Filed Pursuant to Rule 433
Registration Statement No. 333-159366
Pricing Term Sheet
September 8, 2010
FRN due September 13, 2012
|Format:||SEC Registered Global|
|Anticipated Security Ratings:||A2 (Moodys Investors Service) / A (Standard & Poors) / A+ (Fitch Ratings)|
|Trade Date:||September 8, 2010|
|Settlement Date:||September 13, 2010|
|Maturity Date:||September 13, 2012|
|Aggregate Principal Amount Offered:||$800,000,000|
|Coupon:||3-month USD LIBOR+12.5 basis points|
|Price to Public (Issue Price):||100%|
|Benchmark:||3-month USD LIBOR|
|Spread to Benchmark:||+12.5 basis points|
|Re-offer Yield:||3-month USD LIBOR+12.5 basis points|
|Interest Payment and Reset Dates:||Quarterly on the 13th of March, June, September and December of each year, beginning on December 13, 2010|
|Method of Calculation:||Actual/360|
|Optional Redemption:||May not be redeemed before maturity|
|Denominations:||$2,000 × $1,000|
|Joint Bookrunners:|| |
Barclays Capital Inc.
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Banc of America Securities LLC
BNP Paribas Securities Corp.
Goldman, Sachs & Co.
HSBC Securities (USA) Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The Issuer has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (1) Barclays Capital Inc. at 1-888-603-5847, (2) Citigroup Global Markets Inc. at 877-858-5407, or (3) J.P. Morgan Securities LLC at 212-834-4533.