Holders of the Notes who validly tendered and did not validly withdraw the Notes at or prior to the Early Tender Time and whose Notes are purchased pursuant to the Offers will receive the “Total Consideration” (listed in the table below), which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for purchase (the “Early Tender Premium”). Holders of the Notes who validly tender after the Early Tender Time but at or prior to the Expiration Time and whose Notes are purchased pursuant to the Offers subject to proration as provided in the Offer to Purchase, as applicable, will receive the “Tender Offer Consideration” (listed in the table below) which is equal to the Total Consideration minus the Early Tender Premium. In addition, in each case holders will receive accrued and unpaid interest on their Notes up to, but excluding, the applicable settlement date.
| Title of Security/
|Outstanding Principal Amount||Maximum Series Tender Cap||Reference U.S. Treasury Security||Reference Yield||Fixed Spread (Basis Points)||
Tender Offer Consideration
|Early Tender Premium (1)||Total Consideration|
| 4.875% Medium-Term
Notes due 2014
(CUSIP No. 72447WAU3)
|$450,000,000||$200,000,000||0.250% due January 31, 2015||0.252%||40||$1,029.80||$30||$1,059.80|
|5.000% Notes due 2015 (CUSIP No. 724479AG5)||$400,000,000||$140,000,000||0.250% due January 31, 2015||0.252%||125||$1,038.95||$30||$1,068.95|
| 4.750% Medium-Term
Notes due 2016
(CUSIP No. 72447XAA5)
|$500,000,000||$130,000,000||0.375% due February 15, 2016||0.402%||200||$1,034.09||$30||$1,064.09|
(1) Per $1,000 principal amount of Notes.
The settlement for the Notes accepted by the Company in connection with the Early Tender Time is currently expected to take place today on March 12, 2013 (the “Early Settlement Date”). The Notes tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law.
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