Obligation Kraft Heinz Foods 5% ( US50076QAE61 ) en USD

Kraft Heinz Foods

89.26 % ▼

Etas-Unis

US50076QAE61 ( en USD )

5% par an ( paiement semestriel )

03/06/2042

Prospectus brochure de l'obligation Kraft Heinz Foods US50076QAE61 en USD 5%, échéance 03/06/2042

2 000 USD

1 973 700 000 USD

50076QAE6

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

04/06/2024 ( Dans 39 jours )

L'Obligation émise par Kraft Heinz Foods ( Etas-Unis ) , en USD, avec le code ISIN US50076QAE61, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/06/2042

L'Obligation émise par Kraft Heinz Foods ( Etas-Unis ) , en USD, avec le code ISIN US50076QAE61, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Kraft Heinz Foods ( Etas-Unis ) , en USD, avec le code ISIN US50076QAE61, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
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424B3 1 d416765d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-184314
PROSPECTUS

Exchange Offer:
New $1,000,000,000 1.625% Notes due 2015 for $1,000,000,000 1.625% Notes due 2015
New $1,000,000,000 2.250% Notes due 2017 for $1,000,000,000 2.250% Notes due 2017
New $1,034,657,000 6.125% Notes due 2018 for $1,034,657,000 6.125% Notes due 2018
New $900,000,000 5.375% Notes due 2020 for $900,000,000 5.375% Notes due 2020
New $2,000,000,000 3.500% Notes due 2022 for $2,000,000,000 3.500% Notes due 2022
New $877,860,000 6.875% Notes due 2039 for $877,860,000 6.875% Notes due 2039
New $787,483,000 6.500% Notes due 2040 for $787,483,000 6.500% Notes due 2040
New $2,000,000,000 5.000% Notes due 2042 for $2,000,000,000 5.000% Notes due 2042
The Exchange Offer will expire at 5:00 p.m., New York City time,
on January 8, 2013, unless extended.

Material Terms of the Exchange Offer:
We are offering to exchange:

· New $1,000,000,000 1.625% Notes due 2015 (CUSIP No. 50076Q AK2) that have been registered under the Securities Act of 1933, as amended (the "Securities Act") for
outstanding $1,000,000,000 1.625% Notes due 2015 (the "Outstanding 2015 Notes") (CUSIP Nos. 50076Q AH9, U5009CAD2, 50076Q AJ5).

· New $1,000,000,000 2.250% Notes due 2017 (CUSIP No. 50076Q AY2) that have been registered under the Securities Act for outstanding $1,000,000,000 2.250% Notes due
2017 (the "Outstanding 2017 Notes") (CUSIP Nos. 50076Q AA4, U5009C AA8, 50076Q AB2).

· New $1,034,657,000 6.125% Notes due 2018 (CUSIP No. 50076Q AX4) that have been registered under the Securities Act for outstanding $1,034,657,000 6.125% Notes due
2018 (the "Outstanding 2018 Notes") (CUSIP Nos. 50076Q AV8, U5009C AH3, 50076Q AW6).

· New $900,000,000 5.375% Notes due 2020 (CUSIP No. 50076Q AU0) that have been registered under the Securities Act for outstanding $900,000,000 5.375% Notes due
2020 (the "Outstanding 2020 Notes") (CUSIP Nos. 50076Q AS5, U5009C AG5, 50076Q AT3).

· New $2,000,000,000 3.500% Notes due 2022 (CUSIP No. 50076Q AZ9) that have been registered under the Securities Act for outstanding $2,000,000,000 3.500% Notes due
2022 (the "Outstanding 2022 Notes") (CUSIP Nos. 50076Q AF3, U5009C AC4, 50076Q AG1).

· New $877,860,000 6.875% Notes due 2039 (CUSIP No. 50076Q AR7) that have been registered under the Securities Act for outstanding $877,860,000 6.875% Notes due
2039 (the "Outstanding 2039 Notes") (CUSIP Nos. 50076Q AP1, U5009C AF7, 50076Q AQ9).

· New $787,483,000 6.500% Notes due 2040 (CUSIP No. 50076Q AN6) that have been registered under the Securities Act for outstanding $787,483,000 6.500% Notes due
2040 (the "Outstanding 2040 Notes") (CUSIP Nos. 50076Q AL0, U5009C AE0, 50076Q AM8).

· New $2,000,000,000 5.000% Notes due 2042 (CUSIP No. 50076Q AE6) that have been registered under the Securities Act for outstanding $2,000,000,000 5.000% Notes due
2042 (the "Outstanding 2042 Notes") (CUSIP Nos. 50076QAC0, U5009C AB6, 50076Q AD8).

· The exchange offer expires at 5:00 p.m., New York City time, on January 8, 2013, unless extended.

· Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the New Notes (as
defined below).

· You may withdraw tendered Outstanding Notes (as defined below) at any time prior to the expiration of the exchange offer.

· The exchange offer is not subject to any minimum tender condition, but is subject to customary conditions.

· The exchange of the New Notes for Outstanding Notes will not be a taxable exchange for U.S. federal income tax purposes.

· Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements
of the Securities Act, in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Outstanding Notes where such New
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Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the expiration
of the exchange offer, we will make this prospectus available to any broker-dealer for use in any such resale. See "Plan of Distribution."

· There is no existing public market for the Outstanding Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or quotation system.
In this prospectus, we refer to the (i) new $1,000,000,000 1.625% Notes due 2015 as the "New 2015 Notes," (i ) new $1,000,000,000 2.250% Notes due 2017 as the "New 2017
Notes," (iii) new $1,034,657,000 6.125% Notes due 2018 as the "New 2018 Notes," (iv) new $900,000,000 5.375% Notes due 2020 as the "New 2020 Notes," (v) new
$2,000,000,000 3.500% Notes due 2022 as the "New 2022 Notes," (vi) new $877,860,000 6.875% Notes due 2039 as the "New 2039 Notes," (vi ) new $787,483,000 6.500% Notes
due 2040 as the "New 2040 Notes," and (viii) new $2,000,000,000 5.000% Notes due 2042 as the "New 2042 Notes." We refer to these eight series of new notes col ectively as the
"New Notes." Similarly, we refer to the outstanding notes, by series, as the (i) Outstanding 2015 Notes, (i ) Outstanding 2017 Notes, (iii) Outstanding 2018 Notes, (iv) Outstanding
2020 Notes, (v) Outstanding 2022 Notes, (vi) Outstanding 2039 Notes, (vii) Outstanding 2040 Notes, and (viii) Outstanding 2042 Notes, and col ectively as the "Outstanding Notes."
See "Description of the New Notes" for more information about the New Notes.

Investing in the New Notes involves risks. See "Risk Factors" beginning on page 10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated December 7, 2012
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TABLE OF CONTENTS

Page
MARKET AND INDUSTRY DATA
iii

WHERE YOU CAN FIND MORE INFORMATION
iii

FORWARD-LOOKING STATEMENTS
iii

SUMMARY
1

RISK FACTORS
10

RATIO OF EARNINGS TO FIXED CHARGES
24

USE OF PROCEEDS
25

SELECTED HISTORICAL COMBINED FINANCIAL DATA
26

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
37

BUSINESS
72

THE EXCHANGE OFFER
82

DESCRIPTION OF THE NEW NOTES
92

MANAGEMENT
108
EXECUTIVE COMPENSATION
116
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
161
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
163
DESCRIPTION OF OTHER INDEBTEDNESS
171
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
172
PLAN OF DISTRIBUTION
173
LEGAL MATTERS
174
EXPERTS
174
INDEX TO FINANCIAL STATEMENTS
F-1
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or representations. This prospectus does not offer to sell or ask for
offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers
to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to
any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.
This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any
jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of
such jurisdiction.
We have filed with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 with respect to the
New Notes. This prospectus, which forms part of the registration statement, does not contain all the information included in the
registration statement, including its exhibits and schedules. For further information about us and the notes described in this prospectus,
you should refer to the registration statement and its exhibits and schedules. Statements we make in this prospectus about certain
contracts or other documents are not necessarily complete. When we make such statements, we refer you to the copies of the contracts
or

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documents that are filed as exhibits to the registration statement, because those statements are qualified in all respects by reference to
those exhibits. The registration statement, including the exhibits and schedules, is available at the SEC's website at www.sec.gov.
You may also obtain this information without charge by writing or telephoning us at the following address and telephone number:
Kraft Foods Group, Inc.
Three Lakes Drive
Northfield, IL 60093
Attention: Investor Relations
Phone: (847) 646-2000
In order to ensure timely delivery, you must request the information no later than December 31, 2012, which is five business
days before the expiration of the exchange offer.

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MARKET AND INDUSTRY DATA
We obtained the market and competitive position data used in this registration statement from our own research, surveys or
studies conducted by third parties and industry or general publications.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and,
in accordance with these requirements, we file reports and other information relating to our business, financial condition and other
matters with the SEC. We are required to disclose in such reports certain information, as of particular dates, concerning our operating
results and financial condition, officers and directors, principal holders of securities, any material interests of such persons in
transactions with us and other matters. Our filed reports, proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549.
The SEC also maintains a website that contains reports and other information regarding registrants like us that file electronically
with the SEC. The address of this site is: www.sec.gov.
Our Internet website is www.kraftfoodsgroup.com. We make available free of charge on our website our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 and amendments to
those reports as soon as reasonably practicable after we electronically file or furnish these materials to the SEC. In addition, we have
posted the charters for our Audit Committee, Compensation Committee and Governance Committee, as well as our Corporate
Governance Guidelines and Code of Business Conduct and Ethics for Non-Employee Directors, under the heading "Corporate
Governance" in the Investor Relations section of our website.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements." Words such as "anticipates," "estimates," "expects," "projects,"
"forecasts," "intends," "plans," "continues," "believes," "may," "will," "goals" and variations of such words and similar expressions
are intended to identify our forward-looking statements. Examples of forward-looking statements include, but are not limited to,
statements, beliefs and expectations regarding the Spin-Off (as defined below) and our business strategies, market potential, future
financial performance, dividends, the impact of new accounting standards, costs incurred in connection with the Spin-Off, the
Restructuring Program (as described below in "Unaudited Pro Forma Combined Financial Statements"), unrealized losses on hedging
activities, results of pending legal matters, our goodwill and other intangible assets, price volatility and cost environment, our
liquidity, our funding sources, expected pension contributions, capital expenditures and funding, our financial covenants, repayments
of debt, off-balance sheet arrangements and contractual obligations, our accounting policies, general views about future operating
results and other events or developments that we expect or anticipate will occur in the future. These forward-looking statements are
subject to a number of important factors, including those factors discussed in detail under "Risk Factors" in this prospectus, that could
cause our actual results to differ materially from those indicated in any such forward-looking statements. These factors include, but
are not limited to, increased competition; our ability to differentiate our products from retailer and economy brands; our ability to
maintain our reputation and brand image; increasing consolidation of retail customers; changes in relationships with our significant
customers and suppliers; continued volatility of, and sharp increases in, commodity and other input costs; pricing actions; increased
costs of sales; regulatory or legal changes, restrictions or actions; unanticipated expenses such as litigation or legal settlement
expenses; product recalls and product liability claims; unanticipated business disruptions; unexpected safety or manufacturing issues;
our ability to predict, identify and interpret changes in consumer preferences and demand; a shift in our product mix to lower margin
offerings; our ability to complete

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proposed divestitures or acquisitions; our ability to realize the expected benefits of acquisitions if they are completed; our
indebtedness and our ability to pay our indebtedness; disruptions in our information technology networks and systems; our inability to
protect our intellectual property rights; continued consumer weakness; weakness in economic conditions; tax law changes; the
qualification of the Contribution, Internal Distribution or Distribution (each as defined below) for non-recognition treatment for U.S.
federal income tax purposes (as well as any related indemnification obligation to Mondelz International, Inc. ("Mondelz
International") in case such transactions do not so qualify); the qualification of the Canadian aspects of the Internal Reorganization (as
defined below) for tax-deferred treatment for Canadian federal and provincial income tax purposes; our ability to achieve the benefits
we expect to achieve from the Spin-Off and to do so in a timely and cost-effective manner; our lack of operating history as an
independent, publicly traded company; future competition from Mondelz International; potential conflicts of interest for certain of
our directors and officers due to their equity ownership of or former service to Mondelz International; and the incurrence of
substantial indebtedness in connection with the Spin-Off and any potential related reductions in spending on our business activities.
We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this prospectus, except as
required by applicable law or regulation.

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SUMMARY
This summary highlights selected information from this prospectus and provides an overview of our company, our separation
from Mondelz International and Mondelz International's distribution of our common stock to Mondelz International's
shareholders. For a more complete understanding of our business and the Spin-Off, you should read the entire prospectus
carefully, particularly the discussion set forth under "Risk Factors" in this prospectus, and our audited and unaudited condensed
historical combined financial statements and unaudited pro forma combined financial statements and the notes to those statements
appearing elsewhere in this prospectus.
Unless otherwise indicated, references in this prospectus to fiscal years are to our fiscal years ended December 31.
In this prospectus, unless the context otherwise requires:

· "Kraft Foods Group," "we," "our," "us" and the "issuer" refer to Kraft Foods Group, Inc. and its combined

subsidiaries, and

· "Mondelz International" refers to Mondelz International, Inc. (formerly known as Kraft Foods Inc.) and its

consolidated subsidiaries.
Our Company
We are one of the largest consumer packaged food and beverage companies in North America and one of the largest
worldwide among publicly traded consumer packaged food and beverage companies, based on our 2011 combined net revenues
of $18.7 billion. We manufacture and market food and beverage products, including refrigerated meals, refreshment beverages
and coffee, cheese and other grocery products, primarily in the United States and Canada, under a host of iconic brands. Our
product categories span breakfast, lunch and dinner meal occasions, both at home and in foodservice locations.
Our diverse brand portfolio consists of many of the most popular food brands in North America, including three brands with
annual net revenues exceeding $1 billion each--Kraft cheeses, dinners and dressings; Oscar Mayer meats; and Maxwell House
coffees--plus over 20 brands with annual net revenues of between $100 million and $1 billion each. In the United States, based
on dollar share in 2011, we hold the number one branded share position in a majority of our 50 product categories, as well as in
18 of our top 20 product categories. These 18 product categories contributed approximately 75% of our 2011 U.S. retail net
revenues. We hold the number two branded share position in the other two product categories.
We believe our competitive strengths include our:

· superior brand portfolio,

· significant scale in North America,

· diverse category profile,

· reputation for high quality products,

· strong innovation culture and pipeline,

· deep consumer knowledge,

· long-standing relationships with major retailers, and

· experienced management team.

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As a result of these strengths, combined with our ongoing focus on productivity and operating efficiency, we believe we
have achieved category-leading profit margins in almost all of our key product categories. Our business has generated significant
cash flow, which we believe will enable us to continue to invest in the development and continual rejuvenation of our brands and
return value to our shareholders. Our goal as an independent public company is to deliver superior operating income, strong cash
flows and a highly competitive dividend payout while driving revenue growth in our key product categories. To achieve this goal,
we intend to build on our leading market positions, remain sharply focused on cost structure and superior execution and invest in
employee and organization excellence.
Separation from Mondelz International Inc. and Related Transactions
On August 4, 2011, Mondelz International announced plans to create two independent public companies: the Global Snacks
Business and the North American Grocery Business. On October 1, 2012, we and Mondelz International effected the Spin-Off to
complete this plan. To effect this separation, Mondelz International distributed all of Kraft Foods Group's common stock to
Mondelz International's shareholders on October 1, 2012. Kraft Foods Group, holding the North American Grocery Business, is
now an independent, publicly traded company.
Prior to Mondelz International's distribution of the shares of our common stock to its shareholders, Mondelz International
undertook a series of internal transactions, following which:

(i) Mondelz International now holds:

(a)
its U.S. and Canadian snacks and confectionery business, including the related foodservice operations, but

excluding the Planters and Corn Nuts businesses, which we refer to collectively as the "Snacks Business
Lines," and

(b)
all of its businesses conducted outside of the United States and Canada, except for the North American Grocery

Export Business described below (we refer to these businesses and the Snacks Business Lines collectively as
the "Global Snacks Business"), and

(ii) we now hold:

(a)
Mondelz International's former U.S. and Canadian grocery, beverages, cheese, refrigerated meals, Planters and
Corn Nuts businesses, including the related foodservice operations and the grocery business operations in

Puerto Rico (excluding the powdered and liquid concentrate beverages businesses in Puerto Rico), which we
refer to collectively as the "Grocery Business Lines," and

(b)
Mondelz International's former export operations related to the Grocery Business Lines in the United States and
Canada, except for the Philadelphia cream cheese and certain powdered and liquid concentrate beverage
businesses in a number of jurisdictions and the businesses related to certain branded products that Mondelz

International will market and sell in a limited number of countries outside of the United States and Canada (we
refer to these export operations collectively as the "North American Grocery Export Business" and to the
Grocery Business Lines and the North American Grocery Export Business collectively as the "North American
Grocery Business").
The Snacks Business Lines' products are generally consistent with those types of products sold by the businesses conducted
within Mondelz International's U.S. Snacks segment, excluding the Planters and Corn Nuts businesses, as reported in Mondelz
International's annual report on Form 10-K for the year ended December 31, 2011, or "Mondelz International's Form 10-K."
The Grocery Business Lines' products are generally consistent with those types of products sold by (i) the businesses conducted
within Mondelz

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International's U.S. Beverages, U.S. Cheese, U.S. Convenient Meals and U.S. Grocery segments, in each case, as reported in
Mondelz International's Form 10-K, and (ii) the Planters and Corn Nuts businesses. In addition, certain specified net liabilities
were allocated between Mondelz International and us as described under "Certain Relationships and Related Party Transactions
--Agreements with Mondelz International--Separation and Distribution Agreement."
On September 27, 2012, we entered into a Separation and Distribution Agreement with Mondelz International (the
"Separation and Distribution Agreement") and several other agreements with Mondelz International related to the Spin-Off.
These agreements govern the relationship between Mondelz International and us prior to and after completion of the Spin-Off
and allocate between Mondelz International and us various assets, liabilities and obligations, including employee benefits,
intellectual property and tax-related assets and liabilities. See "Certain Relationships and Related Party Transactions
--Agreements with Mondelz International" for more detail.
To complete the Spin-Off, Mondelz International, following the Internal Reorganization, distributed to its shareholders all
of the shares of our common stock. The Distribution occurred on October 1, 2012. Each holder of Mondelz International
common stock received one share of our common stock for every three shares of Mondelz International common stock it held on
September 19, 2012 (the "Record Date"). Each holder of Mondelz International common stock continued to hold its shares in
Mondelz International.
We refer to:

· the series of internal transactions described under "Certain Relationships and Related Party Transactions--Agreements

with Mondelz International--Separation and Distribution Agreement" that resulted in this division of businesses as
the "Internal Reorganization,"

· Mondelz International's distribution of the shares of our common stock to its shareholders as the "Distribution" and

October 1, 2012, the date on which the Distribution took place, as the "Distribution Date," and

· the Internal Reorganization and the Distribution collectively as the "Spin-Off," which was consummated on October 1,

2012. Coincident with the Spin-Off, Kraft Foods Inc. changed its name to Mondelz International, Inc.
On October 29, 2012, our Board of Directors approved a $650 million restructuring program consisting of restructuring
costs, implementation costs and Spin-Off transition costs ("Restructuring Program"). Approximately one-half of the total
Restructuring Program costs are expected to result in cash expenditures. The Restructuring Program is part of, and its costs are
consistent with, a restructuring program previously announced by Mondelz International prior to the Spin-Off. The primary
objective of the Restructuring Program activities is to ensure that we are set up to operate efficiently and execute our business
strategy as a stand-alone company. We expect to complete the program by the end of 2014. See "Management's Discussion and
Analysis--Overview--Basis of Presentation" for more detail.
We were initially organized as a Delaware corporation in 1980. In March 2012, we redomesticated to Virginia and changed
our name from "Kraft Foods Global, Inc." to "Kraft Foods Group, Inc." Our principal executive offices are located at Three
Lakes Drive, Northfield, IL 60093. Our telephone number is (847) 646-2000.

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The Exchange Offer
A brief description of the material terms of the exchange offer follows. We are offering to exchange the New Notes for the
Outstanding Notes. The terms of the New Notes offered in the exchange offer are substantially identical to the terms of the
Outstanding Notes, except that the New Notes will be registered under the Securities Act and certain transfer restrictions,
registration rights and additional interest provisions relating to the Outstanding Notes do not apply to the New Notes. For a more
complete description, see "Description of the New Notes."

Issuer
Kraft Foods Group, Inc.

New Notes offered
New $1,000,000,000 1.625% Notes due 2015
New $1,000,000,000 2.250% Notes due 2017
New $1,034,657,000 6.125% Notes due 2018
New $900,000,000 5.375% Notes due 2020
New $2,000,000,000 3.500% Notes due 2022
New $877,860,000 6.875% Notes due 2039
New $787,483,000 6.500% Notes due 2040
New $2,000,000,000 5.000% Notes due 2042

Outstanding Notes
$1,000,000,000 1.625% Notes due 2015
$1,000,000,000 2.250% Notes due 2017
$1,034,657,000 6.125% Notes due 2018
$900,000,000 5.375% Notes due 2020
$2,000,000,000 3.500% Notes due 2022
$877,860,000 6.875% Notes due 2039
$787,483,000 6.500% Notes due 2040
$2,000,000,000 5.000% Notes due 2042

The exchange offer
We are offering to issue registered New Notes in exchange for a like principal
amount and like denomination of our Outstanding Notes of the same series. We
are offering to issue these registered New Notes to satisfy our obligations under
(i) a registration rights agreement that we entered into with the initial purchasers
of the Outstanding 2015 Notes, Outstanding 2017 Notes, Outstanding 2022
Notes and Outstanding 2042 Notes and (ii) a registration rights agreement that
we entered into with the dealer managers for the Outstanding 2018 Notes,
Outstanding 2020 Notes, Outstanding 2039 Notes and Outstanding 2040 Notes,
in each case, when we sold or offered to exchange, as applicable, the
Outstanding Notes in transactions that were exempt from the registration
requirements of the Securities Act. You may tender your Outstanding Notes for
exchange by following the procedures described in the section entitled "The
Exchange Offer" elsewhere in this prospectus.

Tenders; expiration date; withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on January 8,
2013, which is 21 business days after the exchange offer is commenced, unless
we extend it. If you decide to exchange your Outstanding Notes for New Notes,
you must acknowledge that you are not engaging in, and do not intend to engage
in, a distribution

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