CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee (1)
1.750% Notes due 2018	$1,000,000,000	$100,700
2.375% Notes due 2020	$1,600,000,000	$161,120
3.375% Notes due 2025	$2,000,000,000	$201,400
4.375% Notes due 2045	$1,000,000,000	$100,700
Floating Rate Notes due 2018	$400,000,000	$40,280
Total	$6,000,000,000	$604,200

(1)

Calculated in accordance with Rule 457(r)

 

Filed Pursuant to Rule 424(b)(2) 

Registration Statement No.: 333-192551

  

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 26, 2013)

 

AstraZeneca PLC

$6,000,000,000

 

 

$1,000,000,000 1.750% Notes due 2018

$1,600,000,000 2.375% Notes due 2020
$2,000,000,000 3.375% Notes due 2025

$1,000,000,000 4.375% Notes due 2045

$400,000,000 Floating Rate Notes due 2018

 

 

The notes offered by this prospectus supplement comprise the $1,000,000,000 1.750% Notes due 2018 (the “2018 Notes”), the $1,600,000,000 2.375% Notes due 2020 (the “2020 Notes”), the $2,000,000,000 3.375% Notes due 2025 (the “2025 Notes”), the $1,000,000,000 4.375% Notes due 2045 (the “2045 Notes” and, collectively with the 2018 Notes, the 2020 Notes and the 2025 Notes, the “Fixed Rate Notes”) and the $400,000,000 Floating Rate Notes due 2018 (the “Floating Rate Notes”, and together with the Fixed Rate Notes, the “notes”). Interest on the Fixed Rate Notes will be payable semi-annually in arrears on May 16 and November 16 of each year, beginning May 16, 2016. Interest on the Floating Rate Notes will be payable quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, beginning February 16, 2016.

 

The notes are redeemable in whole but not in part prior to their respective maturity dates upon the occurrence of certain tax events described herein. In addition, we may redeem the notes in whole or in part, at any time at the greater of 100% of the principal amount or a make-whole amount described herein, in each case, plus accrued interest.

 

The notes will constitute unsecured and unsubordinated indebtedness of AstraZeneca PLC and will rank equally with all other unsecured and unsubordinated indebtedness of AstraZeneca PLC from time to time outstanding.

 

The notes are being offered globally for sale in jurisdictions where it is lawful to make such offers and sales. We will apply to list the notes on the New York Stock Exchange.

  

 

Investing in the notes involves risks.
See “Risk Factors” beginning on page 1 of the attached prospectus.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

	Price to Public(1)	Underwriting Commissions	Proceeds to AstraZeneca (before expenses)(2)
Per 2018 Note	100.000%	0.250%	99.750%
Total for 2018 Notes	$1,000,000,000	$2,500,000	$997,500,000
Per 2020 Note	99.584%	0.350%	99.234%
Total for 2020 Notes	$1,593,344,000	$5,600,000	$1,587,744,000
Per 2025 Note	99.070%	0.450%	98.620%
Total for 2025 Notes	$1,981,400,000	$9,000,000	$1,972,400,000
Per 2045 Note	98.602%	0.875%	97.727%
Total for 2045 Notes	$986,020,000	$8,750,000	$977,270,000
Per Floating Rate Note	100.000%	0.250%	99.750%
Total for Floating Rate Notes	$400,000,000	$1,000,000	$399,000,000
Total	$5,960,764,000	$26,850,000	$5,933,914,000

 

1	Plus interest accrued on the notes from November 16, 2015, if any.

2	See “Underwriting” in this prospectus supplement.

 

We expect to deliver the notes to investors in registered book-entry form only through the facilities of The Depository Trust Company (“DTC”) on or about November 16, 2015. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), and Euroclear Bank SA/NV (“Euroclear”).

 

 

Joint Book-Running Managers

 

Barclays

BofA Merrill Lynch

HSBC

Morgan Stanley

 

 

 

Co-Managers

 

Citigroup

Deutsche Bank Securities

J.P. Morgan

 

November 10, 2015.

 

 

table of Contents

 

 

Prospectus Supplement

 

Page

 

About This Document	S-1
Where You Can Find More Information	S-1
Forward-Looking Statements	S-3
Summary	S-4
The Offering	S-6
Selected Financial Information	S-12
Use of Proceeds	S-14
Indebtedness and Capitalization	S-14
Ratio of Earnings to Fixed Charges	S-15
Description of Notes	S-16
Taxation	S-22
Clearance and Settlement	S-23
Underwriting	S-24
Selling Restrictions	S-27
Validity of Notes	S-28

 

 

We have not, and the underwriters have not, authorized any other person to provide you with any information other than the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein. Neither we nor the underwriters take responsibility for, or provide any assurance as to the reliability of, any different or additional information. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

 

About This Document

 

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the notes we are offering and certain other matters relating to us and our results of operations and financial condition. The second part, the attached prospectus, gives more general information about securities we may offer from time to time, some of which does not apply to the notes we are offering. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. If the description of the notes in the prospectus supplement differs from the description in the attached prospectus, the description in the prospectus supplement supersedes the description in the attached prospectus.

 

Where You Can Find More Information

 

We file annual reports with the Securities and Exchange Commission (the “SEC”), and furnish other information on Form 6-K to the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. These documents are also available on our internet website at http://www.astrazeneca.com. The contents of our website are not incorporated into, and do not form a part of, this prospectus supplement.

 

INCORPORATION OF DOCUMENTS BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we file with or furnish to them, 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 supplement and the accompanying prospectus and later information that we file with the SEC will automatically update or supersede this information. We incorporate by reference the documents listed below and any of our future filings made with the SEC under Sections 13(a), 13(c), and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until such time as all of the securities covered by this prospectus supplement have been sold:

 

·

Our Annual Report on Form 20-F for the year ended December 31, 2014 filed with the SEC on March 10, 2015.

 

·

The reconciliation table under the heading “First Half” and “Second Quarter”, but only with respect to 2014 figures in our Report on Form 6-K furnished to the SEC on July 31, 2014.

 

·

The reconciliation table under the heading “Third Quarter” and “Nine Months”, but only with respect to 2014 figures in our Report on Form 6-K furnished to the SEC on November 6, 2014.

 

·

Our Report on Form 6-K titled “AstraZeneca Announces Positive Phase III Top-Line Results for PT003 from the Pinnacle 1 and Pinnacle 2 Studies in COPD” furnished to the SEC on March 18, 2015.

 

·

Our Report on Form 6-K titled “Selumetinib Granted Orphan Drug Designation by US FDA for Treatment of Uveal Melanoma” furnished to the SEC on April 17, 2015.

 

·

Our Report on Form 6-K, excluding the section titled “Independent Review Report to AstraZeneca PLC” furnished to the SEC on July 30, 2015.

 

·

Our Report on Form 6-K titled “AstraZeneca Appoints Dr Sean Bohen as Executive Vice President of Global Medicines Development and Chief Medical Officer” furnished to the SEC on August 24, 2015.

 

·

Our Report on Form 6-K titled “AstraZeneca and Valeant Pharmaceuticals to Partner on Brodalumab” furnished to the SEC on September 1, 2015.

 

·

Our Report on Form 6-K titled “US FDA Approves Expanded Indication for Brilinta to Include Long-Term Use in Patients with a History of Heart Attack” furnished to the SEC on September 4, 2015.

 

·

Our Report on Form 6-K furnished to the SEC on November 5, 2015 titled “Year-To-Date and Q3 2015 Results”.

 

·

All other documents we file pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement and prior to the termination of the offering of the notes and, to the extent designated therein, reports furnished to the SEC on Form 6-K, in each case with effect from the date that such document or report is so filed or furnished.

 

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus other than exhibits which are not specifically incorporated by reference into those documents. You can request those documents from either of the below:

 

AstraZeneca PLC
2 Kingdom Street
London W2 6BD
England

 

The Company Secretary
Tel. No.: +44-20-7604-8000

Investor Relations
Tel. No.: +44-20-7604-8000

 

 

Forward-Looking Statements

 

From time to time, we may make statements regarding our assumptions, projections, expectations, intentions or beliefs about future events. These statements constitute “forward-looking statements” for purposes of the US Private Securities Litigation Reform Act of 1995. We caution that these statements may and often do vary from actual results and the differences between these statements and actual results can be material. Accordingly, we cannot assure you that actual results will not differ materially from those expressed or implied by the forward-looking statements. You should read the section entitled “Cautionary statement regarding forward-looking statements” in our annual report on Form 20-F for the year ended December 31, 2014, in our Report on Form 6-K dated November 5, 2015 and the section entitled “Forward-Looking Statements” on pages 3 and 4 of the attached prospectus for additional information.

 

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus supplement, the attached prospectus or the information incorporated by reference, might not occur.

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Financial Information

 

The selected consolidated financial data for AstraZeneca PLC set forth below as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 is derived from our audited consolidated financial statements and has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and as issued by the International Accounting Standards Board. The selected consolidated financial data set forth below as of and for the nine-month periods ended September 30, 2015 and 2014 is derived from our unaudited consolidated financial statements for the nine-month period ended September 30, 2015 contained in our Report on Form 6-K dated November 5, 2015. The unaudited consolidated financial statements include all adjustments which we consider necessary for a fair statement of our financial position and results of operations for those periods in accordance with IFRS. The results for the nine-month period ended September 30, 2015 are not necessarily indicative of the results that might be expected for the entire year ending December 31, 2015 or any other period. The selected consolidated financial information set forth below should be read in conjunction with our consolidated financial statements, the notes related thereto and the financial and operating data incorporated by reference into this prospectus supplement and the accompanying prospectus.

 

		For the Nine Months Ended September 30,								For the Year Ended December 31,
		2015				2014				2014				2013				2012				2011				2010
		(In $ millions, except per share amounts)
Income Statement Data
Total Revenue			18,309				19,831				26,095				25,711				27,973				33,591				33,269
Cost of sales			(3,377	)			(4,175	)			(5,842	)			(5,261	)			(5,393	)			(6,026	)			(6,389	)
Distribution costs			(240	)			(236	)			(324	)			(306	)			(320	)			(346	)			(335	)
Research and development			(4,251	)			(4,080	)			(5,579	)			(4,821	)			(5,243	)			(5,523	)			(5,318	)
Selling, general and administrative costs			(8,444	)			(8,916	)			(13,000	)			(12,206	)			(9,839	)			(11,161	)			(10,445	)
Profit on disposal of subsidiary(1)			—				—				—				—				—				1,483				—
Other operating income and expense			1,029				62				787				595				970				777				712
Operating profit			3,026				2,486				2,137				3,712				8,148				12,795				11,494
Finance income			33				45				78				50				42				50				516
Finance expense			(783	)			(703	)			(963	)			(495	)			(544	)			(562	)			(1,033	)
Share of after tax losses in Joint Ventures			(9	)			(2	)			(6	)			—				—				—				—
Profit before tax			2,267				1,826				1,246				3,267				7,646				12,283				10,977
Taxation			(249	)			(270	)			(11	)			(696	)			(1,376	)			(2,333	)			(2,896	)
Profit for the period			2,018				1,556				1,235				2,571				6,270				9,950				8,081
Profit attributable to:
Equity holders of the Company			2,017				1,554				1,233				2,556				6,240				9,917				8,053
Non-controlling interests			1				2				2				15				30				33				28
Dividends declared and paid in the period per share		$	0.90			$	0.90			$	2.80			$	2.80			$	2.85			$	2.70			$	2.41

 

 

		For the Nine Months Ended September 30,				For the Year Ended December 31,
		2015				2014				2013				2012				2011				2010
		(In $ millions)
Balance Sheet Data
Property, plant and equipment, goodwill and intangible assets			37,632				38,541				31,846				32,435				27,267				28,986
Investments in joint ventures			48				59				—				—				—				—
Other investments			444				502				281				199				201				211
Derivative financial instruments			479				465				365				389				342				324
Other receivables			925				1,112				1,867				352				—				—
Deferred tax assets			1,391				1,219				1,205				1,111				1,514				1,475
Current assets			13,199				16,697				20,335				19,048				23,506				25,131
Total assets			54,118				58,595				55,899				53,534				52,830				56,127
Current liabilities			(16,036	)			(17,330	)			(16,051	)			(13,903	)			(15,752	)			(16,787	)
Non-current liabilities			(20,714	)			(21,619	)			(16,595	)			(15,685	)			(13,612	)			(15,930	)
Net assets			17,368				19,646				23,253				23,946				23,466				23,410
Share capital			316				316				315				312				323				352
Reserves attributable to equity holders			17,033				19,311				22,909				23,419				22,917				22,861
Non-controlling interests			19				19				29				215				226				197
Total equity and reserves			17,368				19,646				23,253				23,946				23,466				23,410

 

 

Use of Proceeds

 

We estimate that the net proceeds from this offering, after deducting the underwriters’ discount and estimated offering expenses payable by us, will be approximately $5,927,914,000.

 

We intend to use the net proceeds from this offering to fund our acquisition of ZS Pharma, to repay certain of our outstanding commercial paper obligations and for general corporate purposes. See “Summary—Recent Developments”.

 

Indebtedness and Capitalization

 

The following table sets forth our indebtedness and capitalization as at September 30, 2015 and as adjusted to reflect the issuance of the notes. The data included in the table below is prepared on the basis of IFRS.

 

This table should be read in conjunction with our audited and unaudited consolidated financial statements, the notes related thereto and the financial and operating data incorporated by reference into this prospectus supplement and the accompanying prospectus.

 

		As of September 30, 2015				As Adjusted
		(Unaudited)
		(In $ millions)				(In $ millions)
Current loans and borrowings
Short-term borrowings			2,314				2,314
Current installments of loans			63				63
Overdrafts			294				294
Total			2,671				2,671
Non-current loans and borrowings
Interest-bearing loans and borrowings			8,276				8,276
Notes offered hereby			—				5,928
Total			8,276				14,204
Equity
Share capital			316				316
Share premium account			4,291				4,291
Other reserves			2,035				2,035
Retained earnings			10,707				10,707
Total			17,349				17,349
Non-controlling interests			19				19
Total			17,368				17,368
Total capitalization			25,644				31,572

 

Ratio of Earnings to Fixed Charges

 

Our consolidated ratios of earnings to fixed charges calculated in accordance with IFRS for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 and for the nine-month period ended September 30, 2015 are as follows:

 

Nine Months Ended September 30,				Year Ended December 31,
2015				2014				2013				2012				2011				2010
(unaudited)
	11.7				6.1				9.9				19.9				29.5*				25.2*

 

For the purpose of computing these ratios, earnings consist of the income from continuing ordinary activities before taxation of AstraZeneca group companies and income received from companies owned 50% or less, plus fixed charges. Fixed charges consist of interest on all indebtedness, amortization of debt discount and expense and that portion of rental expense representative of the interest factor.

 

* Restated following the adoption of IAS 19 (2011) as detailed in the Group Accounting Policies from page 136 of the Company’s Annual Report and Form 20-F Information 2013, included in exhibit 15.1 to the Company’s Form 20-F dated March 20, 2014.

 

 

 

Description of Notes

 

This section describes the specific financial and legal terms of the notes and supplements the more general description under “Description of Debt Securities” in the attached prospectus. To the extent that the following description is inconsistent with the terms described under “Description of Debt Securities” in the attached prospectus, the following description replaces that in the attached prospectus.

 

General

 

We will offer $1,000,000,000 initial aggregate principal amount of 1.750% Notes due 2018 (the “2018 Notes”), $1,600,000,000 initial aggregate principal amount of 2.375% Notes due 2020 (the “2020 Notes”), $2,000,000,000 initial aggregate principal amount of 3.375% Notes due 2025 (the “2025 Notes”), $1,000,000,000 initial aggregate principal amount of 4.375% Notes due 2045 (the “2045 Notes” and, collectively with the 2018 Notes, the 2020 Notes and the 2025 Notes, the “Fixed Rate Notes”) and $400,000,000 initial aggregate principal amount of Floating Rate Notes due 2018 (the “Floating Rate Notes”, and together with the Fixed Rate Notes, the “notes”), each as a separate series of notes under the Indenture, and, as such, each series of notes will vote and act, and may be redeemed, separately. The notes will be governed by New York law.

 

The notes will be unsecured, unsubordinated indebtedness of AstraZeneca PLC and will rank equally with all of AstraZeneca PLC’s other unsecured and unsubordinated indebtedness from time to time outstanding.

 

There is no sinking fund for any series of notes. We will apply to list the notes on the New York Stock Exchange.

 

Interest Payments and Maturity

 

For purposes of the description below, “business day” means any day which is not, in London, England or New York, New York, or the place of payment of amounts payable in respect of the notes, a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or obligated by law, regulation or executive order to close. A “London business day” is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

 

Fixed Rate Notes

 

Maturity. The entire principal amount of the 2018 Notes, the 2020 Notes, the 2025 Notes and the 2045 Notes will mature and become due and payable, together with any accrued and unpaid interest, on November 16, 2018, November 16, 2020, November 16, 2025 and November 16, 2045, respectively.

 

Interest Rate. Each of the 2018 Notes, the 2020 Notes, the 2025 Notes and the 2045 Notes will bear interest from their respective original issue date until their principal amount is paid or made available for payment, at a rate equal to 1.750%, 2.375%, 3.375% and 4.375% per annum, respectively, calculated on the basis of a 360-day year and twelve 30-day months.

 

Interest Payment Dates. Interest on the Fixed Rate Notes will be paid semi-annually in arrears on May 16 and November 16 of each year, commencing May 16, 2016 (each a “Fixed Rate Interest Payment Date”). However, if a Fixed Rate Interest Payment Date would fall on a day that is not a business day, the Fixed Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, but no additional interest shall be paid unless we fail to make payment on such date.

 

Interest Periods. The first interest period for the Fixed Rate Notes will be the period from and including the issue date to but excluding the first Fixed Rate Interest Payment Date. Thereafter, the interest periods for the Fixed Rate Notes will be the periods from and including the Fixed Rate Interest Payment Dates to but excluding the immediately succeeding Fixed Rate Interest Payment Date (together with the first interest period, each a “Fixed Rate Interest Period”). The final Fixed Rate Interest Period will be the period from and including the Fixed Rate Interest Payment Date immediately preceding the maturity date to the maturity date.

 

 

 

Floating Rate Notes

 

Maturity. The entire principal amount of the Floating Rate Notes will mature and become due and payable, together with any accrued and unpaid interest, on November 16, 2018.

 

Interest Rate. The interest rate for the Floating Rate Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below) as determined on November 12, 2015 plus the Spread. Thereafter, the interest rate for each Floating Rate Interest Period other than the first Floating Rate Interest Period will be LIBOR as determined on the applicable Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The Spread is 53 basis points for the Floating Rate Notes.

 

Interest Payment Dates. Interest on the Floating Rate Notes will be paid quarterly in arrears on February 16, May 16, August 16 and November 16 of each year, commencing February 16, 2016 (each a “Floating Rate Interest Payment Date”). However, if a Floating Rate Interest Payment Date would fall on a day that is not a business day, the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Floating Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest Payment Date falling on the maturity date, the Floating Rate Interest Periods (as defined below) and the Interest Reset Dates will be adjusted accordingly to calculate the amount of interest payable on the Floating Rate Notes.

 

Interest Reset Dates. The interest rate will be reset on February 16, May 16, August 16 and November 16 of each year, commencing February 16, 2016 (each, an “Interest Reset Date”). However, if any Interest Reset Date would otherwise be a day that is not a business day, that Interest Reset Date will be postponed to the next succeeding day that is a business day, except that if the business day falls in the next succeeding calendar month, the applicable Interest Reset Date will be the immediately preceding business day.

 

Interest Periods. The first interest period will be the period from and including the original issue date to but excluding the immediately succeeding Interest Reset Date. Thereafter, the interest periods will be the periods from and including an Interest Reset Date to but excluding the immediately succeeding Interest Reset Date (together with the first interest period, each a “Floating Rate Interest Period”). However, the final Interest Period will be the period from and including the Interest Reset Date immediately preceding the maturity date to the maturity date.

 

Interest Determination Date. The calculation agent in respect of the Floating Rate Notes, will determine LIBOR (as defined below) for each Floating Rate Interest Period on the second London business day prior to the first day of such Floating Rate Interest Period (an “Interest Determination Date”). LIBOR for the first Floating Rate Interest Period will be determined on November 12, 2015.

 

“LIBOR” means, with respect to any Interest Determination Date, the offered rate for deposits of US dollars having a maturity of three months that appears on the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s) as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so) (the “Designated LIBOR Page”).

 

If no rate appears on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates at approximately 11:00 a.m., London time, on such Interest Determination Date at which deposits in US dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by the calculation agent, after consultation with us, for a term of three months and in a principal amount equal to an amount that in the judgment of the calculation agent is representative for a single transaction in US dollars in such market at such time (a “Representative Amount”). The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with five-millionths of a percentage point rounded upwards) of such quotations. If fewer than two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean (rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with five millionths of a percentage point rounded upwards) of the rates quoted at approximately 11:00 a.m. in the City of New York on such Interest Determination Date by three major banks in New York City, selected by the calculation agent, after consultation with us, for loans in US dollars to leading European banks, for a term of three months and in a Representative Amount; provided, however, that if the banks so selected are not

quoting as mentioned above, the then-existing LIBOR rate will remain in effect for such Floating Rate Interest Period.

 

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by law.

 

Redemption

 

As explained below, under certain circumstances we may redeem the notes before they mature. This means that we may repay them early. If we redeem one series of notes we will have no obligation to redeem any other series. You have no right to require us to redeem the notes. Notes will stop bearing interest on the redemption date, even if you do not collect your money. We will give notice to DTC of any redemption we propose to make at least 30 days, but no more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements. Subject to the optional tax redemption described below, we may not redeem the Floating Rate Notes prior to maturity.

 

Optional Redemption

 

We may redeem the Fixed Rate Notes, in whole or in part, at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of such series of Fixed Rate Notes, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the series of Fixed Rate Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus the Make-Whole Spread (as set forth below) plus, in each case, accrued interest thereon to the date of redemption. In connection with such optional redemption, the following defined terms apply:

 

·

“Treasury rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

 

·

“Comparable treasury issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Fixed Rate Notes.

 

·

“Comparable treasury price” means, with respect to any redemption date, (i) the average, as determined by the Quotation Agent, of the reference treasury dealer quotations for such redemption date, after excluding the highest and lowest such reference treasury dealer quotations, or (ii) if the Quotation Agent obtains fewer than three such reference treasury dealer quotations, the average of all such quotations.

 

·

“Quotation Agent” means the reference treasury dealer appointed by us.

 

·

“Reference treasury dealer” means (i) each of Barclays Capital Inc., HSBC Securities (USA) Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, and their respective successors or affiliates; provided, however, that if the foregoing shall cease to be a primary US government securities dealer in New York City (a “primary treasury dealer”), we shall substitute therefor another primary treasury dealer; and (ii) any other primary treasury dealer selected by us.

 

·

“Reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at 5:00 p.m., Eastern Standard Time, on the third business day preceding such redemption date.

 

·

“Make-Whole Spread” means, with respect to, (i) the 2018 Notes, 10 basis points, (ii) the 2020 Notes, 15 basis points, (iii) the 2025 Notes, 20 basis points and (iv) the 2045 Notes, 25 basis points.

 

Optional Tax Redemption

 

In the event of various tax law changes after the date of this prospectus supplement and other limited circumstances that require us to pay additional amounts, as described below under “— Payment of Additional Amounts”, we may redeem all, but not less than all, of each series of notes at a price equal to 100% of the principal amount of each series of notes plus accrued interest to the date of redemption. This means we may repay any one or each series of notes early. We discuss our ability to redeem the notes in greater detail under “Description of Debt Securities — Optional Tax Redemption” in the accompanying prospectus.

 

Further Issuances

 

We may, without the consent of the holders of any series of notes, issue additional notes of each or any such series having the same ranking and same interest rate, maturity date, redemption terms and other terms as the applicable series of notes described in this prospectus supplement. Any such additional notes, together with the applicable series of notes offered by this prospectus supplement, will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes or other debt securities that we may issue under such indenture.

 

We may offer additional notes of any series of notes with OID for US federal income tax purposes as part of a further issue. Purchasers of notes of such series after the date of any further issue will not be able to differentiate between notes sold as part of such further issue and previously issued notes. If we were to issue additional notes with OID, purchasers of notes after such further issue may be required to accrue OID with respect to their notes. This may affect the price of outstanding notes of such series following a further issue. Purchasers are advised to consult legal counsel with respect to the implications of any future decision by us to undertake a further issue of notes of any series with OID.

 

Form, Denomination, Clearance and Settlement

 

We will issue the notes in fully registered form. Each series of notes will be represented by one or more global securities registered in the name of a nominee of DTC. You will hold beneficial interests in the notes through DTC in book-entry form. The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The underwriters expect to deliver the notes through the facilities of DTC on November 16, 2015. Indirect holders trading their beneficial interests in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. See “Clearance and Settlement” in the attached prospectus for more information about these clearing systems.

 

Payment of principal of and interest on each series of notes, so long as the notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

 

Payment of Additional Amounts

 

We agree that any amounts to be paid by us under the notes of principal, premium and interest in respect of the notes will be paid without deduction or withholding for, any and all present and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by or for the account of the government of any jurisdiction in which we are resident for tax purposes (presently, the UK) or any political subdivision or taxing authority of such jurisdiction, unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, we will (subject to compliance by you with any relevant administrative requirements) pay such additional amounts as will result in the receipt of such amounts as would have been received by the holder had no such withholding or deduction been required, provided that we will not have to pay additional amounts if:

 

(i) the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for the holder’s connection to the jurisdiction in which we are resident for tax purposes, other than by merely holding the note or by receiving principal, premium, if any, or interest, if any, on the note, or enforcing the note. These connections include where the holder or related party:

 

·

is or has been a domiciliary, national or resident of such jurisdiction;

 

·

is or has been engaged in a trade or business in such jurisdiction;

 

·

has or had a permanent establishment in such jurisdiction; or

 

·

is or has been physically present in such jurisdiction.

 

(ii) the tax, levy, impost or other governmental charge would not have been imposed, assessed, levied or collected but for presentation of the note for payment, if presentation is required, more than 30 days after the security became due or payment was provided for;

 

(iii) the tax, levy, impost or other governmental charge is an estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge;

 

(iv) the tax, levy, impost or other governmental charge is payable in a manner that does not involve deduction or withholding from payments on or in respect of the relevant note;

 

(v) the tax, levy, impost or other governmental charge would not have been imposed or withheld but for the failure of the holder or beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with any jurisdiction in which we are resident for tax purposes, as required by any treaty, statute, regulation or administrative practice of such jurisdiction as a condition to relief or exemption from such tax, levy, impost or other governmental charge;

 

(vi) the tax, levy, impost or other governmental charge is required to be made pursuant to the European Union Directive 2003/48/EC on the taxation of savings or any other directive amending, supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive or directives;

 

(vii) the holder would have been able to avoid such withholding or deduction by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form required by the relevant tax authority, a declarative, claim, certificate, document or other evidence establishing exemption therefrom;

 

(viii) the holder would have been able to avoid such withholding or deduction by presenting the relevant note to another paying agent in a Member State of the EU or elsewhere;

 

(ix) the tax, levy, impost or other governmental charge is required by Sections 1471 through 1474 of the Code (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under or with respect to FATCA; or

 

(x) any combination of the taxes referred to in (i) through (ix) above.

 

In addition, no payments of additional amounts will be made with respect to any payment on a note if the holder of the note is a fiduciary, partnership or a person other than the sole beneficial owner of any payment that would be required, by the laws of the jurisdiction in which we are resident for tax purposes, to be included in income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership or a beneficial owner who would not have been entitled to the additional amounts had that beneficiary, settlor, partner or beneficial owner been the holder of the relevant notes.

 

Defeasance and Discharge

 

We may release ourselves from any payment or other obligations on each series of notes as described under “Description of Debt Securities — Satisfaction, Discharge and Defeasance” in the attached prospectus.

 

Paying and Calculation Agent

 

The principal corporate trust office of the trustee in The City of New York is designated as the principal paying agent. See “— Trustee” immediately below. We may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts. The trustee will also serve as the calculation agent with respect to the Floating Rate Notes pursuant to a Calculation Agency Agreement to be dated as of November 16, 2015 between us and The Bank of New York Mellon.

 

Trustee

 

As a result of the transfer of JPMorgan Chase Bank’s corporate trust business to The Bank of New York Mellon (formerly known as The Bank of New York), effective October 1, 2006, The Bank of New York Mellon is currently the trustee under the Indenture. The trustee’s current address is The Bank of New York Mellon, Corporate Trust Office, 101 Barclay Street, New York, NY 10286. The trustee will also serve as the paying agent for the notes and as the calculation agent with respect to the Floating Rate Notes. See “— Paying and Calculation Agent” immediately above.

 

See “Description of Debt Securities — Concerning the Trustee” and “Description of Debt Securities — Default and Related Matters” in the attached prospectus for a description of the trustee’s procedures and remedies available in the event of default.

 

Taxation

 

The following supplements the discussion under “Certain UK and US Federal Tax Considerations” in the attached prospectus and is subject to the limitations and exceptions set forth therein.

 

European Union Savings Income Directive

 

Luxembourg, which before January 1, 2015 operated a withholding tax under the transitional rules described in the attached prospectus, has now replaced such withholding tax with the information reporting regime described in the attached prospectus.

 

On November 10, 2015, the Council of the European Union repealed Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”) from January 1, 2017 in the case of Austria and from January 1, 2016 in the case of all other Member States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the Savings Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU).

 

The proposed financial transaction tax (“FTT”)

 

On February 14, 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “participating Member States”). Joint statements issued by participating Member States indicate an intention to implement the FTT by January 1, 2016.

 

The Commission’s Proposal has very broad scope and the FTT could, if introduced, apply to certain dealings in the debt securities (including secondary market transactions) in certain circumstances, and to persons both within and outside of the participating Member States. However, the FTT proposal remains subject to negotiation between the participating Member States and the scope and timing of any such tax is uncertain.

 

Clearance and Settlement

 

The notes will be issued in the form of global notes that will be deposited with DTC on the closing date. This means that we will not issue certificates to each holder. We will issue one or more global notes with respect to each series of notes to DTC, and DTC will keep a computerized record of its participants (for example, your broker) whose clients have purchased the notes. The participant will then keep a record of its clients who 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. We will not issue certificated notes except in limited circumstances that we explain under “Legal Ownership — Global Securities — Special situations when the global security will be terminated” in the attached prospectus.

 

Beneficial interests in the global notes will be shown on, and transfers of the global notes will be made only through, records maintained by DTC and its participants. A description of DTC and its procedures is set forth under “Clearance and Settlement” in the attached prospectus.

 

We will wire principal and interest payments to DTC’s nominee. We and the trustee will treat DTC’s nominee as the owner of the global notes for all purposes. Accordingly, we, the trustee and any paying agent will have no direct responsibility for liability to pay amounts due on the global notes to owners of beneficial interests in the global note.

 

It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit direct participants’ accounts on the payment date according to their respective holdings of beneficial interest in the global note as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or voting right to direct participants whose accounts are credited with notes on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interest in the global note, and voting by participants, will be governed by the customary practices between the participants and owners of beneficial interest, as is the case with notes held for the account of customers registered in “street name”. However, payments will be the responsibility of the participants and not of DTC, the trustee or us.

 

Settlement for the notes will be made by the underwriters in immediately available funds. All payments of principal and interest will be made in immediately available funds, except as otherwise indicated in this section.

 

The notes have been accepted for clearance through DTC, Clearstream, Luxembourg and Euroclear. For the 2018 Notes, the ISIN is US046353AH15 and the CUSIP number is 046353AH1. For the 2020 Notes, the ISIN is US046353AK44 and the CUSIP number is 046353AK4. For the 2025 Notes, the ISIN is US046353AL27 and the CUSIP number is 046353AL2. For the 2045 Notes, the ISIN is US046353AM00 and the CUSIP number is 046353AM0. For the Floating Rate Notes, the ISIN is US046353AJ70 and the CUSIP number is 046353AJ7.

 

Underwriting

 

Subject to the terms and conditions set forth in the underwriting agreement dated November 10, 2015, and incorporated in the pricing agreement dated November 10, 2015, each of the underwriters has severally agreed to purchase, and we have agreed to sell to each underwriter, the principal amount of notes set forth opposite the name of each underwriter.

 

Underwriter		Principal Amount of 2018 Fixed Rate Notes to be Purchased				Principal Amount of 2020 Fixed Rate Notes to be Purchased				Principal Amount of 2025 Fixed Rate Notes to be Purchased				Principal Amount of 2045 Fixed Rate Notes to be Purchased				Principal Amount of Floating Rate Notes to be Purchased
Barclays Capital Inc.		$	200,000,000			$	320,000,000			$	400,000,000			$	200,000,000			$	80,000,000
HSBC Securities (USA) Inc.		$	200,000,000			$	320,000,000			$	400,000,000			$	200,000,000			$	80,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated		$	200,000,000			$	320,000,000			$	400,000,000			$	200,000,000			$	80,000,000
Morgan Stanley & Co. LLC		$	200,000,000			$	320,000,000			$	400,000,000			$	200,000,000			$	80,000,000
Citigroup Global Markets Inc.		$	67,000,000			$	107,000,000			$	134,000,000			$	66,000,000			$	27,000,000
Deutsche Bank Securities Inc		$	66,000,000			$	107,000,000			$	133,000,000			$	67,000,000			$	26,000,000
J.P. Morgan Securities LLC		$	67,000,000			$	106,000,000			$	133,000,000			$	67,000,000			$	27,000,000
Total		$	1,000,000,000			$	1,600,000,000			$	2,000,000,000			$	1,000,000,000			$	400,000,000

 

Barclays Capital Inc., Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the joint book-running managers for this offering of notes and are acting as representatives of the underwriters. Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are the co-managers for this offering.

 

The underwriting agreement and the pricing agreement provide that the obligations of the several underwriters are subject to certain conditions. The underwriters are obligated to purchase all of the notes if they purchase any of the notes.

 

The underwriters will initially offer to sell the notes to the public at the initial public offering price set forth on the cover of this prospectus supplement. The underwriters may sell notes to securities dealers at a discount from the initial public offering price of up to 0.150% of the principal amount of the 2018 Notes, 0.200% of the principal amount of the 2020 Notes, 0.250% of the principal amount of the 2025 Notes, 0.500% of the principal amount of the 2045 Notes and 0.150% of the principal amount of the Floating Rate Notes. These securities dealers may resell any notes purchased from the underwriters to other brokers or dealers at a discount from the initial public offering price of up to 0.075% of the principal amount of the 2018 Notes, 0.100% of the principal amount of the 2020 Notes, 0.125% of the principal amount of the 2025 Notes, 0.250% of the principal amount of the 2045 Notes and 0.075% of the principal amount of the Floating Rate Notes. If the underwriters cannot sell all the notes at the initial offering price, they may change the offering price and the other selling terms.

 

The notes are a new issue of securities with no established trading market. We will apply to list the notes on the New York Stock Exchange. The underwriters have advised us that they intend to make a market in the notes, but are not obligated to do so and may discontinue market making at any time without notice. Therefore, no assurance can be given as to the liquidity of the trading market for the notes.

 

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the notes).

 

 

	Paid by Us
Per 2018 Note	0.250%
Per 2020 Note	0.350%
Per 2025 Note	0.450%
Per 2045 Note	0.875%
Per Floating Rate Note	0.250%

 

In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of notes in excess of the principal amount of notes to be purchased by the underwriters in the offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.

 

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member.

 

Any of these activities may have the effect of stabilizing, preventing or retarding a decline in the market price of the notes. They may also cause the price of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

 

The offering of the notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

 

We estimate that expenses, excluding underwriting discounts and commissions, will be approximately $6,000,000.

 

We have agreed to indemnify the several underwriters against various liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect of any of those liabilities.

 

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses. Certain of the underwriters are lenders under our revolving credit facility.

 

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which 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 underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

 

It is expected that delivery of the notes will be made against payment therefore on or about the date specified in the last paragraph of the cover page of this prospectus supplement, which will be the third day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+3”).

 

Selling Restrictions

 

European Economic Area

 

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of the notes may not be made to the public in that Relevant Member State other than:

 

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the several underwriters; or

 

(c)

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

 

provided that no such offer of notes shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

 

For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means 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 the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended including by Directive 2010/73/EU and including any relevant implementing measure in each Relevant Member State).

 

United Kingdom

 

Each underwriter has represented and agreed that, in connection with the distribution of the notes:

 

(a)

it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“FSMA”) with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; and

 

(b)

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 and sale of such notes in circumstances in which Section 21(1) of the FSMA does not apply to us.

 

This document has not been approved by an authorised person for the purposes of section 21 of the FSMA. Accordingly, this document is only for distribution to and directed at: (i) persons outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to and will be engaged in only with Relevant Persons. Persons who are not Relevant Persons should not take any action based upon this document and should not rely on it.

 

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 underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Hong Kong

 

The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which 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 laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

Singapore

 

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

 

Where the notes are subscribed or purchased under Section 275 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) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

 

Japan

 

The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, 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 a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

 

Validity of Notes

 

Davis Polk & Wardwell London LLP, our US counsel, and Sullivan & Cromwell LLP, US counsel for the underwriters, will pass upon the validity of the notes with respect to United States Federal law and New York State law. Freshfields Bruckhaus Deringer LLP, our English solicitors, will pass upon the validity of the notes with respect to English law.