Obligation MacDonald's 1.125% ( XS1237271009 ) en EUR

MacDonald's

100 % ⇌

Etas-Unis

XS1237271009 ( en EUR )

1.125% par an ( paiement annuel )

26/05/2022 - Obligation échue

Prospectus brochure de l'obligation McDonalds XS1237271009 en EUR 1.125%, échue

100 000 EUR

800 000 000 EUR

McDonald's est une chaîne de restauration rapide multinationale américaine qui sert des hamburgers, des frites, des boissons gazeuses et d'autres articles de restauration rapide dans le monde entier.

L'Obligation émise par MacDonald's ( Etas-Unis ) , en EUR, avec le code ISIN XS1237271009, paye un coupon de 1.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/05/2022

BASE PROSPECTUS
McDonald's Corporation
(Incorporated in the State of Delaware, United States of America)

as Issuer

U.S.$6,000,000,000

PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
__________________________

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as
competent authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities, as amended (the
"Prospectus Act 2005"), to approve this base prospectus (the "Base Prospectus") as a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive (as defined herein). The CSSF has not reviewed any information in this Base
Prospectus that pertains to offerings of Notes that are neither admitted to trading on a regulated market in the European
Economic Area nor offered in the European Economic Area in circumstances in which a prospectus is required to be
published under the Prospectus Directive and, therefore, the CSSF has not approved any information contained herein that
relates to such Notes, including the Form of Pricing Supplement that pertains to such Notes. Application has also been
made to the Luxembourg Stock Exchange for Notes (the "Notes") issued under the Program for the Issuance of Global
Medium-Term Notes (the "Program") described in this Base Prospectus to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. However, Notes may also
be issued under the Program that are admitted to trading on other markets or not listed on any exchange. Further, Notes that are
initially listed on an exchange may subsequently be de-listed, as described in the section "European Union Transparency
Directive," contained herein, or at the Issuer's option if other statutory requirements become impracticable or unduly
burdensome. This Base Prospectus shall be in force for a period of one year from the date set out hereunder.

The CSSF, in its capacity as competent authority under the Prospectus Act 2005, assumes no responsibility as to the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the
Issuer, in accordance with Article 7(7) of the Prospectus Act 2005.

Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). Notes may not be offered, sold or delivered within the United States of America (the "United States" or the "U.S.") or
to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act), unless the
Notes are registered under the Securities Act or an exemption therefrom is available. The Issuer is authorized to borrow up to
U.S.$6,000,000,000 (or such other amount as may be subsequently authorized, from time to time), or the equivalent thereof in
foreign currencies, by means of incurring any form of indebtedness (excluding any borrowings made via commercial paper),
including by issuing Notes under the Program.

An investment in Notes issued under the Program involves certain risks. For a discussion of these risks, see the "Risk
Factors" section contained in this Base Prospectus.
__________________________

Arranger for the Program
MORGAN STANLEY
__________________________

Dealers
ANZ
BARCLAYS
BNP PARIBAS
BOFA MERRILL LYNCH
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
MIZUHO SECURITIES
MORGAN STANLEY
MUFG
RABOBANK INTERNATIONAL
RBC CAPITAL MARKETS
SANTANDER GLOBAL BANKING & MARKETS
SCOTIABANK
SMBC NIKKO
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
STANDARD CHARTERED BANK
THE ROYAL BANK OF SCOTLAND
UNICREDIT BANK
WELLS FARGO SECURITIES
WESTPAC BANKING CORPORATION

November 14, 2014

McDonald's Corporation (the "Issuer" and the "Company") accepts responsibility for the information contained in this
Base Prospectus and in the Final Terms or Pricing Supplement, as the case may be, relating to any Notes. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in
this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Certain information contained in this Base Prospectus has been extracted from third party sources. The Issuer confirms
that such information has been accurately reproduced and that, so far as the Issuer is aware, and is able to ascertain from
information published by such third party sources, no facts have been omitted that would render the reproduced information
inaccurate or misleading.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Final Terms or the
Pricing Supplement of the Notes herein, in which event, if such Notes are to be admitted to trading on a regulated market in the
European Economic Area or offered in the European Economic Area in circumstances in which a prospectus is required to be
published under the Prospectus Directive, a further Base Prospectus, subject to approval by the CSSF, will be made available that
will describe the effect of the agreement reached in relation to such Notes. For offerings of Notes that are neither admitted to
trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances in
which a prospectus is required to be published under the Prospectus Directive, the Issuer may agree with any Dealer that such
Notes may be issued in a form not contemplated by the Pricing Supplement of the Notes herein, in which event a prospectus
supplement, further Base Prospectus or other documentation, if appropriate, will be made available that will describe the effect of
the agreement reached in relation to such Notes.
This Base Prospectus should be read and construed with any supplement hereto and with any other documents
incorporated by reference and, in relation to any Series (as defined herein) of Notes, should be read and construed together with
the relevant Final Terms or Pricing Supplement.
No person has been authorized by the Issuer to give any information or to make any representation that is not contained
in, or is otherwise inconsistent with, this Base Prospectus or any other document entered into in relation to the Program or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or
representation should not be relied upon as having been authorized by the Issuer or any Dealer. Neither the Issuer nor any Dealer
takes any responsibility for any other information that others may give you.
See "Risk Factors" beginning on page 5 for a discussion of certain factors to be considered in connection with an
investment in the Notes.
This Base Prospectus, together with any prospectus supplement, is a "base prospectus" for the purposes of Article 5.4 of
the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC on the prospectus to be
published when securities are offered to the public or admitted to trading (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State (as defined below)), and includes any relevant
implementing measure in the Relevant Member State (as defined below). The expression "2010 PD Amending Directive"
means Directive 2010/73/EU amending the Prospectus Directive and Directive 2004/109/EC, as amended, on the
harmonization of transparency requirements in relation to information about issuers whose securities are admitted to trading on
a regulated market (the "Transparency Directive"). A "Relevant Member State" is any Member State of the European
Economic Area that has implemented the Prospectus Directive. The distribution of this Base Prospectus and any relevant Final
Terms or Pricing Supplement, and the offering, sale and delivery of the Notes in certain jurisdictions, including in the United
States and the United Kingdom, may be restricted by law. Persons into whose possession this Base Prospectus or any relevant
Final Terms or Pricing Supplement come are required by the Issuer and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of
this Base Prospectus or any relevant Final Terms or Pricing Supplement and other offering material relating to the Notes, see the
section "Subscription and Sale" contained herein. In particular, the Notes have not been and will not be registered under the
Securities Act. Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as such terms are defined in Regulation S under the Securities Act), unless the Notes are registered under the Securities
Act or an exemption therefrom is available. Neither this Base Prospectus nor any Final Terms nor Pricing Supplement
may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is
not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
Application has been made to the Luxembourg Stock Exchange for Notes to be admitted to trading on the Luxembourg
Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's regulated market is a regulated market for purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC). Notes may be admitted to listing and trading and/or quotation on other or further stock exchanges.
The Issuer may elect to issue Notes under the Program that will not be listed on any stock exchange.
2

Series of Notes may be rated or unrated. Where a Series is rated, such rating will not necessarily be the same as the
rating(s) assigned to the Issuer. The rating of certain Series may be specified in the relevant Final Terms or Pricing Supplement.
Whether or not each credit rating applied for in relation to a relevant Series will be issued or endorsed by a credit rating agency
established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"),
will be disclosed in the relevant Final Terms or Pricing Supplement.
Neither this Base Prospectus nor any Final Terms nor Pricing Supplement constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or any Dealer that any
recipient of this Base Prospectus or any Final Terms or Pricing Supplement should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus or any Final Terms or Pricing Supplement shall be deemed to have made its own investigation
and appraisal of the condition (financial or otherwise) of the Issuer.
The Dealers have not separately verified the information contained in this Base Prospectus. No representation or
warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective
affiliates make any representation or warranty, or accept any responsibility, as to the accuracy or completeness of the information
relating to the Issuer contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms or Pricing Supplement nor the offering, sale or
delivery of any Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date thereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no material adverse change in the financial situation of the Issuer since the date thereof or,
as the case may be, the date upon which this Base Prospectus has been most recently amended or supplemented or the balance
sheet date of the most recent financial statements which are deemed to be incorporated into this Base Prospectus by reference,
or that any other information supplied in connection with the Program is correct at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
All references in this Base Prospectus to "U.S. dollars," "U.S.$" or "$" are to the lawful currency of the United States,
all references to "pounds sterling" or "£" are to the lawful currency of the United Kingdom, all references to "Australian
dollars" or "A$" are to the lawful currency of the Commonwealth of Australia and all references to "euro" and "" are to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the
Functioning of the European Union, as amended.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any) named as
the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the relevant Final Terms or
Pricing Supplement may over-allot Notes or effect transactions (outside Australia and on a market operated outside
Australia) with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing
Manager(s)) will undertake stabilization action. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the
date of the allotment of the relevant Tranche. Any stabilization action or over-allotment must be conducted by the
relevant Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance with all
applicable laws and rules.
An investor intending to acquire or acquiring any Notes from an offeror will do so, and offers and sales of the Notes to
an investor by an offeror will be made, in accordance with any terms and other arrangements in place between such offeror and
such investor including as to price, allocations and settlement arrangements. The Issuer will not be a party to any such
arrangements with investors (other than the Arranger and the Dealers) in connection with the offer or sale of the Notes and,
accordingly, this Base Prospectus and any Final Terms or Pricing Supplement, as the case may be, will not contain such
information. The investor must look to the offeror at the time of such offer for the provision of such information. The Issuer has
no responsibility to an investor in respect of such information.

3

TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................................................................. 5
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ....................................................... 13
GENERAL DESCRIPTION OF THE PROGRAM .......................................................................................................................... 14
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................................. 15
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................................................................................ 31
EUROPEAN UNION TRANSPARENCY DIRECTIVE ................................................................................................................. 33
FORM OF FINAL TERMS APPLICABLE TO ISSUANCES OF NOTES
SUBJECT TO THE PROSPECTUS DIRECTIVE ........................................................................................................................... 34
FORM OF PRICING SUPPLEMENT APPLICABLE TO ISSUANCES OF NOTES
NOT SUBJECT TO THE PROSPECTUS DIRECTIVE .................................................................................................................. 43
MCDONALD'S CORPORATION ................................................................................................................................................... 54
USE OF PROCEEDS ......................................................................................................................................................................... 69
FINANCIAL INFORMATION ......................................................................................................................................................... 70
UNITED STATES TAXATION ........................................................................................................................................................ 98
EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ................................................................ 100
PROPOSED FINANCIAL TRANSACTIONS TAX ..................................................................................................................... 100
LUXEMBOURG TAXATION ........................................................................................................................................................ 100
SUBSCRIPTION AND SALE ......................................................................................................................................................... 103
EXPERTS ......................................................................................................................................................................................... 108
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................................. 108
GENERAL INFORMATION .......................................................................................................................................................... 111

4

RISK FACTORS

Set out below are factors the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes or that may be otherwise material to the Notes. Prospective investors should read this Base Prospectus, as
supplemented, and the relevant Final Terms or Pricing Supplement, as the case may be, in their entirety and form their own
conclusions regarding investing in any Notes, in addition to consulting their respective financial and legal advisors about the
risks entailed by an investment in any Notes and the suitability of any investment in Notes in light of their respective particular
circumstances. Prospective investors should also consider carefully, among other factors, the matters described below.
The following risk factors have been separated into two groups:
· Risks related to the Notes; and
· Risks related to the Issuer.
The occurrence of the events described below under the risks relating to the Issuer could have a material adverse effect on the
Issuer's businesses, prospects, financial condition, results of operations and/or cash flows. Furthermore, other unknown or
unpredictable economic, business, competitive, regulatory, geopolitical or other factors could also have material adverse effects on
the Issuer's future results.
Risks Related to the Notes
Notes denominated in currencies other than U.S. dollars are subject to exchange rate and exchange control risks.
An investment in a Note denominated in a specified currency other than the currency of the jurisdiction in which a particular
investor resides, does business or reports its operating results entails significant risks. These risks include the possibility of significant
changes in rates of exchange between the specified currency and the investor's currency resulting from the official redenomination or
revaluation of the specified currency and the possibility of the imposition or modification of foreign exchange controls by either the
investor's jurisdiction or foreign governments. These risks generally depend on factors over which the Issuer has no control, such as
economic and political events and the supply of and demand for the relevant currencies. Moreover, if payments on Notes denominated in
currencies other than U.S. dollars are determined by reference to a formula containing a multiplier or leverage factor, the effect of any
change in the exchange rates between the applicable currencies will be magnified. In recent years, rates of exchange between some
currencies have been highly volatile, and you should be aware that volatility may occur in the future. Fluctuations in any particular
exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the
term of any Note. Depreciation of a specified currency for a Note against the investor's currency would result in a decrease in the
effective yield of such Note (in terms of the investor's currency) below its coupon rate and, in certain circumstances, could result in a
loss to a particular investor (in terms of that investor's currency).
Except as set forth below, if payment in respect of a Note is required to be made in a currency other than U.S. dollars, and such
currency is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer's control or is
no longer used by the government of the relevant country (unless otherwise replaced by the euro) or for the settlement of transactions by
public institutions of or within the international banking community, then all payments in respect of such Note will be made in U.S.
dollars until such currency is again available to the Issuer or so used. The amounts payable on any date in such currency will be
converted into U.S. dollars on the basis of the most recently available market exchange rate for such currency or as otherwise indicated
in the relevant Final Terms or Pricing Supplement. Any payment in respect of such Note so made in U.S. dollars will not constitute an
event of default under the terms and conditions of the Notes.
The paying agent will make all determinations referred to above at its sole discretion. All determinations will, in the absence of
clear error, be binding on holders of the Notes.
Early redemption may adversely affect your return on the Notes.
If the Notes are redeemable at the Issuer's option, the Issuer may choose to redeem the Notes at times when prevailing interest
rates are relatively low. In addition, if the Notes are subject to mandatory redemption, the Issuer may be required to redeem the Notes at
times when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in
a comparable security at an effective interest rate as high as the Notes being redeemed. An optional redemption feature is likely to limit
the market value of Notes. During any period in which the Issuer may elect to redeem Notes, the market value of those Notes generally
will not rise substantially above the price at which they can be redeemed. The market value of redeemable Notes may also be similarly
limited at other times.
Interest rate conversion, if applicable, may affect the market value of the Notes.
Certain fixed/floating rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating
rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market
value of the Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If
the Issuer converts from a fixed rate to a floating rate, the spread on the fixed/floating rate Notes may be less favorable than the
then-prevailing spreads on comparable floating rate Notes tied to the same reference rate. In addition, the new floating rate at any time
5

may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than the
then-prevailing rates on its Notes.
Under the Savings Directive, the Notes may be subject to withholding taxes in circumstances where the Issuer is not obliged to
make gross-up payments, and this would result in holders receiving less interest than expected.

Under Council Directive 2003/48/EC on the taxation of savings income (the "Savings Directive"), each Member State of the
European Union is required to provide to the tax authorities of another Member State details of payments of interest or other similar
income paid by a person within its jurisdiction to, or secured by such a person for, an individual beneficial owner resident in, or certain
limited types of entities established in, that other Member State. However, for a transitional period, Austria and Luxembourg will
instead (unless during that period they elect otherwise) operate a withholding system in relation to such payments. Under such a
withholding system, the beneficial owner of the interest payment must be permitted to elect that certain procedures relating to the
provision of information be applied rather than requiring withholding. The rate of withholding is 35%. The transitional period will
terminate at the end of the first full fiscal year following agreement by certain non-EU countries to exchange-of-information procedures
relating to interest and other similar income. The Luxembourg government has announced that Luxembourg will elect out of the
withholding system in favor of automatic exchange of information with effect from January 1, 2015. To this effect, a bill of law
(reference number 6668) was lodged with the Luxembourg Parliament on March 18, 2014 (the "Luxembourg Bill of Law").

If the Luxembourg Bill of Law is enacted, interest paid after December 31, 2014 and falling within the scope of the Savings
Directive will not be subject to withholding tax under the Luxembourg laws implementing the Savings Directive, and the Issuer's
Luxembourg-based paying agent will be required to report to the Luxembourg tax authorities the total amount of such interest payments,
as well as the name and the residency of the beneficial owner of the interest and the details of the bank account on which the interest is
paid, or the identification of the claim bearing the interest. The Luxembourg tax authorities will automatically transfer this information
to the competent authorities of the state of residency of the beneficial owner at least once each year.

A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted similar
measures to the Savings Directive.
On March 24, 2014, the Council of the European Union adopted a Directive amending the Savings Directive (the "2014
Amending Directive") which, when implemented, will broaden the scope of the rules described above. The Member States will have
until January 1, 2016 to adopt national legislation necessary to comply with the 2014 Amending Directive and are required to apply these
new requirements from January 1, 2017. The changes made under the 2014 Amending Directive include extending the scope of the
Savings Directive to payments made to, or secured for, certain other entities and legal arrangements (including trusts and partnerships),
where certain conditions are satisfied. They also broaden the definition of "interest payment" to cover income that is equivalent to
interest. Investors should consult their professional advisors as to the effect of these changes on their position.
If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of,
or in respect of, tax pursuant to the Savings Directive, including any amendment thereof, were to be withheld from that payment, neither
the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of
the imposition of such withholding tax.
In certain circumstances Holders may be subject to U.S. withholding tax.
Under the U.S. tax rules known as the Foreign Account Tax Compliance Act ("FATCA"), a U.S. Alien Holder will generally
be subject to 30% U.S. withholding tax on payments made on (and, after December 31, 2016, gross proceeds from the sale or other
taxable disposition of) the Notes if such Holder (i) is, or holds its Notes through, a foreign financial institution that has not entered into an
agreement with the U.S. government to report, on an annual basis, certain information regarding accounts with or interests in the
institution held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons, or that has
been designated as a "nonparticipating foreign financial institution" if it is subject to an intergovernmental agreement between the
United States and a foreign country, or (ii) fails to provide certain documentation containing information about its identity, its FATCA
status, and if required, its direct and indirect U.S. owners. The future adoption of, or implementation of, an intergovernmental agreement
between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements.
Prospective Holders should refer to the section "United States Taxation" of this Base Prospectus.
There may not be any trading market for the Notes; many factors affect the trading and market value of the Notes.
Upon issuance, the Notes will not have an established trading market. The Issuer cannot assure you that a trading market for the
Notes will ever develop, or that any such market will be maintained if developed. In addition to the Issuer's creditworthiness, many
factors affect the trading market for, and trading value of, the Notes. These factors include:
· the method of calculating the principal, premium, if any, and interest, if any, in respect of the Notes,
· the time remaining to the maturity of the Notes,
· the outstanding amount of the Notes,
· any redemption features of the Notes,
· the level, direction and volatility of market interest rates generally, and
6

· fluctuations in exchange rates between an investor's currency and the specified currency in which a Note is denominated.
There may be a limited number of buyers when you decide to sell your Notes. This may affect the price you receive for your
Notes or your ability to sell your Notes at all. In addition, Notes that are designed for specific investment objectives or strategies often
experience a more limited trading market and more price volatility than those not so designed. You should not purchase Notes unless
you understand and know you can bear all of the investment risks involving the Notes.
The Issuer's credit ratings may not reflect all risks of an investment in the Notes.
The credit ratings of the Issuer or the Program may not reflect the potential impact of all risks related to structure and other
factors on any trading market for, or trading value of, your Notes. In addition, real or anticipated changes in the Issuer's or the Program's
credit ratings will generally affect any trading market for, or trading value of, your Notes. A credit rating is not a recommendation to
buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. There is no assurance that a credit rating
will remain for any given period of time or that a credit rating will not be lowered or withdrawn by the relevant rating agency if, in its
judgment, circumstances so warrant. The impact of other activities that the Issuer undertakes, including its stock repurchase program,
changes in its dividend rate and, particularly, increases in its debt levels could also result in future declines in its credit ratings. See
"Risks Related to the Issuer Trading volatility and price of the Issuer's common stock may be affected by many factors." In the event
that a credit rating assigned to the Notes or the Issuer is subsequently lowered for any reason, no person or entity is obliged to provide
any additional support or credit enhancement with respect to the Notes, and the market value of the Notes is likely to be adversely
affected.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory
purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and
such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances while the
registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating
agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is
certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been
withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets
Authority ("ESMA") on its Web site in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant
rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating
agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out
in the section "McDonald's Corporation Credit Ratings" of this Base Prospectus and will be disclosed in the Final Terms or Pricing
Supplement relating to any issue of Notes.
The Issuer may elect to de-list the Notes if statutory requirements become impracticable or unduly burdensome.
Any Notes that are listed on the Official List of the Luxembourg Stock Exchange or any other listing authority, stock exchange
or quotation system may be de-listed if statutory requirements become impracticable or unduly burdensome. The Issuer must comply
with numerous statutory requirements, including but not limited to the Prospectus Directive and its implementing rules and regulations
and the Transparency Directive. The Transparency Directive was implemented in Luxembourg by the law and a Grand-Ducal regulation
of January 11, 2008 regarding transparency requirements for issuers of securities (the "Transparency Law"), which aims at issuers
whose securities are admitted to trading on a regulated market and where Luxembourg is the home Member State. Both the Prospectus
Directive and Transparency Directive require issuers, whose securities are admitted to trading on a regulated market in any Member
State, to prepare their consolidated accounts in accordance with International Financial Reporting Standards adopted pursuant to
Regulation (EC) No. 1606/2002 ("IFRS"); however, the European Commission has determined that U.S. Generally Accepted
Accounting Principles shall be deemed "equivalent" to IFRS (Commission Decision 2008/961/EC; Commission Regulation (EC) No.
1289/2008). If the Transparency Law (and/or any other European or national legislation) is interpreted or takes effect in a form that
would require the Issuer to publish or produce its financial statements according to accounting principles other than U.S. statutory
accounting principles or that would otherwise impose requirements on the Issuer that it determines in good faith are impracticable or
unduly burdensome, the Issuer may elect to de-list the Notes. The Issuer will use its reasonable efforts to obtain an alternative admission
to listing, trading and/or quotation for the Notes by another listing authority, exchange and/or system, as it and the relevant Dealers may
decide. If such an alternative admission is not available to the Issuer, or is, in the Issuer's opinion, unduly burdensome, an alternative
admission may not be obtained. Notice of any de-listing and/or alternative admission will be given as described in Condition 16 in the
section "Terms and Conditions of the Notes."
Because the Notes are unsecured, your right to receive payments may be adversely affected by certain events.
The Notes will be unsecured. If the Issuer defaults on the Notes, or in the event of a bankruptcy, liquidation or reorganization,
then, to the extent that the Issuer has granted security over its assets, the assets that secure those obligations will be used to satisfy the
obligations thereunder before the Issuer could sell or otherwise dispose of those assets in order to make payment on the Notes. As a
result of the granting of such security, there may only be limited assets available to make payments on the Notes in the event of an
acceleration of the Notes.
Notes may be issued at a substantial discount or premium.
Notes may be issued at a substantial discount or premium from their principal amount. The market value of such Notes may
fluctuate to a greater extent in relation to general changes in interest rates than do market values for conventional interest-bearing
7

securities. Generally, the longer the remaining term of such Notes, the greater the price volatility as compared to conventional
interest-bearing securities with comparable maturities.
Legal investment considerations may restrict certain investments.
The investment activities of certain investors in the Notes are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each investor of the Notes should consult his, her or its, as the case may be, legal advisors to determine
whether and to what extent (1) the Notes constitute legal investments; (2) the Notes can be used as collateral for various types of
borrowing; and (3) other restrictions might apply to the purchase or pledge of any Notes. Financial institutions should consult their
respective legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
The Notes may not be a suitable investment for all investors.
Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor should (1) have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement; (2) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
the investor's particular financial situation, an investment in the relevant Notes and the impact the relevant Notes will have on the
investor's overall investment portfolio; (3) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes; (4) understand thoroughly the terms of the relevant Notes and be familiar with the behavior of any relevant indices and
financial markets; and (5) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for economic,
interest rate and other factors that may affect the investor's investment and the investor's ability to bear the applicable risks.
A prospective investor should not invest in Notes unless it has the expertise (either alone or with a financial advisor) to evaluate
how the Notes will perform under changing conditions, the resulting effects on the value of the Notes, and the impact this investment
will have on the prospective investor's overall investment portfolio.
The terms of the Notes, in certain circumstances, may be subject to modifications and waivers.

The Terms and Conditions of the Notes contain provisions for calling meetings of holders of the Notes to consider matters
affecting their interests generally. Certain changes require each affected holder's approval, others require no approval by holders and
still others require the approval of 25% of the holders. Accordingly, the terms of the Notes may in some cases be subject to change
without your consent.
Certain Dealers may be subject to potential conflicts of interest.

All or some of the Dealers and their affiliates (including their parent companies) have and/or may in the future engage, in the
ordinary course of business, in investment banking, commercial banking and/or other financial advisory and commercial dealings with
the Issuer and its affiliates. They have or may, in the ordinary course of their business, (i) engage in investment banking, trading or
hedging activities; (ii) act as underwriters in connection with offerings of securities issued by the Issuer and its affiliates; or (iii) act as
financial advisors to the Issuer or its affiliates. In the context of these transactions, certain of such Dealers have or may hold securities
issued by the Issuer or its affiliates. Where applicable, they have or will receive customary fees and commissions for these transactions.

Potential conflicts of interest may arise between the calculation agent, if any, for a Series of Notes and the Noteholders,
including with respect to certain discretionary determinations and judgments that such calculation agent may make pursuant to the
Terms and Conditions that may influence the amount receivable upon redemption of the Notes.
The Notes may be affected by changes in law.

The Terms and Conditions of the Notes are based on the laws of the State of New York, United States of America, in effect as
at the date of issue of the relevant Notes. The impact of any possible judicial decision or change to the laws of the State of New York or
administrative practice after the date of issue of the relevant Notes is uncertain.
Risks Related to the Issuer
The Issuer's business results are subject to a variety of risks. The most important of these is whether the Issuer can continue to
evolve in today's dynamic marketplace and enhance the Issuer's relationship with its customers to become a more relevant and trusted
brand. Meeting customer expectations is complicated by the risks inherent in the Issuer's global operating environment. Ongoing
broad-based challenges continue to pressure the Issuer's operating and financial performance. In particular, in some of its major
markets, IEO segments may remain stagnant or experience only modest growth, reflecting consumer caution and price sensitivity. There
has also been sustained, intense competition from both traditional and non-traditional competitors in many markets. Further, certain
menu, pricing and promotional decisions may continue to yield results below desired levels and could continue to negatively impact
sales, guest counts and market share. The Issuer has the added challenge of differing cultural, regulatory and economic environments
that exist within and among the more than 100 countries where the Issuer's restaurants operate. The Issuer's initiatives may not have
universal appeal among different segments of its customer base and could drive unanticipated changes in customer perceptions and guest
counts. The Issuer's operations, plans and results are also affected by many factors, including regulatory, tax and other initiatives around
the world as described in this section.
8

The risks that can have an impact on the Issuer's financial performance, both in the near- and long-term, are reflected in the
following considerations and factors that the Issuer believes are most likely to affect its performance. In reviewing these risks, it is
important to understand the Issuer's business model. The Issuer's restaurant margins arise from two sources: Issuer-operated restaurants
and franchised restaurants. As it relates to the Issuer-operated restaurants, the Issuer's business model is built around growing
comparable sales to realize margin leverage. During periods when comparable sales performance is muted, the Issuer's ability to grow
margins and income is significantly impacted. The Issuer's franchisees manage their businesses independently, and therefore are
responsible for the operation of their restaurants. The margins the Issuer realizes from franchised restaurants are largely dependent on
the ability of the Issuer's franchisees to grow their sales and many of the factors described in this section will likely have a negative
impact on franchised margins as well. Although the Issuer's reported results do not include franchisee profits, their financial viability is
important to the Issuer's success as it enables franchisees to effectively deliver the Issuer's experience.
The Issuer's ability to become a more relevant and trusted brand and to increase sales and profits depends largely on how well
the Issuer executes the Plan to Win and its global growth priorities.
The Plan to Win aligns the Issuer's System (which represents the Issuer, its franchisees and suppliers) around the four strategic
growth priorities that represent the Issuer's greatest opportunities to drive results - serving its customers' favorite food and drinks,
creating memorable experiences, offering unparalleled convenience, and being a more trusted brand. The Plan to Win framework also
keeps the Issuer focused on execution across all of its key initiatives through a common, integrated approach to people, products, place,
price and promotion. The quality of the Issuer's execution depends mainly on the following:

·
The Issuer's System's ability to anticipate and respond effectively to trends or other factors that affect the IEO segment
and the Issuer's competitive position in the diverse markets it serves, such as spending patterns, demographic changes,
trends in food preparation, consumer preferences and publicity about the Issuer, all of which can drive perceptions of its
business or affect the willingness of other companies to enter into site, supply or other arrangements with the Issuer;

·
The Issuer's System's continued innovation in all aspects of the Issuer's experience, including successful menu
enhancements, to differentiate the Issuer's experience in a way that balances value with margin levels;

·
The Issuer's System's ability to develop robust menu enhancements, and whether these will result in sales gains; the
Issuer's ability to manage the complexity of its restaurant operations resulting from providing customers additional
choices; the Issuer's ability to continuously adapt in order to deliver a locally-relevant experience in a highly
competitive, value-driven operating environment; and the Issuer's ability to leverage promotional or operating successes
across markets;

·
The risks associated with the Issuer's franchise business model, including whether its franchisees have the experience
and financial resources to be effective operators and remain aligned with the Issuer on operating, promotional and
capital-intensive initiatives, especially during periods of softer sales performance and the potential impact on the Issuer
if they experience food safety or other operational problems or project a brand image inconsistent with its values,
particularly if the Issuer's contractual and other rights and remedies are limited, costly to exercise or subject to litigation;

·
The Issuer's ability to achieve the benefits of its stated refranchising goals, which will depend on various factors
including the returns the Issuer realizes from such transactions and whether the resulting ownership mix supports its
financial objectives;

·
The success of the Issuer's System's tiered approach to menu offerings and the impact of changes the Issuer may make
to its value menu, which has been and will continue to be an important component of the Issuer's overall menu strategy;
the impact of pricing, product, marketing and promotional plans on sales and margins; and the Issuer's ability to adjust
these plans to respond quickly to changing economic and competitive conditions;

·
The Issuer's System's ability to meet expectations for quality food served in clean and friendly environments by
motivating its restaurant personnel and its franchisees to achieve consistency and high service levels;

·
The Issuer's System's ability to drive restaurant improvements that achieve optimal capacity, particularly during peak
mealtime hours;

·
The Issuer's System's ability to respond effectively to adverse perceptions about the quick-service category of the IEO
segment or about its food (including its nutritional content and preparation), promotions and premiums, such as Happy
Meal toys (collectively, its "products"), how the Issuer sources the commodities it uses, and its ability to manage the
potential impact on the Issuer of food-borne illnesses and food or product safety issues (such as the supplier issue in
China);

9

·
The Issuer's System's plans for restaurant reimaging and rebuilding, and whether the Issuer is able to identify and
develop restaurant sites consistent with its plans for net growth of System-wide restaurants and achieve its sales and
profitability targets;

·
Whether the Issuer will be able to develop an effective and compelling global digital strategy in the future that will
enhance customer engagement and whether competitor loyalty initiatives will impact the Issuer's ability to attract
customers, particularly as these initiatives become established and customer acquisition costs (i.e., switching costs)
increase;

·
The success of the Issuer's sustainability initiatives to support its brand ambition of good food, good people and good
neighbor, which will require System-wide coordination and alignment, and whether the Issuer will be effective in
achieving its stated sustainability goals and addressing these and other matters of social responsibility in a way that
inspires trust and confidence;

·
The costs and risks associated with the Issuer's increasing reliance on technological and digital systems (e.g.,
point-of-sale and other in-store systems or platforms) that support its restaurants; the risk that the Issuer will not fully
realize the benefits of the significant investments it is making to enhance the customer experience; the potential for
technology system performance failures, security breaches involving its systems or those of third-party providers; legal
risks associated with data collection, protection and management, in particular as it relates to information we collect
when we provide technology-related services to franchisees; and litigation risk involving intellectual property rights;

·
The impact of economic action, such as boycotts or protests, work stoppages, and supply chain interruptions (including
due to lack of supply or price increases) that can adversely affect the Issuer or the suppliers, franchisees and others that
are also part of the Issuer's System and whose performance has a material impact on the Issuer's results;

·
The impact of campaigns by labor organizations and activists to promote adverse perceptions of the quick-service
category of the IEO segment or the Issuer's brand, management, suppliers or franchisees, or to promote or threaten
specific economic action involving the industry, the Issuer or its suppliers and franchisees; and

·
The Issuer's System's ability to recruit and retain qualified personnel to manage its operations and growth.

The Issuer's results and financial condition are affected by global and local market conditions, and the prolonged challenging
economic environment can be expected to continue to pressure its results.
The Issuer's results of operations are substantially affected by economic conditions, which can vary substantially by market.
The current global environment has been characterized by weak economies and high unemployment rates. Many major economies, both
advanced and developing, are still facing ongoing economic issues. In the U.S., these include concerns about the long-term direction of
federal fiscal policies. In many European markets, consumer and business confidence and spending remain muted. Important markets
in Asia have also been experiencing slower growth rates. Uncertainty about the long-term environment could derail any potential
improvements in economic activity.
These conditions have pressured the Issuer's performance, adversely affecting sales, guest counts and/or the Issuer's market
share in many markets, including some major markets. The Issuer is also facing sustained, intense competition from traditional
competitors as well as an expanded set of other competitors, which include newer entrants into the fast-casual category and many
non-traditional market participants, such as conventional retailers and coffee shops. To address this environment, the Issuer is
intensifying its focus on increasing its relevance to drive guest counts through, among other things, menu, pricing and promotional
actions. Certain of these actions can adversely affect the Issuer's margin percent and therefore the Issuer expects that margins will
remain under pressure. The key factors that can affect the Issuer's operations, plans and results in this environment are the following:

·
Whether the Issuer's strategies will be effective in enabling market share gains, while at the same time enabling the
Issuer to achieve its targeted operating income growth despite the current adverse economic conditions, intense
competition and increasingly complex and costly advertising environment;

·
The effectiveness of the Issuer's supply chain management to assure reliable and sufficient product supply on favorable
terms;

·
The impact on consumer disposable income levels and spending habits of governmental actions to manage national
economic matters, whether through austerity or stimulus measures and initiatives intended to control wages,
unemployment, credit availability, inflation, taxation and other economic drivers;

·
The impact on restaurant sales and margins of ongoing commodity price volatility, and the effectiveness of pricing,
hedging and other actions taken to address this environment;

10

Document Outline

#1">BASE PROSPECTUS
#1">U.S.$6,000,000,000
#1">PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
#1">Arranger for the Program
#1">MORGAN STANLEY
#4">TABLE OF CONTENTS
#5">RISK FACTORS
#15">1. Form and Denomination
- #15">1.01 Notes may be issued in registered form (Registered NotesŽ) or bearer form (Bearer NotesŽ), as specified in the relevant Final Terms. Bearer Notes may not be issued unless such Notes are treated as issued in registered form for U.S. federal inc...
#15">Registered Notes
- #15">1.02 Each Tranche of Registered Notes will be represented upon issue by a global Note in registered form (a Global Registered NoteŽ). Global Registered Notes will be registered in the name of a nominee for a common depositary (a Common DepositaryŽ...
- #15">Bearer Notes
#16">Denominations
- #16">1.05 Notes will have a minimum denomination of 100,000 (or if the Notes are denominated in a currency other than euro, as specified in the Final Terms, at least the equivalent thereof in such currency using the spot rate as of the date of issue) or a...
#16">Currency of Notes
- #16">1.06 The Notes are denominated in such currency as may be specified in the Final Terms. Any currency may be so specified subject to compliance with all applicable legal, regulatory and central bank requirements. If the Notes will be paid in a curren...
#16">Legending
- #16">1.07 All Global Bearer Notes having an original term to maturity of 183 days or less will bear the following legend: By accepting this obligation, the holder represents and warrants that it is not a United States person (other than an exempt recipien...
#16">2. Title and Transfer
- #16">Registered Notes
- #16">2.01 The Registrar will maintain the register (the RegisterŽ) in accordance with the provisions of the Fiscal Agency Agreement. A Registered Note will be issued to each Holder (as defined below) in respect of its registered holding. If issued, each...
- #16">2.02 The Holder of any Registered Note will (except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or ...
- #17">2.03 Subject to Conditions 2.05 and 2.06 below, a Registered Note may be transferred upon surrender of the relevant Global Registered Note or Definitive Note (as the case may be), with the endorsed form of transfer duly completed, at the specified off...
- #17">2.04 Within five business days of the surrender of a Global Registered Note or a Definitive Note in accordance with Condition 2.03 above, the Registrar will register the transfer in question and shall assist the Fiscal Agent in delivering a new Global...
- #17">2.05 The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or such Transfer Agent (as the case may be) may require in respect ...
- #17">2.06 Holders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
- #17">Bearer Notes
- #17">2.07 Title to Global Bearer Notes passes by delivery. References herein to the HoldersŽ or holdersŽ of Global Bearer Notes are to the bearers of such Notes, unless otherwise specified in the relevant Final Terms. For the avoidance of doubt, so lon...
- #17">2.08 The Holder of any Global Bearer Note will (unless otherwise specified in the relevant Final Terms and except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or not it i...
#17">3. Status of the Notes
#17">4. Certain Covenant
#17">5. Interest
#17">Interest
- #17">5.01 Notes may be interest-bearing or non-interest-bearing, as specified in the Final Terms.
#17">Interest-bearing Notes
- #17">5.02 Notes which are specified in the Final Terms as being interest-bearing shall bear interest from their Interest Commencement Date at the Interest Rate payable in arrears on each Interest Payment Date.
#18">Floating Rate Notes
- #18">5.03 If the relevant Final Terms specify the Interest Rate applicable to the Notes as being Floating Rate,Ž it shall also specify which page (the Relevant Screen PageŽ) on the Reuters Screen, or any other information service, shall be applicable. If...
  - #18">(i) the Calculation Agent will determine the Reference Rate (or, as the case may require, the arithmetic mean (rounded, if necessary, to the nearest ten thousandth of a percentage point, 0.00005 being rounded upwards) of the Reference Rates) in the Re...
  - #18">(ii) if, on any Interest Determination Date, no such rate so appears (or, as the case may be, if fewer than two such rates so appear) or if the Relevant Screen Page is unavailable, the Calculation Agent will request appropriate quotations and will det...
  - #18">(iii) if, on any Interest Determination Date, only two or three rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or
  - #18">(iv) if fewer than two rates are so quoted, the Calculation Agent will determine the arithmetic mean (rounded as aforesaid) of the rates quoted by four major banks in the Relevant Financial Center (or, in the case of Notes denominated in euro, in such...
#18">Maximum or Minimum Interest Rate
- #18">5.04 If any Maximum or Minimum Interest Rate is specified in the relevant Final Terms, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
#18">Accrual of Interest
- #18">5.05 Interest shall accrue on the Outstanding Principal Amount of each Note during each Interest Accrual Period from the Interest Commencement Date. Interest will cease to accrue on the due date for redemption therefor unless upon due presentation or ...
#18">Interest Amount(s), Calculation Agent and Reference Banks
- #18">5.06 If a Calculation Agent is specified in the Final Terms, the Calculation Agent, as soon as practicable after the Relevant Time on each Interest Determination Date (or such other time on such date as the Calculation Agent may be required to calcula...
#19">Calculations and Adjustments
- #19">5.07 The amount of interest payable in respect of any Note for any period shall be calculated by multiplying the product of the Interest Rate and the Outstanding Principal Amount by the Day Count Fraction, except that if the Final Terms specifies a sp...
#19">Non-interest-bearing Notes
- #19">5.08 If any Maturity Redemption Amount (as defined in Condition 6.01) in respect of any Note which is non-interest-bearing is not paid when due, interest shall accrue on the overdue amount at a rate per annum (expressed as a percentage per annum) equa...
#19">6. Redemption and Purchase
#19">Redemption at Maturity
- #19">6.01 Unless previously redeemed, or purchased and cancelled, each Note shall be redeemed at its maturity redemption amount (the Maturity Redemption AmountŽ) (which shall be its Outstanding Principal Amount) on the date or dates (or, in the case of No...
#19">Early Redemption for Taxation Reasons
- #19">6.02 If, in relation to any Series:
  - #19">(i) as a result of any change in, or amendment to, the laws, regulations or rulings of the United States or of any political subdivision thereof or any authority or agency therein or thereof having power to tax or in the application, interpretation o...
- #20">The Issuer may not exercise such option in respect of any Note which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Note under Condition 6.06.
#20">Optional Early Redemption (Call)
- #20">6.03 If this Condition 6.03 is specified in the Final Terms as being applicable, the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Final Terms, redeem all (but not, unless and to the extent t...
- #20">6.04 The appropriate notice referred to in Condition 6.03 is a notice given by the Issuer to the Holders of the Notes of the relevant Series in accordance with Condition 16, which notice shall be irrevocable and shall specify:
  - #20">(i) the Series subject to redemption;
  - #20">(ii) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of and the serial numbers (if applicable) of the Notes of the relevant Series which are to be redeemed;
  - #20">(iii) the due date(s) for such redemption, which shall be not less than thirty days nor more than sixty days after the date on which such notice is given (the Call Option Date(s)Ž) or a day falling within such period (the Call Option PeriodŽ), as ma...
  - #20">(iv) the Early Redemption Amount (Call) at which such Notes are to be redeemed.
#20">Partial Redemption
- #20">6.05 If the Notes of a Series are to be redeemed in part only on any date in accordance with Condition 6.03:
  - #20">(i) in the case of Definitive Notes, the Definitive Notes to be redeemed shall be drawn by lot in such European city as the Fiscal Agent may specify, or identified in such manner or in such other place as the Fiscal Agent may approve and deem appropri...
  - #20">(ii) in the case of a Global Registered Note or Global Bearer Note, the Notes to be redeemed shall be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system (as the case may be),
  - #20">subject always to compliance with all applicable laws and the requirements of any stock exchange on which the relevant Notes may be listed; provided that, any such redemption in part only must be of an amount not less than the Minimum Redemption Amoun...
#21">Optional Early Redemption (Put)
- #21">6.06 If this Condition 6.06 is specified in the relevant Final Terms as being applicable and subject to further qualification therein, the Issuer shall, upon the exercise of the relevant option by the Holder of any Note of the relevant Series, redeem ...
#21">Purchase of Notes
- #21">6.07 The Issuer or any of its subsidiaries may at any time purchase Notes in the open market or otherwise and at any price.
#21">Cancellation of Redeemed and Purchased Notes
- #21">6.08 All unmatured Notes redeemed or purchased in accordance with this Condition 6, or as otherwise specified in the relevant Final Terms, will be cancelled forthwith and may not be reissued or resold.
#21">Further Provisions applicable to Redemption Amount
- #21">6.09 The provisions of Condition 5.06 and the last paragraph of Condition 5.07 shall apply to any determination or calculation of the Redemption Amount required by the relevant Final Terms to be made by the Calculation Agent.
- #21">6.10 References herein to Redemption AmountŽ shall mean, as appropriate, the Maturity Redemption Amount, Early Redemption Amount (Tax), Early Redemption Amount (Call), Early Redemption Amount (Put) and Early Termination Amount or such other amount in...
- #21">6.11 In the case of any Note which is non-interest-bearing, the Amortized Face AmountŽ shall be an amount equal to the sum of:
  - #21">(i) the Issue Price specified in the relevant Final Terms; and
  - #21">(ii) the product of the Amortization Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Final Terms to (but excluding) the date fixed for redemption or (as the case may be) the date upon w...
- #21">6.12 In the case of any Note that is non-interest-bearing, if any Redemption Amount (other than the Maturity Redemption Amount) is improperly withheld or refused or default is otherwise made in the payment thereof, the Amortized Face Amount shall be c...
  - #21">(i) the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made; and
  - #21">(ii) (except where presentation or surrender of the relevant Note is not required as a precondition of payment), the seventh day after the date on which, the Fiscal Agent having received the funds required to make such payment, notice is given to the...
#21">7. Events of Default
- #21">7.01 The following events or circumstances (each an Event of DefaultŽ) shall be acceleration events in relation to the Notes of any Series, namely:
  - #22">(i) failure on the part of the Issuer to pay all or any part of any installment of interest on any of the Notes of a particular Series (whether at maturity or on redemption or otherwise) for 30 days after such payment shall become due and payable;
  - #22">(ii) failure on the part of the Issuer to pay all or any part of the principal of the Notes of a particular Series (whether at maturity or on redemption or otherwise) for 15 days after such payment shall become due and payable;
  - #22">(iii) failure on the part of the Issuer to perform or observe any other term, covenant or agreement on the part of the Issuer contained in the Notes of a particular Series for a period of 60 days (120 days with respect to the Issuers compliance with ...
  - #22">(iv) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a ...
  - #22">(v) the commencement by the Issuer of a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the Issuers consent to the entry of an order for relief in any involuntary case under any such law,...
- #22">7.02 If such an Event of Default shall occur and be continuing, in relation to any Series, the Holder of the relevant Series may, at such Holders option, declare the Outstanding Principal Amount of such Note (or, if such Note is non-interest-bearing,...
#22">8. Taxation
- #22">8.01 All amounts payable (whether in respect of principal, interest or otherwise) in respect of the Notes will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, assessments or governmental...
  - #22">(i) any tax, assessment or other governmental charge that would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor or beneficiary of, or a person holding a power ove...
  - #22">(ii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge;
  - #22">(iii) any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder for payment more than 30 days after the date on which such payment became due and payable or on which payment thereof was du...
  - #22">(iv) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note;
  - #23">(v) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note, if such payment can be made without such deduction or withholding by any other Paying Agent;
  - #23">(vi) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, iden...
  - #23">(ix) in respect of any tax, assessment or other governmental charge imposed on a Holder by reason of its past or present status as a bank that acquired any Notes in consideration for an extension of credit made pursuant to a loan agreement entered int...
- #23">8.02 Any reference in these Terms and Conditions to principalŽ or interestŽ in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition 8. Unless the context otherwise requires, any refer...
#23">9A. Payments … Registered Notes
- #23">This Condition 9A is only applicable to Registered Notes.
- #23">9A.01 Payments of principal in respect of each Registered Note (whether or not in global form) shall be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Note at the specified offi...
- #23">9A.02 Payments of interest or principal, as the case may be, in respect of each Registered Note (whether or not in global form) will (other than to the extent provided below) be made by a check in the Relevant Currency drawn on a Designated Bank (as ...
- #24">Holders of Registered Notes shall not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Notes as a result of a check mailed or a wire transfer made in accordance with this Condition 9A....
- #24">9B. Payments … Bearer Notes
- #24">This Condition 9B is only applicable to Bearer Notes.
- #24">9B.01 Payment of amounts (other than interest) due in respect of Bearer Notes shall be made against presentation and surrender of the relevant Bearer Notes at the specified office of any of the Paying Agents. Payment of amounts in respect of interest...
- #24">9B.02 If the due date for payment of any amount due in respect of any Bearer Note is not a Business Day, then the Holder thereof shall not be entitled to payment thereof until the next Business Day, at the place of payment, with the same force and eff...
- #24">9C. Payments … General Provisions
- #24">9C.01 Payments of amounts due (whether principal, interest or otherwise) in respect of Notes shall be made in the Relevant Currency in which such amount is due as provided above. Payments will, without prejudice to the provisions of Condition 8, be s...
#24">Redenomination
- #24">9C.03 Where RedenominationŽ is specified in the relevant Final Terms as being applicable, the Issuer may, without the consent of the Holders of the Notes, on giving at least 30 days prior notice to the Holders of the Notes in accordance with Conditi...
  - #24">(i) each denomination will be deemed to be denominated in such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Relevant Currency at the Established Rate, rounded down to the nearest euro 0.01;
  - #24">(ii) after the Redenomination Date, all payments in respect of the Notes, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Relevant Cu...
  - #25">(iii) if the Notes are Notes which bear interest at a fixed rate and interest for any period ending on or after the Redenomination Date is required to be calculated for a period of less than one year, it will be calculated on the basis of the applicab...
  - #25">(iv) if the Notes are Notes which bear interest at a floating rate the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and
  - #25">(v) such other changes shall be made to these Terms and Conditions as the Issuer may decide, after consultation with the Fiscal Agent, and as may be specified in the notice, to conform them to conventions then applicable to Notes denominated in euro o...
#25">Exchangeability
- #25">9C.04 When ExchangeabilityŽ is specified in the relevant Final Terms as being applicable, the Issuer may, without the consent of the Holders on giving at least 30 days prior notice to the Holders in accordance with Condition 16, elect that, with eff...
#25">10. Proscription
- #25">Claims against the Issuer for payment of principal and interest in respect of Notes will be proscribed and become void unless made, in the case of principal, within ten years or, in the case of interest, five years after the Relevant Date for payment ...
#25">11. The Paying Agents, the Calculation Agent and the Registrar
- #25">11.01 The Calculation Agent in respect of any Notes shall be specified in the Final Terms. The Issuer reserves the right at any time (subject to the notice periods set forth in the Fiscal Agency Agreement) to vary or terminate the appointment of any ...
- #25">11.02 The Paying Agents, the Calculation Agent, and the Registrar act solely as agents of the Issuer and, except as provided in the Fiscal Agency Agreement or any other agreement entered into with respect to its appointment, do not assume any obligati...
#25">12. Replacement of Notes
#25">13. Meetings of Holders and Modification
#26">Amendment Without Consent of Holders of Notes
- #26">13.01 The Fiscal Agency Agreement and these Terms and Conditions may be modified or amended by the Issuer and the Fiscal Agent, without the consent of any Holders of Notes, for the purpose of (i) curing any ambiguity, or curing, correcting or suppleme...
#26">Amendment With Consent of Holders of Notes
- #26">13.02 The Fiscal Agency Agreement and these Terms and Conditions may also be modified or amended by the Issuer and the Fiscal Agent, and past defaults thereunder or hereunder or future compliance therewith or herewith by the Issuer may be waived, eith...
  - #26">(i) waive a default in the payment of the principal of or interest on any Note, or change the stated maturity of the principal of or payment date of interest on any Note, or reduce the principal amount of or interest thereon, or change the obligation ...
  - #26">(ii) modify the obligation of the Issuer to maintain an office or agency in Europe; or
  - #26">(iii) reduce the percentage in principal amount of Notes at the time outstanding, the consent of whose Holders is required for any modification or amendment to the Fiscal Agency Agreement or these Terms and Conditions or to waive future compliance the...
#26">Effect of Amendments
- #26">13.03 Any modifications, amendments or waivers to the Fiscal Agency Agreement or to these Terms and Conditions in accordance with the foregoing provisions will be conclusive and binding on all Holders of the affected Notes, whether or not they have gi...
#26">14. Consolidation, Merger, Etc.
- #26">14.01 The Issuer may, without consent of the Holders of any Notes, consolidate with or merge into any other corporation or sell or convey its properties and assets substantially as an entirety to any person, provided that:
  - #26">(i) the corporation formed by such consolidation or into which the Issuer is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be a corporation or...
  - #26">(ii) immediately after giving effect to such transaction, no Event of Default (as described in Condition 7), and no event that, with notice or lapse of time or both, would become such an Event of Default, shall have happened and be continuing.
- #26">14.02 Upon any consolidation or merger, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety, or any assumption, the Successor Corporation shall succeed to, and be substituted for, and may exerci...
#27">15. Assumption
- #27">15.01 Any wholly-owned subsidiary may assume the obligations and covenants of the Issuer herein and under the Fiscal Agency Agreement, provided that:
  - #27">(i) such subsidiary shall expressly assume, by amendment to the Fiscal Agency Agreement signed by the Issuer and such subsidiary and delivered to the Fiscal Agent, the due and punctual payment of the principal of and interest on all the Notes and the ...
  - #27">(ii) immediately after giving effect to such transaction, no Event of Default (as described in Condition 7), and no event which, with notice or lapse of time or both, would become such an Event of Default, shall have happened and be continuing;
  - #27">(iii) such subsidiary has satisfied or arranged to be paid in full all taxes payable by such subsidiary upon such assumption and if such subsidiary is not organized under the laws of the United States, or any State thereof or the District of Columbia ...
  - #27">(iv) the Issuer irrevocably and unconditionally guarantees the performance of all obligations and covenants of such subsidiary under the Fiscal Agency Agreement and under this Note; and
  - #27">(v) the Issuer has delivered to the Fiscal Agent an officers certificate and an opinion of counsel, each stating that such assumption and the amendment to the Fiscal Agency Agreement required pursuant to clause (i) above comply with this Condition 15...
- #27">15.02 Upon any assumption by a wholly-owned subsidiary of the Issuer, such subsidiary shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Fiscal Agency Agreement and the Notes with the same effect ...
- #27">15.03 For the purposes of this Condition 15, wholly-owned subsidiaryŽ means any corporation of which there is owned, directly or indirectly, by or for the Issuer, voting shares that in the aggregate entitle the holders thereof to cast 100% of the vot...
#27">16. Notices
#27">17. Further Issues
#28">18. Waiver and Remedies
#28">19. Law and Jurisdiction
- #28">19.01 The Notes shall be governed by, and construed in accordance with, the internal laws of the State of New York, United States. The Issuer submits to the jurisdiction of the courts in the State of New York and the federal courts in the United Stat...
- #28">19.02 The Issuer agrees that the process by which any proceedings in New York are begun may be served on it by being delivered to The Prentice-Hall Corporation System, Inc. at 80 State Street, Albany, New York 12207-2543, United States. If the appoin...
#28">20. Final Terms
#28">21. Definitions
- #28">Following Business Day ConventionŽ means that such date shall be postponed to the first following day that is a Business Day;
- #28">Modified Following Business Day ConventionŽ means that such date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a ...
- #28">Preceding Business Day ConventionŽ means that such date shall be brought forward to the first preceding day that is a Business Day; and
- #28">FRN ConventionŽ or Eurodollar ConventionŽ means that each such date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the Final Terms after the calendar month...
  - #28">if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
  - #29">if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which...
  - #29">if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calen...
- #29">if Actual/365Ž or Actual/Actual (ISDA)Ž is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (a) the actual number of days in that po...
- #29">if Actual/Actual (ICMA)Ž is so specified, means:
  - #29">if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period; and (y) the number of Det...
  - #29">if the Calculation Period is longer than one Determination Period, the sum of:
- #29">if Actual/365 (Fixed)Ž is so specified, means the actual number of days in the Calculation Period divided by 365;
- #29">if Actual/360Ž is so specified, means the actual number of days in the Calculation Period divided by 360;
- #29">if 30/360,Ž 360/360Ž or Bond BasisŽ is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (i) the last day of the Cal...
- #29">if 30E/360Ž or Eurobond BasisŽ is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first ...
#33">EUROPEAN UNION TRANSPARENCY DIRECTIVE
#40">1. LISTING AND ADMISSION TO TRADING
#40">2. RATINGS
#41">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
#41">4. FIXED RATE NOTES ONLY … YIELD
#41">5. OPERATIONAL INFORMATION
#50">4. LISTING AND ADMISSION TO TRADING
#50">5. RATINGS
#51">6. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
#51">4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
#51">5. [FIXED RATE NOTES ONLY … YIELD]
#51">6. OPERATIONAL INFORMATION
#100">EUROPEAN UNION DIRECTIVE ON THE TAXATION OF SAVINGS INCOME
#100">PROPOSED FINANCIAL TRANSACTIONS TAX
#100">LUXEMBOURG TAXATION
#103">SUBSCRIPTION AND SALE
#103">United States of America: Regulation S Category 2
#104">French Republic
#105">Grand Duchy of Luxembourg
- #105">No provisions other than those identified in the foregoing section Public Offer Selling Restriction under the Prospectus DirectiveŽ shall apply in respect of the Grand Duchy of Luxembourg.
#105">Italian Republic
#106">Kingdom of Belgium
#106">provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 20 of the Prospectus Law or a supplement to a prospectus pursuant to Article 34 of the Prospectus Law.
#106">Kingdom of the Netherlands
#108">General
#111">GENERAL INFORMATION
#112">DEALERS
#114">INDEPENDENT AUDITORS TO THE ISSUER
#114">LEGAL ADVISORS
#114">FISCAL AGENT, REGISTRAR AND PRINCIPAL PAYING AGENT
#114">BNP Paribas Securities Services, Luxembourg Branch
#114">LISTING AGENT
#114">BNP Paribas Securities Services, Luxembourg Branch