Obligation Merck & CIE 3.9% ( US58933YAV74 ) en USD

Merck & CIE

84.56 % ▼

Etas-Unis

US58933YAV74 ( en USD )

3.9% par an ( paiement semestriel )

06/03/2039

Prospectus brochure de l'obligation Merck & Co US58933YAV74 en USD 3.9%, échéance 06/03/2039

2 000 USD

1 000 000 000 USD

58933YAV7

A+ ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

07/09/2025 ( Dans 65 jours )

Merck & Co., Inc. est une multinationale américaine de produits pharmaceutiques et de soins de santé, connue pour sa recherche et son développement de médicaments innovants dans divers domaines thérapeutiques.

L'Obligation émise par Merck & CIE ( Etas-Unis ) , en USD, avec le code ISIN US58933YAV74, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/03/2039

L'Obligation émise par Merck & CIE ( Etas-Unis ) , en USD, avec le code ISIN US58933YAV74, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Merck & CIE ( Etas-Unis ) , en USD, avec le code ISIN US58933YAV74, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d717598d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224017
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of each class of
Amount to be
offering price
aggregate
Amount of
securities to be registered

registered

per security

offering price

registration fee (1)
2.900% Notes due 2024

$750,000,000

99.718%

$747,885,000

$90,643.67
3.400% Notes due 2029

$1,750,000,000

99.438%

$1,740,165,000

$210,908.00
3.900% Notes due 2039

$1,000,000,000

98.958%

$989,580,000

$119,937.10
4.000% Notes due 2049

$1,500,000,000

98.691%

$1,480,365,000

$179,420.24
Total

$5,000,000,000

$4,957,995,000

$600,909.01

(1)
The filing fee of $600,909.01 is calculated in accordance with Rule 456(b) and Rule 457(r) of the Securities Act of 1933, as amended.

Table of Contents
Prospectus Supplement
(To Prospectus dated March 29, 2018)
$5,000,000,000

Merck & Co., Inc.
$750,000,000 2.900% Notes due 2024
$1,750,000,000 3.400% Notes due 2029
$1,000,000,000 3.900% Notes due 2039
$1,500,000,000 4.000% Notes due 2049

We are offering $750,000,000 aggregate principal amount of our 2.900% Notes due 2024 (the "2024 notes"), $1,750,000,000 aggregate principal amount of our
3.400% Notes due 2029 (the "2029 notes"), $1,000,000,000 aggregate principal amount of our 3.900% Notes due 2039 (the "2039 notes") and $1,500,000,000
aggregate principal amount of our 4.000% Notes due 2049 (the "2049 notes"). We refer to the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes
collectively as the "notes."
Interest on the notes is payable on March 7 and September 7 of each year, beginning on September 7, 2019. The 2024 notes will mature on March 7, 2024, the
2029 notes will mature on March 7, 2029, the 2039 notes will mature on March 7, 2039 and the 2049 notes will mature on March 7, 2049.
We may redeem some or all of the notes of each series at any time at the applicable redemption price set forth in this prospectus supplement under the caption
"Description of the Notes--Optional Redemption."
The notes will be our unsecured senior debt obligations and will rank equally with all of our other unsecured senior indebtedness from time to time outstanding.
The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be convertible or exchangeable.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-2 of this prospectus supplement and in the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
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 criminal offense.

Public
Underwriting
Proceeds, Before

Offering Price(1)
Discount

Expenses, to Us(1)
Per 2024 note

99.718%

0.350%

99.368%
Total

$
747,885,000
$ 2,625,000
$
745,260,000
Per 2029 note

99.438%

0.450%

98.988%
Total

$ 1,740,165,000
$ 7,875,000
$
1,732,290,000
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Per 2039 note

98.958%

0.750%

98.208%
Total

$
989,580,000
$ 7,500,000
$
982,080,000
Per 2049 note

98.691%

0.800%

97.891%
Total

$ 1,480,365,000
$ 12,000,000
$
1,468,365,000

(1) Plus accrued interest from March 7, 2019, if settlement occurs after that date.
Interest on the notes will accrue from March 7, 2019. The notes will not be listed on any securities exchange or automated dealer quotation system. Currently,
there is no public market for the notes.
We expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The Depository Trust Company and its
participants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., on or about March 7, 2019.

Joint Book-Running Managers

Goldman Sachs & Co. LLC

J.P. Morgan

Morgan Stanley
Citigroup
Co-Managers

Credit Suisse

Mizuho Securities
BBVA

HSBC

Santander
SMBC Nikko

US Bancorp

Wells Fargo Securities
Academy Securities
Blaylock Van, LLC
March 5, 2019
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained or
incorporated by reference in this prospectus supplement, any related free writing prospectus prepared by us or the accompanying prospectus. We
take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. If the information
varies between this prospectus supplement and the accompanying prospectus, the information in this prospectus supplement supersedes the
information in the accompanying prospectus. We are not making an offer of these securities in any jurisdiction where the offer or sale is not
permitted. Neither the delivery of this prospectus supplement, any related free writing prospectus or the accompanying prospectus, nor any sale
made hereunder and thereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date
of this prospectus supplement, any related free writing prospectus or the accompanying prospectus, regardless of the time of delivery of such
document or any sale of the securities offered hereby and thereby, or that the information contained or incorporated by reference herein or
therein is correct as of any time subsequent to the date of such information. Unless the context requires otherwise, references to the "prospectus"
in this prospectus supplement and the accompanying prospectus mean both this prospectus supplement and the accompanying prospectus
combined.

S-i
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

MERCK
S-1
RISK FACTORS
S-2
FORWARD-LOOKING STATEMENTS
S-3
USE OF PROCEEDS
S-5
CAPITALIZATION
S-6
DESCRIPTION OF THE NOTES
S-7
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
S-13
UNDERWRITING
S-19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-23
VALIDITY OF THE NOTES
S-23
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EXPERTS
S-23
Prospectus

ABOUT THIS PROSPECTUS
1
MERCK
2
RISK FACTORS
2
FORWARD-LOOKING STATEMENTS
2
RATIOS OF EARNINGS TO FIXED CHARGES
3
USE OF PROCEEDS
3
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
4
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
14
PLAN OF DISTRIBUTION
18
VALIDITY OF DEBT SECURITIES
20
EXPERTS
20
WHERE YOU CAN FIND MORE INFORMATION
20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
20

S-ii
Table of Contents
MERCK
We are a global health care company that delivers innovative health solutions through our prescription medicines, vaccines, biologic therapies and
animal health products. Our operations are principally managed on a products basis and include four operating segments, which are the Pharmaceutical,
Animal Health, Healthcare Services and Alliances segments.
The Pharmaceutical segment includes human health pharmaceutical and vaccine products. Human health pharmaceutical products consist of
therapeutic and preventive agents, generally sold by prescription, for the treatment of human disorders. We sell these human health pharmaceutical
products primarily to drug wholesalers and retailers, hospitals, government agencies and managed health care providers such as health maintenance
organizations, pharmacy benefit managers and other institutions. Human health vaccine products consist of preventive pediatric, adolescent and adult
vaccines, primarily administered at physician offices. We sell these human health vaccines primarily to physicians, wholesalers, physician distributors and
government entities.
The Animal Health segment discovers, develops, manufactures and markets animal health products, including pharmaceutical and vaccine products,
for the prevention, treatment and control of disease in all major livestock and companion animal species, which we sell to veterinarians, distributors and
animal producers.
The Healthcare Services segment provides services and solutions that focus on engagement, health analytics and clinical services to improve the
value of care delivered to patients.
The Alliances segment primarily includes results from our relationship with AstraZeneca LP related to sales of Nexium and Prilosec, which
concluded in 2018.
We were incorporated in New Jersey in 1970 and maintain our principal offices in Kenilworth, New Jersey. Our address is 2000 Galloping Hill
Road, Kenilworth, New Jersey 07033, and our telephone number is (908) 740-4000. Our website is located at www.merck.com. Information available on,
or accessible through, our website is not incorporated into this prospectus supplement or the accompanying prospectus by reference and should not be
considered a part of this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
RISK FACTORS
Before acquiring any of the notes, you should carefully consider the following risk factors and the risk factors and assumptions related to us
identified or described in our Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference herein, and all other
information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus. The occurrence of any one or more
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of the foregoing or following risks could materially adversely affect your investment in the notes or our business, financial condition, results of operations
or prospects.
The notes are obligations exclusively of Merck and not of our subsidiaries, and payment to holders of the notes will be structurally subordinated to the
liabilities of our subsidiaries.
The notes are not guaranteed by any of our subsidiaries and therefore the notes will be structurally subordinated to all existing and future secured and
unsecured indebtedness and other liabilities of our subsidiaries. The indebtedness of our subsidiaries totaled $1.7 billion as of December 31, 2018,
substantially all of which we have guaranteed. The notes will be structurally subordinated to our subsidiaries' obligations with respect to that indebtedness,
and our guarantee of that indebtedness will rank pari passu with the notes. In addition, our obligations under the notes will be structurally subordinated to
guarantees by our subsidiaries of our indebtedness. As of December 31, 2018, certain of our subsidiaries also guaranteed $1.0 billion aggregate principal
amount of our existing indebtedness. The terms of the notes and the indenture do not preclude our subsidiaries from incurring debt or other liabilities or
providing guarantees that will be structurally senior to the notes.
The notes are our unsecured obligations and will be effectively junior to secured indebtedness that we may incur or issue.
The notes will be unsecured obligations. Holders of any secured debt that we may incur or issue may foreclose on the assets securing such debt,
reducing the cash flow from the foreclosed property available for payment of unsecured debt, including the notes. Holders of our secured debt also would
have priority over unsecured creditors in the event of our bankruptcy, liquidation or similar proceeding. In the event of our bankruptcy, liquidation or
similar proceeding, holders of our secured debt would be entitled to proceed against their collateral, and the assets securing that collateral may not be
available for payment of unsecured debt, including the notes. As a result, the notes will be effectively junior to any secured debt that we may incur or issue,
to the extent of the value of the assets securing such debt.
Active trading markets for the notes may not develop, which could limit their market prices or your ability to sell them.
The notes are new issues of debt securities for which there currently are no trading markets. As a result, we cannot provide any assurance that any
markets will develop for the notes or that you will be able to sell your notes. We have no plans to list the notes on any securities exchange or to arrange for
quotation on any automated dealer quotation system. If any of the notes are traded after their initial issuance, they may trade at discounts from their initial
offering prices depending on prevailing interest rates, the markets for similar securities, general economic conditions, our financial condition, performance
and prospects and other factors. The underwriters have advised us that they intend to make a market in each series of notes, but they are not obligated to do
so. The underwriters may discontinue any market-making in the notes at any time at their sole discretion. Accordingly, we cannot assure you that a liquid
trading market will develop for the notes of any series, that you will be able to sell your notes at a particular time or that the prices you receive when you
sell will be favorable. To the extent active trading markets do not develop, the liquidity and trading prices for the notes may be harmed. Accordingly, you
may be required to bear the financial risk of an investment in the notes for an indefinite period of time.

S-2
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and any documents we incorporate by reference herein or therein and oral statements
made from time to time by us may contain so called "forward-looking statements" (within the meaning of Section 27A of the Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act), all of which are based on
management's current expectations and are subject to risks and uncertainties which may cause results to differ materially from those set forth in the
statements. All statements that do not relate strictly to historical or current facts are forward-looking statements. One can generally identify these forward-
looking statements by their use of words such as "anticipates," "expects," "plans," "will," "estimates," "forecasts," "projects" and other words of similar
meaning, or negative variations of any of the foregoing. Forward-looking statements include statements about our growth strategy, future financial results,
new product development, pending or upcoming product approvals, product potential and development programs. One must carefully consider any such
statement and should understand that many factors could cause actual results to differ materially from our forward-looking statements. These factors
include assumptions and a broad variety of other known and unknown risks and uncertainties. No forward-looking statement can be guaranteed. We do not
assume the obligation to update any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements.
Although it is not possible to predict or identify all such factors, important factors that could cause actual results to differ materially from those in the
forward-looking statements include the following:

· Competition from generic and/or biosimilar products as our products lose patent protection.

· Increased "brand" competition in therapeutic areas important to our long-term business performance.

· The difficulties and uncertainties inherent in new product development. The outcome of the lengthy and complex process of new product
development is inherently uncertain. A drug candidate can fail at any stage of the process and one or more late-stage product candidates could
fail to receive regulatory approval. New product candidates may appear promising in development but fail to reach the market because of

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efficacy or safety concerns, the inability to obtain necessary regulatory approvals, the difficulty or excessive cost to manufacture and/or the
infringement of patents or intellectual property rights of others. Furthermore, the sales of new products may prove to be disappointing and fail
to reach anticipated levels.

· Pricing pressures, both in the United States and abroad, including rules and practices of managed care groups, judicial decisions and

governmental laws and regulations related to Medicare, Medicaid and health care reform, pharmaceutical reimbursement and pricing in
general.

· Changes in government laws and regulations, including laws governing intellectual property and the enforcement thereof affecting our

business.

· Efficacy or safety concerns with respect to marketed products, whether or not scientifically justified, leading to product recalls, withdrawals or

declining sales.

· Significant changes in customer relationships or changes in the behavior and spending patterns of purchasers of health care products and

services, including delaying medical procedures, rationing prescription medications, reducing the frequency of physician visits and foregoing
health care insurance coverage.

· Legal factors, including product liability claims, antitrust litigation and governmental investigations, including tax disputes, environmental

concerns and patent disputes with branded and generic competitors, any of which could preclude commercialization of products or negatively
affect the profitability of existing products.

· Cyber-attacks on our information technology systems, which could disrupt our operations.

· Lost market opportunity resulting from delays and uncertainties in the approval process of the U.S. Food and Drug Administration and foreign

regulatory authorities.

S-3
Table of Contents
· Increased focus on privacy issues in countries around the world, including the United States and the European Union. The legislative and
regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing amount of focus on privacy and data

protection issues with the potential to affect directly our business, including recently enacted laws in a majority of states in the United States
requiring security breach notification.

· Changes in tax laws, including changes related to the taxation of foreign earnings.

· Changes in accounting pronouncements promulgated by standard-setting or regulatory bodies, including the Financial Accounting Standards

Board and the U.S. Securities and Exchange Commission (the "SEC"), that are adverse to us.

· Economic factors over which we have no control, including changes in inflation, interest rates and foreign currency exchange rates.
This list should not be considered an exhaustive statement of all potential risks and uncertainties. See "Risk Factors" above as well as the risk factors
described in the documents incorporated herein by reference.

S-4
Table of Contents
USE OF PROCEEDS
The net proceeds of the offering after giving effect to the underwriting discounts and other offering expenses are estimated to be approximately $4.92
billion. We intend to use the net proceeds of the offering for general corporate purposes, including without limitation the repayment of outstanding
commercial paper borrowings and other indebtedness with upcoming maturities.

S-5
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CAPITALIZATION
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The following table sets forth the consolidated capitalization of Merck and its subsidiaries at December 31, 2018 on a historical basis and as adjusted
to reflect the issuance and sale of the notes.

December 31, 2018

Actual
As Adjusted

(in millions)

Short Term Debt:

Loans payable and current portion of long-term debt(1)

$ 5,308
$
5,308

Long-Term Debt:

Long-term debt(2)(3)

19,806

19,806
2.900% Notes due 2024 offered hereby

--

750
3.400% Notes due 2029 offered hereby

--

1,750
3.900% Notes due 2039 offered hereby

--

1,000
4.000% Notes due 2049 offered hereby

--

1,500

Total debt

$25,114
$
30,114
Equity:

Total Merck & Co., Inc. stockholders' equity

$26,701
$
26,701
Noncontrolling Interests

181

181

Total equity

26,882

26,882

Total capitalization

$51,996
$
56,996

(1)
Loans payable at December 31, 2018 included $5.1 billion of commercial paper borrowings.
(2)
Long-term debt at December 31, 2018 consisted of notes and debentures with maturities ranging from 2020 to 2045. In addition, $6.0 billion was
available for borrowing under our five-year credit facility maturing in June 2023.
(3)
Long-term debt includes $18.3 billion of Merck & Co., Inc. debt. The balance of long-term debt was issued by our subsidiaries. Long-term debt at
December 31, 2018 does not include the $5.0 billion of notes offered hereby.

S-6
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes offered hereby supplements the
general description of debt securities set forth in the accompanying prospectus under "Description of Debt Securities We May Offer." References to the
"notes" refer to the 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes, collectively. We qualify the description of the notes by reference to the
indenture as described below. The 2024 notes, the 2029 notes, the 2039 notes and the 2049 notes will each be issued as a separate series of debt securities
under the indenture.
The 2024 notes will initially be limited to $750,000,000 aggregate principal amount and will mature on March 7, 2024. The 2029 notes will initially
be limited to $1,750,000,000 aggregate principal amount and will mature on March 7, 2029. The 2039 notes will initially be limited to $1,000,000,000
aggregate principal amount and will mature on March 7, 2039. The 2049 notes will initially be limited to $1,500,000,000 aggregate principal amount and
will mature on March 7, 2049.
The notes are unsecured and will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding. The
notes will not be guaranteed by any of our subsidiaries and will therefore be structurally subordinated to all liabilities of our subsidiaries from time to time
outstanding, including any guarantees provided by our subsidiaries. As of December 31, 2018, the indebtedness of our subsidiaries totaled $1.7 billion and
certain of our subsidiaries also guaranteed $1.0 billion aggregate principal amount of our indebtedness.
We will issue the notes under the indenture, dated as of January 6, 2010 (the "base indenture") between us and U.S. Bank Trust National Association,
as trustee (the "trustee"), as supplemented with respect to each series of notes by an officers' certificate establishing the terms thereof. In this description of
the notes, the term "indenture" refers to the base indenture as supplemented separately by the officers' certificate for each series of notes. The terms of the
notes of each series include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The full defeasance and covenant defeasance provisions of the indenture described under "Description of Debt Securities We May Offer--
Defeasance" in the accompanying prospectus will apply to the notes.
Interest
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The notes will bear interest from March 7, 2019.
The 2024 notes will bear interest at a rate of 2.900% per annum, the 2029 notes will bear interest at a rate of 3.400% per annum, the 2039 notes will
bear interest at a rate of 3.900% per annum and the 2049 notes will bear interest at a rate of 4.000% per annum. Interest on the notes will be payable semi-
annually in arrears on March 7 and September 7 of each year, commencing on September 7, 2019, to the person in whose name such notes were registered
at the close of business on the preceding February 20 or August 23, as the case may be. Interest on the notes will be computed on the basis of a 360-day
year composed of twelve 30-day months. If any payment date for the notes is not a business day, we will make the payment on the next business day, but
we will not be liable for any additional interest as a result of the delay in payment. With respect to the notes, by business day, we mean any Monday,
Tuesday, Wednesday, Thursday or Friday which is not a day when banking institutions in the place of payment are authorized or obligated by law or
executive order to be closed.
Optional Redemption
We may, at our option, redeem some or all of the 2024 notes, the 2029 notes, the 2039 notes or the 2049 notes prior to the applicable Par Call Date
(as defined below) at any time or 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 or (ii) the sum of the

S-7
Table of Contents
present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the Reinvestment Rate (as defined below) plus 10 basis points with respect to the 2024 notes,
the Reinvestment Rate plus 12.5 basis points with respect to the 2029 notes, the Reinvestment Rate plus 15 basis points with respect to the 2039 notes and
the Reinvestment Rate plus 15 basis points with respect to the 2049 notes, plus, in each case, any interest accrued but not paid to the date of redemption.
We may redeem the 2024 notes, the 2029 notes, the 2039 notes or the 2049 notes, on or after the Par Call Date, in whole, or from time to time in part,
at a redemption price equal to 100% of the principal amount of the 2024 notes, the 2029 notes, the 2039 notes or the 2049 notes, as applicable, plus any
interest accrued but not paid to the date of redemption.
Notice of redemption will be provided on at least 30 days', but no more than 60 days', prior notice to the holders of that series of notes. The principal
amount of a note remaining outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.
The term "Par Call Date" means February 7, 2024, the date that is one month prior to the maturity of the 2024 notes, December 7, 2028, the date that
is three months prior to the maturity of the 2029 notes, September 7, 2038, the date that is six months prior to the maturity of the 2039 notes and September
7, 2048, the date that is six months prior to the maturity of the 2049 notes.
The "Reinvestment Rate" means, as determined on the third business day preceding the date the notice of redemption is provided, the arithmetic
mean of the yields under the respective heading "Week Ending" published in the most recent Statistical Release (as defined below) under the caption
"Treasury Constant Maturities" for the maturity, rounded to the nearest month, corresponding to the remaining life to the applicable Par Call Date, as of the
payment date of the principal being redeemed or paid. If no maturity exactly corresponds to such remaining life to the applicable Par Call Date, yields for
the two published maturities most closely corresponding to such remaining life to the applicable Par Call Date shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each
of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate, the most recent Statistical Release published prior to
the date of determination shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the treasury
yield in the above manner, then the treasury yield shall be determined in the manner that most closely approximates the above manner, as reasonably
determined by us in consultation with the trustee.
"Remaining Scheduled Payments" means, with respect to each 2024 note, 2029 note, 2039 note and 2049 note to be redeemed, the remaining
scheduled payments of principal and interest that would be due after the related redemption date but for the redemption if such series of notes matured on
the applicable Par Call Date. If the redemption date is not an interest payment date with respect to a note, the amount of the next succeeding scheduled
interest payment on the note will be reduced by the amount of interest accrued on the note to the redemption date.
"Statistical Release" means the statistical release designated "H.15 (519)" or any successor publication which is published weekly by the Federal
Reserve System and which reports yields on actively traded United States government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination, then such other reasonably comparable index which shall be designated by us.
If fewer than all of the notes of any series are to be redeemed, the trustee will select the particular notes or portions thereof for redemption from the
outstanding notes not previously called, pro rata or by lot, or in such other manner as we will direct.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof
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called for redemption.

S-8
Table of Contents
Further Issues
We may, without the consent of holders of any series of notes offered by this prospectus supplement, issue additional notes having the same ranking
and the same interest rate, maturity and other terms as the notes of that series. Any additional notes of any series, together with the outstanding notes of the
applicable series, will constitute a single series of notes under the indenture. No additional notes may be issued if an event of default has occurred and is
continuing with respect to the applicable series of notes. Additional notes cannot be issued under the same CUSIP number unless the additional notes and
original notes are fungible for U.S. federal income tax purposes.
Book-Entry System
Upon issuance, the notes of each series will be represented by one or more global notes. Each global note will be deposited with, or on behalf of, The
Depository Trust Company, as depository, and registered in the name of a nominee of the depository.
Investors may elect to hold interests in the global notes held by the depository through Clearstream Banking, S.A. ("Clearstream, Luxembourg") or
Euroclear Bank S.A./N.V., as operator of the Euroclear System (the "Euroclear operator") if they are participants of such systems, or indirectly through
organizations that are participants in such systems. Clearstream, Luxembourg and the Euroclear operator will hold interests on behalf of their participants
through customers' securities accounts in Clearstream, Luxembourg's and the Euroclear operator's names on the books of their respective depositories,
which in turn will hold such interests in customers' securities accounts in the depositories' names on the books of the depository. Citibank, N.A. will act as
depository for Clearstream, Luxembourg, and JPMorgan Chase Bank will act as depository for the Euroclear operator (in such capacities, the "U.S.
depositories.") Because holders will acquire, hold and transfer security entitlements with respect to the notes through accounts with DTC and its
participants, including Clearstream, Luxembourg, the Euroclear operator and their participants, a beneficial holder's rights with respect to the notes will be
subject to the laws (including Article 8 of the Uniform Commercial Code) and contractual provisions governing a holder's relationship with its securities
intermediary and the relationship between its securities intermediary and each other securities intermediary and between it and us, as the issuer. Except as
set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of the depository or to a successor of the depository
or its nominee.
Ownership of beneficial interests in a global note will be limited to institutions that have accounts with the depository or its nominee or persons that
may hold interests through participants. We have been advised by the depository that upon receipt of any payment of principal of, or interest on, a global
note, the depository will credit, on its book-entry registration and transfer system, accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global notes as shown on the records of the depository. Ownership of beneficial interests by
participants in the global note will be evidenced only by, and the transfer of that ownership interest will be effected only through, records maintained by
the depository or its nominee. Ownership of beneficial interests in the global note by persons that hold through participants will be evidenced only by, and
the transfer of that ownership interest within such participant will be effected only through, records maintained by participants. The laws of some
jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to
transfer beneficial interests in the global note.
Payment of principal of, and interest on, any global note registered in the name of or held by the depository or its nominee will be made to the
depository or its nominee, as the case may be, as the registered owner of the global note. Payments by participants to owners of beneficial interests in a
global note held through the participants will be governed by standing instructions and customary practices, as is now the case with securities held for the
accounts of customers registered in "street name," and will be the sole responsibility of the participants. None of us, the trustee, the underwriters, nor any
agent of ours or the trustee will have any

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responsibility or liability for any aspects of the depository's records or any participant's records relating to, or payments made on account of, beneficial
ownership interests in a global note or for maintaining, supervising or reviewing any of the depository's records or any participant's records relating to the
beneficial ownership interests.
No global note may be transferred except as a whole by the depository to a nominee of the depository or by a nominee of the depository to the
depository or another nominee of the depository.
No global note may be exchanged in whole or in part for notes registered, and no transfer of a global note in whole or in part may be registered, in
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the name of any person other than the depository or any nominee of the depository unless (i) the depository has notified us that it is unwilling or unable to
continue as depository for such global note or has ceased to be qualified to act as such as required by the indenture, (ii) there has occurred and is continuing
an event of default with respect to the notes or (iii) we determine in our sole discretion at any time that the global note shall be so exchangeable.
Any global note that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for separate notes in registered form of any
authorized denomination and of like tenor and aggregate principal amount. These notes shall be registered in the name or names of such person or persons
as the depository instructs the trustee. We expect that these instructions would be based upon directions received by the depository from its participants
with respect to ownership of beneficial interests in such global note.
As long as the depository, or its nominee, is the registered holder of a note, the depository or such nominee, as the case may be, will be considered
the sole owner and holder of such global note for all purposes under the notes and the indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a global note will not be entitled to have such global note registered in their names, will not receive or be entitled to
receive physical delivery of notes in exchange therefor and will not be considered to be the owners or holders of such global note for any purpose under
the notes or the indenture. Accordingly, each person owning a beneficial interest in the global note must rely on the procedures of the participant through
which such person owns its interest to exercise any rights of a holder under the indenture.
The indenture provides that the depository, as a holder, may appoint agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver, or other action which a holder is entitled to give or take under the indenture.
The depository has advised us as follows: the depository 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. The
depository was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions, such as transfers and
pledges, among its participants in these securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating
the need for physical movement of securities certificates. The depository's participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations, some of whom (and/or their representatives) own the depository. Access to the depository's book-entry
system is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
Clearstream, Luxembourg advises that it is a limited liability company organized under Luxembourg law. Clearstream, Luxembourg holds securities
for its participating organizations ("Clearstream, Luxembourg participants") and facilitates the clearance and settlement of securities transactions between
Clearstream, Luxembourg participants through electronic book-entry transfers between their accounts, thereby eliminating the need for physical movement
of securities. Clearstream, Luxembourg provides to Clearstream, Luxembourg

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participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg interfaces with domestic securities markets in several countries through established depository and
custodial relationships. Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Luxembourg
Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream, Luxembourg participants are
world-wide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Clearstream,
Luxembourg's U.S. customers are limited to securities brokers and dealers and banks. Indirect access to Clearstream, Luxembourg is also available to other
institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg
customer. Clearstream, Luxembourg has established an electronic bridge with the Euroclear operator to facilitate settlement of trades between Clearstream,
Luxembourg and the Euroclear operator.
Distributions with respect to the notes held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream,
Luxembourg participants in accordance with its rules and procedures, to the extent received by the U.S. depository for Clearstream, Luxembourg.
The Euroclear operator advises that the Euroclear System 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, thereby eliminating the
need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. The Euroclear System is operated by
Euroclear Bank S.A./N.V. (the "Euroclear operator") under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. The
Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission and the National Bank of Belgium. 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, 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.
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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 the Euroclear System, withdrawals of securities and cash from the Euroclear System, and receipts
of payments with respect to securities in the Euroclear System. All securities in the Euroclear System 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 with respect to the notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants
in accordance with the terms and conditions, to the extent received by the U.S. depository for the Euroclear operator.
Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the
Euroclear operator or the depository, as the case may be, in accordance with their respective procedures. Book-entry interests in the notes may be
transferred within Clearstream, Luxembourg and within the Euroclear System and between Clearstream, Luxembourg and the Euroclear System in
accordance with procedures established for these purposes by Clearstream, Luxembourg and the Euroclear operator. Book-entry interests in the notes may
be transferred within the depository in accordance with procedures established for this purpose by the depository. Transfers of book-entry interests in the
notes among Clearstream, Luxembourg and the Euroclear operator and the depository may be effected in accordance with procedures established for this
purpose by Clearstream, Luxembourg, the Euroclear operator and the depository.

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Secondary market trading between Clearstream, Luxembourg participants and/or Euroclear participants will occur in the ordinary way in accordance
with the applicable rules and operating procedures of Clearstream, Luxembourg and the Euroclear System 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 the depository on the one hand, and directly or indirectly through
Clearstream, Luxembourg participants or Euroclear participants, on the other, will be effected through the depository in accordance with the depository's
rules on behalf of the relevant European international clearing system by its U.S. depository; however, these cross-market transactions will require delivery
of instructions to the relevant European international clearing system by the counterparty in the clearing 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. depository to take action to effect final settlement on its behalf by delivering interests in the notes to or
receiving interests in the notes from the depository, and making or receiving payment in accordance with normal procedures for same-day funds settlement
applicable to the depository. Clearstream, Luxembourg participants and Euroclear participants may not deliver instructions directly to their respective U.S.
depositories.
Because of time-zone differences, credits of interests in the notes received in Clearstream, Luxembourg or the Euroclear system as a result of a
transaction with a depository participant will be made during subsequent securities settlement processing and dated the business day following the
depository settlement date. Credits of interests or any transactions involving interests in the notes received in Clearstream, Luxembourg or the Euroclear
System as a result of a transaction with a depository participant and settled during subsequent securities settlement processing will be reported to the
relevant Clearstream, Luxembourg participants or Euroclear participants on the business day following the depository settlement date. Cash received in
Clearstream, Luxembourg or the Euroclear System as a result of sales of interests in the notes by or through a Clearstream, Luxembourg customer or a
Euroclear participant to a depository participant will be received with value on the depository settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in the depository.
Although the depository, Clearstream, Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers
of interests in the notes among participants of the depository, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue
to perform the foregoing procedures and these procedures may be changed or discontinued at any time.
Governing Law
The indenture and the notes will be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to
agreements made or instruments entered into and performed in New York State.
Open Market Purchases
We may at any time and from time to time purchase notes in the open market or otherwise.
The Trustee, Paying Agent and Security Registrar
U.S. Bank Trust National Association is the trustee, paying agent and security registrar with respect to the notes. U.S. Bank Trust National
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