Obligation Archdale Midland 2.5% ( US039483BL57 ) en USD

Archdale Midland

97.77 % ▲

Etats-unis

US039483BL57 ( en USD )

2.5% par an ( paiement annuel )

11/08/2026

Prospectus brochure de l'obligation Archer Daniels Midland US039483BL57 en USD 2.5%, échéance 11/08/2026

039483BL5

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

11/08/2025 ( Dans 37 jours )

Archer Daniels Midland (ADM) est une société américaine multinationale de transformation et de commercialisation de produits agricoles, opérant dans la production alimentaire, la nutrition animale et la production de biocarburants.

L'Obligation émise par Archdale Midland ( Etats-unis ) , en USD, avec le code ISIN US039483BL57, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/08/2026

L'Obligation émise par Archdale Midland ( Etats-unis ) , en USD, avec le code ISIN US039483BL57, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Archdale Midland ( Etats-unis ) , en USD, avec le code ISIN US039483BL57, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
424B2 1 d208293d424b2.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-197958

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 22, 2014)
$1,000,000,000

ARCHER-DANIELS-MIDLAND COMPANY
2.500% Notes due 2026
The notes will bear interest at 2.500% per annum. Interest on the notes is payable semi-annually in arrears on each February 11 and August 11,
beginning on February 11, 2017. The notes will mature on August 11, 2026.
We may redeem the notes, at our option at any time, either in whole or in part, at the redemption prices described under the heading "Description
of the Notes--Optional Redemption." If a change of control triggering event as described under "Description of the Notes--Change of Control" occurs with
respect to the notes, we will be required to offer to repurchase the notes at the applicable repurchase price described herein unless the notes have been
previously redeemed or called for redemption.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured obligations from
time to time outstanding. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the notes involves risks, including those that are described under "Risk Factors" beginning on page S-4 of this prospectus supplement
and the risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents we file with the U.S. Securities and Exchange
Commission.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon
the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Proceeds,
Before
Price to
Underwriting
Expenses, to

Public (1)
Discount

us (1)

Per note

99.710%
0.450%

99.260%
Total

$997,100,000
$4,500,000
$992,600,000

(1)
Plus accrued interest from August 11, 2016 if the settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV, on or about August 11, 2016 (or such later date as may be agreed by us and the
underwriters).
Joint Book-Running Managers

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Definitive Prospectus Supplement
BNP PARIBAS

HSBC
Deutsche Bank Securities

MUFG
Co-Managers

Barclays

BofA Merrill Lynch
Citigroup
J.P. Morgan
August 8, 2016
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-i
Prospectus Supplement Summary

S-1
Risk Factors

S-4
Use of Proceeds

S-6
Ratio of Earnings to Fixed Charges

S-7
Description of the Notes

S-8
Material United States Federal Income Tax Considerations

S-17
Underwriting

S-22
Legal Matters

S-26
Prospectus

About This Prospectus

1
Where You Can Find More Information

2
The Company

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges and Earnings To Combined Fixed Charges And Preferred Stock Dividends

5
Description of Debt Securities

6
Description of Capital Stock

20
Description of Warrants

22
Description of Stock Purchase Contracts and Stock Purchase Units

24
Plan of Distribution

25
Legal Matters

26
Experts

26
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized. We have not, and the underwriters have not, authorized any
other person to provide you with different or additional information. If anyone provides you with different or additional information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus,
any such free writing prospectus and the documents incorporated by reference herein is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second
part is the prospectus dated September 22, 2014, which is part of our Registration Statement on Form S-3 (No. 333-197958).
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede
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Definitive Prospectus Supplement
that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we have authorized in making your investment decision. You should also read and
consider the information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying
prospectus.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference
in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized and, if given or made, such
information or representations must not be relied upon as having been authorized. This prospectus supplement, the accompanying prospectus and
any free writing prospectus we have authorized do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
notes described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which
such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement, the accompanying prospectus or any such free writing
prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date of this prospectus supplement, or that the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any such free writing prospectus is correct as of any time subsequent to the date of such information.
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "we," "us," "our," the "Company"
and "ADM" refer to Archer-Daniels-Midland Company and its consolidated subsidiaries. If we use a capitalized term in this prospectus
supplement and do not define the term in this document, it is defined in the accompanying prospectus.
The distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized and the
offering or sale of the notes in some jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not
constitute an offer, or an invitation on our behalf or the underwriters or any of them, to subscribe to or purchase any of the notes, and may not be
used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to
any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting."

S-i
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering. It may not contain all of the information that is important
to you in deciding whether to purchase notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and
the documents that we have filed with the U.S. Securities and Exchange Commission (the "SEC") that are incorporated by reference prior to
deciding whether to purchase notes.
Archer-Daniels-Midland Company
We are one of the world's largest processors of oilseeds, corn, wheat, and other agricultural commodities and a leading manufacturer
of protein meal, vegetable oil, corn sweeteners, flour, biodiesel, ethanol, and other value-added food and feed ingredients. We also have an
extensive global grain elevator and transportation network to procure, store, clean, and transport agricultural commodities, such as oilseeds,
corn, wheat, milo, oats, and barley, as well as processed agricultural commodities.
We were incorporated in Delaware in 1923 as the successor to a business formed in 1902. Our executive offices are located at
77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Our telephone number is (312) 634-8100. We maintain an Internet website at
http://www.adm.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the
accompanying prospectus, and you should not consider information contained on our website as part of this prospectus supplement or the
accompanying prospectus.

S-1
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Definitive Prospectus Supplement
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to
important limitations and exceptions. See "Description of the Notes" for a more detailed description of the terms and conditions of the notes.

Issuer
Archer-Daniels-Midland Company

Securities Offered
$1,000,000,000 aggregate principal amount of 2.500% Notes due 2026

Maturity
The notes will mature on August 11, 2026.

Interest
Interest on the notes will accrue at 2.500% per annum from August 11, 2016.
Interest on the notes will be payable semi-annually in arrears on each
February 11 and August 11, beginning on February 11, 2017.

Optional Redemption
We may redeem all or part of the notes at any time or from time to time prior to
May 11, 2026 (three months prior to the maturity date of the notes, the "Par Call
Date"), at our option, at a redemption price equal to the greater of (1) 100% of
the principal amount of the notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest that would
have been payable if the notes being redeemed on that redemption date matured
on the Par Call Date (excluding interest accrued to the redemption date)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a discount rate equal to the Treasury
Rate plus 15 basis points, plus, in each case, accrued and unpaid interest on the
notes being redeemed to, but excluding, the redemption date.

We may redeem all or part of the notes at any time or from time to time on and
after the Par Call Date, at our option, at a redemption price equal to 100% of the

principal amount of the notes to be redeemed, plus accrued and unpaid interest
on such notes to, but excluding, the redemption date.

Repurchase at the Option of Holders Upon a
If a "change of control triggering event" as described under "Description of the
Change of Control Triggering Event
Notes--Change of Control" occurs with respect to the notes, we will be required
to offer to repurchase the notes at a price equal to 101% of the principal amount
thereof together with accrued and unpaid interest, as described under
"Description of the Notes--Change of Control" unless the notes have been
previously redeemed or called for redemption.

Denominations
We will issue notes in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.

S-2
Table of Contents
Ranking
The notes will be our senior unsecured obligations and will rank equally in right
of payment with all of our other senior unsecured obligations from time to time
outstanding.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general
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Definitive Prospectus Supplement
corporate purposes, including to repay a portion of our outstanding commercial
paper indebtedness. See "Use of Proceeds."

Further Issuances
We may from time to time, without notice to or the consent of the holders of the
notes, create and issue additional debt securities having the same terms (except
for the issue date and, in some cases, the public offering price, the initial interest
accrual date and the initial interest payment date) and ranking equally and ratably
with the notes offered hereby in all respects, as described under "Description of
the Notes-- Further Issuances." Any additional debt securities having such
similar terms, together with the notes offered hereby, will constitute a single
series of securities under the indenture.

Book-Entry
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company, or
"DTC." Beneficial interests in the notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct
or indirect participants in DTC. Clearstream Banking, société anonyme, and
Euroclear Bank SA/NV will hold interests on behalf of their participants through
their respective U.S. depositaries, which in turn will hold such interests in
accounts as participants of DTC. Except in the limited circumstances described
in this prospectus supplement, owners of beneficial interests in the notes will not
be entitled to have notes registered in their names, will not receive or be entitled
to receive notes in definitive form and will not be considered holders of notes
under the indenture.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" and the other
information included in or incorporated by reference into this prospectus
supplement for a discussion of factors you should carefully consider before
deciding to purchase the notes.

Trustee and Securities Registrar
The Bank of New York Mellon

Governing Law
New York

S-3
Table of Contents
RISK FACTORS
You should carefully consider the following risk factors, the risk factors described in Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2015 as well as the other information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before making an investment decision. The following is not intended as, and should not be construed as, an exhaustive
list of relevant risk factors. There may be other risks that a prospective investor should consider that are relevant to its own particular
circumstances or generally.
The notes will be effectively subordinated to the existing and future liabilities of our subsidiaries.
The notes will be our senior unsecured obligations and will rank equal in right of payment to our other senior unsecured obligations
from time to time outstanding. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing
their loans will be prior to any claim of the holders of the notes with respect to those assets. As of June 30, 2016, we had $5.8 billion in aggregate
principal amount of long-term debt, including current maturities, and no material secured indebtedness.
Our subsidiaries are separate and distinct legal entities from us. Our subsidiaries have no obligation to pay any amounts due on the notes
or to provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments.
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In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us
by our subsidiaries will also be contingent upon the subsidiaries' earnings and business considerations. Our right to receive any assets of any of our
subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets,
will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of
our subsidiaries, our right as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our
subsidiaries senior to that held by us.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture do not place any limitation on the amount of debt that may be incurred by us. Our incurrence of additional debt
may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect
to the notes and a loss in the trading value of your notes, if any.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem
sufficient.
The notes are new issues of securities for which there currently is no established trading market. We do not intend to list the notes on a
national securities exchange. While the underwriters of the notes have advised us that they intend to make a market in the notes, the underwriters
will not be obligated to do so and may stop their market-making at any time. No assurance can be given:

·
that a market for the notes will develop or continue;

·
as to the liquidity of any market that does develop; or

·
as to your ability to sell any notes that you may own or the price at which you may be able to sell your notes.
Our credit ratings may not reflect all risks of your investments in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated
changes in our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks
relating to structure or marketing of the notes.

S-4
Table of Contents
Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time by the issuing
organization. Each agency's rating should be evaluated independently of any other agency's rating.
We may not be able to repurchase the notes upon a change of control triggering event.
Upon the occurrence of specific kinds of change of control events, unless we have exercised our right to redeem the notes, as applicable,
each holder of the notes will have the right to require us to repurchase all or any part of such holder's notes at a price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to but excluding the date of repurchase. If we experience a change of control triggering
event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the notes. Our
failure to repurchase the notes as required under the indenture governing the notes would result in a default under the notes, which could have
material adverse consequences for us and the holders of the notes. See "Description of the Notes--Change of Control."

S-5
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USE OF PROCEEDS
We expect the net proceeds to us from the sale of the notes to be approximately $990,600,000, after deducting underwriting discounts
and commissions and our offering expenses. We intend to use the net proceeds from the sale of the notes for general corporate purposes, including
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to repay a portion of our outstanding commercial paper indebtedness. At June 30, 2016, our outstanding commercial paper indebtedness was
$1.4 billion, had a weighted average interest rate of 0.473% and a weighted average maturity of 27 days.

S-6
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RATIO OF EARNINGS TO FIXED CHARGES
Set forth below is our consolidated ratio of earnings to fixed charges for each of the periods presented.

Six Months
Six Months
Ended
Ended
Year Ended June 30,

December 31,

Year Ended December 31,

June 30,
2011
2012
2012
2013
2014
2015
2016
5.55x

3.79x

4.02x

4.45x

7.90x

6.62x

4.60x
The ratio of earnings to fixed charges is calculated as follows:

(earnings)

(fixed charges)
For purposes of calculating the ratio, "earnings" consist of:

·
pre-tax income from continuing operations before adjustment for non-controlling interests in income from consolidated

subsidiaries or income or loss from equity investees;

·
fixed charges;

·
amortization of capitalized interest;

·
distributed income of equity investees; and

·
our share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges;

·
minus capitalized interest;

·
minus preference security dividend requirements of consolidated subsidiaries; and

·
minus the non-controlling interest in pre-tax income of subsidiaries that have not incurred fixed charges.
For purposes of calculating the ratio, "fixed charges" consist of:

·
interest expensed and capitalized;

·
amortized premiums, discounts and capitalized expenses related to indebtedness;

·
an estimate of the interest portion of rental expense on operating leases; and

·
preference security dividend requirements of consolidated subsidiaries.

S-7
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DESCRIPTION OF THE NOTES
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The following description of the particular terms of the notes supplements the description of the general terms and provisions of the
"debt securities" set forth in the accompanying prospectus, to which reference is made. References to "we," "us," "our" the "Company" and
"ADM" in this section are only to Archer-Daniels-Midland Company and not to its subsidiaries.
The notes will be issued under an indenture (the "indenture") dated as of October 16, 2012, between us and The Bank of New York
Mellon, as trustee (the "trustee"). We have summarized certain terms and provisions of the indenture and the notes in this section and in
"Description of Debt Securities" in the accompanying prospectus. We have also incorporated by reference the indenture as an exhibit to the
registration statement of which the accompanying prospectus forms a part. You should read the indenture for additional information before you
purchase the notes.
The following summary of certain provisions of the indenture and the notes does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the indenture and the notes, including the definitions therein of certain terms.
Whenever particular provisions of or terms defined in the indenture are referred to, such provisions and defined terms are incorporated by reference
as part of the statement made.
General
The notes will be our senior unsecured obligations and will rank equal in right of payment to our other senior unsecured obligations
from time to time outstanding. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing
their loans will be prior to any claim of the holders of the notes with respect to those assets. The notes will be effectively subordinated to all
liabilities of our subsidiaries, including trade payables. Since we conduct many of our operations through our subsidiaries, our right to participate
in any distribution of the assets of a subsidiary when it winds up its business is subject to the prior claims of the creditors of the subsidiary. This
means that your right as a holder of our notes will also be subject to the prior claims of these creditors if a subsidiary liquidates or reorganizes or
otherwise winds up its business. Unless we are considered a creditor of the subsidiary, your claims will be recognized behind these creditors.
The notes will initially be limited to $1,000,000,000 aggregate principal amount. The indenture does not limit the amount of notes,
debentures or other evidences of indebtedness that we may issue under the indenture and provides that notes, debentures or other evidences of
indebtedness may be issued from time to time in one or more series. See "--Further Issuances."
The aggregate principal amount of the notes will mature and become payable, together with accrued and unpaid interest on August 11,
2026 (unless redeemed earlier as described below under "--Optional Redemption"). The notes will not be convertible into or exchangeable for any
of our equity interests. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or exchange.
The notes will be represented by one or more global securities registered in the name of a nominee of DTC. Except as described under
"Book-Entry Delivery and Settlement," the notes will not be issuable in certificated form.

S-8
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Interest
The notes will bear interest from August 11, 2016 at a rate of 2.500% per annum. We will pay interest on the notes semi-annually in
arrears on February 11 and August 11 of each year and on the maturity date of the notes (each, an "interest payment date"), beginning
on February 11, 2017, to the persons in whose names the notes are registered at the close of business on the 15th calendar day (whether or not a
business day) immediately preceding the related interest payment date. Interest on the notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
If an interest payment date (including an interest payment date falling on a redemption date or the maturity date) falls on a day that is not
a business day, the payment will be made on the next business day as if it were made on the date the payment was due, and no interest will accrue
on the amount so payable for the period from and after the interest payment date, redemption date or maturity date, as the case may be, to the date
the payment is made. Interest payment on the notes will include accrued interest from and including the date of issue or from and including the last
date in respect of which interest has been paid, as the case may be, but excluding, the interest payment date or the date of redemption or maturity,
as the case may be.
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Further Issuances
We may, from time to time, without notice to or the consent of holders of the notes, create and issue additional debt securities having the
same terms (except for the issue date and, in some cases, the public offering price, the initial interest accrual date and the initial interest payment
date) and ranking equally and ratably with the notes offered hereby in all respects. Additional debt securities having such similar terms, together
with the notes offered hereby, will constitute a single series of securities under the indenture; provided, however, that the issuance of such
additional debt securities will not be so consolidated for United States federal income tax purposes unless such issuance constitutes a "qualified
reopening" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated
thereunder. No such additional debt securities may be issued if an Event of Default (as defined in the indenture) has occurred and is continuing
with respect to the notes.
Optional Redemption
We may redeem the notes at our option, either in whole at any time or in part from time to time prior to May 11, 2026 (three months prior to
the maturity date of the notes, the "Par Call Date"), at a redemption price for the notes to be redeemed on any redemption date equal to the greater
of the following amounts:

·
100% of the principal amount of the notes being redeemed on the redemption date; or

·
the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if the
notes being redeemed on that redemption date matured on the Par Call Date (excluding interest accrued to the redemption date),

discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a
discount rate equal to the Treasury Rate (as defined below), plus 15 basis points;
plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.
In addition, we may redeem all or part of the notes at any time or from time to time on and after the Par Call Date, at our option, at a
redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the notes being redeemed
to, but excluding, the redemption date.

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Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or
prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record
date according to the notes and the indenture.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (as measured from the date of redemption) of the series of the 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 notes (assuming, for this purpose, that the notes mature on the Par Call Date).
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (3) if only one Reference Treasury Dealer
Quotation is received, such quotation.
"Quotation Agent" means any Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (1) each of BNP Paribas Securities Corp., HSBC Securities (USA) Inc., and Deutsche Bank
Securities Inc., and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer, and (2) 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
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Definitive Prospectus Supplement
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual 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.
Notice of any redemption will be mailed (or, with respect to notes in global form, electronically delivered) at least 30 days but not more
than 60 days before the redemption date to each registered holder of the notes to be redeemed by us or by the trustee on our behalf. Once notice of
redemption is mailed or electronically delivered, as applicable, the notes called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued and unpaid interest to, but excluding, the redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we
default in the payment of the redemption price and accrued interest). Prior to the redemption date, we will deposit with the trustee money sufficient
to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of the notes are to be redeemed, the
notes to be redeemed shall be selected by the trustee by a method the trustee deems to be fair and appropriate or in case the notes are represented
by one or more global notes, beneficial interests therein shall be selected for redemption by DTC in accordance with their respective applicable
procedures therefor.
Sinking Fund
The notes will not be entitled to any sinking fund.

S-10
Table of Contents
Change of Control
If a Change of Control Triggering Event (as defined below) occurs with respect to a series of notes, unless we have exercised our option
to redeem the notes as discussed above under "--Optional Redemption," we will be required to make an offer (the "Change of Control Offer") to
each holder of such notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on
the terms set forth in such notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate
principal amount of such notes repurchased, plus accrued and unpaid interest, if any, on such notes repurchased to but excluding the date of
repurchase (the "Change of Control Payment"). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any
Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, a
notice will be mailed (or with respect to notes in global form, electronically delivered) to holders of the notes describing the transaction that
constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered, as applicable
(the "Change of Control Payment Date"). The notice will, if mailed or electronically delivered, as applicable, prior to the date of consummation of
the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the
Change of Control Payment Date.
On the Change of Control Payment Date, we will, to the extent lawful:

·
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

·
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes

properly tendered; and

·
deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate

principal amount of notes or portions of notes being repurchased and that all conditions precedent provided for in the indenture to
the Change of Control Offer and the repurchase by us of notes pursuant to the Change of Control Offer have been complied with.
We will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party
repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there has occurred and is
continuing on the Change of Control Payment Date an event of default under the indenture, other than a default in the payment of the Change of
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Document Outline

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