Filed Pursuant to Rule 433
Registration No. 333- 258239
Issuer Free Writing Prospectus dated November 7, 2022
Relating to Preliminary Prospectus Supplement dated November 7, 2022
$700,000,000 5.400% NOTES DUE 2033
$1,200,000,000 6.000% NOTES DUE 2053
PRICING TERM SHEET
November 7, 2022
|2033 NOTES||2053 NOTES|
|Security Description:||5.400% Notes due 2033||6.000% Notes due 2053|
|Maturity Date:||May 20, 2033||May 20, 2053|
|Benchmark Treasury:||2.750% due August 15, 2032||2.875% due May 15, 2052|
|Benchmark Treasury Price and Yield:||88-13+; 4.207%||75-19; 4.351%|
|Spread to Benchmark Treasury:||+120 bps||+170 bps|
|Yield to Maturity:||5.407%||6.051%|
|Interest Payment Dates:||Semi-annually on May 20 and November 20, commencing on May 20, 2023||Semi-annually on May 20 and November 20, commencing on May 20, 2023|
|Initial Price to Public:||99.942%||99.291%|
|Gross Proceeds to the Issuer:||$699,594,000||$1,191,492,000|
|Optional Redemption Provisions:||
Prior to February 20, 2033 (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, 2033
Prior to November 20, 2052 (six months prior to the maturity date), callable at the greater of (a) the make-whole price of T+30 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, 2052
|Day Count Convention:||30/360||30/360|
|CUSIP / ISIN:||747525 BS1 / US747525BS17||747525 BT9 / US747525BT99|
A2 (Stable) / A (Stable) (Moody’s / S&P)
November 7, 2022
November 9, 2022 (T+2)
$2,000 and integral multiples of $1,000 in excess thereof
|Joint Book-Running Managers:||
Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
Loop Capital Markets LLC
SMBC Nikko Securities America, Inc.
U.S. Bancorp Investments, Inc.
Academy Securities, Inc.
Great Pacific Securities
Penserra 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.
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