Obligation Merck & Co 2.45% ( US58933YBB02 ) en USD

Merck & Co

62.47 % ▲

Etas-Unis

US58933YBB02 ( en USD )

2.45% par an ( paiement semestriel )

24/06/2050

Prospectus brochure de l'obligation Merck & Co US58933YBB02 en USD 2.45%, échéance 24/06/2050

2 000 USD

1 250 000 000 USD

58933YBB0

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

24/06/2024 ( Dans 37 jours )

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YBB02, paye un coupon de 2.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/06/2050

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YBB02, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Merck & Co ( Etas-Unis ) , en USD, avec le code ISIN US58933YBB02, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d785444d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224017
CALCULATION OF REGISTRATION FEE

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

registered
security

price

fee (1)

0.750% Notes due 2026
$1,000,000,000 99.497% $ 994,970,000 $129,147.11
1.450% Notes due 2030
$1,250,000,000 99.141% $1,239,262,500 $160,856.28
2.350% Notes due 2040
$1,000,000,000 99.005% $ 990,050,000 $128,508.49
2.450% Notes due 2050
$1,250,000,000 97.645% $1,220,562,500 $158,429.02

Total
$4,500,000,000
$4,444,845,000 $576,940.90

(1)
The filing fee of $576,940.90 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)
$4,500,000,000

Merck & Co., Inc.
$1,000,000,000 0.750% Notes due 2026
$1,250,000,000 1.450% Notes due 2030
$1,000,000,000 2.350% Notes due 2040
$1,250,000,000 2.450% Notes due 2050

We are offering $1,000,000,000 aggregate principal amount of our 0.750% Notes due 2026 (the "2026 notes"), $1,250,000,000 aggregate principal amount of our 1.450%
Notes due 2030 (the "2030 notes"), $1,000,000,000 aggregate principal amount of our 2.350% Notes due 2040 (the "2040 notes") and $1,250,000,000 aggregate principal amount of
our 2.450% Notes due 2050 (the "2050 notes"). We refer to the 2026 notes, the 2030 notes, the 2040 notes and the 2050 notes collectively as the "notes."
Interest on the 2026 notes is payable on February 24 and August 24 of each year, beginning on February 24, 2021. Interest on the 2030 notes, the 2040 notes and the 2050
notes is payable on June 24 and December 24 of each year, beginning on December 24, 2020. The 2026 notes will mature on February 24, 2026, the 2030 notes will mature on June
24, 2030, the 2040 notes will mature on June 24, 2040 and the 2050 notes will mature on June 24, 2050.
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-3 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 2026 note

99.497%

0.350%

99.147%
Total

$ 994,970,000
$ 3,500,000
$
991,470,000
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
Per 2030 note

99.141%

0.450%

98.691%
Total

$1,239,262,500
$ 5,625,000
$ 1,233,637,500
Per 2040 note

99.005%

0.750%

98.255%
Total

$ 990,050,000
$ 7,500,000
$
982,550,000
Per 2050 note

97.645%

0.800%

96.845%
Total

$1,220,562,500
$10,000,000
$ 1,210,562,500

(1)
Plus accrued interest from June 24, 2020, if settlement occurs after that date.
Interest on the notes will accrue from June 24, 2020. 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 June 24, 2020.

Joint Book-Running Managers

BNP PARIBAS

BofA Securities

Citigroup
Deutsche Bank Securities
Co-Managers

Credit Suisse

Goldman Sachs & Co. LLC
J.P. Morgan
Morgan Stanley

Santander
DNB Markets

HSBC

ING

SOCIETE GENERALE

Standard Chartered Bank
Siebert Williams Shank

R. Seelaus & Co., LLC
June 16, 2020
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-3
FORWARD-LOOKING STATEMENTS
S-4
USE OF PROCEEDS
S-6
CAPITALIZATION
S-7
DESCRIPTION OF THE NOTES
S-8
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
S-14
UNDERWRITING
S-20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-26
VALIDITY OF THE NOTES
S-27
EXPERTS
S-27
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
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
Company Overview
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 three operating segments, which are the Pharmaceutical,
Animal Health and Healthcare Services 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 a wide range of veterinary pharmaceutical and vaccine products, as well
as health management solutions and services, for the prevention, treatment and control of disease in all major livestock and companion animal species. We
also offer an extensive suite of digitally connected identification, traceability and monitoring products. We sell our products to veterinarians, distributors
and animal producers.
The Healthcare Services segment provided services and solutions that focus on engagement, health analytics and clinical services to improve the
value of care delivered to patients. We have been in the process of divesting the businesses in the Healthcare Services segment. The remaining businesses
were divested during the first quarter of 2020. While we continue to look for investment opportunities in this area of health care, the approach to these
investments has shifted toward venture capital investments in third parties as opposed to wholly-owned businesses.
Planned Spin-Off of Women's Health, Legacy Brands and Biosimilars into a New Company
In February 2020, we announced our intention to spin-off (the "Spin-Off") products from our women's health, trusted legacy brands and biosimilars
businesses into a new, independent, publicly traded company named Organon & Co. ("Organon") through a distribution of Organon's publicly traded stock
to our shareholders. The distribution is expected to qualify as tax-free to us and our shareholders for U.S. federal income tax purposes. The legacy brands
included in the transaction consist of dermatology, non-opioid pain, respiratory, and select cardiovascular products including Zetia (ezetimibe) and Vytorin
(ezetimibe and simvastatin), as well as the rest of our diversified brands franchise. Our existing research pipeline programs will continue to be owned and
developed within Merck as planned. Organon will have development capabilities initially focused on late-stage development and life-cycle management,
and is expected over time to develop research capabilities in selected therapeutic areas. The products to be spun off into Organon, which represent
approximately 50% of Merck's human health products and approximately 60% of Merck's human health SKUs, are expected to account for approximately
15% of Merck's 2020 human health revenues, subject to the disruptive effects of the COVID-19 pandemic discussed in "Item 1A. Risk Factors" in our
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020. The Spin-Off is expected to be completed in the first half of 2021, subject
to market and certain other conditions. Merck expects to receive $8.0 billion to $9.0 billion through a special tax-free dividend from Organon upon
completion of the Spin-Off. See "Item 1A. Risk Factors--Risks Related to the Proposed Spin-Off of NewCo" in our Annual Report on Form 10-K for the
year ended December 31, 2019 incorporated by reference herein.

https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5

S-1
Table of Contents
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-2
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, 2019, and in our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020 with respect to COVID-19, 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 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 March 31, 2020, 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 March 31, 2020, 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-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
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, development programs, the Spin-Off and the COVID-19 pandemic.
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, including some that are
known and some that are not. 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

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 or third-party providers' information technology systems, which could disrupt our operations.

S-4
Table of Contents
·
Lost market opportunity resulting from delays and uncertainties in the approval process of the U.S. Food and Drug Administration and

foreign regulatory authorities.

·
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.

·
The impact of the recent global outbreak of COVID-19.

·
Economic factors over which we have no control, including changes in inflation, interest rates and foreign currency exchange rates.
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5

·
The proposed Spin-Off might be delayed or the costs to complete the Spin-Off might be more significant than expected.
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-5
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 $4.41
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-6
Table of Contents
CAPITALIZATION
The following table sets forth the consolidated capitalization of Merck and its subsidiaries at March 31, 2020 on a historical basis and as adjusted to
reflect the issuance and sale of the notes.

March 31, 2020

Actual
As Adjusted

(in millions)

Short Term Debt:

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

$ 6,361
$
6,361
Long-Term Debt:

Long-term debt(2)(3)

21,637

21,637
0.750% Notes due 2026 offered hereby(4)

--

1,000
1.450% Notes due 2030 offered hereby(4)

--

1,250
2.350% Notes due 2040 offered hereby(4)

--

1,000
2.450% Notes due 2050 offered hereby(4)

--

1,250

Total debt

$27,998
$
32,498
Equity:

Total Merck & Co., Inc. stockholders' equity

$26,205
$
26,205
Noncontrolling Interests

95

95

Total equity

26,300

26,300

Total capitalization

$54,298
$
58,798

(1)
Loans payable at March 31, 2020 included $5.0 billion of commercial paper borrowings.
(2)
Long-term debt at March 31, 2020 consisted of notes and debentures with maturities ranging from 2021 to 2049. In addition, $6.0 billion was
available for borrowing under our five-year credit facility maturing in June 2024.
(3)
Long-term debt includes $21.3 billion of Merck & Co., Inc. debt. The balance of long-term debt was issued by our subsidiaries. Long-term debt at
March 31, 2020 does not include the $4.5 billion of notes offered hereby.
(4)
Reflects the aggregate principal amount of notes offered hereby and does not give effect to unamortized debt discount and debt issuance costs.

S-7
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms of the 2026 notes, the 2030 notes, the 2040 notes and the 2050 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
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
"notes" refer to the 2026 notes, the 2030 notes, the 2040 notes and the 2050 notes, collectively. We qualify the description of the notes by reference to the
indenture as described below. The 2026 notes, the 2030 notes, the 2040 notes and the 2050 notes will each be issued as a separate series of debt securities
under the indenture.
The 2026 notes will initially be limited to $1,000,000,000 aggregate principal amount and will mature on February 24, 2026. The 2030 notes will
initially be limited to $1,250,000,000 aggregate principal amount and will mature on June 24, 2030. The 2040 notes will initially be limited to
$1,000,000,000 aggregate principal amount and will mature on June 24, 2040. The 2050 notes will initially be limited to $1,250,000,000 aggregate
principal amount and will mature on June 24, 2050.
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 March 31, 2020, 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
The notes will bear interest from June 24, 2020.
The 2026 notes will bear interest at a rate of 0.750% per annum, the 2030 notes will bear interest at a rate of 1.450% per annum, the 2040 notes will
bear interest at a rate of 2.350% per annum and the 2050 notes will bear interest at a rate of 2.450% per annum. Interest on the 2026 notes will be payable
semi-annually in arrears on February 24 and August 24 of each year, commencing February 24, 2021, to the person in whose name such notes were
registered at the close of business on the preceding February 9 or August 9, as the case may be. Interest on the 2030 notes, the 2040 notes and the 2050
notes will be payable semi-annually in arrears on June 24 and December 24 of each year, commencing on December 24, 2020, to the person in whose
name such notes were registered at the close of business on the preceding June 9 or December 9, 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 2026 notes, the 2030 notes, the 2040 notes or the 2050 notes prior to the applicable Par Call Date
(as defined below) at any time or from time to time, at a

S-8
Table of Contents
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 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 2026 notes, the Reinvestment Rate plus 15 basis
points with respect to the 2030 notes, the Reinvestment Rate plus 15 basis points with respect to the 2040 notes and the Reinvestment Rate plus 20 basis
points with respect to the 2050 notes, plus, in each case, any interest accrued but not paid to the date of redemption.
We may redeem the 2026 notes, the 2030 notes, the 2040 notes or the 2050 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 2026 notes, the 2030 notes, the 2040 notes or the 2050 notes, as applicable, plus any
interest accrued but not paid to the date of redemption.
Notice of redemption will be provided on at least 10 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.
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
The term "Par Call Date" means January 24, 2026, the date that is one month prior to the maturity of the 2026 notes, March 24, 2030, the date that is
three months prior to the maturity of the 2030 notes, December 24, 2039, the date that is six months prior to the maturity of the 2040 notes and December
24, 2049, the date that is six months prior to the maturity of the 2050 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 2026 note, 2030 note, 2040 note and 2050 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.

S-9
Table of Contents
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
called for redemption.
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
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
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

S-10
Table of Contents
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 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
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,

S-11
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

424B5
Table of Contents
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 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.
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

S-12
Table of Contents
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.
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
https://www.sec.gov/Archives/edgar/data/310158/000119312520172583/d785444d424b5.htm[6/19/2020 9:30:14 AM]

Document Outline

#1">
- #1">