Obligation MacDonald's 1.75% ( XS1403264291 ) en EUR

Société émettrice MacDonald's
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Etas-Unis
Code ISIN  XS1403264291 ( en EUR )
Coupon 1.75% par an ( paiement annuel )
Echéance 03/05/2028



Prospectus brochure de l'obligation McDonalds XS1403264291 en EUR 1.75%, échéance 03/05/2028


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Prochain Coupon 03/05/2026 ( Dans 337 jours )
Description détaillée 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 XS1403264291 émise par McDonald's aux États-Unis, d'un montant total de 750 000 000 EUR, offre un taux d'intérêt de 1,75 % payable annuellement, avec une maturité fixée au 03/05/2028, un prix actuel de marché de 100 %, une taille minimale d'achat de 100 000 EUR et est libellée en EUR.








OFFERING CIRCULAR
McDonald's Corporation
(Incorporated in the State of Delaware, United States of America)
as Issuer
U.S.$20,000,000,000
PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
__________________________
Application has been made by McDonald's Corporation (the "Issuer") to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange")
in its capacity as market operator of the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF Market") under Part IV of the Luxembourg
Act dated July 16, 2019 on prospectuses for securities (the "Luxembourg Act"), to have debt securities (the "Notes") issued under the Program for the
Issuance of Global Medium-Term Notes (the "Program") described in this Offering Circular admitted to trading on the Euro MTF Market and listed on the
official list of the Luxembourg Stock Exchange (the "Official List") for a period of 12 months from the date of this Offering Circular. This Offering Circular
may be used only for the purposes for which it has been published.
The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU, as amended ("MiFID II") but is subject to the
supervision of the financial sector and exchange regulator, the Commission de Surveillance du Secteur Financier.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information,
including any other terms and conditions not contained herein, which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of
Notes will be set forth in a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be admitted to trading on the Euro MTF Market,
will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche and published in accordance with the rules and
regulations of the Luxembourg Stock Exchange, as amended from time to time.
This Offering Circular and any supplement thereto will be available on the website of the Luxembourg Stock Exchange (www.luxse.com).
References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to listing on the
Official List and admitted to trading on the Euro MTF Market. Notes issued under the Program may be listed on such other or further stock exchange(s) as may
be agreed between the Issuer and the relevant Dealer(s). In addition, unlisted Notes may be issued pursuant to the Program. The relevant Pricing Supplement in
respect of the issue of any Notes will specify whether Notes will be listed on the Luxembourg Stock Exchange and/or on any other stock exchange.
Notes issued from time to time under the Program 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 issue up to U.S.$20,000,000,000 (or such other amount as may be subsequently authorized, from
time to time), or the equivalent thereof in foreign currencies, 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 Offering Circular.
__________________________

Arranger for the Program
MORGAN STANLEY
Dealers
ANZ
BARCLAYS
BNP PARIBAS
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
GOLDMAN SACHS INTERNATIONAL
HSBC
ING
J.P. MORGAN
MIZUHO
MORGAN STANLEY
MUFG
RABOBANK
RBC CAPITAL MARKETS
SOCIÉTÉ GÉNÉRALE
STANDARD CHARTERED BANK
CORPORATE & INVESTMENT BANKING
UNICREDIT
TD SECURITIES
WESTPAC BANKING CORPORATION
WELLS FARGO SECURITIES


8 November, 2023

LEGAL 4885-4643-6486v.10






The Issuer accepts responsibility for the information contained in this Offering Circular and in any Pricing
Supplement. 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 Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Form of Pricing
Supplement contained herein, in which event, a supplement to this Offering Circular, further offering circular or other
documentation, if appropriate, will be made available that will describe the effect of the agreement reached in relation to such
Notes.
This Offering Circular 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 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 Offering Circular 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 may be provided by any other person.
None of this Offering Circular, any related supplement or any related Pricing Supplement is a prospectus for the
purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). This Offering Circular and any related
supplement have been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (the
"EEA") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("EEA Qualified
Investors"). Accordingly any person making or intending to make an offer in any Member State of the EEA of Notes which are
the subject of the offering contemplated in this Offering Circular, as completed by the Pricing Supplement in relation to the offer
of those Notes, may only do so with respect to EEA Qualified Investors. Neither the Issuer nor the Dealers have authorized, nor
do they authorize, the making of any offer of Notes in the EEA other than to EEA Qualified Investors. This Offering Circular
constitutes a prospectus for the purposes of Part IV of the Luxembourg Act.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For
these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No. 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Pricing Supplement in respect of any
Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment made
by the relevant manufacturer(s) in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (an "EU distributor") should take into consideration the
target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
The Issuer makes no representation or warranty as to any manufacturer's or EU distributor's compliance with the MiFID
Product Governance Rules.
None of this Offering Circular, any related supplement or any related Pricing Supplement is a prospectus for the
purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "EUWA") (the "UK Prospectus Regulation"). This Offering Circular, any
related supplement and any related Pricing Supplement have been prepared on the basis that any offer of Notes in the United
Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation ("UK
Qualified Investors"). Accordingly any person making or intending to make an offer in the United Kingdom of Notes which
are the subject of the offering contemplated in this Offering Circular, as completed by the Pricing Supplement in relation to
the offer of those Notes, may only do so with respect to UK Qualified Investors. Neither the Issuer nor the Dealers have
2







authorized, nor do they authorize, the making of any offer of Notes in the United Kingdom other than to UK Qualified
Investors.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS ­ The Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail
client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United
Kingdom by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the United Kingdom's Financial
Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA ("UK
MiFIR"); or (iii) not a qualified investor as defined in the UK Prospectus Regulation. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ­ The Pricing Supplement in respect of any
Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment made
by the relevant manufacturer(s) in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the
target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the
UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules. The Issuer makes no representation or warranty as to any manufacturer's or UK
distributor's compliance with the UK MiFIR Product Governance Rules.
The communication of this Offering Circular, any related supplement, any related Pricing Supplement and any other
document or materials relating to the issue of any Notes offered hereby is not being made, and such documents and/or
materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, this
Offering Circular, any related supplement, any related Pricing Supplement and such other documents and/or materials are not
being distributed to, and must not be passed on to, the general public in the United Kingdom. This Offering Circular, any
related supplement, any related Pricing Supplement and such other documents and/or materials are for distribution only to
persons who (i) have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order")), (ii) fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Offering Circular, any related supplement, any related Pricing Supplement
and any other document or materials relates will be engaged in only with relevant persons. Any person in the United
Kingdom that is not a relevant person should not act or rely on this Offering Circular, any related supplement, any related
Pricing Supplement or any other documents and/or materials relating to the issue of any Notes offered hereby or any of their
contents.
The distribution of this Offering Circular and any relevant 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 Offering Circular or any relevant 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 Offering Circular or any relevant Pricing Supplement and other
offering material relating to the Notes, see the section "Subscription and Sale" of this Offering Circular. In particular, the
Notes have not been and will not be registered under the Securities Act. The 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 Offering Circular nor any 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.
3







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 Pricing Supplement. The relevant
Pricing Supplement will also include certain information regarding any such rating for the purposes of Regulation (EC) No.
1060/2009 (as amended, the "CRA Regulation") and Regulation (EC) No. 1060/2009 as it forms part of domestic law in the
United Kingdom by virtue of the EUWA and as amended (the "UK CRA Regulation").
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SFA ­ With respect to each issuance of Notes, the
Issuer may make a determination about the classification of such Notes for the purposes of Section 309B(1)(a) of the
Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA"). The Pricing
Supplement in respect of any Notes may include a legend entitled "Notification under Section 309B(1)(c) of the Securities
and Futures Act 2001 of Singapore" that will state the product classification of the applicable Notes pursuant to Section
309B(1) of the SFA; however, unless otherwise stated in the relevant Pricing Supplement and for the purposes of Section
309B(1)(c) of the SFA, the Issuer notifies all relevant persons (as defined in Section 309A of the SFA), that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Neither this Offering Circular nor any 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
Offering Circular or any Pricing Supplement should subscribe for or purchase any Notes. Each recipient of this Offering
Circular or any 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 Offering Circular. 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 Offering Circular.
Neither the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Offering Circular is true
subsequent to the date thereof or the date upon which this Offering Circular 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 Offering Circular has been most recently amended or supplemented or the balance sheet
date of the most recent financial statements which are deemed to be incorporated in this Offering Circular 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 Offering Circular 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 "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.
IMPORTANT NOTICE TO PROSPECTIVE INVESTORS
Prospective investors should be aware that certain intermediaries in the context of certain offerings of Notes under
the Program (each such offering, a "CMI Offering"), including certain Dealers, may be "capital market intermediaries" (
"CMIs") subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and
Futures Commission (the "SFC Code"). This notice to prospective investors is a summary of certain obligations the SFC
Code imposes on such CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be
acting as "overall coordinators" ("OCs") for a CMI Offering and are subject to additional requirements under the SFC Code.
The application of these obligations will depend on the role(s) undertaken by the relevant Dealer(s) in respect of each CMI
Offering.
Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or its group
companies would be considered under the SFC Code as having an association ("Association") with the Issuer, the CMI or the
relevant group company. Prospective investors associated with the Issuer or any CMI (including its group companies) should
specifically disclose this when placing an order for the relevant Notes and should disclose, at the same time, if such orders
may negatively impact the price discovery process in relation to the relevant CMI Offering. Prospective investors who do not
disclose their Associations are hereby deemed not to be so associated. Where prospective investors disclose their
Associations but do not disclose that such order may negatively impact the price discovery process in relation to the relevant
4







CMI Offering, such order is hereby deemed not to negatively impact the price discovery process in relation to the relevant
CMI Offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that
orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or
identical orders placed via two or more CMIs). A rebate may be offered by the Issuer to all private banks for orders they place
(other than in relation to Notes subscribed by such private banks as principal whereby it is deploying its own balance sheet for
onward selling to investors), payable upon closing of the relevant CMI Offering based on the principal amount of the Notes
distributed by such private banks to investors. Details of any such rebate (where applicable) will be set out in the applicable
Pricing Supplement or otherwise notified to prospective investors If a prospective investor is an asset management arm
affiliated with any relevant Dealer, such prospective investor should indicate when placing an order if it is for a fund or
portfolio where the relevant Dealer or its group company has more than 50% interest, in which case it will be classified as a
"proprietary order" and subject to appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the
same time, if such "proprietary order" may negatively impact the price discovery process in relation to the relevant CMI
Offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that
their order is not a "proprietary order". If a prospective investor is otherwise affiliated with any relevant Dealer, such that its
order may be considered to be a "proprietary order" (pursuant to the SFC Code), such prospective investor should indicate to
the relevant Dealer when placing such order. Prospective investors who do not indicate this information when placing an
order are hereby deemed to confirm that their order is not a "proprietary order". Where prospective investors disclose such
information but do not disclose that such "proprietary order" may negatively impact the price discovery process in relation to
the relevant CMI Offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery process in
relation to the relevant CMI Offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private banks)
which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective investors are
deemed to have understood and consented to the collection, disclosure, use and transfer of such information by the relevant
Dealer(s) and/or any other third parties as may be required by the SFC Code, including to the Issuer, any OCs, relevant
regulators and/or any other third parties as may be required by the SFC Code, it being understood and agreed that such
information shall only be used for the purpose of complying with the SFC Code, during the bookbuilding process for the
relevant CMI Offering. Failure to provide such information may result in that order being rejected.
In connection with the issue of any Tranche 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 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,
stabilization may not necessarily occur. 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 cease 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 Offering Circular and any Pricing Supplement 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.
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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................................................................. 7
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ....................................................... 22
GENERAL DESCRIPTION OF THE PROGRAM ......................................................................................................................... 23
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................................. 24
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............................................................................... 53
FORM OF PRICING SUPPLEMENT .............................................................................................................................................. 55
MCDONALD'S CORPORATION ................................................................................................................................................... 67
CREDIT RATINGS ........................................................................................................................................................................... 70
USE OF PROCEEDS ......................................................................................................................................................................... 71
UNITED STATES TAXATION ....................................................................................................................................................... 72
PROPOSED FINANCIAL TRANSACTIONS TAX ....................................................................................................................... 74
SUBSCRIPTION AND SALE .......................................................................................................................................................... 75
EXPERTS ........................................................................................................................................................................................... 81
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................................... 82
GENERAL INFORMATION ............................................................................................................................................................ 85


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RISK FACTORS
Set out below are factors the Issuer believes may be material for the purpose of assessing the risks associated with
the Notes. Prospective investors should read this Offering Circular, as supplemented, and the relevant Pricing Supplement 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 "--Risks Related 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
investors in the Notes 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 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 the 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, a holder of the Notes
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 the Notes as the market value
of such Notes generally will not rise substantially above the price at which they can be redeemed. The Issuer may be expected
to redeem the Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor may not
be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being
redeemed. Potential investors should consider reinvestment risk in light of other investments available at that time.
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Discontinuation of LIBOR as a floating rate benchmark has affected and will continue to affect financial markets
generally.
LIBOR was, for many years, the principal floating rate benchmark in the global financial markets; but most LIBOR
settings have now permanently ceased publication. Four LIBOR settings continue to be published on a synthetic basis only
(i.e., not on the original basis of panel bank submissions): (a) 3-month GBP LIBOR will continue to be published on a
synthetic basis until the end of March 2024; and (b) 1-, 3- and 6-month U.S. dollar LIBOR will continue to be published on a
synthetic basis until the end of September 2024. No LIBOR setting will be published, on any basis, after September 2024.
Synthetic LIBOR settings are likely to have limited relevance to the financial markets generally or to the Issuer. Legacy
LIBOR-based obligations generally have transitioned or will transition to another benchmark or another rate (although, for
some existing LIBOR-based obligations, the contractual consequences of LIBOR discontinuation may not be clear).
Financial markets have been and will continue to be affected by the discontinuation of LIBOR, by the use of
alternative reference rates in place of LIBOR (which may not be the economic equivalent of any relevant LIBOR setting), and
by the uncertainties relating thereto.
The market continues to develop in relation to risk free rates (including overnight rates) as reference rates.
Where the relevant Pricing Supplement for a series of Notes specifies that the interest rate for such Notes will be
determined by reference to SONIA or SOFR ("SONIA-Linked Notes" and "SOFR-Linked Notes", respectively), interest
will be determined on the basis of Compounded Daily SONIA or Compounded Daily SOFR, respectively (each as defined in
the Terms and Conditions of the Notes). All such rates as based on "overnight rates". Overnight rates differ from interbank
rates, such as LIBOR (whether as formerly published on the basis of panel bank submissions, or as currently published on a
synthetic basis), in a number of material respects, including (without limitation) that such rates are backwards-looking,
compounded, risk-free or secured overnight rates, whereas LIBOR was (and is now intended to be an approximation of) a
forward-looking rate incorporating a credit risk element based on inter-bank lending. As such, investors should be aware that
overnight rates may behave materially differently as interest reference rates for floating rate Notes issued under the Program
compared to interbank rates. The use of overnight rates as reference rates for notes is subject to continued change and
development, both in terms of the substance of the calculation and in the development and adoption of market infrastructure
for the issuance and trading of notes referencing such overnight rates.
Accordingly, prospective investors in any floating rate Notes referencing any overnight rates should be aware that
the market continues to develop in relation to such rates in the capital markets and their adoption as an alternative to interbank
offered rates such as U.S. dollar LIBOR. Market participants, industry groups and/or central bank-led working groups have
explored compounded and weighted average rates and observation methodologies for such rates (including so-called "shift",
"lag" and "lock-out" methodologies) and forward-looking "term" reference rates derived from these overnight rates have also
been, or are being, developed. The adoption of overnight rates may also see component inputs into swap rates or other
composite rates transferring from U.S. dollar LIBOR or another reference rate to an overnight rate.
The market or a significant part thereof may adopt overnight rates in a way that differs significantly from those set
out in the Terms and Conditions of the Notes. In addition, the methodology for determining any overnight rate index by
reference to which the interest rate in respect of certain Notes may be calculated could change during the life of any Notes.
Furthermore, the Issuer may in the future issue Notes referencing SONIA or SOFR that differ materially in terms of interest
determination when compared with any previous SONIA or SOFR referenced Notes issued by it under the Program. The
continued development of overnight rates as interest reference rates for the bond markets and the market infrastructure for
adopting such rates, could result in reduced liquidity or increased volatility or could otherwise adversely affect the market
price of any such Notes issued under the Program from time to time.
Furthermore, the interest rate on Notes which reference overnight rates is only capable of being determined
immediately prior to the relevant interest payment date. It may be difficult for investors in Notes which reference overnight
rates to estimate reliably the amount of interest which will be payable on such Notes, and some investors may be unable or
unwilling to trade such Notes without changes to their IT systems, both of which factors could adversely impact the liquidity
of such Notes. Further,if Notes referencing an overnight rate become due and payable as a result of an event of default under
the Terms and Conditions of the Notes, or are otherwise redeemed early on a date which is not an interest payment date, the
final interest rate payable in respect of such Notes shall only be determined immediately prior to the date on which the Notes
become due and payable.
In addition, the manner of adoption or application of overnight rates in the bond markets may differ materially when
compared with the application and adoption of the same overnight rates for the same currencies in other markets, such as the
derivatives and loan markets. Investors should carefully consider how any mismatch between the adoption of overnight rates
across these markets may impact any hedging or other financial arrangements which they may put in place in connection with
any acquisition, holding or disposal of Notes referencing overnight rates.
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Investors should carefully consider these matters when making their investment decision with respect to any such
Floating Rate Notes.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily
changes in other benchmark or market rates, such as U.S. dollar LIBOR. Although changes in Compounded SOFR generally
are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of any floating rate Notes for
which the interest rate is based on SOFR may fluctuate more than floating rate debt securities that are linked to less volatile
rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market.
The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in
order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of
New York will continue to conduct such operations in the future, and the duration and extent of any such operations is
inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are
commenced, is uncertain and could be materially adverse to investors in any floating rate Notes for which the interest rate is
based on SOFR.
Any failure of SOFR to gain market acceptance could adversely affect floating rate Notes for which the interest rate is
based on SOFR.
According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts
as an alternative to U.S. dollar LIBOR in part because it is considered a good representation of general funding conditions in
the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury
securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term
funding costs of banks. This may mean that market participants would not consider SOFR (including Compounded SOFR) a
suitable replacement or successor for all of the purposes for which U.S. dollar LIBOR historically has been used (including,
without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market
acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return on and value of any
floating rate Notes for which the interest rate is based on SOFR and the price at which investors can sell such floating rate
Notes in the secondary market.
In addition, if SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to
any SOFR-based floating rate Notes the Issuer issues, the trading price of any SOFR-based floating rate Notes that the Issuer
issues may be lower than those of securities that are linked to rates that are more widely used. Similarly, market terms for
floating rate debt securities linked to SOFR, such as the spread over the base rate reflected in interest rate provisions or the
manner of compounding the base rate, may evolve over time, and trading prices of any SOFR-based floating rate Notes the
Issuer issues may be lower than those of later-issued SOFR-based debt securities as a result.
The Issuer may issue floating rate Notes for which the interest rate is based on a Compounded SOFR and a SOFR index,
both of which are relatively new in the marketplace.
The Issuer may issue floating rate Notes for which the interest rate is based on Compounded SOFR, which is
calculated using a SOFR index published by the Federal Reserve Bank of New York according to a specific formula, not the
SOFR published on or in respect of a particular date during the applicable interest period or an arithmetic average of the
SOFRs during such period. For this and other reasons, the interest rate on any such floating rate Notes during any applicable
interest period will not necessarily be the same as the interest rate on other SOFR-linked investments that use an alternative
basis to determine the applicable interest rate. Further, if the SOFR in respect of a particular date during an interest period is
negative, its contribution to the SOFR index will be less than one, resulting in a reduction to Compounded SOFR used to
calculate the interest payable on such floating rate Notes on the applicable interest payment date for such interest period.
Very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating
an interest rate based upon SOFR in those precedents varies. In addition, the Federal Reserve Bank of New York only began
publishing the SOFR index on 2 March, 2020. Accordingly, the use of the SOFR index or a specific formula for the
Compounded SOFR may not be widely adopted by other market participants, if at all. If the market adopts a different
calculation method, that would likely adversely affect the liquidity and market value of any floating rate Notes the Issuer
issues for which the interest rate is based on Compounded SOFR and the SOFR index.
Compounded SOFR with respect to a particular interest period will only be capable of being determined near the end of
the relevant interest period.
If the Issuer issues floating rate Notes for which the interest rate is based on Compounded SOFR, the level of
Compounded SOFR applicable to a particular interest period and, therefore, the amount of interest payable with respect to
such interest period, will be determined on the applicable interest determination date for such interest period. Because each
9







such date is near the end of such interest period, holders of such Notes will not know the amount of interest payable with
respect to a particular interest period until shortly prior to the related interest payment date, and it may be difficult for holders
of such Notes to reliably estimate the amount of interest that will be payable on each such interest payment date. In addition,
some investors may be unwilling or unable to trade any such floating rate Notes that the Issuer issues without changes to their
information technology systems, both of which could adversely impact the liquidity and trading price of any floating rate
Notes that the Issuer issues for which the interest rate is based on Compounded SOFR.
The SOFR index may be modified or discontinued, which may adversely affect the return on SOFR-based Notes and the
price at which holders of such Notes can sell such SOFR-based Notes in the secondary market, if one exists.
The SOFR index is published by the Federal Reserve Bank of New York based on data received by it from sources
other than the Issuer, and the Issuer has no control over its methods of calculation, publication schedule, rate revision
practices or availability of the SOFR index at any time. There can be no guarantee, particularly given its relatively recent
introduction, that the SOFR index will not be discontinued or fundamentally altered in a manner that is materially adverse to
the interests of investors in any SOFR-based floating rate Notes that the Issuer issues. If the manner in which the SOFR index
is calculated, including the manner in which SOFR is calculated, is changed, that change may result in a reduction in the
amount of interest payable on any SOFR-based floating rate Notes that the Issuer has issued and the trading prices of such
floating rate Notes. In addition, the Federal Reserve Bank of New York may withdraw, modify or amend the published SOFR
index or SOFR data in its sole discretion and without notice. Unless the terms of a particular issue of floating rate Notes
specify otherwise, the interest rate for any interest period with respect to SOFR-based floating rate Notes that the Issuer issues
will not be adjusted for any modifications or amendments to the SOFR index or SOFR data that the Federal Reserve Bank of
New York may publish after the interest rate for that interest period has been determined.
Developments regarding the regulation of benchmarks may adversely affect the value of Notes linked to or referencing
such benchmarks.
Interest rates and indices (including EURIBOR) which are deemed to be benchmarks (such as a Reference Rate (as
defined below)) have been, and may continue to be, the subject of national and international reforms.
For example, in the European Union and the United Kingdom, certain measures are in effect with regard to the
provision of benchmarks, the contribution of input data to benchmarks and the use of benchmarks, pursuant to (in the
European Union) Regulation (EU) 2016/1011 (as amended, the "Benchmarks Regulation") and (in the United Kingdom)
Regulation (EU) 2016/1011 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended, the
"UK Benchmarks Regulation"). The Benchmarks Regulation and the UK Benchmarks Regulation could have a material
impact on any Notes linked to or referencing a relevant benchmark, including if the methodology or other terms of such
benchmark are changed in order to comply with the requirements of either such Regulation.
More broadly, the Benchmarks Regulation and the UK Benchmarks Regulation, other national or international
reforms or the general regulatory scrutiny of benchmarks could increase the costs and risks of administering or otherwise
participating in the setting of benchmarks and complying with any such regulations or requirements, discourage market
participants from continuing to administer or contribute to benchmarks, trigger changes in the rules or methodologies used in
benchmarks, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of
benchmarks, cause benchmarks to perform differently than in the past or lead to the discontinuation of benchmarks.
The Terms and Conditions of the Notes provide for certain fallback arrangements in the event that a published
relevant benchmark ceases to exist or be published or other certain events occur.
Any of the above matters could, among other things, have a material adverse effect on the value of and return on any
Notes linked to, referencing or otherwise dependent (in whole or in part) upon an affected benchmark or have other
consequences which cannot be predicted.
Investors should consult their own independent advisers and make their own assessment about the potential risks
imposed by the Benchmarks Regulation, the UK Benchmarks Regulation or any other national or international reforms in
making any investment decision with respect to any Notes referencing a benchmark.
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 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.
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