Obligation Viza 1.9% ( US92826CAL63 ) en USD

Viza

98.041 % ▲

Etas-Unis

US92826CAL63 ( en USD )

1.9% par an ( paiement semestriel )

14/04/2027

Prospectus brochure de l'obligation Visa US92826CAL63 en USD 1.9%, échéance 14/04/2027

2 000 USD

1 500 000 000 USD

92826CAL6

AA- ( Haute qualité )

Aa3 ( Haute qualité )

15/04/2026 ( Dans 82 jours )

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 US92826CAL63, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2027

L'Obligation émise par Viza ( Etas-Unis ) , en USD, avec le code ISIN US92826CAL63, 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 US92826CAL63, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d861406d424b2.htm 424B2
Table of Contents
File d Pursua nt t o Rule 4 2 4 (b)(2 )
File N o. 3 3 3 -2 2 6 3 9 6
CALCU LAT I ON OF REGI ST RAT I ON FEE

M a x im um
Am ount of
T it le of Ea c h Cla ss of
Aggre ga t e
Re gist ra t ion
Se c urit ie s Offe re d

Offe ring Pric e

Fe e (1 )
1.900% Senior Notes due 2027
$1,500,000,000
$194,700
2.050% Senior Notes due 2030
$1,500,000,000
$194,700
2.700% Senior Notes due 2040
$1,000,000,000
$129,800

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

PROSPECT U S SU PPLEM EN T
T O PROSPECT U S DAT ED J U LY 2 7 , 2 0 1 8
$ 4 ,0 0 0 ,0 0 0 ,0 0 0

V isa I nc .
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 1 .9 0 0 % Se nior N ot e s due 2 0 2 7
$ 1 ,5 0 0 ,0 0 0 ,0 0 0 2 .0 5 0 % Se nior N ot e s due 2 0 3 0
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 2 .7 0 0 % Se nior N ot e s due 2 0 4 0

We are offering $1,500,000,000 of our 1.900% senior notes due 2027 (the "2027 notes"), $1,500,000,000 of our 2.050% senior notes
due 2030 (the "2030 notes") and $1,000,000,000 of our 2.700% senior notes due 2040 (the "2040 notes" and, together with the 2027 notes
and the 2030 notes, the "notes").
We will pay interest on the notes on April 15 and October 15 of each year until maturity, beginning on October 15, 2020. The notes
will be our unsecured obligations and will 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.
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."

I nve st ing in t he not e s involve s risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-4 of t his
prospe c t us supple m e nt a nd in our Annua l Re port on Form 1 0 -K for t he ye a r e nde d Se pt e m be r 3 0 ,
2 0 1 9 .

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 Offe ring
U nde rw rit ing
Proc e e ds, Be fore

Pric e (1)

Disc ount

Ex pe nse s, t o V isa I nc .(1)

Pe r N ot e

T ot a l
Pe r N ot e

T ot a l
Pe r N ot e

T ot a l

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424B2
2027 notes
99.718% $1,495,770,000
0.350% $ 5,250,000 99.368% $1,490,520,000
2030 notes
99.855% $1,497,825,000
0.400% $ 6,000,000 99.455% $1,491,825,000
2040 notes
99.264% $ 992,640,000
0.650% $ 6,500,000 98.614% $ 986,140,000

Total

$3,986,235,000
$17,750,000
$3,968,485,000

(1)
Plus accrued interest from April 2, 2020, 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 April 2, 2020.

Joint Bookrunners

BofA Se c urit ie s
J .P. M orga n

RBC Ca pit a l M a rk e t s

We lls Fa rgo Se c urit ie s

Ba rc la ys
Cit igroup
De ut sc he Ba nk
Goldm a n Sa c hs &
H SBC

Se c urit ie s

Co. LLC

M U FG
St a nda rd Cha rt e re d
SunT rust Robinson
T D Se c urit ie s
U S Ba nc orp

Ba nk

H um phre y

Co-Managers

Loop Ca pit a l M a rk e t s
Guzm a n & Com pa ny
M isc hle r Fina nc ia l
Ra m ire z & Co., I nc .
Sie be rt Willia m s Sha nk

Group, I nc .

M a rc h 3 1 , 2 0 2 0
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
Cautionary Statement Regarding Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-6
Capitalization
S-7
Description of Notes
S-8
Material U.S. Federal Income Tax Consequences
S-15
Certain Benefit Plan Investor Considerations
S-19
Underwriting
S-21
Incorporation of Certain Information by Reference
S-26
Legal Matters
S-27
Experts
S-27
Prospe c t us

Page
About This Prospectus

1
Trademarks

1
Special Note for Visa Members, Certain Visa Competitors and Affiliates

1
Cautionary Statement Regarding Forward-Looking Statements

2
Risk Factors

3
The Company

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges and to Fixed Charges and Preferred Stock Dividends

4
Description of Securities

5
Description of Capital Stock

5
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Description of Depositary Shares

17
Description of Debt Securities

19
Description of Warrants

29
Description of Purchase Contracts

30
Description of Units

31
Plan of Distribution

32
Where You Can Find More Information

35
Incorporation of Certain Information by Reference

36
Legal Matters

37
Experts

37
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.
"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
CAU T I ON ARY ST AT EM EN T REGARDI N G FORWARD-LOOK I N G ST AT EM EN T S
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 that relate to, among other
things, the Plaid acquisition, our future operations, prospects, developments, strategies and growth of our business; anticipated expansion
of our products in certain countries; industry developments; anticipated benefits of our acquisitions; expectations regarding litigation
matters, investigations and proceedings; timing and amount of stock repurchases; sufficiency of sources of liquidity and funding;
effectiveness of our risk management programs; and expectations regarding the impact of recent accounting pronouncements on our
consolidated financial statements. Forward-looking statements generally are identified by words such as "believes," "estimates," "expects,"
"intends," "may," "projects," "could," "should," "will," "continue" and other similar expressions. All statements other than statements of
historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and are difficult to
predict. We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any
of these forward-looking statements in our SEC filings, including our Annual Report on Form 10-K for the year ended September 30,
2019 and our subsequent reports on Forms 10-Q and 8-K, which are incorporated by reference herein. Except as required by law, we do
not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.

S-iii
Table of Contents
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424B2
SU M M ARY
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, 2019 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 is the world's leader in digital payments. Our mission is to connect the world through the most innovative, reliable and
secure payments network--enabling individuals, businesses and economies to thrive. We facilitate commerce across more than 200
countries and territories among a global set of consumers, merchants, financial institutions, businesses, strategic partners and
government entities.
Since Visa's inception in 1958, Visa has been in the business of facilitating payments between consumers and businesses. With
new ways to pay, we are evolving into a company that enables money movement for everyone, everywhere.
Re c e nt De ve lopm e nt s
On January 13, 2020, we entered into a definitive agreement (the "Plaid acquisition agreement") to acquire Plaid, Inc. for
$5.3 billion (the "Plaid acquisition"). We will pay approximately $4.9 billion of cash and $0.4 billion of retention equity and deferred
equity consideration for the Plaid acquisition. The acquisition is subject to customary closing conditions, including certain regulatory
approvals, and is expected to close by June 30, 2020.

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 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-1
Table of Contents
T he Offe ring

Issuer
Visa Inc.

Securities
$1,500,000,000 aggregate principal amount of 1.900% senior notes due 2027 (the "2027 notes").

$1,500,000,000 aggregate principal amount of 2.050% senior notes due 2030 (the

"2030 notes").
$1,000,000,000 aggregate principal amount of 2.700% senior notes due 2040 (the
"2040 notes").

Maturity Date
The 2027 notes: April 15, 2027.

The 2030 notes: April 15, 2030.
The 2040 notes: April 15, 2040.

Interest Rate
The 2027 notes: 1.900% per annum, from April 2, 2020, payable semi-annually in
arrears.
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424B2

The 2030 notes: 2.050% per annum, from April 2, 2020, payable semi-annually in

arrears.

The 2040 notes: 2.700% per annum, from April 2, 2020, payable semi-annually in

arrears.

Interest Payment Dates
We will pay interest on the 2027 notes on April 15 and October 15, beginning on
October 15, 2020.

We will pay interest on the 2030 notes on April 15 and October 15, beginning on

October 15, 2020.

We will pay interest on the 2040 notes on April 15 and October 15, beginning on

October 15, 2020.

Optional Redemption of the Notes
Prior to (i) with respect to the 2027 notes, February 15, 2027 (two months prior to
the maturity date of such notes), (ii) with respect to the 2030 notes, January 15,
2030 (three months prior to the maturity date of such notes) and (iii) with respect to
the 2040 notes, October 15, 2039 (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, as if the notes matured on the applicable
date set forth above (each, a "Par Call Date") (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

S-2
Table of Contents
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 the applicable Par Call Date, 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 100% of the principal amount of the notes being redeemed, plus
accrued and unpaid interest to, but excluding, the date of redemption.

Ranking
The notes will be our unsecured and unsubordinated debt and will rank equally and
ratably among themselves and with our existing and future unsecured and
unsubordinated debt.

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes. See "Use of Proceeds."

Governing Law
New York.

Risk Factors
You should carefully consider all of the information contained, or incorporated by
reference, in this prospectus supplement prior to investing in the notes offered
hereby. In particular, we urge you to carefully consider the information set forth
under "Risk Factors" herein, and under "Item 1A--Risk Factors" in our Annual
Report on Form 10-K for the year ended September 30, 2019, which is
incorporated by reference herein, for a discussion of risks and uncertainties relating
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424B2
to us, our business and an investment in the notes offered hereby.

Trading
The notes are new issues of securities with no established trading markets. We do
not intend to apply for listing of the notes on any securities exchange or for
quotation of the notes on any automated dealer quotation system. We have been
advised by the underwriters that they presently intend to make markets in the notes
after completion of the offering. However, they are under no obligation to do so and
may discontinue any market-making activities at any time without any notice.

Trustee
U.S. Bank National Association.

S-3
Table of Contents
RI SK FACT ORS
The information below should be read in conjunction with the information under "Item 1A--Risk Factors" in our Annual Report on
Form 10-K for the year ended September 30, 2019, which is incorporated by reference herein, and with the information under "Risk
Factors" in any subsequent incorporated documents. See "Incorporation of Certain Information by Reference."
Risk s Re la t ing t o t he N ot e s
No public market exists for the notes.
The notes will be new issues of securities. Prior to the offering made hereby, there have been no markets for the notes. The
underwriters have advised us that they presently intend to make a market in the notes of each series as permitted by applicable law. The
underwriters are not obligated, however, to make a market for the notes of each series and any market-making activities may be
discontinued at any time at the sole discretion of the underwriters. Accordingly, there can be no assurance that active markets for the notes
will develop. Moreover, even if markets for the notes develop, the notes could trade at substantial discounts from their face amounts. If
markets for the notes do not develop, or if market conditions change, purchasers may be unable to resell the notes for an extended period
of time, if at all. Consequently, a purchaser may not be able to liquidate its investment readily, and the notes may not be readily accepted
as collateral for loans.
If trading markets develop, changes in our credit ratings or the debt markets could adversely affect the market prices of the
notes.
The prices for the notes depend on many factors, including:

·
our credit ratings;

·
prevailing interest rates being paid by, or the market prices for notes issued by, other companies similar to us;

·
our financial condition, financial performance and prospects; and

·
the overall conditions of the general economy and the financial markets.
The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future.
Such fluctuations could have an adverse effect on the prices of the notes.
The notes are senior unsecured obligations and will be effectively subordinated to all of our future secured debt and any
secured debt of our subsidiaries.
The notes are our senior unsecured obligations, ranking equally with our other senior unsecured indebtedness. The notes are not
secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by the notes will effectively be
subordinated to any secured indebtedness we or our subsidiaries may incur, to the extent of the value of the assets securing such
indebtedness. In the event of any distribution or payment of our assets in any dissolution, winding up, liquidation, reorganization or other
similar proceeding, any secured creditors would have a superior claim to the extent of their collateral. In the event of any dissolution,
winding up, liquidation, reorganization or other similar proceeding of a subsidiary, creditors of that subsidiary would generally have the right
to be paid in full before any distribution is made to us or the holders of the notes. As a result, you may receive less than you are entitled to
receive or recover nothing if any dissolution, winding up, liquidation, reorganization or other similar proceeding occurs.
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424B2

S-4
Table of Contents
There are no covenants in the indenture governing the notes relating to our ability to incur future indebtedness or pay
dividends, and limited restrictions on our ability to engage in other activities, which could adversely affect our ability to pay our
obligations under the notes.
The indenture governing the notes does not contain any financial covenants. The indenture permits us and our subsidiaries to incur
additional debt, including secured debt. Because the notes will be unsecured, in the event of any dissolution, winding up, liquidation,
reorganization or other similar proceeding involving us, whether voluntary or involuntary, the holders of our secured debt will be entitled to
receive payment to the extent of the assets securing that debt before we can make any payment with respect to the notes. If any of the
foregoing events occurs, we cannot assure you that we will have sufficient assets to pay amounts due on our indebtedness and the notes.
As a result, you may receive less than you are entitled to receive or recover nothing if any liquidation, dissolution, reorganization,
bankruptcy or other similar proceeding occurs.
The indenture also does not limit our or our subsidiaries' ability to issue or repurchase securities, pay dividends or engage in, or to
otherwise be a party to, a variety of corporate transactions. Our ability to use our funds for numerous purposes may limit the funds
available to pay our obligations under the notes.

S-5
Table of Contents
U SE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $3.96 billion, after deducting underwriting discounts and
estimated offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes.

S-6
Table of Contents
CAPI T ALI Z AT I ON
The following table sets forth our cash and cash equivalents and available-for-sale investment securities and capitalization as of
December 31, 2019 and as adjusted to reflect the issuance of the notes and the receipt (but not the use) of the estimated net proceeds of
this offering as described under "Use of Proceeds."

As of De c e m be r 3 1 , 2 0 1 9

As

Ac t ua l
Adjust e d
(in millions, except par

value data)

Ca sh a nd c a sh e quiva le nt s a nd inve st m e nt se c urit ie s

Cash and cash equivalents

$
8,768
$
12,731
Investment securities

3,902

3,902

Total cash and cash equivalents and investment securities

$
12,670
$
16,633

Long-t e rm de bt

Long-term debt

$
13,688
$
13,688
2027 notes offered hereby

--

1,500
2030 notes offered hereby

--

1,500
2040 notes offered hereby

--

1,000
Total long-term debt

$
13,688
$
17,688

Equit y

Preferred stock, $0.0001 par value, 25 shares authorized and 5 shares issued and
outstanding as follows:

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424B2
Series A convertible participating preferred stock, none issued

--

--
Series B convertible participating preferred stock, 2 shares issued and outstanding

$
2,285
$
2,285
Series C convertible participating preferred stock, 3 shares issued and outstanding

3,177

3,177
Class A common stock, $0.0001 par value, 2,001,622 shares authorized, 1,709 shares issued
and outstanding

--

--
Class B common stock, $0.0001 par value, 622 shares authorized, 245 shares issued and
outstanding

--

--
Class C common stock, $0.0001 par value, 1,097 shares authorized, 11 shares issued and
outstanding

--

--
Right to recover for covered losses

(175)

(175)
Additional paid-in capital

16,424

16,424
Accumulated income

13,899

13,899
Accumulated other comprehensive loss, net:

Investment securities

4

4
Defined benefit pension and other postretirement plans

(203)

(203)
Derivative instruments

49

49
Foreign currency translation adjustments

(190)

(190)

Total accumulated other comprehensive loss, net

(340)

(340)

Total equity

35,270

35,270

Total long-term debt and equity

$
48,958
$
52,958

S-7
Table of Contents
DESCRI PT I ON OF N OT ES
The following description is a summary of the terms of the notes being offered, and supplements the information under "Description
of Debt Securities" in the accompanying prospectus and, to the extent it is inconsistent, replaces the description in the accompanying
prospectus. The descriptions in this prospectus supplement and the accompanying prospectus contain descriptions of certain terms of the
notes and the indenture but do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the
provisions of the indenture that has been filed as an exhibit to the registration statement of which this prospectus supplement and the
accompanying prospectus are a part, including the definitions of specified terms used in the indenture, and to the Trust Indenture Act of
1939, as amended. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes.
For purposes of this description, references to "Visa," the "Company," "we," "our" and "us" refer only to Visa Inc. and not to its subsidiaries.
Ge ne ra l
The 2027 notes will initially be limited to an aggregate principal amount of $1,500,000,000. The 2027 notes will bear interest from
April 2, 2020, payable semi-annually on each April 15 and October 15, beginning on October 15, 2020, to the persons in whose names
the 2027 notes are registered at the close of business on each April 1 and October 1, as the case may be (whether or not a business
day), immediately preceding such April 15 and October 15. The 2027 notes will mature on April 15, 2027.
The 2030 notes will initially be limited to an aggregate principal amount of $1,500,000,000. The 2030 notes will bear interest from
April 2, 2020, payable semi-annually on each April 15 and October 15, beginning on October 15, 2020, to the persons in whose names
the 2030 notes are registered at the close of business on each April 1 and October 1, as the case may be (whether or not a business
day), immediately preceding such April 15 and October 15. The 2030 notes will mature on April 15, 2030.
The 2040 notes will initially be limited to an aggregate principal amount of $1,000,000,000. The 2040 notes will bear interest from
April 2, 2020, payable semi-annually on each April 15 and October 15, beginning on October 15, 2020, to the persons in whose names
the 2040 notes are registered at the close of business on each April 1 and October 1, as the case may be (whether or not a business
day), immediately preceding such April 15 and October 15. The 2040 notes will mature on April 15, 2040.
Each series of notes will be issued under an indenture dated as of December 14, 2015, between us and U.S. Bank National
Association, as trustee. The indenture is more fully described in the accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of the notes, issue additional notes of any series having the same terms (except
the issue date, the date from which interest accrues and, in some cases, the first interest payment date) so that existing notes of a
particular series and additional notes of such series form the same series under the indenture, provided, however, that if any such
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424B2
additional notes are not fungible with the existing notes for U.S. federal income tax purposes, such additional notes will have a separate
CUSIP number.
The notes will be our unsecured and unsubordinated debt and will rank equally and ratably among themselves and with our existing
and future unsecured and unsubordinated debt.

S-8
Table of Contents
The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
Ca lc ula t ion of I nt e re st on t he N ot e s
If any interest payment date, redemption date or the maturity date of the notes is not a business day, then payment of interest and/or
principal 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 or maturity date, as the case may be, to the date payment is made. Interest on the notes will be
paid on the basis of a 360-day year consisting of twelve 30-day months.
For purposes of the notes, a "business day" is any day other than a Saturday, Sunday or other day on which commercial banks are
required or permitted by law, regulation or executive order to be closed in New York City or in the place of payment.
De fe a sa nc e
The notes will be subject to defeasance and discharge (but not with respect to certain covenants) and to defeasance of certain
covenants as set forth in the indenture. See "Description of Debt Securities--Satisfaction, Discharge and Covenant Defeasance" in the
accompanying prospectus.
Opt iona l Re de m pt ion of t he N ot e s
Each series of notes will be redeemable as a whole or in part, at our option at any time and from time to time prior to the applicable
Par Call Date (as set forth in the table below), 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, as if
the notes matured on the applicable Par Call Date (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 for such notes (as set forth in the table below),
plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.
Each series of notes will be redeemable as a whole or in part, at our option at any time and from time to time on or after the
applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and
unpaid interest to, but excluding, the date of redemption.

Se rie s
Pa r Ca ll Da t e
Spre a d

2027 notes
February 15, 2027 (two months prior to maturity)

25 basis points
2030 notes
January 15, 2030 (three months prior to maturity)

25 basis points
2040 notes
October 15, 2039 (six months prior to maturity)

25 basis points
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker
as having an actual or interpolated maturity comparable to the remaining term of the notes of such series to be redeemed, as if such notes
had matured on the applicable Par Call Date, 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 a comparable maturity to the remaining term of such notes through the
applicable Par Call Date.

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Table of Contents
"Comparable Treasury Price" means, with respect to any redemption date for a series of notes, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations,
or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC and their respective successors, and, at the option of the Company, one other nationally recognized investment
banking firm that is a primary U.S. Government Securities dealer in the United States (a "Primary Treasury Dealer"); provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for a
series of notes, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker
by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date for a series of notes, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolation (on a day count basis) of the interpolated Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
Notice of any redemption will be sent at least 15 days but not more than 60 days before the redemption date to each holder of notes
to be redeemed. If fewer than all of the notes of a series are to be redeemed, the particular notes to be redeemed shall be selected by the
trustee pro rata or by lot or by such method as the trustee shall deem fair and appropriate. If any note is to be redeemed only in part, the
notice of redemption that relates to such note shall state the principal amount thereof to be redeemed. A new note in principal amount
equal to and in exchange for the unredeemed portion of the principal of the note surrendered will be issued in the name of the holder of
the note upon surrender of the original note.
Unless we default in payment of the redemption price and accrued interest, on and after the redemption date interest will cease to
accrue on the notes or portions thereof called for redemption.
Book -Ent ry Syst e m
The notes will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC").
One or more fully registered certificates will be issued as global notes in the aggregate principal amount of the notes. Such global notes
will be deposited with or on behalf of DTC and may not 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 nominee to a successor of DTC or a nominee of such successor.
So long as DTC, or its nominee, is the registered owner of a global note, DTC or such nominee, as the case may be, will be
considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture. Except as set forth
in the accompanying prospectus, owners

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of beneficial interests in a global note will not be entitled to have the notes represented by such global note registered in their names, will
not receive or be entitled to receive physical delivery of such notes in definitive form and will not be considered the owners or holders
thereof under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC for
such global note and, if such person is not a participant in DTC (as described below), on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the indenture.
Owners of beneficial interests in a global note may elect to hold their interests in such global note either in the United States through
DTC or outside the United States through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank, S.A./N.V., or its
successor, as operator of the Euroclear System ("Euroclear"), if they are a participant of such system, or indirectly through organizations
that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded on DTC's books as being held by
the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants'
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