CUSIP Nos. | | | Series of notes to be exchanged (the “outstanding notes”) | | | Aggregate Principal Amount | | | Series of notes to be issued (the “exchange notes”) |
40434L AD7 / U44259 BZ8 | | | 1.450% Notes due 2026 | | | $1,000,000,000 | | | 1.450% Notes due 2026 |
40434L AG0 / U44259 CA2 | | | 2.650% Notes due 2031 | | | $1,000,000,000 | | | 2.650% Notes due 2031 |
• | The terms of the registered exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the outstanding notes will not apply to the exchange notes. |
• | We are offering the exchange notes pursuant to the registration rights agreement that we entered into in connection with the issuance of the outstanding notes. |
• | The 2026 exchange notes will bear interest at an annual rate of 1.450% and the 2031 exchange notes will bear interest at an annual rate of 2.650%, in each case, payable semi-annually in arrears on June 17 and December 17 of each year. |
• | THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 20, 2022, 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• | Upon expiration of the exchange offer, all outstanding notes that are validly tendered and not withdrawn will be exchanged for an equal principal amount of the exchange notes. |
• | You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer. |
• | The exchange offer is not subject to any minimum aggregate tender condition, but is subject to customary conditions. You may tender outstanding notes for exchange notes in whole or in part in any integral multiple of $1,000, subject to a minimum exchange of $2,000. |
• | The exchange of the exchange notes for outstanding notes is not expected to be a taxable exchange for U.S. federal income tax purposes. |
• | Each broker-dealer that receives exchange notes for its own account in 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 exchange 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 exchange notes received in exchange for outstanding notes where such outstanding 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 exchange notes. We do not intend to list the exchange notes on any securities exchange. |