As filed with the U.S. Securities and Exchange
Commission on August 12, 2024
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
McDONALD’S CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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36-2361282 |
(State or other jurisdiction
of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
110 North Carpenter Street
Chicago, Illinois 60607
(630) 623-3000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Desiree Ralls-Morrison
Executive Vice President – Global
Chief Legal Officer
McDonald’s Corporation
110 North Carpenter Street
Chicago, Illinois 60607
(630) 623-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
From time to time after the effective date of
this Registration Statement
(Approximate date of commencement of proposed sale
to the public)
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering: ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box: x
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer ¨ |
Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of Securities Act: ¨
Prospectus
Supplement
(To Prospectus, dated August 12, 2024)
McDONALD’S CORPORATION
110 North Carpenter Street
Chicago, Illinois 60607
United States of America
+1.630.623.3000
Medium-Term Notes
Due from One Year to 60 Years from Date of Issue
The following terms will generally apply to the
medium-term notes that we may sell, from time to time, using this prospectus supplement and the accompanying prospectus. We will include
information on the specific terms for each note in a pricing supplement to this prospectus supplement.
| · | Each note will mature in one year to 60 years and may be subject to redemption, at our option, or repayment, at the option of the
holder. |
| · | Each note will be denominated in U.S. dollars, unless we specify otherwise. |
| · | Interest on the notes may be based on a fixed or floating rate. |
| · | The notes may be issued as indexed notes. |
| · | The notes may be issued in certificated or book-entry form. |
| · | Interest on fixed-rate notes will be paid on February 15 and August 15 of each year, unless we specify otherwise. |
| · | Interest on floating-rate notes will be paid on dates determined at the time of issuance. |
| · | Minimum denominations for each note will be $1,000, increased in multiples of $1,000 or other specified denominations if denominated
in foreign currencies, or if we specify otherwise. |
Unless otherwise indicated in the applicable pricing
supplement, the notes will be offered at a public offering price of 100% and, for notes having maturities of 30 years or less, the agents’
discounts or commissions will equal between 0.150% and 0.750%, and proceeds, before expenses, to McDonald’s Corporation will equal
between 99.850% and 99.250%.
See “Risk Factors” beginning on
page S-1 for a discussion of certain risks that should be considered in connection with an investment in the notes.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement, the accompanying prospectus or any pricing supplement. Any representation to the contrary is a criminal offense.
The notes are being offered on a continuous basis
by us through the agents listed below, who have agreed to act as agents for us in soliciting offers to purchase the notes. We may also
sell notes to an agent, as principal, for resale to investors or other purchasers, and we reserve the right to sell notes to or through
others and directly to investors on our own behalf. We reserve the right to cancel or modify the offer made by this prospectus supplement
and the accompanying prospectus without notice. There is no termination date for the offering. Any offer to purchase notes solicited by
us or by an agent may be rejected by us or the agent in whole or in part. We do not expect that any of the notes will be listed on an
exchange, and a market for any particular series of notes may not develop.
The date of this prospectus supplement is August 12,
2024.
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ANZ Securities |
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Barclays |
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BNP PARIBAS |
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BofA Securities |
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COMMERZBANK |
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Credit Agricole CIB |
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Goldman Sachs & Co. LLC |
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HSBC |
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ING |
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J.P. Morgan |
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MUFG |
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Mizuho Securities |
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Morgan Stanley |
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PNC Capital Markets LLC |
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Rabo Securities |
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RBC Capital Markets |
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SOCIETE GENERALE |
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Standard Chartered Bank |
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TD Securities |
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Truist Securities |
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UniCredit Capital Markets |
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US Bancorp |
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Wells Fargo Securities |
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Westpac Capital Markets
LLC |
TABLE OF CONTENTS
You
should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any pricing supplement. We have not, and the agents have indicated that they have not, authorized anyone to give any
information or make any representation about the offering that is different from, or in addition to, that contained in this prospectus
supplement, the accompanying prospectus and any pricing supplement, the related registration statement or in any of the materials that
we have incorporated by reference into this prospectus supplement, the accompanying prospectus and any pricing supplement. Therefore,
if anyone does give you information of this type, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this prospectus supplement, the accompanying prospectus and any pricing supplement are
unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus
supplement, the accompanying prospectus and any pricing supplement does not extend to you. The information contained in this prospectus
supplement, the accompanying prospectus and any pricing supplement speaks only as of the date of this prospectus supplement, the accompanying
prospectus and any pricing supplement unless the information specifically indicates that another date applies. Our business, financial
condition, results of operations and prospects may have changed since the respective dates of those documents.
References in this prospectus supplement to “McDonald’s,”
“the Company,” “we,” “us,” or “our” are to McDonald’s
Corporation and its consolidated subsidiaries.
The information set forth in this prospectus supplement
is directed to prospective purchasers of notes who are United States (“U.S.”) residents, except to the extent expressly
set forth under “U.S. Tax Considerations.” We disclaim any responsibility to advise prospective purchasers who are residents
of countries other than the United States regarding any matters that may affect the purchase or holding of, or receipt of payment of principal,
any premium, or interest on, the notes. Such persons should consult their financial and legal advisors with regard to those matters.
None of this prospectus supplement, the accompanying
prospectus and any related pricing supplement is a prospectus for the purposes of the Prospectus Regulation (as defined below). This prospectus
supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of notes in
any Member State of the European Economic Area (the “EEA”) will only be made to a legal entity which is a qualified
investor under the Prospectus Regulation (“EEA Qualified Investors”). Accordingly any person making or intending to
make an offer in any Member State of notes that are the subject of the offering contemplated in this prospectus supplement, the accompanying
prospectus and any related pricing supplement may only do so with respect to EEA Qualified Investors. Neither we nor the agents have authorized,
nor do we or they authorize, the making of any offer of notes in the EEA other than to EEA Qualified Investors. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS —
The notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available,
to any retail investor in the EEA. For these purposes, a “retail investor” means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
(ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation
(EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
None of this prospectus supplement, the accompanying
prospectus and any related pricing supplement is a prospectus for the purposes of the UK Prospectus Regulation (as defined below). This
prospectus supplement, the accompanying prospectus and any related pricing supplement have been prepared on the basis that any offer of
notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK
Qualified Investors”). Accordingly any person making or intending to make an offer in the United Kingdom of notes that are the
subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related pricing supplement may
only do so with respect to UK Qualified Investors. Neither we nor the agents have authorized, nor do we or they authorize, the making
of any offer of notes in the UK other than to UK Qualified Investors. The expression “UK Prospectus Regulation” means
Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018,
as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”).
The communication of this prospectus supplement,
the accompanying prospectus, any related pricing supplement and any other document or materials relating to the notes 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. This prospectus supplement, the accompanying
prospectus, any related pricing supplement and such other documents and/or materials are for distribution only to persons who (i) have
professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order
(all such persons together being referred to as "relevant persons"). This prospectus supplement, the accompanying prospectus,
any related pricing supplement and any other document or materials relating to the notes are directed only at relevant persons and must
not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this prospectus supplement,
the accompanying prospectus, any related pricing supplement and any other document or materials relates will be engaged in only with relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying
prospectus, any related pricing supplement and any other document or materials relating to the notes or any of their contents.
PROHIBITION OF SALES TO UK RETAIL INVESTORS —
The notes are not intended to be offered, sold or otherwise made available, and should not be offered, sold or otherwise made available,
to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA; (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) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom
by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of Regulation
(EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the UK PRIIPs Regulation.
MIFID II/ UK MIFIR PRODUCT GOVERNANCE / TARGET
MARKET — The pricing supplement in respect of any notes may include a legend entitled “MiFID II Product Governance”
and/or “UK MiFIR Product Governance”, as applicable, which will outline the target market assessment in respect of the notes
and which channels for distribution of the notes are appropriate. Any person subsequently offering, selling or recommending the notes
(a “distributor”) should take into consideration the target market assessment. However, a distributor subject to MiFID
II and/or the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”),
as applicable, is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue
about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593, as amended (the “MiFID
Product Governance Rules”), and/or the UK MiFIR Product Governance Rules, as applicable, any agent subscribing for any notes
is a manufacturer in respect of such notes, but otherwise neither the agents nor any of their respective affiliates will be a manufacturer
for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR Product Governance Rules, as applicable. We make no representation
or warranty as to any manufacturer’s or distributor’s compliance with the MiFID Product Governance Rules and/or the UK
MiFIR Product Governance Rules, as applicable. We make no representation or warranty as to any manufacturer’s or distributor’s
compliance with the MiFID Product Governance Rules or the UK MiFIR Product Governance Rules, as applicable.
RISK FACTORS
Your investment in the notes involves certain risks.
In consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following discussion
of risks before deciding whether an investment in the notes is suitable for you.
You should consult with your own financial and
legal advisers as to the risks involved in an investment in the notes and to determine whether the notes are a suitable investment for
you. The notes may not be a suitable investment for you if you are unsophisticated with respect to the significant elements of the notes
or financial matters. Notes denominated or payable in a foreign currency are not an appropriate investment for investors who are unsophisticated
with respect to foreign currency transactions. Indexed notes are not an appropriate investment for investors who are unsophisticated with
respect to the type of index or formula used to determine the amount payable. Floating rate notes are not an appropriate investment for
investors who are unsophisticated with respect to the specific procedures used to determine the interest rate of such notes. The pricing
supplement for a particular issuance of notes may describe additional information and risks applicable to those notes.
Risks Related to the Company
We are subject to various operating and other risks
as a result of the nature of our operations and the marketplace in which we operate. Many of these risks are beyond our control and pose
challenges to our business, operations, revenues, net income and cash flows. For a discussion of some of these risks, see “Risk
Factors” in our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q, as well as any
subsequent periodic or current report filed with the U.S. Securities and Exchange Commission (the “SEC”) that includes
“Risk Factors” or that discusses such risks. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also materially and adversely affect our business, financial condition or results of operations.
Risks Related to the Notes
The limited covenants applicable to the notes may not provide
protection against some events or developments that may affect our ability to repay the notes or the trading prices for the notes.
The indenture governing the notes, among other
things, does not:
| · | require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly,
does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results
of operations; |
| · | limit our ability to incur indebtedness, including secured indebtedness (subject to compliance with the lien covenant), that is senior
to or equal in right of payment to the notes; |
| · | limit our subsidiaries’ ability to incur secured (subject to compliance with the lien covenant) or unsecured indebtedness, which
would be structurally senior to the notes; |
| · | restrict our ability to repurchase or prepay our securities; or |
| · | restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or
other securities ranking junior to the notes. |
For these reasons, you should not consider the
lien or merger and consolidation covenants in the indenture as significant factors in evaluating whether to invest in the notes.
An active trading market may not develop for the notes.
There currently is no established trading market
in which the notes can be resold. Unless otherwise provided in the applicable pricing supplement, we do not intend to apply to list the
notes on any securities exchange or include the notes in any automated quotation system. From time to time, certain of the agents may
make a market in the notes as permitted by applicable laws and regulations. However, the agents are not obligated to make a market in
the notes and may discontinue their market-making activities at any time without notice. If a liquid market for the notes is developed,
it may not be maintained and, if such market is maintained, it may not be sufficiently liquid to allow you to resell your notes if or
when you want to or at a price that you consider acceptable. Even if you are able to sell your notes, there are many factors that may
affect the trading market or market value of the notes. Some of these factors, which are mentioned below, are interrelated. As a result,
the effect of any one factor may be offset or magnified by the effect of another factor. These factors include:
| · | the complexity and volatility of any index or formula applicable to the notes; |
| · | the method of calculating the principal, premium and interest for the notes; |
| · | the time remaining to the maturity of the notes; |
| · | the outstanding amount of the notes; |
| · | the redemption or repayment features, if any, of the notes; |
| · | rates of interest prevailing in the markets; |
| · | the amount of other debt securities linked to any index or formula applicable to the notes; |
| · | the market for similar securities; |
| · | the level, direction and volatility of market interest rates generally and other conditions in the credit markets, including the degree
of liquidity in the credit markets generally; |
| · | fluctuations in exchange rates between your currency and the specified currency in which notes are denominated; |
| · | the credit rating(s) we are assigned; and |
| · | our financial condition, liquidity, results of operations and prospects and general economic conditions. |
In addition, because some notes may be designed for specific investment
objectives or strategies, such notes may have a more limited trading market and/or experience more price volatility than conventional
debt securities.
The risks relating to a lack of an established
trading market and/or a limited secondary market are heightened for notes that use any new market rate or method for determining an interest
rate because market terms for such notes, such as the applicable “spread” or “spread multiplier,” may evolve over
time and, as a result, trading prices of such notes may be lower than those of later-issued notes that are linked to such market rate.
Similarly, if such new market rate or method for determining an interest rate does not prove to be widely used in similar debt securities,
the trading price of such notes may be lower than that of debt securities that are linked to rates that are more widely used. Investors
in notes that use any new market rate or method for determining an interest rate may not be able to sell their notes at all or may not
be able to sell their notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary
market. Further, investors wishing to sell such notes in the secondary market will have to make assumptions as to the future performance
of such market rate during the applicable period in which they intend the sale to take place. As a result, investors may suffer from increased
pricing volatility and market risk.
If your investment activities are subject to legal
investment laws and regulations, you may not be able to invest in certain types of notes or your investment in them may be limited. You
should review and consider any applicable restrictions before investing in the notes.
You should not purchase notes unless you understand
and know you can bear the foregoing investment risks. In evaluating the notes, you should assume that you will be holding the notes until
their maturity.
The credit ratings assigned to us and the notes may not reflect
all risks of an investment in the notes.
The credit ratings assigned to us represent the
rating agencies’ assessments regarding our credit quality and are not a guarantee of quality. Credit ratings are not recommendations
to buy, sell or hold securities and are subject to revision or withdrawal at any time by the assigning rating agency. Each rating agency
may have different criteria for evaluating credit risk, and therefore ratings should be evaluated independently for each rating agency.
The
credit ratings assigned to the notes will reflect the rating agencies’ assessments of our ability to make payments on the notes
when due. Consequently, real or anticipated changes in these credit ratings will generally affect the market value of the notes. These
credit ratings, however, may not reflect the potential impact of all structural risks, market risks, the other factors discussed herein
or incorporated by reference herein or other factors related to the value of the notes, including the possibility that payments on indexed
notes and floating rate notes may be less than anticipated because of changes in the specified index or base rate, respectively.
Therefore, the ratings assigned to us and the notes may not fully reflect the risks of an investment in the notes.
The notes will be structurally subordinated to all obligations
of our existing and future subsidiaries.
The notes will not be guaranteed by any of our
subsidiaries, and our subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the notes or to make any
funds available to pay those amounts, whether by dividend, distribution, loan or other payment. Thus, the notes will be structurally subordinated
to all indebtedness and other obligations of any subsidiary, including any guarantees issued by such subsidiaries, such that in the event
of bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up of any such subsidiary, all of that subsidiary’s
creditors (including secured creditors and trade creditors) would be entitled to payment in full out of that subsidiary’s assets
before we would be entitled to any payment. The indenture does not contain any limitations on the ability of our subsidiaries to incur
or guarantee additional unsecured indebtedness or the amount of other unsecured liabilities, such as trade payables, that may be incurred
or guaranteed by these subsidiaries.
If you purchase redeemable notes, redemption may adversely affect
your return on the notes, and you will have reinvestment risks.
If your notes are redeemable at our option, we
may choose to redeem your notes, in whole or in part at any time and from time to time, at the redemption price described in the applicable
pricing supplement. Consequently, we may choose to redeem your notes at times when prevailing interest rates are lower than the interest
rate paid on your notes. As a result, you may not be able to reinvest the redemption proceeds in a comparable debt instrument at an effective
interest rate or yield as high as the interest rates or yield on your notes being redeemed. This may also be the case for any mandatory
redemption of your notes. For this reason, an optional or mandatory redemption feature can affect the market value of your notes. Our
redemption right also may adversely impact your ability to sell your notes as the redemption date approaches.
An increase in interest rates could result in a decrease in the
relative value of the notes.
In general, as market interest rates rise, notes
bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently,
if you purchase the notes and market interest rates increase, the market values of your notes may decline. We cannot predict the future
level of market interest rates.
An investment in notes indexed to interest rate, currency or
other indices or formulas entails special risks.
An investment in notes where the principal, premium
or interest is determined by reference to interest rate, currency or other indices or formulas will entail significant risks not associated
with an investment in conventional fixed or floating rate notes. Examples of this type of note are notes where any or all of the principal,
premium and interest is indexed to one or more:
| · | currencies, including exchange rates and swap indices between currencies; |
| · | commodities or stocks; or |
| · | other indices or formulas specified in a particular pricing supplement. |
The risks from this type of investment include
the possibility that the index or indices may fluctuate significantly and therefore (1) you will receive a lower amount of, or no,
principal, premium or interest and at different times than you expected and (2) the secondary market for indexed notes will be negatively
affected by a number of factors, independent of our creditworthiness. Such factors include the volatility of the index selected, the time
remaining to the maturity of the notes, the amount outstanding of the notes and market interest rates. We have no control over a number
of factors affecting this type of note, including economic, financial and political events that are important in determining the existence,
magnitude and longevity of these risks and their results. In addition, if an index or formula used to determine the amount of principal,
premium or interest payable in respect of a note contains a multiple or leverage factor, the effect of any change in the index or formula
will be magnified. In recent years, particular interest rates and indices have been highly volatile and this volatility may be expected
to continue in the future. However, past experience is not necessarily indicative of what may happen in the future and the historical
experience of an index should not be taken as an indication of its future performance. Accordingly, you should consult your own financial
and legal advisors as to the risk entailed by an investment in indexed notes.
Tax consequences of holding the notes may vary.
The tax consequences to you of owning and disposing
of the notes may vary depending on the terms of the notes and your particular status and circumstances. You should consult with your own
tax adviser about the U.S. federal, state, local and foreign tax consequences to you of owning and disposing of the notes.
The agents and their affiliates may publish research reports,
express opinions or provide recommendations that could affect the market value of any notes we may issue.
The agents and their affiliates may publish research
reports from time to time on financial markets and other matters that may influence the value of the notes or express opinions or provide
recommendations that are inconsistent with investing in or holding the notes. The agents and their affiliates may have published or may
publish research reports or other opinions with respect to movements in interest rates generally. Any research reports, opinions or recommendations
expressed by the agents and/or any of their affiliates may not be consistent with each other and may be modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the notes. Any of these activities
may affect the market value of the notes. Investors should make their own independent investigation of the merits of investing in the
notes and the interest rate to which the notes may be linked.
Risks Related to Floating Rate Notes
Floating rate notes have risks that conventional fixed rate notes
do not.
Because the interest rate of floating rate notes
may be based upon Compounded SOFR (as defined below), the Federal Funds Rate, the Prime Rate, the Treasury Rate or other such interest
rate basis or interest rate formula or combination of rates as specified in the applicable pricing supplement, there will be significant
risks not associated with conventional fixed rate notes. These risks include fluctuation of the interest rates and the possibility that
you will receive a lower amount of interest in the future as a result of such fluctuations. We have no control over various matters that
are important in determining the existence, magnitude and longevity of these risks, including economic, financial and political events.
Secured
Overnight Financing Rate (“SOFR”) (including Compounded SOFR) is a relatively new reference rate and
its composition and characteristics are not the same as LIBOR.
On June 22, 2017, the Alternative Reference
Rates Committee (the “ARRC”) convened by the Board of Governors of the Federal Reserve System and the Federal Reserve
Bank of New York identified the SOFR as the rate that, in the consensus view of the ARRC, represented best practice for use in certain
new U.S. dollar derivatives and other financial contracts. SOFR is a broad measure of the cost of borrowing cash overnight collateralized
by U.S. Treasury securities, and has been published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve
Bank of New York has also begun publishing historical indicative Secured Overnight Financing Rates from 2014, although such historical
indicative data inherently involves assumptions, estimates and approximations.. Investors should not rely on any historical changes or
trends in SOFR as an indicator of future changes in SOFR.
The composition and characteristics of SOFR are
not the same as those of the London Interbank Offered Rate (“LIBOR”), and SOFR is fundamentally 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 forward-looking rate 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 at any time, including, without
limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial,
political, regulatory, judicial 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 fall. There can be no assurance that the interest rate basis or SOFR will be positive.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes
in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. Although changes in Compounded
SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of any floating rate notes
for which the interest rate is based on SOFR may fluctuate more than floating rate debt securities that are linked to less volatile rates.
In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market. The Federal Reserve
Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds
rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations
in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the
cessation of such operations to the extent they are commenced, is uncertain and could be materially adverse to investors in any floating
rate notes for which the interest rate is based on SOFR.
We may issue floating rate notes for which the interest rate
is based on a Compounded SOFR rate and the SOFR Index, both of which are relatively new in the marketplace.
We may issue floating rate notes for which the
interest rate is based on Compounded SOFR, which is calculated using the SOFR Index (as defined below) published by the Federal Reserve
Bank of New York according to the specific formula described under “Description of Notes—Floating Rate Notes—Compounded
SOFR Notes,” not the SOFR rate published on or in respect of a particular date during the applicable interest period or an arithmetic
average of SOFR rates during such period. For this and other reasons, the interest rate on any such floating rate notes during any applicable
interest period will not necessarily be the same as the interest rate on other SOFR-linked investments that use an alternative basis to
determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during an interest period is negative,
its contribution to the SOFR Index will be less than one, resulting in a reduction to Compounded SOFR used to calculate the interest payable
on such floating rate notes on the applicable interest payment date for such interest period.
Limited market precedent exists for securities
that use SOFR as the interest rate, and the method for calculating an interest rate based upon SOFR in those precedents varies. In addition,
the Federal Reserve Bank of New York only began publishing the SOFR Index on March 2, 2020. Accordingly, the use of the SOFR Index
or the specific formula for the Compounded SOFR rate described under “Description of Notes—Floating Rate Notes—Compounded
SOFR Notes,” may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method,
that would likely adversely affect the liquidity and market value of any floating rate notes we issue for which the interest rate is based
on Compounded SOFR and the SOFR Index.
Compounded SOFR with respect to a particular interest period
will only be capable of being determined near the end of the relevant interest period.
As described below under “Description of
Notes—Floating Rate Notes— Compounded SOFR Notes,” if we issue floating rate notes for which the interest rate is based
on Compounded SOFR, the level of Compounded SOFR applicable to a particular interest period and, therefore, the amount of interest payable
with respect to such interest period, will be determined on the applicable interest determination date for such interest period. Because
each such date is near the end of such interest period, you will not know the amount of interest payable with respect to a particular
interest period until shortly prior to the related interest payment date, and it may be difficult for you 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 we issue without changes to their information technology systems, both of which could adversely impact the liquidity
and trading price of any floating rate notes we issue for which the interest rate is based on Compounded SOFR.
The SOFR Index may be modified or discontinued, which may adversely
affect the return on your SOFR-based notes and the price at which you can sell your SOFR-based notes in the secondary market, if one exists.
The SOFR Index is published by the Federal Reserve
Bank of New York based on data received by it from sources other than us, and we have no control over its methods of calculation, publication
schedule, rate revision practices or availability of the SOFR Index at any time. There can be no guarantee, particularly given its relatively
recent introduction, that the SOFR Index will not be discontinued or fundamentally altered in a manner that is materially adverse to the
interests of investors in any SOFR-based floating rate notes that we issue. If the manner in which the SOFR Index is calculated, including
the manner in which SOFR is calculated, is changed, that change may result in a reduction in the amount of interest payable on any SOFR-based
floating rate notes we have issued and the trading prices of such floating rate notes. In addition, the Federal Reserve Bank of New York
may withdraw, modify or amend the published SOFR Index or SOFR data in its sole discretion and without notice. Unless the terms of a particular
issue of floating rate notes specify otherwise, the interest rate for any interest period with respect to SOFR-based floating rate notes
that we issue will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of
New York may publish after the interest rate for that interest period has been determined.
If we or our designee determine that a Benchmark Transition Event
and its related Benchmark Replacement Date (each, as defined below) have occurred in respect of the SOFR Index (for any Compounded SOFR
Notes), any SOFR-based floating rate notes we issue may bear interest by reference to a rate other than Compounded SOFR, which could adversely
affect the value of such floating rate notes.
If we or our designee determine that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred in respect of the SOFR Index (for any Compounded SOFR Notes),
then the interest rate on any SOFR-based floating rate notes we have issued will no longer be determined by reference to the SOFR Index,
but instead will be determined by reference to a different rate, plus a spread adjustment, which we refer to as a “Benchmark Replacement,”
as further described under “Description of Notes—Floating Rate Notes—Compounded SOFR Notes.”
If a particular Benchmark Replacement or Benchmark
Replacement Adjustment (as defined below) cannot be determined, then the next available Benchmark Replacement or Benchmark Replacement
Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental
Body (as defined herein), (ii) the International Swaps and Derivatives Association (“ISDA”), (iii) in certain
circumstances, us or our designee or (iv) as otherwise specified pursuant to the terms of the applicable issue of floating rate notes.
In addition, unless the terms of a particular issue of floating rate notes specify otherwise, the terms of any SOFR-based floating rate
notes we issue will expressly authorize us or our designee to make Benchmark Replacement Conforming Changes (as defined below) with respect
to, among other things, changes to the definition of “interest period,” the timing and frequency of determining rates and
making payments of interest, the rounding of amounts or tenors and other administrative matters. The determination of a Benchmark Replacement,
the calculation of the interest rate on any SOFR-based floating rate notes by reference to a Benchmark Replacement (including the application
of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions
or elections that may be made under the terms of any SOFR-based floating rate notes we issue in connection with a Benchmark Transition
Event, could adversely affect the value of such floating rate notes, the return on such floating rate notes and the price at which you
can sell such floating rate notes.
In addition:
| · | the composition and characteristics of the Benchmark Replacement will not be the same as those of Compounded SOFR, the Benchmark Replacement
may not be the economic equivalent of Compounded SOFR, there can be no assurance that the Benchmark Replacement will perform in the same
way as Compounded SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute
for Compounded SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of any SOFR-based floating
rate notes we issue, the return on any such floating rate notes and the price at which you can sell any such floating rate notes); |
| · | any failure of the Benchmark Replacement to gain market acceptance could adversely affect any SOFR-based floating rate notes we issue; |
| · | the Benchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement may not be predicted
based on historical performance; |
| · | the secondary trading market for any floating rate notes we issue that are linked to the Benchmark Replacement may be limited; and |
| · | the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue
the Benchmark Replacement and has no obligation to consider your interests in doing so. |
We or our designee will make certain determinations with respect
to floating rate notes we issue, which determinations may adversely affect such floating rate notes.
We or our designee, which may include a calculation
agent that we appoint prior to the issuance of any floating rate notes, will make certain determinations with respect to certain floating
rate notes that we may issue as further described under “Description of Notes—Floating Rate Notes.” For example, if
a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, we or our designee will make certain determinations
with respect to any SOFR-based floating rate notes we have issued in our or our designee’s sole discretion as further described
under “Description of Notes—Floating Rate Notes—Compounded SOFR Notes.”
For example, pursuant to these provisions, the
interest rate on SOFR-based floating rate notes may be determined by reference to a Benchmark Replacement even if the applicable SOFR-based
rate continues to be published. As a result, the interest rate on such floating rate notes may be higher or lower than the applicable
SOFR-based rate so long as such rate continues to be published, and the return on, value of and market for such floating rate notes may
be adversely affected.
Any determination, decision or election pursuant
to the benchmark replacement provisions not made by our designee will be made by us. Any of these determinations may adversely affect
the value of such floating rate notes, the return on such floating rate notes and the price at which you can sell such floating rate notes.
Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as with respect to
Compounded SOFR or the occurrence or nonoccurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. These
potentially subjective determinations may adversely affect the value of any such floating rate notes, the return on any such floating
rate notes and the price at which you can sell such floating rate notes. For further information regarding these types of determinations,
see “Description of Notes—Floating Rate Notes—Compounded SOFR Notes.”
Hedging and trading activities by us, the agents and their affiliates
may adversely affect your return on the notes and the value of the notes.
We, the agents and/or any of their affiliates may
carry out activities to mitigate their risks related to notes that are linked to an interest rate, currency, index or formula. In particular,
on or prior to the date of the applicable pricing supplement, we, the agents, and/or any of their affiliates may have hedged their anticipated
exposure in connection with some of the notes by taking positions in assets (or options or futures contracts on such assets) that relate
to a linked interest rate, currency, index or formula or in other instruments that we or they, as applicable, deem appropriate in connection
with such hedging. These trading activities, however, could potentially alter the level of a linked interest rate, linked currency, linked
index or linked formula and/or the underlying asset(s) that relate to such linked interest rate, linked currency, linked index or
linked formula and, therefore, the value of the notes.
Should they enter into any hedge position in respect
of the notes, such agents and/or their affiliates are likely to modify that hedge position throughout the term of the notes by purchasing
and selling underlying asset(s) (or options or futures contracts on the underlying asset(s)) that relate to a linked interest rate,
linked currency, linked index or linked formula or other instruments that they deem appropriate. Neither we, the agents nor any of their
affiliates can give any assurance that our or their hedging or trading activities will not affect the level of a linked interest rate,
linked currency, linked index or linked formula or the underlying asset(s) that relate to such linked interest rate, linked currency,
linked index or linked formula. It is also possible that we, the agents and any of their affiliates could receive substantial returns
from these hedging activities while the value of the notes may decline.
We, the agents and/or any of their affiliates may
also engage in trading the underlying asset(s) (or options or futures contracts on the underlying asset(s)) that relate to a linked
interest rate, linked currency, linked index or linked formula or options or futures on such linked interest rate, linked currency, linked
index or linked formula on a regular basis, including, with respect to the agents and/or any of their affiliates, as part of their general
broker-dealer activities and other businesses, for proprietary accounts, for other accounts under management or to facilitate transactions
for customers, including through block transactions. Any of these activities could adversely affect the level of a linked interest rate,
linked currency, linked index or linked formula, the underlying asset(s) that relate to such linked interest rate, linked currency,
linked index or linked formula and, therefore, the value of the notes linked to such interest rate, currency, index or formula.
We, the agents and/or any of their affiliates may
also issue or underwrite other notes or financial or derivative instruments with returns linked or related to changes in the value of
a linked interest rate, linked currency, linked index or linked formula or the underlying asset(s) that relate to such linked interest
rate, linked currency, linked index or linked formula. By introducing competing products into the marketplace in this manner, we, the
agents and any of their affiliates could adversely affect the value of the notes.
Risks Related to Foreign Currency Notes
Investment in foreign currency notes entails significant risks
that are not associated with an investment in a debt security denominated and payable in U.S. dollars.
If you invest in notes that are denominated and/or
payable in a currency or basket of currencies other than U.S. dollars (“foreign currency notes”), you will be subject
to significant risks that are not associated with an investment in a debt security denominated and payable in U.S. dollars. These risks
include the possibility of significant changes in rates of exchange between the U.S. dollar and such currency and the possibility that
either the U.S. or foreign governments will impose or modify foreign exchange controls. These risks generally depend on factors over which
we have no control, such as economic and political events and the supply of and demand for the relevant currencies. Moreover, if payments
on your foreign currency notes are determined by reference to a formula containing a multiplier or leverage factor, the effect of any
change in the exchange rates between the applicable currencies will be magnified. In recent years, rates of exchange between the U.S.
dollar and certain currencies have been highly volatile, and you should be aware that volatility may occur in the future. Fluctuations
in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that
may occur during the term of any note. Depreciation of your payment currency would result in a decrease in the U.S. dollar equivalent
yield of your foreign currency notes, in the U.S. dollar equivalent value of payments made on your foreign currency notes and, generally,
in the U.S. dollar equivalent market value of your foreign currency notes.
Governmental exchange controls could affect exchange
rates and the availability of your payment currency on a required payment date. Even if there are no exchange controls, it is possible
that your payment currency will not be available on a required payment date due to circumstances beyond our control or because the payment
currency is no longer in use. In such cases, we will be allowed to satisfy our obligations on your foreign currency notes in U.S. dollars.
See “Special Provisions Relating to Foreign Currency Notes.”
The information set forth in this prospectus supplement
with respect to foreign currency risks is general in nature. We disclaim any responsibility to advise prospective purchasers of foreign
currency notes with respect to any matters that may affect the purchase, holding or receipt of payments of principal or premium, if any,
and interest on such notes. Such persons should consult their own counsel with regard to such matters.
Foreign exchange rate fluctuations may affect your realized value
of any court-awarded judgment.
The
notes will be governed by, and construed in accordance with, the internal laws of the State of Illinois. Courts in the United States,
including state and federal courts situated in Illinois, have increasingly started to render judgments for money damages denominated in
currencies other than the U.S. dollar when the currency of the underlying transaction is a currency other than the U.S. dollar. Illinois
has adopted the Uniform Foreign-Money Claims Act, and a state court in the State of Illinois may, at the request of the claimant, render
a judgment in respect of a foreign currency note in the specified currency. The payor may, however, elect to pay the judgment in U.S.
dollars calculated as of the banking day immediately preceding the date on which the money is paid to the claimant. You may still experience
foreign exchange rate fluctuations based on the amount of time a court may take to adjudicate your claim and for you to receive payment
of an award, if any. Other costs may still be assessed in U.S. dollars, and foreign exchange rates may not be favorable to you if, at
the time that you receive a foreign currency judgment or other U.S. dollars awarded, you desire to convert the funds into another currency.
It is not certain, however, whether a non-Illinois state court would follow the same rules and procedures with respect to
conversion of foreign currency judgments.
CAPITALIZATION
The following table sets forth the capitalization
of the Company and its consolidated subsidiaries at June 30, 2024.
| |
June 30, 2024 | |
| |
Outstanding | |
| |
(in millions of U.S. dollars) | |
Short-term debt, including current portion of long-term debt | |
$ | --- | |
Long-term debt, less current portion | |
| 38,524 | |
Shareholders’ equity (deficit) | |
| (4,824 | ) |
Total capitalization | |
$ | 33,700 | |
IMPORTANT CURRENCY INFORMATION
You are required to pay for each note in the currency
specified by us. You may ask an agent, if applicable, to use its reasonable efforts to arrange for the exchange of U.S. dollars into the
specified currency to enable you to pay for such note. You must make this request on or before the fifth Business Day preceding the delivery
date for such note or by a later date if allowed by the agent. Each exchange will be made on the terms and conditions established by the
agent, if applicable, and all costs will be paid by you. There can be no assurances that you will be able to convert such currencies into
U.S. dollars on a timely basis or at all.
DESCRIPTION OF NOTES
The following description of terms of the notes
supplements the general description of the debt securities provided in the accompanying prospectus. However, the pricing supplement and
any free writing prospectus for each offering of notes will contain the specific information and terms for that offering. The pricing
supplement and any free writing prospectus may also add, update or change information contained in this prospectus supplement or the accompanying
prospectus. If the information in the pricing supplement or any such free writing prospectus differs from this prospectus supplement,
the pricing supplement or free writing prospectus, as the case may be, will control. It is important for you to consider the information
contained in the accompanying prospectus, this prospectus supplement, the pricing supplement and any free writing prospectus in making
your investment decision.
General
We will issue the notes as a single series of debt
securities under the Senior Indenture. We may use this prospectus supplement to offer an indeterminate aggregate initial public offering
price of notes. If payments on any notes must be made in the currency of a country that adopts the euro subsequent to the issuance of
the notes, then we may redenominate all of those notes into euro by giving holders notice of the redenomination as described below under
“—Redenomination.”
The notes will be issued in fully registered form
only, without coupons.
Each note will be issued either as a “book-entry”
note, represented by a permanent global note registered in the name of The Depository Trust Company (“DTC”), or its
nominee, or as a certificate issued in temporary or definitive form. Except as described below under “—Book-Entry System,”
book-entry notes will not be issuable in certificated form.
Unless otherwise described in the applicable pricing
supplement, the authorized denominations for notes denominated in U.S. dollars will be $1,000 and any larger amount that is a multiple
of $1,000. The authorized denominations of notes denominated in some other specified currency will be described in the applicable pricing
supplement.
Each note will mature on any day from one year
to 60 years from its date of issue. However, each note may also be subject to redemption at our option or repayment at the option of the
holder, as described in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing
supplement, the notes will be denominated in, and payments of principal, premium, if any, and/or interest, if any, in respect of the notes
will be made in, U.S. dollars. The notes also may be denominated in, and payments of principal, premium, if any, and/or interest, if any,
in respect of the notes may be made in one or more foreign currencies. See “Special Provisions Relating to Foreign Currency Notes—Payment
of Principal, Premium, if any, and Interest, if any.” The currency in which notes are denominated (or, if that currency is no longer
legal tender for the payment of public and private debts in the country issuing that currency or, in the case of euro, in the member states
of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended,
the currency which is then legal tender in the related country or in the adopting member states of the European Union, as the case may
be) is referred to as the “specified currency” with respect to the particular note. References to “U.S. dollars”
or “$” are to the lawful currency of the United States of America.
You will be required to pay for your notes in the
specified currency. At the present time, there are limited facilities in the United States for the conversion of U.S. dollars into foreign
currencies and vice versa, and commercial banks do not generally offer non-U.S. dollar checking or savings account facilities in the United
States. The agent from or through which a foreign currency note is purchased, if applicable, may be prepared to arrange for the conversion
of U.S. dollars into the specified currency in order to enable you to pay for your foreign currency note, provided that you make a request
to that agent on or prior to the fifth Business Day preceding the date of delivery of the particular foreign currency note, or by any
other day determined by that agent. Each conversion will be made by an agent, if applicable, on the terms and subject to the conditions,
limitations and charges as that agent may from time to time establish in accordance with its regular foreign exchange practices. You will
be required to bear all costs of exchange in respect of your foreign currency note. See “Special Provisions Relating to Foreign
Currency Notes.”
The pricing supplement or any free writing prospectus
relating to notes will describe the following terms:
| · | whether the note is a fixed rate note and, if so, the rate per year at which it will bear interest, if any, and the dates on which
interest will be payable if other than February 15 and August 15; |
| · | whether the note is a floating rate note and, if so, the base rate, the initial interest rate, the interest reset period, the interest
payment dates, the Index Maturity, the maximum interest rate, if any, the minimum interest rate, if any, the Spread and/or Spread Multiplier,
if any, and any other terms relating to the particular method of calculating the interest rate for the note; |
| · | whether the note is an indexed note and, if so, the manner in which principal or interest will be determined; |
| · | whether the note is an amortizing note; |
| · | the original issue date; |
| · | the stated maturity date; |
| · | whether the note is an Original Issue Discount Note; |
| · | whether the note may be redeemed at our option, or repaid at the holder’s option, prior to the stated maturity date as described
further under “—Optional Redemption, Repayment and Repurchase” below, and if so, the terms of the redemption or repayment;
and |
| · | any other terms that do not conflict with the provisions of the Senior Indenture. |
Interest rates that we offer with respect to the
notes may differ depending on, among other things, the aggregate principal amount of the notes purchased in any single transaction.
Notes with different variable terms other than
interest rates may also be offered concurrently to different investors. We may, from time to time, change interest rates or formulas and
other terms of notes, but no change of terms will affect any note we have previously issued or as to which we have accepted an offer to
purchase.
Except as described in this prospectus supplement,
there are no covenants specifically designed to protect you against a reduction in our creditworthiness in the event of a highly leveraged
transaction or to prohibit other transactions that may adversely affect you.
Payment of Principal, Premium, if any, and Interest, if any
We will make payments of principal, premium, if
any, and interest, if any, on book-entry notes through the Trustee to DTC. Beneficial owners will be paid in accordance with DTC’s
and its participants’ procedures. See “—Book-Entry System.”
If the note is a certificated security, U.S. dollar
payments of interest on notes are generally payable to the person in whose name the note is registered at the close of business on the
record date before each interest payment date. However, interest will be payable at Maturity to the person to whom principal is payable.
The first interest payment on any note originally issued between a record date and an interest payment date or on an interest payment
date will be made on the interest payment date after the next record date. If you hold at least $10 million (or the equivalent thereof
in a specified currency other than U.S. dollars) in aggregate principal amount of notes of like tenor and term, you will be entitled to
receive your U.S. dollar interest payments by wire transfer, but only if the paying agent has received your wire transfer instructions
not later than 15 days before the applicable interest payment date. Simultaneously with your election to receive payments in a currency
other than U.S. dollars, as discussed earlier, you must provide wire transfer payment instructions to the paying agent, and all payments
made in that currency will be made by wire transfer to an account maintained by you with a bank located outside the United States. Any
payment due at Maturity will be paid in immediately available funds upon surrender of your note at the agency office of the paying agent
located in East Syracuse, New York. The agency office for The Bank of New York Mellon Trust Company, N.A. is located at The Bank
of New York Mellon, 111 Sanders Creek Parkway, East Syracuse, New York 13057.
Unless otherwise specified in the applicable pricing
supplement, if the principal of any Original Issue Discount Note is declared to be due and payable immediately as described under “Description
of Debt Securities—Events of Default” in the accompanying prospectus, the amount of principal due and payable will be limited
to the principal amount of the note multiplied by the sum of its issue price (expressed as a percentage of the principal amount) plus
the original issue discount amortized from the date the note was issued to the date of declaration, which amortization shall be calculated
using the “interest method” (computed in accordance with generally accepted accounting principles in effect on the date of
declaration).
Unless otherwise specified in the applicable pricing
supplement, the record date for any interest payment date for a floating rate note will be the date (whether or not a Business Day) 15
calendar days immediately before the interest payment date, and for a fixed rate note will be February 1 or August 1 (whether
or not a Business Day) immediately before the interest payment date or Maturity, as the case may be.
Interest payments on the notes will equal the amount
of interest accrued from, and including, the immediately preceding interest payment date on which interest was paid or made available
for payment (or from and including the date of issue, if no interest has been paid) to, but excluding, the related interest payment date
or Maturity, as the case may be.
For information on payment of principal and interest
of foreign currency notes, see “Special Provisions Relating to Foreign Currency Notes.”
Optional Redemption, Repayment and Repurchase
The pricing supplement for a note will indicate
whether we will have the option to redeem the note before Maturity and the price and date or dates on which redemption may occur. If we
are allowed to redeem a note, we may exercise the option by causing the Trustee or the paying agent to mail notice of redemption to the
holders at least 10 but not more than 45 days before the redemption date. Any such redemption of the note may, at our option, be subject
to one or more conditions precedent. Any related written notice of redemption shall describe the conditions precedent and, at our option,
shall indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent shall not have
been satisfied or waived. We shall be solely responsible for determining whether any such conditions precedent have been satisfied or
waived and in the event of any delay or rescission of redemption, written notice shall be provided by the date of redemption. If a note
is only redeemed in part, we will issue a new note or notes for the unredeemed portion.
The pricing supplement relating to a note will
also indicate whether you will have the option to elect repayment by us prior to Maturity and the price and the date or dates on which
repayment may occur.
For a note to be repaid, the paying agent must
receive, at least 30 but not more than 45 days prior to an optional repayment date, such note with the form entitled “Option to
Elect Repayment” on the reverse of the note completed. You may also send the paying agent a facsimile or letter from a member of
a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the
United States describing the particulars of the repayment, including a guarantee that the note and the form entitled “Option to
Elect Repayment” will be received by the paying agent no later than five Business Days after such facsimile or letter. If you present
a note for repayment, that act will be irrevocable. You may exercise the repayment option for less than the entire principal of the note,
provided the remaining principal outstanding is an authorized denomination. If you elect partial repayment, your note will be cancelled,
and we will issue a new note or notes for the remaining amount.
DTC or its nominee will be the holder of each global
note and will be the only party that can exercise a right of repayment. If you are a Beneficial Owner of a global note and you want to
exercise your right of repayment, you must instruct your broker or Indirect Participant through which you hold your interest to notify
DTC. You should consult your broker or such Indirect Participant to discuss the appropriate cut-off times and any other requirements for
giving this instruction.
Regardless of anything in this prospectus supplement
to the contrary, if a note is an Original Issue Discount Note (other than an indexed note), the amount payable in the event of redemption
or repayment prior to Maturity will be the amortized face amount on the redemption or repayment date, as the case may be. The amortized
face amount of an Original Issue Discount Note will be equal to (1) the issue price plus (2) that portion of the difference
between the issue price and the principal amount of the note that has accrued at the yield to maturity described in the pricing supplement
(computed in accordance with generally accepted U.S. bond yield computation principles) by the redemption or repayment date. However,
in no case will the amortized face amount of an Original Issue Discount Note exceed its principal amount.
We may at any time purchase notes at any price
in the open market or otherwise. We may hold, resell or surrender for cancellation any notes that we purchase.
Transfer of Notes
Book-entry notes may be transferred or exchanged
only through DTC. See “—Book-Entry System.” Registration of transfer or exchange of certificated notes will be made
at the office or agency maintained by the Trustee for this purpose in the Borough of Manhattan, New York City, currently the corporate
trust office of the Trustee. No service charge will be imposed for any such registration of transfer or exchange of notes, but we may
require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with such transfer
or exchange (other than certain exchanges not involving any transfer).
Listing
Unless otherwise specified in the applicable pricing
supplement, the notes will not be listed on, or admitted to trading on or by, any stock exchanges and/or markets within or outside the
United States. No note will have an established trading market when issued. A market for any particular issue of notes may not develop.
Other Provisions; Addenda
Any provisions with respect to the notes, including
the determination of an interest rate basis, the specification of interest rate basis, the calculation of the interest rate applicable
to a floating rate note, the Interest Payment Dates, the stated maturity, any redemption or repayment provisions or any other matters
may be modified as specified under “Other Provisions” on the face of the note or in an addendum to the note and in the applicable
pricing supplement.
Fixed Rate Notes
Each fixed rate note will bear interest from the
date it is originally issued, or from the last interest payment date to which interest has been paid or duly provided for, to, but excluding,
the next interest payment date, at the rate per year stated on its face until the principal amount is paid or made available for payment.
Unless otherwise set forth in the applicable pricing supplement, we will pay interest on each fixed rate note semiannually in arrears
on each February 15 and August 15 and at Maturity. Each payment of interest on an interest payment date will include interest
accrued to, but excluding, that interest payment date. Unless otherwise specified in the applicable pricing supplement, interest on fixed
rate notes will be computed using a 360-day year of twelve 30-day months.
If any payment date for a fixed rate note falls
on a day that is not a Business Day, we will make the payment on the next Business Day, without additional interest.
Floating Rate Notes
General
Each note will not bear any interest or will bear
interest from and including the Issue Date at the rate per annum or, in the case of a floating rate note, pursuant to the interest rate
formula (the “interest rate basis or bases”) stated in the applicable note and in the applicable pricing supplement
until the principal of the note is paid or made available for payment. Interest will be payable in arrears on each interest payment date
specified in the applicable pricing supplement on which an installment of interest is due and payable (an “Interest Payment Date”)
and at Maturity. The first payment of interest on any note originally issued between a Regular Record Date, as defined below, and the
related Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding Regular Record Date
to the registered holder on the next succeeding Regular Record Date.
Defined Terms
In addition to terms defined elsewhere in this
prospectus supplement, we have used the following terms:
“Business Day” means, unless
specified otherwise in the applicable pricing supplement:
Type of Note |
Business Day |
CMS Rate Notes and CMT Rate Notes |
any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities |
Compounded SOFR Notes |
a day that is both (i) a day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York (a “New York Business Day”) and (ii) a day other than a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities (a “U.S. Government Securities Business Day”) |
For fixed rate notes and floating rate notes not listed above |
a day that is a New York Business Day |
The foregoing Business Day descriptions are subject to further adjustment
as follows:
| · | with respect to non-U.S. dollar denominated notes (other than notes denominated in euro), the day is also a day other than a day on
which commercial banks are authorized or required by law, regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the specified currency (a “Principal Financial Center Business Day”); and |
| · | with respect to euro denominated notes, the day is also a day on which the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET2) System or any successor thereto is open (a “TARGET2 Business Day”). |
“Fixed Conversion Rate” with
respect to any specified currency means the irrevocably fixed conversion rate between the euro and such specified currency adopted by
the Council of the European Union according to Article 109 1(4) first sentence of the Treaty of Rome.
“Index Currency” means the currency
specified in the applicable pricing supplement as the currency for which Compounded SOFR will be calculated. If no currency is specified
in the applicable pricing supplement, the Index Currency will be U.S. dollars.
“Index Maturity” means the period
to stated maturity of the instrument or obligation with respect to which the interest rate basis or bases will be calculated.
“Maturity” means the date on
which the principal of a note or an installment of principal becomes due and payable as provided in the note or in the Senior Indenture,
whether at stated maturity or by declaration of acceleration, call for redemption or otherwise.
“Original Issue Discount Note”
means:
| · | any note where the difference between (x) the first price at which a substantial amount of the notes that are part of the same
issue is sold for money (other than to an underwriter, placement agent or wholesaler) and (y) the stated redemption price at Maturity
of the note is at least 0.25% of that stated redemption price multiplied by the number of full years from the issue date to Maturity;
and |
| · | any other note we designate as issued with original issue discount for U.S. federal income tax purposes. The stated redemption price
at Maturity of an Original Issue Discount Note is the total of all payments to be made under the Original Issue Discount Note, other than
payments of qualified stated interest. |
“Participating Member State”
means a member state of the European Union that adopts the euro in accordance with the Treaty of Rome.
“Principal Financial Center”
means, unless specified otherwise in the applicable pricing supplement:
| · | the capital city of the country issuing the specified currency except that with respect to U.S. dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss francs, the Principal Financial Center will be The City of New York,
Sydney, Toronto, London, Wellington, Johannesburg and Zurich, respectively; or |
| · | the capital city of the country to which the Index Currency relates, except that with respect to U.S. dollars, Australian dollars,
Canadian dollars, euro, New Zealand dollars, South African rand and Swiss francs, the Principal Financial Center will be The City of New
York, Sydney, Toronto, London, Wellington, Johannesburg and Zurich, respectively. |
“Regular Record Date” will,
unless specified otherwise in the applicable pricing supplement, be the fifteenth calendar day, whether or not a Business Day, immediately
preceding the related Interest Payment Date (as the Interest Payment Date may be adjusted by any applicable “business day convention”).
“Senior Indenture” means the
Indenture for Senior Debt Securities, dated October 19, 1996, by and between McDonald’s Corporation and the Trustee, as supplemented.
“specified currency” means the
currency in which a particular note is denominated or payable (or, if the currency is no longer legal tender for the payment of public
and private debts, any other currency of the relevant country or entity which is then legal tender for the payment of such debts).
“Spread” means the number of
basis points (one basis point equals one one-hundredth of a percentage point) that may be specified in the applicable pricing supplement
as being applicable to the interest rate basis or bases of a floating rate note.
“Spread Multiplier” means the
percentage that may be specified in the applicable pricing supplement as being applicable to the interest rate basis or bases of a floating
rate note.
“Treaty of Rome” means the Treaty
of Rome of March 25, 1957, as amended by various agreements, including the Treaty on European Union (1993), the Treaty of Amsterdam
(1999), the Treaty of Nice (2003) and as further amended, from time to time.
“Trustee” means U.S. Bank National
Association (formerly, First Union National Bank), or its successor.
Interest Rate Basis
Each floating rate note will have an interest rate
formula set forth, or otherwise described, in the applicable pricing supplement. The formula may be based on:
| · | the Commercial Paper Rate; |
| · | The Eleventh District Cost of Funds Rate; |
| · | the Federal Funds OIS Compound Rate; |
| · | another base rate or formula described in the pricing supplement. |
The pricing supplement will also indicate any Spread
and/or Spread Multiplier, which would be applied to the interest rate formula to determine the interest rate. Any floating rate note may
have a maximum or minimum interest rate limitation but in no event shall the interest rate on a floating rate note be less than zero.
See “—Maximum and Minimum Interest Rates” below.
Interest Reset Dates
The interest rate on each floating rate note may
be reset daily, weekly, monthly, quarterly, semiannually or annually (this period is the “Interest Reset Period,” and
the first day of each Interest Reset Period is an “Interest Reset Date”), as specified in the pricing supplement. Unless
otherwise specified in the pricing supplement, the Interest Rest Date associated with an Interest Reset Period is as follows:
Interest Reset Period |
Interest Reset Date |
Daily |
Each Business Day |
Weekly (other than Treasury Rate notes)1 |
Wednesday of each week |
Monthly |
Third Wednesday of each month |
Quarterly |
Third Wednesday of March, June, September and December of each year |
Semiannually |
Third Wednesday of each of the two months of each year specified in the pricing supplement |
Annually |
Third Wednesday of one month of each year specified in the pricing supplement |
| 1 | For Treasury Rate notes that reset weekly, Tuesday of each week (except as provided below under “—Treasury Rate Notes”)
is the Interest Reset Date. |
Unless specified otherwise in the applicable pricing
supplement, if any Interest Reset Date for a floating rate note would otherwise be a day that is not a Business Day, the applicable Interest
Reset Date will be postponed to the next succeeding day that is a Business Day (the “Following Business Day Convention”),
except that in the case of a floating rate note as to which Compounded SOFR is the applicable interest rate basis, if the Business Day
falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding Business Day (the “Modified
Following Business Day Convention”). In addition, in the case of a floating rate note as to which Treasury Rate is the applicable
interest rate basis, if the Interest Determination Date would otherwise fall on an Interest Reset Date, then the applicable Interest Reset
Date will be postponed to the next succeeding Business Day.
Unless otherwise specified on the applicable pricing
supplement, floating rate notes will accrue interest from and including the original issue date or the last date to which interest has
been paid or provided for, as the case may be, up to but excluding the applicable Interest Payment Date, as described below, or Maturity,
as the case may be.
Maximum and Minimum Interest Rates
A floating rate note may also have either or both
of the following:
| · | a maximum numerical limitation, or ceiling, on the annual rate at which interest may accrue during any interest period (“Maximum
Interest Rate”); and |
| · | a minimum numerical limitation, or floor, on the annual rate at which interest may accrue during any interest period (“Minimum
Interest Rate”). |
In addition to any Maximum Interest Rate that may
be applicable to a floating rate note under the above provisions, the interest rate on floating rate notes will in no event be higher
than the maximum rate permitted by Illinois law, as the same may be modified by U.S. laws of general application.
Interest Payments
Unless we specify otherwise in the applicable pricing
supplement, we will pay interest on floating rate notes as follows:
Interest Reset Period |
Interest Payment Dates |
Daily, weekly or monthly |
Third Wednesday of each month or on the third Wednesday of March, June, September and December of each year as specified in the applicable pricing supplement |
Quarterly |
Third Wednesday of March, June, September and December of each year |
Semiannually |
Third Wednesday of each of two months of each year specified in the pricing supplement |
Annually |
Third Wednesday of one month of each year specified in the pricing supplement |
We will also pay interest on all notes at Maturity.
Unless specified otherwise in the applicable pricing
supplement, if any Interest Payment Date for a floating rate note other than an Interest Payment Date at Maturity would otherwise be a
day that is not a Business Day, the Interest Payment Date will follow the Following Business Day Convention, except that in the case of
a floating rate note as to which Compounded SOFR is the applicable interest rate basis, unless specified in the applicable pricing supplement,
if the Business Day falls in the next succeeding calendar month, the Interest Payment Date will follow the Modified Following Business
Day Convention. If the Maturity of a floating rate note falls on a day that is not a Business Day, the payment of principal, premium and
interest, if any, will be made on the next succeeding Business Day, and no interest on the payment will accrue for the period from and
after Maturity to the date of that payment on the next succeeding Business Day.
Unless specified otherwise in the applicable pricing
supplement, all percentages resulting from any calculation on floating rate notes will be rounded to the nearest one hundred-thousandth
of a percentage point, with five one millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655), and all dollar amounts used in or resulting from the calculation on floating rate notes will be rounded
to the nearest cent or, in the case of a foreign currency, to the nearest unit (with one-half cent or unit being rounded upward).
Interest payments on floating rate notes will equal
the amount of interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been
paid (or from and including the Issue Date, if no interest has been paid), to but excluding the related Interest Payment Date. Interest
payments on floating rate notes made at Maturity will include interest accrued to but excluding the date of Maturity.
Except as specified otherwise in the applicable
pricing supplement, each floating rate note will accrue interest on an “Actual/360” basis, an “Actual/Actual”
basis, or a “30/360” basis, in each case from the period from the Issue Date to the date of Maturity, unless specified otherwise
in the applicable pricing supplement. If no day count convention is specified in the applicable pricing supplement, interest on floating
rate notes will be paid on an “Actual/360” basis. For floating rate notes calculated on an Actual/360 basis and Actual/Actual
basis, accrued interest for each Interest Calculation Period, as defined below, will be calculated by multiplying:
| (1) | the face amount of the floating rate Note; |
| (2) | the applicable interest rate; and |
| (3) | the actual number of days in the related Interest Calculation Period |
and dividing the resulting product by 360 or 365, as applicable; or
with respect to an Actual/Actual basis floating rate note, if any portion of the related Interest Calculation Period falls in a leap year,
the product of (1) and (2) above will be multiplied by the sum of:
| · | the actual number of days in that portion of the related Interest Calculation Period falling in a leap year divided by 366, and |
| · | the actual number of days in that portion of the related Interest Calculation Period falling in a non-leap year divided by 365. |
For floating rate notes calculated on a 30/360
basis, accrued interest for an Interest Calculation Period will be computed on the basis of a 360-day year of twelve 30-day months, irrespective
of how many days are actually in the Interest Calculation Period. Unless specified otherwise in the applicable pricing supplement, for
floating rate notes that accrue interest on a 30/360 basis, if any Interest Payment Date or the Maturity falls on a day that is not a
Business Day, the related payment of principal or interest will be made on the next succeeding Business Day as if made on the date such
payment was due, and no interest will accrue on the amount payable for the period from and after the Interest Payment Date or Maturity,
as the case may be.
“Interest Calculation Period”
means with respect to any period, the period from and including the most recent Interest Reset Date (or from and including the Issue Date
in the case of the first Interest Reset Date) to but excluding the next succeeding Interest Reset Date for which accrued interest is being
calculated.
Unless specified otherwise in the applicable pricing
supplement, interest with respect to notes for which the interest rate is calculated with reference to two or more Interest Rate Bases
will be calculated in the same manner as if only one of the applicable Interest Rate Bases applied.
Interest Determination Dates
The interest rate applicable to each Interest Reset
Period beginning on the Interest Reset Date with respect to that Interest Reset Period will be the rate determined on the applicable “Interest
Determination Date,” as follows unless specified otherwise in the applicable pricing supplement:
Interest Rate Basis |
Interest Determination Date |
CMS Rate, CMT Rate, Commercial Paper Rate and Prime Rate |
second Business Day preceding each Interest Reset Date for the related note |
Compounded SOFR |
second U.S. Government Securities Business Day preceding each Interest Payment Date for the related note |
Federal Funds Rate |
same day as the Interest Reset Date or the first Business Day preceding each Interest Reset Date, as specified in the pricing supplement for the related note |
Federal Funds OIS Compound Rate |
same day as each Interest Reset Date for the related note |
Eleventh District Cost of Funds Rate |
last Business Day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco publishes the Index, as defined below under “—Eleventh District Cost of Funds Rate Notes” |
Treasury Rate |
day in the week in which the related Interest Reset Date falls on which day Treasury Bills, as defined below, having the Index Maturity specified in the applicable pricing supplement are normally auctioned1 |
| 1 | Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction
is normally held on the following Tuesday, except that the auction may be held on the preceding Friday; provided, however, that if an
auction is not held on Monday or Tuesday of the week in which the Interest Reset Date falls and an auction is held on the Friday of the
week preceding the related Interest Reset Date, the related Interest Determination Date will be that preceding Friday; and provided, further,
that if an auction falls on any Interest Reset Date, then the related Interest Reset Date will instead be the first Business Day following
the auction. |
The Interest Determination Date for a floating
rate note whose interest rate is determined with reference to two or more interest rate bases, will be the most recent Business Day which
is at least two Business Days prior to the Interest Reset Date for the floating rate note on which each interest rate basis is determinable.
Each interest rate basis will be determined and compared on that date, and the applicable interest rate will take effect on the related
Interest Reset Date.
Calculation Agent and Calculation Date
We may appoint a calculation agent prior to the
time of sale of any floating rate note. Any calculation agent we appoint will be specified in the applicable pricing supplement. If we
do not appoint a calculation agent, we will be responsible for making all calculations or determinations as described herein or in the
applicable pricing supplement. We will make these calculations and determinations in good faith and, absent manifest error, our calculations
will be final and binding on holders of the applicable floating rate notes and the Trustee. If we appoint a calculation agent, such calculation
agent will make certain calculations or determinations as described herein or in the applicable pricing supplement. To the extent such
calculations or determinations are based on a quotation from market providers (including quotations from leading or major banks, brokers,
dealers, securities dealers or swap dealers), such calculations or determinations shall be made in accordance with the terms of a calculation
agency agreement, between the Company and the appointed calculation agent, with respect to such quotation, calculation or determination.
Notwithstanding anything to the contrary set forth herein, whenever the calculation agent is referred to as selecting, determining or
otherwise exercising discretion hereunder, this shall mean the calculation agent acting in accordance with and under the terms of the
calculation agency agreement and not in its sole discretion. Upon request of the holder of any floating rate note or the Trustee, the
calculation agent (or us, if there is no calculation agent) will provide the interest rate then in effect and, if determined, the interest
rate that will become effective as a result of a determination made for the next Interest Reset Date with respect to such floating rate
note. The calculation agent will be required to make certain determinations and calculations as summarized in this prospectus supplement
or in the applicable pricing supplement. Those determinations or calculations will be conclusive for all purposes and binding on holders
of the applicable floating rate notes, the Trustee and the Company without any liability on the part of the calculation agent.
Unless specified otherwise in the applicable pricing
supplement, the “Calculation Date,” if applicable, pertaining to any Interest Determination Date, will be the earlier
of:
| · | the tenth calendar day after the applicable Interest Determination Date, or, if that day is not a Business Day, the next succeeding
Business Day, or |
| · | the Business Day preceding the applicable Interest Payment Date or Maturity, as the case may be. |
The
Trustee shall have no responsibility or liability for calculations made by the calculation agent (or us, if there is no calculation agent)
and shall be entitled to conclusively rely on the accuracy of such calculations.
CMS Rate
Notes
CMS Rate Notes (“CMS Rate Notes”)
will bear interest at the rates (calculated with reference to the CMS Rate and the Spread and/or Spread Multiplier, if any) specified
in the CMS Rate Notes and the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “CMS Rate” means the rate on the applicable Interest Determination Date for U.S. dollar swaps having the
Designated CMS Maturity Index specified in the applicable pricing supplement, expressed as a percentage, which appears on the Reuters
Screen ICESWAP1 Page or any Successor Source as of 11:00 a.m., New York City time.
The following procedures will
be followed if the CMS Rate cannot be determined as described above:
| (1) | If the rate referred to above is no longer published on the relevant page, or if not published by 3:00
p.m., New York City time, on the related Calculation Date, then the CMS Rate on the applicable Interest Determination Date will be a percentage
determined on the basis of the mid-market semiannual swap rate quotations provided by five leading swap dealers (which may include one
or more of the agents, the calculation agent or their respective affiliates) in the New York City interbank market selected by the calculation
agent (after consultation with us) as of approximately 11:00 a.m., New York City time on the related Interest Determination Date. For
this purpose, the semiannual swap rate means the mean of the bid and offered rates for the semiannual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S. dollar interest rate swap transaction having the Designated CMS Maturity Index specified
in the applicable pricing supplement in an amount that is representative for a single transaction in that market at the time with an acknowledged
dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-SOFR-ICE
with a designated stated maturity of three months. The calculation agent will request the principal New York City office of each of the
swap dealers to provide a quotation of this rate. If at least three quotations are provided, the rate will be the arithmetic mean of the
quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest). |
| (2) | If fewer than three swap dealers selected by the calculation agent are quoting as referred to in clause
(1) above, the CMS Rate will be the rate in effect on the applicable Interest Determination Date. |
“Designated CMS Maturity
Index” means the original period to stated maturity of the CMS Rate specified in the applicable pricing supplement with respect
to which the CMS Rate will be calculated.
“Successor Source”
means, in relation to any display page, other published source, information vendor or provider: (i) the successor display page, other
published source, information vendor or provider that has been officially designated by the sponsor of the original page or source;
or (ii) if the sponsor has not officially designated a successor display page, other published source, information vendor or provider
(as the case may be), the successor display page, other published source, information vendor or provider, if any, designated by the relevant
information vendor or provider (if different from the sponsor).
CMT Rate Notes
CMT Rate Notes (“CMT Rate Notes”)
will bear interest at the rates (calculated with reference to the CMT Rate and any Spread and/or Spread Multiplier and subject to the
Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CMT Rate Notes and in the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “CMT Rate” means, for the applicable Interest Determination Date, any of the following rates published
by the Federal Reserve System Board of Governors as the yield is displayed for Treasury securities at “constant maturity”
under the column for the Designated CMT Maturity Index, as defined below, for:
| · | the rate on that applicable Interest Determination Date, if the Designated CMT Reuters Page specified in the pricing supplement
is FRBCMT or any Successor Source; and |
| · | the weekly or monthly average on Reuters Page FEDCMT,for the week that ends immediately preceding the week in which the related
Interest Determination Date occurs, or the month in which the related Interest Determination Date occurs, if the Designated CMT Reuters
Page specified in the pricing supplement is FEDCMT or any Successor Source. |
The following procedures will
be followed if the CMT rate cannot be determined as described above:
| (1) | If the above rate is no longer displayed on the relevant page, or if not published by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate will be the “Treasury constant maturities” rate for the Designated
CMT Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity Index on the applicable Interest Determination Date for
the related Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the U.S. Department
of the Treasury that the calculation agent determines (after consultation with us) to be comparable to the rate formerly displayed on
the Designated CMT Reuters Page and published on the website of the Federal Reserve System Board of Governors or in another recognized
electronic source. |
| (2) | If the information described in clause (1) above is not so published by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate for the applicable Interest Determination Date will be calculated by the calculation
agent as a yield to stated maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately
3:30 p.m., New York City time, on the applicable Interest Determination Date, of three leading primary U.S. government securities dealers
(which may include one or more of the agents, the calculation agent or their respective affiliates) in New York City selected by the calculation
agent (after consultation with us) (each, a “Reference Dealer”) from five such dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)
for the most recently issued direct noncallable fixed rate obligations of the United States, which are commonly referred to as “Treasury
notes,” with an original stated maturity equal to the Designated CMT Maturity Index specified in the applicable pricing supplement,
a remaining term to stated maturity no more than one year shorter than the Designated CMT Maturity Index and in a principal amount that
is representative for a single transaction in that market at that time. If two Treasury notes with an original stated maturity as described
above have remaining terms to stated maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury note with
the shorter remaining term to stated maturity will be used. |
| (3) | If the calculation agent cannot obtain three Treasury notes quotations as described in clause (2) above,
the calculation agent will determine the CMT Rate to be a yield to stated maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City time, on the applicable Interest Determination Date of three Reference
Dealers, selected using the same method described in clause (2) above, for Treasury notes with an original stated maturity equal
to the number of years closest to but not less than the Designated CMT Maturity Index and a remaining term to stated maturity closest
to the Designated CMT Maturity Index and in a principal amount that is representative for a single transaction in the securities in that
market at that time. |
| (4) | If fewer than five but more than two of the Reference Dealers are quoting as described above, then the
CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of those quotes will
be eliminated. |
| (5) | If fewer than three Reference Dealers selected by the calculation agent are quoting as described above,
the CMT Rate for that applicable Interest Determination Date will remain the CMT Rate for the immediately preceding Interest Reset Period,
or, if there was no Interest Reset Period, the rate of interest payable will be the Initial Interest Rate. |
“Designated CMT Maturity
Index” means the original period to stated maturity of the U.S. Treasury securities, either 1, 2, 3, 5, 7, 10, 20 or 30 years,
specified in the applicable pricing supplement with respect to which the CMT Rate will be calculated. If no stated maturity is specified
in the applicable pricing supplement, the Designated CMT Maturity Index will be two years.
“Designated CMT Reuters
Page” means the Reuters Page specified in the applicable pricing supplement with respect to which the CMT Rate will be
calculated.
Commercial Paper Rate Notes
Commercial Paper Rate Notes (“Commercial
Paper Rate Notes”) will bear interest at the rates (calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and the applicable pricing supplement. Commercial Paper Rate Notes
will be subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, as specified in the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “Commercial Paper Rate” means the Money Market Yield, as defined below, on the applicable Interest Determination
Date of the rate for commercial paper having the Index Maturity specified in the applicable pricing supplement published in the H.15 Daily
Update under the heading “Commercial Paper—Nonfinancial.”
The following procedures will be followed if the
Commercial Paper Rate cannot be determined as described above:
| (1) | If the rate referred to above is not published in the H.15 Daily Update by 5:00 p.m., New York City time, on the related Calculation
Date, then the Commercial Paper Rate for the Interest Determination Date will be calculated by the calculation agent as the Money Market
Yield of the arithmetic mean of the offered rates at approximately 11:00 a.m., New York City time, as of the applicable Interest Determination
Date of three leading dealers (which may include one or more of the agents, the calculation agent or their respective affiliates) of U.S.
dollar commercial paper in The City of New York, selected by the calculation agent (after consultation with us) for U.S. dollar commercial
paper having the Index Maturity designated in the applicable pricing supplement placed for industrial issuers whose bond rating is “Aa,”
or the equivalent, from a nationally recognized rating agency. |
| (2) | If the dealers selected by the calculation agent are not quoting as mentioned in clause (1) above, the Commercial Paper Rate
determined on the applicable Interest Determination Date will be the rate in effect on the applicable Interest Determination Date. |
“H.15 Daily Update”
means the daily statistical release designated as such published by the Federal Reserve System Board of Governors, or its successor, available
through the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15 or any Successor
Source.
“Money Market Yield”
means, in respect of any security with a stated maturity of six months or less, the rate for which is quoted on a bank discount basis,
a yield (expressed as a percentage) calculated in accordance with the following formula:
Money Market Yield = |
D × 360 |
x 100 |
360 – (D x M) |
where “D” refers to the applicable
per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and “M” refers to the
actual number of days in the interest period for which interest is being calculated.
Compounded SOFR Notes
Compounded SOFR Notes (“Compounded SOFR
Notes”) will bear interest at the rates (calculated with reference to Compounded SOFR and the Spread and/or Spread Multiplier,
if any) specified in the Compounded SOFR Notes and the applicable pricing supplement.
Unless otherwise specified in the applicable pricing
supplement, a base rate designated as “Compounded SOFR” means the rate computed in accordance with the following formula:
( |
SOFR IndexEnd |
-1) x |
( |
360 |
) |
SOFR IndexStart |
dc |
where:
“SOFR IndexStart”
is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first date of the relevant interest
period;
“SOFR IndexEnd”
is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the Interest Payment Date relating
to such interest period; and
“dc”
is the number of calendar days in the relevant Observation Period.
“SOFR Index,”
with respect to any U.S. Government Securities Business Day, means:
| (1) | the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s
Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Determination Time”);
or |
| (2) | if a SOFR Index value specified in (1) above does not so appear at the SOFR Determination Time, then:
(a) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded
SOFR shall be the rate determined pursuant to the “SOFR Index Unavailability” provisions below; or (b) if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate
determined pursuant to the “Effect of Benchmark Transition Event” provisions below. |
“SOFR”
means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website;
“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of SOFR);
“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor
website of the Federal Reserve Bank of New York or the website of a successor administrator of SOFR; and
“Observation
Period” means, in respect of each interest period, the period from, and including, the date two U.S. Government Securities Business
Days preceding the first date in such interest period to, but excluding, the date two U.S. Government Securities Business Days preceding
the Interest Payment Date for such interest period.
The SOFR Index, which the
Federal Reserve Bank of New York started publishing on March 2, 2020, measures the cumulative impact of compounding the SOFR on a
unit of investment over time, with the initial value set to 1.00000000 on April 2, 2018, the first value date of the SOFR.
SOFR Index Unavailability
If SOFR IndexStart or SOFR IndexEnd is not published
on the relevant Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred
with respect to SOFR, “Compounded SOFR” will mean, for the relevant interest period for which such index is not available,
the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions
required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information.
For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “calculation
period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180- calendar days”
shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day, “i” in the Observation
Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities
Business Day for which SOFR was published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event
If we (or our designee) determine that a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination
of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Compounded
SOFR Notes in respect of such determination on such date and all determinations on all subsequent dates.
In connection with the implementation of a Benchmark
Replacement, we (or our designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.
Any determination, decision or election that may
be made by us (or our designee) pursuant to this “Effect of Benchmark Transition Event” subsection, including any determination
with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to
take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in our (or
our designee’s) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Compounded SOFR
Notes, shall become effective without consent from the holders of the Compounded SOFR Notes or any other party.
Certain Defined Terms
As used in this “Compounded SOFR Notes”
subsection:
“Benchmark” means, initially,
Compounded SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to
Compounded SOFR (or the published daily SOFR or SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement.
“Benchmark Replacement” means
the first alternative set forth in the order below that can be determined by us (or our designee) as of the Benchmark Replacement Date:
| (1) | the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; |
| (2) | the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or |
| (3) | the sum of: (a) the alternate rate of interest that has been selected by us (or our designee) as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for
the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment. |
“Benchmark Replacement
Adjustment” means the first alternative set forth in the order below that can be determined by us (or our designee) as of the
Benchmark Replacement Date:
| (1) | the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted
Benchmark Replacement; |
| (2) | if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment; or |
| (3) | the spread adjustment (which may be a positive or negative value or zero) that has been selected by us
(or our designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated
floating rate notes at such time. |
The Benchmark Replacement Adjustment shall not
include the margin specified in the applicable pricing supplement and shall be applied to the Benchmark Replacement to determine the interest
payable on such Compounded SOFR Notes, provided that the Trustee shall have no responsibility or liability for calculations made pursuant
to this definition and shall be entitled to rely conclusively on the accuracy of such calculations.
“Benchmark Replacement Conforming Changes”
means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions
or interpretations of interest period, the timing and frequency of determining rates and making payments of interest, the rounding of
amounts or tenors and other administrative matters) that we (or our designee) decide may be appropriate to reflect the adoption of such
Benchmark Replacement in a manner substantially consistent with market practice (or, if we (or our designee) decide that adoption of any
portion of such market practice is not administratively feasible or if we (or our designee) determine that no market practice for use
of the Benchmark Replacement exists, in such other manner as we (or our designee) determine is reasonably necessary).
“Benchmark Replacement Date”
means the earliest to occur of the following events with respect to the then-current Benchmark:
| (1) | in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or |
| (2) | in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein. |
For the avoidance of doubt, if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event”
means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):
| (1) | a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing
that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that,
at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such
component); |
| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component),
the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator
for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component),
which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component)
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide the Benchmark (or such component); or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that
the Benchmark is no longer representative. |
For the avoidance of doubt, for purposes of the
definitions of Benchmark Replacement Date and Benchmark Transition Event, references to “Benchmark” also include any reference
rate underlying such Benchmark.
“Corresponding Tenor” with respect
to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment)
as the applicable tenor for the then-current Benchmark.
“ISDA” means the International
Swaps and Derivatives Association, Inc. or any successor thereto.
“ISDA Definitions” means the
2021 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest
rate derivatives published from time to time.
“ISDA Fallback Adjustment” means
the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the
ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the
rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation
date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect
to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination Time, and (2) if
the Benchmark is not Compounded SOFR, the time determined by us (or our designee) in accordance with the Benchmark Replacement Conforming
Changes.
“Relevant Governmental Body”
means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal
Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Eleventh District Cost of Funds Rate Notes
Eleventh District Cost of Funds Rate Notes (“Eleventh
District Cost of Funds Rate Notes”) will bear interest at the rates (calculated with reference to the Eleventh District Cost
of Funds Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh District Cost of Funds Rate Notes and the applicable
pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “Eleventh District Cost of Funds Rate” means the rate equal to the monthly weighted average cost of funds
set forth opposite the caption “11TH Dist COFI:” on the Reuters Screen COFI/ARMS Page or any Successor Source as of 11:00
a.m., San Francisco time, on the applicable Interest Determination Date.
The following procedures will be followed if the
Eleventh District Cost of Funds Rate cannot be determined as described above:
| (1) | If the rate referred to above is no longer published on the relevant page, or if not published by 11:00 a.m., San Francisco time,
on the related Calculation Date, the Eleventh District Cost of Funds Rate for the applicable Interest Determination Date will be the monthly
weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that was most recently announced
(the “Index”) by the Federal Home Loan Bank of San Francisco as the cost of funds for the calendar month immediately
preceding the applicable Interest Determination Date. |
| (2) | If the Federal Home Loan Bank of San Francisco fails to announce the Index as referred to in clause (1) on or before the related
Calculation Date for the calendar month immediately preceding the applicable Interest Determination Date, then the Eleventh District Cost
of Funds Rate for the applicable Interest Determination Date will be the Eleventh District Cost of Funds Rate in effect on the applicable
Interest Determination Date. |
Federal Funds Rate Notes
Federal Funds Rate Notes (“Federal Funds
Rate Notes”) will bear interest at the rates (calculated with reference to the Federal Funds Rate and the Spread and/or Spread
Multiplier, if any) specified in the Federal Funds Rate Notes and the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “Federal Funds Rate” means the rate with respect to the applicable Interest Determination Date as set forth
in the H.15 Daily Update for that day opposite the caption “Federal funds (effective)” as such rate is displayed on the Reuters
Screen FEDFUNDS1 Page or any Successor Source under the caption “EFFECT.”
The following procedures will be followed if the
Federal Funds Rate cannot be determined as described above:
| (1) | If the rate referred to above is not so published by 5:00 p.m., New York City time, on the related Calculation Date, the Federal Funds
Rate for the applicable Interest Determination Date will be calculated by the calculation agent as the arithmetic mean of the rates for
the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers (which may include one or more of the agents,
the calculation agent or their respective affiliates) of U.S. dollar federal funds transactions in The City of New York, selected by the
calculation agent (after consultation with us), as of a time before 9:00 a.m., New York City time on the applicable Interest Determination
Date. |
| (2) | If fewer than three brokers selected by the calculation agent are quoting as referred to in clause (1) above, the Federal Funds
Rate for the applicable Interest Determination Date will be the Federal Funds Rate in effect on the applicable Interest Determination
Date. |
Federal Funds OIS Compound Rate Notes
Federal Funds OIS Compound Rate Notes (“Federal
Funds OIS Compound Rate Notes”) will bear interest at the rates (calculated with reference to the Federal Funds OIS Compound
Rate and the Spread and/or Spread Multiplier, if any) specified in the Federal Funds OIS Compound Rate Notes and the applicable pricing
supplement.
Unless specified otherwise in the applicable pricing
supplement, the “Federal Funds OIS Compound Rate” on the applicable Interest Determination Date immediately following
an Interest Reset Period will be the rate of return of a daily compound interest investment calculated in accordance with the formula
set forth below:
where:
“d0” is
the number of New York Banking Days in the relevant Interest Reset Period;
“i” is a series of
whole numbers from one to d0, each representing the relevant New York Banking Days in chronological order from, and including, the first
New York Banking Day in the relevant Interest Reset Period;
“FEDFUNDi,” for any
day “i” in the relevant Interest Reset Period, is a reference rate equal to the rate set forth in the H.15 Daily Update in
respect of that day opposite the caption “Federal funds (effective)” as such rate is displayed on the Reuters Screen FEDFUNDS1
Page or any Successor Source under the caption “EFFECT.” Provided, that (1) if such rate does not appear on Reuters
Screen FEDFUNDS1 Page or any Successor Source or is not yet published in the H.15 Daily Update by 5:00 p.m., New York City time,
on the related day, FEDFUNDi for that day will be calculated by the calculation agent as the arithmetic mean of the rates for the last
transaction in overnight U.S. dollar federal funds arranged by three leading brokers (which may include one or more of the agents, the
calculation agent or their respective affiliates) of U.S. dollar federal funds transactions in The City of New York, selected by the calculation
agent (after consultation with us) as of a time before 9:00 a.m., New York City time on the applicable day; (2) if the brokers so
selected by the calculation agent are not quoting as referred to in clause (1) above, FEDFUNDi for such day will be the rate displayed
on the Reuters Screen FEDFUNDS1 Page or any Successor Source in respect of the first preceding New York Banking Day; and (3) if
the rate is not displayed on Reuters Screen FEDFUNDS1 Page or any Successor Source in respect of the first preceding New York Banking
Day, then FEDFUNDi for such day will be the FEDFUNDi in effect on the applicable Interest Determination Date;
“ni” is
the number of calendar days in the relevant Interest Reset Period on which the rate is FEDFUNDi; and
“d” is the number
of calendar days in the relevant Interest Reset Period.
“New York Banking Day”
means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits)
in New York, New York.
Prime Rate Notes
Prime Rate Notes (“Prime Rate Notes”)
will bear interest at the rates (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified
in the Prime Rate Notes and in the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “Prime Rate” means the rate on the applicable Interest Determination Date set forth in the H.15 Daily Update
opposite the caption “Bank prime loan.”
The following procedures will
be followed if the Prime Rate cannot be determined as described above:
| (1) | If the rate referred to above is not so published by 5:00 p.m., New York City time, on the related Calculation Date, the Prime Rate
for the applicable Interest Determination Date will be the rate calculated by the calculation agent as the arithmetic mean of the rates
of interest publicly announced by at least four banks (which may include one or more of the agents, the calculation agent or their respective
affiliates) that appear on the Reuters Page US PRIME 1, as defined below, as the particular bank’s prime rate or base lending
rate, as of 11:00 a.m. New York City time, for the applicable Interest Determination Date. |
| (2) | If fewer than four rates appear on the Reuters Page US PRIME 1 by 5:00 p.m., New York City time, on the related Calculation Date,
the Prime Rate for the applicable Interest Determination Date will be the rate calculated by the calculation agent as the arithmetic mean
of the rates of interest publicly announced by three major banks (which may include one or more of the agents, the calculation agent or
their respective affiliates) in New York City, selected by the calculation agent (after consultation with us), as its U.S. dollar prime
rate or base lending rate as in effect for that day. Each change in the prime rate or base lending rate so announced by such bank will
be effective as of the effective date of the announcement or, if no effective date is specified, as of the date of the announcement. |
| (3) | If the banks selected by the calculation agent are not quoting as described in clause (2) above, the Prime Rate for the applicable
Interest Determination Date will be the Prime Rate in effect on the applicable Interest Determination Date. |
“Reuters Page US PRIME 1”
means the display designated as the “US PRIME 1” page on Reuters, or any Successor Source, for the purpose of displaying
prime rates or base lending rates of major U.S. banks.
Treasury Rate Notes
Treasury Rate Notes (“Treasury
Rate Notes”) will bear interest at the rates (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier,
if any) specified in the Treasury Rate Notes and the applicable pricing supplement.
Unless specified otherwise in the applicable pricing
supplement, “Treasury Rate” means the rate from the auction held on the applicable Interest Determination Date (“Auction”)
of direct obligations of the United States (“Treasury Bills”) having the Index Maturity specified in the applicable
pricing supplement which appears on either the Reuters Screen USAUCTION10 Page or any Successor Source or the Reuters Screen USAUCTION11
Page or any Successor Source opposite such Index Maturity under the heading “INVEST RATE.”
The following procedures will be followed if the
Treasury Rate cannot be determined as described above:
| (1) | If the rate referred to above is not so published by 3:00 p.m., New York City time, on the related Calculation Date, the Treasury
Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the auction rate of the applicable Treasury Bills
announced by the U.S. Department of the Treasury. |
| (2) | If the rate described in clause (1) above is not announced by the U.S. Department of the Treasury, or if the Auction is not held,
the Treasury Rate for the applicable Interest Determination Date will be the Bond Equivalent Yield of the rate on the applicable Interest
Determination Date of Treasury Bills having the Index Maturity specified in the applicable pricing supplement set forth in the H.15 Daily
Update under the caption “U.S. government securities/Treasury bills (secondary market).” |
| (3) | If the rate described in clause (2) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date,
the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date of the
applicable Treasury Bills as published in the H.15 Daily Update under the caption “U.S. government securities/Treasury bills (secondary
market).” |
| (4) | If the rate described in clause (3) above is not so published by 3:00 p.m., New York City time, on the related Calculation Date,
the Treasury Rate for the applicable Interest Determination Date will be the rate on the applicable Interest Determination Date calculated
by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30
p.m., New York City time, on the applicable Interest Determination Date, of three primary U.S. government securities dealers (which may
include one or more of the agents, the calculation agent or their respective affiliates), selected by the calculation agent (after consultation
with us), for the issue of Treasury Bills with a remaining stated maturity closest to the Index Maturity specified in the applicable pricing
supplement. |
| (5) | If the dealers selected by the calculation agent are not quoting as described in clause (4) above, the Treasury Rate for the
applicable Interest Determination Date will be the rate in effect on the applicable Interest Determination Date. |
“Bond Equivalent Yield” means,
in respect of any security with a stated maturity of six months or less, the rate for which is quoted on a bank discount basis, a yield
(expressed as a percentage) calculated in accordance with the following formula:
Bond Equivalent Yield = |
D × N |
x 100 |
360 – (D x M) |
where:
“D”
refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal;
“N”
refers to 365 or 366, as the case may be; and
“M”
refers to the actual number of days in the interest period for which interest is being calculated.
European Monetary Union
Unless we specify otherwise in the applicable pricing
supplement, to the extent legally permissible, neither the occurrence or non-occurrence of an EMU Event (as defined below), nor the entry
into force of any law, regulation, directive or order that requires us to redenominate on terms different from those we describe below,
will alter any term of, or discharge or excuse performance under, the Senior Indenture or the notes, nor would it permit the Trustee,
the holders of the notes or us the right unilaterally to alter or terminate the Senior Indenture or the notes or give rise to any event
of default or otherwise be the basis for any rescission or renegotiation of the Senior Indenture or the notes. To the extent legally permissible,
the occurrence or non-occurrence of an EMU Event will be considered to occur automatically pursuant to the terms of the notes.
An “EMU Event” means any event
associated with the European Monetary Union in the European Community, including:
| · | the fixing of exchange rates between the currency of a Participating Member State and the euro or between the currencies of Participating
Member States; |
| · | the introduction of the euro as the lawful currency in a Participating Member State; |
| · | the withdrawal from legal tender of any currency that, before the introduction of the euro, was the lawful currency in any of the
Participating Member States; |
| · | the disappearance or replacement of a relevant rate option or other price source for the currency of any Participating Member State
or the failure of the agreed price or rate sponsor or screen provider to publish or display the required information; or |
| · | any combination of the above. |
Redenomination
If payments on the notes are to be made in a foreign
currency and the issuing country of that currency becomes a Participating Member State, then we may, solely at our option and without
the consent of holders or the need to amend the Senior Indenture or the notes, redenominate all of those notes into euro (whether or not
any other similar debt securities are so redenominated) on any interest payment date and after the date on which that country became a
Participating Member State. We will give holders at least 30 days’ notice of the redenomination, including a description of the
way we will implement it.
If we elect to redenominate a tranche of notes,
the election to redenominate will have effect, as follows:
| · | 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 foreign currency at the fixed conversion rate adopted by the Council of the European Union for the relevant
foreign currency, rounded down to the nearest euro 0.01; |
| · | after the redenomination date, all payments in respect of those 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 those notes to the relevant foreign currency were
to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or
transferred) specified by the payee, or at the option of the payee, by a euro cheque; |
| · | if those 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 applicable fraction specified
in the applicable pricing supplement; |
| · | if those notes are notes which bear interest at a floating rate, the applicable pricing supplement will specify any relevant changes
to the provisions relating to interest; and |
| · | such other changes shall be made to the terms of those notes as we may decide, after consultation with the Trustee, and as may be
specified in the notice, to conform them to conventions then applicable to debt securities denominated in euro or to enable those notes
to be consolidated with other notes, whether or not originally denominated in the relevant foreign currency or euro. Any such other changes
will not take effect until after they have been notified to the holders. |
Indexed Notes
We may from time to time offer
notes (“Indexed Notes”) with the amounts payable determined by reference to:
| · | the price or prices of specified commodities or stocks; |
| · | interest rate swap or exchange rate swap indices; |
| · | the exchange rate of one or more specified currencies relative to another currency; or |
| · | other indices as may be specified in the notes and described in the applicable pricing supplement. |
Holders of Indexed Notes may
receive amounts at Maturity that are greater than or less than the face amount of the Indexed Notes. The method for determining the amounts,
if any, payable on Interest Payment Dates and at Maturity and any applicable historical information and other considerations, including
material tax considerations, associated with Indexed Notes, will be set forth in the applicable pricing supplement. See “Risk Factors—Risks
Related to Floating Rate Notes—Floating rate notes have risks that conventional fixed rate notes do not” in this prospectus
supplement for a description of risks associated with Indexed Notes.
For purposes of determining
the voting rights of a holder of an Indexed Note indexed as to principal under the Indenture, the principal amount of the Indexed Note
will be deemed to be equal to the face amount of that Note upon issuance.
Amortizing Notes
We may offer amortizing notes. Unless otherwise
specified in the pricing supplement, interest on an amortizing note will be computed using a 360-day year of twelve 30-day months. Payments
on amortizing notes will be applied first to interest due and payable and then to the unpaid principal amount. Further information about
amortizing notes will be specified in the applicable pricing supplement.
Book-Entry System
Upon issuance, all notes having the same original
issue date and otherwise identical terms will be represented by one or more global notes. Each global note representing book-entry notes
will be deposited with DTC. This means that we will not issue certificates to each holder. DTC will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the notes. Unless it is exchanged in whole or in part for a certificated
note, a global note may not be transferred, except that DTC, its nominees and their successors may transfer a global note as a whole to
one another.
Beneficial interests in global notes will be shown
on, and transfers of interests will be made only through, records maintained by DTC and its participants. The laws of some jurisdictions
require that certain purchasers take physical delivery of securities in definitive form. These laws may impair the ability to transfer
beneficial interests in a global note.
We will wire principal and interest payments to
DTC or its nominee. We and the Trustee will treat DTC or its nominee as the owner of a global note for all purposes. Accordingly, we,
the Trustee and any paying agent will have no direct responsibility or liability to pay amounts due on a global note to owners of beneficial
interests in a global note.
It is DTC’s current practice, upon receipt
of any payment of principal or interest and corresponding detail information from us or the Trustee, to credit participants’ accounts
on the payment date according to their respective holdings of beneficial interests in the global note as shown on DTC’s records.
In addition, it is DTC’s current practice to assign any consenting or voting rights to participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in a global note, and
voting by participants, will be governed by the customary practices between the participants and owners of beneficial interests, as is
the case with notes held for the account of customers registered in “street name.” However, payments by participants to beneficial
owners will be the responsibility of the participants and not our responsibility or that of DTC or the Trustee.
Notes represented by a global note will be exchangeable
for certificated notes with the same terms in authorized denominations only if:
| · | DTC notifies us that it is unwilling or unable to continue as depositary or if DTC ceases to be a clearing agency registered under
applicable law and a successor depositary is not appointed by us within 90 days; |
| · | we determine not to require all of the notes of a series to be represented by global notes and notify the Trustee of our decision;
or |
| · | there shall have occurred and be continuing an event of default with respect to the applicable notes of any series. |
Information Relating to DTC
The descriptions of operations and procedures of
DTC that follow are provided solely as a matter of convenience. These operations and procedures are solely within DTC’s control
and are subject to changes by DTC, from time to time. Neither we nor the agents take any responsibility for these operations and procedures
and urge you to contact DTC or its participants directly to discuss these matters. DTC has advised us as follows:
| · | DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| · | DTC holds securities that its direct participants (“Direct Participants”) deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry transfers and pledges in Direct Participants’ accounts, thereby eliminating the need
for physical movement of securities certificates. |
| · | Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. |
| · | DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn,
is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing
Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the Financial Industry Regulatory Authority, Inc. |
| · | Access to the DTC system is also available to others such as securities brokers and dealers, banks, trust companies and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly, which are referred to
as “Indirect Participants” and, together with the Direct Participants, the “Participants.” |
| · | The rules applicable to DTC and its Participants are on file with the SEC. |
DTC will act as securities depository for the book-entry
notes. The book-entry notes will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership
nominee). One fully registered global note will be issued for each issue of book-entry notes, each in the aggregate principal amount of
such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, then one global
note will be issued with respect to each $500 million of principal amount, and an additional global note will be issued with respect to
any remaining principal amount of such issue.
Purchases of book-entry notes under DTC’s
system must be made by or through Direct Participants, which will receive a credit for such book-entry notes on DTC’s records. The
ownership interest of each actual purchaser of each Book-Entry Note represented by a global note (“Beneficial Owner”)
is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such
Beneficial Owner entered into the transaction. Transfers of ownership interests in a global note representing book-entry notes are to
be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of a global note
representing book-entry notes will not receive certificated notes representing their ownership interests therein, except in the event
that use of the book-entry system for such book-entry notes is discontinued.
To facilitate subsequent transfers, all global
notes representing book-entry notes which are deposited with, or on behalf of, DTC are registered in the name of DTC’s nominee,
Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of global notes with, or
on behalf of, DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the global notes representing the book-entry notes; DTC’s records reflect only the identity of
the Direct Participants to whose accounts such book-entry notes are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect,
from time to time. Beneficial Owners of global notes may wish to take certain steps to augment transmission to them of notices of significant
events with respect to the global notes, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For
example, Beneficial Owners of global notes may wish to ascertain that the nominee holding the global notes for their benefit has agreed
to obtain and transmit notices to Beneficial Owners; in the alternative, Beneficial Owners may wish to provide their names and addresses
to the registrar and request that copies of the notices be provided directly to them.
If the global notes are redeemable, redemption
notices shall be sent to Cede & Co. If less than all of the global notes are being redeemed, DTC’s practice is to determine
by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent
or vote with respect to the global notes representing the book-entry notes. Under its usual procedures, DTC mails an omnibus proxy to
the Company as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting or
voting rights to those Direct Participants to whose accounts the book-entry notes are credited on the applicable record date (identified
in a listing attached to the omnibus proxy).
Payments of principal, premium, if any, and/or
interest, if any, on the global notes representing the book-entry notes will be made to DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us or the Trustee for such notes
on the payable date in accordance with the respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners
will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in
bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee
or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any,
and/or interest, if any, on any of the global notes representing book-entry notes to DTC is the responsibility of the Company and the
Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants.
A Beneficial Owner will give notice of any option
to elect to have its book-entry notes repaid by us, through its Participant, to the Trustee, and will effect delivery of the applicable
book-entry notes by causing the Direct Participant to transfer the Participant’s interest in the global note or notes representing
such book-entry notes, on DTC’s records, to the Trustee. The requirement for physical delivery of book-entry notes in connection
with a demand for repayment will be deemed satisfied when the ownership rights in the global note or notes representing such book-entry
notes are transferred by Direct Participants on DTC’s records.
DTC may discontinue providing its services as securities
depository with respect to the book-entry notes at any time by giving reasonable notice to us or the Trustee. Under such circumstances,
in the event that a successor securities depository is not obtained, certificated notes are required to be printed and delivered.
We may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor securities depository). In that event, certificated notes will be printed and delivered.
The laws of some jurisdictions may require that
certain purchasers of securities take physical delivery of securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in global notes.
The information in this “Information Relating
to DTC” subsection concerning DTC and DTC’s system has been obtained from sources that we believe to be reliable, but neither
we nor any agent takes any responsibility for the accuracy thereof.
Clearstream Luxembourg and Euroclear Systems
Investors may elect to hold interests in book-entry
notes through either DTC (in the United States) or Clearstream Banking, S.A. (“Clearstream Luxembourg”) or Euroclear
Bank S.A./N.V., or its successor, as operator of the Euroclear System (“Euroclear”) (in Europe) if they are participants
of those systems, or indirectly, through organizations that are participants in such systems. Interests held through Clearstream Luxembourg
and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream Luxembourg and Euroclear,
which U.S. depositaries will in turn hold interests on behalf of their participants’ securities accounts.
Clearstream Luxembourg has advised us that it was
incorporated as a limited liability company under the laws of Luxembourg. Clearstream Luxembourg holds securities for its participating
organizations (“Clearstream Luxembourg Participants”) and facilitates the clearance and settlement of securities transactions
between Clearstream Luxembourg Participants through electronic book-entry changes in accounts of Clearstream Luxembourg Participants,
thereby eliminating the need for physical movement of certificates. Transactions may be settled by Clearstream Luxembourg in many currencies,
including U.S. dollars. Clearstream Luxembourg provides to Clearstream Luxembourg Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream Luxembourg
also deals with domestic securities markets in over 30 countries through established depositary and custodial relationships. Clearstream
Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear.
As a registered bank in Luxembourg, Clearstream
Luxembourg is subject to regulation by the Luxembourg Commission de Surveillance du Secteur Financier (Commission for the Supervision
of the Financial Sector). Clearstream Luxembourg Participants are financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, and may include the agents or their
affiliates. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers, dealers and trust companies
that clear through, or maintain a custodial relationship with, a Clearstream Luxembourg Participant.
Distributions with respect to notes held beneficially
through Clearstream Luxembourg will be credited to cash accounts of Clearstream Luxembourg Participants in accordance with its rules and
procedures, to the extent received by the U.S. depositary for Clearstream Luxembourg.
Euroclear has advised us that it was created in
1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V., as operator of the Euroclear System (the “Euroclear Operator”), under contract with Euroclear plc,
a United Kingdom corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts
and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear
on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the agents or their affiliates. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
Securities clearance accounts and cash accounts
with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of
the Euroclear system, and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions
govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates
to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants,
and has no record of, or relationship with, persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially
through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the
extent received by the U.S. depositary of Euroclear.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in
immediately available funds. Secondary market trading between Participants will occur in the ordinary way in accordance with DTC’s
rules. Secondary market trading between Clearstream Luxembourg Participants and/or Euroclear Participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream Luxembourg and Euroclear, respectively, and will
be settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between persons holding
directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Luxembourg or Euroclear Participants,
on the other, will be effected within DTC in accordance with DTC’s rules on behalf of the relevant European international clearing
system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving notes in
DTC, and making or receiving payment in accordance with normal procedures. Clearstream Luxembourg Participants and Euroclear Participants
may not deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of notes
received in Clearstream Luxembourg or Euroclear as a result of a transaction with a Participant in DTC will be made during subsequent
securities settlement processing and dated the business day following the DTC settlement date. Such credits, or any transactions in the
notes settled during such processing, will be reported to the relevant Euroclear Participants or Clearstream Luxembourg Participants on
that business day. Cash received in Clearstream Luxembourg or Euroclear as a result of sales of notes by, or through a Clearstream Luxembourg
Participant or a Euroclear Participant to a Participant in DTC will be received with value on the business day of settlement in DTC but
will be available in the relevant Clearstream Luxembourg or Euroclear cash account only as of the business day following settlement in
DTC.
Although DTC, Clearstream Luxembourg and Euroclear
have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream Luxembourg
and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued
at any time.
SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY
NOTES
General
Unless otherwise specified in the applicable pricing
supplement, foreign currency notes will not be sold in, or to residents of, the country issuing the specified currency. The information
set forth in this prospectus supplement is directed to prospective purchasers who are U.S. residents and, with respect to foreign currency
notes, is by necessity incomplete. We and the agents disclaim any responsibility to advise prospective purchasers who are residents of
countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal
of, and premium, if any, and interest, if any, on, their foreign currency notes. These purchasers should consult their own financial and
legal advisors with regard to these risks. See “Risk Factors—Risks Related to Foreign Currency Notes— Investment in
foreign currency notes entails significant risks that are not associated with an investment in a debt security denominated and payable
in U.S. dollars.”
Payment of Principal, Premium, if any, and Interest, if any
Unless otherwise specified in the applicable pricing
supplement, we are obligated to make payments of principal of, and premium, if any, and interest, if any, on, a foreign currency note
in the specified currency. Any amounts so payable by us in the specified currency will be converted by the exchange rate agent named in
the applicable pricing supplement (the “exchange rate agent”) into U.S. dollars for payment to the registered holders
thereof unless otherwise specified in the applicable pricing supplement or a registered holder elects, in the manner described below,
to receive these amounts in the specified currency.
Any U.S. dollar amount to be received by a registered
holder of a foreign currency note will be based on the highest bid quotation in New York City received by the exchange rate agent
at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date (or, if no
such rate is quoted on that date, the last date on which such rate was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers (which may include the agents, their affiliates or the exchange rate agent) selected by the exchange rate agent
and approved by us for the purchase by the quoting dealer of the specified currency for U.S. dollars for settlement on that payment date
in the aggregate amount of the specified currency payable to all registered holders of foreign currency notes scheduled to receive U.S.
dollar payments and at which the applicable dealer commits to execute a contract. All currency exchange costs will be borne by the registered
holders of foreign currency notes by deductions from any payments. If at least two bid quotations are not available, payments will be
made in the specified currency, except as described below under “—Availability of Specified Currency.”
Registered holders of foreign currency notes may
elect to receive all or a specified portion of any payment of principal, premium, if any, and/or interest, if any, in the specified currency
by submitting a written request to the Trustee at its corporate trust office in New York City on or prior to the applicable record
date or at least fifteen calendar days prior to the Maturity, as the case may be. This written request may be mailed, hand delivered or
sent by cable, telex or other form of facsimile transmission. This election will remain in effect until revoked by written notice delivered
to the Trustee on or prior to a record date or at least fifteen calendar days prior to the Maturity, as the case may be. Registered holders
of foreign currency notes to be held in the name of a broker or nominee should contact their broker or nominee to determine whether and
how an election to receive payments in the specified currency may be made.
Unless otherwise specified in the applicable pricing
supplement, if the specified currency is other than U.S. dollars, a Beneficial Owner of a global security that elects to receive payments
of principal, premium, if any, and/or interest, if any, in the specified currency must notify the Participant through which it owns its
interest on or prior to the applicable record date or at least fifteen calendar days prior to the Maturity, as the case may be, of its
election. The applicable Participant must notify the depositary of its election on or prior to the third Business Day after the applicable
record date or at least twelve calendar days prior to the Maturity, as the case may be, and the depositary will notify the Trustee of
that election on or prior to the fifth Business Day after the applicable record date or at least ten calendar days prior to the Maturity,
as the case may be. If complete instructions are received by the Participant from the applicable Beneficial Owner and forwarded by the
Participant to the depositary, and by the depositary to the Trustee, on or prior to such dates, then the applicable Beneficial Owner will
receive payments in the specified currency.
We will make payments of the principal of, and
premium, if any, and/or interest, if any, on, foreign currency notes that are to be made in U.S. dollars in the manner specified herein
with respect to notes denominated in U.S. dollars. See “Description of Notes—General.” We will make payments of interest,
if any, on foreign currency notes that are to be made in the specified currency on an Interest Payment Date other than the Maturity by
check mailed to the address of the registered holders of their foreign currency notes as they appear in the security register, subject
to the right to receive these interest payments by wire transfer of immediately available funds under the circumstances described under
“Description of Notes—General.” We will make payments of principal of, and premium, if any, and/or interest, if any,
on, foreign currency notes that are to be made in the specified currency on the Maturity by wire transfer of immediately available funds
to an account with a bank designated at least fifteen calendar days prior to the Maturity by the applicable registered holder, provided
the particular bank has appropriate facilities to make these payments and the particular foreign currency note is presented and surrendered
at the office or agency maintained by the Trustee for this purpose in the Borough of Manhattan, New York City, in time for the Trustee
to make these payments in accordance with its normal procedures.
Availability of Specified Currency
If the specified currency for foreign currency
notes is not available for any required payment of principal, premium, if any, and/or interest, if any, due to the imposition of exchange
controls or other circumstances beyond our control, we will be entitled to satisfy our obligations to the registered holders of these
foreign currency notes by making payments in U.S. dollars on the basis of the Market Exchange Rate, computed by the exchange rate agent,
on the second Business Day prior to the particular payment or, if the Market Exchange Rate is not then available, on the basis of the
most recently available Market Exchange Rate.
The “Market Exchange Rate” for
a specified currency other than U.S. dollars means the noon U.S. dollar buying rate in New York City for cable transfers for the
specified currency as certified for customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of
New York.
All determinations made by the exchange rate agent
shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on the registered
holders of the foreign currency notes.
Judgments
Under current Illinois law, a state court in the
State of Illinois may, at the request of the claimant, render a judgment in respect of a foreign currency note in the specified currency.
Any such judgment made in the specified currency would be payable in that currency or, at the option of the payor, in the amount of U.S.
dollars that would purchase that currency as of the banking day next preceding the date on which the money is paid to the claimant. A
non-Illinois state court may not follow the same rules and procedures with respect to payments and conversions of foreign currency
judgments.
U.S. TAX CONSIDERATIONS
The following is a summary of certain U.S. federal
income tax considerations that may be relevant to a Beneficial Owner of a note. This summary is based on laws, regulations, rulings and
decisions now in effect, which may change. Any change could apply retroactively and could affect the continued validity of this summary.
This summary deals only with Beneficial Owners that hold notes as capital assets. It does not address specific tax considerations applicable
to investors that may be subject to special tax rules, such as entities that are treated as pass-through entities (e.g., partnerships)
for U.S. federal income tax purposes or persons who hold the notes through such pass-through entities, banks, thrifts, real estate investment
trusts, regulated investment companies, insurance companies, dealers in securities or currencies, traders in securities or commodities
that elect mark to market treatment, persons that will hold notes as a hedge against currency or other risks or as a position in a “straddle”
or conversion transaction, tax exempt organizations, controlled foreign corporations, former U.S. citizens or residents of the United
States subject to special expatriation rules, or persons that have a “functional currency” other than the U.S. dollar. It
is intended to apply only to investors who acquire their notes upon original issuance, or investors who acquire their notes in a subsequent
purchase and are not members of our expanded affiliated group, as defined in the Treasury regulations under Section 385 of the Internal
Revenue Code of 1986, as amended (the “Code”). For the purposes of this discussion, a U.S. holder is an individual
who is a citizen or resident of the United States, a U.S. domestic corporation, or any other person that is subject to U.S. federal income
tax on a net income basis in respect of its investment in a note.
This summary deals only with notes that are due
to mature 30 years or less from the date on which they are issued. The U.S. federal income tax consequences of owning notes that are due
to mature more than 30 years from their date of issue will be discussed in the applicable pricing supplement.
An accrual method taxpayer that reports revenues
on an applicable financial statement generally must recognize income for U.S. federal income tax purposes no later than the taxable year
in which such income is taken into account as revenue in an applicable financial statement of the taxpayer. To the extent this rule is
inconsistent with the rules described below, this rule supersedes such rules. Thus, this rule could potentially require
such a taxpayer to recognize income for U.S. federal income tax purposes with respect to the notes prior to the time such income would
be recognized pursuant to the rules described below. Potential investors in the notes should consult their tax advisors regarding
the potential applicability of these rules to their investment in the notes.
You should consult your tax adviser about the tax
consequences of holding notes, including the relevance to your particular situation of the considerations discussed below, as well as
of state, local or other tax laws.
U.S. Holders
Payments or Accruals of Interest
Payments of or accruals of “qualified stated
interest” (as defined below) on a note will be taxable to a U.S. holder as ordinary interest income at the time that the holder
accrues or receives such amounts (in accordance with the holder’s method of tax accounting). If a U.S. holder using the cash method
of tax accounting receives payments of interest pursuant to the terms of a note in a currency or currency unit other than U.S. dollars
(a “foreign currency”), the amount of interest income to be included in income by the holder will be the U.S. dollar
value of the foreign currency payment based on the exchange rate in effect on the date of receipt regardless of whether the payment is
converted into U.S. dollars. In the case of a U.S. holder who uses the accrual method of accounting or who is otherwise required to accrue
interest prior to receipt, the amount of interest income will be based on the average exchange rate in effect during the interest accrual
period (or with respect to an interest accrual period that spans two taxable years, at the average exchange rate for the partial period
within the taxable year). Alternatively, an accrual basis U.S. holder may elect to translate all interest income on foreign currency-denominated
notes at the spot rate on the last day of the accrual period (or the last day of the taxable year, in the case of an accrual period that
spans more than one taxable year) or at the spot rate on the date the holder receives the interest payment if that date is within five
business days of the end of the accrual period. A U.S. holder that makes this election must apply it consistently to all debt instruments
from year to year, including all debt instruments subsequently acquired, and cannot change the election without the consent of the Internal
Revenue Service (the “IRS”). A U.S. holder that uses the accrual method of accounting for tax purposes will recognize
foreign currency gain or loss on the receipt of a foreign currency interest payment if the exchange rate in effect on the date the payment
is received differs from the rate applicable to a previous accrual of that interest income. This foreign currency gain or loss will be
treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the note.
Purchase, Sale and Retirement of Notes
A U.S. holder’s tax basis in a note generally
will equal the cost of the note to that holder, increased by any amounts includible in income by the holder as original issue discount
and market discount, and reduced (but not below zero) by any amortized premium (each as described below) and any payments other than payments
of qualified stated interest made on the note. The cost to a U.S. holder of a note denominated in a foreign currency will be the U.S.
dollar value of the foreign currency purchase price on the date of purchase calculated at the exchange rate in effect on that date. In
the case of a foreign currency note that is traded on an established securities market, a cash-basis U.S. holder (or, if it so elects,
an accrual-basis U.S. holder) will determine the U.S. dollar value of the cost of the note by translating the amount paid at the spot
rate of exchange on the settlement date of the purchase. The amount of any subsequent adjustments to the holder’s tax basis in a
note in respect of foreign currency-denominated original issue discount, market discount and premium will be determined in the manner
described below. The conversion of U.S. dollars to a foreign currency and the immediate use of that currency to purchase a note generally
will not result in taxable gain or loss for a U.S. holder.
Upon the sale, exchange or retirement of a note,
a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the transaction (less any accrued
but unpaid qualified stated interest, which will be taxable as such) and the U.S. holder’s tax basis in the note. If a U.S. holder
receives foreign currency in respect of the sale, exchange or retirement of a foreign currency note, the amount realized generally will
be the dollar value of the foreign currency the holder receives calculated at the exchange rate in effect on the date the foreign currency
note is disposed of or retired. In the case of a foreign currency note that is traded on an established securities market, a cash-basis
U.S. holder (or, if it so elects, an accrual-basis U.S. holder) will determine the U.S. dollar value of the amount realized by translating
the amount at the spot rate of exchange on the settlement date of the sale, exchange or retirement.
The election available to accrual-basis U.S. holders
in respect of the purchase and sale of foreign currency notes traded on an established securities market, which is discussed in the two
preceding paragraphs, must be applied consistently to all debt instruments from year to year, including all debt instruments subsequently
acquired, and cannot be changed without the consent of the IRS.
Except as discussed below with respect to market
discount and foreign currency gain or loss, gain or loss recognized by a U.S. holder on the sale, exchange or retirement of a note generally
will be long-term capital gain or loss if the U.S. holder has held the note for more than one year at the time of disposition, and otherwise
will be short-term capital gain or loss. Net long-term capital gains recognized by an individual U.S. holder may be subject to preferential
tax rates. The ability of U.S. holders to offset capital losses against ordinary income is limited.
Notwithstanding the foregoing, gain or loss recognized
by a U.S. holder on the sale, exchange or retirement of a foreign currency note generally will be treated as ordinary income or loss to
the extent that the gain or loss is attributable to changes in exchange rates during the period in which the holder held the note. This
foreign currency gain or loss will not be treated as an adjustment to interest income that the holder receives on the note.
Original Issue Discount
U.S. holders of Original Issue Discount Notes generally
will be subject to the special tax accounting rules for original issue discount obligations provided by the Code and certain Treasury
regulations. U.S. holders of these notes should be aware that, as described in greater detail below, they generally must include original
issue discount in ordinary gross income for U.S. federal income tax purposes as it accrues on a constant yield to maturity basis regardless
of when such holder receives the cash attributable to that income.
In general, each U.S. holder of an Original Issue
Discount Note with a maturity greater than one year, whether the U.S. holder uses the cash or the accrual method of tax accounting, will
be required to include in ordinary gross income the sum of the “daily portions” of original issue discount on that note for
all days during the taxable year that the holder owns the note whether or not such U.S. holder has received any cash payment with respect
to the notes. The daily portions of original issue discount on an Original Issue Discount Note are determined by allocating to each day
in any accrual period a ratable portion of the original issue discount allocable to that period. Accrual periods may be any length and
may vary in length over the term of an Original Issue Discount Note, so long as no accrual period is longer than one year and each scheduled
payment of principal or interest occurs on the first or last day of an accrual period. In the case of an initial holder, the amount of
original issue discount on an Original Issue Discount Note allocable to each accrual period is determined by (i) multiplying the
“adjusted issue price” (as defined below) of the note at the beginning of the accrual period by a fraction, the numerator
of which is the annual yield to maturity of the note and the denominator of which is the number of accrual periods in a year and (ii) subtracting
from that product the amount (if any) payable as qualified stated interest allocable to that accrual period. The term “qualified
stated interest” generally means stated interest that is unconditionally payable in cash or property (other than debt instruments
issued by us) at least annually during the entire term of an Original Issue Discount Note at a single fixed interest rate or, subject
to certain conditions, based on one or more interest indices.
In the case of an Original Issue Discount Note
that is a floating rate note qualifying as a variable rate debt instrument as defined in the Treasury Regulations, both the “annual
yield to maturity” and the “qualified stated interest” will be determined for these purposes as though the note will
bear interest in all periods at a fixed rate generally equal to the rate that would be applicable to interest payments on the note on
its date of issue or, in the case of some floating rate notes, the rate that reflects the yield that is reasonably expected for the note.
Accordingly, the stated interest that is payable at least annually on a floating rate note generally will be treated as “qualified
stated interest” and such note will not be an Original Issue Discount Note solely as a result of the fact that it provides for interest
at a variable rate. If a floating rate note does not qualify as a “variable rate debt instrument,” the note will be subject
to special rules that govern the tax treatment of debt obligations that provide for contingent payments. (Additional rules may
apply if interest on a floating rate note is based on more than one interest index. We will provide detailed guidance of the tax considerations
relevant to U.S. holders of any such notes in the pricing supplement.)
The “adjusted issue price” of an Original
Issue Discount Note at the beginning of any accrual period will generally be the sum of its issue price (including any accrued interest)
and the amount of original issue discount allocable to all prior accrual periods, reduced by the amount of all payments other than any
qualified stated interest payments on the note in all prior accrual periods. All payments on an Original Issue Discount Note (other than
qualified stated interest) will generally be viewed first as payments of previously accrued original issue discount (to the extent of
the previously accrued discount), with payments considered made from the earliest accrual periods first, and then as a payment of principal.
The “annual yield to maturity” of a note is the discount rate (appropriately adjusted to reflect the length of accrual periods)
that causes the present value on the issue date of all payments on the note to equal the issue price. As a result of this “constant
yield” method of including original issue discount income, the amounts so includible in gross income by a U.S. holder in respect
of an Original Issue Discount Note denominated in U.S. dollars are generally lesser in the early years and greater in the later years
than amounts that would be includible on a straight-line basis.
A U.S. holder generally may make an irrevocable
election to include in its income its entire return on a note (i.e., the excess of all remaining payments to be received on the note,
including payments of qualified stated interest, over the amount paid by the holder for the note) under the constant yield method described
above. For notes purchased at a premium or bearing market discount in the hands of the U.S. holder, the holder making this election will
also be deemed to have made the election (discussed below under “—Premium and Market Discount”) to amortize premium
or to accrue market discount in income currently on a constant yield basis.
In the case of an Original Issue Discount Note
that is also a foreign currency note, a U.S. holder should determine the U.S. dollar amount includible as original issue discount for
each accrual period by (i) calculating the amount of original issue discount allocable to each accrual period in the foreign currency
using the constant yield method, and (ii) translating the foreign currency amount so received at the average exchange rate in effect
during that accrual period (or, with respect to an interest accrual period that spans two taxable years, at the average exchange rate
for each partial period). Alternatively, the holder may translate the foreign currency amount so derived at the spot rate of exchange
on the last day of the accrual period (or the last day of the taxable year, for an accrual period that spans two taxable years) or at
the spot rate of exchange on the date of receipt, if that date is within five business days of the last day of the accrual period, provided
that the U.S. holder has made the election described under “—Payments or Accruals of Interest” above. Because exchange
rates may fluctuate, a U.S. holder of an Original Issue Discount Note that is also a foreign currency note may recognize a different amount
of original issue discount income in each accrual period than would the holder of an otherwise similar Original Issue Discount Note denominated
in U.S. dollars. Upon the receipt of an amount attributable to original issue discount (whether in connection with a payment of an amount
that is not qualified stated interest or the sale or retirement of the Original Issue Discount Note), a U.S. holder will recognize ordinary
income or loss measured by the difference between the amount received (translated into U.S. dollars at the exchange rate in effect on
the date of receipt or on the date of disposition of the Original Issue Discount Note, as the case may be) and the amount accrued (using
the exchange rate applicable to such previous accrual).
A subsequent U.S. holder of an Original Issue Discount
Note that purchases the note at a cost less than its “remaining redemption amount,” or an initial U.S. holder that purchases
an Original Issue Discount Note at a price other than the note’s issue price, also generally will be required to include in gross
income the daily portions of original issue discount, calculated as described above. However, if the subsequent holder acquires the Original
Issue Discount Note at a price greater than its adjusted issue price, the holder may reduce its periodic inclusions of original issue
discount income to reflect the premium paid over the adjusted issue price. The remaining redemption amount for an Original Issue Discount
Note is the total of all future payments to be made on the note other than qualified stated interest.
Certain of the Original Issue Discount Notes may
be redeemed prior to Maturity, either at our option or at the option of the holder, or may have special repayment or interest rate reset
features as indicated in the pricing supplement. Original Issue Discount Notes containing these features may be subject to rules that
differ from the general rules discussed above. If you purchase Original Issue Discount Notes with these features, you should carefully
examine the pricing supplement and consult your tax adviser about them since the tax consequences of original issue discount will depend,
in part, on the particular terms and features of the notes.
Short-Term Notes
The rules described above will also generally
apply to Original Issue Discount Notes with maturities of one year or less (“short-term notes”), but with some modifications.
First, the original issue discount rules treat
none of the interest on a short-term note as qualified stated interest, but treat a short-term note as having original issue discount.
Thus, all short-term notes will be Original Issue Discount Notes. Except as noted below, a cash basis U.S. holder of a short-term note
will generally not be required to accrue original issue discount currently, but will be required to treat any gain realized on a sale,
exchange or retirement of the note as ordinary income to the extent such gain does not exceed the original issue discount accrued with
respect to the note during the period the holder held it. A U.S. holder may not be allowed to deduct all of the interest paid or accrued
on any indebtedness incurred or maintained to purchase or carry a short-term note until Maturity of the note or its earlier disposition
in a taxable transaction. Notwithstanding the foregoing, a cash-basis U.S. holder of a short-term note may elect to accrue original issue
discount on a current basis (in which case the limitation on the deductibility of interest described above will not apply). A U.S. holder
using the accrual method of tax accounting and some cash method holders (including banks, securities dealers, regulated investment companies
and certain trust funds) generally will be required to include original issue discount on a short-term note in gross income on a current
basis. Original issue discount will be treated as accruing for these purposes on a ratable basis or, at the election of the holder, on
a constant yield basis based on daily compounding.
Second, any U.S. holder of a short-term note (whether
a cash- or accrual-basis holder) can elect to accrue the “acquisition discount,” if any, with respect to the note on a current
basis. Acquisition discount is the excess of the remaining redemption amount of the note at the time of acquisition over the purchase
price. This election, once made, applies to all obligations acquired by the U.S. holder on or after the first day of the first taxable
year to which such election applies unless revoked with the consent of the IRS. Acquisition discount will be treated as accruing ratably
or, at the election of the holder, under a constant yield method based on daily compounding. If a U.S. holder elects to accrue acquisition
discount, the original issue discount rules will not apply.
Finally, the market discount rules described
below will not apply to short-term notes.
As described above, certain of the notes may be
subject to special redemption features. These features may affect the determination of whether a note has a maturity of one year or less
and thus is a short-term note. If you purchase notes with these features, you should carefully examine the pricing supplement and consult
your tax adviser about these features.
Premium and Market Discount
A U.S. holder that purchases a note at a cost greater
than the note’s remaining redemption amount will be considered to have purchased the note at a premium, and may elect to amortize
the premium as an offset to interest income, using a constant yield method, over the remaining term of the note. This election, once made,
generally applies to all debt instruments held or subsequently acquired by the holder during or after the first taxable year to which
the election applies unless revoked with the consent of the IRS. A U.S. holder that elects to amortize the premium must reduce its tax
basis in the note by the amount of the premium amortized during its holding period. Original Issue Discount Notes purchased at a premium
will not be subject to the original issue discount rules described above. In the case of premium on a foreign currency note, the
holder should calculate the amortization of the premium in the foreign currency. Amortization deductions attributable to a period reduce
interest payments in respect of that period, and therefore are translated into U.S. dollars at the rate used by the U.S. holder for those
interest payments. Exchange gain or loss will be realized with respect to amortized premium on a foreign currency note based on the difference
between the exchange rate computed on the date or dates the premium is amortized against interest payments on the note and the exchange
rate on the date when the holder acquired the note. For a U.S. holder that does not elect to amortize premium, the amount of premium will
be included in the holder’s tax basis when the note matures or is disposed of. Therefore, a U.S. holder that does not elect to amortize
premium and that holds the note to Maturity must generally treat the premium as capital loss when the note matures.
If a U.S. holder purchases a note at a price that
is lower than the note’s remaining redemption amount, or in the case of an Original Issue Discount Note, the note’s adjusted
issue price, by 0.25% or more of the remaining redemption amount (or adjusted issue price), multiplied by the number of remaining whole
years to Maturity, the note will be considered to bear “market discount” in the hands of the holder. In this case, gain realized
by the holder on the disposition of the note generally will be treated as ordinary interest income to the extent of the market discount
that accrued on the note while held by the holder. In addition, the holder could be required to defer the deduction of a portion of the
interest paid on any indebtedness incurred or continued to purchase or carry the note. In general, market discount will be treated as
accruing ratably over the term of the note, or, at the election of the holder, under a constant yield method. A U.S. holder must accrue
market discount on a foreign currency note in the specified currency. The amount includible in income by a U.S. holder in respect of accrued
market discount will be the U.S. dollar value of the accrued amount, generally calculated at the exchange rate in effect on the date that
the note is disposed of.
A U.S. holder may elect to include market discount
in gross income currently as it accrues (on either a ratable or constant yield basis), in lieu of treating a portion of any gain realized
on a sale of the note as ordinary income. If a U.S. holder elects to include market discount on a current basis, the interest deduction
deferral rule described above will not apply. The election, once made, applies to all market discount debt instruments acquired by
the U.S. holder on or after the first day of the first taxable year to which the election applies unless revoked with the consent of the
IRS. Any accrued market discount on a foreign currency note that is currently includible in income will be translated into U.S. dollars
at the average exchange rate for the accrual period (or portion thereof within the holder’s taxable year).
Indexed Notes and Other Notes Providing for Contingent Payment
Special rules govern the tax treatment of
debt obligations that provide for contingent payments (“contingent debt obligations”). These rules generally require
accrual of interest income on a constant yield basis in respect of contingent debt obligations at a yield determined at the time of issuance
of the obligation, and may require adjustments to these accruals when any contingent payments are made. We will provide a detailed description
of the tax considerations relevant to U.S. holders of any contingent debt obligations in the pricing supplement.
Medicare Tax
A 3.8% Medicare tax is imposed on a portion or
all of the net investment income of certain individuals with a modified adjusted gross income of over $200,000 (or $250,000 in the case
of joint filers or $125,000 in the case of married individuals filing separate returns) and on the undistributed net investment income
of certain estates and trusts. For these purposes, “net investment income” generally will include interest (including interest
paid or accrued with respect to the notes), dividends, annuities, royalties, rents, net gain attributable to the disposition of property
not held in a trade or business (including net gain from the sale, exchange, redemption or other taxable disposition of notes) and certain
other income, but will be reduced by any deductions properly allocable to such income or net gain.
Information Reporting and Backup Withholding
The paying agent or other reporting agent will
be required to file information returns with the IRS with respect to payments made to certain U.S. holders. In addition, certain U.S.
holders may be subject to a backup withholding tax (currently at a rate of 24%) in respect of these payments if they do not provide their
taxpayer identification numbers to the paying agent or other reporting agent.
Non-U.S. Holders
If a holder is a non-resident alien individual
or a foreign corporation that is the beneficial owner of the notes (a “non-U.S. holder”):
| (a) | payments of interest (including any original issue discount) on a note made to such non-U.S. holder will not be subject to withholding
of U.S. federal income tax, provided that, with respect to payments of interest on a note, (i) the non-U.S. holder does not actually
or constructively own 10 percent or more of the combined voting power of all classes of our stock and is not a controlled foreign corporation
related to us through stock ownership; (ii) the payments are not payments of contingent interest as described in Section 871(h)(4) of
the Code (generally, interest (including original issue discount), the amount of which is determined by reference to our receipts, sales,
cash flow, income, profits, property values, dividends or comparable attributes or such attributes of a party related to us); (iii) the
beneficial owner provides a statement signed under penalties of perjury (typically, on IRS Form W-8BEN or W-8BEN-E) that includes
its name and address and certifies that it is a non-U.S. holder in compliance with applicable requirements (or satisfies certain documentary
evidence requirements for establishing that it is a non-U.S. holder); (iv) the non-U.S. holder has provided any direct or indirect
information with respect to its direct and indirect U.S. owners; and (v) if the non-U.S. holder or any intermediary through which
it holds notes is a “foreign financial institution” (as defined below), each such entity has entered into an agreement with
the U.S. government, pursuant to which it agrees, among other responsibilities, to collect and provide to the U.S. tax authorities information
about its direct and indirect U.S. accountholders and investors, or otherwise establishes an exemption; and |
| (b) | such non-U.S. holder will not be subject to U.S. federal income tax on gain realized on the sale, exchange or redemption of the note,
provided that, (i) the gain of such holder is not effectively connected with the holder’s conduct of a trade or business in
the United States (and, if certain treaties apply, is not attributable to a permanent establishment maintained by the non-U.S. holder
within the United States); and (ii) if the non-U.S. holder is an individual holder, such holder is not present in the United States
for 183 days or more in the taxable year of the sale, exchange or redemption (and does not satisfy certain other conditions). |
If U.S. tax is imposed as a result of a failure
to comply with the documentation requirements described in clauses (a)(iv) and (v), the beneficial owner may be entitled to a refund
if the required information is provided to the IRS.
For purposes of the discussion in paragraph (a) above,
a “foreign financial institution” generally is a non-U.S. entity that: (i) accepts deposits in the ordinary course of
a banking or similar business; (ii) as a substantial portion of its business, holds financial assets for the account of others; or
(iii) is engaged (or holds itself out as being engaged) primarily in the business of investing, reinvesting, or trading in securities,
partnership interests or commodities, or interests in securities, partnership interests or commodities.
U.S. information reporting requirements and backup
withholding tax will not apply to payments on a note made to a non-U.S. holder if the statement described in paragraph (a)(iii) above
is duly provided.
Backup withholding is not an additional tax. Amounts
withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability. A holder may obtain a
refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claims for a refund with the IRS
and furnishing the required information.
PLAN OF DISTRIBUTION
Under the terms of the Distribution Agreement,
dated September 28, 2009, as amended (the “Distribution Agreement”), we will offer the notes on a continuous basis
to or through the agents. The agents, individually or in a syndicate, may purchase notes, as principal, from us, from time to time, for
resale to investors and other purchasers at varying prices. Such prices relate to prevailing market prices at the time of resale as determined
by the applicable agent or, if so specified in the applicable pricing supplement, for resale at a fixed offering price. However, we may
agree that an agent may utilize its reasonable efforts on an agency basis on our behalf to solicit offers to purchase notes at 100% of
the principal amount thereof, unless otherwise specified in the applicable pricing supplement. We will pay a commission to an agent, ranging
from 0.150% to 0.750% of the principal amount of each note, depending upon its stated maturity, sold through that agent as our agent.
We will negotiate commissions with respect to notes with stated maturities in excess of 30 years that are sold through an agent as our
agent at the time of the related sale. The following table summarizes the commissions or discounts payable in connection with our offering
of the notes with stated maturities of 30 years or less:
| |
Price to Public | | |
Agent’s
Commissions
and Discounts | |
Proceeds to the Company |
Per Note | |
| 100% | | |
0.150% to 0.750% | |
99.850% to 99.250% |
Unless otherwise specified in an applicable pricing
supplement, any note sold to an agent as principal will be purchased at a price equal to 100% of the principal amount minus a discount
equal to the commission that would be paid on an agency sale of a note of identical maturity. We reserve the sole right to accept offers
to purchase notes, withdraw, cancel or modify the offer made hereby without notice, and may reject offers in whole or in part (whether
placed directly by us or through an agent). Each agent will have the right, in its discretion reasonably exercised, to reject in whole
or in part any offer to purchase notes received by it on an agency basis.
Agents may sell notes purchased from us as principal
to other dealers for resale to investors and other purchasers and may provide any portion of the discount received in connection with
their purchase from us to such dealers. After the initial public offering of the notes, the public offering price, the concession and
the discount may be changed.
The notes will not have an established trading
market when issued. Also, the notes will not be listed on any securities exchange. The agents may, from time to time, make a market in
the notes but are not obligated to do so and may discontinue any market making at any time without notice. The agents may, from time to
time, purchase and sell notes in the secondary market but are not obligated to do so, and there can be no assurance that a secondary market
for the notes will develop or be maintained or that there will be liquidity in the secondary market if one develops.
In connection with an offering of notes purchased
by one or more agents as principal on a fixed public offering price basis, the applicable agents will be permitted to engage in certain
transactions that stabilize the price of notes. These transactions may consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of notes. If those agents create a short position in notes, that is, if they sell notes in an amount exceeding
the amount referred to in the applicable pricing supplement, they may reduce that short position by purchasing notes in the open market.
In general, purchases of notes for the purpose of stabilization or to reduce a short position could cause the price of notes to be higher
than it might be in the absence of these type of purchases.
Neither we nor any agent makes any representation
or prediction as to the direction or magnitude of any effect that the transactions described in the immediately preceding paragraph may
have on the price of notes. In addition, neither we nor any agent makes any representation that the agents will engage in any such transactions
or that such transactions, once commenced, will not be discontinued without notice.
We
may, from time to time, engage a dealer other than an agent to solicit a specific purchase of notes if (a) that dealer is engaged
on terms substantially similar, including the same commission schedule, to the applicable terms of the Distribution Agreement entered
into between us and the agents, and (b) the agents are given notice of the purchase, including the terms thereof, promptly after
the purchase has been agreed to. Each such dealer will act individually in connection with the notes and not collectively or jointly with
the agents. We may also sell notes directly to investors and other purchasers on our own behalf in those jurisdictions where we
are permitted to do so.
The agents may be deemed to be “underwriters”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). We have agreed to indemnify the
agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that they may be required
to make in connection with such indemnification.
Standard Chartered Bank will not effect any offers
or sales of any notes offered in this prospectus supplement in the United States unless it is through one or more U.S. registered broker-dealers
as permitted by the regulations of FINRA. Standard Chartered Bank’s identification as an agent in this prospectus supplement should
not be deemed to be an offer by it to sell notes in the United States or a solicitation of an offer by persons in the United States to
buy notes from it.
We
estimate that our expenses that will be incurred in connection with the offering and sale of the notes, excluding any fees and commissions
paid to the SEC and the agents, will total approximately $188,000.
In the ordinary course of its business, the agents
and their affiliates have engaged, and may in the future engage, in investment and commercial banking transactions with us and certain
of our affiliates, for which they were, and may be, paid customary fees and expenses. To the extent that the net offering proceeds, not
including underwriting compensation, of any offering of the notes are used to repay indebtedness owed to affiliates of the agents, such
offerings will be made pursuant to FINRA Rule 5121. In addition, U.S. Bancorp Investments, Inc., one of the agents, is an affiliate
of the Trustee.
In addition, the agents have advised that, in
the ordinary course of their business activities, they and their affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours
or our affiliates. The agents have also advised us that, if they or their affiliates have a lending relationship with us, they would
expect to hedge their credit exposure to us, and even in the absence of a lending relationship, they may do so, in each case consistent
with their customary risk management policies. The agents have advised us that typically they and their affiliates would hedge such exposure
by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities,
including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading
prices of the notes offered hereby. The agents have also advised us that they and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend
to clients that they acquire, long and/or short positions in such securities and instruments.
Prohibition of Sales to EEA Retail Investors
Each agent has represented
and agreed, and each further agent appointed under the Distribution Agreement will be required to represent and agree, that it has not
offered, sold or otherwise made available and will not offer, sell or otherwise make available, any notes which are the subject of the
offering contemplated by this prospectus supplement as completed by the pricing supplement in relation thereto to any retail investor
in the EEA. For the purposes of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (i) | a retail client as defined in point (11) of Article 4(1) of MiFID II; |
| (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 |
| (iii) | not a qualified investor as defined in the Prospectus Regulation; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. |
Prohibition of Sales to United Kingdom
Retail Investors
Each agent has represented and agreed, and each
further agent appointed under the Distribution Agreement will be required to represent and agree, that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make available any notes to any retail investor in the United Kingdom. For the purposes
of this provision:
| (a) | the expression “retail investor” means a person who is one (or more) of the following: |
| (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 of the United Kingdom by virtue of the EUWA; |
| (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) of Article 2(1) of UK MiFIR; or |
| (iii) | not a qualified investor as defined in Article 2 of the
UK Prospectus Regulation; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. |
The United Kingdom
In addition to the provisions identified above
under “—Prohibition of Sales to United Kingdom Retail Investors,” the following provisions shall apply in respect of
the United Kingdom:
Each agent has represented and agreed, and each
further agent appointed under the Distribution Agreement will be required to represent and agree, that:
| · | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale
of any notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and |
| · | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any
notes in, from or otherwise involving the United Kingdom. |
Canada
The notes may be sold in Canada only to purchasers
purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or
territories of Canada may provide a purchaser with remedies for rescission or damages if this document (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with
a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105 Underwriting Conflicts (“NI 33-105”), the agents are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Japan
The notes have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended, the “FIEL”), and each
agent has represented and agreed, and each further agent appointed under the Distribution Agreement will be required to represent and
agree, that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the account or benefit of, any resident
of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228
of 1949, as amended)) (including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale,
directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from
the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial
guidelines of Japan.
Singapore
This prospectus supplement and the accompanying
prospectus have not been, and will not be, registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”) by the Monetary Authority of Singapore, and the offer of the notes in Singapore is made primarily pursuant to
the exemptions under Sections 274 and 275 of the SFA. Accordingly, the notes may not be offered or sold, or made the subject of an invitation
for subscription or purchase, nor may this prospectus supplement, the accompanying prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase of the notes be circulated or distributed, whether directly or indirectly,
to any person in Singapore other than (i) to an institutional investor as defined in Section 4A of the SFA (an “Institutional
Investor”) pursuant to Section 274 of the SFA, (ii) to an accredited investor as defined in Section 4A of the
SFA (an “Accredited Investor”) or other relevant person as defined in Section 275(2) of the SFA (a “Relevant
Person”) and pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A)
of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the
Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with, the conditions
of any other applicable exemption or provision of the SFA.
It is a condition of the offer that where the notes
are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:
| (a) | a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an Accredited Investor; or |
| (b) | a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of
the trust is an individual who is an Accredited Investor, |
securities or securities-based derivatives contracts (each as defined
in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interest (howsoever described) in that
trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the notes except:
| (1) | to an Institutional Investor, an Accredited Investor, a Relevant Person, or which arises from an offer referred to in Section 275(1A)
of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust); |
| (2) | where no consideration is or will be given for the transfer; |
| (3) | where the transfer is by operation of law; |
| (4) | as specified in Section 276(7) of the SFA; or |
| (5) | as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives
Contracts) Regulations 2018 of Singapore. |
Singapore
Securities and Futures Act Product Classification - Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and
309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the
SFA) that the notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Hong Kong
The
notes may not be offered or sold in the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong
Kong”) (except for notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong), by means of any document, other than (i) to “professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances that do
not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong or that do not constitute an offer to the public within the meaning of that Ordinance. No person may issue or have
in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong
or elsewhere, any advertisement, invitation or document relating to the notes, that is directed at, or the contents of which are likely
to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with
respect to notes that are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors”
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.
General
The Plan of Distribution and any selling restrictions
may be supplemented or modified upon our agreement. Any such supplement or modification will be set out in the applicable pricing supplement.
LEGAL MATTERS
Unless otherwise specified in the applicable pricing
supplement, Desiree Ralls-Morrison, McDonald’s Executive Vice President – Global Chief Legal Officer, will pass upon the validity
of the notes for us. Allen Overy Shearman & Sterling US LLP will pass upon the validity of the notes for the agents.
McDonald’s Corporation
Medium-Term Notes
Due from One Year to 60 Years from Date of Issue
PROSPECTUS SUPPLEMENT
Citigroup
ANZ Securities
Barclays
BNP PARIBAS
BofA Securities
COMMERZBANK
Credit Agricole CIB
Goldman, Sachs & Co. LLC
HSBC
ING
J.P. Morgan
MUFG
Mizuho Securities
Morgan Stanley
PNC Capital Markets LLC
Rabo Securities
RBC Capital Markets
SOCIETE GENERALE
Standard Chartered Bank
TD Securities
Truist Securities
UniCredit Capital Markets
US Bancorp
Wells Fargo Securities
Westpac Capital Markets LLC
August 12, 2024
PROSPECTUS
McDONALD’S CORPORATION
110 North Carpenter Street
Chicago, Illinois 60607
United States of America
+1.630.623.3000
Debt Securities
We may, from time to time, offer to sell debt securities.
This prospectus describes the general terms of these securities and the general manner in which we will offer them. We will provide the
specific terms of any securities that we offer in supplements to this prospectus. The supplements also will describe the specific manner
in which we will offer these securities and also may supplement, update or amend information contained in this prospectus.
We may offer and sell these securities on a continuous
or delayed basis directly, through one or more agents, dealers or underwriters, as designated from time to time, or through a combination
of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject,
in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities,
the applicable supplement will set forth any corresponding commissions or discounts. Our net proceeds from the sale of securities also
will be set forth in the applicable supplement.
We may sell these securities for U.S. dollars or
a foreign currency, and payments on these securities may be made in U.S. dollars or a foreign currency. The securities may be offered
separately or together in any combination and as separate series.
We will describe how a particular offering of securities
will be made in the prospectus supplement or pricing supplement for the offering.
You should read this prospectus and any supplement,
as well as any information described under the heading “Incorporation of Certain Information by Reference,” carefully before
you invest.
Investing
in our securities involves certain risks. You should carefully review the risk factors
beginning on page 1 of this prospectus.
Neither the U.S. Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales
of securities unless accompanied by an applicable supplement.
The date of this prospectus is August 12,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) as a “well-known seasoned
issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Under
the automatic shelf registration process, we may, from time to time, offer to sell any combination of the securities described in this
prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time
we offer to sell securities, we will describe in a supplement to this prospectus specific information about the terms of that offering.
The applicable supplement may also add, update or change information contained or incorporated by reference in this prospectus. If there
is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the
prospectus supplement.
To understand the terms of our securities, you
should carefully read this document with the related prospectus supplement and pricing supplement, if applicable. Together they give the
specific terms of the securities we are offering. You should also read the documents we have referred you to in “Incorporation of
Certain Information by Reference” for additional information on the Company and our financial statements before investing in our
securities.
You
should rely only on the information contained or incorporated by reference in this prospectus, the applicable prospectus supplement and
any pricing supplement. We have not authorized anyone to give any information or make any representation about the offering
that is different from, or in addition to, that contained in this prospectus, the related registration statement or in any of the materials
that we have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this type, you should not
rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this
prospectus are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in
this prospectus does not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus unless
the information specifically indicates that another date applies.
References in this prospectus to “McDonald’s,”
“the Company,” “we,” “us,” or “our” are to McDonald’s
Corporation and its consolidated subsidiaries.
McDONALD’S CORPORATION
The Company franchises and owns and operates McDonald’s
restaurants, which serve a locally relevant menu of quality food and beverages in communities across more than 100 countries. Of the 42,406
McDonald's restaurants at June 30, 2024, approximately 95% were franchised.
Under a conventional franchise arrangement, the
Company generally owns or secures a long-term lease on the land and building for the restaurant location and the franchisee pays for equipment,
signs, seating and décor. The Company believes that ownership of real estate, combined with the co-investment by franchisees, enables
it to achieve restaurant performance levels that are among the highest in the industry.
Franchisees are responsible for reinvesting capital
in their businesses over time. In addition, to accelerate implementation of certain initiatives, the Company may co-invest with franchisees
to fund improvements to their restaurants or operating systems. These investments, developed in collaboration with franchisees, are designed
to cater to consumer preferences, improve local business performance and increase the value of the McDonald's brand through the development
of modernized, more attractive and higher revenue generating restaurants.
The Company requires franchisees to meet rigorous
standards and generally does not work with passive investors. The business relationship with franchisees is designed to facilitate consistency
and high quality at all McDonald’s restaurants. Conventional franchisees contribute to the Company’s revenue, primarily through
the payment of rent and royalties based upon a percent of sales, with specified minimum rent payments, along with initial fees paid upon
the opening of a new restaurant or grant of a new franchise. The Company's heavily franchised business model is designed to generate stable
and predictable revenue, which is largely a function of franchisee sales, and resulting cash flow streams.
Under a developmental license or affiliate arrangement,
licensees are responsible for operating and managing their businesses, providing capital (including the real estate interest) and developing
and opening new restaurants. The Company generally does not invest any capital under a developmental license or affiliate arrangement,
and it receives a royalty based on a percent of sales, and generally receives initial fees upon the opening of a new restaurant or grant
of a new license.
The Company’s restaurants offer a substantially
uniform menu, although there are geographic variations to suit local consumer preferences and tastes. The Company’s operations are
designed to assure consistency and high quality at every restaurant.
The Company is a Delaware corporation, organized
on March 1, 1965, as the successor to an Illinois corporation formed in 1956. Its principal executive offices are at 110 North Carpenter
Street, Chicago, Illinois 60607, United States, and its telephone number is +1.630.623.3000.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus (including the information incorporated
by reference in this prospectus) includes forward-looking statements about future events and circumstances and their effects upon revenues,
expenses and business opportunities. Generally speaking, any statement in this prospectus (including the information incorporated by reference
in this prospectus) not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by
the use of forward-looking or conditional words, such as “could,” “should,” “can,” “continue,”
“estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,”
“believe,” “anticipate,” “plan,” “remain,” “confident,” “commit”
and “potential” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations
regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and
speak only as of the date the statement is made. Except as required by law, we do not undertake to update such forward-looking statements.
Our business results are subject to a variety of risks, including those risks discussed under “Risk Factors” below, as well
as elsewhere in our filings with the SEC. If any of these risks materialize, our expectations (or the underlying assumptions) may change
and our performance may be adversely affected. You should not rely unduly on forward-looking statements.
RISK FACTORS
In connection with any investment in our securities,
you should consider carefully (i) the discussion under “Risk Factors” in our most recent Annual Report on Form 10-K,
our most recent Quarterly Report on Form 10-Q, and any subsequent periodic or current report filed with the SEC that includes “Risk
Factors” or that discusses such risks, and (ii) the other information set forth elsewhere in this prospectus, related prospectus
supplement, any pricing supplement and in the documents incorporated by reference into this prospectus.
These risks can have an impact both in the near-
and long-term and are reflective of various considerations and factors that we believe are most likely to affect our performance.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus
supplement or pricing supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes, including,
but not limited to, refinancing of debt, capital expenditures, payment of dividends, the purchase of our common stock, investments in
or extensions of credit to our subsidiaries, or business expansion. Specific allocations of the proceeds for such purposes have not been
made at this time.
DESCRIPTION OF DEBT SECURITIES
The following is a description of the general terms
of the debt securities. We will describe the particular terms and conditions of any series of debt securities offered in a prospectus
supplement. The prospectus supplement, which we will file with the SEC, may modify the general terms found in this prospectus. For a complete
description of any series of debt securities, you should read this prospectus, the relevant prospectus supplement, and any pricing supplement
relating to that series of debt securities.
We may issue senior and subordinated debt securities.
The senior debt securities are issued under an Indenture (the “Senior Indenture”), dated October 19, 1996, between
us and U.S. Bank National Association (formerly, First Union National Bank), as Trustee (the “Trustee”). The subordinated
debt securities are issued under a separate Indenture (the “Subordinated Indenture”), dated October 18, 1996,
between us and the Trustee. The Senior Indenture and the Subordinated Indenture are sometimes referred to in this prospectus individually
as the “applicable Indenture” and, collectively, as the “Indentures.” Copies of the Indentures may
be viewed through the hyperlinks contained in the exhibit index to the registration statement of which this prospectus is a part and are
incorporated by reference into this prospectus. The following summaries highlight some of the provisions of the Indentures but may not
contain all of the information that is important to you and are qualified in their entirety by the provisions of the Indentures. Numerical
references in parentheses below are to Articles and Sections of the Indentures. Except as otherwise indicated, the terms of the Indentures
are identical.
General
The Indentures do not limit the aggregate principal
amount of debt securities that we may issue, and we may issue debt securities in one or more series. The debt securities will be unsecured.
Certain of our unsecured obligations may, however, under certain circumstances, become secured by mortgages as a result of negative pledge
covenants applicable to such obligations while the senior debt securities remain unsecured.
Unless otherwise specified in the prospectus supplement,
the senior debt securities will be unsubordinated obligations of the Company and will rank equally with all of our other unsecured and
unsubordinated indebtedness.
Payments on the subordinated debt securities will
be subordinated to the prior payment in full of all of our senior indebtedness, as described under “Subordination of Subordinated
Debt Securities” and in the applicable prospectus supplement.
We may, from time to time, without the consent
of the registered holders of a series of debt securities, issue additional debt securities of that series having the same terms as the
previously issued debt securities of that series (other than the date of issuance, the date interest, if any, begins to accrue, and the
offering price, which may vary) that will form a single issue with the previously issued debt securities of that series.
The prospectus supplement or the pricing supplement
for each offering will specify whether the debt securities being offered will be senior debt securities or subordinated debt securities
and will provide the following terms, where applicable:
| · | the title of the debt securities of the series; |
| · | whether the debt securities of the series will be senior debt securities, issued under the Senior Indenture, or subordinated debt
securities, issued under the Subordinated Indenture; |
| · | any limit on the aggregate principal amount of the debt securities of the series; |
| · | the date or dates on which the principal of, and premium, if any, on the debt securities of the series will be payable; |
| · | the rate or rates at which the debt securities of the series shall bear interest, if any, or the method of calculating such rate or
rates of interest; the date or dates from which such interest will accrue; the interest payment dates on which any such interest shall
be payable and, if other than as set forth in the applicable Indenture, the record dates for the determination of holders to whom interest
is payable; |
| · | whether the debt securities of the series are to be issued as original issue discount securities and, if so, the yield to maturity; |
| · | the place or places where the principal of, premium, if any, and interest, if any, on the debt securities of the series will be payable,
where the debt securities of the series may be presented for transfer and, if applicable, conversion or exchange, and where notices and
demands in respect of the debt securities of the series may be served on us; |
| · | our right, if any, to redeem the debt securities of the series, and the period or periods within which, the price or prices at which
and the terms and conditions upon which, the debt securities of the series may be redeemed, in whole or in part, pursuant to any sinking
fund or otherwise; |
| · | our obligation, if any, to redeem, purchase or repay the debt securities of the series, in whole or in part, pursuant to any sinking
fund or analogous provisions or at the option of a holder thereof, and the period or periods within which, the price or prices at which,
and the other terms and conditions upon which debt securities of the series will be redeemed or purchased, in whole or in part, pursuant
to such obligation; |
| · | if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities of the series
will be issuable; |
| · | if the amount of payments of principal of, premium, if any, and interest, if any, on the debt securities of the series is to be determined
by reference to an index, formula or other method, or based on a coin or currency or currency unit other than that in which the debt securities
of the series are stated to be payable, the manner in which these amounts are to be determined and the calculation agent, if any, with
respect thereto; |
| · | if other than the principal amount thereof, the portion of the principal amount of the debt securities of the series that will be
payable upon declaration of acceleration of the maturity thereof pursuant to an event of default; |
| · | whether the debt securities of the series are convertible or exchangeable into other debt or equity securities, and, if so, the terms
and conditions upon which such conversion or exchange will be effected, including the initial conversion or exchange price or rate and
any adjustments thereto, the conversion or exchange period and other conversion or exchange provisions; |
| · | any modifications of or additions to the events of default or our covenants with respect to debt securities of the series; |
| · | whether the debt securities of the series will be subject to legal defeasance or covenant defeasance as provided in the applicable
Indenture; |
| · | if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of, premium,
if any, and interest, if any, on the debt securities of the series will or may be payable, or in which the debt securities of the series
will be denominated, and the particular provisions applicable thereto; |
| · | if the debt securities are non-interest bearing, the “stated intervals”; |
| · | if the payments of principal of, premium, if any, and interest, if any, on the debt securities of the series are to be made, at our
or a holder’s election, in a currency or currencies (including currency unit or units) other than that in which such securities
are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which such payments are
to be made, the terms and conditions of such payments and the manner in which the exchange rate with respect to such payments will be
determined, and the particular provisions applicable thereto; and |
| · | any other terms of the debt securities of the series not inconsistent with the applicable Indenture. (Section 2.02) |
The prospectus supplement relating to any series
of subordinated debt securities being offered will also describe the subordination provisions applicable to that series, if different
from the subordination provisions described in this prospectus. In addition, the prospectus supplement relating to a series of subordinated
debt will describe our rights, if any, to defer payments of interest on the subordinated debt securities by extending the interest payment
period.
Debt securities may be issued as original issue
discount securities to be sold at a discount below their stated principal amount. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the
applicable prospectus supplement. Special U.S. federal tax and other considerations applicable to original issue discount securities will
be described in the applicable prospectus supplement. In addition, special U.S. federal tax considerations or other restrictions or terms
applicable to any debt securities to be issued in bearer form, offered exclusively to non-U.S. holders or denominated in a currency other
than U.S. dollars will be set forth in the applicable prospectus supplement.
The above description is not intended to be an
exclusive list of the terms that may be applicable to any debt securities, and we are not limited in any respect in our ability to issue
debt securities with terms different from or in addition to those described above or elsewhere in this prospectus, provided that the terms
are not inconsistent with the applicable Indenture. Any applicable prospectus supplement will also describe any special provisions for
the payment of additional amounts with respect to the debt securities.
Unless otherwise provided in a prospectus supplement,
payments of the principal of, premium, if any, and interest, if any, on the debt securities will be made at the corporate trust offices
of the Trustee; provided, however, that we may, at our option, make payments of interest by check mailed to the address of the person
entitled thereto as it appears in the security register or by wire transfer to an account maintained by the payee with a bank located
in the United States (Sections 2.04, 4.01 and 4.02) Debt securities may be transferred or exchanged at the office or agency that we maintain
for that purpose, subject to the limitations provided in the applicable Indenture, without any service charge except for any tax or governmental
charges. (Section 2.06)
Any money that we pay for principal of, premium,
if any, or interest, if any, on any debt security that remains unclaimed at the end of two years will be repaid to us on demand, and afterwards
the holder of such debt security may look only to us for payment. (Section 12.05)
Global Securities
If any debt securities are issuable in temporary
or permanent global form, the applicable prospectus supplement will describe the circumstances, if any, under which Beneficial Owners
of interests in the global security may obtain definitive debt securities. Payments on a permanent global debt security will be made in
the manner described in the prospectus supplement. (Section 2.01)
Limitation on Liens Covenant in the Senior Indenture
The covenant described below applies with respect
to any and all series of senior debt securities, unless we specify otherwise in the applicable prospectus supplement. We will describe
any additional covenants for a particular series of senior debt securities in the applicable prospectus supplement or pricing supplement.
For your reference, we have provided a list of
definitions of the capitalized terms used in the covenant at the end of the description.
We will not, nor will we permit any Restricted
Subsidiary to, issue or assume any debt for money borrowed if such debt is secured by a mortgage, security interest, pledge, lien or other
encumbrance (mortgages, security interests, pledges, liens and other encumbrances are called “mortgage” or “mortgages”)
upon any Principal Property of the Company or any Restricted Subsidiary or upon any shares of stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in any such
case effectively providing concurrently that the senior debt securities, and at our option any other indebtedness of the Company or any
Restricted Subsidiary ranking equally with the senior debt securities, are secured equally and ratably. These restrictions do not apply
to debt secured by:
| · | mortgages on property, shares of stock or indebtedness of any corporation existing at the time the corporation becomes a Restricted
Subsidiary; |
| · | mortgages on property existing at the time of its acquisition and certain purchase money mortgages; |
| · | mortgages securing debt of a Restricted Subsidiary owing to us or another subsidiary; |
| · | mortgages on property of a corporation existing at the time it is merged into or consolidated with us or a Restricted Subsidiary or
at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to
us or a Restricted Subsidiary; |
| · | mortgages in favor of any country or any political subdivision of any country, or any instrumentality thereof, to secure certain payments
pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase
price or the cost of construction of the property subject to such mortgages; or |
| · | any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referred
to in the foregoing clauses. |
Notwithstanding the above, we and one or more Restricted
Subsidiaries may, without securing the senior debt securities, issue or assume secured debt if, after giving effect to the transaction,
the aggregate of the secured debt then outstanding (not including secured debt permitted under the above exceptions) does not exceed 20%
of the shareholders’ equity of us and our consolidated subsidiaries as of the end of the preceding fiscal year. The transfer of
a Principal Property to a subsidiary or any third party will not be restricted. (Section 4.06 of the Senior Indenture)
The term “Principal Property”
means all real property owned by us or any Restricted Subsidiary that is located within the continental United States and, in the opinion
of our Board of Directors, is of material importance to the total business we and our consolidated affiliates, as an entity, conduct.
(Section 1.01 of the Senior Indenture)
The term “Restricted Subsidiary”
means any subsidiary (i) substantially all the property of which is located within the continental United States, (ii) which
owns Principal Property and (iii) in which our investment, direct or indirect and whether in the form of equity, debt, advances or
otherwise, is in excess of $1 billion as shown on our books as of the end of the fiscal year immediately preceding the date of determination.
A “Restricted Subsidiary” does not include any subsidiary primarily engaged in financing activities, primarily engaged in
the leasing of real property to persons other than us and our subsidiaries, or that we characterize as a temporary investment. (Section 1.01
of the Senior Indenture)
Consolidation, Merger, Sale or Conveyance
Each Indenture provides that we may not merge or
consolidate with any other person or sell, convey, transfer or otherwise dispose of all or substantially all of our assets to any person,
unless:
| · | we are the continuing corporation, or the successor corporation or person (if other than us) expressly assumes all of our obligations
under that Indenture and the applicable debt securities; and |
| · | we, or such successor corporation or person, will not, immediately after such merger or consolidation, or such sale, conveyance, transfer
or other disposition, be in default in the performance of any applicable covenant or condition. |
In the event of any such consolidation, merger,
sale, conveyance (other than by way of lease), transfer or other disposition, the predecessor company may be dissolved, wound up and liquidated
at any time thereafter. The successor corporation or person will succeed to and be substituted for us with the same effect as if it had
been named in the applicable Indenture as the Company, and we will be relieved of any further obligation under the applicable Indenture
and applicable debt securities. (Article 11)
Subordination of Subordinated Debt Securities
Unless otherwise indicated in the applicable prospectus
supplement, the following provisions will apply to the subordinated debt securities.
The subordinated debt securities will, to the extent
described in the Subordinated Indenture, be subordinate in right of payment to all of our indebtedness for borrowed money, whether outstanding
now or incurred in the future, which is not by its terms subordinate to our other indebtedness (“Senior Indebtedness”).
However, Senior Indebtedness will not include amounts owed to our trade creditors in the ordinary course of business. At June 30,
2024, our aggregate amount of Senior Indebtedness was approximately $38.5 billion.
Except as provided under the Subordinated Indenture,
if any one of the following events occurs, we will pay, or otherwise provide for the payment of, all principal, premium, if any, and interest,
if any, on the Senior Indebtedness in full before we make any payment on the subordinated debt securities:
| · | any insolvency or bankruptcy proceedings of the Company, including any receivership, liquidation, reorganization or similar proceedings; |
| · | any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or
bankruptcy proceedings; or |
| · | any series of subordinated debt securities is declared due and payable because of an occurrence of an event of default under the Subordinated
Indenture. |
The Subordinated Indenture does not limit the incurrence
of additional Senior Indebtedness. Senior Indebtedness may include debt securities, indebtedness and other obligations that are senior
in right of payment to the subordinated debt securities, but may be subordinate in right of payment to certain other indebtedness and
obligations of the Company. We may issue other debt securities or incur other indebtedness or obligations that are referred to or designated
as “subordinated” securities, indebtedness or obligations, but that may constitute Senior Indebtedness for purposes of the
Subordinated Indenture.
If this prospectus is being delivered in connection
with the offering of subordinated debt securities, the accompanying prospectus supplement or the information incorporated or deemed to
be incorporated by reference into this prospectus will describe the approximate amount of senior indebtedness outstanding as of a recent
date. That prospectus supplement also may describe any particular provisions applicable to the subordination of those subordinated debt
securities, including any changes to the subordination provisions described in this prospectus. (Article 15 of the Subordinated Indenture)
Events of Default
Each Indenture describes an event of default with
respect to any series of debt securities issued under that Indenture as being any one of the following events:
| · | default in the payment of any interest on any debt security of the series when due, continuing for 30 days; |
| · | default in the payment of principal, or premium, if any, on debt securities of the series when due (and continuing for 10 days, in
the case of subordinated debt securities); |
| · | default in the making or satisfaction of any sinking fund payment on debt securities of the series when due (and continuing for 10
days, in the case of subordinated debt securities); |
| · | failure to observe or perform any other covenants or agreements in the Indenture (other than the limitation on liens covenant in the
Senior Indenture and any other covenant included in the Indenture solely for the benefit of another series of debt securities), continuing
for 60 days after we receive appropriate written notice specifying such failure (and requiring that we remedy such failure), unless such
failure cannot with due diligence be cured within the 60-day period due to causes beyond our control; |
| · | certain events of bankruptcy, insolvency or reorganization of the Company; or |
| · | default in the performance of a particular covenant applicable to debt securities of the series after appropriate notice and opportunity
to cure the default. |
The Senior Indenture defines a failure in the performance
or observance of the limitation on liens covenant, continuing for 120 days after we receive appropriate written notice specifying such
failure (and requiring that we remedy such failure), as an additional event of default with respect to the senior debt securities.
The supplemental indenture or the form of security
for a particular series of debt securities may include additional events of default or changes to the events of default described above.
Any changes to the events of default applicable to a particular series of debt securities will be discussed in the prospectus supplement
or pricing supplement relating to such series.
An event of default with respect to a particular
series of debt securities issued under an Indenture does not necessarily constitute an event of default with respect to any other series
of debt securities issued under that Indenture. If an event of default under the first, second, third or sixth bulleted sentences above
with respect to an Indenture is continuing with respect to any series of debt securities, then the Trustee or the holders of not less
than 25% in aggregate principal amount of the affected series of debt securities may declare the principal amount (or, if the debt securities
are original issue discount securities, the specified portion of the principal amount) of such series to be due and payable. In case an
event of default under the fourth or fifth bulleted sentences above with respect to an Indenture, or with respect to the limitation on
liens covenant of the Senior Indenture, is continuing, the Trustee or holders of not less than 25% in aggregate principal amount of all
the debt securities for which such event of default has occurred and is continuing may declare the principal amount (or, if any debt securities
are original issue discount securities, the specified portion of the principal amount) of the debt securities of all such series to be
due and payable. (Section 6.01)
No holder of a debt security of any series under
an Indenture will have any right to institute any proceeding with respect to that Indenture, or for the appointment of a receiver or trustee
(or other similar official), or for any remedy thereunder, unless:
| · | such holder will have previously given to the Trustee for that Indenture written notice of a continuing event of default; |
| · | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series (or at least 25% in aggregate
principal amount of all series (voting as a class) with respect to which such event of default relates if such event of default is under
the fourth or fifth bulleted sentences above with respect to that Indenture, or under the limitation on liens covenant of the Senior Indenture)
have made a written request upon the Trustee to institute such proceeding and offered reasonable security and indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby; and |
| · | the Trustee has neglected or refused to institute such proceeding for 60 days after its receipt of such notice, request and offer
of indemnity. (Section 6.04) |
Subject to the provisions of the Indentures relating
to the duties of the Trustee, each Indenture provides that the Trustee will be under no obligation to exercise any of its rights or powers
at the request, order or direction of the holders of the debt securities unless the holders have offered the Trustee reasonable security
and indemnity against the costs, expenses and liabilities to be incurred therein or thereby. (Sections 6.04 and 7.01)
Subject to indemnification and other rights of
the Trustee, the holders of a majority (voting as one class) in aggregate principal amount of each affected series of debt securities
under an Indenture may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any of the Trustee’s trusts or powers with respect to the debt securities of such series. Any event of default with respect to a
particular series of debt securities under an Indenture may be waived by the holders of a majority in aggregate principal amount of those
debt securities, except, in each case, a failure to pay principal of, or premium, if any, or interest, if any, on those debt securities.
(Section 6.07)
We are required to file an annual officers’
certificate with the Trustee concerning our compliance with the Indentures. (Section 4.05)
Modification of the Indentures
Each Indenture permits us and the Trustee to execute
a supplemental indenture without the consent of the holders of the debt securities outstanding under that Indenture:
| · | to evidence the succession of another corporation to us and the assumption by it of our covenants, agreements and obligations, in
the case of a merger or consolidation as permitted by that Indenture; |
| · | to add additional covenants, restrictions or conditions for the protection of the holders of all or any series of the debt securities
issued under that Indenture; |
| · | to provide for the issuance under that Indenture of debt securities of any series in bearer or coupon form (including securities registrable
as to principal only) and to provide for exchangeability of such debt securities with the debt securities of the same series issued under
that Indenture in fully registered form and to make all appropriate changes for such purpose; |
| · | to establish the form or terms of debt securities of any series as permitted by the terms of that Indenture; |
| · | to cure any ambiguity or to correct or supplement any defect or inconsistency in that Indenture or any supplemental indenture, or
to make such other provisions in regard to matters or questions arising under that Indenture which shall not adversely affect the interests
of the holders of any debt securities issued under that Indenture; and |
| · | to evidence and provide for the acceptance of appointment by a successor trustee with respect to the debt securities of one or more
series, or to add to or change any of the provisions of the Indentures as are necessary to provide for or facilitate the administration
of the trusts by more than one trustee. |
The Senior Indenture further permits modification
without the consent of the holders of the debt securities to add appropriate provisions (including the appointment of a co-trustee) to
evidence the securing of any series of debt securities pursuant to the limitation on liens covenant. (Section 10.01)
Each Indenture also permits us and the Trustee
to execute a supplemental indenture, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the outstanding
debt securities of each series issued under that Indenture that are affected by such supplemental indenture (each series voting as a class),
to add any provisions to, or change in any manner, or eliminate any provisions of, the Indenture or any supplemental indenture with respect
to that series of debt securities or modify in any manner the rights of the holders of debt securities of that series.
However, the consent of the holders of all of the
outstanding debt securities affected under an Indenture will be required:
| · | to extend the stated maturity of any debt security issued under that Indenture, or reduce the rate or extend the time of payment of
interest, if any, or reduce the principal amount of or premium, if any, on such debt security, or make the principal of, premium, if any,
or interest, if any, on such debt security payable in any coin or currency other than that provided in the debt security, or reduce the
amount of the principal of an original issue discount security that would be due and payable upon an acceleration of the maturity of the
debt security or adversely affect the right of repayment, if any, at the option of the holder; and |
| · | to reduce the percentage of debt securities of any series required to consent to any such supplemental indenture. |
A supplemental indenture that changes or eliminates
any covenant or other provision of the applicable Indenture which has expressly been included solely for the benefit of one or more particular
series of debt securities, or which modifies the rights of the holders of debt securities of such series with respect to such covenant
or other provision, will be deemed not to affect the rights under the applicable Indenture of the holders of debt securities of any other
series. (Section 10.02)
Defeasance
Each Indenture provides that we (a) will be
discharged from all obligations with respect to the debt securities of any series issued under that Indenture (except for certain obligations
to register the transfer or exchange of the debt securities, to replace stolen, lost or mutilated debt securities, to maintain paying
agencies and hold monies for payment in trust) on the 91st day after the applicable conditions set forth below have been satisfied, or
(b) need not comply with certain restrictive covenants of that Indenture (including the limitation on liens covenant in the Senior
Indenture, if applicable) and will not be limited by any restrictions with respect to consolidation, merger, sale or conveyance of assets
with respect to the debt securities of any series issued under that Indenture, at any time after:
| · | we irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the debt securities of such series, money and/or
U.S. government securities, which through the payment of interest and principal, in accordance with their terms, will provide money in
an amount sufficient (in the opinion of a nationally recognized independent public accounting firm selected by us) to pay the principal
of, premium, if any, and interest, if any, on the outstanding debt securities of such series on the dates that such principal, premium,
if any, and interest, if any, is due; |
| · | in the event the debt securities of such series are then listed on the New York Stock Exchange, we have delivered to the Trustee an
opinion of counsel to the effect that our exercise of this discharge option would not cause the debt securities of such series to be delisted; |
| · | certain events of default with respect to the debt securities of such series will not have occurred and will not be continuing on
the date of such deposit, and we have delivered an officers’ certificate to that effect; and |
| · | we have delivered to the Trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service to the effect
that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes, as a result
of our exercise of this discharge option, and such holders will be subject to federal income tax as if we had not exercised this discharge
option. (Section 12.02) |
Satisfaction and Discharge
At our option, we may satisfy and discharge an
Indenture with respect to the debt securities of any series issued under that Indenture (except for specified obligations of the Trustee
and ours, including, among others, the obligations to apply money held in trust) when:
| · | either (a) all debt securities of such series previously authenticated and not otherwise cancelled have been delivered to the
Trustee for cancellation, or (b) all debt securities of such series not previously cancelled or delivered to the Trustee for cancellation
have become due and payable, or will become due and payable by their terms within one year, or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and we have deposited with the Trustee
funds, in trust, sufficient to pay at maturity or redemption all of the debt securities of such series; and |
| · | we have delivered notice to the Trustee, accompanied by an officers’ certificate and an opinion of counsel, each stating that
all conditions precedent relating to the satisfaction and discharge of the Indenture with respect to such series of debt securities have
been satisfied. (Section 12.01) |
Regarding the Trustee
The Trustee and any authenticating agent appointed
by the Trustee, and/or one or more of their respective affiliates, may be lenders under our credit agreements and may provide other commercial
banking, investment banking and other services to us and/or our subsidiaries and affiliates, from time to time, in the ordinary course
of business.
Nothing in the Indentures prohibits the Trustee
from serving as trustee under any other indenture to which we may be a party, from time to time.
If the Trustee or any authenticating agent acquires
a conflicting interest within the meaning of the Trust Indenture Act of 1939, then it must eliminate the conflict or resign in accordance
with the provisions of Article Seven of the applicable Indenture.
Governing Law
The Indentures and the debt securities issued under
the Indentures will be governed by, construed and enforced in accordance with the internal laws of the State of Illinois. (Section 14.04)
PLAN OF DISTRIBUTION
We may offer and sell the securities in any of
the following ways:
| · | to or through underwriters; |
| · | through any combination of these methods of sale; or |
| · | through any other methods described in a prospectus supplement. |
We will describe how a particular offering of securities
will be made, including the names of any agents, dealers or underwriters, the purchase price of the securities, the proceeds we will receive
from the offering, any underwriters’ discounts or commissions, any initial public offering price, any discounts or concessions allowed
or re-allowed or paid to dealers or agents, and any securities exchanges on which such offered securities may be listed, in the applicable
prospectus supplement or pricing supplement for the offering.
If we use underwriters or dealers in the sale,
the underwriters or dealers will acquire the securities for their own account as principal, and may resell them, from time to time, in
one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time
of sale. We may offer the securities to the public either through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Unless otherwise described in the applicable prospectus supplement or pricing supplement, the obligations of the
underwriters to purchase securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase
all of the securities proposed to be sold if they buy any of them. The underwriters may change any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers, from time to time.
We may also sell securities directly or through
designated agents. Any agent involved in the offer or sale of the securities will be named, and any commissions payable by us to such
agent will be described, in the applicable prospectus supplement or pricing supplement. If we utilize an agent in the sale of securities
in respect of which this prospectus is delivered, then we may sell the securities to the agent, as principal. The agent may then resell
the securities to the public at varying prices to be determined by the agent at the time of resale.
We may enter into derivative transactions with
third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement or pricing supplement so indicates, in connection with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus supplement or pricing supplement, including in short sale transactions. If so,
the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open
borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement
or pricing supplement.
The securities may or may not be listed on a national
securities exchange or a foreign securities exchange. Each series of debt securities may be a new issue of securities with no established
trading market. Underwriters and agents may, from time to time, purchase and sell the securities described in this prospectus and the
relevant prospectus supplement or pricing supplement in the secondary market, but are not obligated to do so. No assurance can be given
that there will be a secondary market for the securities or liquidity in the secondary market if one develops. From time to time, underwriters
and dealers may make a market in the securities.
In order to facilitate the offering of the securities,
the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of these securities or any other securities,
the prices of which may be used to determine payments on these securities. Specifically, the underwriters may over-allot in connection
with the offering, creating a short position in the securities for their own accounts. In addition, to cover over-allotments or to stabilize
the price of the securities or of any other securities, the underwriters may bid for, and purchase, the securities or any other securities
in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering, if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters are
not required to engage in these activities and may end any of these activities at any time.
Any underwriters, dealers or agents participating
in the distribution of securities may be deemed to be “underwriters,” and any discounts or commissions received by them on
the sale or resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.
Agents and underwriters may be entitled under agreements
entered into with us to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments that the agents or underwriters may be required to make in respect of such liabilities. One or more of the underwriters,
dealers or agents, and/or one or more of their respective affiliates, may be a lender under our credit agreements and may provide other
commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates in the ordinary course of business.
If so indicated in the prospectus supplement or
pricing supplement, we will authorize agents and underwriters to solicit offers by certain institutions to purchase our securities at
the public offering price set forth in the prospectus supplement or pricing supplement pursuant to delayed delivery contracts providing
for payment and delivery on the date or dates stated in the prospectus supplement or pricing supplement. These delayed delivery contracts
will be subject only to those conditions described in the relevant prospectus supplement or pricing supplement, and the prospectus supplement
or pricing supplement will describe the commissions payable for the solicitation.
We will estimate our expenses associated with any
offering of debt securities in the prospectus supplement or pricing supplement relating to such offering.
LEGAL MATTERS
Unless otherwise specified in the prospectus supplement
or applicable pricing supplement, Desiree Ralls-Morrison, our Executive Vice President – Global Chief Legal Officer, will pass upon
the validity of the securities that we offer. Ms. Ralls-Morrison is a full-time employee of ours and owns, and has the right
to acquire, through the exercise of options or otherwise, shares of our common stock directly and as a participant in various employee
benefit plans.
Any underwriters, dealers or agents will be advised
about the validity of the securities and other legal matters by their own counsel, which will be named in the prospectus supplement or
applicable pricing supplement.
EXPERTS
The
consolidated financial statements of McDonald’s Corporation appearing in our Annual Report on Form 10-K for the year ended December 31, 2023, and the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2023, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts
in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials
we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains an Internet
site at http://www.sec.gov that contains reports, proxy statements and other information regarding issuers that file electronically
with the SEC. You may find our reports, proxy statements and other information at this SEC Web site.
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we
file with the SEC after the date of this prospectus will automatically update and supersede, as appropriate, this information. This prospectus
incorporates by reference the documents listed below (other than portions of these documents that are either (i) described in paragraphs
(d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (ii) “furnished” under
applicable SEC rules rather than “filed” and exhibits furnished in connection with such items):
| · | our
Current Reports on Form 8-K, filed on February 5, 2024, February 16, 2024,
March 13, 2024, March 19, 2024, April 30, 2024, May 20, 2024, May 24, 2024, July 26, 2024, and July 29, 2024. |
Any future filings that we make with the SEC, pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, for so long as the registration statement of which this
prospectus is a part remains effective, shall be deemed to be incorporated by reference into this prospectus from the date such documents
are filed (other than information in the documents or filings that is deemed not to be filed).
We will provide a copy of any or all of the above
documents (including any exhibits that are specifically incorporated by reference in them) to each person, including any Beneficial Owner,
to whom a prospectus is delivered. You may request these documents, at no cost, by writing to us at the following address or telephoning
us at +1.800.228.9623:
McDonald’s Shareholder Services
McDonald’s Corporation
110 North Carpenter Street
Chicago, Illinois 60607
United States of America
McDonald’s Corporation
Debt Securities
PROSPECTUS
August 12, 2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution |
The following table sets forth all estimated expenses
in connection with the issuance and distribution of the securities being registered.
U.S. Securities and Exchange Commission registration fee | |
$ | (1 | ) |
Accounting fees and expenses(2) | |
| 45,000 | |
Legal fees and expenses(2) | |
| 115,000 | |
Trustee’s and transfer agent’s fees and expenses(2) | |
| 4,000 | |
Printing and engraving expenses(2) | |
| 12,000 | |
Rating agency fees(2) | |
| — | |
Miscellaneous(2) | |
| 12,000 | |
Total | |
$ | 188,000 | |
| (1) | This registration statement relates to the registration of securities having an indeterminate maximum aggregate offering amount. Payment
of the registration fee has been deferred and will be calculated and paid in accordance with Rules 456(b) and Rule 457(r) under
the Securities Act of 1933, as amended. |
| (2) | Estimated amounts of fees and expenses to be incurred in connection with the registration of the securities pursuant to this registration
statement. The actual amounts of fees and expenses will be determined from time to time. As the amount of the securities to be issued
and distributed pursuant to this registration statement is indeterminate, the fees and expenses of such issuance cannot be determined
or estimated at this time. |
| Item 15. | Indemnification of Directors and Officers |
Section 102(b)(7) of the Delaware General
Corporation Law (the “DGCL”) permits a corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for: (a) any breach of the director’s duty of loyalty to the corporation or its stockholders; (b) acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) payment of unlawful dividends
or unlawful stock purchases or redemptions; or (d) any transaction from which the director derived an improper personal benefit.
Section 102(b)(7) of the DGCL also permits corporations to exculpate certain officers, providing protection from liability for
monetary damages arising from a breach of the fiduciary duty of care in certain circumstances
Article Fourteenth of the Restated Certificate
of Incorporation of McDonald’s Corporation (the “Registrant”) provides that no director or officer of the Registrant
shall be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable,
to the fullest extent permitted under the DGCL, and that no amendment to or repeal of such Article shall apply to or have any effect
on liability or alleged liability of any director or officer of the Registrant for or with respect to any acts or omissions of such director
or officer occurring prior to such amendment or repeal.
Section 145 of the DGCL provides that a corporation
may indemnify directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative
action”), if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests
of the corporation. In criminal actions, the person indemnified must also have had no reasonable cause to believe that his or her conduct
was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses
(including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action, and the
statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable
to the corporation. Any present or former director or officer who has been successful on the merits or otherwise in defense of any such
action, suit or proceeding referred to above shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection with such action, suit or proceeding. The statute further provides that it is not exclusive of other
indemnification that may be granted by a corporation’s by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.
Article V of the Registrant’s Amended
and Restated By-Laws provides that it shall indemnify and hold harmless each director and officer, as well as certain other employees
and individuals, to the fullest extent permitted under the DGCL. Such indemnification shall cover all expenses, as well as liabilities
and losses, incurred by such individuals.
The Registrant’s Amended and Restated By-Laws
further provide that the Registrant may maintain insurance, at its expense, to protect any director or officer, as well as certain other
employees and individuals, against any expenses, liabilities or losses, regardless of whether the Registrant would have the power to indemnify
such person against such expenses, liabilities or losses under the DGCL. Pursuant to this provision, the Registrant maintains insurance
against any liability incurred by its directors and officers, as well as certain other employees and individuals, in defense of any action
in which they are made parties by reason of their positions as directors and officers, or other relationship with the Registrant.
1(a) |
Distribution
Agreement, dated September 28, 2009, among McDonald’s Corporation and the agents named therein, incorporated herein by
reference to Exhibit 1(a) to the Registration Statement on Form S-3ASR (File No. 333-162182) filed September 28,
2009. |
1(b) |
First
Amendment to Distribution Agreement, dated September 28, 2012, among McDonald’s Corporation and the agents named therein,
incorporated herein by reference to Exhibit 1(b) to the Registration Statement on Form S-3ASR (File No. 333-184198)
filed September 28, 2012. |
1(c) |
Second
Amendment to Distribution Agreement, dated July 17, 2015, among McDonald’s Corporation and the agents named therein, incorporated
herein by reference to Exhibit 1(c) to the Registration Statement on Form S-3ASR (File No. 333-205731) filed
July 17, 2015. |
1(d) |
Third
Amendment to Distribution Agreement, dated July 27, 2018, among McDonald’s Corporation and the agents named therein, incorporated
herein by reference to Exhibit 1(d) to the Registration Statement on Form S-3ASR (File No. 333-226380) filed
July 27, 2018. |
1(e) |
Fourth
Amendment to Distribution Agreement, dated July 29, 2021, among McDonald’s Corporation and the agents named therein, incorporated
herein by reference to Exhibit 1(e) to the Registration Statement on Form S-3ASR (File No. 333-258270) filed
July 29, 2021. |
1(f) |
Fifth
Amendment to Distribution Agreement, dated August 12, 2024, among McDonald’s Corporation and the agents named therein,
filed herewith. |
1(g) |
Form of
Underwriting Agreement, incorporated herein by reference to Exhibit 1(b) to the Registration Statement on Form S-3ASR
(File No. 333-162182) filed September 28, 2009. |
4(a) |
Senior
Debt Securities Indenture, between McDonald’s Corporation and U.S. Bank National Association, as trustee (including form of
Senior Debt Security), incorporated herein by reference to Exhibit 4(a) to the Registration Statement on Form S-3
(File No. 333-14141) filed October 15, 1996. |
4(b) |
Subordinated
Debt Securities Indenture, between McDonald’s Corporation and U.S. Bank National Association, as trustee (including form of
Subordinated Debt Security), incorporated herein by reference to Exhibit 4(b) to the Registration Statement on Form (File
No. 333-14141) filed October 15, 1996. |
4(c) |
Supplemental
Indenture No. 9, dated September 28, 2009, between McDonald’s Corporation and U.S. Bank National Association, as
trustee, incorporated herein by reference to Exhibit 4(c) to the Registration Statement on Form S-3ASR (File No. 333-162182)
filed September 28, 2009. |
4(d) |
Form of
Fixed Rate Registered Note, filed herewith. |
4(e) |
Form of
Floating Rate Registered Note, filed herewith. |
5 |
Opinion
of Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal Officer of McDonald’s Corporation, filed herewith. |
23(a) |
Consent
of Ernst & Young LLP, independent registered public accounting firm, filed herewith. |
23(b) |
Consent
of Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal Officer of McDonald’s Corporation (included
in Exhibit 5 hereto). |
24 |
Powers
of Attorney (set forth on the signature pages hereto). |
25 |
Statement
of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of U.S. Bank National Association, filed herewith. |
107 |
Filing
Fee Table |
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement; provided, however, That paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the U.S.
Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser: (i) each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and (ii) each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15 of this registration statement, or otherwise, the registrant
has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago,
State of Illinois, on August 12, 2024.
|
McDONALD’S CORPORATION |
|
|
|
|
By: |
/s/ Ian F. Borden |
|
|
Ian F. Borden |
|
|
Executive Vice President, |
|
|
Global Chief Financial Officer |
Each person whose signature appears below constitutes and appoints
Christopher J. Kempczinski, Jeffrey J. Pochowicz, Ian F. Borden and Desiree Ralls-Morrison, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with
the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature/Title |
|
Date |
|
|
|
/s/ Ian F. Borden |
|
August 12, 2024 |
Ian F. Borden |
|
|
Executive Vice President and Global Chief Financial Officer
(Principal Financial Officer) |
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/s/ Anthony G. Capuano |
|
August 12, 2024 |
Anthony G. Capuano |
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Director |
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/s/ Kareem Daniel |
|
August 12, 2024 |
Kareem Daniel |
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Director |
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/s/ Lloyd H. Dean |
|
August 12, 2024 |
Lloyd H. Dean |
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Director |
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/s/ Catherine M. Engelbert |
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August 12, 2024 |
Catherine M. Engelbert |
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Director |
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/s/ Margaret H. Georgiadis |
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August 12, 2024 |
Margaret H. Georgiadis |
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Director |
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/s/ Catherine A. Hoovel |
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August 12, 2024 |
Catherine A. Hoovel |
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Senior Vice President — Corporate Controller
(Principal Accounting Officer) |
|
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/s/ Michael D. Hsu |
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August 12, 2024 |
Michael D. Hsu |
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Director |
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/s/ Christopher J. Kempczinski |
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August 12, 2024 |
Christopher J. Kempczinski |
|
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Chairman, President, and Chief Executive Officer
(Principal Executive Officer) |
|
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/s/ John J. Mulligan |
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August 12, 2024 |
John J. Mulligan |
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Director |
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/s/ Jennifer L. Taubert |
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August 12, 2024 |
Jennifer L. Taubert |
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Director |
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/s/ Paul S. Walsh |
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August 12, 2024 |
Paul S. Walsh |
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Director |
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/s/ Amy E. Weaver |
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August 12, 2024 |
Amy E. Weaver |
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Director |
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/s/ Miles D. White |
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August 12, 2024 |
Miles D. White |
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Director |
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Exhibit 1(f)
FIFTH
Amendment
to
Distribution Agreement
August 12, 2024
To: | Citigroup
Global Markets Inc. |
|
ANZ Securities, Inc. |
|
Barclays Capital Inc. |
|
BNP Paribas Securities Corp. |
|
BofA Securities, Inc. |
|
Commerz Markets LLC |
|
Credit Agricole Securities (USA) Inc. |
|
Goldman Sachs & Co. LLC |
|
HSBC Securities (USA) Inc. |
|
ING Financial Markets LLC |
|
J.P. Morgan Securities LLC |
|
MUFG Securities Americas Inc. |
|
Mizuho Securities USA LLC |
|
Morgan Stanley & Co. LLC |
|
PNC Capital Markets LLC |
|
Rabo Securities USA, Inc. |
|
RBC Capital Markets, LLC |
|
SG Americas Securities, LLC |
|
Standard Chartered Bank |
|
TD Securities (USA) LLC |
|
Truist Securities, Inc. |
|
UniCredit Capital Markets LLC |
|
U.S. Bancorp Investments, Inc. |
|
Wells Fargo Securities, LLC |
|
Westpac Capital Markets, LLC |
Re: | McDonald’s Corporation |
| Medium-Term Notes Due from One Year to 60 Years from Date of Issue |
Ladies and Gentlemen:
We refer to the Distribution
Agreement, dated September 28, 2009, as amended by the First Amendment thereto, dated September 28, 2012, the Second Amendment
thereto, dated July 17, 2015, the Third Amendment thereto, dated July 27, 2018, and the Fourth Amendment thereto, dated July 29,
2021 (as so amended, the “Distribution Agreement”), by and among McDonald’s Corporation, a Delaware corporation
(the “Company”), and the Agents named therein, relating to the Medium-Term Notes Program described above. The purpose
of this Fifth Amendment is to supplement and amend the Distribution Agreement as hereinafter set forth. Capitalized terms used but not
defined herein shall have the meanings given to them in the Distribution Agreement.
(1) The
Distribution Agreement is hereby supplemented and amended in the following respects:
(a) The
second sentence of the Distribution Agreement as heretofore amended shall be deleted in its entirety and replaced with the following
new sentence:
“Effective as of January 1,
2023, the Company’s Board of Directors authorized the Company to borrow up to U.S. $15,000,000,000, or the equivalent thereof in
foreign currencies, by means of incurring any form of indebtedness, including by issuing Notes to or through the Agents (as defined below)
pursuant to the terms of this Agreement.”
(b) Section 9
of the Distribution Agreement shall be amended by replacing the notice details set forth therein with the notice details attached hereto
as Annex A.
(c) Exhibit C
of the Distribution Agreement shall be amended by replacing the Administrative Procedures set forth therein with the Administrative
Procedures attached hereto as Annex B.
(3) The
Company hereby removes BMO Capital Markets Corp., Citizens Capital Markets, Inc., and SMBC Nikko Securities America, Inc. as
an Agent under the Distribution Agreement.
(4) This
Fifth Amendment shall become effective when executed by the Company and each of the Agents.
(5) The
amendments contemplated by this Fifth Amendment shall take effect from the date hereof. Except as expressly amended and supplemented
hereby, the Distribution Agreement shall continue to be and shall remain in full force and effect. Any Notes issued under the Program
on or after the date hereof shall be issued pursuant to the Distribution Agreement, as further amended by this Fifth Amendment. This
Fifth Amendment does not affect any Notes issued under the Program prior to the date hereof.
(6) This
Fifth Amendment shall be governed by, and shall be construed in accordance with, the laws of the State of Illinois, without regard to
the conflicts of law rules of such state.
(7) This
Fifth Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.
[Remainder of Page Intentionally Left Blank]
If the foregoing correctly
sets forth our agreement, please indicate your acceptance hereof in the space provided for that purpose below.
| The Company |
| | |
| McDONALD’S CORPORATION |
| | |
| By: | /s/ Michael T. Cieplak |
| | Michael T. Cieplak |
| | Senior Vice President – Treasury and Investor
Relations |
[Signature Page to the Fifth Amendment to Distribution
Agreement]
The foregoing Fifth Amendment to Distribution
Agreement is hereby confirmed and accepted as of the date first written above.
|
Citigroup Global Markets Inc. |
|
ANZ Securities, Inc. |
|
Barclays Capital Inc. |
|
BNP Paribas Securities Corp. |
|
BOFA SECURITIES, INC. |
|
COMMERZ Markets LLC |
|
Credit agricole Securities (usa) Inc. |
|
Goldman Sachs & Co. LLC |
|
HSBC Securities (USA) Inc. |
|
ING Financial Markets LLC |
|
J.P. Morgan Securities LLC |
|
MUFG Securities AMERICAS Inc. |
|
Mizuho Securities USA LLC |
|
Morgan Stanley & Co. LLC |
|
pnc CAPITAL MARKETS LLC |
|
Rabo Securities USA, Inc. |
|
RBC Capital Markets, LLC |
|
SG Americas Securities, LLC |
|
Standard Chartered Bank |
|
td securities (USA) LLC |
|
TRUIST SECURITIES, INC. |
|
UniCredit Capital Markets LLC |
|
U.S. Bancorp Investments, Inc. |
|
Wells Fargo Securities, LLc |
|
westpac capital markets, llc |
| By: | citigroup
global markets inc., |
| | On behalf of itself and the other
Agents party to the Distribution Agreement |
| | |
| By: | /s/ Adam
D. Bordner |
| | Name: |
Adam D. Bordner |
| | Title: |
Managing Director |
[Signature Page to the Fifth Amendment to Distribution Agreement]
ANNEX A TO FIFTH AMENDMENT
TO DISTRIBUTION AGREEMENT
The Company
McDONALD’S CORPORATION
110 North Carpenter Street
Chicago, IL 60607 U.S.A.
Attention: Treasurer
Telephone: (630) 623-3000
Facsimile: (630) 623-5211
with a copy to
Attention: General Counsel
Telephone: (630) 623-3000
Facsimile: (630) 623-4900
The Agents
Citigroup
Global Markets Inc.
388 Greenwich Street
New York, New York 10013 U.S.A.
Attention: Transaction Execution Group
Telephone: (212) 816-1135
Facsimile: (646) 291-5209
Email: TEG.NewYork@citi.com
ANZ Securities, Inc.
277 Park Avenue, 31st Floor
New York, NY 10172 U.S.A
Attention: Debt Syndicate Desk
Telephone: (212) 801-9171
Facsimile: (212) 801-9163
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019 U.S.A.
Attentoin: Syndicate Registration
Facsimile: (646) 834-8133
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019 U.S.A.
Attention: Syndicate Desk
Telephone: (212) 841-2871
Email: new.york.syndicate@bnpparibas.com
BofA Securities, Inc.
1540 Broadway
NY8-540-26-02
New York, New York 10036 U.S.A.
Attention: High Grade Transaction Management/Legal
Facsimile: (212) 901-7881
Email: dg.hg_ua_notices@bofa.com
Commerz Markets LLC
225 Liberty Street
New York, NY 10281-1050 U.S.A
Attention: DCM Bonds, Syndicate Desk
Telephone: (212) 895-1909
Facsimile: (212) 429-4386
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019 U.S.A.
Attention: Fixed Income Syndicate
Telephone: (212) 261-3665
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198 U.S.A.
Attention: Registration Department
HSBC Securities (USA) Inc.
452 Fifth Avenue, 3rd Floor
New York, New York 10018 U.S.A.
Attention: Transaction Management
Telephone: (212) 525-2346
Facsimile: (646) 366-3229
ING Financial Markets LLC
1133 Avenue of the Americas
New York, New York 10036 U.S.A.
Attention: ING DCM Syndicate
Telephone: (646) 424-6000
Facsimile: (646) 424-6248
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179 U.S.A.
Attention: Investment Grade Syndicate Desk
Facsimile: (212) 834-6081
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020 U.S.A.
Attention: Capital Markets Group
Telephone: (212) 405-7440
Facsimile: (646) 434-3455
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020 U.S.A.
Attention: Debt Capital Markets
Telephone: (866) 271-7403
Facsimile: (212) 205-7812
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036 U.S.A.
Attention: Investment Banking Division
Telephone: (212) 761-6691
Facsimile: (212) 507-8999
PNC Capital Markets LLC
The Tower at PNC Plaza
300 Fifth Avenue, Floor 10
Pittsburgh, Pennsylvania 15222 U.S.A.
Attention: Fixed Income
Telephone: (412) 249-0104
Facsimile: (412) 762-2760
Rabo Securities USA, Inc.
245 Park Avenue
New York, New York 10167 U.S.A.
Attention: Kenneth McGrory
Telephone: (212) 808-2562
Facsimile: (212) 808-2548
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281 U.S.A.
Attention: Transaction Management
Telephone: (866) 375-6829
Facsimile: (212) 428-6308
Email: rbcnyfixedincomeprospectus@rbccm.com
SG Americas Securities, LLC
245 Park Avenue
New York, New York 10167 U.S.A.
Attention: Debt Capital Markets
Telephone: (212) 278-6883
Facsimile: (212) 278-7532
Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
United Kingdom
Attention: Debt Capital Markets
Telephone: +44 207 885 8888
Facsimile: +44 207 885 8095
Email: DCMAmericas@sc.com
TD Securities (USA) LLC
1 Vanderbilt Avenue, 12th Floor
New York, New York 10017 U.S.A.
Attention: Transaction Management Group
Email: USTMG@tdsecurities.com
Truist Securities, Inc.
3333 Peachtree Road, 11th Floor
Mail Code: GA-ATLANTA-3947
Atlanta, Georgia 30326 U.S.A.
Attention: Debt Capital Markets
Telephone: (404) 926-5625
Facsimile: (404) 926-5027
U.S. Bancorp Investments, Inc.
214 North Tryon Street
Charlotte, North Carolina 28202 U.S.A.
Attention: Debt Capital Markets
EX-NC-WCST
Telephone: (877) 558-2607
Facsimile: (704) 335-4672
UniCredit Capital Markets LLC
150 East 42nd Street, 29th Floor
New York, New York 10017 U.S.A.
Attention: Andy Lupo
Telephone: (212) 672-5945
Facsimile: (212) 672-5511
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202 U.S.A.
Attention: Transaction Management
Telephone: (704) 410-4792
Facsimile: (704) 410-0326
Westpac Capital Markets, LLC
575 Fifth Avenue, 39th Floor
New York, New York 10017 U.S.A.
Attention: Mark van der Griend and Daniel Sutton
Telephone: (212) 389-1269
Facsimile: (212) 551-1998
ANNEX B TO FIFTH AMENDMENT
TO DISTRIBUTION AGREEMENT
EXHIBIT C
Medium-Term Note Administrative Procedures
Medium-Term Notes (the “Notes”)
are to be offered on a continuing basis by McDonald’s Corporation (the “Company”). Each of Citigroup Global
Markets Inc., ANZ Securities, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Commerz Markets
LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., ING Financial Markets
LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, PNC Capital
Markets LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC, SG Americas Securities, LLC, Standard Chartered Bank, TD Securities
(USA) LLC, Truist Securities, Inc., UniCredit Capital Markets LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities,
LLC, and Westpac Capital Markets, LLC as agent (each an “Agent”), has agreed to solicit offers to purchase the Notes
and to purchase Notes, as principal, for its own account. The Notes are being sold pursuant to a Distribution Agreement, by and among
the Company and the Agents, dated September 28, 2009 (the “Agreement”), as amended. The Company reserves the
right to sell Notes directly on its own behalf pursuant to the Agreement. The Agent or Agents, acting solely as agent or agents for the
Company and not as principal, will use reasonable efforts to solicit offers to purchase the Notes. No Agent shall have an obligation
to purchase Notes from the Company as principal, but an Agent may agree, from time to time, to purchase Notes as principal. Any such
purchase of Notes by an Agent as principal shall be made in accordance with the Agreement. Only those provisions in these Administrative
Procedures that are applicable to the particular role that the Agents will perform shall apply.
The Notes will be in registered form and will
be issued under an Indenture, dated as of October 19, 1996, between the Company and U.S. Bank National Association (formerly, First
Union National Bank), as trustee (the “Trustee”), and any supplemental indenture thereto. If any provision of these
Administrative Procedures limits or conflicts with any provision of the form of Note, such provision in the form of Note shall be controlling.
The Notes will constitute part of the senior debt of the Company and will rank equally with all other unsecured and unsubordinated debt
of the Company.
Each Note will be represented by either a Global
Security (as defined hereinafter) (a “Registered Note”) or a certificate delivered to the Holder thereof or a Person
designated by such Holder (a “Certificated Note”). Each Global Security representing Registered Notes will be delivered
to The Bank of New York Mellon Trust Company, N.A. (“Bank of New York” or the “DTC Agent”), acting
as agent for The Depository Trust Company or any successor depositary selected by the Company (“DTC,” which term,
as used herein, includes any successor depositary selected by the Company), and will be recorded in the book-entry system maintained
by DTC (a “Book-Entry Note”). Except as set forth in the Basic Prospectus (as defined in the Agreement), an owner
of a Book-Entry Note will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the
specific terms of, the solicitation of orders by the Agents and the sale as a result thereof by the Company are explained below. Administrative
and record-keeping responsibilities will be handled for the Company by its Treasury Department. The Company will advise the Agents, the
Paying Agent and the Trustee in writing of those persons handling administrative responsibilities with whom the Agents, the Paying Agent
and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of
the offering are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I
hereof, as adjusted in accordance with changes in DTC’s operating requirements, and Certificated Notes will be issued in accordance
with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture,
the Notes or the Prospectus Supplement relating to the Notes shall be used herein as therein defined. Notes for which interest is calculated
on the basis of a fixed interest rate, which may be zero, are referred to herein as “Fixed Rate Notes.” Notes for
which interest is calculated on the basis of a floating interest rate are referred to herein as “Floating Rate Notes.”
To the extent the procedures set forth below conflict with the provisions of the Notes, the Indenture, DTC’s operating requirements
or the Agreement, the relevant provisions of the Notes, the Indenture, DTC’s operating requirements and the Agreement shall control.
PART I: ADMINISTRATIVE PROCEDURES FOR
BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry
Notes for eligibility in the book-entry system maintained by DTC, the DTC Agent will perform the custodial, document control and administrative
functions described below for the Registered Notes. The DTC Agent will perform such functions in accordance with its respective obligations
under DTC’s operational arrangements referred to in the Letter of Representations from the Company to DTC, dated as of September 28,
2009 and a Medium-Term Note Certificate Agreement between Bank of New York (formerly, Bank One, N.A.) and DTC, dated April 14, 1989
and as amended to date, and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).
| Issuance: | On
any date of settlement (as defined under “Settlement” below) for one or more
Fixed Rate Book-Entry Notes, the Company will issue a single global security in fully registered
form without coupons (a “Global Security”) representing up to $500,000,000
principal amount of all such Notes that have the same interest rate, Stated Maturity, Interest
Payment Date and redemption provisions. On any settlement date for one or more Floating Rate
Book-Entry Notes, the Company will issue a single Global Security representing up to $500,000,000
principal amount of all such Notes that have the same Base Rate, Initial Interest Rate, Index
Maturity, Spread or Spread Multiplier, Interest Reset Period, Interest Payment
Dates, redemption and repayment provisions, Minimum Interest Rate (if any), Maximum Interest
Rate (if any) and Stated Maturity. On any settlement date for one or more Indexed Book-Entry
Notes, the Company will issue a single Global Security representing up to $500,000,000 principal
amount of all such Notes that have the same terms (as such terms are identified in the Pricing
Supplement relating to such Notes). Each Global Security will be dated and issued as of the
date of its authentication by the Trustee for the Registered Notes represented by such Global
Security. No Global Security will represent (i) more than one of a Fixed Rate, Floating
Rate and Indexed Book-Entry Notes; or (ii) any Certificated Note. |
| Identification
Numbers: | The Company has arranged with the CUSIP Service Bureau of Standard &
Poor’s (the “CUSIP Service Bureau”) for the reservation of a series
of CUSIP numbers (including tranche numbers) for the Registered Notes. Such series, as of
the date hereof, consists of approximately 800 CUSIP numbers and relates to Global Securities
representing Book-Entry Notes and book-entry medium-term notes issued by the Company with
other series designations. The DTC Agent has obtained from the CUSIP Service Bureau written
lists of such reserved CUSIP numbers and caused such lists to be delivered to the DTC Agent
and to DTC. The DTC Agent will assign CUSIP numbers to Global Securities as described below
under Settlement Procedure “B.” DTC will notify the CUSIP Service Bureau periodically
of the CUSIP numbers that the DTC Agent has assigned to Global Securities. The DTC Agent
will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain
unassigned to Global Securities, and, if it deems necessary, the Company will reserve additional
CUSIP numbers for assignment to Global Securities. Upon obtaining such additional CUSIP numbers,
the Company shall deliver a list of such additional CUSIP numbers to the DTC Agent, as needed,
and to DTC. |
| Registration: | Global
Securities will be issued only in fully registered form without coupons and each Global Security
will be registered in the name of Cede & Co., as nominee for DTC, on the securities
register for the Notes (the “Securities Register”) maintained under the
Indenture. The beneficial owner of a Book-Entry Note (or one or more indirect participants
in DTC designated by such owner) will designate one or more direct participants in DTC (with
respect to such Note, the “Participants”) to act as agent or agents for
such owner in connection with the book-entry system maintained by DTC, and DTC will record
in book-entry form, in accordance with instructions provided by such Participants, a credit
balance with respect to such beneficial owner in such Note in the account of such Participants.
The ownership interest of such beneficial owner (or such participants) in such Note will
be recorded through the records of such Participants or through the separate records of such
Participants and one or more indirect participants in DTC. |
| Transfers: | Transfers
of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants
(and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial
transferors and transferees of such Note. |
| Exchanges: | The
DTC Agent may deliver to DTC and the CUSIP Service Bureau at any time a written notice of
consolidation (a copy of which shall be attached to the resulting Global Security described
below) specifying (i) the CUSIP numbers of two or more Outstanding Global Securities
that represent (A) Fixed Rate Book-Entry Notes having the same interest rate, Interest
Payment Date, redemption provisions and Stated Maturity and for which interest has been paid
to the same date; (B) Floating Rate Book-Entry Notes having the same Base Rate, Initial
Interest Rate, Index Maturity, Spread or Spread Multiplier, Interest Reset Period, Interest
Payment Dates, redemption and repayment provisions, Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and Stated Maturity and for which interest has been paid to the same
date; or (C) Indexed Book-Entry Notes having the same terms (as such terms are identified
in the Pricing Supplement relating to such Notes); (ii) a date, occurring at least 30
days after such written notice is delivered and at least 30 days before the next Interest
Payment Date for such Book-Entry Notes, on which such Global Securities shall be exchanged
for a single replacement Global Security; and (iii) a new CUSIP number to be assigned
to such replacement Global Security. Upon receipt of such a notice, DTC will send to its
participants (including the DTC Agent) a written reorganization notice to the effect that
such exchange will occur on such date. Prior to the specified exchange date, the DTC Agent
will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date
and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be valid. On the specified exchange
date, the DTC Agent will exchange such Global Securities for a single Global Security bearing
the new CUSIP number and the CUSIP numbers of the exchanged Global Securities will, in accordance
with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Upon such
exchange, the DTC Agent will mark the predecessor Global Security “canceled,”
make appropriate entries in the DTC Agent’s records and destroy such canceled Global
Security in accordance with the terms of the Indenture and deliver a certificate of destruction
to the Company. Notwithstanding the foregoing, if the Global Securities to be exchanged exceed
$500,000,000 in aggregate principal amount, one Global Security will be authenticated and
issued to represent each $500,000,000 of principal amount of the exchanged Global Securities
and an additional Global Security will be authenticated and issued to represent any remaining
principal amount of such Global Securities (see “Denominations” below). |
| Maturities: | Each
Book-Entry Note will mature on a date not less than one year nor more than 60 years after
the settlement date for such Note (the “Stated Maturity”). Unless otherwise
specified in the applicable Pricing Supplement, a Floating Rate Book-Entry Note will mature
only on an Interest Payment Date for such Note. |
| Denominations: | Unless
otherwise specified in the applicable Pricing Supplement, Book-Entry Notes will be issued
in principal amounts of $1,000 or any amount in excess thereof that is an integral multiple
of $1,000. If Book-Entry Notes are denominated in a specified currency other than U.S. dollars,
the denominations of such Notes will be determined pursuant to the provisions of the applicable
Pricing Supplement. Global Securities will be denominated in principal amounts not in excess
of $500,000,000 (or the equivalent thereof). If one or more Book-Entry Notes having an aggregate
principal amount in excess of $500,000,000 (or the equivalent thereof) would, but for the
preceding sentence, be represented by a single Global Security, then one Global Security
will be authenticated and issued to represent each $500,000,000 principal amount (or the
equivalent thereof) of such Book-Entry Note or Notes and an additional Global Security will
be authenticated and issued to represent any remaining principal amount of such Book-Entry
Note or Notes. In such a case, each of the Global Securities representing such Book-Entry
Note or Notes shall be assigned the same CUSIP number. |
| Interest: | General.
Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each
Book-Entry Note will accrue from the Original Issue Date (or such other date on which interest
otherwise begins to accrue (if different than the Original Issue Date)) of the Global Security
representing such Book-Entry Note or from the last day to which interest has been paid thereon
or duly provided for and will be calculated and paid in the manner described in such Book-Entry
Note and in the applicable Pricing Supplement. The first payment of interest on any Book-Entry
Note originally issued between a Regular Record Date and an Interest Payment Date will be
made on the next succeeding Interest Payment Date. Unless otherwise specified therein, each
payment of interest for a Book-Entry Note will include interest accrued to but excluding
the Interest Payment Date or to but excluding Stated Maturity. Interest payable at the Stated
Maturity of a Book-Entry Note will be payable to the person to whom the principal of such
Note is payable. Standard & Poor’s will use the information received in the
pending deposit message described under Settlement Procedure “C” below in order
to include the amount of any interest payable and certain other information regarding the
related Global Security in the appropriate daily bond report published by Standard &
Poor’s. |
| | Regular
Record Dates. Unless otherwise specified in the applicable Pricing Supplement,
the Regular Record Date with respect to any Interest Payment Date for a Fixed Rate Book-Entry
Note shall be the February 1 or August 1 (whether or not a Business Day) immediately
preceding such Interest Payment Date. Unless otherwise specified in the applicable Pricing
Supplement, the Regular Record Date with respect to any Interest Payment Date for a Floating
Rate Book-Entry Note shall be the date (whether or not a Business Day) 15 calendar days immediately
preceding such Interest Payment Date. |
| | |
| | Interest Payment
Dates on Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant to Settlement
Procedure “A” below, interest payments on Fixed Rate Book-Entry Notes will be
made semiannually on February 15 and August 15 of each year and at Stated Maturity;
provided, however, that if any Interest Payment Date for a Fixed Rate Book-Entry Note
is not a Business Day, the payment due on such day shall be made on the next succeeding Business
Day, and no interest shall accrue on such payment for the period from and after such Interest
Payment Date; and provided further that in the case of a Fixed Rate Book-Entry Note
issued between a Regular Record Date and an Interest Payment Date, the first interest payment
will be made on the Interest Payment Date following the next succeeding Regular Record Date. |
| | Interest
Payment Dates on Floating Rate Book-Entry Notes. Unless otherwise specified, interest
payments will be made on Floating Rate Book-Entry Notes monthly, quarterly, semiannually
or annually. Unless otherwise specified, interest will be payable, in the case of Floating
Rate Book-Entry Notes that: reset daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year, as specified; reset quarterly, on the third Wednesday of March, June, September and
December of each year; reset semiannually, on the third Wednesday of each of two months
specified pursuant to Settlement Procedure “A” below; and reset annually, on
the third Wednesday of the month specified pursuant to Settlement Procedure “A”
below; provided, however, that if an Interest Payment Date for a Floating Rate Book-Entry
Note would otherwise be a day that is not a Business Day with respect to such Floating Rate
Book-Entry Note, such Interest Payment Date will be the next succeeding Business Day with
respect to such Floating Rate Book-Entry Note, except in the case of a Floating Rate Book-Entry
Note for which the Base Rate is Compounded SOFR, if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding Business Day;
and provided further, that in the case of a Floating Rate Book-Entry Note issued between
a Regular Record Date and an Interest Payment Date, the first interest payment will be made
on the Interest Payment Date following the next succeeding Regular Record Date. |
| | Notice of
Interest Payment and Regular Record Dates. On the first Business Day of January, April,
July and October of each year, the DTC Agent will deliver to the Company and DTC
a written list of Regular Record Dates and Interest Payment Dates that will occur with respect
to Book-Entry Notes during the six-month period beginning on such first Business Day. Promptly
after each Interest Determination Date for Floating Rate Book-Entry Notes, the designated
calculation agent will make available to Standard & Poor’s the interest rates
determined on such Interest Determination Date. |
| Calculation
of Interest: | Fixed Rate Book-Entry Notes. Interest on
Fixed Rate Book-Entry Notes (including interest for partial periods) will be calculated on
the basis of a 360-day year of twelve 30-day months. |
| | Floating Rate
Book-Entry Notes. Interest rates on Floating Rate Book-Entry Notes will be determined
as set forth in the form of Notes. Interest on Floating Rate Book-Entry Notes, except as
otherwise set forth herein, will be calculated on the basis of actual days elapsed and a
year of 360 days, except as otherwise specified in the applicable Pricing Supplement. |
| | Amortizing Book-Entry Notes. Unless otherwise indicated in the applicable Pricing Supplement,
interest on Amortizing Notes will be calculated on the basis of a 360-day year of twelve
30-day months. |
| Payments
of Principal and Interest: | Payment of Interest Only. Promptly
after each Regular Record Date, the DTC Agent will deliver to the Company and DTC a written
notice specifying the CUSIP number, the amount of interest to be paid on each Global Security
on the following Interest Payment Date (other than an Interest Payment Date coinciding with
Stated Maturity) and the total of such amounts. DTC will confirm the amount payable on each
Global Security on such Interest Payment Date by reference to the daily bond reports published
by Standard & Poor’s. The Company will pay to the Paying Agent the total amount
of interest due on such Interest Payment Date (other than at Stated Maturity), and the Paying
Agent will pay such amount to DTC, at the times and in the manner set forth below under “Manner
of Payment.” |
| | Payments at
Stated Maturity. On or about the first Business Day of each month, the DTC Agent
will deliver to the Company and DTC a written list of principal and interest to be paid on
each Global Security maturing in the following month. The Company, DTC and the DTC Agent
will confirm the amounts of such principal and interest payments with respect to each such
Global Security on or about the fifth Business Day preceding the Stated Maturity of such
Global Security. The Company will pay to the Paying Agent the principal amount of such Global
Security, together, with interest due at such Stated Maturity. The Paying Agent will pay
such amount to DTC at the times and in the manner set forth below under “Manner of
Payment.” Promptly after payment to DTC of the principal and interest due at the Stated
Maturity of such Global Security, the Paying Agent will cancel such Global Security and deliver
it to the Company with an appropriate debit advice. |
| | Manner
of Payment. The total amount of any principal and interest due on Global Securities
on any Interest Payment Date or at Stated Maturity shall be paid by the Company to the Paying
Agent in immediately available funds no later than 9:30 A.M. (New York City time) on
such date. The Company will make such payment on such Global Securities by instructing the
Paying Agent to withdraw funds from an account maintained by the Company. The Company will
confirm any such instructions in writing to the Paying Agent. For Stated Maturity, redemption
and other principal payments, the Paying Agent will pay, prior to 10:00 A.M. (New York
City time) on such date or as soon as possible thereafter, by separate wire transfer (using
Fedwire message entry instructions in a form previously specified by DTC) to an account at
the Federal Reserve Bank of New York previously specified by DTC, in funds available for
immediate use by DTC, each payment of principal (together with interest thereon) due on a
Global Security on such date. Thereafter on such date, DTC will pay, in accordance with its
SDFS operating procedures then in effect, such amounts in funds available for immediate use
to the respective Participants in whose names the Book-Entry Notes represented by such Global
Security are recorded in the book-entry system maintained by DTC. Payments of interest shall
be made to DTC in same day funds in accordance with existing arrangements in place between
the DTC Agent and DTC. None of the Company, the Paying Agent or the DTC Agent shall have
any direct responsibility or liability for the payment by DTC to such Participants of the
principal of and interest on the Book-Entry Notes. |
| | If an issue of Notes is denominated
in a currency other than the U.S. dollar, the Company will make payments of principal and
any interest in the currency in which the Notes are denominated (the “foreign currency”)
or in U.S. dollars. DTC has elected to have all such payments of principal and interest in
U.S. dollars unless notified by any of its Participants through which an interest in the
Notes is held that it elects, in accordance with and to the extent permitted by the applicable
Pricing Supplement and the Note, to receive such payment of principal or interest in the
foreign currency. On or prior to the third Business Day after the record date for payment
of interest and twelve days prior to the date for payment of principal, such Participant
shall notify DTC of (i) its election to receive all, or the specified portion, of such
payment in the foreign currency; and (ii) its instructions for wire transfer of such
payment to a foreign currency account. |
| | DTC will notify the Trustee on
or prior to the fifth Business Day after the record date for payment of interest and ten
days prior to the date for payment of principal of the portion of such payment to be received
in the foreign currency and the applicable wire transfer instructions, and the Trustee shall
use such instructions to pay the Participants directly. If DTC does not so notify the Trustee,
it is understood that only U.S. dollar payments are to be made. The Trustee shall notify
DTC on or prior to the second Business Day prior to payment date of the conversion rate to
be used and the resulting U.S. dollar amount to be paid per $1,000 face amount. In the event
that the Trustee’s quotation to convert the foreign currency into U.S. dollars is not
available, the Trustee shall notify DTC’s Dividend Department that the entire payment
is to be made in the foreign currency. In such event, DTC will ask its Participants for payment
instructions and forward such instructions to the Trustee and the Trustee shall use such
instructions to pay the Participants directly. |
| | Withholding
Taxes. The amount of any taxes required under applicable law to be withheld from
any interest payment on a Book-Entry Note will be determined and withheld by the Participant,
indirect participant in DTC or other person responsible for forwarding payments and materials
directly to the beneficial owner of such Note. |
| Procedures upon Company’s Exercise
of Optional Redemption: | Company
Notice to Trustee and Paying Agent regarding Exercise of Optional Redemption. The Company may exercise such option by causing the
Trustee or the Paying Agent to mail a notice of such redemption at least 10 but not more than 45 days prior to the applicable Optional
Redemption Date. Any such redemption of a Book-Entry Note may, at the Company’s option, be subject to one or more conditions precedent.
Any related written notice of redemption shall describe the conditions precedent and, at the Company’s option, shall indicate that
the Optional Redemption Date may be delayed or the written notice rescinded if all such conditions precedent shall not have been satisfied
or waived. The Company shall be solely responsible for determining whether any such conditions precedent have been satisfied or waived
and in the event of any delay or rescission of redemption, written notice shall be provided by the date of redemption. |
| | Paying
Agent Notice to DTC regarding Company’s Exercise of Optional Redemption.
After receipt of notice that the Company is exercising its option to redeem a Book-Entry
Note, the Trustee will, at least 10 days before the redemption date of such Book-Entry Note,
hand deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and informing
DTC of the Company’s exercise of such option with respect to such Book-Entry Note and
any conditions associated with such exercise. |
| | Deposit
of Redemption Price. On or before any redemption date, the Company shall deposit
with the Paying Agent an amount of money sufficient to pay the redemption price, plus interest
accrued to such redemption date, for all the Book-Entry Notes or portions thereof which are
to be repaid on such redemption date. The Paying Agent will use such money to repay such
Book-Entry Notes pursuant to the terms set forth in such Notes. |
| Procedure for Rate Setting and
Posting: | The Company and an Agent will discuss from time to time
the aggregate principal amount of, the issuance price of and the interest rates to be borne
by Book-Entry Notes that may be sold as a result of the solicitation of orders by that Agent.
If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect
of which an Agent is to solicit orders (the setting of such prices and rates to be referred
to herein as “posting”) or if the Company decides to change prices or
rates previously posted by it, it will promptly advise that Agent of the prices and rates
to be posted. |
| Acceptance and Rejection of
Offers: | Unless otherwise instructed by the Company, an Agent will
advise the Company promptly by telephone of all orders to purchase Book-Entry Notes received
by that Agent, other than those rejected by it in whole or in part in the reasonable exercise
of its discretion. Unless otherwise agreed by the Company and an Agent, the Company has the
right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole
or in part. |
| Confirmation: | For
each order to purchase a Book-Entry Note solicited by an Agent and accepted by or on behalf
of the Company, that Agent will issue a confirmation to the purchaser, with a copy to the
Company, setting forth the details set forth above and delivery and payment instructions. |
| Settlement: | The
receipt by the Company of immediately available funds in payment for a Book-Entry Note and
the authentication and issuance of the Global Security representing such Book-Entry Note
shall constitute “settlement” with respect to such Book-Entry Note, and
the date of such settlement, the “Settlement Date.” All orders accepted
by the Company will be settled on the second Business Day next succeeding the date of acceptance
pursuant to the timetable for settlement set forth below unless the Company and the purchaser
agree to settlement on another day, which shall be no earlier than the next Business Day
following the date of sale. |
| Settlement
Procedures: | Settlement Procedures with regard to each Book-Entry
Note sold by the Company to or through an Agent, except pursuant to a Terms Agreement, shall
be as follows: |
| A. | The Agent will advise the Company by telephone (or by facsimile or other
acceptable written means) that such Note is a Book-Entry Note and of the following settlement
information: |
| 1. | Principal or face amount. |
| 2. | Series. |
| 3. | Stated Maturity. |
| 4. | In the case of a Fixed Rate Book-Entry Note, the interest rate and reset,
redemption, repayment and extension provisions (if any) or, in the case of a Floating Rate
Book-Entry Note, the Base Rate, Initial Interest Rate (if known at such time) Interest
Reset Period, Interest Reset Dates, Index Maturity, Spread and/or Spread Multiplier
(if any), Minimum Interest Rate (if any), Maximum Interest Rate (if any), reset, redemption,
repayment and extension provisions (if any) and calculation agent. |
| 5. | Interest Payment Dates and the Interest Payment Period. |
| 6. | Amortization provisions, if any. |
| 7. | Settlement Date and Issue Date, if different. |
| 8. | Specified Currency. |
| 9. | Denominated Currency, Index Currency, base exchange rate, and the
determination date, if applicable. |
| 10. | Price. |
| 11. | Agent’s commission, determined as provided in the Agreement. |
| 12. | Whether such Book-Entry Note is an Original Issue Discount Note and,
if so, the total amount of a OID, the Yield to Maturity and the initial accrual period. |
| 13. | Any other terms necessary to describe the Book-Entry Note. |
| B. | The Company will advise the relevant DTC Agent by telephone (confirmed
in writing at any time on the same date), written telecommunication or electronic transmission
of the information set forth in Settlement Procedure “A” above. Each such
communication by the Company shall constitute a representation and warranty by the Company
to the DTC Agent for such Note, the Trustee for such Note and the Agent that (i) such
Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance
and sale by the Company; and (ii) such Note, and the Global Security representing such
Note, will conform with the terms of the Indenture for such Note. The DTC Agent will then
assign a CUSIP number to the Global Security representing such Book-Entry Note and notify
the Agent and the Company by telephone (confirmed in writing at any time on the same date),
written telecommunication or electronic transmission of such CUSIP number as soon as practicable. |
| C. | The DTC Agent will enter a pending deposit message through DTC’s
Participant Terminal System, providing the following Settlement information to DTC, such
Agent, Standard & Poor’s and, upon request, the Trustee: |
| 1. | The information set forth in Settlement Procedure “A.” |
| 2. | Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry
Note. |
| 3. | Initial Interest Payment Date for such Note, number of days by which
such date succeeds the related DTC Record Date and amount of interest, if known, payable
on such Interest Payment Date. |
| 4. | Interest Payment Period or frequency of Interest Payment Dates. |
| 5. | CUSIP number of the Global Security representing such Note. |
| 6. | Whether such Global Security will represent any other Book-Entry Note
(to the extent known at such time). |
| 7. | The participant account numbers maintained by DTC on behalf of the Trustee
and the Agent. |
| D. | To the extent the Company has not already done so, the Company will
deliver to the Trustee for such Notes a Global Security in a form that has been approved
by the Company, the Agent and the Trustee. |
| E. | The Bank of New York, as Authenticating Agent, will complete each Book-Entry
Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon,
and authenticate the Global Security representing such Note. |
| F. | DTC will credit such Note to the DTC Agent’s participant account
at DTC. |
| G. | The DTC Agent will enter an SDFS deliver order through DTC’s Participant
Terminal System instructing DTC to (i) debit such Note to the DTC Agent’s participant
account and credit such Note to such Agent’s participant account; and (ii) debit
such Agent’s settlement account and credit the DTC Agent’s settlement account
for an amount equal to the price of such Note less such Agent’s commission. The entry
of such a deliver order shall constitute a representation and warranty by the DTC Agent to
DTC that (i) the Global Security representing such Book-Entry Note has been issued and
authenticated; and (ii) the DTC Agent is holding such Global Security pursuant to the
Medium-Term Note Certificate Agreement between the DTC Agent and DTC. |
| H. | Unless the Agent is purchasing such Note as principal, the Agent will
enter an SDFS deliver order through DTC’s Participant Terminal System instructing DTC
(i) to debit such Note to such Agent’s participant account and credit such Note
to the participant accounts of the Participants with respect to such Note; and (ii) to
debit the settlement accounts of such Participants and credit the settlement account of such
Agent for an amount equal to the price of such Note. |
| I. | Transfers of funds in accordance with SDFS deliver orders described
in Settlement Procedures “G” and “H” will be settled in accordance
with SDFS operating procedures in effect on the settlement date. |
| J. | The DTC Agent will, upon receipt of funds from the Agent in accordance
with Settlement Procedure “G,” credit to an account of the Company maintained
at the DTC Agent funds available for immediate use in the amount transferred to the DTC Agent
in accordance with Settlement Procedure “G.” |
| K. | Such Agent will confirm the purchase of such Note to the purchaser either
by transmitting to the Participants with respect to such Note a confirmation order or orders
through DTC’s institutional delivery system or by providing a written confirmation
to such purchaser. |
| L. | Monthly, the DTC Agent will send to the Company a statement setting
forth the principal amount of Registered Notes Outstanding as of the date of such statement
and setting forth a brief description of any sales of which the Company has advised the DTC
Agent but which have not yet been settled. |
Settlement Procedures Timetable: | | For
sales by the Company of Book-Entry Notes solicited by an Agent and accepted by the Company
(except pursuant to a Terms Agreement) for settlement on the first Business Day after the
sale date, Settlement Procedures “A” through “K” set forth above
shall be completed as soon as possible but not later than the respective times (New York
City time) set forth below: |
| Settlement Procedure |
Time |
| A |
11:00 A.M. on
the sale date |
| B |
12:00 Noon on the
sale date |
| C |
2:00 P.M. on
the sale date |
| D | 3:00 P.M. on day before Settlement Date |
| E | 9:00 A.M. on Settlement Date |
| F | 10:00 A.M. on Settlement Date |
| G-H | 2:00 P.M. on Settlement Date |
| I | 4:00 P.M. on Settlement Date |
| J-K | 5:00 P.M. on Settlement Date |
| | If a sale is to be settled
more than one Business Day after the sale date, Settlement Procedures “A,” “B”
and “C” shall be completed as soon as practicable but not later than 11:00 A.M.,
12:00 Noon and 2:00 P.M., respectively, on the first Business Day after the sale date. If
the Initial Interest Rate for a Floating Rate Book-Entry Note has not been determined at
the time that Settlement Procedure “A” is completed, Settlement Procedures “B”
and “C” shall be completed as soon as such rate has been determined but no later
than 12:00 Noon and 2:00 P.M., respectively, on the second Business Day before the settlement
date. Settlement Procedure “I” is subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other events specified in SDFS operating
procedures in effect on the settlement date. |
| | If settlement of a Book-Entry
Note is rescheduled or canceled, the DTC Agent will deliver to DTC through DTC’s Participant
Terminal System, a cancellation message to such effect by no later than 5:00 P.M. on
the Business Day immediately preceding the scheduled settlement date. |
Failure to Settle: | | If
settlement of a Book-Entry Note is rescheduled and the DTC Agent for such Note has not entered
an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure “G,”
after receiving notice from the Company or the Agent, such DTC Agent shall deliver to DTC,
through DTC’s Participant Terminal System, as soon as practicable, a withdrawal message
instructing DTC to debit such Book-Entry Note to such DTC Agent’s participant account.
DTC will process the withdrawal message, provided that such DTC Agent’s participant
account contains a principal amount of the Global Security representing such Book-Entry Note
that is at least equal to the principal amount to be debited. If a withdrawal message is
processed with respect to all the Book-Entry Notes represented by a Global Security, the
Trustee for the Notes represented by such Global Security will mark such Global Security
“canceled,” make appropriate entries in such Trustee’s records and destroy
the canceled Global Security in accordance with the Indenture and deliver a certificate of
destruction to the Company. The CUSIP number assigned to such Global Security shall, in accordance
with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal
message is processed with respect to one or more, but not all, of the Book-Entry Notes represented
by a Global Security, the DTC Agent for such Book-Entry Notes will exchange such Global Security
for two Global Securities, one of which shall represent such Book-Entry Notes and shall be
canceled immediately after issuance and the other of which shall represent the other Book-Entry
Notes previously represented by the surrendered Global Security and shall bear the CUSIP
number of the surrendered Global Security. |
| | If the purchase price for any
Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial
purchaser thereof (or a Person, including an indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in turn, the Presenting Agent may enter SDFS deliver
orders through DTC’s Participant Terminal System reversing the orders entered pursuant
to Settlement Procedures “H” and “G,” respectively. Thereafter,
the DTC Agent for such Book-Entry Note will deliver the withdrawal message and take the related
actions described in the preceding paragraph. If such failure shall have occurred for any
reason other than a default by the Agent in the performance of its obligations hereunder
and under the Agreement, then the Company will reimburse the Agent for the loss of the use
of the funds during the period when they were credited to the account of the Company. |
| | Notwithstanding the foregoing,
upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In the event of a failure to
settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented
by a Global Security, the DTC Agent for such Book-Entry Note or Notes will provide, in accordance
with Settlement Procedures “E” and “G,” for the authentication
and issuance of a Global Security representing the other Book-Entry Notes to have been represented
by such Global Security and will make appropriate entries in its records. |
Procedure for Rate Changes;
Preparation of Pricing
Supplements: | | The
Company and the Agents will discuss from time to time the rates to be borne by Registered
Notes that may be sold as a result of the solicitation of offers by any Agent. If any offer
to purchase a Registered Note is accepted by the Company, the Company will prepare an Issuer
Free Writing Prospectus and/or Final Term Sheet, if applicable, and a Pricing Supplement
reflecting the terms of such Note and will arrange to have any such Issuer Free Writing Prospectus
and/or Final Term Sheet and such Pricing Supplement filed with the Commission, in the case
of the Issuer Free Writing Prospectus and/or Final Term Sheet, in accordance with Rule 433
under the Securities Act and, in the case of a Pricing Supplement, in accordance with the
applicable paragraph of Rule 424(b) under the Securities Act and will supply by
facsimile transmission or by overnight express for delivery by 11:00 A.M. on the Business
Day next following the date of acceptance one copy thereof (or additional copies if requested)
to each Agent which presented the order (each, a “Presenting Agent”) at
each address listed below and one copy to the Trustee. The relevant Agent will cause the
Issuer Free Writing Prospectus and/or Final Term Sheet, if applicable, and a Prospectus and
the Pricing Supplement to be delivered, or otherwise made available, to the purchaser of
the Registered Note. |
| | Copies of the Pricing Supplements
and any Issuer Free Writing Prospectus and/or Final Term Sheet shall be sent to: |
|
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if Citigroup Global Markets Inc. is the Presenting Agent: |
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Citigroup Global Markets Inc. |
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388 Greenwich Street |
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New York, New York 10013 U.S.A. |
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Attention: Transaction Execution Group |
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Telephone: (212) 816-1135 |
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Facsimile: (646) 291-5209 |
|
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Email: TEG.NewYork@citi.com |
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|
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if ANZ Securities, Inc. is the Presenting Agent: |
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ANZ Securities, Inc. |
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277 Park Avenue, 31st Floor |
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New York, New York 10172 U.S.A |
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Attention: Debt Syndicate Desk |
|
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Telephone: (212) 801-9171 |
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Facsimile: (212) 801-9163 |
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|
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if Barclays Capital Inc. is the Presenting Agent: |
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Barclays Capital Inc. |
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c/o Broadridge Financial Solutions |
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1155 Long Island Avenue |
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Edgewood, New York 11717 U.S.A. |
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Telephone: (888) 603-5847 |
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with a copy to: |
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Barclays Capital Inc. |
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745 Seventh Avenue |
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New York, New York 10019 U.S.A. |
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Attention: Syndicate Registration |
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Facsimile: (646) 834-8133 |
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if BNP Paribas Securities Corp. is the Presenting Agent: |
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BNP Paribas Securities Corp. |
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787 Seventh Avenue |
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New York, New York 10019 U.S.A. |
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Attention: Syndicate Desk |
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Telephone: (212) 841-2871 |
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Email: new.york.syndicate@bnpparibas.com |
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if BofA Securities, Inc. is the Presenting Agent: |
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BofA Securities, Inc. |
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One Bryant Plaza |
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NY1-100-03-01 |
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New York, New York 10036 U.S.A. |
|
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Attention: MTN Desk |
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Telephone: (646) 855-6433 |
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Facsimile: (646) 855-0107 |
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|
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If Commerz Markets LLC the Presenting Agent: |
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Commerz Markets LLC |
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225 Liberty Street |
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New York, New York 10281 U.S.A. |
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Attention: DCM Bonds, Syndicate Desk |
|
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Telephone: (212) 895-1909 |
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Facsimile: (212) 429-4386 |
|
|
|
|
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if Credit Agricole Securities (USA) Inc. is the Presenting Agent: |
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Credit Agricole Securities (USA) Inc. |
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1301 Avenue of the Americas |
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New York, New York 10019 U.S.A. |
|
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Attention: Fixed Income Syndicate |
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Telephone: (212) 261-3665 |
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|
|
|
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if Goldman Sachs & Co. LLC is the Presenting Agent: |
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Goldman Sachs & Co. LLC |
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200 West Street |
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New York, New York 10282-2198 U.S.A. |
|
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Attention: Registration Department |
|
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Email: registration-syndops@ny.email.gs.com |
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if HSBC Securities (USA) Inc. is the Presenting Agent: |
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HSBC Securities (USA) Inc. |
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452 Fifth Avenue, 3rd Floor |
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New York, New York 10018 U.S.A. |
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Attention: Transaction Management |
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Telephone: (212) 525-2346 |
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Facsimile: (646) 366-3229 |
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if ING Financial Markets LLC is the Presenting Agent: |
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ING Financial Markets LLC |
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1133 Avenue of the Americas |
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New York, New York 10036 U.S.A. |
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Attention: ING DCM Syndicate |
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Telephone: (646) 424-6000 |
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Facsimile: (646) 424-6248 |
|
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if J.P. Morgan Securities LLC is the Presenting Agent: |
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J.P. Morgan Securities LLC |
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383 Madison Avenue |
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New York, New York 10179 U.S.A. |
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Attention: Investment Grade Syndicate Desk |
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Facsimile: (212) 834-6081 |
|
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|
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if MUFG Securities Americas Inc. is the Presenting Agent: |
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MUFG Securities Americas Inc. |
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1221 Avenue of the Americas, 6th Floor |
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New York, New York 10020 U.S.A. |
|
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Attention: Capital Markets Group |
|
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Telephone: (212) 405-7440 |
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Facsimile: (646) 434-3455 |
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if Mizuho Securities USA LLC is the Presenting Agent: |
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Mizuho Securities USA LLC |
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1271 Avenue of the Americas |
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New York, New York 10020 U.S.A. |
|
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Attention: Debt Capital Markets |
|
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Telephone: (866) 271-7403 |
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Facsimile: (212) 205-7812 |
|
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|
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if Morgan Stanley & Co. LLC is the Presenting Agent: |
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|
|
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Morgan Stanley & Co. LLC |
|
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1585 Broadway, 29th Floor |
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New York, New York 10036 U.S.A. |
|
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Attention: Investment Banking Division |
|
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Telephone: (212) 761-6691 |
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Facsimile: (212) 507-8999 |
|
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|
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if PNC Capital Markets LLC is the Presenting Agent: |
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PNC Capital Markets LLC |
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The Tower at PNC Plaza |
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300 Fifth Avenue, Floor 10 |
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Pittsburgh, Pennsylvania 15222 U.S.A. |
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Attention: Fixed Income |
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Telephone: (412) 249-0104 |
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Facsimile: (412) 762-2760 |
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|
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if Rabo Securities USA, Inc. is the Presenting Agent: |
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Rabo Securities USA, Inc. |
|
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245 Park Avenue |
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New York, New York 10167 U.S.A. |
|
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Attention: Kenneth McGrory |
|
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Telephone: (212) 808-2562 |
|
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Facsimile: (212) 808-2548 |
|
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if RBC Capital Markets, LLC is the Presenting Agent: |
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RBC Capital Markets, LLC |
|
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200 Vesey Street, 8th Floor |
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New York, New York 10281 U.S.A. |
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Attention: Transaction Management |
|
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Telephone: (866) 375-6829 |
|
|
Facsimile: (212) 428-6308 |
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Email: rbcnyfixedincomeprospectus@rbccm.com |
|
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|
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if SG Americas Securities, LLC is the Presenting Agent: |
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SG Americas Securities, LLC |
|
|
245 Park Avenue |
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New York, New York 10167 U.S.A. |
|
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Attention: Debt Capital Markets |
|
|
Telephone: (212) 278-6883 |
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|
Facsimile: (212) 278-7532 |
|
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|
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if Standard Chartered Bank is the Presenting Agent: |
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Standard Chartered Bank |
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One Basinghall Avenue |
|
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London EC2V 5DD |
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United Kingdom |
|
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Attention: Debt Capital Markets |
|
|
Telephone: +44 207 885 8888 |
|
|
Facsimile: +44 207 885 8095 |
|
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Email: DCMAmericas@sc.com |
|
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|
|
|
if TD Securities (USA) LLC is the Presenting Agent: |
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TD Securities (USA) LLC |
|
|
1 Vanderbilt Avenue, 12th Floor |
|
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New York, New York 10017 U.S.A. |
|
|
Attention: Transaction Management Group |
|
|
Email: USTMG@tdsecurities.com |
|
|
|
|
|
if Truist Securities, Inc. is the Presenting Agent: |
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|
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|
Truist Securities, Inc. |
|
|
3333 Peachtree Road, 11th Floor |
|
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Mail Code: GA-ATLANTA-3947 |
|
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Atlanta, Georgia 30326 U.S.A. |
|
|
Attention: Debt Capital Markets |
|
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Telephone: (404) 926-5625 |
|
|
Facsimile: (404) 926-5027 |
|
|
if U.S. Bancorp Investments, Inc. is the Presenting Agent: |
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|
|
|
U.S. Bancorp Investments, Inc. |
|
|
214 North Tryon Street |
|
|
Charlotte, North Carolina 28202 U.S.A. |
|
|
Attention: High Grade Fixed Income – Syndicate |
|
|
EX-NC-WCST |
|
|
Telephone: (877) 558-2607 |
|
|
Facsimile: (704) 335-4672 |
|
|
|
|
|
with a copy to: |
|
|
|
|
|
Attention: Shannon Donnelly |
|
|
Telephone: (704) 335-4667 |
|
|
|
|
|
if UniCredit Capital Markets LLC is the Presenting Agent: |
|
|
|
|
|
UniCredit Capital Markets LLC |
|
|
150 East 42nd Street, 29th Floor |
|
|
New York, New York 10017 U.S.A. |
|
|
Attention: Andy Lupo |
|
|
Telephone: (212) 672-5945 |
|
|
Facsimile: (212) 672-5511 |
|
|
|
|
|
if Wells Fargo Securities, LLC is the Presenting Agent: |
|
|
|
|
|
Wells Fargo Securities, LLC |
|
|
301 South College Street NC0613 |
|
|
Charlotte, North Carolina 28288 U.S.A. |
|
|
Attention: High Grade Syndicate Desk |
|
|
Telephone: (704) 383-7727 |
|
|
Facsimile: (704) 383-9165 |
|
|
|
|
|
If Westpac Capital Market, LLC is the Presenting Agent: |
|
|
|
|
|
Westpac Capital Markets, LLC |
|
|
575 Fifth Avenue, 39th Floor |
|
|
New York, NY 10017 U.S.A. |
|
|
Attention: Mark van der Griend, Yvette Adiguzel, Su-Lin Watson |
|
|
Telephone: (212) 389-1269 |
|
|
Facsimile: (212) 429-4386 |
Suspension of Solicitation;
Amendment or Supplement: | | Subject
to the Company’s representations, warranties and covenants contained in the Agreement,
the Company may instruct the Agents to suspend solicitation of purchases at any time, for
any period of time or permanently. Upon receipt of notice from the Company, the Agents will
forthwith suspend solicitation until such time as the Company has advised it that solicitation
of purchases may be resumed. |
| | If the Company decides to amend
or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents
and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement
in accordance with the terms of the Agreement. The Company will file with the Commission
any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with
copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant
Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement
has been filed with the Commission (or, in the case of a Pricing Supplement, confirm such
information with each relevant Agent). |
| | In the event that at the time
the Company suspends solicitation of purchases there shall be any orders outstanding for
settlement, the Company will promptly advise the relevant Agent and the DTC Agent whether
such orders may be settled and whether copies of the Prospectus as in effect at the time
of the suspension may be delivered in connection with the settlement of such orders. The
Company will have the sole responsibility for such decision and for any arrangements which
may be made in the event that the Company determines that such orders may not be settled
or that copies of such Prospectus may not be so delivered. |
Delivery
of Prospectus: | | Unless
the exemption set forth in Rule 172(a) of the Securities Act is available, a copy
of the Prospectus and a Pricing Supplement relating to a Book-Entry Note must accompany or
precede the earlier of (i) the written confirmation of a sale sent to an investor or
other purchaser or its agent; and (ii) the delivery of Notes to an investor or other
purchaser or its agent the purchase of such Note and payment of such Note by its purchaser.
Subject to the second preceding paragraph, each Agent will deliver, or otherwise make available,
a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note
sold by it. The Company will make such delivery if such Note is sold directly by the Company
to a purchaser (other than an Agent). |
Authenticity of Signatures: | | The
Company will cause the Trustee and the Authenticating Agent (if other than the Trustee) to
furnish each Agent from time to time with the specimen signatures of each of the Trustee’s
or Authenticating Agent’s officers, employees or agents who have been authorized by
the Trustee to authenticate Notes, but no Agent will have any obligation or liability to
the Company or the Trustee in respect of the authenticity of the signature of any officer,
employee or agent of the Company, the Trustee or the Authenticating Agent on any Note. |
Trustee Not to Risk Funds: | | Nothing
herein shall be deemed to require the Trustee to risk or expend its own funds in connection
with any payment to the Company, DTC, the Agent or the purchaser, it being understood by
all parties that payments made by the Trustee to the Company, DTC, the Agent or the purchaser
shall be made only to the extent that funds are provided to the Trustee for such purpose. |
Payment of Selling Commissions and Expenses: | | The
Company agrees to pay each Agent a commission as set forth in the Agreement in the form of
a discount equal to the percentage of the principal amount of each Note sold by the Company
as a result of a solicitation made by such Agent. |
PART II: ADMINISTRATIVE PROCEDURES FOR
CERTIFICATED NOTES
Issuance: | | Each
Certificated Note will be dated and issued as of the date of its authentication by the Trustee.
Each Certificated Note will bear an Original Issue Date, which will be (i) with respect
to an original Certificated Note (or any portion thereof), its original issuance date (which
will be the settlement date); and (ii) with respect to any Certificated Note (or portion
thereof) issued subsequently upon transfer or exchange of a Certificated Note or in lieu
of a destroyed, lost or stolen Certificated Note, the Original Issue Date of the predecessor
Certificated Note, regardless of the date of authentication of such subsequently issued Certificated
Note. |
Maturities: | | Each
Certificated Note will have a maturity from date of issue of not less than one year and not
more than 60 years. Unless otherwise specified in the applicable Pricing Supplement, a Floating
Rate Certificated Note will mature only on an Interest Payment Date for such Note. |
Currency: | | The
currency denomination with respect to any Certificated Note and the payment of principal,
premium (if any) and interest (if any) with respect to any such Certificated Note, shall
be as set forth therein and in the applicable Pricing Supplement. |
Denominations: | | Unless
otherwise specified in the applicable Pricing Supplement, Certificated Notes denominated
in U.S. dollars will be issued only in minimum denominations of $1,000 and any larger amount
that is an integral multiple of $1,000. In the case of a Certificated Note having a specified
currency other than U.S. dollars, the minimum denomination and other authorized denominations
shall be set forth in the applicable Pricing Supplement and in such Certificated Note. |
Registration: | | Each
Certificated Note will be issued in fully registered definitive form. |
Transfers and
Exchanges: | | A Certificated Note may be presented
for transfer or exchange at the corporate trust office of the Trustee. Certificated Notes
will be exchangeable for Certificated Notes having identical terms but different authorized
denominations without service charge. Certificated Notes will not be exchangeable for Book-Entry
Notes. |
Interest: | | General.
Unless otherwise indicated in the applicable Pricing Supplement, interest, if any, on each
Certificated Note will accrue from the Original Issue Date (or such other date on which interest
otherwise begins to accrue (if different from the Original Issue Date)) of such Note for
the first interest period or the last date to which interest has been paid, if any, for each
subsequent interest period, on such Note, and will be calculated and paid in the manner and
on the dates described in such Note and in the Prospectus, as supplemented by the applicable
Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Certificated
Note will include interest accrued to but excluding the Interest Payment Date. |
| | Regular Record
Dates. Unless otherwise specified in the applicable Pricing Supplement, the Regular Record
Date with respect to any Interest Payment Date for a Fixed Rate Certificated Note shall,
unless otherwise specified, be the February 1 or August 1 (whether or not a Business
Day) immediately preceding such Interest Payment Date. Unless otherwise specified in the
applicable Pricing Supplement, the Regular Record Date with respect to any Interest Payment
Date for a Floating Rate Certificated Note shall be the date (whether or not a Business Day)
15 calendar days immediately preceding such Interest Payment Date. |
| | Interest Payment Dates on
Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure “A” below,
interest payments on Fixed Rate Certificated Notes will be made semiannually on February 15 and August 15 of each year and
at Stated Maturity; provided, however, that if any Interest Payment Date for a Fixed Rate Book-Entry Note is not a Business
Day, the payment due on such day shall be made on the next succeeding Business Day, and no interest shall accrue on such payment for
the period from and after such Interest Payment Date; and provided further, that in the case of a Fixed Rate Certificated
Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest
Payment Date following the next succeeding Regular Record Date. |
| | Interest Payment
Dates on Floating Rate Certificated Notes. Unless
otherwise specified, interest payments will be made on Floating Rate Certificated Notes monthly,
quarterly, semiannually or annually. Unless otherwise specified, interest will be payable,
in the case of Floating Rate Certificated Notes that: reset daily, weekly or monthly, on
the third Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified; reset quarterly, on the third Wednesday of March,
June, September and December of each year; reset semiannually, on the third Wednesday
of each of two months specified pursuant to Settlement Procedure “A” below; and
reset annually, on the third Wednesday of the month specified pursuant to Settlement Procedure
“A” below; provided, however, that if an Interest Payment Date for a Floating
Rate Certificated Note would otherwise be a day that is not a Business Day with respect to
such Floating Rate Certificated Note, such Interest Payment Date will be the next succeeding
Business Day with respect to such Floating Rate Certificated Note, and no interest shall
accrue on such payment for the period from and after such Interest Payment Date, except in
the case of a Floating Rate Certificated Note for which the Base Rate is Compounded SOFR,
if such Business Day is in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day; and provided further, that in the
case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest
Payment Date, the first interest payment will be made on the Interest Payment Date following
the next succeeding Regular Date. |
Calculation of Interest: | | Fixed Rate Certificated Notes.
Interest on Fixed Rate Certificated Notes (including interest for partial periods) will be
calculated on the basis of a 360-day year of twelve 30-day months. |
| | Floating
Rate Certificated
Notes. Interest rates on Floating Rate Certificated Notes will be determined as
set forth in the form of Notes. Interest on Floating Rate Certificated Notes, except as otherwise
set forth herein, will be calculated on the basis of actual days elapsed and a year of 360
days, except as otherwise specified in the applicable Pricing Supplement. |
Amortizing Certificated Notes: | | Unless otherwise indicated
in the applicable Pricing Supplement, interest on Amortizing Notes will be calculated on
the basis of a 360-day year of twelve 30-day months. |
Payments of Principal and Interest: | | The Trustee will pay
the principal amount of each Certificated Note at Stated Maturity or upon redemption upon
presentation and surrender of such Note to the Trustee. Such payment, together with payment
of interest due at Stated Maturity or upon redemption of such Note, will be made in funds
available for immediate use by the Trustee and in turn by the Holder of such Note. Certificated
Notes presented to the Trustee at Stated Maturity or upon redemption for payment will be
canceled and destroyed by the Trustee, and a certificate of destruction will be delivered
to the Company. All interest payments on a Certificated Note (other than interest due at
Stated Maturity or upon redemption) will be made by check drawn on the Trustee (or another
person appointed by the Trustee) and mailed by the Trustee to the person entitled thereto
as provided in such Note and the Indenture; provided, however, that the Holder of
$10,000,000 or more of Notes having the same Interest Payment Dates will, upon written request
prior to the Regular Record Date in respect of an Interest Payment Date, be entitled to receive
payment by wire transfer of immediately available funds. Following each Regular Record Date,
the Trustee will furnish the Company with a list of interest payments to be made on the following
Interest Payment Date for each Certificated Note and in total for all Certificated Notes.
Interest at Stated Maturity or upon redemption will be payable to the person to whom the
payment of principal is payable. The Trustee will provide monthly to the Company lists of
principal and interest, to the extent ascertainable, to be paid on Certificated Notes maturing
or to be redeemed in the next month. |
| | Withholding
Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Certificated
Note will be determined and withheld by the Trustee. |
| | The Company will be responsible
for withholding taxes on interest paid on Certificated Notes as required by applicable law. |
Procedure for Rate Setting and
Posting: | | The
Company and an Agent will discuss from time to time the aggregate principal amount of, the
issuance price of, and the interest rates to be borne by, Notes that may be sold as a result
of the solicitation of orders by that Agent. If the Company decides to set prices of, and
rates borne by, any Notes in respect of which an Agent is to solicit orders (the setting
of such prices and rates to be referred to herein as “posting”) or if
the Company decides to change prices or rates previously posted by it, it will promptly advise
that Agent of the prices and rates to be posted. |
Redemption: | | The
applicable Pricing Supplement will set forth all terms, if any, relating to the redemption
of Notes prior to Stated Maturity. |
Acceptance and Rejection of Offers: | | Unless
otherwise instructed by the Company, an Agent will advise the Company promptly by telephone
of all orders to purchase Certificated Notes received by that Agent, other than those rejected
by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise
agreed by the Company and an Agent, the Company has the sole right to accept orders to purchase
Certificated Notes and may reject any such orders in whole or in part. Before accepting any
order to purchase a Certificated Note to be settled in less than two Business Days, the Company
shall verify that the Trustee for such Certificated Note will have adequate time to prepare
and authenticate such Note. |
Settlement: | | The
receipt by the Company of immediately available funds in exchange for an authenticated Certificated
Note delivered to an Agent and that Agent’s delivery of such Certificated Note against
receipt of immediately available funds shall, with respect to such Certificated Note, constitute
“settlement.” All orders accepted by the Company will be settled on the
second Business Day next succeeding the date of acceptance pursuant to the timetable for
settlement set forth below, unless the Company and the purchaser agree to settlement on another
day, which shall be no earlier than the next Business Day following the date of sale. |
Details for Settlement: | | Settlement Procedures with regard
to each Certificated Note sold by the Company to or through an Agent, as agent (except pursuant
to a Terms Agreement), shall be as follows: |
| A. | The Agent will advise the Company by telephone or by
facsimile transmission (or other acceptable written means) that such Note is a Certificated
Note and of the following settlement information, in time for the Trustee for such Certificated
Note to prepare and authenticate the required Note: |
| 1. | Name in which such Certificated Note is to be registered
(“Registered Owner”). |
| 2. | Address of the Registered Owner and address for payment
of principal and interest. |
| 3. | Taxpayer identification number of the Registered Owner
(if available). |
| 4. | Principal or face amount. |
| 5. | Series. |
| 6. | Stated Maturity. |
| 7. | In the case of a Fixed Rate Certificated Note, the Interest
Rate and reset provisions (if any) or, in the case of a Floating Rate Certificated Note,
the Base Rate, Initial Interest Rate (if known at such time), Interest Reset Period, Interest
Reset Dates, Index Maturity, Spread and/or Spread Multiplier (if any), Minimum Interest
Rate (if any), Maximum Interest Rate (if any), reset provisions (if any) and calculation
agent. |
| 8. | Interest Payment Dates and the Interest Payment Period. |
| 9. | Specified Currency. |
| 10. | Denominated Currency, Index Currency, Base Exchange
Rate and the Determination Date, if applicable. |
| 11. | Redemption, repayment, amortization or extension provisions,
if any. |
| 12. | Settlement date. |
| 13. | Price (including currency). |
| 14. | Agent’s commission, if any, determined as provided
in the Agreement. |
| 15. | Whether such Certificated Note is an Original Issue
Discount Note, and, if so, the total amount of OID and the Yield to Maturity and the initial
accrual period. |
| 16. | Any other terms necessary to describe the Certificated
Note. |
|
Such Agent will advise the Company of the foregoing information for each sale made by it in time for the Trustee’s
authenticating agent, including the Trustee itself if no authenticating agent is appointed (the “Authenticating Agent”),
to prepare the required Certificated Notes. If the Company rejects an offer, the Company will promptly notify the relevant Agent. |
| B. | The Company will advise the relevant
Trustee by telephone (confirmed in writing at any time on the sale date), written telecommunication
or electronic transmission of the information set forth in Settlement Procedure “A”
above and the name of the Presenting Agent. |
| C. | The Company will deliver to the Trustee a pre-printed
four-ply packet for such Certificated Note, which packet will contain the following documents
in forms that have been approved by Company, the Agents and the Trustee: |
| 1. | Certificated Note with customer confirmation. |
| 2. | Stub One - For Trustee. |
| 3. | Stub Two - For Agent. |
| 4. | Stub Three - For Company. |
| D. | The Trustee will complete such Certificated Note and
will authenticate such Certificated Note and deliver it (with the confirmation) and Stubs
One and Two to the Agent, and the Agent will acknowledge receipt of the Note by stamping
or otherwise marking Stub One and returning it to the Trustee. Such delivery will be made
only against such acknowledgment of receipt and evidence that instructions have been given
by the Agent for payment to such account as the Company shall have specified in funds available
for immediate use, of an amount equal to the price of such Certificated Note less the Agent’s
commission. In the event that the instructions given by the Agent for payment to the account
of the Company are revoked, the Company will as promptly as possible wire transfer to the
account of the Agent an amount of immediately available funds equal to the amount of such
payment made. |
| E. | Unless the Agent purchased the Note as Principal, the
Agent will deliver such Certificated Note (with the confirmation) to the customer against
payment in immediately payable funds. The Agent will obtain the acknowledgment of receipt
of such Certificated Note by retaining Stub Two. |
| F. | The Trustee will send Stub Three to the Company’s
Treasury Department by first-class mail. Periodically, the Authenticating Agent will also
send to the Company’s Treasury Department a statement to the Company setting forth
the principal amount of the Notes outstanding as of that date after giving effect to such
transaction. |
Settlement Procedures Timetable: | | For orders of Certificated Notes
solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures “A”
through “F” set forth above shall be completed on or before the respective times
(New York City time) set forth below: |
| | Settlement
Procedure |
Time |
|
| A | 2:00 P.M. on the day before the Settlement
Date. |
|
| B | On the day two Business Days before the Settlement Date. |
|
| C | 2:15 P.M. two Business Days before the Settlement Date. |
|
| D | 2:15 P.M. on the Settlement Date. |
|
| E | 3:00 P.M. on the Settlement Date. |
|
| F | 5:00 P.M. on the Settlement Date. |
Confirmation: | | Each
Agent shall, for each Certificated Note offer received by it and accepted by the Company,
issue a confirmation to the purchaser, with a copy to the Company, setting forth such of
the details set forth above as is deemed appropriate by such Agent. |
Note Delivery and Cash Payment: | | Upon instructions
from the Company, the Authenticating Agent will deliver the Certificated Notes to the relevant
Agent (for the benefit of the purchaser). |
| | |
| | Delivery by the Authenticating Agent of the Certificated
Notes will be made in accordance with paragraph D of the Details for Settlement. |
Failure to Settle: | | If a purchaser fails to accept delivery
of and make payment for any Certificated Note, the Agent will notify the Company and the
Trustee by telephone and return such Note to the Trustee. Upon receipt of such notice, the
Company will immediately wire transfer to the account of the Agent an amount equal to the
amount previously credited thereto in respect of such Note. Such wire transfer will be made
on the settlement date, if possible, and in any event not later than the Business Day following
the settlement date. If the failure shall have occurred for any reason other than a default
by the Agent in the performance of its obligations hereunder and under the Agreement with
the Company, then the Company will reimburse the Agent or the Trustee, as appropriate, on
an equitable basis for its loss of the use of the funds during the period when they were
credited to the account of the Company. Immediately upon receipt of the Certificated Note
in respect of which such failure occurred, the Trustee will mark such Note “canceled,”
make appropriate entries in the Trustee’s records and send such Note to the Company. |
Maturity: | | At
Stated Maturity, the principal amount of each Note will be payable in immediately available
funds provided that the Trustee or other paying agent receives the Certificated Note and
appropriate payment information in writing. Certificated Notes presented to any paying agent
or the Trustee will be destroyed by the Trustee. |
Procedure for Rate Changes: | | The
Company and the Agents will discuss from time to time the rates to be borne by Certificated
Notes that may be sold as a result of the solicitation of offers by any Agent. If any offer
to purchase a Certificated Note is accepted by the Company, the Company will prepare an Issuer
Free Writing Prospectus and/or Final Term Sheet, if applicable, and a Pricing Supplement
reflecting the terms of such Certificated Note and will arrange to have any such Issuer Free
Writing Prospectus and/or Final Term Sheet and such Pricing Supplement filed with the Commission,
in the case of the Issuer Free Writing Prospectus and/or Final Term Sheet, in accordance
with Rule 433 under the Securities Act and, in the case of a Pricing Supplement, in
accordance with the applicable paragraph of Rule 424(b) under the Securities Act
and will supply by facsimile transmission or by overnight express one copy for delivery by
11:00 A.M. on the Business Day next following the date of acceptance one copy thereof
(or additional copies if requested) to each Agent which presented the order (each, a “Presenting
Agent”) at each address listed below and one copy to the Trustee. The relevant
Agent will cause the Issuer Free Writing Prospectus and/or Final Term Sheet, if applicable,
and a Prospectus and the Pricing Supplement to be delivered, or otherwise made available,
to be delivered to the purchaser of the Certificated Note. |
| | |
| | Copies of Pricing Supplements and any Issuer Free
Writing Prospectus and/or Final Term Sheet shall be sent to the addresses stated above under
“Part I, Procedure for Rate Changes; Preparation of Pricing Supplements”: |
Suspension of Solicitation; | | |
Amendment or Supplement: | | The
Company may instruct the Agents to suspend solicitation of purchases at any time. Upon receipt
of notice from the Company, the Agents will forthwith suspend solicitation until such time
as the Company has advised them that solicitation of purchases may be resumed. |
| | If the Company decides to amend
or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents
and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement
in accordance with the terms of the Agreement. The Company will file with the Commission
any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with
copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant
Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement
has been filed with the Commission (or, in the case of a Pricing Supplement, confirm such
information with each relevant Agent). |
| | In the event that at the time
the Company suspends solicitation of purchases there shall be any orders outstanding for
settlement, the Company will promptly advise the relevant Agent and the Trustee whether such
orders may be settled and whether copies of the Prospectus as in effect at the time of the
suspension may be delivered in connection with the settlement of such orders. The Company
will have the sole responsibility for such decision and for any arrangements which may be
made in the event that the Company determines that such orders may not be settled or that
copies of such Prospectus may not be so delivered. |
| | |
Authenticity of Signatures: | | The Company will cause the Trustee
and the Authenticating Agent (if other than the Trustee) to furnish each Agent from time
to time with the specimen signatures of each of the Trustee’s or Authenticating Agent’s
officers, employees or agents who have been authorized by the Trustee to authenticate Notes,
but no Agent will have any obligation or liability to the Company or the Trustee in respect
of the authenticity of the signature of any officer, employee or agent of the Company, the
Trustee or the Authenticating Agent on any Note. |
Trustee Not to Risk Funds: | | Nothing herein shall
be deemed to require the Trustee to risk or expend its own funds in connection with any payment
to the Company, the Agent or the purchaser, it being understood by all parties that payments
made by the Trustee to the Company, the Agent or the purchaser shall be made only to the
extent that funds are provided to the Trustee for such purpose. |
Payment of Selling Commissions and
Expenses: | | The Company agrees to pay each Agent
a commission as set forth in the Agreement in the form of a discount equal to the percentage
of the principal amount of each Note sold by the Company as a result of a solicitation made
by such Agent. |
Exhibit 4(d)
FIXED RATE NOTE | PRINCIPAL
AMOUNT |
REGISTERED
No.
McDONALD’S CORPORATION
MEDIUM-TERM NOTE
(FIXED RATE)
CUSIP
Due From One Year To 60 Years From Date Of Issue
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED
BELOW) IS THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC, THIS NOTE IS A GLOBAL SECURITY AND THE FOLLOWING LEGEND
IS APPLICABLE: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR SECURITIES REPRESENTED HEREBY IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE “TOTAL AMOUNT OF OID,”
“YIELD TO STATED MATURITY” AND “INITIAL ACCRUAL PERIOD OID” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW
WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”) RULES.
Issue Price: |
% |
Original Issue Date: |
|
|
|
Interest Rate: |
% |
Stated Maturity: |
Specified Currency:
(Applicable only if other than U.S. dollars)
Option to Receive Payments in Specified
Currency: ¨ Yes ¨
No
(Applicable only if Specified Currency is other than
U.S. dollars)
Authorized Denominations:
(Applicable only if other than U.S. $1,000 and
increments of U.S. $1,000, or if Specified Currency is other than U.S. dollars)
Method of Payment of Principal:
(Applicable only if other than immediately available
funds)
Interest Payment Dates:
(Applicable only if other than February 15
and August 15 of each year)
Regular Record Dates:
(Applicable only if other than February 1
and August 1 of each year)
Optional Redemption: | The Notes are redeemable, in whole or in part, at any time prior
to Stated Maturity at the option of McDonald’s Corporation (the “Company”). |
| Optional Redemption Dates: | At any time prior to Stated Maturity, at the option of the Company,
as set forth below. |
Redemption Prices:
| ¨ | The Redemption Price shall initially be % of the principal amount of the Note to be redeemed and shall decline at each anniversary
of the initial Optional Redemption Date by % of the principal amount to be redeemed until the Redemption Price is 100% of such principal
amount; provided, however, that if this Note is an Original Issue Discount Note, the Redemption Price shall be the Amortized
Face Amount of the principal amount to be redeemed. |
| | |
| ¨ | Other: |
Sinking Fund:
Sinking Fund Dates:
Sinking Fund Amounts:
Amortizing Note: ¨ Yes ¨
No
Amortizing Schedule:
Optional Repayment:
Optional Repayment Dates:
Optional Repayment Prices:
Original Issue Discount Note:
Total Amount of OID:
Yield to Stated Maturity:
Initial Accrual Period OID:
McDONALD’S CORPORATION,
a corporation duly organized and existing under the laws of the State of Delaware, United States of America (herein called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, on the Stated Maturity shown above, the principal sum specified above (or so much thereof
as shall then remain outstanding) in the currency specified above (the “Specified Currency”) and to pay interest on
the principal sum outstanding from time to time in the Specified Currency at the Interest Rate shown above from and including the Original
Issue Date shown above or from and including the most recent date to which interest has been paid or duly provided for, semiannually in
arrears, unless otherwise specified on the face hereof, on but excluding February 15 and August 15 of each year and at but excluding
Maturity (each such day being an “Interest Payment Date”), until the principal hereof is paid or duly provided for.
Unless otherwise specified on the face hereof, interest on this Note, if any, will be computed on the basis of a 360-day year of twelve
30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date as specified on the face
hereof shall, as provided in such Indenture, be paid to the person in whose name this Note is registered at the close of business on the
Regular Record Date for such interest as which, unless otherwise specified on the face hereof, shall be the February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding an Interest Payment Date. Notwithstanding the foregoing, if this Note
is issued between a Regular Record Date and the related Interest Payment Date, the interest so payable for the period from the Original
Issue Date to such Interest Payment Date shall be paid on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date.
If any payment date falls
on a day that is not a Business Day (as defined below), the required payment of principal, premium (if any) and/or interest will be made
on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such required payment
for the period from and after the payment due date to the date of such payment on the next succeeding Business Day. For purposes of this
Note, “Business Day” means any day, other than Saturday or Sunday, that is (i) neither a legal holiday nor a day
on which banking institutions are authorized or required by law, regulation or executive order to close in (a) The City of New York,
(b) the City of Chicago, or (c) if the Specified Currency for this Note is other than U.S. dollars or euro, the Principal Financial
Center (as defined below) of the country issuing such currency; or (ii) if the Specified Currency for this Note is euro, a day on
which the TARGET System is operating or in any other place or any other days as may be specified herein. “Principal Financial
Center” will be the capital city of the country of the Specified Currency, except that with respect to Australian dollars, Canadian
dollars, U.S. dollars and Swiss francs, the Principal Financial Center shall be Sydney, Toronto, The City of New York and Zurich, respectively.
The principal hereof and any
premium and interest hereon are payable by the Company in the Specified Currency shown above. If the Specified Currency shown above is
other than U.S. dollars, the Company or the Paying Agent will (unless otherwise specified on the face hereof) arrange to convert all payments
in respect hereof into U.S. dollars in the manner described on the reverse hereof. The Holder hereof may, if so indicated above, elect
to receive all or a specified portion of any payments in respect hereof in the Specified Currency by delivery of a written notice to the
Paying Agent on or prior to the applicable record date or at least 15 calendar days prior to the Stated Maturity, as the case may be.
Such election will remain in effect until revoked by written notice to the Paying Agent received on or prior to the applicable record
date or at least 15 calendar days prior to the Stated Maturity, as the case may be. If the Company determines that the Specified Currency
is not available to the Company for making payments in respect hereof due to the imposition of exchange controls or other circumstances
beyond the Company’s control, then the Holder hereof may not so elect to receive payments in the Specified Currency, and any such
outstanding election shall be automatically suspended, and payments shall be in U.S. dollars, until the Company determines that the Specified
Currency is again available to the Company for making such payments.
If this Note is a Certificated
Note, payments of interest in U.S. dollars (other than interest payable at Maturity) will be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Debt Security Register on the applicable Regular Record Date, provided
that, if the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a Specified Currency other than U.S. dollars
determined as provided on the reverse hereof) or more in aggregate principal amount of Notes of like tenor and term, such U.S. dollar
interest payments will be made by wire transfer of immediately available funds, but only if appropriate wire transfer instructions have
been received in writing by the Paying Agent not less than 15 calendar days prior to the applicable Interest Payment Date. Simultaneously
with any election by the Holder hereof to receive payments in respect hereof in the Specified Currency (if other than U.S. dollars), such
Holder shall provide appropriate wire transfer instructions to the Paying Agent and all such payments will be made by wire transfer of
immediately available funds to an account maintained by the payee with a bank located outside the United States. Unless otherwise specified
on the face hereof, the principal hereof and any premium and interest hereon payable at Maturity will be paid in immediately available
funds upon surrender of this Note at the Place of Payment. If this Note is a Global Security, beneficial owners of interest herein will
be paid in accordance with DTC’s and its participants’ procedures in effect from time to time.
Reference is hereby made to
the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect
as if set forth in this place.
THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
Unless the Certificate of
Authentication hereon has been executed by the Trustee referred to on the reverse hereof (or by an Authenticating Agent, as provided in
the Indenture) by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
[Remainder of Page Intentionally Left Blank
– Signature Page Follows]
IN WITNESS WHEREOF, McDonald’s
Corporation has caused this Note to be signed in its corporate name by the Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer or Treasurer manually or in facsimile, and a facsimile of its corporate seal to be imprinted hereon and attested
by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries.
Dated: |
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McDONALD’S CORPORATION |
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SEAL |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series
designated herein provided for in the within mentioned Indenture.
Dated:
|
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee |
|
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Authenticating Agent |
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By: |
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Name: |
|
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Title: |
McDONALD’S CORPORATION
MEDIUM-TERM NOTE
(FIXED RATE)
This Note is one of a single
series of duly authorized issue of debentures, notes or other evidences of indebtedness of the Company (the “Debt Securities”)
of a single series hereinafter specified, all issued or to be issued in one or more series under a Senior Debt Securities Indenture, dated
as of October 19, 1996 (herein called the “Indenture”), between the Company and U.S. Bank Trust Company, National
Association (formerly, First Union National Bank), as trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt
Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. The Debt Securities may be
issued in one or more series, which different series may be issued in various currencies, may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events
of Default and may otherwise vary as in the Indenture provided. This Debt Security is one of the series designated on the face hereof,
which may be issued without limitation as to aggregate principal amount. The U.S. dollar equivalent of the public offering price or purchase
price of Notes denominated in foreign currency will be determined by an agent designated by the Company, which initially shall be The
Bank of New York Mellon Trust Company, N.A. (the “Paying Agent”), on the basis of the noon buying rate in The City
of New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the “Market
Exchange Rate”) for such currencies on the applicable trade dates.
“Maturity,”
when used with respect to this Note, means the date on which the principal of this Note or an installment of principal becomes due and
payable as provided herein or in the Indenture, whether at Stated Maturity or by declaration of acceleration, call for redemption or otherwise.
Unless otherwise specified
on the face hereof in the case of Notes represented by a Global Security, the authorized denominations of Notes denominated in U.S. dollars
will be U.S.$1,000 and any larger amount that is a multiple of U.S.$1,000. The authorized denominations of Notes denominated in a currency
other than U.S. dollars will be as set forth on the respective faces thereof.
Each Note will be issued initially
as either a Book-Entry Note or a Certificated Note.
If the Specified Currency
is other than U.S. dollars, the amount of any U.S. dollar payment to be made in respect hereof will be determined by the Paying Agent
based on the highest firm bid quotation in The City of New York expressed in U.S. dollars received by the Paying Agent at approximately
11:00 A.M., New York City time, on the second Business Day before the applicable payment date (or, if no such rate is quoted on such date,
the Paying Agent will use the last date on which such rate was quoted), from three (or, if three are not available, then two) recognized
foreign exchange dealers in New York City (which may include the agents, their affiliates or the Paying Agent) selected by the Paying
Agent and approved by the Company for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount
of the Specified Currency payable on such payment date in respect of all Notes denominated in such Specified Currency. All currency exchange
costs will be borne by the Holders of such Notes by deductions from such U.S. dollar payments. If at least two such bid quotations are
not available, then such payments will be made in the Specified Currency, unless the Specified Currency is unavailable due to the imposition
of exchange controls or to other circumstances beyond the Company’s control, in which case payment will be made as described in
the next paragraph.
If the Specified Currency
is other than U.S. dollars and this Note is a Global Note, the Holder of a beneficial interest in this Global Note may elect to receive
a payment or payments in the Specified Currency by notifying the DTC participant through which its Notes are held on or prior to the applicable
Record Date of (1) the Holder’s election to receive all or a portion of the payment in the Specified Currency, and (2) wire
transfer instructions to an account located outside of the United States. DTC must be notified of an election and wire transfer instructions
(1) on or prior to the third New York Business Day (as defined below) after the Record Date for any payment of interest, and (2) on
or prior to the tenth New York Business Day after the Record Date for any payment of principal. DTC will notify the Paying Agent of an
election and wire transfer instructions (1) on or prior to 5:00 P.M. New York City time on the fifth New York Business Day after
the Record Date for any payment of interest, and (2) on or prior to 5:00 P.M. New York City time on the twelfth New York Business
Day after the Record Date for any payment of principal. If complete instructions are forwarded to DTC through DTC participants and by
DTC to the Paying Agent on or prior to such dates, such Holder will receive payment in the Specified Currency outside of DTC; otherwise,
only U.S. dollar payments will be made by the Paying Agent to DTC.
The term “New York
Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close.
Except as set forth below,
if any payment in respect hereof is required to be made in a Specified Currency other than U.S. dollars and such currency is unavailable
to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or is no longer used
by the government of the country issuing such currency (unless otherwise replaced by the euro) or for the settlement of transactions by
public institutions of or within the international banking community, then such payment shall be made in U.S. dollars until such currency
is again available to the Company or so used. The amount so payable in such foreign currency shall be converted into U.S. dollars on the
basis of the most recently available Market Exchange Rate for such currency or as otherwise indicated on the face hereof. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of Default under the Indenture.
If the principal of and any
interest and premium, if any, on the Notes is payable in any Specified Currency other than U.S. dollars and (i) the country of which
such Specified Currency has been a currency of legal tender for the payment of public and private debts (the “Currency Country”)
becomes a Participating Member State (as defined below), then the Company may, solely at its option and without the consent of the Holders
of such Notes or the need to amend the Indenture, on any Interest Payment Date after the date on which such country has become a Participating
Member State has occurred, (such Interest Payment Date, a “Redenomination Date”), redenominate all of those Notes into
euro upon the giving of not less than 30 days’ notice thereof in accordance with the terms of such Notes, which notice shall set
forth the manner in which such redenomination shall be effected. If the Company elects to redenominate a tranche of Notes, the election
to redenominate will have effect as follows:
1. each
denomination will be deemed to be denominated in such amount of euro as is equivalent to its denomination or the amount of interest in
the Specified Currency at the Fixed Conversion Rate (as defined below) adopted by the Council of the European Union for the Specified
Currency, rounded down to the nearest euro 0.01;
2. after
the Redenomination Date, all payments in respect of those 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 those Notes to the Specified Currency were to euro. Payments
will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified
by the payee, or at the option of the payee, by a euro cheque;
3. if
those Notes 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 applicable fraction specified in the pricing supplement;
and
4. such
other changes shall be made to the terms of those Notes as we may decide, after consultation with the Trustee, and as may be specified
in the notice, to conform them to conventions then applicable to debt securities denominated in euro or to enable those Notes to be consolidated
with other notes, whether or not originally denominated in the Specified Currency or euro. Any such other changes will not take effect
until after they have been notified to the Holders.
The definitions of Business
Day and Market Day that shall apply to the Notes for payments on or in respect thereof following any redenomination thereof and for all
other purposes under the Notes and under the Indenture shall be (A) business day and market day definitions for fixed or floating
rate (as applicable) euro-denominated debt obligations issued in the Euromarkets and held in international clearing systems which are
consistent with existing or anticipated market practices as determined by the Company or (B) if no such Business Day and Market Day
definitions are so determined, the definitions of Business Day and Market Day which applied to such Notes before redenomination or (C) if
the Company would be unable to make payments on the Notes on the date that payment is expressed to be due if (B) above were to apply,
such other business day and market day definitions as are determined by the Company.
“EMU” means
Economic and Monetary Union as contemplated by the Treaty of Rome;
“euro”
means the single or unified currency to be introduced in the Participating Member States, whether known as the euro or otherwise;
“Fixed Conversion
Rate” with respect to any Specified Currency means the irrevocably fixed conversion rate between the euro and such Specified
Currency adopted by the Council of the European Union according to Article 109 1(4) first sentence of the Treaty of Rome;
“Maastricht Treaty”
means the treaty on European Union which was signed in Maastricht on February 1, 1992 and came into force on November 1, 1993;
“Participating Member
State” means a member state of the European Union that adopts the euro in accordance with the Treaty of Rome; and
“Treaty of Rome” means the Treaty
of Rome of March 25, 1957, as amended by various agreements, including the Treaty on European Union (1993), the Treaty of Amsterdam
(1999), the Treaty of Nice (2003) and as further amended, from time to time.
The Company may, with the
consent of the Trustee, and without the need to obtain the consent of the Holders of any Note, make any changes or additions to the terms
of the Notes of a series which correct any manifest error or any ambiguity or correct or supplement any defective provisions described
herein, and which changes or additions the Company and the Trustee believe are not materially prejudicial to the interests of the Holders
of the Notes of such series. Any such change or addition shall be binding on the Company, the Holders of the Notes of such series, the
Trustee, the Paying Agents and any other agent of the Company. Any change or addition shall be considered to be made by operation of the
terms of the relevant Notes. The Company shall promptly give notice of any such change or addition.
Except as provided in the
Note or in the Pricing Supplement with respect to the redenomination of the Notes into euro, the occurrence or non-occurrence of an EMU
Event (as defined below) or the entry into force of any law, regulation, directive or order requiring redenomination to be undertaken
on terms different than those described herein, will not have the effect of altering any term of, or discharging or excusing performance
under, the Indenture or Notes nor give the Company, the Trustee or the Holder of such Notes, the right unilaterally to alter or terminate
the Indenture or Notes or give rise to any Event of Default or otherwise be the basis for any acceleration, early redemption, rescission,
notice, repudiation, adjustment or renegotiation of the terms of the Indenture or Notes. The occurrence or non-occurrence of an EMU Event
will be considered to occur automatically pursuant to the terms of the Notes. For purposes hereof, “EMU Event” means
any event associated with EMU in the European Community, including, without limitation, each (and any combination) of (i) the fixing
of exchange rates between the currency of a Participating Member State and the euro or between the currencies of Participating Members
States; (ii) the introduction of the euro as lawful currency in a Participating Member State; (iii) the withdrawal from legal
tender of any currency that, before the introduction of the euro, was lawful currency in any of the Participating Member States; or (iv) the
disappearance or replacement of a relevant rate option or other price source for the national currency of any participating Member State,
or the failure of the agreed price or rate sponsor (or a successor sponsor) or screen provider to publish or display the required information.
If so specified on the face
hereof, the Company may, at its option, redeem this Note in whole, or from time to time in part in accordance with the procedures set
forth in the Indenture, on the date or dates designated as the Optional Redemption Date(s) on the face hereof, at the Redemption
Price(s) specified on the face hereof declining from a specified premium, if any, to par, together with accrued interest to the Optional
Redemption Date. The Company may exercise such option by causing the Trustee or the Paying Agent to mail a notice of such redemption at
least 10 but not more than 45 days prior to the applicable Optional Redemption Date. Any such redemption of this Note may, at the Company’s
option, be subject to one or more conditions precedent. Any related written notice of redemption shall describe the conditions precedent
and, at the Company’s option, shall indicate that the Optional Redemption Date may be delayed or the written notice rescinded if
all such conditions precedent shall not have been satisfied or waived. The Company shall be solely responsible for determining whether
any such conditions precedent have been satisfied or waived and in the event of any delay or rescission of redemption, written notice
shall be provided by the date of redemption. In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.
If so specified on the face
hereof, this Note will be repayable prior to its Stated Maturity at the option of the Holder on the Optional Repayment Date(s) shown
on the face hereof at the Optional Repayment Price(s) shown on the face hereof, together with accrued interest to the date of repayment.
In order for this Note to be repaid, the Paying Agent must receive at least 30 but not more than 45 days prior to an Optional Repayment
Date (i) this Note with the form below entitled “Option to Elect Repayment” duly completed; or (ii) a facsimile
transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company in the United States of America setting forth the name of the Holder of this Note, the principal amount
of the Note to be repaid, the certificate number or a description of the tenor and terms of this Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled “Option to Elect Repayment”
duly completed will be received by the Paying Agent not later than five Business Days after the date of such facsimile transmission or
letter. If the procedure described in clause (ii) of the preceding sentence is followed, this Note with the form duly completed must
be received by the Paying Agent by such fifth Business Day. Any tender of this Note for repayment shall be irrevocable. The repayment
option may be exercised by the Holder of this Note for less than the entire principal amount of the Note, provided that the principal
amount of this Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment, this Note shall
be canceled and a new Note or Notes for the remaining principal amount hereof shall be issued in the name of the Holder of this Note.
Unless otherwise specified
on the face hereof, this Note will not be subject to any sinking fund. Any such sinking fund shall be administered in accordance with
the terms specified on the face hereof and otherwise as set forth in the Indenture.
Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note, the amount payable in the event of redemption or repayment prior to
the Stated Maturity hereof, in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount of this
Note as of the Optional Redemption Date or the Optional Repayment Date, as the case may be. The “Amortized Face Amount”
of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the
difference between the Issue Price and the principal amount hereof that has accrued at the Yield to Stated Maturity (as set forth on the
face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which
the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount of this Note, if it is an Original Issue Discount
Note, exceed its principal amount.
If this Note is a Global Security,
ownership of beneficial interests herein will be limited to participants in DTC or persons that hold interests through such participants,
and the transfer of beneficial interests herein will be effected only through records maintained by DTC (and with respect to interests
of participants in DTC) and by participants in DTC or persons that may hold interests through such participants (with respect to persons
other than participants in DTC).
As provided in the Indenture
and subject to certain limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the Person surrendering the same.
If this Note is a Global Security,
this Note is exchangeable only if (x) DTC notifies the Company that it is unwilling or unable to continue as depositary for this
Note or if at any time DTC ceases to be in good standing under the Securities Exchange Act of 1934, as amended, and the Company does not
appoint a successor depositary within 90 days after the Company receives such notice or becomes aware that DTC is no longer in good standing;
or (y) the Company in its sole discretion determines that this Note shall be exchanged for Certificated Notes in definitive form,
provided that the definitive Notes so issued in exchange for this Note shall be in authorized denominations and be of like aggregate principal
amount and tenor and terms as the portion of this Note to be exchanged. Except as provided above, owners of beneficial interests in this
Note (if a Global Security) will not be entitled to have this Note or Notes represented by this Note registered in their names or receive
physical delivery of Notes in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.
As provided in the Indenture
and subject to certain limitations therein set forth, this Note is transferable on the Debt Security register of the Company, upon surrender
of this Note for registration of transfer at the offices or agencies as may be designated and maintained by the Company for such purpose
in accordance with the provisions of the Indenture, duly endorsed by or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Debt Security registrar, duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and
any agent of the Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default shall
occur and be continuing with respect to the Notes, the unpaid principal amount of the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions
permitting the Company and the Trustee, with the consent of the Holders of not less than 66 2/3% in aggregate principal amount of each
series of the Debt Securities at the time outstanding (as defined in the Indenture) to be affected (each series voting as a class), evidenced
as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Debt Securities
of all such series; provided, however, that no such supplemental indenture shall, among other things, (i) extend the
fixed maturity of any Debt Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount
or premium if any, thereon, or make the principal thereof, or premium if any, or interest, if any, thereon payable in any coin or currency
other than that hereinabove provided, without the consent of the Holder of each Debt Security so affected or reduce the amount of principal
of an Original Issue Discount Security that would be due and payable upon acceleration of maturity thereof, or (ii) reduce the aforesaid
percentage of Debt Securities the Holders of which are required to consent to any such supplemental indenture, without the consent of
the Holders of each Debt Security so affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Notes at the time Outstanding, as defined in the Indenture, on behalf of the Holders of all the Notes, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Notes issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note or upon any Note issued upon the transfer hereof or in exchange therefor or in lieu hereof.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times, places and rate, and in the coin and currency, herein prescribed.
No recourse shall be made
for the payment of the principal of or the interest on this Note or for any claim based herein or otherwise in any manner in respect hereof,
or in respect of the Indenture, against any incorporator, stockholder, officer or director, as such past, present or future, of the Company
or of any predecessor or successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by
the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.
All terms used in this Note
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common |
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UNIF GIFT MIN ACT - |
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Custodian Under Uniform Gifts to Minors Act |
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TEN ENT - as tenants by the entireties |
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(Cust) |