Obligation MacDonald's 0% ( XS1591430746 ) en EUR

MacDonald's

100 % ▼

Etas-Unis

XS1591430746 ( en EUR )

05/04/2019 - Obligation échue

Prospectus brochure de l'obligation McDonalds XS1591430746 en EUR 0%, échue

100 000 EUR

500 000 000 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 XS1591430746 émise par McDonald's aux États-Unis, d'une valeur nominale de 500 000 000 EUR, libellée en EUR, avec un taux d'intérêt de 0%, échéant le 05/04/2019, a été intégralement remboursée à son prix nominal de 100%, la taille minimale de transaction étant de 100 000 EUR et la fréquence de paiement des coupons étant annuelle.

Offering Circular dated March 29, 2017

McDonald's Corporation
Incorporated in the State of Delaware, United States of America
EUR500,000,000
Floating Rate Notes due 2019

McDonald's Corporation (the "Issuer") is offering EUR500,000,000 Floating Rate Notes (the "Notes") under its
U.S.$10,000,000,000 Program for the Issuance of Global Medium-Term Notes (the "Program"). Interest on the Notes will be
determined as set forth below under the section titled "The Offering". The Issuer will pay interest on the Notes on April 5, July 5,
October 5 and January 5 of each year, beginning July 5, 2017. The Notes will mature on April 5, 2019.

This offering circular (the "Offering Circular") is supplemental to, forms part of, supersedes and must be read and
construed in conjunction with, the base prospectus dated April 8, 2016 (attached as Appendix A), as supplemented by the first
supplement dated April 26, 2016 (attached as Appendix B) and the second supplement dated June 7, 2016 (attached as Appendix
C) (the "Base Prospectus"), and relates to the Notes offered hereby. The Base Prospectus has been issued by the Issuer in respect
of its Program. Terms given a defined meaning in the Base Prospectus shall, unless the context otherwise requires, have the same
meaning when used in this Offering Circular. To the extent that there is any inconsistency between (a) any statement in this
Offering Circular or any statement incorporated by reference into this Offering Circular and (b) any other statement in or
incorporated by reference into the Base Prospectus, the statements in this Offering Circular will prevail. This Offering Circular is
not a prospectus for the purposes of the European Union's Directive 2003/71/EC (and any amendments thereto) as implemented
in member states of the European Economic Area (the "EU Prospectus Directive"). This Offering Circular constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended (the
"Luxembourg Prospectus Act").

The Notes are unsecured obligations of the Issuer, ranking equally with all other unsecured and unsubordinated
indebtedness for borrowed money of the Issuer, as further described in Condition 3 in the section titled "Terms and Conditions of
the Notes" set out in the Base Prospectus.

There is currently no public market for the Notes. The Issuer has applied to have the Notes admitted to listing on the
Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF market of the Luxembourg
Stock Exchange (the "Euro MTF Market"), which is not a regulated market within the meaning of Article 1(13) of Directive
2004/39/EC.

The Notes will be issued only in denominations of EUR100,000.

Investing in the Notes involves risks. See the sections titled "Risk Factors" beginning on page 5 of the Base
Prospectus and page 3 of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the
U.S. Securities and Exchange Commission (the "SEC") for a discussion of certain of the risks you should consider before
investing in the Notes.

The Notes will be represented upon issue by a global Note in registered form (a "Global Registered Note"). The
Global Registered Note will be registered in the name of a nominee for a common depositary (a "Common Depositary") for
Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") on or around April
5, 2017. Under certain limited circumstances, interests in a Global Registered Note may be exchanged for definitive Notes in
registered form, which will be serially numbered ("Definitive Notes").

The Issuer currently has a credit rating for senior unsecured notes and debentures of Baa1 from Moody's Investors
Service, Inc. and BBB+ from Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc.

Goldman Sachs International (the "Manager") has entered into a Terms Agreement, dated March 29, 2017 (the
"Terms Agreement") relating to the purchase of the Notes from the Issuer.

Manager

GOLDMAN SACHS INTERNATIONAL

The Issuer accepts responsibility for the information contained in this Offering Circular. 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 Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The 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). The Notes are subject to restrictions on transfer and resale and may not be transferred or resold except
as permitted under the Securities Act and applicable U.S. state securities laws pursuant to registration thereunder or
exemption therefrom.

This Offering Circular should be read and construed with any supplement hereto and with any other documents
incorporated by reference.

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 the
Manager. Neither the Issuer nor the Manager takes any responsibility for any other information that others may give you.

This Offering Circular does not constitute an offer or an invitation to subscribe for or purchase any Notes and
should not be considered as a recommendation by the Issuer or the Manager that any recipient of this Offering Circular
should subscribe for or purchase any Notes. Each recipient of this Offering Circular shall be deemed to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.

Neither the delivery of this Offering Circular 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 into this Offering Circular by reference, or that any
other information supplied in connection with this Offering Circular 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.

The communication of this Offering Circular and any other document or materials relating to the issue of the
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 United Kingdom's Financial Services and Markets Act 2000, as amended (the
"FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom who 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")), or
who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any 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"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment
activity to which this Offering Circular 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 or any of its contents.

This Offering Circular has not been approved by and will not be submitted for approval to the Commission de
Surveillance du Secteur Financier (the "CSSF", i.e., the Luxembourg financial services authority), or a competent
authority of another EU Member State for notification to the CSSF, for the purposes of public offering or sale of the Notes
in the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in the Grand Duchy
of Luxembourg, directly or indirectly, and neither this Offering Circular nor any other circular, prospectus, form of
application, advertisement, communication or other material may be distributed, or otherwise made available in, from, or
published in, the Grand Duchy of Luxembourg except for the sole purpose of the admission to trading of the Notes on the
Euro MTF Market and to listing of the Notes on the Official List of the Luxembourg Stock Exchange, and except in
circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in
accordance with the Luxembourg Prospectus Act, implementing the EU Prospectus Directive. Consequently, this Offering
2

Circular and any other offering circular, prospectus, form of application, advertisement or other material may only be
distributed to (i) Luxembourg qualified investors as defined in the Luxembourg Prospectus Act; (ii) no more than 149
prospective investors, which are not qualified investors; and/or (iii) in any other circumstance contemplated by the
Luxembourg Prospectus Act.

3

TABLE OF CONTENTS

TABLE OF CONTENTS ........................................................................................................................................................4
THE OFFERING ....................................................................................................................................................................5
INCORPORATION BY REFERENCE AND AVAILABLE INFORMATION ....................................................................9
PLAN OF DISTRIBUTION ................................................................................................................................................. 10
GENERAL INFORMATION ............................................................................................................................................... 11

Base Prospectus, dated April 8, 2016 ........................................................................................................................ Annex A

First Base Prospectus Supplement, dated April 26, 2016 .......................................................................................... Annex B

Second Base Prospectus Supplement, dated June 7, 2016 ......................................................................................... Annex C

4

THE OFFERING

The Issuer is offering the Notes upon the following terms (which are supplemental to the Terms and Conditions
of the Notes contained in the Base Prospectus), and the Notes are issued pursuant to and in accordance with the Fiscal
Agency Agreement:

PART A: CONTRACTUAL TERMS

1.
Series Number:
6

2.
Relevant Currency or Currencies:

of Denomination
EUR
(Condition 1.05)

of Payment
EUR

(Condition 1.06)

3.
Aggregate Principal Amount of Notes:

Series:
EUR 500,000,000

4.
Issue Price:
100.203 percent of the Aggregate Principal Amount

5.
Specified Denomination(s):
EUR 100,000

(Condition 1.05)

6.
(i)
Issue Date:
April 5, 2017

(ii)
Interest Commencement Date:
Issue Date

(Condition 21)

7.
Maturity Date:
Interest Payment Date falling in April 2019

(Condition 6.01)

8.
Interest:

(Condition 5)

Interest Basis:
3-month EURIBOR + 0.230% per annum Floating Rate

(further particulars specified below)

9.
Maturity Redemption/Payment Basis:
Redemption at par

(Condition 6.01)

10.
Method of distribution:
Non-Syndicated

11.
Relevant corporate authorization(s) required
Pursuant to the resolutions of the Board of Directors of the
for issuance of Notes:
Issuer, dated September 28, 2016, and in accordance with the
Terms Agreement

PROVISIONS RELATING TO INTEREST PAYABLE

12.
Interest Rate Note Provisions

(i)
Interest Period(s):
Quarterly in arrears

(ii)
Specified Interest Payment Dates:
April 5, July 5, October 5 and January 5 in each year, from and
including July 5, 2017 to and including the Maturity Date,
5

adjusted in accordance with the Business Day Convention set
out in (iv) below

(iii)
Interest Period End Dates:
Each Interest Payment Date

(iv)
(a)
Business Day Convention:

--for Interest Payment Dates:
Modified Following Business Day Convention

--for Interest Period End Dates:
Modified Following Business Day Convention

-- for Maturity Date:
Modified Following Business Day Convention

--any other date:
Modified Following Business Day Convention

(b)
Definition of Business Day:
London, TARGET2

(Condition 21)

(v)
Relevant Financial Center:
Brussels

(Condition 21)

(vi)
Manner in which the Rate(s) of
Screen Rate Determination
Interest is/are to be determined:

(vii)
Interest Determination Dates:
Second day on which the TARGET2 System is open prior to

(Condition 21)
the start of each Interest Period

(viii)
Calculation Agent:
BNP Paribas Securities Services,

(Condition 21)
Luxembourg Branch
33, rue de Gasperich, Howald Hesperange
L-2085 Luxembourg
Luxembourg

(ix)
Screen Rate Determination:

(Condition 5.03)

Reference Rate:
3-month EURIBOR

Interest Determination Date(s):
Second day on which the TARGET2 System is open prior to

(Condition 21)
the start of each Interest Period

Relevant Time:
11:00 a.m. Brussels time

(Condition 21)

Relevant Screen Page:
Reuters Screen page EURIBOR01

(Condition 5.03)

(x)
Reference Banks:
As selected by the Calculation Agent
(Condition 21)

(xi)
Relevant Margin(s):
Plus 0.230 percent per annum

(Condition 5.03)

(xii)
Minimum Interest Rate:
Zero percent per annum

(Condition 5.04)

(xiii)
Maximum Interest Rate:
Not Applicable

(Condition 5.04)

(xiv)
Day Count Fraction:
Actual/360

(Condition 21)

6

PROVISIONS RELATING TO REDEMPTION

13.
Early Redemption Amount (Tax):

(i)
Early Redemption Amount(s) of
Outstanding Principal Amount
each Note payable on redemption
for taxation reasons:

(Condition 6.02)

(ii)
Date after which changes in law, etc.
Issue Date
entitle the Issuer to redeem:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

14.
Form of Notes:
Global Registered Notes

15.
Applicable Business Day Convention:
Modified Following Business Day Convention

(Condition 21)

16.
Redenomination, renominalization and
Not Applicable. The provisions in Condition 14 apply.
reconventioning provisions:

17.
Consolidation provisions:
The provisions in Condition 14 apply.

18.
Selling restrictions:

United States of America:
Regulation S: Category 2 restrictions apply

Other:
As specified in the Base Prospectus.

PART B: OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Listing and trading:
Application has been made to list the Notes on the Official List of
the Luxembourg Stock Exchange and for the Notes to be admitted
to trading on the Euro MTF Market thereof. The Euro MTF of the
Luxembourg Stock Exchange is not a regulated market pursuant
to the provisions of Directive 2004/39/EC.

Estimate of the total expenses
EUR 2,200
related to the admission to trading:

2. RATINGS

Ratings:
The Notes to be issued are expected to be rated Baa1 by Moody's
Investors Service, Inc. and BBB+ by Standard & Poor's Ratings
Services, a division of the McGraw-Hill Companies, Inc.

Moody's Investors Service, Inc. and Standard & Poor's Ratings
Services, a division of the McGraw-Hill Companies, Inc., are not
established in the European Union and have not applied for
registration under Regulation (EC) No. 1060/2009, as amended
(the "CRA Regulation"). The ratings are expected to be endorsed
by Moody's Investors Service Ltd. and Standard & Poor's Credit
Market Services Europe Limited in accordance with the CRA
Regulation.

7

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Manager, so far as the Issuer is aware, no person involved in the offer of the Notes
has an interest material to the offer. The Manager and its affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and
its affiliates in the ordinary course of business.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer:
The Issuer intends to use the net proceeds from the sale of the
Notes for general corporate purposes, which may include
refinancing of debt, capital expenditures, payment of dividends,
and the purchase of its common stock.

Estimated net proceeds:
EUR 500,265,000

5. OPERATIONAL INFORMATION

ISIN Code:
XS1591430746

Common Code:
159143074

Delivery:
Delivery against payment

Registrar:
BNP Paribas Securities Services,

Luxembourg Branch

33, rue de Gasperich, Howald Hesperange

L-2085 Luxembourg

Luxembourg

Transfer Agent:
BNP Paribas Securities Services,
Luxembourg Branch
33, rue de Gasperich, Howald Hesperange
L-2085 Luxembourg
Luxembourg

Names and addresses of initial Paying Agent(s):
BNP Paribas Securities Services,

Luxembourg Branch

33, rue de Gasperich, Howald Hesperange

L-2085 Luxembourg

Luxembourg

6. DISTRIBUTION

Name and address

Goldman Sachs International
of Manager

Peterborough Court
133 Fleet Street
London EC4A 2BB
England

Date of Terms Agreement:
March 29, 2017

Commission Payable:
0.150 percent

8

INCORPORATION BY REFERENCE AND AVAILABLE INFORMATION

The Issuer's Annual Report on Form 10-K for the year ended December 31, 2016 (as filed with the Commission
under the Exchange Act on March 1, 2017) is incorporated in this Offering Circular by reference.

Cross-Reference Table

The Issuer's Annual Report on Form 10-K, for the year ended December 31, 2016

Business ............................................................................................................................................
Pages 13
Risk Factors and Cautionary Statement Regarding Forward-Looking Statements ...........................
Pages 38
Unresolved Staff Comments .............................................................................................................
Page 8
Properties ..........................................................................................................................................
Page 8
Legal Proceedings .............................................................................................................................
Page 8
Mine Safety Disclosures ...................................................................................................................
Page 8
Executive Officers of the Registrant .................................................................................................
Page 9
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities ..........................................................................................................................
Pages 1011
Selected Financial Data ....................................................................................................................
Page 12
Management's Discussion and Analysis of Financial Condition and Results of Operations ...........
Pages 1327
Quantitative and Qualitative Disclosures About Market Risk ..........................................................
Page 28
Financial Statements and Supplementary Data .................................................................................

Consolidated statement of income for each of the three years in the period ended December 31,
2016 ........................................................................................................................................
Page 29
Consolidated statement of comprehensive income for each of the three years in the period

ended December 31, 2016 .....................................................................................................
Page 30
Consolidated balance sheet at December 31, 2016 and 2015 ......................................................
Page 31
Consolidated statement of cash flows for each of the three years in the period ended December

31, 2016 ..................................................................................................................................
Page 32
Consolidated statement of shareholders' equity for each of the three years in the period ended

December 31, 2016 .................................................................................................................
Page 33
Notes to consolidated financial statements ..................................................................................
Pages 3446
Quarterly results (unaudited) .......................................................................................................
Page 47
Management's assessment of internal control over financial reporting.......................................
Page 48
Report of independent registered public accounting firm ............................................................
Page 49
Report of independent registered public accounting firm on internal control over financial

reporting .................................................................................................................................
Page 50
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...........
Page 51
Controls and Procedures ...................................................................................................................
Page 51
Other Information .............................................................................................................................
Page 51
Directors, Executive Officers and Corporate Governance ................................................................
Page 51
Executive Compensation ..................................................................................................................
Page 51
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters .........................................................................................................................................
Page 51
Certain Relationships and Related Transactions, and Director Independence ..................................
Page 52
Principal Accountant Fees and Services ...........................................................................................
Page 52
Exhibits and Financial Statement Schedules ....................................................................................
Pages 5254
Signatures .........................................................................................................................................
Page 55
Exhibits .............................................................................................................................................
Pages 5691

Copies of this Offering Circular as well as the document incorporated herein by reference are available free of
charge from Goldman Sachs International at Peterborough Court, 133 Fleet Street, London EC4A 2BB England during
normal business hours, or can be ordered by telephone (+44 20 7774 1000) or fax (+44 20 7774 4477). The document
incorporated by reference is also available on the Internet at http://corporate.mcdonalds.com and will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu).

9

PLAN OF DISTRIBUTION

Subject to the terms and conditions of the Terms Agreement, the Manager has agreed to purchase the Notes from
the Issuer and the Issuer has agreed to sell the Notes to the Manager.

The Terms Agreement provides that the obligation of the Manager to purchase the Notes is subject to certain
conditions. The Manager must purchase all of the Notes if it purchases any of the Notes.

The Issuer has agreed to pay the Manager, as compensation for its services in connection with the purchase of the
Notes and the managing of the offering thereof, a combined management and underwriting commission equal to 0.150%
of the aggregate principal amount of the Notes.

Subject to the restrictions on offers and sales of the Notes set forth in the Base Prospectus, the Manager proposes
to offer the Notes at the issue price set forth in this Offering Circular. After the Notes are released for sale, the offering
price and other selling terms may from time to time be varied by the Manager.

The Manager has acknowledged that no representation is made by the Issuer or the Manager that any action has
been or will be taken in any jurisdiction by the Issuer or the Manager that would permit a public offering of the Notes, or
possession or distribution of this Offering Circular in any country or jurisdiction where action for that purpose is required.
The Manager has agreed to comply to the best of its knowledge and belief in all material respects with all applicable
securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its
possession or distributes this Offering Circular, in all cases at its own expense unless agreed otherwise.

The Notes are a new issue of securities with no established trading market. Application has been made to have
the Notes admitted to trading on the Euro MTF Market and listed on the official list of the Luxembourg Stock Exchange.
The Manager may make a market in the Notes after completion of the offering, but will not be obligated to do so and may
discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the
trading market for the Notes or that an active trading market for the Notes will develop. If an active trading market for the
Notes does not develop, the market price and liquidity of the Notes may be adversely affected.

10

Document Outline

#4">TABLE OF CONTENTS
#5">THE OFFERING
#9">INCORPORATION BY REFERENCE AND AVAILABLE INFORMATION
#10">PLAN OF DISTRIBUTION
#11">GENERAL INFORMATION
McDonald's - GMTN - Base Prospectus - 8 April 2016.pdf
- #13">BASE PROSPECTUS
- #13">U.S.$10,000,000,000
- #13">PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
- #13">Arranger for the Program
- #13">MORGAN STANLEY
- #16">TABLE OF CONTENTS
- #17">RISK FACTORS
- #28">1. Form and Denomination
  - #28">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...
- #28">Registered Notes
  - #28">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...
  - #28">Bearer Notes
- #29">Denominations
  - #29">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...
- #29">Currency of Notes
  - #29">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...
- #29">Legending
  - #29">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...
- #29">2. Title and Transfer
  - #29">Registered Notes
  - #29">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...
  - #29">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 ...
  - #29">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...
  - #30">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...
  - #30">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 ...
  - #30">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.
  - #30">Bearer Notes
  - #30">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...
  - #30">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...
- #30">3. Status of the Notes
- #30">4. Certain Covenant
- #30">5. Interest
- #30">Interest
  - #30">5.01 Notes may be interest-bearing or non-interest-bearing, as specified in the Final Terms.
- #30">Interest-bearing Notes
  - #30">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.
- #31">Floating Rate Notes
  - #31">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...
    - #31">(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...
    - #31">(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...
    - #31">(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
    - #31">(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...
- #31">Maximum or Minimum Interest Rate
  - #31">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.
- #31">Accrual of Interest
  - #31">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 ...
- #31">Interest Amount(s), Calculation Agent and Reference Banks
  - #31">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...
- #32">Calculations and Adjustments
  - #32">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...
- #32">Non-interest-bearing Notes
  - #32">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...
- #32">6. Redemption and Purchase
- #32">Redemption at Maturity
  - #32">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...
- #32">Early Redemption for Taxation Reasons
  - #32">6.02 If, in relation to any Series:
    - #32">(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...
  - #33">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.
- #33">Optional Early Redemption (Call)
  - #33">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...
  - #33">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:
    - #33">(i) the Series subject to redemption;
    - #33">(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;
    - #33">(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...
    - #33">(iv) the Early Redemption Amount (Call) at which such Notes are to be redeemed.
- #33">Partial Redemption
  - #33">6.05 If the Notes of a Series are to be redeemed in part only on any date in accordance with Condition 6.03:
    - #33">(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...
    - #33">(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),
    - #33">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...
- #34">Optional Early Redemption (Put)
  - #34">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 ...
- #34">Purchase of Notes
  - #34">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.
- #34">Cancellation of Redeemed and Purchased Notes
  - #34">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.
- #34">Further Provisions applicable to Redemption Amount
  - #34">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.
  - #34">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...
  - #34">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:
    - #34">(i) the Issue Price specified in the relevant Final Terms; and
    - #34">(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...
  - #34">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...
    - #34">(i) the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made; and
    - #34">(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...
- #34">7. Events of Default
  - #34">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:
    - #35">(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;
    - #35">(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;
    - #35">(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 ...
    - #35">(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 ...
    - #35">(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,...
  - #35">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,...
- #35">8. Taxation
  - #35">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...
    - #35">(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...
    - #35">(ii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge;
    - #35">(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...
    - #35">(iv) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note;
    - #36">(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;
    - #36">(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...
    - #36">(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...
  - #36">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...
- #36">9A. Payments … Registered Notes
  - #36">This Condition 9A is only applicable to Registered Notes.
  - #36">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...
  - #36">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 ...
  - #37">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....
  - #37">9B. Payments … Bearer Notes
  - #37">This Condition 9B is only applicable to Bearer Notes.
  - #37">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...
  - #37">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...
  - #37">9C. Payments … General Provisions
  - #37">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...
- #37">Redenomination
  - #37">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...
    - #37">(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;
    - #37">(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...
    - #38">(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...
    - #38">(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
    - #38">(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...
- #38">Exchangeability
  - #38">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...
- #38">10. Proscription
  - #38">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 ...
- #38">11. The Paying Agents, the Calculation Agent and the Registrar
  - #38">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 ...
  - #38">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...
- #38">12. Replacement of Notes
- #38">13. Meetings of Holders and Modification
- #38">Amendment Without Consent of Holders of Notes
  - #38">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...
- #39">Amendment With Consent of Holders of Notes
  - #39">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...
    - #39">(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 ...
    - #39">(ii) modify the obligation of the Issuer to maintain an office or agency in Europe; or
    - #39">(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...
- #39">Effect of Amendments
  - #39">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...
- #39">14. Consolidation, Merger, Etc.
  - #39">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:
    - #39">(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...
    - #39">(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.
  - #39">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...
- #40">15. Assumption
  - #40">15.01 Any wholly-owned subsidiary may assume the obligations and covenants of the Issuer herein and under the Fiscal Agency Agreement, provided that:
    - #40">(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 ...
    - #40">(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;
    - #40">(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 ...
    - #40">(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
    - #40">(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...
  - #40">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 ...
  - #40">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...
- #40">16. Notices
- #40">17. Further Issues
- #41">18. Waiver and Remedies
- #41">19. Law and Jurisdiction
  - #41">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...
  - #41">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...
- #41">20. Final Terms
- #41">21. Definitions
  - #41">Following Business Day ConventionŽ means that such date shall be postponed to the first following day that is a Business Day;
  - #41">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 ...
  - #41">Preceding Business Day ConventionŽ means that such date shall be brought forward to the first preceding day that is a Business Day; and
  - #41">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...
    - #41">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;
    - #42">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...
    - #42">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...
  - #42">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...
  - #42">if Actual/Actual (ICMA)Ž is so specified, means:
    - #42">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...
    - #42">if the Calculation Period is longer than one Determination Period, the sum of:
  - #42">if Actual/365 (Fixed)Ž is so specified, means the actual number of days in the Calculation Period divided by 365;
  - #42">if Actual/360Ž is so specified, means the actual number of days in the Calculation Period divided by 360;
  - #42">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...
  - #42">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 ...
- #52">1. LISTING AND ADMISSION TO TRADING
- #52">2. RATINGS
- #53">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
- #53">4. FIXED RATE NOTES ONLY … YIELD
- #53">5. OPERATIONAL INFORMATION
- #62">1. LISTING AND ADMISSION TO TRADING
- #62">2. RATINGS
- #63">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
- #63">4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- #63">5. [FIXED RATE NOTES ONLY … YIELD]
- #63">6. OPERATIONAL INFORMATION
- #73">PROPOSED FINANCIAL TRANSACTIONS TAX
- #74">SUBSCRIPTION AND SALE
- #74">United States of America: Regulation S Category 2
- #76">New Zealand
- #77">General
- #81">GENERAL INFORMATION
- #82">DEALERS
- #84">INDEPENDENT AUDITORS TO THE ISSUER
- #84">LEGAL ADVISORS
- #84">FISCAL AGENT, REGISTRAR AND PRINCIPAL PAYING AGENT
- #84">BNP Paribas Securities Services, Luxembourg Branch
- #84">LISTING AGENT
- #84">BNP Paribas Securities Services, Luxembourg Branch