Filed Pursuant to Rule 433
Registration No. 333- 258239
Issuer Free Writing Prospectus dated May 5, 2022
Relating to Preliminary Prospectus Supplement dated May 5, 2022
$500,000,000 4.250% NOTES DUE 2032
$1,000,000,000 4.500% NOTES DUE 2052
PRICING TERM SHEET
May 5, 2022
|2032 NOTES||2052 NOTES|
|Security Description:||4.250% Notes due 2032||4.500% Notes due 2052|
|Maturity Date:||May 20, 2032||May 20, 2052|
|Benchmark Treasury:||1.875% due February 15, 2032||1.875% due November 15, 2051|
|Benchmark Treasury Price and Yield:||89-29; 3.078%||75-01+; 3.185%|
|Spread to Benchmark Treasury:||+120 bps||+145 bps|
|Yield to Maturity:||4.278%||4.635%|
|Interest Payment Dates:||Semi-annually on May 20 and November 20, commencing on November 20, 2022||Semi-annually on May 20 and November 20, commencing on November 20, 2022|
|Initial Price to Public:||99.772%||97.821%|
|Gross Proceeds to the Issuer:||$498,860,000||$978,210,000|
|Optional Redemption Provisions:||
Prior to February 20, 2032 (three months prior to the maturity date), callable at the greater of (a) the make-whole price of T+20 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date
Callable at par on or after February 20, 2032
Prior to November 20, 2051 (six months prior to the maturity date), callable at the greater of (a) the make-whole price of T+25 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date
Callable at par on or after November 20, 2051
|Day Count Convention:||30/360||30/360|
|CUSIP / ISIN:||747525 BQ5 / US747525BQ50||747525 BR3 / US747525BR34|
A2 (Stable) / A (Stable) (Moody’s / S&P)
May 5, 2022
May 9, 2022 (T+2)
$2,000 and integral multiples of $1,000 in excess thereof
|Joint Book-Running Managers:||
BofA Securities, Inc.
J.P. Morgan Securities LLC
Barclays Capital Inc.
|Co-Managers:||Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
Academy Securities, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., 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.
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