principal amount of such notes plus accrued and unpaid
interest, if any, to but excluding the special mandatory redemption date, as described under the caption "Description of Notes--Special Mandatory Redemption." The
2035 notes and 2045 notes are not subject to the special mandatory redemption. There is no escrow account for or security interest in the proceeds of this offering for the
benefit of holders of the notes that are subject to the special mandatory redemption provision. See "Description of Notes--Special Mandatory Redemption." In addition to
this special mandatory redemption provision, we may redeem the notes in whole or in part at any time prior to their maturity at the redemption prices described under
"Description of Notes--Optional Redemption."

Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus supplement and in our Annual Report on Form 10-K
for the fiscal year ended September 30, 2015.
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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 is truthful or complete. Any representation to the contrary is a criminal offense.

Public Offering
Underwriting
Proceeds, Before Expenses,

Price(1)

Discount

to Visa Inc.(1)

Per Note

Total

Per Note

Total

Per Note

Total

2017 notes
99.947%
$ 1,749,072,500 0.120%
$ 2,100,000 99.827%
$ 1,746,972,500
2020 notes
99.915%
$ 2,997,450,000 0.250%
$ 7,500,000 99.665%
$ 2,989,950,000
2022 notes
99.861%
$ 2,246,872,500 0.300%
$ 6,750,000 99.561%
$ 2,240,122,500
2025 notes
99.634%
$ 3,985,360,000 0.450%
$18,000,000 99.184%
$ 3,967,360,000
2035 notes
99.865%
$ 1,497,975,000 0.750%
$11,250,000 99.115%
$ 1,486,725,000
2045 notes
99.833%
$ 3,494,155,000 0.800%
$28,000,000 99.033%
$ 3,466,155,000

Total

$15,970,885,000

$73,600,000

$15,897,285,000

(1) Plus accrued interest from December 14, 2015, if settlement occurs after that date.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
The underwriters expect that the notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear System, against payment in New York, New
York on or about December 14, 2015.

Joint Bookrunners
BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
US Bancorp

Wells Fargo Securities

Barclays

Citigroup

HSBC
MUFG

RBC Capital Markets

Standard Chartered Bank
Senior Joint Lead Managers

Deutsche Bank Securities

TD Securities
Senior Co-Managers

BBVA

CIBC Capital Markets

Lloyds Securities
PNC Capital Markets LLC

RBS
Co-Managers

Lebenthal Capital Markets

Loop Capital Markets

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

Siebert Brandford Shank & Co., L.L.C.

The Williams Capital Group, L.P.

December 9, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Cautionary Statement Regarding Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-10
Ratio of Earnings to Fixed Charges
S-12
Use of Proceeds
S-12
Capitalization
S-13
Description of Notes
S-14
Material U.S. Federal Income Tax Consequences
S-22
Underwriting
S-26
Conflicts of Interest and Other Relationships
S-27
Incorporation of Certain Information by Reference
S-31
Legal Matters
S-32
Experts
S-32
Prospectus
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Page
About This Prospectus

1
Cautionary Statement Regarding Forward-Looking Statements

2
Risk Factors

4
The Company

4
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

5
Description of Securities

6
Description of Capital Stock

6
Description of Depositary Shares

16
Description of Debt Securities

18
Description of Warrants

27
Description of Purchase Contracts

28
Description of Units

29
Plan of Distribution

30
Where You Can Find More Information

33
Incorporation of Certain Information by Reference

34
Legal Matters

35
Experts

35
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus filed by us with the Securities and
Exchange Commission (the "SEC"). Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where
the offer and sale is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying
prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.

S-i
Table of Contents

Unless otherwise stated or the context otherwise requires, the terms "Visa," "we," "us," "our," and the "Company" refer to Visa Inc. and its
subsidiaries, and the term "Visa Europe" refers to Visa Europe Limited and its subsidiaries.
"Visa" and our other trademarks included or incorporated by reference in this prospectus supplement and the accompanying prospectus are
Visa's property. This prospectus supplement and the accompanying prospectus may contain additional trade names and trademarks of other
companies. The use or display of other companies' trade names or trademarks does not imply our endorsement or sponsorship of, or a relationship
with these companies.

S-ii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-
looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are
identified by words such as "believes," "estimates," "expects," "intends," "may," "projects," "could," "should," "will," "will continue" and other
similar expressions. Examples of forward-looking statements include, but are not limited to, statements we make about our revenue, client
incentives, operating margin, tax rate, earnings per share, free cash flow, and the growth of those items.
By their nature, forward-looking statements: (i) speak only as of the date they are made; (ii) are not statements of historical fact or guarantees
of future performance; and (iii) are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify.
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Therefore, actual results could differ materially and adversely from our forward-looking statements due to a variety of factors, including the
following:

· the impact of laws, regulations and marketplace barriers, including:

·
increased regulation of fees, transaction routing, payment card practices or other aspects of the payments industry in the United

States, including new or revised regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

·
increased regulation in jurisdictions outside of the United States;

·
increased government support of national payments networks outside the United States; and

·
increased regulation of consumer privacy, data use and security;

· developments in litigation and government enforcement, including those affecting interchange reimbursement fees, antitrust and tax;

· new lawsuits, investigations or proceedings, or changes to our potential exposure in connection with pending lawsuits, investigations or

proceedings;

· economic factors, such as:

·
economic fragility in the Eurozone, the United States and in other advanced and emerging markets;

·
general economic, political and social conditions in mature and emerging markets globally;

·
general stock market fluctuations which may impact consumer spending;

·
material changes in cross-border activity, foreign exchange controls and fluctuations in currency exchange rates; and

·
material changes in our financial institution clients' performance compared to our estimates;

· industry developments, such as competitive pressure, rapid technological developments and disintermediation from our payments

network;

· system developments, such as:

·
disruption of our transaction processing systems or the inability to process transactions efficiently;

·
account data breaches or increased fraudulent or other illegal activities involving Visa-branded cards or payment products; and

·
failure to maintain systems interoperability with Visa Europe;

· the transaction with Visa Europe may not be consummated on the terms currently contemplated or at all;

S-iii
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· Visa Europe's business may not be successfully integrated with our business or we may not achieve the anticipated benefits of the

transaction;

· the costs and risks associated with the transaction with Visa Europe, including risks relating to our ability to finance the transaction on

reasonable terms or at all;

· matters arising in connection with Visa Europe's or our efforts to comply with and satisfy applicable regulatory approvals and closing

conditions relating to the transaction;

· the loss of organizational effectiveness or key employees;

· the failure to integrate acquisitions successfully or to effectively develop new products and businesses;

· natural disasters, terrorist attacks, military or political conflicts, and public health emergencies; and

· various other factors included or incorporated by reference in this prospectus, including, but not limited to, those discussed under the

heading "Risk Factors" and elsewhere in this prospectus.
You should not place undue reliance on such statements. Except as required by law, we do not intend to update or revise any forward-
looking statements as a result of new information, future developments or otherwise.
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Table of Contents
SUMMARY
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and accompanying prospectus
or incorporated by reference herein and therein. This summary is not complete and does not contain all the information you should consider
before investing in the notes. You should carefully read this entire prospectus supplement and accompanying prospectus, including the
information incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and the other
incorporated documents, including "Risk Factors" herein and in such incorporated documents, as well as our consolidated financial
statements, before investing in the notes.
VISA INC.
Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments around the
world to fast, secure and reliable electronic payments. We provide our financial institution clients with a global payments infrastructure and
support services for the delivery of Visa-branded payment products, including credit, debit, and prepaid. We facilitate global commerce
through the transfer of value and information among financial institutions, merchants, consumers, businesses and government entities. Each of
these constituencies has played a key role in the ongoing worldwide migration from paper-based to electronic forms of payment, and we
believe that this transformation continues to yield significant growth opportunities, particularly outside the United States. We continue to
explore additional opportunities to enhance our competitive position by expanding the scope of payment solutions we provide.
Nature of Operations
Visa's mission is to accelerate the electronification of commerce. We operate an open-loop payments network, VisaNet, through which
Visa connects and manages the exchange of information and value between: (i) issuers--financial institutions that issue Visa-branded cards or
payment products to account holders, and (ii) acquirers--financial institutions that contract with merchants to accept Visa-branded cards or
payment products. We do not earn revenues from, or bear credit risk with respect to, interest or fees paid by account holders on Visa-branded
cards or payment products. The issuers have the responsibility for issuing cards and other payment products, and determining the interest rates
and fees paid by the account holders.
Interchange reimbursement fees represent a transfer of value between the financial institutions participating in our open-loop payments
network. On purchase transactions, interchange reimbursement fees are paid by the acquirers to the issuers. We generally do not receive any
revenue related to interchange reimbursement fees. In addition, we generally do not earn any revenue from the fees that merchants are charged
for acceptance by the acquirers, including the merchant discount rate. The acquirers are typically responsible for soliciting merchants, and
establishing and earning these fees.
A typical Visa transaction begins when the account holder presents his or her Visa-branded card or payment product to a merchant as
payment for goods or services. The transaction information is then transmitted electronically to the acquirer and routed through VisaNet to the
issuer for authorization. Following authorization, a clearing file containing the final transaction data is submitted from the acquirer and
processed for final settlement between the issuer and acquirer. The following diagram illustrates the processing steps involved in a typical
transaction on VisaNet.

S-1
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Our operating revenues are principally comprised of service revenues, data processing revenues and international transaction revenues,
and are reduced by costs incurred under client incentive arrangements. The Company has one reportable segment, Payment Services.

· Service revenues consist of revenues earned for providing financial institution clients with support services for the delivery of Visa-

branded payment products and solutions. Service revenues are primarily generated from payments volume on Visa-branded cards
and payment products for purchased goods and services.

· Data processing revenues consist of revenues earned for authorization, clearing, settlement, network access and other maintenance

and support services that facilitate transaction and information processing among our clients globally and with Visa Europe. Data
processing revenues are primarily generated from the number of transactions we process.

· International transaction revenues consist of revenues earned for cross-border transaction processing and currency conversion

activities. Cross-border transactions arise when the country of origin of the issuer is different from that of the merchant.
International transaction revenues are primarily generated by cross-border payments and cash volume.

· Client incentives consist of long-term contracts with financial institution clients and other business partners for various programs

designed to build payments volume, increase Visa-branded card and product acceptance and win merchant routing transactions
over our network. These incentives are primarily accounted for as reductions to operating revenues.
U.S. dollar settlements with our financial institution clients are typically settled within the same day and do not result in a receivable or
payable balance. Settlement in currencies other than the U.S. dollar generally remain outstanding for one to two business days, resulting in
amounts due from and to financial institution clients. These amounts are presented as settlement receivable and settlement payable on our
consolidated balance sheets, respectively.
In order to maintain the integrity of and minimize disruptions to our payments network, we indemnify our financial institution clients for
settlement losses suffered due to the failure of any other client to fund its settlement obligations in accordance with our operating regulations.
The settlement indemnification applies to the amount of Visa payment transactions that have occurred, but have not yet settled. We maintain
and regularly

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review global settlement risk policies and procedures to manage settlement exposure, which may require clients to post collateral if certain
credit standards are not met. Cash equivalents collateral is reflected in customer collateral on our consolidated balance sheets as it is held in
escrow in our name. All other collateral is excluded from the consolidated balance sheets. We have incurred no material loss related to
settlement risk in recent years.
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Core Products and Services
Visa provides a wide variety of payment solutions that support payment products that issuers can offer to their account holders: (i) pay
now with debit; (ii) pay ahead with prepaid; or (iii) pay later with credit products. Visa also offers a growing suite of innovative digital,
eCommerce, person-to-person payments and mobile products and services. These services facilitate transactions on our network among
account holders, merchants, financial institutions and governments in mature and emerging markets globally.

· Debit. Our debit payment solutions support issuers' payment products that draw on demand deposit accounts, such as checking

accounts.

· Prepaid. Our prepaid payment solutions support issuers' payment products that access a pre-funded amount, allowing account

holders to enjoy the convenience and security of a payment card in lieu of cash or checks.

· Credit. Our credit payment solutions support issuers' deferred payment and customized financing products.
Our core processing services involve the routing of payment information and related data to facilitate the authorization, clearing and
settlement of transactions between our issuers and acquirers. VisaNet is built on a centralized architecture, enabling us to view and analyze
each authorization transaction we process in real time and to provide value-added services, including information products, such as risk
scoring and loyalty applications, while the transaction data is being routed through our network.
Visa's processing services continue to expand to address the needs of participants in the evolving payments ecosystem, through such
offerings as our merchant gateway and Visa Debit Processing Services ("DPS"). Merchant gateway services provided through our
CyberSource subsidiaries enable gateway routing and other services that make it easier for eCommerce merchants to accept, process and
reconcile payments, manage fraud and safeguard payment security online. DPS provides comprehensive issuer processing services for
participating issuers of Visa debit, prepaid and ATM payment products. These and other services support our issuers and acquirers and their
use of our products, and promote the growth and security of our payments network.
Processing Infrastructure
VisaNet consists of multiple synchronized processing centers, including two data centers in the United States that are linked by a global
telecommunications network and are engineered for redundancy. In addition, in accordance with the terms of the Framework Agreement
among Visa Inc., Visa Europe Limited and others, Visa Europe's processing centers in the United Kingdom must maintain interoperability
with Visa's synchronized system. Intelligent access points around the world complete the VisaNet global processing infrastructure and enable
merchants and financial institution clients worldwide to access our core processing and value-added services.
Visa also owns and manages additional data centers in the United States and internationally that enable transaction services and provide
uninterrupted connectivity for account holders, our financial institution clients and our processing partners.

S-3
Table of Contents
Intellectual Property
Our portfolio of trademarks, in particular our family of Visa marks, our PLUS mark and our Dove design mark, are important to our
business. Through agreements with our issuers, we authorize the use of our trademarks in connection with their participation in our payments
network. We own a number of patents and patent applications relating to payment solutions, transaction processing, security systems and other
matters. We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as
confidentiality procedures and contractual provisions, to protect our proprietary technology.
Recent Developments
Pending Acquisition of Visa Europe
On November 2, 2015, we and Visa Europe entered into an agreement (the "Visa Europe acquisition agreement") pursuant to which we
agreed to acquire 100% of the share capital of Visa Europe for a total purchase price of up to 21.2 billion (the "Visa Europe acquisition").
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The purchase price consists of:

· at the closing of the acquisition, up-front cash consideration of 11.5 billion and preferred stock convertible upon certain conditions

into our class A common stock or class A equivalent preferred stock, valued at approximately 5.0 billion, and

· following the end of sixteen fiscal quarters post-closing, contingent cash consideration of up to 4.0 billion (plus up to an additional

0.7 billion in interest), determined based on the achievement of specified net revenue levels during such post-closing period.
Closing is subject to various conditions including regulatory approvals, and is currently expected to occur in the fiscal third quarter of 2016.
Visa Europe is a payments technology business owned and operated by member banks and other payment service providers. Its members
are responsible for issuing cards, signing up retailers and deciding cardholder and retailer fees. Since 2004, Visa Europe has been operating
independently of Visa Inc. and is incorporated in the United Kingdom with an exclusive, irrevocable and perpetual license in Europe. Both
companies currently work in partnership to enable global Visa payments in more than 200 countries and territories.
For more information regarding the Visa Europe acquisition, see our Annual Report on Form 10-K for the fiscal year ended September
30, 2015 and any subsequent documents which are incorporated by reference herein.
The closing of this offering will occur before completion of the Visa Europe acquisition. In the event that the Visa Europe acquisition has
not been consummated on or prior to the Visa Europe Outside Date (as defined under "Description of Notes--Special Mandatory
Redemption") or if, on or prior to such date, the Visa Europe acquisition agreement is terminated other than as a result of consummating the
Visa Europe acquisition, then we will be required to redeem all outstanding 2017 notes, 2020 notes, 2022 notes and 2025 notes on the special
mandatory redemption date (as defined under "Description of Notes--Special Mandatory Redemption") at a redemption price equal to 101%
of the aggregate principal amount of such notes plus accrued and unpaid interest, if any, to but excluding the special mandatory redemption
date. The 2035 notes and 2045 notes are not subject to the special mandatory redemption. There is no escrow account for or security interest in
the proceeds of this offering for the benefit of holders of the notes that are subject to the special mandatory redemption provision. See
"Description of Notes--Special Mandatory Redemption."

We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at P.O. Box 8999, San
Francisco, California 94128-8999, and our telephone number is (650) 432-3200. Our website address is www.visa.com. This is a textual
reference only. The information on, or accessible through, our website

S-4
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is not part of this prospectus supplement or accompanying prospectus and should not be relied upon in connection with making any investment
decision with respect to the notes.

S-5
Table of Contents
The Offering
Certain terms used below are defined under "Description of Notes."

Issuer
Visa Inc.
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Securities
$1,750,000,000 aggregate principal amount of 1.200% senior notes due 2017 (the "2017
notes").

$3,000,000,000 aggregate principal amount of 2.200% senior notes due 2020 (the "2020
notes").

$2,250,000,000 aggregate principal amount of 2.800% senior notes due 2022 (the "2022

notes").

$4,000,000,000 aggregate principal amount of 3.150% senior notes due 2025 (the "2025

notes").

$1,500,000,000 aggregate principal amount of 4.150% senior notes due 2035 (the "2035

notes").

$3,500,000,000 aggregate principal amount of 4.300% senior notes due 2045 (the "2045

notes").

Maturity Date
The 2017 notes: December 14, 2017.

The 2020 notes: December 14, 2020.

The 2022 notes: December 14, 2022.

The 2025 notes: December 14, 2025.

The 2035 notes: December 14, 2035.

The 2045 notes: December 14, 2045.

Interest Rate
The 2017 notes: 1.200% per annum, from December 14, 2015, payable semi-annually
in arrears.

The 2020 notes: 2.200% per annum, from December 14, 2015, payable semi-annually
in arrears.

The 2022 notes: 2.800% per annum, from December 14, 2015, payable semi-annually

in arrears.

The 2025 notes: 3.150% per annum, from December 14, 2015, payable semi-annually

in arrears.

The 2035 notes: 4.150% per annum, from December 14, 2015, payable semi-annually

in arrears.

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The 2045 notes: 4.300% per annum, from December 14, 2015, payable semi-annually

in arrears.
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Interest Payment Dates
We will pay interest on the 2017 notes on June 14 and December 14, beginning on
June 14, 2016.

We will pay interest on the 2020 notes on June 14 and December 14, beginning on
June 14, 2016.

We will pay interest on the 2022 notes on June 14 and December 14, beginning on

June 14, 2016.

We will pay interest on the 2025 notes on June 14 and December 14, beginning on

June 14, 2016.

We will pay interest on the 2035 notes on June 14 and December 14, beginning on

June 14, 2016.

We will pay interest on the 2045 notes on June 14 and December 14, beginning on

June 14, 2016.

Optional Redemption
Prior to (i) with respect to the 2017 notes, the maturity date of such notes, (ii) with
respect to the 2020 notes, November 14, 2020 (one month prior to the maturity date of
such notes), (iii) with respect to the 2022 notes, October 14, 2022 (two months prior to
the maturity date of such notes), (iv) with respect to the 2025 notes, September 14, 2025
(three months prior to the maturity date of such notes), (v) with respect to the 2035
notes, June 14, 2035 (six months prior to the maturity date of such notes), and (vi) with
respect to the 2045 notes, June 14, 2045 (six months prior to the maturity date of such
notes), a series of notes will be redeemable as a whole or in part, at our option at any
time and from time to time at a redemption price equal to the greater of:

· 100% of the principal amount of such notes; and

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon through maturity for the 2017 notes or as if the notes matured on
the applicable Par Call Date (as defined herein) for the 2020 notes, the 2022 notes,

the 2025 notes, the 2035 notes and the 2045 notes (exclusive of interest accrued to
the date of redemption) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus the applicable Spread (as defined herein) for such series of notes,

plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.

On or after (i) with respect to the 2020 notes, November 14, 2020 (one month prior to

the maturity date of such notes), (ii) with respect

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to the 2022 notes, October 14, 2022 (two months prior to the maturity date of such
notes), (iii) with respect to the 2025 notes, September 14, 2025 (three months prior to
the maturity date of such notes), (iv) with respect to the 2035 notes, June 14, 2035 (six
months prior to the maturity date of such notes), and (v) with respect to the 2045 notes,

June 14, 2045 (six months prior to the maturity date of such notes), a series of notes will
be redeemable as a whole or in part, at our option at any time and from time to time at a
http://www.sec.gov/Archives/edgar/data/1403161/000119312515401448/d18331d424b2.htm[12/11/2015 5:00:20 PM]

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