Obbligazione PepsiCo Inc 2.75% ( US713448CG16 ) in USD

PepsiCo Inc

100 USD ▼

Stati Uniti

US713448CG16 ( in USD )

2.75% per anno ( pagato 2 volte l'anno)

28/02/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione PepsiCo Inc US713448CG16 in USD 2.75%, scaduta

2 000 USD

1 250 000 000 USD

713448CG1

A+ ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

PepsiCo Inc. è una multinazionale statunitense che produce, commercializza e distribuisce una vasta gamma di bevande, snack e alimenti.

The Obbligazione issued by PepsiCo Inc ( United States ) , in USD, with the ISIN code US713448CG16, pays a coupon of 2.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 28/02/2023

The Obbligazione issued by PepsiCo Inc ( United States ) , in USD, with the ISIN code US713448CG16, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by PepsiCo Inc ( United States ) , in USD, with the ISIN code US713448CG16, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
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424B2 1 d493069d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class
Maximum Aggregate
Amount of
of securities offered

Offering Price

Registration Fee(1)
Floating Rate Notes due 2016

$625,000,000

$85,250
0.700% Senior Notes due 2016

$625,000,000

$85,250
2.750% Senior Notes due 2023

$1,250,000,000

$170,500

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
File No. 333-177307
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 13, 2011)
$2,500,000,000

$625,000,000 Floating Rate Notes due 2016
$625,000,000 0.700% Senior Notes due 2016
$1,250,000,000 2.750% Senior Notes due 2023

We are offering $625,000,000 of our floating rate notes due 2016 (the "2016 floating rate notes"), $625,000,000 of our 0.700% senior notes due 2016 (the "2016 fixed rate notes") and $1,250,000,000 of our 2.750%
senior notes due 2023 (the "2023 fixed rate notes"). The 2016 floating rate notes, the 2016 fixed rate notes and the 2023 fixed rate notes are collectively referred to herein as the "notes." The 2016 floating rate notes will bear
interest at a rate equal to three-month LIBOR plus 0.210% per annum and will mature on February 26, 2016. We will pay interest on the 2016 floating rate notes on February 26, May 26, August 26 and November 26 of each
year until maturity, beginning on May 26, 2013. The 2016 fixed rate notes will bear interest at a fixed rate of 0.700% per annum and will mature on February 26, 2016. The 2023 fixed rate notes will bear interest at a fixed rate
of 2.750% per annum and will mature on March 1, 2023. We will pay interest on the 2016 fixed rate notes on February 26 and August 26 of each year until maturity, beginning on August 26, 2013. We will pay interest on the
2023 fixed rate notes on March 1 and September 1 of each year until maturity, beginning on September 1, 2013. We may redeem some or all of the 2016 fixed rate notes or the 2023 fixed rate notes at any time and from time to
time at the redemption price for the 2016 fixed rate notes or the 2023 fixed rate notes, respectively, described in this prospectus supplement. The notes will be unsecured obligations and rank equally with all of our other
unsecured senior indebtedness. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The offering and sale of each series of notes is not conditioned on
the sale of any other series of notes.

Investing in the notes involves risks. See "Risk Factors" and "Our Business Risks" included in our annual report on Form 10-K for the fiscal year ended December 29, 2012.

Proceeds, Before
Public Offering
Underwriting
Expenses, to

Price(1)

Discount(2)

PepsiCo, Inc.

Per 2016 floating rate note

100.000%

0.250%

99.750%
2016 floating rate note total

$ 625,000,000
$1,562,500
$ 623,437,500
Per 2016 fixed rate note

99.965%

0.250%

99.715%
2016 fixed rate note total

$ 624,781,250
$1,562,500
$ 623,218,750
Per 2023 fixed rate note

99.904%

0.450%

99.454%
2023 fixed rate note total

$1,248,800,000
$5,625,000
$1,243,175,000
Total

$2,498,581,250
$8,750,000
$2,489,831,250
(1) Plus accrued interest from February 28, 2013, if settlement occurs after that date.
(2)
See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will not be listed on any securities exchange. Currently there is no public market for the notes.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company, Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V, as operator of the Euroclear System, against
payment in New York, New York on or about February 28, 2013.

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Joint Book-Running Managers

BNP PARIBAS

BofA Merrill Lynch

J.P. Morgan

Co-Managers

Loop Capital Markets

Mizuho Securities

US Bancorp
The date of this prospectus supplement is February 25, 2013.
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We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus filed by
us with the Securities and Exchange Commission (the "SEC"). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction where the offer and sale is not permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus, any
free writing prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

Special Note on Forward-Looking Statements and Risk Factors

S-1

PepsiCo, Inc.

S-1

Ratio of Earnings to Fixed Charges

S-3

Use of Proceeds

S-3

Description of Notes

S-4

United States Federal Income Tax Considerations

S-10

Underwriting

S-14

Legal Opinions

S-17

Independent Registered Public Accounting Firm

S-17

Where You Can Find More Information

S-17

Prospectus

The Company

1

About this Prospectus

2

Where You Can Find More Information

3

Special Note on Forward-Looking Statements

4

Use of Proceeds

4

Ratio of Earnings to Fixed Charges

4

Description of Capital Stock

4

Description of Debt Securities

8

Description of Warrants

15

Description of Units

16

Forms of Securities

16

Validity of Securities

18

Independent Registered Public Accounting Firm

18

As used in this prospectus supplement, unless otherwise specified or where it is clear from the context that the term only means issuer, the terms "PepsiCo," the "Company," "we," "us," and "our" refer to
PepsiCo, Inc. and its consolidated subsidiaries. Our executive offices are located at 700 Anderson Hill Road, Purchase, New York 10577 and our telephone number is (914) 253-2000. We maintain a website at
www.pepsico.com where general information about us is available. We are not incorporating the contents of the website into this prospectus supplement or the accompanying prospectus.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Certain sections of this prospectus supplement, including the documents incorporated by reference herein, contain statements reflecting our views about our future performance and constitute "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The Reform Act provides a safe harbor for forward-looking statements made by us or on our behalf. We and our representatives may,
from time to time, make written or oral forward-looking statements, including statements contained in our filings with the SEC and in our reports to stockholders. Generally, the inclusion of the words "believe," "expect,"
"intend," "estimate," "project," "anticipate," "will" and similar expressions identify statements that constitute forward-looking statements. All statements addressing our future operating performance, and statements addressing
events and developments that we expect or anticipate will occur in the future, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are and will be based upon management's
then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in such forward-looking statements. Readers should consider
the various factors that may affect our performance, including those discussed under "Risk Factors" and "Our Business Risks" in our annual report on Form 10-K for the fiscal year ended December 29, 2012.
We have not authorized anyone to provide any information other than that contained in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and
therein and any free writing prospectus filed by us with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are offering to sell, and seeking offers to buy, the notes described in this prospectus supplement only where offers and sales are permitted. Since information that we file with the SEC in the future will
automatically update and supersede information contained in this prospectus supplement and the accompanying prospectus, you should not assume that the information contained herein or therein is accurate as of any date other
than the date on the front of the document.
PEPSICO, INC.
PepsiCo, Inc. was incorporated in Delaware in 1919 and was reincorporated in North Carolina in 1986. We are a leading global food and beverage company with brands that are respected household names
throughout the world. Through our operations, authorized bottlers, contract manufacturers and other partners, we make, market, sell and distribute a wide variety of convenient and enjoyable foods and beverages, serving
customers and consumers in more than 200 countries and territories.
Our management monitors a variety of key indicators to evaluate our business results and financial condition. These indicators include market share, volume, net revenue, operating profit, management operating cash
flow, earnings per share and return on invested capital.
Performance with Purpose is our vision to succeed in the long term by creating sustained value. PepsiCo was again recognized for its leadership in this area in 2012 by earning a place on the prestigious Dow Jones
Sustainability World Index for the sixth consecutive year and on the North America Index for the seventh consecutive year. We plan to continue delivering on this vision by offering a wide range of product choices, finding
innovative ways to cut costs and minimize our impact on the environment, providing a safe and inclusive workplace and respecting and investing in the communities in which we operate.

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Our Operations
We are organized into four business units, as follows:

1)
PepsiCo Americas Foods, which includes Frito-Lay North America (FLNA), Quaker Foods North America (QFNA) and all of our Latin American food and snack businesses (LAF);

2)
PepsiCo Americas Beverages (PAB), which includes all of our North American and Latin American beverage businesses;

3)
PepsiCo Europe, which includes all beverage, food and snack businesses in Europe and South Africa; and

4)
PepsiCo Asia, Middle East and Africa (AMEA), which includes all beverage, food and snack businesses in AMEA, excluding South Africa.
Our four business units are comprised of six reportable segments (also referred to as divisions), as follows:

·
FLNA,

·
QFNA,

·
LAF,

·
PAB,

·
Europe, and

·
AMEA.
Frito-Lay North America
Either independently or in conjunction with third-party partners, FLNA makes, markets, sells and distributes branded snack foods. These foods include Lay's potato chips, Doritos tortilla chips, Cheetos cheese
flavored snacks, Tostitos tortilla chips, branded dips, Ruffles potato chips, Fritos corn chips and Santitas tortilla chips. FLNA's branded products are sold to independent distributors and retailers. In addition, FLNA's joint
venture with Strauss Group makes, markets, sells and distributes Sabra refrigerated dips and spreads.
Quaker Foods North America
Either independently or in conjunction with third-party partners, QFNA makes, markets, sells and distributes cereals, rice, pasta, dairy and other branded products. QFNA's products include Quaker oatmeal, Aunt
Jemima mixes and syrups, Quaker Chewy granola bars, Quaker grits, Cap'n Crunch cereal, Life cereal, Quaker rice cakes, Rice-A-Roni side dishes, Near East side dishes and Pasta Roni side dishes. These branded products
are sold to independent distributors and retailers.
Latin America Foods
Either independently or in conjunction with third-party partners, LAF makes, markets, sells and distributes a number of snack food brands including Marias Gamesa, Cheetos, Doritos, Ruffles, Emperador, Saladitas,
Elma Chips, Rosquinhas Mabel, Sabritas and Tostitos, as well as many Quaker-branded cereals and snacks. These branded products are sold to independent distributors and retailers.
PepsiCo Americas Beverages
Either independently or in conjunction with third-party partners, PAB makes, markets, sells and distributes beverage concentrates, fountain syrups and finished goods under various beverage brands including Pepsi,
Mountain Dew, Gatorade, Diet Pepsi, Aquafina, 7UP (outside the U.S.), Diet Mountain Dew, Tropicana Pure Premium, Sierra Mist and Mirinda. PAB also, either independently or in conjunction with third-party partners,
makes, markets and sells ready-to-drink tea and coffee products through joint ventures with Unilever (under the Lipton brand name) and Starbucks. Further, PAB manufactures and distributes certain brands licensed from Dr
Pepper Snapple Group, Inc. (DPSG), including Dr Pepper and Crush, and certain juice brands licensed from Dole

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Food Company, Inc. PAB operates its own bottling plants and distribution facilities and sells branded finished goods directly to independent distributors and retailers. PAB also sells concentrate and finished goods for our
brands to authorized and independent bottlers, who in turn also sell our brands as finished goods to independent distributors and retailers in certain markets.
Europe
Either independently or in conjunction with third-party partners, Europe makes, markets, sells and distributes a number of leading snack foods including Lay's, Walkers, Doritos, Cheetos and Ruffles, as well as many
Quaker-branded cereals and snacks, through consolidated businesses as well as through noncontrolled affiliates. Europe also, either independently or in conjunction with third-party partners, makes, markets, sells and
distributes beverage concentrates, fountain syrups and finished goods under various beverage brands including Pepsi, Pepsi Max, 7UP, Diet Pepsi and Tropicana. These branded products are sold to authorized bottlers,
independent distributors and retailers. In certain markets, however, Europe operates its own bottling plants and distribution facilities. Europe also, either independently or in conjunction with third-party partners, makes,
markets and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name). In addition, Europe makes, markets, sells and distributes a number of leading dairy products
including Domik v Derevne, Chudo and Agusha.
Asia, Middle East and Africa
Either independently or in conjunction with third-party partners, AMEA makes, markets, sells and distributes a number of leading snack food brands including Lay's, Chipsy, Kurkure, Doritos, Cheetos and Smith's
through consolidated businesses as well as through noncontrolled affiliates. Further, either independently or in conjunction with third-party partners, AMEA makes, markets and sells many Quaker-branded cereals and snacks.
AMEA also makes, markets, sells and distributes beverage concentrates, fountain syrups and finished goods under various beverage brands including Pepsi, Mirinda, 7UP, Mountain Dew, Aquafina and Tropicana. These
branded products are sold to authorized bottlers, independent distributors and retailers. However, in certain markets, AMEA operates its own bottling plants and distribution facilities. AMEA also, either independently or in
conjunction with third-party partners, makes, markets and sells ready-to-drink tea products through an international joint venture with Unilever (under the Lipton brand name). Further, AMEA licenses co-branded juice
products to third-party partners through a strategic alliance with Tingyi (Cayman Islands) Holding Corp. (Tingyi) under the House of Tropicana brand name.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for the periods indicated. "Fixed charges" consist of interest expense, capitalized interest, amortization of debt discount, and the interest portion of
net rent expense which is deemed to be representative of the interest factor. The ratio of earnings to fixed charges is calculated as income from continuing operations, before provision for income taxes and cumulative effect of
accounting changes, where applicable, less net unconsolidated affiliates' interests, plus fixed charges (excluding capitalized interest), plus amortization of capitalized interest, with the sum divided by fixed charges.

Year Ended
December 29, 2012

December 31, 2011

December 25, 2010

December 26, 2009

December 27, 2008
8.53

9.29

8.65

15.48

15.82
USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $2,489.8 million, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds
from this offering for general corporate purposes, including the repayment of commercial paper.

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DESCRIPTION OF NOTES
General
The 2016 floating rate notes offered hereby will initially be limited to $625,000,000 aggregate principal amount. The 2016 floating rate notes will bear interest from February 28, 2013, or from the most recent interest
payment date on which we have paid or provided for interest on the 2016 floating rate notes.
The 2016 floating rate notes will mature at 100% of their principal amount on February 26, 2016.
The 2016 fixed rate notes and 2023 fixed rate notes offered hereby will initially be limited to aggregate principal amounts of $625,000,000 and $1,250,000,000, respectively.
The 2016 fixed rate notes will bear interest from February 28, 2013, payable semi-annually on each February 26 and August 26, beginning on August 26, 2013, to the persons in whose names the 2016 fixed rate notes
are registered at the close of business on each February 11 and August 11, as the case may be (whether or not a business day), immediately preceding such February 26 and August 26. The 2023 fixed rate notes will bear
interest from February 28, 2013, payable semi-annually on each March 1 and September 1, beginning on September 1, 2013, to the persons in whose names the 2023 fixed rate notes are registered at the close of business on
each February 15 and August 15, as the case may be (whether or not a business day), immediately preceding such March 1 and September 1. The 2016 fixed rate notes will mature on February 26, 2016 and the 2023 fixed rate
notes will mature on March 1, 2023.
Each series of notes is a single series of debt securities to be issued under an indenture dated May 21, 2007, between us and The Bank of New York Mellon, as trustee. The indenture is more fully described in the
accompanying prospectus.
The notes are not subject to any sinking fund.
We may, without the consent of the existing holders of a series of notes, issue additional notes of such series having the same terms so that the existing notes and the new notes of such series form a single series under
the indenture.
The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2016 floating rate notes will not be redeemable. We may redeem some or all of the 2016 fixed rate notes or the 2023 fixed rate notes at any time and from time to time at the redemption price described under
"--Optional Redemption."
Defeasance
The notes of each series will be subject to defeasance and discharge (but not with respect to certain covenants) and to defeasance of certain covenants as set forth in the indenture. See "Description of Debt Securities
--Satisfaction, Discharge and Covenant Defeasance" in the accompanying prospectus.
Description of Certain Provisions Applicable to the 2016 Floating Rate Notes
Calculation Agent
The Bank of New York Mellon will act as calculation agent for the 2016 floating rate notes under the Amended and Restated Calculation Agency Agreement between PepsiCo and The Bank of New York Mellon dated
as of May 10, 2011.

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Interest Payment Dates
Interest on the 2016 floating rate notes will be payable quarterly in arrears on February 26, May 26, August 26 and November 26, commencing on May 26, 2013 to the persons in whose names the notes are registered
at the close of business on each February 11, May 11, August 11 and November 11, as the case may be (whether or not a New York business day (as defined below)). If any interest payment date (other than the maturity date or
any earlier repayment date) falls on a day that is not a New York business day, the payment of interest that would otherwise be payable on such date will be postponed to the next succeeding New York business day, except that
if such New York business day falls in the next succeeding calendar month, the applicable interest payment date will be the immediately preceding New York business day. If the maturity date or any earlier repayment date of
the 2016 floating rate notes falls on a day that is not a New York business day, the payment of principal, premium, if any, and interest, if any, otherwise payable on such date will be postponed to the next succeeding New York
business day, and no interest on such payment will accrue from and after the maturity date or earlier repayment date, as applicable. A "New York business day" is any day other than a Saturday, Sunday or other day on which
commercial banks are required or permitted by law, regulation or executive order to be closed in New York City.
Interest Reset Dates
The interest rate will be reset quarterly on February 26, May 26, August 26 and November 26, commencing on May 26, 2013. However, if any interest reset date would otherwise be a day that is not a New York
business day, such interest reset date will be the next succeeding day that is a New York business day, except that if the next succeeding New York business day falls in the next succeeding calendar month, the applicable
interest reset date will be the immediately preceding New York business day.
Interest Periods and Interest Rate
The initial interest period will be the period from and including February 28, 2013 to but excluding the first interest reset date. The interest rate in effect during the initial interest period will be equal to LIBOR plus
21 basis points, determined two London business days prior to February 28, 2013. A "London business day" is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
After the initial interest period, the interest periods will be the periods from and including an interest reset date to but excluding the immediately succeeding interest reset date, except that the final interest period will
be the period from and including the interest reset date immediately preceding the maturity date to but excluding the maturity date. The interest rate per annum for the 2016 floating rate notes in any interest period will be equal
to LIBOR plus 21 basis points, as determined by the calculation agent. The interest rate in effect for the 15 calendar days prior to any repayment date earlier than the maturity date will be the interest rate in effect on the
fifteenth day preceding such earlier repayment date.
The interest rate on the 2016 floating rate notes will be limited to the maximum rate permitted by New York law, as the same may be modified by United States law of general application.
Upon the request of any holder of 2016 floating rate notes, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next interest reset date.
The calculation agent will determine LIBOR for each interest period on the second London business day prior to the first day of such interest period.
LIBOR, with respect to any interest determination date, will be the offered rate for deposits of U.S. dollars having a maturity of three months that appears on "Reuters Page LIBOR 01" at approximately 11:00 a.m.,
London time, on such interest determination date. If on an interest determination date, such rate does not appear on the "Reuters Page LIBOR 01" as of 11:00 a.m., London time, or if "Reuters Page LIBOR 01" is not available
on such date, the calculation agent will obtain such rate from Bloomberg L.P.'s page "BBAM."

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If no offered rate appears on "Reuters Page LIBOR 01" or Bloomberg L.P.'s page "BBAM" on an interest determination date, 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 U.S. dollars are offered to prime banks in the London inter-bank market by four major banks in such market selected by PepsiCo,
for a term of three months commencing on the applicable interest reset date and in a principal amount equal to an amount that in the judgment of the calculation agent is representative for a single transaction in U.S. dollars in
such market at such time. 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 interest period will
be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such interest period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York City on such
interest determination date by three major banks in New York City, selected by PepsiCo, for loans in U.S. dollars to leading European banks, for a term of three months commencing on the applicable interest reset date and in a
principal amount equal to an amount that in the judgment of the calculation agent is representative for a single transaction in U.S. dollars in such market at such time; 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 interest period, or, if none, the interest rate will be the initial interest rate.
All percentages resulting from any calculation of any interest rate for the 2016 floating rate notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 5.876545% (or .05876545) would be rounded to 5.87655% (or .0587655)), and all U.S. dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward.
Each calculation of the interest rate on the 2016 floating rate notes by the calculation agent will (in the absence of manifest error) be final and binding on the noteholders and PepsiCo.
Accrued Interest
Accrued interest on the 2016 floating rate notes will be calculated by multiplying the principal amount of the 2016 floating rate notes by an accrued interest factor. This accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. For these calculations, the
interest rate in effect on any reset date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding reset date or, if none, the initial interest
rate.
Optional Redemption
Each of the 2016 fixed rate notes and the 2023 fixed rate notes will be redeemable as a whole or in part, at our option 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 notes and

·
(ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a

semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 5 basis points with respect to the 2016 fixed rate notes and 15 basis points with respect to the 2023
fixed rate notes,
plus in each case accrued and unpaid interest to the date of redemption.
"Comparable Treasury Issue" means, with respect to the 2016 fixed rate notes or the 2023 fixed rate notes, as the case may be, the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of such series of 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 a comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date for the 2016 fixed rate notes or the 2023 fixed rate notes, as the case may be, (A) the average of the Reference Treasury Dealer Quotations for

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