Filed Pursuant to Rule 433
Registration Statement Nos. 333-242506 and 333-242506-01
August 10, 2020
Filing Note: These amended final term sheets are being filed solely to reflect the correct CUSIP numbers and ISINs for the 1.018% Notes Due 2027 and Floating Rate Notes Due 2023. No other changes have been made to the original versions of the final term sheets.
Final Term Sheet
Chevron U.S.A. Inc.
0.333% Notes Due 2022
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $400,000,000 | |
| Maturity Date: | August 12, 2022 | |
| Coupon: | 0.333% | |
| Interest Payment Dates: | August 12 and February 12 of each year, commencing February 12, 2021 | |
| Benchmark Treasury: | 0.125% due July 31, 2022 | |
| Benchmark Treasury Yield: | 0.133% | |
| Spread to Benchmark Treasury: | +20 bps | |
| Yield to Maturity: | 0.333% | |
| Price to Public: | Per Note: 100.000%; Total: $400,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$399,560,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 5 bps | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AF3 / US166756AF32 | |
| Concurrent Debt Offerings: | The issuer is also offering $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, $750,000,000 of its 1.018% Notes Due 2027, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,592,627,500 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: |
Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
0.426% Notes Due 2023
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $500,000,000 | |
| Maturity Date: | August 11, 2023 | |
| Coupon: | 0.426% | |
| Interest Payment Dates: | August 11 and February 11 of each year, commencing February 11, 2021 | |
| Benchmark Treasury: | 0.125% due July 15, 2023 | |
| Benchmark Treasury Yield: | 0.146% | |
| Spread to Benchmark Treasury: | +28 bps | |
| Yield to Maturity: | 0.426% | |
| Price to Public: | Per Note: 100.000%; Total: $500,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$499,300,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 5 bps | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AJ5 / US166756AJ53 | |
| Concurrent Debt Offerings: | The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, $750,000,000 of its 1.018% Notes Due 2027, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,492,887,500 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: |
Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
0.687% Notes Due 2025
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $750,000,000 | |
| Maturity Date: | August 12, 2025 | |
| Coupon: | 0.687% | |
| Interest Payment Dates: | August 12 and February 12 of each year, commencing February 12, 2021 | |
| Benchmark Treasury: | 0.250% due July 31, 2025 | |
| Benchmark Treasury Yield: | 0.237% | |
| Spread to Benchmark Treasury: | +45 bps | |
| Yield to Maturity: | 0.687% | |
| Price to Public: | Per Note: 100.000%; Total: $750,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$748,875,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 10 bps
Par call: on or after July 12, 2025 | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AE6 / US166756AE66 | |
| Concurrent Debt Offerings: | The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 1.018% Notes Due 2027, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,243,312,500 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: | Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC | |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
1.018% Notes Due 2027
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $750,000,000 | |
| Maturity Date: | August 12, 2027 | |
| Coupon: | 1.018% | |
| Interest Payment Dates: | August 12 and February 12 of each year, commencing February 12, 2021 | |
| Benchmark Treasury: | 0.375% due July 31, 2027 | |
| Benchmark Treasury Yield: | 0.418% | |
| Spread to Benchmark Treasury: | +60 bps | |
| Yield to Maturity: | 1.018% | |
| Price to Public: | Per Note: 100.000%; Total: $750,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$748,725,000 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 10 bps
Par call: on or after June 12, 2027 | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AL0 / US166756AL00 | |
| Concurrent Debt Offerings: | The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,243,462,500 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: | Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC | |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
2.343% Notes Due 2050
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $750,000,000 | |
| Maturity Date: | August 12, 2050 | |
| Coupon: | 2.343% | |
| Interest Payment Dates: | August 12 and February 12 of each year, commencing February 12, 2021 | |
| Benchmark Treasury: | 2.000% due February 15, 2050 | |
| Benchmark Treasury Yield: | 1.243% | |
| Spread to Benchmark Treasury: | +110 bps | |
| Yield to Maturity: | 2.343% | |
| Price to Public: | Per Note: 100.000%; Total: $750,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$746,812,500 | |
| Optional Redemption: | Make-whole call: At the Adjusted Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 20 bps
Par call: on or after February 12, 2050 | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AH9 / US166756AH97 | |
| Concurrent Debt Offerings: | The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, and $750,000,000 of its 1.018% Notes Due 2027, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,245,375,000 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: | Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC | |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
Floating Rate Notes Due 2022
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: | Chevron U.S.A. Inc. | |
| Guarantor: | Chevron Corporation | |
| Aggregate Principal Amount Offered: | $350,000,000 | |
| Maturity Date: | August 12, 2022 | |
| Interest Payment Dates: | February 12, May 12, August 12, and November 12 of each year, commencing November 12, 2020 | |
| Initial Interest Rate: | Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 11 bps | |
| Interest Reset Periods: | Quarterly | |
| Interest Rate Determination: | Three-month LIBOR plus 11 bps, subject to the provisions set forth under “Description of the Notes—Interest—Floating Rate Notes” in the prospectus supplement for the notes, determined as of two London Business Days on the applicable interest determination date | |
| Interest Determination Date: | Two London Business Days prior to the first day of the related interest period | |
| London Business Day: | With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Deutsche Bank Trust Company Americas, or its successor appointed by the Company | |
| Price to Public: | Per Note: 100.000%; Total: $350,000,000 | |
| Aggregate Net Proceeds (Before Expenses): |
$349,615,000 | |
| Redemption: | The Floating Rate Notes Due 2022 shall not be redeemable prior to their maturity | |
| Trade Date: | August 10, 2020 | |
| Settlement Date: | August 12, 2020 (T+2) | |
| CUSIP / ISIN: | 166756AG1 / US166756AG15 | |
| Concurrent Debt Offerings: | The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $500,000,000 of its Floating Rate Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, $750,000,000 of its 1.018% Notes Due 2027, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,642,572,500 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: | Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC | |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.
Final Term Sheet
Chevron U.S.A. Inc.
Floating Rate Notes Due 2023
Fully and unconditionally guaranteed by Chevron Corporation
Dated August 10, 2020
| Issuer: |
Chevron U.S.A. Inc. | |
| Guarantor: |
Chevron Corporation | |
| Aggregate Principal Amount Offered: |
$500,000,000 | |
| Maturity Date: |
August 11, 2023 | |
| Interest Payment Dates: |
February 11, May 11, August 11, and November 11 of each year, commencing November 11, 2020 | |
| Initial Interest Rate: |
Three-month LIBOR, determined as of two London Business Days prior to the original issue plus 20 bps | |
| Interest Reset Periods: |
Quarterly | |
| Interest Rate Determination: |
Three-month LIBOR plus 20 bps, subject to the provisions set forth under “Description of the Notes—Interest—Floating Rate Notes” in the prospectus supplement for the notes, determined as of two London Business Days on the applicable interest determination date | |
| Interest Determination Date: |
Two London Business Days prior to the first day of the related interest period | |
| London Business Day: |
With respect to the notes, a “London Business Day” is any day on which dealings in United States dollars are transacted on the London interbank market | |
| Day Count Convention: |
Actual/360 | |
| Calculation Agent: |
Deutsche Bank Trust Company Americas, or its successor appointed by the Company | |
| Price to Public: |
Per Note: 100.000%; Total: $500,000,000 | |
| Aggregate Net Proceeds |
$499,300,000 | |
| Redemption: |
The Floating Rate Notes Due 2023 shall not be redeemable prior to their maturity | |
| Trade Date: |
August 10, 2020 | |
| Settlement Date: |
August 12, 2020 (T+2) | |
| CUSIP / ISIN: |
166756AK2 / US166756AK27 | |
| Concurrent Debt Offerings: |
The issuer is also offering $400,000,000 of its 0.333% Notes Due 2022, $350,000,000 of its Floating Rate Notes Due 2022, $500,000,000 of its 0.426% Notes Due 2023, $750,000,000 of its 0.687% Notes Due 2025, $750,000,000 of its 1.018% Notes Due 2027, and $750,000,000 of its 2.343% Notes Due 2050, for total additional net proceeds (before expenses) for such concurrent debt offerings of $3,492,887,500 | |
| Joint Book-Running Managers: |
Citigroup Global Markets Inc. Barclays Capital Inc. J.P. Morgan Securities LLC BofA Securities, Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. SG Americas Securities, LLC | |
| Co-Managers: |
Goldman Sachs & Co. LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Deutsche Bank Securities Inc. Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank ANZ Securities, Inc. BBVA Securities Inc. Credit Suisse Securities (USA) LLC Intesa Sanpaolo S.p.A. Loop Capital Markets LLC Morgan Stanley & Co. LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Standard Bank of South Africa Limited UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC | |
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering in the United States to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering in the United States. 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 this offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Barclays Capital Inc. toll-free at 1-888-603-5847; and J.P. Morgan Securities LLC collect at 1-212-834-4533.