Obligation Eli Lilly & Company 2.25% ( US532457BY33 ) en USD

Eli Lilly & Company

61.49 % ▼

Etats-unis

US532457BY33 ( en USD )

2.25% par an ( paiement semestriel )

15/05/2050

Prospectus brochure de l'obligation Eli Lilly & Company US532457BY33 en USD 2.25%, échéance 15/05/2050

2 000 USD

1 250 000 000 USD

532457BY3

A+ ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/11/2024 ( Dans 180 jours )

L'Obligation émise par Eli Lilly & Company ( Etats-unis ) , en USD, avec le code ISIN US532457BY33, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2050

L'Obligation émise par Eli Lilly & Company ( Etats-unis ) , en USD, avec le code ISIN US532457BY33, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Eli Lilly & Company ( Etats-unis ) , en USD, avec le code ISIN US532457BY33, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d919037d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-229735
CALCULATION OF SEC REGISTRATION FEE

Proposed Maximum
Amount to be
Maximum Offering
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Registered

Price per Unit

Price

Registration Fee(1)
2.250% notes due 2050

$1,000,000,000

99.609%

$996,090,000

$129,292.48

*
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 19, 2019)
$1,000,000,000

Eli Lilly and Company
2.250% Notes Due 2050
Interest payable on May 15 and November 15

We are offering $1,000,000,000 of 2.250% notes due 2050 (the "notes"), which will mature on May 15, 2050. However, we may redeem some or all
of the notes at the times and prices described under the heading "Description of the Notes -- Optional Redemption."
The notes will be our unsecured and unsubordinated debt obligations and will not have the benefit of any sinking fund. The notes will be issued in
denominations of $2,000 and integral multiples of $1,000 in excess of that amount.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes
or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.

Investing in the notes involves risks. See "Risk Factors" on page S-5 of this prospectus supplement, as well as the
section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019.

Price to
Underwriting
Proceeds to Us

Public(1)

Discount

(Before Expenses)(1)
Per 2.250% note

99.609%

0.750%

98.859%
Total

$996,090,000
$ 7,500,000
$
988,590,000

(1)
Plus accrued interest from May 5, 2020, if any, if settlement occurs after such date.
The notes are not and will not be listed on any securities exchange.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme ("Clearstream"), and the Euroclear System ("Euroclear"), on or about May 5,
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2020, against payment in immediately available funds.

Joint Book-Running Managers

BofA Securities

Barclays

Credit Suisse

Goldman Sachs & Co. LLC
Co-Managers

Academy Securities

Drexel Hamilton

Siebert Williams Shank

The date of this prospectus supplement is April 24, 2020.
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. We and the
underwriters take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give. We are not,
and the underwriters are not, making an offer to sell, or the solicitation of an offer to buy, any of these securities in any jurisdiction where an offer
or sale is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or
any permitted free writing prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement or the
accompanying prospectus, or the date of any such permitted free writing prospectus, as the case may be, or that the information incorporated by
reference herein or therein is accurate as of any date other than the date of the relevant report or other document in which such information is
contained.
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-2
ELI LILLY AND COMPANY
S-4
RISK FACTORS
S-5
USE OF PROCEEDS
S-6
DESCRIPTION OF THE NOTES
S-7
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-18
LEGAL MATTERS
S-23
EXPERTS
S-23
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
SUPPLEMENT
S-23
Prospectus

ABOUT THIS PROSPECTUS

1
RISK FACTORS

2
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS

2
ELI LILLY AND COMPANY

3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

3
USE OF PROCEEDS

4
DESCRIPTION OF SECURITIES

5
PLAN OF DISTRIBUTION

27
LEGAL MATTERS

28
EXPERTS

28
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part of this prospectus supplement describes the specific terms of this offering, the notes and matters relating
to us. The second part is the accompanying prospectus, which provides a more general description of the terms and conditions of the various securities we
may offer under our registration statement, some of which does not apply to this offering or the notes.
In various places in this prospectus supplement and the accompanying prospectus, we refer you to sections of other documents for additional
information by indicating the caption heading of the other sections. All cross-references in this prospectus supplement are to captions contained in this
prospectus supplement and not in the accompanying prospectus, unless otherwise indicated.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or change information in
the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement
will supersede the information in the accompanying prospectus.
It is important for you to read and consider carefully all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any permitted free writing prospectuses we have authorized for use with respect to this offering prior to making a decision to
invest in the notes. See "Where You Can Find More Information; Documents Incorporated by Reference into this Prospectus Supplement" for additional
information.
Unless otherwise indicated, all references in this prospectus supplement to "we," "us," "our" and "Eli Lilly" refer to Eli Lilly and Company and its
consolidated subsidiaries.

S-1
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information included or incorporated by reference herein and therein include
"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") and are subject to the safe harbor created thereby under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally
be identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "intend," "anticipate," "plan," "continue," or similar
expressions.
Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected
in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on
management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any
such expectation or belief will result or will be achieved or accomplished. The following include some but not all of the factors that could cause actual
results or events to differ materially from those anticipated:

·
uncertainties in the pharmaceutical research and development process, including with respect to the timing of anticipated regulatory

approvals and launches of new products;

·
market uptake of recently launched products;

·
competitive developments affecting current products and our pipeline;

·
the expiration of intellectual property protection for certain of our products;

·
our ability to protect and enforce patents and other intellectual property;

·
the impact of actions of governmental and private payers affecting pricing of, reimbursement for, and access to pharmaceuticals;

·
regulatory compliance problems or government investigations;

·
regulatory actions regarding currently marketed products;

·
unexpected safety or efficacy concerns associated with our products;

·
issues with product supply stemming from manufacturing difficulties or disruptions;

·
regulatory changes or other developments;

·
changes in patent law or regulations related to data-package exclusivity;

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·
litigation, investigations, or other similar proceedings involving past, current, or future products or commercial activities as we are largely

self-insured;

·
unauthorized disclosure, misappropriation, or compromise of trade secrets or other confidential data stored in our information systems,

networks, and facilities, or those of third parties with whom we share our data;

·
changes in tax law, including the impact of United States tax reform legislation enacted in December 2017 and related guidance, or events

that differ from our assumptions related to tax positions;

·
changes in foreign currency exchange rates, interest rates, and inflation;

·
asset impairments and restructuring charges;

·
changes in accounting and reporting standards promulgated by the Financial Accounting Standards Board and the SEC;

S-2
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·
acquisitions and business development transactions and related integration costs;

·
information technology system inadequacies or operating failures;

·
the impact of the evolving COVID-19 pandemic, and the global response thereto;

·
reliance on third-party relationships and outsourcing arrangements; and

·
the impact of global macroeconomic conditions.
Investors should not place undue reliance on forward-looking statements. You should also carefully read the factors described in the risk factors and
other cautionary statements incorporated by reference in this prospectus supplement and the accompanying prospectus from our most recent Annual Report
on Form 10-K and our other SEC filings, for a description of certain risks that could, among other things, cause our actual results to differ from these
forward-looking statements. All forward-looking statements speak only as of the date of this prospectus supplement and are expressly qualified in their
entirety by the risk factors and other cautionary statements in this prospectus supplement and incorporated by reference herein. Except as is required by law,
we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this prospectus
supplement.

S-3
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ELI LILLY AND COMPANY
We are a worldwide research-based pharmaceutical company. We were incorporated in 1901 in Indiana to succeed to the drug manufacturing
business founded in Indianapolis, Indiana in 1876 by Colonel Eli Lilly. We discover, develop, manufacture, and market products in a single business
segment--human pharmaceutical products. Our purpose is to unite caring with discovery to create medicines that make life better for people around the
world. Most of the products we sell today were discovered or developed by our own scientists, and our success depends to a great extent on our ability to
continue to discover or acquire, develop, and bring to market innovative new medicines. We sell a broad range of patented pharmaceutical products,
primarily in the following therapeutic areas: diabetes and other endocrinology, immunology, neuroscience, and oncology. We manufacture and distribute
our products through facilities in the United States, Puerto Rico, and 7 other countries. Our products are sold in approximately 120 countries.
Our corporate offices are located at Lilly Corporate Center, Indianapolis, Indiana 46285, our telephone number is (317) 276-2000 and our website is
https://www.lilly.com. The content of our website is available for informational purposes only, and is not incorporated by reference into this Prospectus
Supplement.

S-4
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RISK FACTORS
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Your investment in the notes involves risks. You should consider carefully the risks described below and those discussed under the section captioned
"Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. It is possible that our business, financial condition,
liquidity, cash flows, or results of operations could be materially adversely affected by any of these risks. Certain of these risks could also adversely affect
the company's reputation.
The novel coronavirus (COVID-19) pandemic and efforts to reduce its spread has impacted, and may in future periods negatively impact, our business
and operations.
The COVID-19 pandemic has substantially burdened healthcare systems worldwide, delaying enrollment in and progression of many of our clinical
trials. Required inspections and reviews by regulatory agencies may also be delayed due to the focus of resources on COVID-19 as well as travel and other
restrictions. Significant delays in the timing of our clinical trials and in regulatory reviews could adversely affect our ability to commercialize some assets
in our product pipeline. Lack of normal access by patients to the healthcare system, along with concern about the continued supply of medications, has also
resulted in changes in buying patterns throughout the supply chain, including by patients, which could increase or decrease demand for our products.
COVID-19 could also have an adverse impact on our manufacturing operations, supply chain and distribution systems, which could impact our ability to
produce and distribute our products and the ability of third parties on which we rely to fulfill their obligations to us, and could increase our expenses. In
addition, the conditions created by the pandemic may intensify other risks inherent in our business, including, among other things, risks related to drug
pricing and access, intellectual property protection, and the impact of adverse global and local economic conditions.
As a result, while the financial impact on us has not been material to date, given the rapid and evolving nature of the virus, COVID-19 could
negatively affect our results of operations, financial condition, liquidity and cash flows in future periods, perhaps materially. The degree to which
COVID-19 affects us will depend on developments that are highly uncertain and beyond our knowledge or control, including, but not limited to, the
duration and severity of the pandemic, the actions taken to reduce its transmission, and the speed with which normal economic and operating conditions
resume.

S-5
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USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $988.6 million after deduction of the underwriters' discounts and
before deduction of estimated expenses of the offering. We expect to use the net proceeds from the sale of the notes for general corporate purposes, which
may include the repayment of outstanding commercial paper. Prior to such uses, we may temporarily invest the net proceeds in marketable securities and
short-term investments. As of April 22, 2020, the weighted average interest rate of our commercial paper borrowings was 1.50% per annum and weighted
average maturity was approximately 58 days.

S-6
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DESCRIPTION OF THE NOTES
The following summary describes certain terms of the 2.250% notes due 2050 (the "notes"), and supplements, and to the extent inconsistent
replaces, the description of the general terms of the debt securities included in the accompanying prospectus. The notes will be a single series of debt
securities under an indenture, dated as of February 1, 1991 (the "Indenture"), between us and Deutsche Bank Trust Company Americas (as successor to
Citibank, N.A.), as trustee. The following summary of the notes does not purport to be complete and is subject to, and is qualified in its entirety by
reference to, the actual provisions of the notes and the Indenture. As used in this section, unless otherwise indicated, all references to "we," "us," "our"
and "Eli Lilly" refer only to Eli Lilly and Company and not to any of our subsidiaries.
General
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness. The notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess of that amount.
We will issue $1,000,000,000 aggregate principal amount of the notes and, except as contemplated below under "-- Optional Redemption," the notes
will mature on May 15, 2050. However, we may, without the consent of the holders of notes, issue additional debt securities having the same ranking,
interest rate, maturity, redemption provisions and other terms as the notes. Any additional debt securities having such similar terms, together with the notes,
will constitute a single series of debt securities under the Indenture. If, however, such additional debt securities are not fungible with the notes for U.S.
federal income tax purposes, such additional debt securities will have one or more separate CUSIP numbers.
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We will pay interest on the notes at a rate of 2.250% per annum, semi-annually in arrears on May 15 and November 15 of each year, commencing on
November 15, 2020, to the persons in whose names such notes are registered at the close of business on May 1 or November 1, respectively, as the case
may be (whether or not a business day), immediately preceding the relevant interest payment date.
Interest payments for the notes will include accrued interest from, and including, the date of issue or from, and including, the last date in respect of
which interest has been paid or duly provided for, as the case may be, to, but excluding, the interest payment date or the stated maturity date or the date of
earlier redemption, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a business day, we will make the required interest payment on the next business day, and no
interest on such payment will accrue for the period from and after such interest payment date. Similarly, if the stated maturity date or the date of earlier
redemption, as the case may be (the "maturity date"), of the notes falls on a day that is not a business day, we will make the required payment of principal,
premium, if any, and interest, if any, on the next succeeding business day, and no interest on such payment will accrue for the period from and after the
maturity date.
As used in this prospectus supplement, "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or regulation to close in The City of New York, New York.
Optional Redemption
At our option, we may redeem the notes, in whole or in part, at any time or from time to time as described below.
If we redeem all or any part of the notes prior to the Par Call Date (as defined below), we will pay a redemption price equal to the greater of:

·
100% of the principal amount of the notes being redeemed on the redemption date; and

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·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if
such notes matured on the Par Call Date (not including the amount, if any, of unpaid interest accrued to, but excluding, the redemption date)

discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below), plus 0.200% (or 20 basis points);
plus, in each case, unpaid interest accrued on such notes to, but excluding, the redemption date. If we redeem all or any part of the notes on or after the Par
Call Date, we will pay a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on an interest payment date falling on or prior to a
redemption date will be payable on such interest payment date to the registered holders as of the close of business on the relevant record date. We will mail
notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the notes to be redeemed.
Subject to any delay in the redemption date or rescission of the notice of redemption described below, once notice of redemption is mailed, the notes called
for redemption will become due and payable on the redemption date. Any redemption notice may, at our discretion, be subject to one or more conditions
precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if
applicable, will state that, at our discretion, the date of redemption may be delayed until such time (including more than 60 days after the notice of
redemption was given) as any or all such conditions are satisfied or waived, or such redemption may not occur and such notice may be rescinded in the
event that any or all such conditions have not been satisfied (or waived by us in our sole discretion) by the date of redemption, or by the date of redemption
as so delayed. In the case of such delay or rescission, we shall provide written notice to the trustee prior to the close of business two business days prior to
the date of redemption and a written request to the trustee to promptly provide such notice to each holder.
"Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable
to the remaining term of the notes to be redeemed (assuming for this purpose that the notes matured on the Par Call Date) that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date prior to the Par Call Date for the notes, (A) if we obtain five or more
Reference Treasury Dealer Quotations for such redemption date and notes to be redeemed, the average of such Reference Treasury Dealer Quotations after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, (B) if we obtain fewer than five but more than one Reference Treasury
Dealer Quotations, the average of such Reference Treasury Dealer Quotations, or (C) if we obtain only one Reference Treasury Dealer Quotation, such
Reference Treasury Dealer Quotation.
"Par Call Date" means November 15, 2049 for the notes.
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"Reference Treasury Dealer" means (A) each of BofA Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Goldman
Sachs & Co. LLC (or their respective affiliates that are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"), we will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date prior to the Par Call Date
for the notes, the average, as determined by us, of the bid and ask prices for the Comparable Treasury Issue for the notes to be redeemed (expressed as a
percentage of the principal amount of the notes) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
business day preceding such redemption date.

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"Treasury Rate" means, with respect to any redemption date prior to the Par Call Date for the notes, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of the
principal amount of the notes to be redeemed) equal to the Comparable Treasury Price for such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the
payment of the redemption price). Before the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption
price of the notes to be redeemed on that date. If fewer than all of the notes are to be redeemed, the notes to be redeemed shall be selected by lot by DTC,
in the case of notes represented by a global security, or by the trustee by a method the trustee deems to be fair and appropriate, in the case of notes that are
not represented by a global security. In addition, we may at any time purchase the notes by tender, in the open market or by private agreement, subject to
applicable law.
The notes will not be entitled to the benefit of any mandatory redemption or sinking fund provisions.
Book-Entry Notes
The Depository Trust Company
Except under the limited circumstances described below, all notes will be book-entry notes. This means that the actual purchasers of the notes will
not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive (paper) form.
Instead, upon issuance, the notes will be represented by one or more fully registered global notes.
Each global note will be deposited with, or on behalf of, DTC, a securities depositary, and will be registered in the name of Cede & Co., as DTC's
nominee, or such other name as may be requested by an authorized representative of DTC. No global note representing book-entry notes may be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. DTC will be the only owner and
sole registered holder of the notes for purposes of the Indenture. Purchasers may elect to hold interests in the global notes through either DTC (in the
United States) or through Clearstream or Euroclear if they are participants in such systems, or indirectly through organizations that are participants in such
systems.
Purchases of the notes under the DTC system must be made by or through direct participants, which will receive a credit for the notes on DTC's
records. The ownership interest of each actual purchaser of each note,

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which we refer to as the "beneficial owner," is in turn to be recorded on the direct and indirect participants' records. The deposit of the global notes with
DTC and their registration in the name of DTC's nominee will not affect beneficial ownership and is performed merely to facilitate subsequent transfers.
The book-entry system is used because it eliminates the need for physical movement of securities certificates. The laws of some jurisdictions, however,
may require some purchasers to take physical delivery of their notes in definitive form. These laws may impair the ability of holders to transfer book-entry
notes.
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its
participants deposit with it. DTC also facilitates the post-trade settlement among its participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in its participants' accounts. This eliminates the need for physical movement of
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securities certificates. DTC's participants include underwriters, including the underwriters in this offering, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Clearstream and Euroclear, which are discussed in more detail below, are indirect
participants in DTC. The rules applicable to DTC and its participants are on file with the SEC.
Because DTC or its nominee will be the only registered holder of the global notes, Clearstream and Euroclear will hold positions through their
respective U.S. depositaries, which in turn will hold positions on the books of DTC. For information on how accounts of ownership of notes held through
DTC are recorded, please refer to "Description of Debt Securities -- Global Securities" in the accompanying prospectus.
In this prospectus supplement, unless and until notes in definitive form are issued to the beneficial owners as described below, all references to
"holders" of notes shall mean DTC or its nominee. We, the trustee and any paying agent, transfer agent or registrar may treat DTC or its nominee as the
only owner and sole registered holder of the notes for all purposes.
We will make all payments of principal of and premium, if any, and interest on our notes to DTC or its nominee by wire transfer. We will send all
required reports and notices solely to DTC or its nominee as long as DTC or its nominee is the sole registered holder of the notes. DTC and its participants
are generally required by law to receive and transmit all payments, notices and directions from us and the trustee to the beneficial owners through a chain
of intermediaries. Beneficial owners of book-entry notes will not receive written confirmation from DTC of their purchases; however, they are expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants or indirect
participants through which they entered into the transaction.
Similarly, we and the trustee will accept notices and directions solely from DTC or its nominee. Therefore, in order to exercise any rights of a holder
of notes under the Indenture, each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some cases, Clearstream or
Euroclear. If the beneficial owner is not a participant in the applicable system, then it must rely on the procedures of the participant through which that
person owns its interest. DTC has advised us that it will take actions under the Indenture only at the direction of its participants, which in turn will act only
at the direction of the beneficial owners. Some of these actions, however, may conflict with actions DTC takes at the direction of other participants and
beneficial owners.
Notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to
beneficial owners will be governed by arrangements among them, subject to statutory or regulatory requirements as may be in effect from time to time.
Beneficial owners may experience delays in receiving payments in respect of their notes since such payments will initially be made to DTC and must
then be transferred through the chain of intermediaries to each

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beneficial owner's account. None of us, the trustee or any of our or their agents will be liable for the accuracy of, or responsible for maintaining,
supervising or reviewing, the records of Euroclear or Clearstream or any participant's records relating to book-entry notes. In addition, none of us, the
trustee or any of our or their agents will be responsible or liable for payments made on account of the book-entry notes.
Euroclear
Euroclear was created in 1968 to hold securities for its participating organizations ("Euroclear participants") and to clear and settle transactions
between Euroclear participants and participants of certain other securities intermediaries through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and the risk from lack of simultaneous transfers of securities and cash.
Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator.
Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may
include the underwriters in this offering. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship
with a Euroclear participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and
Conditions govern securities clearance accounts and cash accounts with Euroclear. Specifically, the Terms and Conditions govern:

·
transfers of securities and cash within Euroclear;

·
withdrawal of securities and cash from Euroclear; and

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·
receipts of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear
acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding securities through
Euroclear participants.
Clearstream
Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating
organizations ("Clearstream participants") and facilitates the clearance and settlement of securities transactions between Clearstream participants through
electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream
provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream has established an electronic bridge with
Euroclear to facilitate settlement of trades between Clearstream and Euroclear.
As a licensed credit institution in Luxembourg and a securities settlement system in which the Luxembourg Central Bank participates, Clearstream is
supervised by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream
participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust

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companies, clearing corporations and certain other organizations and may include the underwriters in this offering. Other institutions that clear through or
that maintain a custodial relationship with a Clearstream participant may obtain indirect access to Clearstream.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the
ordinary way, in accordance with DTC's rules, and will be settled in immediately available funds using DTC's same-day funds settlement system.
Secondary market trading between Clearstream participants and Euroclear participants will occur in the ordinary way, in accordance with the applicable
rules and operating procedures of Clearstream and Euroclear, and will be settled using the procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream
or Euroclear participants, on the other, will be effected through DTC, in accordance with DTC's rules, on behalf of the relevant European international
clearing system by the U.S. depositaries. However, such cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in this system in accordance with its rules and procedures and within its established deadlines, European
time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance
with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions
directly to DTC.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be
made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. These credits or any
transactions in such notes settled during such processing will be reported to the relevant Euroclear or Clearstream participants on that business day. Cash
received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although we expect that DTC, Clearstream and Euroclear have agreed to the foregoing procedures to facilitate transfers of notes among participants
of DTC, Clearstream and Euroclear, the information set forth in this section is subject to any change in or reinterpretation of the rules, regulations and
procedures of DTC, Clearstream and Euroclear currently in effect. Investors wishing to use the facilities of any of DTC, Clearstream or Euroclear are
advised to confirm the continued applicability of the rules, regulations and procedures of DTC, Clearstream or Euroclear.
The information in "Book Entry Notes" concerning DTC and DTC's book entry system, as well as information regarding Euroclear and Clearstream,
has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy or completeness. This information is not
intended to serve as a representation, warranty or contract modification of any kind. We assume no responsibility for the performance by DTC, Euroclear,
Clearstream or their respective participants of their respective obligations, including obligations that they have under the rules and procedures that govern
their operations.
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Payments
We will make all payments of principal of and premium, if any, and interest on book-entry notes to DTC or its nominee. Upon receipt of any such
payment, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit those accounts in
proportion to the participants'

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respective beneficial interests in the principal amount of the global note as shown on the records of DTC. Payments by participants to beneficial owners of
book-entry notes will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of those participants.
Payments on book-entry notes held beneficially through Clearstream or Euroclear will be credited to their respective participants in accordance with
their respective rules and procedures, to the extent received by their respective U.S. depositaries.
Definitive Notes and Paying Agents
Under the circumstances described in the last paragraph under "Description of Debt Securities -- Global Securities" of the accompanying
prospectus, the beneficial owners will be notified through the chain of intermediaries that definitive notes are available. Beneficial owners of book-entry
notes will then be entitled (1) to receive physical delivery of notes in definitive form equal in principal amount to their beneficial interest and (2) to have
notes in definitive form registered in their names. The notes in definitive form will be issued in denominations of $2,000 and integral multiples of $1,000
in excess of that amount. Notes in definitive form will be registered in the name or names of the person or persons DTC specifies in a written instruction to
the registrar of the notes. DTC may base its written instruction upon directions it receives from its participants. Thereafter, the holders of the notes in
definitive form will be recognized as the "holders" of the notes under the Indenture. The Indenture provides for the replacement of a mutilated, lost, stolen
or destroyed definitive note, so long as the applicant furnishes to us and the trustee such securities or indemnity and such evidence of ownership as we and
the trustee may require.
In the event that notes in definitive form are issued, the holders of such notes will be able to receive payments of principal of and premium, if any,
and interest on their notes at the office of our paying agent maintained in the Borough of Manhattan, The City of New York. Payments due on the maturity
date of a note in definitive form may be made only against presentation and surrender of such note to one of our paying agents. We may make payments
due on an interest payment date for a note in definitive form by mailing a check to the address of the holder of such note appearing in the register of note
holders maintained by the registrar. Our paying agent in the Borough of Manhattan is currently the corporate trust office of Deutsche Bank Trust Company
Americas, currently located at 60 Wall Street, 24th Floor, Mail Stop: NYC60-2407, New York, New York 10005.
In the event that notes in definitive form are issued, the holders of such notes will be able to transfer their notes, in whole or in part, by surrendering
such notes for registration of transfer at the office of Deutsche Bank Trust Company Americas, duly endorsed by or accompanied by a written instrument of
transfer in form satisfactory to us and the registrar. A form of such instrument of transfer will be obtainable at the offices of Deutsche Bank Trust Company
Americas. Upon surrender, we will execute, and the trustee will authenticate and deliver, new notes of the same series and like tenor and terms to the
designated transferee in the principal amount being transferred, and a new note of the same series and like tenor and terms for any principal amount not
being transferred will be issued to the transferor. We will not charge any fee for the registration of transfer or exchange, except that we may require the
payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following describes the material U.S. federal income tax consequences of acquiring, owning and disposing of our notes. This discussion is based
on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations thereunder, and administrative and judicial interpretations thereof, in
each case as in effect on the date hereof. These authorities may change or be subject to differing interpretations, possibly on a retroactive basis, so as to
result in U.S. federal income tax consequences different from those discussed below. This discussion does not address any other U.S. federal tax
considerations (such as gift or estate tax) or any state, local or non-U.S. tax considerations.
This discussion applies only to initial holders that acquire our notes upon original issuance at the initial offering price and that hold our notes as
capital assets for U.S. federal income tax purposes. It assumes that the offering price is the "issue price" of our notes for U.S. federal income tax purposes.
In addition, it does not address all U.S. federal income tax consequences that may be relevant to a particular holder subject to special rules, including,
without limitation, banks, insurance companies and other financial institutions, real estate investment trusts, regulated investment companies, partnerships
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