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thholding taxes may apply to certain types of payments made to "foreign financial institutions" (as specially defined in the Code) and certain other non-United States entities. Specifically, a 30% withholding tax may be imposed on dividends on, and gross proceeds from the sale or other disposition of, depositary s
e appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least S50 million. Reports The depositary will forward to the holders of ow depositary shares all r
applicable to the debt securities of any series not described in this prospectus will be specified in the applicable prospectus supplement. Merger, Consolidation, and Transfer of Assets The Indenture provides that we may not, in any transaction or series of related transactions, consolidate or amalgamate wit
e term "U.S. holder" means a beneficial owner of a Note that is: • an individual who is a citizen of the United States or who is a resident alien of the United States for U.S. federal income tax purposes; S-23 EFTA00690313 • a corporation or other entity taxable for U.S. federal income tax purposes as a corpora
the Trustee a certificate as to whether or not we are in compliance with all the conditions and covenants under the Indentures. 15 EFTA00690336 Consolidation, Merger and Sale The Indentures do not contain any covenant that restricts our ability to merge or consolidate with or into any other corporation,
ension fund" is any trust, corporation, or other organization or arrangement (A) which is created or organized under the law of a country other than the United States, (B) which is established to provide retirement or pension benefits to participants or beneficiaries that are S-16 EFTA00595864 current or former
ustment to the conversion or exchange price; and provisions affecting conversion or exchange in the event of our redemption of the debt securities. Consolidation, Merger or Sale Unless othenvise indicated in the applicable prospectus supplement, we will not be permitted to consolidate or merge with or into,
Entities connected to both United States and Consolidation

Julie K. Brown
PERSON
Virginia Giuffre
PERSON
Michigan
LOCATIONthe District of Columbia
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
North Carolina
LOCATION
Morgan Stanley
ORGANIZATIONthe City of New York
LOCATIONthe Federal Reserve System
ORGANIZATIONRegistrar
ORGANIZATION
BofA Merrill Lynch
ORGANIZATIONMorgan Stanley & Co. LLC
ORGANIZATIONUBS Investment Bank
ORGANIZATIONthe New York Banking Law
ORGANIZATIONForm S-3
ORGANIZATIONSidley Austin LLP
ORGANIZATIONJoint Book-Running Managers
ORGANIZATIONDepositary
ORGANIZATIONProspectus
ORGANIZATIONBook-Entry Debt Securities
ORGANIZATION