Obligation Bristol Myers Squibb 1.6% ( US110122BA56 ) en USD

Bristol Myers Squibb

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US110122BA56 ( en USD )

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27/02/2019 - Obligation échue

Prospectus brochure de l'obligation Bristol Myers Squibb US110122BA56 en USD 1.6%, échue

2 000 USD

750 000 000 USD

110122BA5

N/A

L'Obligation émise par Bristol Myers Squibb ( Etas-Unis ) , en USD, avec le code ISIN US110122BA56, paye un coupon de 1.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/02/2019

424B5 1 s001550x4_424b5.htm 424B5
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-206991
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering Price
Aggregate
Registration
Securities to be Registered
Registered
Per Share
Offering Price
Fee(1)
1.600% Notes due 2019

750,000,000

99.920% $
749,400,000 $
86,855.46
3.250% Notes due 2027

750,000,000

99.392% $
745,440,000 $
86,396.50
Total

$
173,251.96
(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
(to Prospectus dated September 17, 2015)
$1,500,000,000

$750,000,000 1.600% Notes due 2019
$750,000,000 3.250% Notes due 2027
We are offering $750,000,000 aggregate principal amount of 1.600% Notes due 2019 (the "2019 Notes") and $750,000,000
aggregate principal amount of 3.250% Notes due 2027 (the "2027 Notes" and, together with the 2019 Notes, the "Notes"). Interest on
the Notes is payable on February 27 and August 27 of each year, beginning on August 27, 2017. The 2019 Notes and the 2027 Notes
will mature on February 27, 2019 and February 27, 2027, respectively. We have the option to redeem all or a portion of the 2019
Notes and the 2027 Notes at any time prior to maturity at the applicable redemption price as described in this prospectus supplement
under the heading "Description of Notes--Optional Redemption of the Notes."
The Notes will be our unsubordinated unsecured obligations and will rank equally with all of our other existing and future
unsubordinated unsecured indebtedness.
We do not intend to apply to list the Notes on any securities exchange or include them in any automated quotation system.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has
approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
Per 2019
Per 2027

Note
Total
Note
Total
Public offering price(1)
99.920% $
749,400,000
99.392% $
745,440,000
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Underwriting discount
0.150% $
1,125,000
0.450% $
3,375,000
Proceeds, before expenses, to Bristol-Myers Squibb Company
99.770% $
748,275,000
98.942% $
742,065,000
(1)
Plus accrued interest, if any, from February 27, 2017, if settlement occurs after such date.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company for
the account of its participants, including Euroclear and Clearstream, against payment in New York, New York on or about February
27, 2017.
Joint Book-Running Managers
Goldman, Sachs & Co.
Morgan Stanley
BofA Merrill Lynch

Citigroup

J.P. Morgan

Co-Managers
Barclays
BNP PARIBAS
Deutsche Bank Securities
Wells Fargo Securities
Credit Suisse
HSBC
Mizuho Securities
MUFG
BNY Mellon Capital Markets, LLC
Santander
Standard Chartered Bank
The Williams Capital Group, L.P.
US Bancorp
CastleOak Securities, L.P.
Drexel Hamilton
Great Pacific Securities
Mischler Financial Group Inc.
The date of this prospectus supplement is February 22, 2017.
TABLE OF CONTENTS
TABLE OF CONTENTS

Prospectus Supplement

About This Prospectus Supplement

S-i
Forward-Looking Statements

S-i
Summary

S-1
Risk Factors

S-4
Use of Proceeds

S-6
Ratio of Earnings to Fixed Charges

S-6
Capitalization

S-7
Description of Notes

S-8
Book-Entry Issuance
S-11
Certain United States Federal Income Tax Considerations
S-15
Underwriting (Conflicts of Interest)
S-19
Validity of the Notes
S-24
Experts
S-24
Where You Can Find More Information; Documents Incorporated by Reference
S-24
Prospectus

About This Prospectus

i
Forward-Looking Statements

ii
Description of the Company

1
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Risk Factors

2
Ratio of Earnings to Fixed Charges

3
Use of Proceeds

4
Description of the Debt Securities

5
Description of the Preferred Stock

15
Description of the Depositary Shares

17
Description of the Common Stock

20
Description of the Warrants

21
Plan of Distribution

22
Legal Matters

24
Experts

24
Where You Can Find More Information; Documents Incorporated by Reference

25
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus prepared by
us or on our behalf to which we have referred you. We have not, and the underwriters have not, authorized any other person to provide
you with different or additional information and we take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any
jurisdiction where the offer or sale is not permitted. Further, you should assume that the information appearing in this prospectus
supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, and any free writing
prospectus, is accurate only as of the respective dates of those documents in which the information is contained. Our business,
financial condition, results of operations and prospects may have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the Notes in some
jurisdictions may be restricted by law. Persons in whose possession this prospectus supplement and the accompanying prospectus
come are required by us and the underwriters to inform themselves about and to observe any applicable restrictions. This prospectus
supplement and the accompanying prospectus may not be used for or in connection with an offer or solicitation by any person in any
jurisdiction in which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or
solicitation. See "Underwriting (Conflicts of Interest)" in this prospectus supplement.
References to "Bristol-Myers Squibb," the "Company," "we," "our" and "us" in both this prospectus supplement and the
accompanying prospectus are references to Bristol-Myers Squibb Company and, unless the context otherwise requires, its consolidated
subsidiaries. References to "Notes" in this prospectus supplement are references to each of the 2019 Notes and 2027 Notes, unless
otherwise indicated.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus (including the documents incorporated by reference) contain
certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You can identify these forward-
looking statements by the fact they use words such as "should," "expect," "anticipate," "estimate," "target," "may," "project,"
"guidance," "intend," "plan," "believe" and other words and terms of similar meaning and expression in connection with any
discussion of future operating or financial performance. One can also identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent
risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ
materially from current expectations. These statements are likely to relate to, among other things, our goals, plans and projections
regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales
efforts, expenses, performance or results of current and anticipated products and the outcome of contingencies such as legal
proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including
internal or external factors that could delay, divert or change any of them in the next several years. Such events and factors include, but
are not limited to, those discussed in the section that follows the heading "Risk Factors" in this prospectus supplement and the
accompanying prospectus as well as those listed under "Risk Factors" in the documents enumerated under "Where You Can Find
More Information; Documents Incorporated by Reference" including, but not limited to, our annual report on Form 10-K for the year
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ended December 31, 2016 that we believe could cause actual results to differ materially from any forward-looking statement.
Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set
forth in these forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements,
which speak only as of the date made. We undertake no obligation to release publicly any revisions to forward-looking statements as a
result of new information, future events or otherwise.
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TABLE OF CONTENTS
SUMMARY
This summary provides a brief overview of certain information appearing elsewhere in this prospectus supplement and the
documents incorporated by reference herein, which are described under "Where You Can Find More Information; Documents
Incorporated by Reference." Because it is abbreviated, this summary does not contain all of the information that you should
consider before making an investment in the Notes. We encourage you to read the entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein carefully, including the "Risk Factors" section, the audited
consolidated financial statements contained in our annual report on Form 10-K for the year ended December 31, 2016 and the
notes to those financial statements before making an investment decision.
Company Overview
Bristol-Myers Squibb Company was incorporated under the laws of the State of Delaware in August 1933 under the name
Bristol-Myers Company, as successor to a New York business started in 1887. In 1989, Bristol-Myers Company changed its name
to Bristol-Myers Squibb Company as a result of a merger. We are engaged in the discovery, development, licensing,
manufacturing, marketing, distribution and sale of biopharmaceutical products on a global basis.
We compete with other worldwide research-based drug companies, smaller research companies and generic drug
manufacturers. Our products are sold worldwide, primarily to wholesalers, retail pharmacies, hospitals, government entities and the
medical profession. We manufacture products in the United States ("U.S."), Puerto Rico and in six foreign countries.
Our principal executive offices are located at 345 Park Avenue, New York, New York 10154, and our telephone number is
(212) 546-4000. We maintain a website at www.bms.com. The information on our website is not incorporated by reference in this
prospectus supplement or the accompanying prospectus.
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The Offering
The summary below describes the principal terms of the Notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. See "Description of Notes" in this prospectus supplement for a more detailed
description of the terms and conditions of the Notes.
Issuer
Bristol-Myers Squibb Company
Securities Offered
$750,000,000 initial aggregate principal amount of 1.600% Notes due
2019; and $750,000,000 initial aggregate principal amount of 3.250%
Notes due 2027.
Maturity Dates
February 27, 2019, with respect to the 2019 Notes; and February 27,
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2027, with respect to the 2027 Notes.
Interest
The 2019 Notes will bear interest from February 27, 2017, at the rate
of 1.600% per annum; and the 2027 Notes will bear interest from
February 27, 2017, at the rate of 3.250% per annum. Interest on the
Notes will be payable semi-annually.
Interest Payment Dates
February 27 and August 27 of each year, beginning on August 27,
2017.
Ranking
The Notes will be our unsubordinated unsecured obligations and will
rank equally in right of payment with all of our existing and future
unsubordinated unsecured indebtedness. The Notes will effectively
rank junior to any of our secured debt to the extent of the value of the
assets securing such debt. In addition, the Notes will be structurally
subordinated to all liabilities of our subsidiaries, including trade
payables.
Optional Redemption
We may redeem the 2019 Notes and the 2027 Notes at any time prior
to maturity, in each case, in whole or in part, at the applicable
redemption price described under the heading "Description of Notes--
Optional Redemption of the Notes" in this prospectus supplement, plus
accrued and unpaid interest thereon to, but not including, the
redemption date.
Use of Proceeds
We have entered into accelerated share repurchase agreements (the
"ASR Agreements") with Morgan Stanley & Co. LLC and Goldman,
Sachs & Co. in connection with our previously announced share
repurchase program. We intend to use the net proceeds from this
offering to make payments under the ASR Agreements and for general
corporate purposes. See "Use of Proceeds."
Conflicts of Interest
Morgan Stanley & Co. LLC and Goldman, Sachs & Co. are members
of the Financial Industry Regulatory Authority, Inc. ("FINRA"), and as
a result of their participation as underwriters in this offering, they are
deemed to have a "conflict of interest" within the meaning of Rule
5121 of FINRA ("Rule 5121"). Therefore, this offering will be
conducted in accordance with Rule 5121, which requires that Morgan
Stanley & Co. LLC and Goldman, Sachs & Co. not make sales to
discretionary accounts without the prior written consent of the account
holder. A
S-2
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qualified independent underwriter is not necessary for this offering
pursuant to Rule 5121(a)(1)(C). See "Underwriting (Conflicts of
Interest)--Conflicts of Interest."
Additional Issues
We may from time to time, without notice to or the consent of the
holders of the Notes, create and issue additional notes of each series
ranking equally and ratably with the Notes of such series.
Form and Denomination
The Notes will be represented by one or more global securities
registered in the name of the nominee of The Depository Trust
Company. The Notes will be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
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Absence of Markets for the Notes
The Notes are new issues of securities with no established trading
markets. We do not intend to apply to list the Notes on any securities
exchange or include them in any automated quotation system.
Accordingly, we cannot provide any assurance as to the development
or liquidity of any markets for the Notes. See "Underwriting (Conflicts
of Interest)" in this prospectus supplement.
Delivery of Notes
Delivery of the Notes will be made in book-entry form through the
facilities of The Depository Trust Company.
Trustee
The Bank of New York Mellon.
Governing Law
State of New York.
Risk Factors
You should carefully consider the specific factors set forth under
"Risk Factors" as well as the information and data included elsewhere
or incorporated by reference in this prospectus supplement or the
accompanying prospectus, before making an investment decision.
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RISK FACTORS
Investing in the Notes involves risks. You should consider carefully the information set forth in this section and all the other
information provided to you or incorporated by reference in this prospectus supplement and the accompanying prospectus before
deciding whether to invest in the Notes.
Risks Relating to the Company
Before investing in the Notes, investors should consider the Risk Factor information contained in Risk Factors, Item 1A of our
annual report on Form 10-K for the year ended December 31, 2016.
Risks Relating to the Offering
The Notes are effectively subordinated to all of the obligations of our subsidiaries and our ability to service our debt is
dependent on the performance of our subsidiaries.
The Notes will be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities,
including trade payables and other accrued rebates and liabilities, of our subsidiaries. The incurrence of indebtedness or other liabilities
by any of our subsidiaries is not prohibited by the indenture governing the Notes and could adversely affect our ability to pay our
obligations on the Notes. As of December 31, 2016, on a historical basis, the liabilities of our subsidiaries, excluding intercompany
liabilities and obligations of a type not required to be reflected on a balance sheet in accordance with generally accepted accounting
principles in the United States, that would have been structurally senior to the Notes were approximately $8.1 billion. See
"Capitalization." We anticipate that from time to time our subsidiaries will incur additional debt and other liabilities.
The Notes are exclusively our obligations. However, since we conduct a significant portion of our operations through our
subsidiaries, our cash flow and our consequent ability to service our debt, including the Notes, depends in part upon the earnings of
our subsidiaries and the distribution of those earnings, or upon loans or other payments of funds by those subsidiaries, to us. The
payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual
restrictions, may depend upon the earnings of those subsidiaries and may be subject to various business considerations.
The limited covenants in the indenture governing the Notes and the terms of the Notes will not provide protection against
significant events that could adversely impact your investment in the Notes.
The indenture governing the Notes does not:
·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;
·
limit our ability to incur additional indebtedness;
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·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity
interests in our subsidiaries;
·
restrict our ability to repurchase or prepay our securities; or
·
restrict our or our subsidiaries' ability to make investments or to repurchase or pay dividends or make other payments in
respect of our common stock or other securities ranking junior to the Notes.
As a result of the foregoing, when evaluating the terms of the Notes, you should be aware that the terms of the indenture and the
Notes will not restrict our ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances and events
that could have an adverse impact on your investment in the Notes.
The Notes will be unsecured and therefore will effectively be subordinated to any secured debt we may incur in the future.
The Notes will not be secured by any of our assets or those of our subsidiaries. As a result, the Notes will be effectively
subordinated to any secured debt we may incur to the extent of the value of the assets securing such debt. In any liquidation,
dissolution, bankruptcy or other similar proceeding, the holders of our secured debt may assert rights against the secured assets in
order to receive full payment of their debt before the assets may be used to pay the holders of the Notes.
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We cannot assure you that active trading markets will develop for the Notes.
Prior to this offering, there were no markets for the Notes. We do not intend to apply to list the Notes on any securities exchange
or include them in any automated quotation system. The underwriters have informed us that they intend to make a market in each
series of the Notes after this offering is completed. The underwriters, however, may cease their market-making at any time without
notice. The prices at which the Notes may trade will depend on many factors, including, but not limited to, prevailing interest rates,
general economic conditions, our performance and financial results and markets for similar securities. The condition of the financial
markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse
effect on the market prices of the Notes.
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USE OF PROCEEDS
We have entered into ASR Agreements with Morgan Stanley & Co. LLC and Goldman, Sachs & Co. in connection with our
previously announced share repurchase program.
We estimate the net proceeds from the sale of the Notes offered hereby will be approximately $1,487,840,000 after deducting
underwriting discounts and our estimated offering expenses. We intend to use the net proceeds from this offering to make payments
under the ASR Agreements and for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated:

Year Ended December 31,

2016
2015
2014
2013
2012
Ratio of earnings to fixed charges
27.15
9.86
10.39
12.13
7.79
We compute the ratio of earnings to fixed charges by dividing earnings by fixed charges.
"Fixed Charges" consists of interest expense, capitalized interest and one-third of rental expense (which we believe to be a
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reasonable estimate of an interest factor in our leases).
"Earnings" consists of income from continuing operations before income taxes, less noncontrolling interests in pre-tax income of
subsidiaries that have not incurred fixed charges, equity in net income of affiliates and capitalized interest, plus Fixed Charges and
distributed income of equity investments.
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CAPITALIZATION
The following table sets forth our consolidated capitalization at December 31, 2016:
·
on an actual basis; and
·
as adjusted to give effect to the issuance of the Notes and the intended application of the estimated net proceeds as set forth
in "Use of Proceeds."
This table should be read in conjunction with the consolidated financial statements and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the year
ended December 31, 2016, as incorporated by reference herein.

As of December 31, 2016

Actual
As adjusted
(in millions)
(Unaudited)

Long-term debt(1)
$
5,716 $
5,716
1.600% Notes due 2019 offered hereby

--

750
3.250% Notes due 2027 offered hereby

--

750
Total long-term debt(2)
$
5,716 $
7,216
Total Bristol-Myers Squibb Company shareholders' equity
$
16,177 $
16,177
Noncontrolling interest

170

170
Total equity

16,347

16,347
Total capitalization
$
22,063 $
23,563
(1)
Long-term debt at December 31, 2016 consisted of notes and debentures with maturities ranging from 2017 to 2097.
(2)
We currently have two separate $1.5 billion five-year revolving credit facilities from a syndicate of lenders. The facilities provide for customary terms
and conditions with no financial covenants and are extendable on any anniversary date with the consent of the lenders. No borrowings were
outstanding under either revolving credit facility at December 31, 2016.
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DESCRIPTION OF NOTES
The following summary of the particular terms of the Notes offered hereby supplements and, to the extent of any inconsistency
therewith, replaces the description of the general terms and provisions of the securities contained in the accompanying prospectus.
The statements in this prospectus supplement concerning the Notes and the indenture do not purport to be complete.
Titles
1.600% Notes due 2019 and 3.250% Notes due 2027.
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General
Bristol-Myers Squibb will issue each series of the Notes as a series of debt securities under the indenture, dated as of June 1,
1993, as supplemented by a supplemental indenture relating to the Notes, between Bristol-Myers Squibb and The Bank of New York
Mellon (formerly "The Bank of New York") as successor to The Chase Manhattan Bank, as trustee. For a description of the rights
attaching to different series of debt securities under the indenture, see "Description of the Debt Securities" in the accompanying
prospectus.
Bristol-Myers Squibb will issue the Notes only in book-entry form, in denominations of $2,000 and integral multiples of $1,000
above that amount, through the facilities of The Depository Trust Company ("DTC"), and sales in book-entry form may be effected
only through a participating member of DTC. See "--Global Securities" and "Book-Entry Issuance" below. The Notes will not be
listed on any securities exchange or included in any automated quotation system.
Principal Amount of Notes
The 2019 Notes will be issued in an initial aggregate principal amount of $750,000,000 and the 2027 Notes will be issued in an
initial aggregate principal amount of $750,000,000.
Maturity of Notes
The 2019 Notes will mature on February 27, 2019 and the 2027 Notes will mature on February 27, 2027. If the scheduled
maturity date is not a business day, Bristol-Myers Squibb will make the required payment on the following business day, and no
interest will accrue as a result of such delay.
Ranking
The Notes will be our unsubordinated unsecured obligations and will rank equally in right of payment with all of our existing and
future unsubordinated unsecured indebtedness; rank senior in right of payment to any future subordinated indebtedness that we may
incur; be effectively subordinated in right of payment to any future secured indebtedness that we may incur, to the extent of the value
of the assets securing such indebtedness; and be structurally subordinated in right of payment to all existing and future indebtedness
and other liabilities of our subsidiaries, including trade payables.
Interest Rate on Notes
The interest rate on the 2019 Notes is 1.600% per annum and the interest rate on the 2027 Notes is 3.250% per annum. Interest on
the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
Date Interest Begins to Accrue on Notes
Interest on each series of Notes will begin to accrue on February 27, 2017.
Interest Payment Dates
Bristol-Myers Squibb will pay interest on the Notes semi-annually on each February 27 and August 27 (each an "Interest
Payment Date"). Interest payable on each Interest Payment Date will include interest accrued from February 27, 2017, or from the
most recent Interest Payment Date to which interest has been paid or duly provided for.
If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next
succeeding Business Day as if made on the date the payment was due, and no interest
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will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding
Business Day. "Business Day" means, with respect to the Notes, any day other than a Saturday, Sunday or a day on which banking
institutions in The City of New York are authorized or required by law, regulation or executive order to close.
First Interest Payment Date
The first Interest Payment Date on each series of the Notes will be August 27, 2017.
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Regular Record Date for Interest
Bristol-Myers Squibb will pay interest payable on any Interest Payment Date to the person in whose name a Note (or any
predecessor note) is registered at the close of business on the February 12 or August 12 immediately preceding the relevant Interest
Payment Date.
Paying Agent
The trustee will initially act as paying agent and security registrar for the Notes. Bristol-Myers Squibb may at any time designate
additional paying agents or rescind the designations or approve a change in the offices where they act.
Global Securities
The Notes of each series will each be represented by one or more global securities registered in the name of the nominee of DTC.
Bristol-Myers Squibb will issue the Notes in denominations of $2,000 and integral multiples of $1,000 above that amount. Bristol-
Myers Squibb will deposit the global securities with DTC or its custodian and will register the global securities in the name of DTC's
nominee. See "Description of the Debt Securities--General--Global Securities" in the accompanying prospectus and "--Book-Entry
Issuance" below.
Optional Redemption of the Notes
We may, at our option, redeem the 2019 Notes and the 2027 Notes at any time prior to maturity, in each case, in whole or from
time to time in part at a redemption price equal to the greater of:
(a) 100% of the principal amount of the Notes being redeemed, or
(b) as calculated by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments
for principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of
the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate (as defined below),
plus 10 basis points in the case of the 2019 Notes and 15 basis points in the case of the 2027 Notes, plus, in each of the above cases,
accrued and unpaid interest on the Notes to be redeemed to, but not including, the date of redemption.
If we have given notice as provided in the indenture and made funds available for the redemption of any Notes called for
redemption on the date of redemption referred to in that notice, those Notes will cease to bear interest on that date of redemption. Any
interest accrued to the date fixed for redemption will be paid as specified in such notice. We will give written notice of any
redemption of any Notes to holders of the Notes to be redeemed at their addresses, as shown in the security register for the Notes, at
least 30 days and not more than 60 days prior to the date fixed for redemption. The notice of redemption will specify, among other
items, the date fixed for redemption, the redemption price and the initial aggregate principal amount of the Notes to be redeemed.
If we choose to redeem less than all of the Notes of each series, as applicable, the particular Notes to be redeemed shall be
selected by the trustee not more than 45 days prior to the date of redemption. The trustee will select the method in its sole discretion, in
such manner as it shall deem appropriate and fair, for the Notes to be redeemed in part.
S-9
TABLE OF CONTENTS
As used in this prospectus supplement:
"Quotation Agent" means the Reference Dealer (defined below) selected by the Company.
"Reference Dealer" means (a) each of Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and any respective successors of each of the
foregoing, unless, in each case, any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), in which case the Company will substitute another Primary Treasury Dealer and (b) any other Primary
Treasury Dealer selected by the Company.
"Reference Dealer Rate" means, with respect to any date of redemption, the arithmetic average of the quotations quoted in writing
to the Company by each Reference Dealer of the average midmarket annual yield to maturity of the 1.125% U.S. Treasury Notes due
January 31, 2019, with respect to the 2019 Notes, and the 2.250% U.S. Treasury Notes due February 15, 2027 with respect to the 2027
https: / / www.sec.gov/ Archives/ edgar/ data/ 14272/ 000156761917000295/ s001550x4_424b5.htm[ 2/ 24/ 2017 10: 50: 46 AM]

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