Filed Pursuant to Rule 433
Registration No. 333-179542
October 17, 2012
Pricing Term Sheet
4.200% Senior Notes due 2022
This term sheet to the preliminary prospectus supplement dated October 17, 2012, should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The information in this term sheet supersedes the information contained in the preliminary prospectus supplement to the extent that it is inconsistent therewith. Terms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement.
|Security:||4.200% Senior Notes due 2022|
|Trade Date:||October 17, 2012|
|Settlement Date:||October 22, 2012|
|CUSIP Number:||690742 AD3|
|Expected Ratings:||Ba1 / BBB- / BBB-|
|Maturity:||December 15, 2022|
|Public Offering Price:||99.910%|
|Yield to Maturity:||4.210%|
|Benchmark Treasury:||1.625% due August 15, 2022|
|Benchmark Treasury Price:||98-11|
|Benchmark Treasury Yield:||1.810%|
|Spread to Benchmark Treasury:||240 basis points|
|Interest payment dates:||June 15 and December 15, commencing June 15, 2013|
|Optional Redemption:||Prior to September 15, 2022 (three months prior to their maturity), greater of par and a make whole at Treasury plus 35 basis points, plus accrued and unpaid interest to the date of redemption. On or after September 15, 2022 (three months prior to their maturity), par plus accrued and unpaid interest to the date of redemption.|
|Joint Book-Running Managers:|| |
Merrill Lynch, Pierce, Fenner & Smith
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
|Senior Co-Managers:|| |
Deutsche Bank Securities Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Credit Agricole Securities (USA) Inc.
Fifth Third Securities, Inc.
HSBC Securities (USA) Inc.
PNC Capital Markets LLC Scotia Capital (USA) Inc.
U.S. Bancorp Investments, Inc.
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 SEC 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 SEC 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322 or email@example.com, Citigroup Global Markets Inc. toll free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533, or Wells Fargo Securities LLC toll free at 1-800-326-5897 or firstname.lastname@example.org.