Obligation MarshMcLennan 2.25% ( US571748BN17 ) en USD

MarshMcLennan

88.523 % ▼

Etas-Unis

US571748BN17 ( en USD )

2.25% par an ( paiement semestriel )

15/11/2030

Prospectus brochure de l'obligation Marsh & McLennan US571748BN17 en USD 2.25%, échéance 15/11/2030

2 000 USD

750 000 000 USD

571748BN1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/05/2026 ( Dans 175 jours )

Marsh & McLennan Companies (MMC) est une société mondiale de services professionnels offrant des services de courtage d'assurance, de gestion des risques, de conseil et de solutions de réassurance à travers ses quatre principales divisions : Marsh, Guy Carpenter, Mercer et Oliver Wyman.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BN17, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2030

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BN17, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par MarshMcLennan ( Etas-Unis ) , en USD, avec le code ISIN US571748BN17, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d924731d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-226427
CALCULATION OF REGISTRATION FEE

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

Price

Registration Fee(1)
2.250% Senior Notes due 2030

$750,000,000

$97,350

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
May 4, 2020
(To Prospectus Dated July 30, 2018)
$750,000,000

Marsh & McLennan Companies, Inc.
2.250% Senior Notes due 2030
We will pay interest on the 2.250% Senior Notes due 2030 (the "Notes") on May 15 and November 15 of each year, beginning on November 15,
2020. The Notes will mature on November 15, 2030.
At our option, we may redeem the Notes offered hereby, in whole or in part at any time and from time to time, before their maturity at the
redemption prices described herein under "Description of Notes Optional Redemption."
The Notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time
outstanding.
Investing in the Notes involves risks. See the section entitled "Risk Factors" beginning on page S-6 of this
prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus.

Public Offering
Underwriting
Proceeds to Company

Price(1)

Discount(2)

(before expenses)

Per Note

99.146%

0.650%

98.496%
Total

$ 743,595,000
$ 4,875,000
$
738,720,000

(1)
Plus accrued interest, if any, from May 7, 2020, if settlement occurs after that date.
(2)
Does not include the structuring fee that we will pay. See "Underwriting (Conflicts of Interest)."
Neither the Securities and Exchange Commission nor any state securities commission 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
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Final Prospectus Supplement
criminal offense.
The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about May 7, 2020.
Joint Book-Running Managers

BofA Securities

Citigroup
Barclays

Deutsche Bank Securities

HSBC
TD Securities
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Incorporation of Certain Documents by Reference
S-ii
Information Concerning Forward-Looking Statements
S-1
Summary
S-3
Risk Factors
S-6
Use of Proceeds
S-8
Description of Notes
S-9
Material U.S. Federal Income Tax Consequences
S-16
Underwriting (Conflicts of Interest)
S-20
Legal Matters
S-26
Experts
S-26
Prospectus

Page
About This Prospectus

1
Marsh & McLennan Companies, Inc.

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

1
Description of Securities

1
Description of Capital Stock

2
Depositary Shares Representing Preferred Stock

5
Description of Debt Securities

5
Description of Warrants

15
Description of Purchase Contracts

15
Description of Units

15
Plan of Distribution

15
Where You Can Find More Information

17
Information Concerning Forward-Looking Statements

17
Legal Opinions

18
Experts

18
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this offering of Notes. The second
part, the accompanying prospectus dated July 30, 2018, gives more general information, some of which may not apply to this offering. You should
carefully read both this prospectus supplement and the accompanying prospectus, together with the information described under the heading "Where You
Can Find More Information" in the accompanying prospectus.
References in this prospectus supplement and the accompanying prospectus to "we," "us," "our," and "the Company" are to Marsh & McLennan
Companies, Inc. and not its subsidiaries, except where the context otherwise requires.
We have not, and the underwriters have not, authorized anyone to provide you with different or additional information or to make any representations
other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectuses we
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Final Prospectus Supplement
have authorized for use with respect to this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you or any representation that others may make to you. This prospectus supplement and the accompanying prospectus are
an offer to sell only the Notes, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement or the accompanying prospectus, as well as information previously filed with the Securities and Exchange Commission ("SEC") and
incorporated by reference, is current only as of the date of such information. Our business, financial condition, results of operations and prospects may have
changed since that date.

S-i
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Incorporation of Certain Documents by Reference
The SEC allows the Company to "incorporate by reference" the information it files with the SEC. This permits us to disclose important information
to you by referencing these filed documents, which are considered part of this prospectus supplement and the accompanying prospectus. Information that
we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents set forth below that the Company previously filed with the SEC and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the Notes has been completed; provided that, unless otherwise stated,
we will not incorporate by reference any filing that is "furnished" or deemed "furnished" to the SEC. These documents contain important information
about the Company.
We will provide without charge, upon written or oral request, a copy of any or all of the documents which are incorporated by reference in this
prospectus supplement and the accompanying prospectus. Requests should be directed to Investor Relations, Marsh & McLennan Companies, Inc., 1166
Avenue of the Americas, New York, New York 10036-2774 (telephone number (212) 345-5000). The Company's website can be found at
www.mmc.com. The information found on or accessed through our website and the websites of our operating companies is not a part of this prospectus
supplement or the accompanying prospectus.

SEC Filings

Date Filed with the SEC
Annual Report on Form 10-K for the Year ended December 31, 2019

February 20, 2020
Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020

May 1, 2020
February 19, 2020,
as amended on
March 18, 2020 ,
Current Reports on Form 8-K

and April 29, 2020
Definitive Proxy Statement on Schedule 14A (solely to the extent incorporated by reference into the
Company's Annual Report on Form 10-K for the Year ended December 31, 2019)

April 3, 2020

S-ii
Table of Contents
Information Concerning Forward-Looking Statements
This prospectus supplement and the accompanying prospectus contain "forward-looking statements," as defined in the Private Securities Litigation
Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate,"
"assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could,"
"may," "might," "should," "will" and "would."
Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

·
the financial and operational impact of the coronavirus global pandemic on our revenue and ability to generate new business, our overall

level of profitability and cash flow, and our liquidity, particularly the timeliness and ultimate collectability of our receivables;

·
the impact of disruption in the credit or financial markets, or changes to our credit ratings, including as a result of COVID-19, on our ability

to access capital or repay our significant outstanding indebtedness on favorable terms and our compliance with the covenants contained in the
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agreements that govern our indebtedness;

·
the impact from lawsuits, other contingent liabilities and loss contingencies arising from errors and omissions, breach of fiduciary duty or

other claims against us, including claims related to pandemic coverage;

·
our ability to manage risks associated with our investment management and related services business, particularly in the context of volatile

equity markets caused by COVID-19, including our ability to execute timely trades in light of increased trading volume and to manage
potential conflicts of interest between investment consulting and fiduciary management services;

·
our ability to compete effectively and adapt to changes in the competitive environment, including to respond to technological change,

disintermediation, digital disruption and other types of innovation;

·
our ability to attract and retain industry leading talent;

·
our ability to maintain adequate safeguards to protect the security of our information systems and confidential, personal or proprietary

information, particularly given the large volume of our vendor network and the need to identify and patch software vulnerabilities, including
those in the existing JLT information systems;

·
the impact of investigations, reviews, or other activity by regulatory or law enforcement authorities;

·
the financial and operational impact of complying with laws and regulations where we operate and the risks of noncompliance with such

laws, including anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act, trade sanctions regimes and
cybersecurity and data privacy regulations such as the E.U.'s General Data Protection Regulation;

·
the regulatory, contractual and reputational risks that arise based on insurance placement activities and various insurer revenue streams;

·
our ability to successfully recover if we experience a business continuity problem due to cyberattack, natural disaster or otherwise; and

·
the impact of changes in tax laws, guidance and interpretations, including certain provisions of the U.S. Tax Cuts and Jobs Act, or

disagreements with tax authorities.
Marsh & McLennan Companies and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly,
we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak
only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or
circumstances arising after the date on which it is made.

S-1
Table of Contents
Further information concerning the Company and its businesses, including information about factors that could materially affect our results of
operations and financial condition, is contained in the Company's filings with the SEC, including the "Risk Factors" in this prospectus supplement and the
"Risk Factors" and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recently filed
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are incorporated by reference into this prospectus supplement and the
accompanying prospectus.

S-2
Table of Contents
Summary
The Company
Marsh & McLennan Companies, Inc. is a global professional services firm offering clients advice and solutions in risk, strategy and people. Its
businesses include: Marsh, the insurance broker, intermediary and risk advisor; Guy Carpenter, the risk and reinsurance specialist; Mercer, the
provider of HR and investment-related financial advice and services, and Oliver Wyman Group, the management, economic and brand consultancy.
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Final Prospectus Supplement
With 76,000 colleagues worldwide and annual revenue of $17 billion, the Company provides analysis, advice and transactional capabilities to clients
in more than 130 countries. The Company's executive offices are located at 1166 Avenue of the Americas, New York, New York 10036-2774, and
our telephone number is (212) 345-5000.

S-3
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The Offering

Issuer
Marsh & McLennan Companies, Inc.

Notes Offered
$750,000,000 aggregate principal amount of 2.250% Senior Notes due 2030.

Maturity Dates
The Notes will mature on November 15, 2030, unless earlier redeemed or repurchased.

Interest
The Notes will bear interest at 2.250% per year.

Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15

of each year, beginning November 15, 2020.

Ranking
The Notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and
will rank equally with all of our other senior unsecured indebtedness from time to time
outstanding. As of March 31, 2020, we had approximately $13.3 billion of outstanding senior
unsecured indebtedness, not including the debt of our subsidiaries.

As of March 31, 2020, debt of our subsidiaries, to which the Notes will be structurally

subordinated, was approximately $340 million.

Optional Redemption
We may, at our option, redeem the Notes in whole at any time, or in part from time to time,
as described under "Description of Notes--Optional Redemption."

Additional Notes
We may, without the consent of the noteholders, issue additional notes having the same
ranking and the same interest rate, maturity and other terms (other than the issue date, the
public offering price, the payment of interest accruing prior to the issue date of such
additional notes and the first payment of interest following such issue date) as the Notes
offered by this prospectus supplement.

Any such additional notes will be a part of the series having the same terms as the Notes,
provided that, if any additional notes subsequently issued are not fungible for U.S. federal

income tax purposes with any notes previously issued, such additional notes shall trade under
a separate CUSIP number.

Sinking Fund
None.

Use of Proceeds
We will receive net proceeds from this offering of approximately $738,720,000 after
deducting the underwriting discount but before offering expenses and the structuring fee. We
intend to use the net proceeds of this offering for general corporate purposes, including
paying down a portion of the borrowings under our revolving credit facility. See "Use of
Proceeds."

S-4
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Final Prospectus Supplement
Table of Contents
Conflicts of Interest
Affiliates of BofA Securities, Inc. and Citigroup Global Markets Inc. are lenders, and other
underwriters, their affiliates and associated persons may also be lenders under our revolving
credit facility, and accordingly would receive a portion of the proceeds from this offering as a
result of the paying down of our borrowings under our revolving credit facility. If any
underwriter, together with its affiliates and associated persons, were to receive 5% or more of
the net proceeds as a result of the paying down of our borrowings under our revolving credit
facility, such underwriter would be deemed to have a "conflict of interest" with us in regard
to this offering under Rule 5121 of the Financial Industry Regulatory Authority, Inc.
("FINRA"). Accordingly, this offering will be conducted in accordance with FINRA Rule
5121. Any underwriter with a "conflict of interest" under FINRA Rule 5121 will not confirm
sales to any discretionary accounts without receiving specific written approval from the
account holder. Pursuant to FINRA Rule 5121(a)(1)(C), the appointment of a "qualified
independent underwriter" is not required in connection with this offering as the notes will be
investment grade-rated as defined in Rule 5121 by one or more nationally recognized
statistical rating organizations. See "Use of Proceeds" and "Underwriting (Conflicts of
Interest)."

Listing
We do not intend to list the Notes on any national securities exchange. The Notes will be
new securities for which there is currently no public market.

Governing Law
The indenture and the Notes will be governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon.

Risk Factors
Investing in the Notes involves risks. See the section entitled "Risk Factors" in this
prospectus supplement beginning on page S-6 and in our Annual Report on Form 10-K for
the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, which are incorporated by reference into this prospectus supplement and the
accompanying prospectus, for a discussion of factors you should consider carefully before
deciding to invest in the Notes.

S-5
Table of Contents
Risk Factors
Investing in the Notes involves risks, and we and our subsidiaries face a number of risks and uncertainties. You should carefully consider the
information in this prospectus supplement and the accompanying prospectus, along with the "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which are incorporated by reference into this
prospectus supplement and the accompanying prospectus, before deciding to invest in the Notes. If any of these risks or such other risks actually occur, our
business, results of operations or financial condition could be materially adversely affected.
The recent COVID-19 pandemic could have a material adverse effect on our business operations, results of operations, cash flows and
financial position.
Global health concerns relating to the COVID-19 outbreak and related government actions taken to reduce the spread of the virus have had a
dramatic impact on the macroeconomic environment, and the outbreak has materially increased economic uncertainty and reduced economic activity.
The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions,
quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to decreased
levels of business activity of our clients and the industries and markets that we serve. Governments around the globe have taken steps to mitigate some of
the more severe anticipated economic effects of the virus, but there can be no assurance that such steps will be effective or achieve their desired results in a
timely fashion.
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The outbreak has adversely impacted and is likely to further adversely impact our workforce and operations and the operations of our clients, third-
party vendors and business partners. The spread of COVID-19 has caused us to modify our business practices (including transitioning substantially all of
our colleagues to a remote work environment, restricting colleague travel, developing social distancing plans for our colleagues and cancelling physical
participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or as we determine are in
the best interests of our colleagues, clients and business partners. There is no certainty how long such policies will remain in effect or that such measures
will be sufficient to mitigate the risks posed by the virus or will otherwise be satisfactory to government authorities.
The coronavirus will affect our ability to generate new business, our overall level of profitability and cash flow, and our liquidity due to a number of
macroeconomic and operational factors. Such factors may include:

·
in our Risk and Insurance Services segment, a reduction in pricing and commission for specific lines of coverage most directly affected by the

pandemic;

·
in our Consulting segment, a reduction of demand for our services as clients cut back on expenses, as well as the impact on our business

model for delivering services to clients due to restrictions on travel and movement, and guidance around social distancing;

·
the timeliness and ultimate collectability of our receivables, including as a result of deferrals of premium payments directed by government

authorities, which affects our ability to generate sufficient cash flows;

·
the impact of disruption in the credit or financial markets, or changes to our credit ratings, which may impact our ability to access capital or

repay our significant outstanding indebtedness on favorable terms and our compliance with the covenants contained in the agreements that
govern our indebtedness;

·
an increase in errors & omissions claims related to pandemic coverage;

S-6
Table of Contents
·
the impact of financial market volatility, including our ability to execute timely trades in light of increased trading volume, which may

reduce assets under management and revenue for Mercer's Investments business;

·
failure of third parties upon which we rely to meet their obligations to us, or significant disruptions in their ability to meet those obligations in

a timely manner, which may be caused by their own financial or operational difficulties;

·
the impact of an extended period of remote work arrangements on our business continuity plans, and our ability to continue to provide

services to our clients;

·
increased risk of phishing and other cybersecurity attacks or unauthorized dissemination of personal, confidential, proprietary or sensitive

data caused by remote work arrangements; and

·
the potential effects on our internal controls including those over financial reporting as a result of changes in working environments such as

shelter-in-place and similar orders that are applicable to our team members and business partners.
These factors may remain prevalent for a significant period of time and may continue to adversely affect our business, results of operations and
financial condition even after the COVID-19 outbreak has subsided.
The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments,
which are highly uncertain and are difficult to predict, including the duration and spread of the outbreak, its severity, the actions to contain the virus or treat
its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided,
we may continue to experience materially adverse impacts to our business as a result of the virus's global economic impact, including the availability of
credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future.
There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a
result, the ultimate impact of the outbreak is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our
operations or the global economy as a whole. However, the effects could have a material impact on our results of operations and heighten many of our
known risks described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2019.

S-7
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Final Prospectus Supplement
Use of Proceeds
We will receive net proceeds from this offering of approximately $738,720,000 after deducting the underwriting discount but before offering
expenses and the structuring fee. We intend to use the net proceeds of this offering for general corporate purposes, including paying down a portion of the
borrowings under our revolving credit facility, which bears interest at a rate based on LIBOR plus a fixed margin, which varies with our credit ratings. This
revolving credit facility expires in October 2023 and requires us to maintain certain coverage and leverage ratios which are tested quarterly. As of April 30,
2020, the revolving credit facility had an outstanding balance of approximately $1.0 billion and the interest rate was 1.9% with an additional $800 million
available to draw.
Affiliates of BofA Securities, Inc. and Citigroup Global Markets Inc. are lenders, and certain other underwriters, their affiliates and associated persons
may be lenders under our revolving credit facility and accordingly would receive a portion of the net proceeds of this offering. If any underwriter, together
with its affiliates and associated persons, were to receive 5% or more of the net proceeds as a result of the paying down of our borrowings under our
revolving credit facility, such underwriter would be deemed to have a "conflict of interest" with us in regard to this offering under FINRA Rule 5121. See
"Underwriting (Conflicts of Interest) for more information."

S-8
Table of Contents
Description of Notes
The Notes will be senior debt issued under an indenture dated as of July 15, 2011 between Marsh & McLennan Companies, Inc. and The Bank of
New York Mellon, as trustee (the "Trustee"), as previously supplemented and as to be further supplemented by a thirteenth supplemental indenture to be
dated as of May 7, 2020 (collectively, the "indenture").
General Terms of Notes
Interest and principal will be payable in U.S. dollars. The Notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. There will be no sinking fund payments for the Notes.
The security registrar, transfer agent and calculation agent for the Notes will be The Bank of New York Mellon until such time as a successor
security registrar, transfer agent or calculation agent is appointed.
Initially, the Notes will be limited to $750,000,000 aggregate principal amount.
We may, without the consent of the noteholders, issue additional notes having the same ranking and the same interest rate, maturity and other terms as
the Notes offered by this prospectus supplement (except for the issue date, the public offering price, the payment of interest accruing prior to the issue date
of such additional notes and the first payment of interest following such issue date). Any such additional notes will be a part of the series having the same
terms as the Notes, provided that, if any additional notes subsequently issued are not fungible for U.S. federal income tax purposes with any Notes
previously issued, such additional notes shall trade under a separate CUSIP number.
Interest and Maturity Date
The Notes will bear interest at 2.250% per year. Interest on the Notes will be payable semi-annually in arrears on May 15 and November 15 of each
year, beginning November 15, 2020. Interest on the Notes will accrue from May 7, 2020, or from the most recent date to which interest has been paid or
provided for. Interest on the Notes will be paid to holders of record on the record date immediately preceding the interest payment date.
Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If an interest payment date for the Notes falls on a
day that is not a business day, the interest payment shall be postponed to the next succeeding business day, and no interest on such payment shall accrue for
the period from and after such interest payment date. It will be an event of default under the indenture if we fail to pay interest when due and such failure
continues for 30 days.
The Notes will mature on November 15, 2030. If the maturity date for the Notes falls on a day that is not a business day, the principal of and interest
on the Notes shall be due on the next succeeding business day, and no interest on such payment shall accrue for the period from and after the maturity date.
Ranking
The Notes will be senior unsecured obligations of Marsh & McLennan Companies, Inc. and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding. As of March 31, 2020, we had approximately $13.3 billion of outstanding senior unsecured indebtedness, not
including the debt of our subsidiaries. As of March 31, 2020, debt of our subsidiaries, to which the Notes will be structurally subordinated, was
approximately $340 million.
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S-9
Table of Contents
Optional Redemption
Prior to the Par Call Date (as defined below), the Notes will be redeemable in whole or in part, at our option at any time and from time to time, at a
redemption price equal to the greater of:

(i)
100% of the principal amount of the Notes to be redeemed and

(ii)
the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and
interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of

redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 30 basis points for the Notes,
in each case plus accrued interest on the Notes to be redeemed to, but not including, the date of redemption. Calculation of the redemption price will be
made by us or on our behalf by such person as we shall designate.
On or after the Par Call Date, the Notes will be redeemable in whole or in part, at our option at any time and from time to time, at a redemption price
equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to, but not including, the date of
redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having an actual or
interpolated 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, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker is provided
with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company.
"Par Call Date" means August 15, 2030 (three months prior to the maturity date of such Notes).
"Reference Treasury Dealer" means (i) BofA Securities, Inc. and its successors, (ii) Citigroup Global Markets Inc. and its successors, and (iii) three
other primary U.S. Government securities dealers for the City of New York (each a "Primary Treasury Dealer"), and one other Primary Treasury Dealer as
we may specify from time to time; provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary
Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.

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The Treasury Rate shall be calculated on the third business day preceding the redemption date. As used in the immediately preceding sentence and in
the definition of "Reference Treasury Dealer Quotations" above, the term "business day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to remain closed.
Notice of any redemption will be transmitted at least 10 but not more than 60 days before the redemption date to each holder of record of the Notes
to be redeemed. The notice of redemption for such Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the
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Final Prospectus Supplement
manner in which the redemption price will be calculated and the place or places where payment will be made upon presentation and surrender of Notes to
be redeemed. If less than all of the Notes are to be redeemed at our option, the Notes, or portions of the Notes, to be redeemed will be selected in
accordance with the procedures of DTC. Unless we default in the payment of the redemption price, interest will cease to accrue on any such Notes that
have been called for redemption at the redemption date.
The Company shall not be required (i) to issue, register the transfer of or exchange any Notes during the period beginning at the opening of business
15 days before the day of the delivery of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such
delivery, or (ii) to register the transfer or exchange of any Notes so selected for redemption in whole or in part, except the unredeemed portion of any such
Notes being redeemed in part.
Global Clearance and Settlement Procedures
Investors in the global securities representing the Notes (the "Global Notes") may hold a beneficial interest in such Global Notes through The
Depository Trust Company ("DTC"), Clearstream Banking, société anonyme ("Clearstream"), or the Euroclear System ("Euroclear"), or through
participants. The Notes may be traded as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary
trades will settle as set forth below.
Clearstream has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream holds
securities for its participating organizations ("Clearstream Participants"). Clearstream facilitates the clearance and settlement of securities transactions
between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, eliminating the need for physical
movement of certificates. Clearstream provides to Clearstream 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. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (CSSF).
Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.
Distributions, to the extent received by the U.S. Depositary (as defined below) for Clearstream, with respect to the Notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.
Euroclear has advised that it was created in 1968 to hold securities for its participants ("Euroclear Participants") and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of
certificates and eliminating any 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"), under contract with Euroclear Clearance

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Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers, and other
professional financial intermediaries, and may include the underwriters. 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.
The Euroclear Operator has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global
basis. As a Belgian bank, it is regulated and examined by the Belgian Banking and Finance Commission.
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 transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and 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. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions, to the extent received by the U.S. Depositary for Euroclear, with respect to Notes held beneficially through Euroclear will be credited
to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions.
Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in very limited circumstances, including
those instances that follow: If DTC notifies us that it is unwilling or unable to continue as a clearing system in connection with a Global Note or DTC
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Document Outline

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