Obligation MacDonald's 0.625% ( XS1725630740 ) en EUR

MacDonald's

100 % ▲

Etas-Unis

XS1725630740 ( en EUR )

0.625% par an ( paiement annuel )

29/01/2024 - Obligation échue

Prospectus brochure de l'obligation McDonalds XS1725630740 en EUR 0.625%, échue

100 000 EUR

700 000 000 EUR

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

L'Obligation émise par MacDonald's ( Etas-Unis ) , en EUR, avec le code ISIN XS1725630740, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/01/2024

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 o f Global Medium-Term Notes (th e "Prog ram") 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.bourse.lu).
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.
__________________________

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

9 September, 2021

ACTIVE 271092691v.11

The Issuer accepts responsibility for the information conta ined in this Offering Circula r and in a ny Pricing
Supplement. To the best of the knowledge and belief of the Issuer (having taken a ll rea sonable ca re to ensure that such is the
ca se), the information conta ined in this Offering Circula r is in accordance with the facts and does not omit anything likely to
a ffect the import of such information.
The Issuer may a gree with any Dea ler that Notes may be issued in a form not contemplated by the Form of Pricing
Supplement conta ined herein, in which event, a supplement to this Offering Circula r, further offering circula r or other
documentation, if appropriate, will be made ava ilable that will describe the effect of the agreement reached in relation to such
Notes.
This Offering Circula r 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 releva nt Pricing Supplement.
No person has been authorized by the Issuer to give any information or to make any representation that is not
conta ined in, or is otherwise inconsistent with, this Offering Circula r or any other document entered into in rela tion to the
Program or any information supplied by the Issuer or such other information a s is in the public doma in and, if given or made,
such information or representation should not be relied upon a s having been authorized by the Issuer or a ny Dea ler. Neither the
Issuer nor a ny Dealer takes a ny responsibility for a ny other information that may be provided by a ny other person.
Neither this Offering Circular nor any related supplement is a prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation"). This Offering Circula r 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 lega l entity
which is a qua lified investor under the Prospectus Regulation ("EEA Qualified Investors"). Accordingly any person making or
intending to make an offer in that Member State of Notes which a re the subject of the offering contemplated in this Offering
Circula r, a s completed by the Pricing Supplement in relation to the offer of those Notes, may only do so with respect to EEA
Qua lified Investors. Neither the Issuer nor the Dealers have authorized, nor do they authorize, the making of any offer of Notes
other than to EEA Qua lified Investors. This Offering Circula r constitutes a prospectus for the purposes of Pa rt IV of the
Luxembourg Act.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes a re not intended to be offered, sold or
otherwise made ava ilable to and should not be offered, sold or otherwise made ava ilable to any reta il investor in the EEA. For
these purposes, a reta il investor means a person who is one (or more) of: (i) a reta il client as defined in point (11) of Article
4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, a s amended (the "Insurance Distribution
Directive"), where that customer would not qua lify a s a professiona l client a s defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qua lified investor a s defined in the Prospectus Regula tion. Consequently no key information document
required by Regulation (EU) No. 1286/2014, a s amended (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them ava ilable to reta il investors in the EEA has been prepa red and therefore offering or selling the Notes
or otherwise making them a vaila ble to a ny 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 ta rget market a ssessment made
by the relevant manufacturer(s) in respect of the Notes and which channels for distribution of the Notes a re appropria te. Any
person subsequently offering, selling or recommending the Notes (a n "EU distributor") should take into consideration the
ta rget market a ssessment; however, a n EU distributor subject to MiFID II is responsible for undertaking its own ta rget market
assessment in respect of the Notes (by either adopting or refining the target market a ssessment) 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, a s amended (the "MiFID Product Governance Rules"),
any Dea ler subscribing for a ny Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dea lers nor any of their respective affilia tes will be a manufacturer for the purpose of the MiFID Product Governance Rules.
The Issuer makes no representation or wa rranty as to any manufacturer's or EU distributor's compliance with the MiFID
Product Governance Rules.
Neither this Offering Circula r nor any related supplement is a prospectus for the purposes of Regulation (EU)
2017/1129 a s it forms pa rt of domestic la w in the United Kingdom by virtue of the European Union (Withdrawa l) Act 2018,
as amended by the European Union (Withdrawa l Agreement) Act 2020 (the "EUWA") (the "UK Prospectus Regulation").
This Offering Circula r and any related supplement have been prepa red on the ba sis that any offer of Notes in the United
Kingdom will only be made to a lega l entity which is a qua lified 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
a re the subject of the offering contemplated in this Offering Circula r, as completed by the Pricing Supplement in rela tion to
2

ACTIVE 271092691v.11

the offer of those Notes, may only do so with respect to UK Qua lified Investors. Neither the Issuer nor the Dea lers have
a uthorized, nor do they a uthorize, the making of a ny offer of Notes other than to UK Qua lified Investors.
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS The Notes a re not intended to
be offered, sold or otherwise made ava ilable to and should not be offered, sold or otherwise made ava ilable to any reta il
investor in the United Kingdom. For these purposes, a reta il investor means a person who is one (or more) of: (i) a reta il client
as defined in point (8) of Article 2 of Regula tion (EU) No 2017/565 as it forms pa rt of domestic la w in the United Kingdom
by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the United Kingdom's Financia l Services and
Ma rkets Act 2000, a s amended (the "FSMA") a nd any rules or regula tions made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qua lify a s a professiona l client a s defined in point (8) of Article 2(1) of
Regula tion (EU) No 600/2014 as it forms pa rt of domestic la w in the United Kingdom by virtue of the EUWA; or (iii) not a
qua lified investor as defined in the UK Prospectus Regulation. Consequently no key information document required by
Regula tion (EU) No 1286/2014 a s it forms pa rt of domestic la w in the United Kingdom by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them ava ilable to reta il investors in the United
Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them ava ilable to a ny reta il
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 ta rget market a ssessment made
by the relevant manufacturer(s) in respect of the Notes and which channels for distribution of the Notes a re appropria te. Any
person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the
ta rget market a ssessment; 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 ta rget market assessment) a nd determining
appropriate distribution channels. A determination will be made in rela tion to each issue a bout whether, for the purpose of the
UK MiFIR Product Governance Rules, any Dea ler subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dea lers nor any of their respective affilia tes will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules. The Issuer makes no representation or wa rranty a s to any manufacturer's or UK
distributor's compliance with the UK MiFIR Product Governance Rules.
The communication of this Offering Circula r, any rela ted supplement and any other document or materia ls rela ting
to the issue of the Notes offered hereby is not being made, and such documents and/or materia ls have not been approved, by
an authorized person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materia ls a re not
being distributed to, and must not be pa ssed on to, the genera l public in the United Kingdom. The communication of such
documents and/or materia ls a s a financia l promotion is only being made to those persons in the United Kingdom who have
professiona l experience in matters relating to investments and who fa ll within the definition of investment professiona ls (a s
defined in Article 19(5) of the Financia l Services and Ma rkets Act 2000 (Financia l Promotion) Order 2005, as amended (the
"Financial Promotion Order")), or who fa ll within Article 49(2)(a ) to (d) of the Financia l Promotion Order, or who are any
other persons to whom it may otherwise la wfully be made under the Financia l Promotion Order (a ll such persons together
being referred to as "relevant persons"). In the United Kingdom, the Notes offered hereby a re only ava ilable to, and any
investment or investment activity to which this Offering Circula r and any rela ted supplement rela te will be enga ged 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
Circula r or a ny rela ted supplement or a ny of their contents.
The distribution of this Offering Circula r and a ny relevant Pricing Supplement, and the offering, sa le and delivery of
the Notes in certa in jurisdictions, including in the United States and the United Kingdom, may be restricted by la w. Persons
into whose possession this Offering Circula r or any relevant Pricing Supplement come a re required by the Issuer and the
Dea lers to inform themselves a bout and to observe a ny such restrictions. For a description of certa in restrictions on offers,
sa les a nd deliveries of Notes and on the distribution of this Offering Circula r or a ny relevant Pricing Supplement and other
offering materia l relating to the Notes, see the section "Subscription and Sa le" of this Offering Circula r. In pa rticula r, 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 a re defined in Regulation S under
the Securities Act), unless the Notes are registered under the Securities Act or an exemption therefrom is ava ilable. 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

ACTIVE 271092691v.11

Series of Notes may be rated or unrated. Where a Series is rated, such ra ting will not necessa rily be the same as the
rating(s) assigned to the Issuer. The rating of certa in Series may be specified in the relevant Pricing Supplement. The relevant
Pricing Supplement will a lso include certa in information rega rding any such rating for the purposes of Regula tion (EC) No.
1060/2009 (a s amended, the "CRA Regulation") and Regulation (EC) No. 1060/2009 as it forms pa rt of domestic la w in the
United Kingdom by virtue of the EUWA a nd a s 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, Chapter 289 of Singapore, a s 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 (Chapter 289) of Singapore" that will state the product cla ssification of the applica ble Notes pursuant to
Section 309B(1) of the SFA; however, unless otherwise stated in the applicable Pricing Supplement and for the purposes of
Section 309B(1)(c) of the SFA, the Issuer notifies a ll relevant persons (as defined in Section 309A of the SFA), that the Notes
a re "prescribed capita l ma rkets products" (as defined in the Securities and Futures (Capita l Ma rkets Products) Regula tions
2018) and "Excluded Investment Products" (a s defined in MAS Notice SFA 04-N12: Notice on the Sa le of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Neither this Offering Circula r nor any Pricing Supplement constitutes an offer or an invitation to subscribe for or
purcha se any Notes and should not be considered a s a recommendation by the Issuer or any Dea ler that any recipient of this
Offering Circula r or any Pricing Supplement should subscribe for or purchase any Notes. Ea ch recipient of this Offering
Circula r or any Pricing Supplement sha ll be deemed to have made its own investiga tion and appra isa l of the condition
(fina ncial or otherwise) of the Issuer.
The Dea lers have not sepa rately verified the information conta ined in this Offering Circula r. No representation or
wa rranty is made or implied by the Dea lers or any of their respective affilia tes, and neither the Dea lers nor any of their
respective affiliates make a ny representation or wa rranty, or accept any responsibility, a s to the accuracy or completeness of
the information relating to the Issuer contained in this Offering Circular.
Neither the delivery of this Offering Circula r or any Pricing Supplement nor the offering, sa le or delivery of any
Note sha ll, in any circumstances, create any implica tion that the information conta ined in this Offering Circula r is true
subsequent to the date thereof or the date upon which this Offering Circula r has been most recently amended or supplemented
or that there has been no materia l adverse change in the financia l situation of the Issuer since the date thereof or, a s the case
may be, the date upon which this Offering Circula r has been most recently amended or supplemented or the ba lance sheet
date of the most recent financia l statements which a re deemed to be incorpora ted in this Offering Circula r 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 sa me.
All references in this Offering Circula r to "U.S. dollars," "U.S.$" or "$" are to the la wful currency of the United
States; a ll references to "pounds sterling" or "£" a re to the la wful currency of the United Kingdom; a ll references to "A$" a re
to the la wful currency of the Commonwea lth of Austra lia ; and a ll references to "euro" and "" are to the currency introduced
at the start of the third sta ge of European economic and moneta ry union pursuant to the Treaty on the Functioning of the
European Union, a s amended.
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 sa les of the Notes
to an investor by an offeror will be made, in accordance with any terms and other a rrangements in pla ce between such offeror
and such investor including a s to price, a llocations and settlement a rrangements. The Issuer will not be a pa rty to any such
a rrangements with investors (other than the Arranger and the Dea lers) in connection with the offer or sa le of the Notes and,
accordingly, this Offering Circula r and any Pricing Supplement will not conta in such information. The investor must look to
the offeror a t the time of such offer for the provision of such information. The Issuer has no responsibility to an investor in
respect of such information.
4

ACTIVE 271092691v.11

TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................................................................. 6
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ....................................................... 21
GENERAL DESCRIPTION OF THE PROGRAM ......................................................................................................................... 22
TERMS AND CONDITIONS OF THE NOTES.............................................................................................................................. 23
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM................................................................................ 41
FORM OF PRICING SUPPLEMENT .............................................................................................................................................. 43
MCDONALD'S CORPORATION ................................................................................................................................................... 54
CREDIT RATINGS ........................................................................................................................................................................... 57
USE OF PROCEEDS......................................................................................................................................................................... 58
UNITED STATES TAXATION ....................................................................................................................................................... 59
PROPOSED FINANCIAL TRANSACTIONS TAX ....................................................................................................................... 61
SUBSCRIPTION AND SALE .......................................................................................................................................................... 62
EXPERTS ........................................................................................................................................................................................... 67
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................................... 68
GENERAL INFORMATION............................................................................................................................................................ 71

5

ACTIVE 271092691v.11

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
pa rticula r investor resides, does business or reports its operating results enta ils 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 officia l redenomination or reva luation 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 genera lly depend on
factors over which the Issuer ha s no control, such as economic and politica l events and the supply of and demand for the
releva nt currencies.
Moreover, if payments on Notes denominated in currencies other than U.S. dolla rs a re determined by reference to a
formula conta ining a multiplier or levera ge factor, the effect of any change in the exchange rates between the applicable
currencies will be magnified. In recent yea rs, rates of exchange between some currencies have been highly vola tile, and
investors in the Notes should be a wa re that volatility may occur in the future. Fluctuations in any particula r exchange rate that
have occurred in the pa st, however, a re not necessarily indicative of fluctuations in the rate that may occur during the term of
any Note. Deprecia tion of a specified currency for a Note a ga inst the investor's currency would result in a decrea se in the
effective yield of such Note (in terms of the investor's currency) below its coupon ra te and, in certa in circumstances, could
result in a loss to a pa rticular investor (in terms of that investor's currency).
Except a s set forth below, if payment in respect of a Note is required to be made in a currency other than U.S. dolla rs,
and such currency is unavaila ble 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 repla ced by the euro) or for
the settlement of transactions by public institutions of or within the internationa l banking community, then a ll payments in
respect of such Note will be made in U.S. dolla rs until such currency is a ga in availa ble to the Issuer or so used. The amounts
payable on any date in such currency will be converted into U.S. dolla rs on the basis of the most recently ava ila ble ma rket
exchange rate for such currency or as otherwise indicated in the relevant Pricing Supplement. Any payment in respect of such
Note so ma de in U.S. dolla rs will not constitute an event of default under the Terms a nd Conditions of the Notes.
The paying a gent will make a ll determinations referred to above at its sole discretion. All determinations will, in the
a bsence of clear error, be binding on holders of the Notes.
Early redemption may adversely affect the return on the Notes.
If the Notes a re redeemable at the Issuer's option, the Issuer may choose to redeem the Notes at times when
preva iling interest ra tes a re rela tively low. In addition, if the Notes a re subject to mandatory redemption, the Issuer may be
required to redeem the Notes at times when preva iling interest rates a re relatively low. As a result, a holder of the Notes
genera lly will not be able to reinvest the redemption proceeds in a compa rable security at an effective interest rate as high as
the Notes being redeemed. An optiona l redemption feature is likely to limit the ma rket va lue of the Notes as the ma rket va lue
of such Notes genera lly 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, a n 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 a vailable a t that time.
6

ACTIVE 271092691v.11

The discontinuance of the London Interbank Offered Rate ("LIBOR") may adversely affect the return on certain Notes
and the price at which investors can sell Notes in the secondary market, if one exists.
LIBOR is being discontinued a s a floating ra te benchmark. On 5 Ma rch, 2021, ICE Benchmark Administration
Limited ("IBA"), the administrator of LIBOR, published a statement confirming its intention to cease publica tion of a ll
LIBOR settings, together with the dates on which this will occur, subject to the United Kingdom's Financia l Conduct
Authority (the "FCA") exercising its powers to require IBA to continue publishing such LIBOR settings (the "IBA
Announcement"). Concurrently, the FCA published a statement on the future cessation and loss of representativeness of a ll
LIBOR currencies and tenors, following the dates on which IBA has indicated it will cea se publication (the "FCA
Announcement"). Permanent cessation will occur immediately after 31 December, 2021 for a ll euro and Swiss francs
LIBOR tenors and certa in sterling, Japanese yen and U.S. dolla r LIBOR settings and immedia tely after 30 June, 2023 for
certa in other U.S. dollar LIBOR settings. In rela tion to the rema ining LIBOR settings (1-month, 3-month and 6-month
sterling, U.S. dolla r and Japanese yen LIBOR settings), the FCA is consulting on or, in the case of U.S. dolla r settings,
considering the case for using its powers to require IBA to continue publication under a changed methodology for a further
period after 31 December, 2021 (30 June, 2023 in the case of U.S. dolla r LIBOR). The FCA Announcement states that
consequently, any continuing LIBOR settings will no longer be representative of the underlying ma rket that such settings are
intended to mea sure immedia tely after 31 December, 2021, in the case of the sterling and Japanese yen LIBOR settings, and
immediately after 30 June, 2023, in the ca se of the U.S. dolla r LIBOR settings. Any continued publica tion of the Ja panese yen
LIBOR settings will a lso cease permanently at the end of 2022.
Financia l ma rkets, particula rly the trading market for LIBOR-ba sed obliga tions, may be adversely affected by the
discontinuation of LIBOR and the rema ining uncerta inties rela ted thereto, the a lternative reference rates that will be used
when LIBOR is discontinued and other reforms related to LIBOR. There is no a ssurance that any alternative reference rate
will be the economic equivalent of a ny LIBOR setting it repla ces.
The Secured Overnight Financing Rate ("SOFR") (including a compounded SOFR ("Compounded SOFR")) is a
relatively new reference rate and its composition and characteristics are not the same as LIBOR.
Notes issued under the Program may have an interest rate based on SOFR or Compounded SOFR, a s specified in the
applicable Pricing Supplement. On 22 June, 2017, the Alternative Reference Rates Committee (the "ARRC") convened by
the Boa rd of Governors of the Federa l Reserve System and the Federa l Reserve Bank of New York identified SOFR a s the
rate that, in the consensus view of the ARRC, represented best practice for use in certa in new U.S. dolla r derivatives and other
financia l contra cts. SOFR is a broad mea sure of the cost of borrowing cash overnight colla tera lized by U.S. Treasury
securities, and ha s been published by the Federa l Reserve Bank of New York since April 2018. The Federa l Reserve Bank of
New York has a lso begun publishing historica l indicative Secured Overnight Financing Rates from 2014. Investors should
not rely on a ny historical changes or trends in SOFR a s a n indicator of future changes in SOFR.
The composition and cha racteristics of SOFR a re not the same as those of LIBOR, and SOFR is fundamenta lly
different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR is an unsecured rate. Second, SOFR is
an overnight rate, while LIBOR is a forwa rd-looking ra te that represents interbank funding over different maturities (e.g.,
three months). As a result, there can be no assurance that SOFR (including Compounded SOFR) will perform in the same way
as LIBOR would have a t any time, including, without limitation, a s a result of changes in interest and yield rates in the ma rket,
market volatility or globa l or regiona l economic, financia l, politica l, regulatory, judicia l or other events. Changes in the levels
of SOFR will affect the interest rate basis and, therefore, the return on any Notes linked to SOFR (including Compounded
SOFR) and the trading price of such Notes, but it is impossible to predict whether such levels will rise or fa ll. There can be no
a ssurance that the interest ra te basis or SOFR will be positive.
SOFR may be more volatile than other benchmark or market rates.
Since the initia l publication of SOFR, da ily changes in SOFR have, on occasion, been more vola tile than da ily
changes in other benchma rk or ma rket rates, such as U.S. dolla r LIBOR. Although changes in Compounded SOFR genera lly
a re not expected to be a s vola tile a s changes in da ily levels of SOFR, the return on and va lue of any floating ra te Notes for
which the interest ra te is ba sed on SOFR may fluctuate more than floating rate debt securities that a re linked to less vola tile
rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Trea sury repo ma rket.
The Federa l Reserve Bank of New York ha s at times conducted operations in the overnight U.S. Trea sury repo market in
order to help mainta in the federa l funds rate within a ta rget range. There can be no assurance that the Federa l Reserve Bank of
New York will continue to conduct such operations in the future, and the dura tion and extent of a ny such operations is
inherently uncerta in. The effect of any such operations, or of the cessation of such operations to the extent they a re
7

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commenced, is uncerta in and could be materia lly adverse to investors in any floating rate Notes for which the interest rate is
ba sed 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 wa s developed for use in certa in U.S. dolla r derivatives and other financia l contra cts
as an a lternative to U.S. dolla r LIBOR in part because it is considered a good representation of genera l funding conditions in
the overnight U.S. Treasury repurchase a greement ma rket. However, a s a rate ba sed on transactions secured by U.S. Treasury
securities, it does not measure bank-specific credit risk a nd, a s a result, is less likely to correla te with the unsecured short-term
funding costs of banks. This may mean that ma rket pa rticipants would not consider SOFR (including Compounded SOFR) a
suitable repla cement or successor for a ll of the purposes for which U.S. dolla r LIBOR historica lly has been used (including,
without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen ma rket
acceptance of SOFR. Any fa ilure of SOFR to ga in market acceptance could adversely affect the return on and va lue of any
floating ra te Notes for which the interest rate is ba sed on SOFR and the price a t which investors can sell such floating rate
Notes in the secondary market.
In addition, if SOFR does not prove to be widely used a s a benchmark in securities that a re simila r or compa rable to
any SOFR-based floating ra te Notes the Issuer issues, the trading price of any SOFR-based floating ra te Notes that the Issuer
issues may be lower than those of securities that are linked to rates that a re more widely used. Simila rly, ma rket terms for
floating ra te debt securities linked to SOFR, such a s 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 la ter-issued SOFR-based debt securities a s 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 ba sed on Compounded SOFR, which is
ca lcula ted using a SOFR index published by the Federa l Reserve Bank of New York according to a specific formula , not the
SOFR published on or in respect of a pa rticula r date during the applica ble interest period or an a rithmetic average of the
SOFRs during such period. For this and other rea sons, the interest ra te on any such floating ra te Notes during any applicable
interest period will not necessa rily be the same as the interest rate on other SOFR-linked investments that use an a lternative
ba sis to determine the applicable interest rate. Further, if the SOFR in respect of a pa rticula r date during a n interest period is
negative, its contribution to the SOFR index will be less than one, resulting in a reduction to Compounded SOFR used to
ca lculate the interest payable on such floating ra te Notes on the applicable interest payment date for such interest period.
Very limited ma rket precedent exists for securities that use SOFR as the interest rate and the method for ca lculating
an interest rate based upon SOFR in those precedents va ries. In addition, the Federa l Reserve Bank of New York only began
publishing the SOFR index on 2 Ma rch, 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 a ll. If the ma rket adopts a different
ca lcula tion method, that would likely adversely affect the liquidity and ma rket va lue of any floating rate Notes the Issuer
issues for which the interest rate is ba sed on Compounded SOFR a nd 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 ba sed on Compounded SOFR, the level of
Compounded SOFR applicable to a pa rticula r 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
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 pa rticula r 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 tha t the Issuer issues for which the interest ra te is ba sed on Compounded SOFR.
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ACTIVE 271092691v.11

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 Federa l Reserve Bank of New York based on data received by it from sources
other than the Issuer, and the Issuer ha s no control over its methods of ca lcula tion, publication schedule, rate revision
pra ctices or ava ilability of the SOFR index at any time. There can be no gua rantee, pa rticula rly given its rela tively recent
introduction, that the SOFR index will not be discontinued or fundamenta lly a ltered in a manner that is materia lly adverse to
the interests of investors in any SOFR-ba sed floating rate Notes that the Issuer issues. If the manner in which the SOFR index
is ca lculated, 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 Federa l Reserve Bank of New York may withdra w, modify or amend the published SOFR
index or SOFR data in its sole discretion and without notice. Unless the terms of a particula r issue of floating rate Notes
specify otherwise, the interest rate for a ny interest period with respect to SOFR-ba sed floating ra te Notes that the Issuer issues
will not be adjusted for any modifications or amendments to the SOFR index or SOFR data that the Federa l Reserve Bank of
New York ma y publish a fter the interest ra te 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 LIBOR a nd the Euro Interbank Offered Rate ("EURIBOR")) which a re deemed
to be benchma rks (such a s a Reference Rate (a s defined below)) have been, a nd may continue to be, the subject of nationa l
a nd international reforms.
For example, in the European Union and the United Kingdom, certa in measures a re in effect with rega rd to the
provision of benchmarks, the contribution of input data to benchma rks and the use of benchma rks, pursuant to (in the
European Union) Regula tion (EU) 2016/1011 (a s amended, the "Benchmarks Regulation") and (in the United Kingdom)
Regula tion (EU) 2016/1011 as it forms pa rt of domestic la w in the United Kingdom by virtue of the EUWA (a s amended, the
"UK Benchmarks Regulation"). The Benchma rks Regula tion and the UK Benchma rks Regula tion could have a materia l
impa ct on any Notes linked to or referencing a relevant benchma rk, 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 Benchma rks Regula tion and the UK Benchma rks Regula tion, other nationa l or internationa l
reforms or the genera l increased regula tory scrutiny of benchma rks could increase the costs and risks of administering or
otherwise participating in the setting of benchma rks and complying with any such regula tions or requirements, discoura ge
market pa rticipants from continuing to administer or contribute to benchma rks, 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 lea d to the discontinuation of benchmarks.
Any of the above matters could, among other things, have a materia l adverse effect on the va lue of and return on any
Notes linked to, referencing or otherwise dependent (in whole or in pa rt) upon a n affected benchmark or have other
consequences which cannot be predicted.
Investors should consult their own independent advisers and make their own a ssessment about the potentia l risks
imposed by the Benchmarks Regulation, the UK Benchma rks Regula tion or any other nationa l or interna tiona l reforms in
ma king a ny investment decision with respect to a ny Notes referencing a benchmark.
Interest rate conversion, if applicable, may affect the market value of the Notes.
Certa in fixed/floating rate Notes may bear interest at a ra te that the Issuer may elect to convert from a fixed rate to a
floating ra te, or from a floa ting rate to a fixed ra te. The Issuer's ability to convert the interest ra te will affect the seconda ry
market and the market va lue of the Notes since the Issuer may be expected to convert the ra te when it is likely to produce a
lower overa ll cost of borrowing. If the Issuer converts from a fixed rate to a floa ting ra te, the spread on the fixed/floating rate
Notes may be less favorable than the then-preva iling spreads on compa rable floating ra te Notes tied to the same reference
rate. In addition, the new floating rate at a ny time may be lower than the rates on other Notes. If the Issuer converts from a
floa ting ra te to a fixed ra te, the fixed ra te may be lower than the then-prevailing ra tes on its Notes.
In certain circumstances holders may be subject to U.S. withholding tax.
Under the U.S. tax rules known a s the Foreign Account Tax Compliance Act ("FATCA"), a holder who is a
U.S. Alien (a s defined in Condition 8.01 in the section "Terms a nd Conditions of the Notes" of this Offering Circula r) will
9

ACTIVE 271092691v.11

genera lly be subject to 30% U.S. withholding tax on certa in payments made on the Notes if such holder (i) is, or holds its
Notes through, a foreign financia l institution that has not entered into an a greement with the U.S. government to report, on an
annua l ba sis, certa in information rega rding accounts with or interests in the institution held by certa in U.S. persons and by
certa in non-U.S. entities that a re wholly or pa rtia lly owned by U.S. persons, or that ha s been designated a s a "nonpa rticipating
foreign financia l institution" if it is subject to an intergovernmenta l a greement ("IGA") between the United States and a
foreign country, or (ii) fa ils to provide certa in documentation conta ining information a bout its identity, its FATCA status, and
if required, its direct and indirect U.S. owners. A number of countries have entered into IGAs with the United States. The
adoption of, or implementation of, an IGA between the United States and an applicable foreign country, or future U.S.
Trea sury regula tions, may modify these requirements. Such payments include U.S.-source interest but do not include gross
proceeds from the sa le or other disposition of notes that can produce U.S.-source interest, pursuant to proposed Treasury
regula tions tha t may be relied upon pending their fina lization. Prospective holders should refer to the section "United States
Ta xation" of this Offering Circular.
There may not be any trading market for the Notes; many factors affect the trading and market value of the Notes.
Upon issuance, the Notes will not have an established trading market. The Issuer cannot a ssure holders of the Notes
that a trading ma rket for the Notes will ever develop, or that any such ma rket will be ma inta ined if developed. In addition to
the Issuer's creditworthiness, many factors affect the trading market for, and trading va lue of, the Notes. If such a ma rket were
to develop, the Notes could trade a t prices that may be lower than the initia l offering prices depending on many factors,
including:
· the method of calculating the principal, premium, if any, and interest, if any, in respect of the Notes;
· the time remaining to the maturity of the Notes;
· the outstanding amount of the Notes;
· any redemption features of the Notes;
· the level, direction and volatility of market interest rates generally; and
· fluctuations in exchange rates between an investor's currency and the specified currency in which a Note is
denominated.
There may be a limited number of buyers when a holder decides to sell its Notes. This may affect the price such
holder receives for such Notes or such holder's ability to sell its Notes at a ll. In addition, Notes that are designed for specific
investment objectives or strategies often experience a more limited trading ma rket and more price volatility than those not so
designed. Investors should not purchase Notes unless they understand and know they can bea r a ll of the investment risks
involving the Notes.
The risks rela ting to a la ck of an established trading ma rket and/or a limited secondary ma rket are heightened for
Notes that use any new ma rket rate or method for determining an interest ra te (such a s an interest rate based on SOFR or
Compounded SOFR) because ma rket terms for such Notes, such a s the applicable "spread" or "spread multiplier," may
evolve over time and, a s a result, trading prices of such Notes may be lower than those of later-issued Notes that a re linked to
such ma rket ra te. Simila rly, if such new ma rket ra te or method for determining an interest rate does not prove to be widely
used in simila r debt securities, the trading price of such Notes may be lower than that of debt securities that a re linked to ra tes
that are more widely used. Investors in Notes that use any new ma rket rate or method for determining an interest rate may not
be able to sell their Notes at a ll or at prices that will provide them with a yield compa rable to simila r investments that have a
developed seconda ry ma rket. Further, investors wishing to sell such Notes in the seconda ry market will have to make
assumptions a s to the future performance of such ma rket ra te during the applicable period in which they intend the sa le to take
pla ce. As a result, investors may suffer from increased pricing volatility a nd market risk.
The Issuer's credit ratings may not reflect all risks of an investment in the Notes, and related regulatory requirements may
affect certain investors and the value of the Notes.
The credit ra tings of the Issuer or the Notes may not reflect the potentia l impact of a ll risks rela ted to the structure of
and ma rket for the Notes and do not address the price, if a ny, at which the Notes may be resold prior to maturity. However,
rea l or anticipated changes in the Issuer's or the Program's credit ra tings will genera lly affect the ma rket va lue of the Notes. A
credit ra ting is not a recommendation to buy, sell or hold securities and may be revised or withdra wn by the rating a gency at
any time. There is no assurance that a credit rating will rema in for any given period of time or that a credit rating will not be
lowered or withdra wn by the relevant rating a gency if, in its judgment, circumstances so wa rrant. The impa ct of other
activities that the Issuer undertakes, including its stock repurchase program, changes in its dividend ra te and, particula rly,
increases in its debt levels could a lso result in future declines in its credit ra tings. See "--Risks Rela ted to the Issuer--Trading
10

ACTIVE 271092691v.11

Document Outline

#1">OFFERING CIRCULAR
#1">U.S.$20,000,000,000
#1">PROGRAM FOR THE ISSUANCE OF GLOBAL MEDIUM-TERM NOTES
#1">Arranger for the Program
#1">MORGAN STANLEY
#5">TABLE OF CONTENTS
#5">Page
#6">RISK FACTORS
#23">1. Form and Denomination
- #23">1.01 Notes may be issued in registered form (Registered NotesŽ) or bearer form (Bearer NotesŽ), as specified in the relevant Pricing Supplement. Bearer Notes may not be issued unless such Notes are treated as issued in registered form for U.S. feder...
#23">Registered Notes
- #23">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)...
- #24">Bearer Notes
#24">Denominations
- #24">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 Pricing Supplement, at least the equivalent thereof in such currency using the spot rate as of the date of issu...
#24">Currency of Notes
- #24">1.06 The Notes are denominated in such currency as may be specified in the Pricing Supplement. 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 c...
#24">2. Title and Transfer
- #24">Registered Notes
- #24">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 D...
- #24">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 ...
- #25">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...
- #25">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...
- #25">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 ...
- #25">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.
- #25">Bearer Notes
- #25">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 Pricing Supplement. For the avoidance of doubt, s...
- #25">2.08 The Holder of any Global Bearer Note will (unless otherwise specified in the relevant Pricing Supplement and except as otherwise required by applicable law or regulatory requirement) be treated as its absolute owner for all purposes (whether or n...
#25">3. Status of the Notes
#25">4. Certain Covenant
#26">5. Interest
#26">Interest
- #26">5.01 Notes may be interest-bearing or non-interest-bearing, as specified in the Pricing Supplement.
#26">Interest-bearing Notes
- #26">5.02 Notes which are specified in the Pricing Supplement as being interest-bearing shall bear interest from their Interest Commencement Date at the Interest Rate payable in arrears on each Interest Payment Date.
#26">Floating Rate Notes
- #26">5.03 If the relevant Pricing Supplement specifies 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 appli...
  - #26">(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...
  - #26">(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...
  - #26">(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
  - #26">(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...
#26">Maximum or Minimum Interest Rate
- #26">5.04 If any Maximum or Minimum Interest Rate is specified in the relevant Pricing Supplement, then the Interest Rate shall in no event be greater than the maximum or be less than the minimum so specified.
#27">Accrual of Interest
- #27">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 ...
#27">Interest Amount(s), Calculation Agent and Reference Banks
- #27">5.06 If a Calculation Agent is specified in the Pricing Supplement, 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 ...
#27">Calculations and Adjustments
- #27">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 Pricing Supplement specifi...
#28">Non-interest-bearing Notes
- #28">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...
#28">6. Redemption and Purchase
#28">Redemption at Maturity
- #28">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...
#28">Early Redemption for Taxation Reasons
- #28">6.02 If, in relation to any Series:
  - #28">(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 or...
  - #28">(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it; and
  - #28">(iii) such circumstances are evidenced by the delivery by the Issuer to the Fiscal Agent of a certificate signed by the Issuer stating that the said circumstances prevail and describing the facts leading thereto and an opinion of legal counsel reasona...
- #28">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.
#28">Optional Early Redemption (Call)
- #28">6.03 If this Condition 6.03 is specified in the Pricing Supplement as being applicable, the Issuer may, having given the appropriate notice and subject to such conditions as may be specified in the Pricing Supplement, redeem all (but not, unless and t...
- #29">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:
  - #29">(i) the Series subject to redemption;
  - #29">(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;
  - #29">(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...
  - #29">(iv) the Early Redemption Amount (Call) at which such Notes are to be redeemed.
#29">Partial Redemption
- #29">6.05 If the Notes of a Series are to be redeemed in part only on any date in accordance with Condition 6.03:
  - #29">(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...
  - #29">(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),
  - #29">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 Amount...
#29">Optional Early Redemption (Put)
- #29">6.06 If this Condition 6.06 is specified in the relevant Pricing Supplement 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, ...
#29">Purchase of Notes
- #29">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.
#30">Cancellation of Redeemed and Purchased Notes
- #30">6.08 All unmatured Notes redeemed or purchased in accordance with this Condition 6, or as otherwise specified in the relevant Pricing Supplement, will be cancelled forthwith and may not be reissued or resold.
#30">Further Provisions applicable to Redemption Amount
- #30">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 Pricing Supplement to be made by the Calculation Agent.
- #30">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...
- #30">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:
  - #30">(i) the Issue Price specified in the relevant Pricing Supplement; and
  - #30">(ii) the product of the Amortization Yield (compounded annually) being applied to the Issue Price from (and including) the Issue Date specified in the Pricing Supplement to (but excluding) the date fixed for redemption or (as the case may be) the date...
- #30">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...
  - #30">(i) the date on which, upon due presentation or surrender of the relevant Note (if required), the relevant payment is made; and
  - #30">(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 ...
#30">7. Events of Default
- #30">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:
  - #30">(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;
  - #30">(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;
  - #30">(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 ...
  - #30">(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 ...
  - #31">(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,...
- #31">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,...
#31">8. Taxation
- #31">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...
  - #31">(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...
  - #31">(ii) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge;
  - #31">(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...
  - #31">(iv) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note;
  - #31">(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;
  - #31">(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...
  - #31">(vii) any tax, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any Note or through which paym...
  - #32">(viii) any tax, assessment or governmental charge imposed on a Holder that actually or constructively owns 10 percent or more of the combined voting power of all classes of stock of the Issuer or that is a controlled foreign corporation related to the...
  - #32">(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...
  - #32">(x) in respect of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above,
- #32">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...
#32">9A. Payments … Registered Notes
- #32">This Condition 9A is only applicable to Registered Notes.
- #32">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...
- #32">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 ...
- #33">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....
- #33">9B. Payments … Bearer Notes
- #33">This Condition 9B is only applicable to Bearer Notes.
- #33">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 ...
- #33">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...
- #33">9C. Payments … General Provisions
- #33">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 su...
#33">Redenomination
- #33">9C.03 Where RedenominationŽ is specified in the relevant Pricing Supplement 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 ...
  - #33">(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;
  - #33">(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...
  - #34">(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...
  - #34">(iv) if the Notes are Notes which bear interest at a floating rate the relevant Pricing Supplement will specify any relevant changes to the provisions relating to interest; and
  - #34">(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...
#34">Exchangeability
- #34">9C.04 When ExchangeabilityŽ is specified in the relevant Pricing Supplement 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, w...
#34">10. Proscription
- #34">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 ...
#34">11. The Paying Agents, the Calculation Agent and the Registrar
- #34">11.01 The Calculation Agent in respect of any Notes shall be specified in the Pricing Supplement. 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 o...
- #34">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...
#34">12. Replacement of Notes
#34">13. Meetings of Holders and Modification
#35">Amendment Without Consent of Holders of Notes
- #35">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...
#35">Amendment With Consent of Holders of Notes
- #35">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...
  - #35">(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 ...
  - #35">(ii) modify the obligation of the Issuer to maintain an office or agency in Europe; or
  - #35">(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...
#35">Effect of Amendments
- #35">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...
#35">14. Consolidation, Merger, Etc.
- #35">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:
  - #35">(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...
  - #35">(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.
- #36">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...
#36">15. Assumption
- #36">15.01 Any wholly-owned subsidiary may assume the obligations and covenants of the Issuer herein and under the Fiscal Agency Agreement, provided that:
  - #36">(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 ...
  - #36">(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;
  - #36">(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 ...
  - #36">(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
  - #36">(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...
- #36">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 ...
- #36">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...
#36">16. Notices
#37">17. Further Issues
#37">18. Waiver and Remedies
#37">19. Law and Jurisdiction
- #37">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 State...
- #37">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, United States. If the appointment ...
#37">20. Definitions
- #37">Following Business Day ConventionŽ means that such date shall be postponed to the first following day that is a Business Day;
- #37">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 ...
- #38">Preceding Business Day ConventionŽ means that such date shall be brought forward to the first preceding day that is a Business Day; and
- #38">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 Pricing Supplement after the calenda...
  - #38">(i) 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;
  - #38">(ii) 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 ...
  - #38">(iii) 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...
- #38">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...
- #38">if Actual/Actual (ICMA)Ž is so specified, means:
  - #38">(i) 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...
  - #38">(ii) if the Calculation Period is longer than one Determination Period, the sum of:
  - #38">a. the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any ye...
  - #38">b. the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year
- #38">if Actual/365 (Fixed)Ž is so specified, means the actual number of days in the Calculation Period divided by 365;
- #38">if Actual/360Ž is so specified, means the actual number of days in the Calculation Period divided by 360;
- #38">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...
- #39">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 ...
- #41">(i) Global Registered Notes will be registered in the name of a Common Depositary (or a nominee thereof) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system; and
- #41">(ii) Global Bearer Notes will be delivered to a Common Depositary (or a nominee thereof) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system.
#51">1. LISTING AND ADMISSION TO TRADING
#51">2. RATINGS
#52">3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
#52">4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
#52">5. [FIXED RATE NOTES ONLY … YIELD]
#52">6. OPERATIONAL INFORMATION
#53">7. DISTRIBUTION
#61">PROPOSED FINANCIAL TRANSACTIONS TAX
#62">SUBSCRIPTION AND SALE
#62">United States of America: Regulation S Category 2
- #62">(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
- #62">(ii) a customer within the meaning of 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
- #62">(iii) not a qualified investor as defined in the Prospectus Regulation; and
- #65">(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; or
- #65">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8...
- #65">(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
#66">General
#71">GENERAL INFORMATION
#72">DEALERS
#73">LEGAL ADVISORS
#73">FISCAL AGENT, REGISTRAR AND PRINCIPAL PAYING AGENT
#73">BNP Paribas Securities Services, Luxembourg Branch
#73">LISTING AGENT
#73">BNP Paribas Securities Services, Luxembourg Branch