Bond Archdale Midland 2.75% ( US039482AA29 ) in USD

Archdale Midland

105.449 % ⇌

United States

US039482AA29 ( in USD )

2.75% per year ( payment 2 times a year)

26/03/2025 - Bond has expired

Prospectus brochure of the bond Archer Daniels Midland US039482AA29 in USD 2.75%, expired

039482AA2

Archer Daniels Midland (ADM) is a global food processing and commodities trading corporation involved in the origination, processing, and distribution of agricultural products.

A significant development in the fixed-income market concerns a specific bond instrument previously issued by Archer Daniels Midland (ADM), a globally recognized leader in agricultural origination and processing, headquartered in the United States and playing a critical role in the global food supply chain by transforming crops into a wide array of ingredients for food, beverages, industrial, and animal nutrition sectors through its vast network from farm to market. The bond in question, identified by its ISIN US039482AA29 and CUSIP 039482AA2, was a U.S.-issued debt security denominated in United States Dollars (USD), carrying a fixed annual interest rate of 2.75% with interest payments distributed semi-annually to bondholders, and while actively traded, this instrument had shown robust market performance, with its price reaching approximately 105.449% of its par value prior to its expiration, having now successfully reached its scheduled maturity date on March 26, 2025, and subsequently undergone full redemption, signifying the complete repayment of its principal amount along with any final accrued interest to its investors, thereby concluding this financial commitment on Archer Daniels Midland's books.

424B5
424B5 1 d891452d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-219723
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount To Be
Offering Price
Aggregate
Amount of
Title of Each Class of Securities To Be Registered

Registered

Per Security

Offering Price

Registration Fee(1)
2.750% Notes due 2025

$500,000,000

98.811%

$494,055,000

$64,128.34
3.250% Notes due 2030

$1,000,000,000

99.223%

$992,230,000

$128,791.45
Total

$1,500,000,000

---

$1,486,285,000

$192,919.79

(1)
The total filing fee of $192,919.79 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").

Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 4, 2017)
$1,500,000,000

ARCHER-DANIELS-MIDLAND COMPANY
$500,000,000 2.750% Notes Due 2025
$1,000,000,000 3.250% Notes Due 2030
We are offering $500,000,000 aggregate principal amount of our 2.750% notes due 2025 (the "2025 notes") and $1,000,000,000 aggregate principal
amount of our 3.250% notes due 2030 (the "2030 notes" and, together with the 2025 notes, the "notes"). The 2025 notes will bear interest at 2.750% per annum and the
2030 notes will bear interest at 3.250% per annum. Interest on the notes is payable semi-annually in arrears on each March 27 and September 27, beginning on
September 27, 2020. The 2025 notes will mature on March 27, 2025 and the 2030 notes will mature on March 27, 2030.
We may redeem the notes, at our option at any time, either in whole or in part, at the redemption prices described under the heading "Description
of the Notes--Optional Redemption." If a Change of Control Triggering Event as described under "Description of the Notes--Change of Control" occurs with respect
to a series of notes, we will be required to offer to repurchase the notes of such series at a price in cash equal to 101% of the aggregate principal amount of the notes
repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to, but excluding, the repurchase date, unless the notes of such series have been
previously redeemed or called for redemption.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured obligations from
time to time outstanding. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the notes involves risks, including those that are described under "Risk Factors" beginning on page S-5 of this prospectus
supplement and the risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents we file with the U.S. Securities
and Exchange Commission that are incorporated by reference herein.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.

https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5

Per 2025 Note
Total

Per 2030 Note
Total

Price to Public(1)

98.811%
$494,055,000

99.223%
$992,230,000
Underwriting Discount

0.350%
$
1,750,000

0.450%
$
4,500,000
Proceeds, Before Expenses, to us

98.461%
$492,305,000

98.773%
$987,730,000

(1)
Plus accrued interest from March 27, 2020 if the settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, S.A., and Euroclear Bank SA/NV, on or about March 27, 2020.
Joint Book-Running Managers

Citigroup

J.P. Morgan
BofA Securities
BNP

PARIBAS

MUFG
Co-Managers
Barclays

Deutsche Bank Securities
March 25, 2020
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement

S-i
Prospectus Supplement Summary

S-1
Risk Factors

S-5
Use of Proceeds

S-7
Description of the Notes

S-8
Material United States Federal Income Tax Considerations

S-18
Underwriting (Conflicts of Interest)

S-23
Legal Matters

S-28
Prospectus

About This Prospectus

1
Where You Can Find More Information

2
The Company

3
Use of Proceeds

4
Ratio of Earnings to Fixed Charges and Earnings To Combined Fixed Charges And Preferred Stock Dividends

5
Description of Debt Securities

6
Description of Capital Stock

20
Description of Warrants

22
Description of Stock Purchase Contracts and Stock Purchase Units

24
Plan of Distribution

25
Legal Matters

26
Experts

26
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized. We have not, and the underwriters have not, authorized any other
person to provide you with different or additional information. If anyone provides you with different or additional information, you should not
rely on it. We are not, and the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus
and the documents incorporated by reference herein is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Table of Contents
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of the notes. The
second part is the prospectus dated August 4, 2017, which is part of our Registration Statement on Form S-3 (No. 333-219723).
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will supersede that
information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we have authorized in making your investment decision. You should also read and consider the
information in the documents to which we have referred you in "Where You Can Find More Information" in the accompanying prospectus.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference
in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized and, if given or made, such information or
representations must not be relied upon as having been authorized. This prospectus supplement, the accompanying prospectus and any free writing
prospectus we have authorized do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes described in this
prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus supplement, the accompanying prospectus or any such free writing prospectus, nor any sale made
hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or
that the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any such free writing prospectus
is correct as of any time subsequent to the date of such information.
In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to "we," "us," "our," the "Company"
and "ADM" refer to Archer-Daniels-Midland Company and its consolidated subsidiaries. If we use a capitalized term in this prospectus supplement and do
not define the term in this document, it is defined in the accompanying prospectus.
The distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized and the
offering or sale of the notes in some jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute
an offer, or an invitation on our behalf or the underwriters or any of them, to subscribe to or purchase any of the notes, and may not be used for or in
connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. See "Underwriting (Conflicts of Interest)."

S-i
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering. It may not contain all of the information that is important
to you in deciding whether to purchase the notes. We encourage you to read the entirety of the prospectus supplement, the accompanying prospectus,
any free writing prospectus we have authorized and the documents that we have filed with the U.S. Securities and Exchange Commission (the "SEC")
that are incorporated by reference herein and therein prior to deciding whether to purchase the notes.
Archer-Daniels-Midland Company
We are a global leader in human and animal nutrition and one of the world's premier agricultural origination and processing
companies. We work with customers to bring a wide array of natural products including proteins, flavors, colors, flours, fibers, and more together
into unique and innovative solutions to meet consumer needs. In addition, we offer a deep portfolio of plant-based products for other uses, such as
replacing petroleum-based plastics. We operate an extensive global grain elevator and transportation network to procure, store, clean, and transport
agricultural commodities, such as oilseeds, corn, wheat, milo, oats, and barley, as well as products derived from those inputs. In addition, we have
significant investments in joint ventures that aim to expand or enhance the market for our products or offer other benefits including, but not limited to,
geographic or product-line expansion.
We were incorporated in Delaware in 1923 as the successor to a business formed in 1902. Our executive offices are located at 77
West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Our telephone number is (312) 634-8100. We maintain an internet website at
http://www.adm.com. Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying
prospectus, and you should not consider information contained on our website as part of this prospectus supplement or the accompanying prospectus.
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5

S-1
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to
important limitations and exceptions. See "Description of the Notes" for a more detailed description of the terms and conditions of the notes.

Issuer
Archer-Daniels-Midland Company

Securities Offered
$500,000,000 aggregate principal amount of 2.750% notes due 2025.

$1,000,000,000 aggregate principal amount of 3.250% notes due 2030.

Maturity
The 2025 notes will mature on March 27, 2025.

The 2030 notes will mature on March 27, 2030.

Interest and Interest Payment Dates
Interest on the 2025 notes will accrue at 2.750% per annum from March 27, 2020. Interest on
the 2025 notes will be payable semi-annually in arrears on each of March 27 and September
27, beginning on September 27, 2020.

Interest on the 2030 notes will accrue at 3.250% per annum from March 27, 2020. Interest on

the 2030 notes will be payable semi-annually in arrears on each of March 27 and September
27, beginning on September 27, 2020.

Optional Redemption
We may redeem the 2025 notes at our option, either in whole at any time or in part from
time to time prior to February 27, 2025 (one month prior to the maturity date of the 2025
notes, the "One Month Par Call Date"), at a redemption price equal to the greater of (1)
100% of the principal amount of the 2025 notes being redeemed or (2) the sum of the present
values of the remaining scheduled payments of principal and interest that would have been
payable if the 2025 notes being redeemed on that redemption date matured on the One Month
Par Call Date (excluding interest accrued to the redemption date), discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at a discount rate equal to the Treasury Rate plus 40 basis points, plus, in
each case, accrued and unpaid interest on the 2025 notes being redeemed to, but excluding,
the redemption date.

We may also redeem the 2025 notes at our option, either in whole at any time or in part from
time to time on and after the One Month Par Call Date at a redemption price equal to 100%

of the principal amount of the 2025 notes being redeemed, plus accrued and unpaid interest
on the 2025 notes being redeemed to, but excluding, the redemption date.

We may redeem the 2030 notes at our option, either in whole or at any time or in part from
time to time prior to December 27, 2029 (three months prior to the maturity date of the 2030
notes, the "Three Month Par Call Date"), at a redemption price equal to the greater of (1)

100% of the principal amount of the 2030 notes being redeemed or (2) the sum of the present
values of the remaining scheduled payments of principal and interest that would have been
payable if the 2030 notes being redeemed on that redemption date matured on the

S-2
Table of Contents
Three Month Par Call Date (excluding interest accrued to the redemption date), discounted
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at a discount rate equal to the Treasury Rate plus 40 basis points, plus, in
each case, accrued and unpaid interest on the 2030 notes being redeemed to, but excluding,
the redemption date.

We may also redeem the 2030 notes at our option, either in whole at any time or in part from
time to time on and after the Three Month Par Call Date at a redemption price equal to 100%
of the principal amount of the 2030 notes being redeemed, plus accrued and unpaid interest
on the 2030 notes being redeemed to, but excluding, the redemption date.

Repurchase at the Option of Holders
If a "Change of Control Triggering Event" as described under "Description of the Notes--
Upon a Change of Control Triggering
Change of Control" occurs with respect to a series of notes, we will be required to offer to
Event
repurchase the notes of such series at a price equal to 101% of the principal amount thereof
together with accrued and unpaid interest, as described under "Description of the Notes--
Change of Control" unless such series of notes have been previously redeemed or called for
redemption.

Denominations
We will issue notes in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Ranking
The notes will be our senior unsecured obligations and will rank equally in right of payment
with all of our other senior unsecured obligations from time to time outstanding.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate purposes,
which may include, without limitation, repayment of commercial paper borrowings. See "Use
of Proceeds." The underwriters may have a "conflict of interest" under Rule 5121(f)(5)(C)(ii)
of the Financial Industry Regulatory Authority, Inc. Conduct Rules. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest."

Further Issuances
We may from time to time, without notice to or the consent of the holders of a series of
notes, create and issue additional debt securities having the same terms as such notes (except
for the issue date and, in some cases, the public offering price, the initial interest accrual date
and the initial interest payment date), ranking equally and ratably with such series of notes in
all respects, as described under "Description of the Notes--Further Issuances." Any
additional debt securities having such similar terms, together with the notes of the applicable
series, will constitute a single series of securities under the indenture.

Book-Entry
We will issue the notes of each series in the form of one or more fully registered global notes
registered in the name of the nominee of The

S-3
Table of Contents
Depository Trust Company, or "DTC." Beneficial interests in the notes will be represented
through book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct or indirect participants in DTC. Clearstream Banking, S.A. and Euroclear Bank
SA/NV will hold interests on behalf of their participants through their respective U.S.

depositaries, which in turn will hold such interests in accounts as participants of DTC.
Except in the limited circumstances described in this prospectus supplement, owners of
beneficial interests in the notes will not be entitled to have notes registered in their names,
will not receive or be entitled to receive notes in definitive form and will not be considered
holders of notes under the indenture.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" and the other information included
in or incorporated by reference into this prospectus supplement and the accompanying
prospectus for a discussion of factors you should carefully consider before deciding to
purchase the notes.
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5

Trustee and Securities Registrar
The Bank of New York Mellon

Governing Law
New York

S-4
Table of Contents
RISK FACTORS
You should carefully consider the following risk factors, the risk factors described in Item 1A of our Annual Report on Form 10-K for
the year ended December 31, 2019 as well as the other information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before making an investment decision. The following is not intended as, and should not be construed as, an exhaustive list of
relevant risk factors. There may be other risks that a prospective investor should consider that are relevant to its own particular circumstances or
generally.
We face risks related to health epidemics, pandemics and similar outbreaks.
We are monitoring the global outbreak of the novel coronavirus (COVID-19) and taking steps to mitigate the potential risks to us posed
by its spread, including working with our customers, employees, suppliers, local communities and other stakeholders. COVID-19 or other health
epidemics, pandemics or similar outbreaks could impact our operations if significant portions of our workforce are unable to work effectively, including
because of illness, quarantines, government actions, facility closures or other restrictions. In such circumstances, we may be unable to perform fully on our
contracts, our supply chain may be affected and our costs may increase. These cost increases may not be fully recoverable or adequately covered by
insurance. We cannot at this time predict the impact of the COVID-19 pandemic on our future financial or operational results, but the impact could be
material over time.
The notes will be effectively subordinated to the existing and future liabilities of our subsidiaries.
The notes will be our senior unsecured obligations and will rank equal in right of payment to our other senior unsecured obligations
from time to time outstanding. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets securing their
loans will be prior to any claim of the holders of the notes with respect to those assets. As of December 31, 2019, we had $7.7 billion in aggregate
principal amount of long-term debt, including current maturities, and no material secured indebtedness.
Our subsidiaries are separate and distinct legal entities from us. Our subsidiaries have no obligation to pay any amounts due on the notes
or to provide us with funds to meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments. In
addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our
subsidiaries will also be contingent upon the subsidiaries' earnings and business considerations. Our right to receive any assets of any of our subsidiaries
upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively
subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of our subsidiaries, our right
as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by
us.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of debt that may be incurred by
us. Our incurrence of additional debt may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy
our obligations with respect to the notes and a loss in the trading value of your notes, if any.
If active trading markets do not develop for the notes, you may be unable to sell your notes or to sell your notes at the prices that you deem sufficient.
Each series of notes is a new issue of securities for which there currently is no established trading market. We do not intend to list the
notes on a national securities exchange. While the underwriters of the notes

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
have advised us that they intend to make a market in the notes of each series, the underwriters will not be obligated to do so and may stop their market-
making at any time. No assurance can be given:

·
that markets for the notes will develop or continue;

·
as to the liquidity of any market that does develop; or

·
as to your ability to sell any notes that you may own or the prices at which you may be able to sell your notes.
Our credit ratings may not reflect all risks of your investments in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated
changes in our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at any time
by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
Upon the occurrence of specific kinds of Change of Control events with respect to a series of notes, unless we have exercised our right
to redeem such notes, each holder of the notes of such series will have the right to require us to repurchase all or any part of that holder's notes at a price
equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. If we experience a Change of
Control Triggering Event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the
applicable series of notes. Our failure to repurchase a series of notes as required under the indenture governing such notes would result in a default under
such notes, which could have material adverse consequences for us and the holders of such notes. See "Description of the Notes--Change of Control."

S-6
Table of Contents
USE OF PROCEEDS
We expect the net proceeds to us from the sale of the notes to be approximately $1,476,965,000, after deducting the underwriting
discount and commissions and our estimated offering expenses. We intend to use the net proceeds from the sale of the notes for general corporate
purposes, which may include, without limitation, repayment of commercial paper borrowings. As of March 1, 2020, our outstanding commercial paper
indebtedness was $2.8 billion, had a weighted average interest of 1.38% and a weighted average maturity of 12 days.
To the extent that net proceeds from this offering are applied to repay outstanding commercial paper held by any of the underwriters or
their respective affiliates, they will receive proceeds of this offering through the repayment of that indebtedness. If 5% or more of the net proceeds of this
offering (not including underwriting discounts) is used to repay such commercial paper held by the underwriters or their respective affiliates, this offering
will be conducted in accordance with Rule 5121 of the FINRA Conduct Rules. In such event, the underwriters will not confirm sales of the notes to
accounts over which they exercise discretionary authority without the prior written approval of the customer. See "Underwriting (Conflicts of Interest)--
Conflicts of Interest."

S-7
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes supplements the description of the general terms and provisions of the
"debt securities" set forth in the accompanying prospectus, to which reference is made. References to "we," "us," "our" the "Company" and "ADM" in
this section are only to Archer-Daniels-Midland Company and not to its subsidiaries.
The notes will be issued under an indenture (the "indenture") dated as of October 16, 2012, between us and The Bank of New York
Mellon, as trustee (the "trustee"). We have summarized certain terms and provisions of the indenture and the notes in this section and in "Description of
Debt Securities" in the accompanying prospectus. We have also incorporated by reference the indenture as an exhibit to the registration statement of which
the accompanying prospectus forms a part. You should read the indenture for additional information before you purchase any notes.
The following summary of certain provisions of the indenture and the notes does not purport to be complete and is subject to, and is
qualified by reference to, all provisions of the indenture and the notes, including the definitions therein of certain terms. Whenever particular provisions of
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
or terms defined in the indenture are referred to, such provisions and defined terms are incorporated by reference as part of the statement made.
General
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured
obligations from time to time outstanding. The notes are not secured by any of our assets. Any future claims of secured lenders with respect to assets
securing their loans will be prior to any claim of the holders of the notes with respect to those assets. The notes will be effectively subordinated to all
liabilities of our subsidiaries, including trade payables. Since we conduct many of our operations through our subsidiaries, our right to participate in any
distribution of the assets of a subsidiary when it winds up its business is subject to the prior claims of the creditors of the subsidiary. This means that your
right as a holder of the notes will also be subject to the prior claims of these creditors if a subsidiary liquidates or reorganizes or otherwise winds up its
business. Unless we are considered a direct creditor of the subsidiary, your claims will be recognized behind these creditors.
The 2025 notes will initially be limited to $500,000,000 aggregate principal amount and the 2030 notes will initially be limited to
$1,000,000,000 aggregate principal amount. The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may
issue under the indenture and provides that notes, debentures or other evidences of indebtedness may be issued from time to time in one or more series. See
"--Further Issuances."
The aggregate principal amount of the 2025 notes will mature and become payable, together with accrued and unpaid interest, on
September 27, 2025 and the aggregate principal amount of the 2030 notes will mature and become payable, together with accrued and unpaid interest, on
September 27, 2030 (unless redeemed earlier as described below under "--Optional Redemption"). The notes will not be convertible into or exchangeable
for any of our equity interests. The notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or exchange.
The notes of each series will be represented by one or more global securities registered in the name of a nominee of DTC. Except as
described under "Book-Entry Delivery and Settlement," the notes will not be issuable in certificated form.

S-8
Table of Contents
Interest and Interest Payment Dates
The 2025 notes will bear interest from March 27, 2020 at a rate of 2.750% per annum. The 2030 notes will bear interest from March 27,
2020 at a rate of 3.250% per annum. We will pay interest on the 2025 notes semi-annually in arrears on March 27 and September 27 of each year and on
the maturity date of the 2025 notes, and we will pay interest on the 2030 notes semi-annually in arrears on March 27 and September 27 of each year and on
the maturity date of the 2030 notes, in each case beginning on March 27, 2020. We will pay interest on the notes to the persons in whose names the notes
are registered at the close of business on the 15th calendar day (whether or not a business day) immediately preceding the related interest payment date.
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
If an interest payment date (including an interest payment date falling on a redemption date or a maturity date) falls on a day that is not a
business day, the payment will be made on the next business day as if it were made on the date the payment was due, and no interest will accrue on the
amount so payable for the period from and after such interest payment date, redemption date or maturity date, as the case may be, to the date the payment is
made. Interest payable on the notes will include accrued and unpaid interest from, and including, the date of issue or the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the interest payment date or the date of redemption or maturity, as the case may be.
Further Issuances
We may, from time to time, without notice to or the consent of holders of a series of notes offered hereby, create and issue additional
debt securities having the same terms as such notes (except for the issue date and, in some cases, the public offering price, the initial interest accrual date
and the initial interest payment date), ranking equally and ratably with such notes in all respects. Additional debt securities having such similar terms,
together with the notes of the applicable series offered hereby, will constitute a single series of securities under the indenture; provided, however, that the
issuance of such additional debt securities will not be so consolidated for United States federal income tax purposes unless such issuance constitutes a
"qualified reopening" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations promulgated
thereunder. No such additional debt securities of a series offered hereby may be issued if an event of default (as defined in the indenture) has occurred and
is continuing with respect to such notes.
Optional Redemption
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
We may redeem the 2025 notes at our option, either in whole at any time or in part from time to time prior to February 27, 2025 (one
month prior to the maturity date of the 2025 notes, the "One Month Par Call Date"), at a redemption price for the 2025 notes being redeemed on any
redemption date equal to the greater of the following amounts:

·
100% of the principal amount of the 2025 notes being redeemed on the redemption date; or

·
the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if the
2025 notes being redeemed on that redemption date matured on the One Month Par Call Date (excluding interest accrued to the

redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 40 basis points;
plus, in each case, accrued and unpaid interest on the 2025 notes being redeemed to, but excluding, the redemption date.
In addition, we may redeem the 2025 notes at our option, either in whole at any time or in part from time to time on and after the One
Month Par Call Date at a redemption price for the 2025 notes being redeemed

S-9
Table of Contents
on any redemption date equal to 100% of the principal amount of the 2025 notes being redeemed, plus accrued and unpaid interest on the 2025 notes being
redeemed to, but excluding, the redemption date.
We may redeem the 2030 notes at our option, either in whole at any time or in part from time to time prior to December 27, 2029 (three
months prior to the maturity date of the 2030 notes, the "Three Month Par Call Date"), at a redemption price for the 2030 notes being redeemed on any
redemption date equal to the greater of the following amounts:

·
100% of the principal amount of the 2030 notes being redeemed on the redemption date; or

·
the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if
the 2030 notes being redeemed on that redemption date matured on the Three Month Par Call Date (excluding interest

accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate (as defined below), plus 40 basis points;
plus, in each case, accrued and unpaid interest on the 2030 notes being redeemed to, but excluding, the redemption date.
In addition, we may redeem the 2030 notes at our option, either in whole at any time or in part from time to time on and after the Three
Month Par Call Date at a redemption price for the 2030 notes being redeemed on any redemption date equal to 100% of the principal amount of the 2030
notes being redeemed, plus accrued and unpaid interest on the 2030 notes being redeemed to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or
prior to a redemption date will be payable on the related interest payment date to the registered holders as of the close of business on the relevant record
date according to the notes and the indenture.
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term (as measured from the date of redemption) of the notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
such notes (assuming, for this purpose, that the 2025 notes matured on the One Month Par Call Date and the 2030 notes matured on the Three Month Par
Call Date).
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (3) if only one Reference Treasury Dealer Quotation is
received, such quotation.
"Quotation Agent" means any Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (1) each of Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer and (2) two other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average,
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

424B5
as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.

S-10
Table of Contents
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
Notice of any redemption will be mailed (or, with respect to notes in global form, electronically delivered) at least 30 days but not more
than 60 days before the redemption date to each registered holder of the notes to be redeemed by us or by the trustee on our behalf. Once notice of
redemption is mailed or electronically delivered, as applicable, the notes called for redemption will become due and payable on the redemption date and at
the applicable redemption price, plus accrued and unpaid interest to, but excluding, the redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we
default in the payment of the redemption price and accrued interest). Prior to the redemption date, we will deposit with the paying agent or the trustee
money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of either series of notes are to
be redeemed, the notes of such series to be redeemed shall be selected by the trustee by a method the trustee deems to be fair and appropriate or in case the
notes are represented by one or more global notes, beneficial interests therein shall be selected for redemption by DTC in accordance with their respective
applicable procedures therefor.
Sinking Fund
The notes will not be entitled to any sinking fund.
Change of Control
If a Change of Control Triggering Event (as defined below) occurs with respect to a series of notes, unless we have exercised our option
to redeem such notes as discussed above under "--Optional Redemption," we will be required to make an offer (the "Change of Control Offer") to each
holder of notes of such series to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the
terms set forth in such notes. In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount
of the notes repurchased, plus accrued and unpaid interest, if any, on such notes repurchased to, but excluding, the date of repurchase (the "Change of
Control Payment"). Within 30 days following any Change of Control Triggering Event or, at our option, prior to any Change of Control (as defined below)
with respect to a series of notes, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice will be
mailed (or with respect to notes in global form, electronically delivered) to holders of such notes describing the transaction that constitutes or may
constitute the Change of Control Triggering Event and offering to repurchase such notes on the date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is mailed or electronically delivered, as applicable (the "Change of Control Payment
Date"). The notice will, if mailed or electronically delivered, as applicable, prior to the date of consummation of the Change of Control, state that the offer
to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.
On the Change of Control Payment Date, we will, to the extent lawful:

·
accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

·
deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes, or portions of notes

properly tendered; and

S-11
Table of Contents
·
deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the
aggregate principal amount of notes or portions of notes being repurchased and that all conditions precedent provided for in the

indenture to the Change of Control Offer and the repurchase by us of the notes pursuant to the Change of Control Offer have
been complied with.
https://www.sec.gov/Archives/edgar/data/7084/000119312520087099/d891452d424b5.htm[3/27/2020 8:22:39 AM]

Document Outline

#1">
- #1">