Bond Eli Lilly & Company 3.875% ( US532457BS64 ) in USD

Eli Lilly & Company

88.532 % ▲

United States

US532457BS64 ( in USD )

3.875% per year ( payment 2 times a year)

14/03/2039

Prospectus brochure of the bond Eli Lilly US532457BS64 en USD 3.875%, maturity 14/03/2039

532457BS6

A+ ( Upper medium grade - Investment-grade )

Aa3 ( High grade - Investment-grade )

15/03/2026 ( In 89 days )

Eli Lilly and Company is a global pharmaceutical company specializing in the research, development, manufacturing, and marketing of pharmaceutical products and biologicals.

Eli Lilly's US532457BS64 bond, a USD-denominated instrument maturing on March 14, 2039, currently trades at 86.749% of its face value, offering a 3.875% coupon paid semi-annually, and is rated A+ by S&P and A1 by Moody's.

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424B2 1 a2019finalprospectussupple.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229735

CALCULATION OF SEC REGISTRATION FEE

Title of Each Class of Securities
Amount to be
Maximum Offering Price
Proposed Maximum
Amount of
to be Registered
Registered
Per Unit
Aggregate Offering Price
Registration Fee*

3.375% notes due 2029
$1,150,000,000
99.846%
$1,148,229,000.00
$139,165.36
3.875% notes due 2039
$850,000,000
99.900%
$849,150,000.00
$102,916.98
3.950% notes due 2049
$1,500,000,000
99.439%
$1,491,585,000.00
$180,780.11
4.150% notes due 2059
$1,000,000,000
99.378%
$993,780,000.00
$120,446.14
*Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended.
Prospectus Supplement
(To Prospectus dated February 19, 2019)
$4,500,000,000

Eli Lilly and Company
$1,150,000,000 3.375% Notes Due 2029
Interest payable on March 15 and September 15
$850,000,000 3.875% Notes Due 2039
Interest payable on March 15 and September 15
$1,500,000,000 3.950% Notes Due 2049
Interest payable on March 15 and September 15
$1,000,000,000 4.150% Notes Due 2059
Interest payable on March 15 and September 15
We are offering $1,150,000,000 of 3.375% notes due 2029, which will mature on March 15, 2029. We are offering $850,000,000 of 3.875% notes due 2039, which
will mature on March 15, 2039. We are offering $1,500,000,000 of 3.950% notes due 2049, which will mature on March 15, 2049. We are offering $1,000,000,000 of
4.150% notes due 2059, which will mature on March 15, 2059. However, we may redeem some or all of the notes at the times and prices described under the heading
"Description of the Notes - Optional Redemption."
The notes will be our unsecured and unsubordinated debt obligations and will not have the benefit of any sinking fund. The notes will be issued in
denominations of $2,000 and integral multiples of $1,000 in excess of that amount.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is a c c ura t e or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
I nve st ing in t he not e s involve s risk s. Se e t he se c t ion e nt it le d "Risk Fa c t ors" in our Annua l Re port on Form 1 0 -K for t he
ye a r e nde d De c e m be r 3 1 , 2 0 1 8 .
Proceeds to

Price to Public(1)
Underwriting Discounts Us (Before Expenses) (1)
Per 3.375% Note
99.846%
0.450%
99.396%
Total
$1,148,229,000
$5,175,000
$1,143,054,000
Per 3.875% Note
99.900%
0.875%
99.025%
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Total
$849,150,000
$7,437,500
$841,712,500
Per 3.950% Note
99.439%
0.875%
98.564%
Total
$1,491,585,000
$13,125,000
$1,478,460,000
Per 4.150% Note
99.378%
0.875%
98.503%
Total
$993,780,000
$8,750,000
$985,030,000
-------

(1) Plus accrued interest from February 22, 2019, if any, if settlement occurs after such date.
The notes are not and will not be listed on any securities exchange.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking, société anonyme ("Clearstream"), and the Euroclear System ("Euroclear"), on or about February
22, 2019, against payment in immediately available funds.
____________
Joint Book-Running Managers
Deutsche Bank Securities
Barclays
BofA Merrill Lynch
Credit Suisse

Co-Managers

Academy Securities

C.L. King & Associates

Ramirez & Co., Inc.
____________
February 20, 2019
We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a nyone t o provide you w it h diffe re nt or a ddit iona l
inform a t ion a nd, a c c ordingly, you should not re ly on a ny suc h inform a t ion if it is provide d t o you. We a re not , a nd
t he unde rw rit e rs a re not , m a k ing a n offe r t o se ll, or t he solic it a t ion of a n offe r t o buy, a ny of t he se se c urit ie s in a ny
jurisdic t ion w he re a n offe r or sa le is not pe rm it t e d. Y ou should not a ssum e t ha t t he inform a t ion c ont a ine d in t his
prospe c t us supple m e nt , t he a c c om pa nying prospe c t us or a ny pe rm it t e d fre e w rit ing prospe c t us is a c c ura t e a s of
a ny da t e ot he r t ha n t he da t e on t he front c ove r of t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us, or
t he da t e of a ny suc h pe rm it t e d fre e w rit ing prospe c t us, a s t he c a se m a y be , or t ha t t he inform a t ion inc orpora t e d by
re fe re nc e he re in or t he re in is a c c ura t e a s of a ny da t e ot he r t ha n t he da t e of t he re le va nt re port or ot he r doc um e nt
in w hic h suc h inform a t ion is c ont a ine d.
T ABLE OF CON T EN T S
Pa ge
Prospe c t us Supple m e nt
ABOUT THIS PROSPECTUS SUPPLEMENT S-1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-1
ELI LILLY AND COMPANY S-2
RECENT DEVELOPMENTS S-2
USE OF PROCEEDS S-3
DESCRIPTION OF THE NOTES S-4
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS S-10
UNDERWRITING S-13
LEGAL MATTERS S-17
EXPERTS S-17
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
SUPPLEMENT S-17
Prospe c t us
ABOUT THIS PROSPECTUS 1
RISK FACTORS 2
WHERE YOU CAN FIND MORE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE INTO THIS
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PROSPECTUS 2
ELI LILLY AND COMPANY 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3
USE OF PROCEEDS 4
DESCRIPTION OF SECURITIES 4
PLAN OF DISTRIBUTION 23
LEGAL MATTERS 24
EXPERTS 24

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering, the notes and
matters relating to us. The second is the accompanying prospectus, which provides a more general description of the terms and conditions of
the various securities we may offer under our registration statement, some of which does not apply to this offering or the notes.
In various places in this prospectus supplement and the accompanying prospectus, we refer you to sections of other documents for
additional information by indicating the caption heading of the other sections. All cross-references in this prospectus supplement are to captions
contained in this prospectus supplement and not in the accompanying prospectus, unless otherwise indicated.
This prospectus supplement, or the information incorporated by reference in this prospectus supplement, may add, update or change
information in the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus, this
prospectus supplement will supersede the information in the accompanying prospectus.
It is important for you to read and consider carefully all information contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus and any permitted free writing prospectuses we have authorized for use with respect to this offering prior to
making a decision to invest in the notes. See "Where You Can Find More Information; Documents Incorporated by Reference into this
Prospectus Supplement" for additional information.
Unless otherwise indicated, all references in this prospectus supplement to "we," "us," "our" and "Eli Lilly" refer to Eli Lilly and Company and
its consolidated subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the information included or incorporated by reference herein and therein
include "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts and generally can be identified by
the use of words such as "may," "believe," "will," "expect," "project," "estimate," "intend," "anticipate," "plan," "continue" or similar expressions.
Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those
projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is
based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can
give no assurance that any such expectation or belief will result or will be achieved or accomplished. The following include some but not all of
the factors that could cause actual results or events to differ materially from those anticipated:
·
uncertainties in the pharmaceutical research and development process, including with respect to the timing of anticipated
regulatory approvals and launches of new products;
·
market uptake of recently launched products;
·
competitive developments affecting current products and our pipeline;
·
the expiration of intellectual property protection for certain of our products;
·
our ability to protect and enforce patents and other intellectual property;
·
the impact of actions of governmental and private payers affecting pricing of, reimbursement for, and access to pharmaceuticals;
·
regulatory compliance problems or government investigations;
·
regulatory actions regarding currently marketed products;
·
unexpected safety or efficacy concerns associated with our products;
·
issues with product supply stemming from manufacturing difficulties or disruptions;
·
regulatory changes or other developments;
·
changes in patent law or regulations related to data-package exclusivity;
·
litigation involving past, current, or future products as we are largely self-insured;
·
unauthorized disclosure, misappropriation or compromise of trade secrets or other confidential data stored in our information
systems, networks, and facilities, or those of third parties with whom we share our data;
·
changes in tax law, including the impact of tax reform legislation enacted in December 2017 and related guidance;
·
changes in foreign currency exchange rates, interest rates, and inflation;
·
asset impairments and restructuring charges;
·
changes in accounting standards promulgated by the Financial Accounting Standards Board and the SEC;
·
acquisitions and business development transactions and related integration costs;
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·
information technology system inadequacies or operating failures;
·
reliance on third-party relationships and outsourcing arrangements;
·
the impact of global macroeconomic conditions; and
·
uncertainties and risks related to timing and potential value to us of the planned separation of the Elanco animal health business,
including business, industry, and market risks, as well as risks involving the anticipated tax-free nature of the separation.
Investors should not place undue reliance on forward-looking statements. You should also carefully read the factors described in the risk
factors and other cautionary statements incorporated by reference in this prospectus supplement and the accompanying prospectus from our
most recent Annual Report on Form 10-K and our other SEC filings, for a description of certain risks that could, among other things, cause our
actual results to differ from these forward-looking statements. All forward-looking statements speak only as of the date of this prospectus
supplement and are expressly qualified in their entirety by the risk factors and other cautionary statements in this prospectus supplement and
incorporated by reference herein. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-
looking statements to reflect events after the date of this prospectus supplement.
ELI LILLY AND COMPANY
We are a worldwide research-based pharmaceutical company. We were incorporated in 1901 in Indiana to succeed to the drug
manufacturing business founded in Indianapolis, Indiana in 1876 by Colonel Eli Lilly, and we are focused on the discovery, development,
manufacture, marketing and sale of human pharmaceutical products. Most of the products we sell today were discovered or developed by our
own scientists, and our success depends to a great extent on our ability to continue to discover or acquire, develop and bring to market
innovative new medicines. We sell a broad range of patented pharmaceutical products, primarily in the following therapeutic areas:
endocrinology, oncology, cardiovascular, neuroscience, and immunology. We manufacture and distribute our products through facilities in the
United States, Puerto Rico and 13 other countries. Our products are sold in approximately 125 countries.
Our corporate offices are located at Lilly Corporate Center, Indianapolis, Indiana 46285, our telephone number is (317) 276-2000 and our
website is https://www.lilly.com.
RECEN T DEV ELOPM EN T S
Ac quisit ion of Lox o Onc ology, I nc .
On February 15, 2019, we completed our acquisition of all of the outstanding shares of common stock, par value $0.0001 per share, of
Loxo Oncology, Inc. ("Loxo") at a price of $235.00 per share, or approximately $8 billion, which we funded through a mixture of cash on hand
and indebtedness. As a result of the acquisition, we acquired a pipeline of highly selective potential medicines for patients with genomically
defined cancers.
Conc urre nt Ela nc o Anim a l H e a lt h I nc orpora t e d Ex c ha nge Offe r
On September 24, 2018, our animal health subsidiary, Elanco Animal Health Incorporated ("Elanco") completed the initial public offering of
its common stock, no par value (the "IPO"). The IPO represented approximately 19.8% of the total outstanding shares of Elanco common stock.
Following the IPO, we held 293,200,000 shares of Elanco common stock.
On February 8, 2019, we commenced a tender offer to exchange the remaining shares of Elanco common stock held by us for outstanding
shares of our common stock, no par value, subject to certain conditions (the "Exchange Offer"). On the same date, Elanco filed a registration
statement on Form S-4 to register the distribution of all of the remaining shares of Elanco common stock owned by us. There can be no
assurance that the Exchange Offer will be completed or fully subscribed.
This prospectus supplement does not constitute an offer to exchange any Elanco common stock, as the Exchange Offer is being made only
to the recipients of, and upon the terms and conditions set forth in the prospectus, dated February 8, 2019, filed by Elanco, and the related letter
of transmittal (including instructions thereto) filed therewith.

USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $4.45 billion after deduction of the underwriters' discount
and before deduction of estimated expenses of the offering. We expect to use the net proceeds from the sale of the notes to repay commercial
paper issued in connection with our acquisition of Loxo and for general corporate purposes. Prior to such uses, we may temporarily invest the
net proceeds in marketable securities and short-term investments. As of February 18, 2019, the weighted average interest rate of these
commercial paper borrowings was 2.48% per annum and the weighted average maturity was approximately 45 days.

DESCRIPTION OF THE NOTES
The following summary describes certain terms of the 3.375% notes due 2029 (the "3.375% notes"), the 3.875% notes due 2039 (the
"3.875% notes"), the 3.950% notes due 2049 (the "3.950% notes") and the 4.150% notes due 2059 (the "4.150% notes" and, collectively with the
3.375% notes, the 3.875% notes and the 3.950% notes, the "notes"), respectively, and supplements, and to the extent inconsistent replaces, the
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description of the general terms of the debt securities included in the accompanying prospectus. Each series of notes will be a single series of
debt securities under an indenture, dated as of February 1, 1991 (the "indenture"), between us and Deutsche Bank Trust Company Americas (as
successor to Citibank, N.A.), as trustee. The following summary of the notes does not purport to be complete and is subject to, and is qualified
in its entirety by reference to, the actual provisions of the notes and the indenture. As used in this section, unless otherwise indicated, all
references to "we," "us," "our" and "Eli Lilly" refer only to Eli Lilly and Company and not to any of our subsidiaries.
Ge ne ra l
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness. The notes will be issued in fully registered form only, in denominations of $2,000 and integral multiples of $1,000 in excess of that
amount.
We will issue $1,150,000,000 aggregate principal amount of 3.375% notes and, except as contemplated below under "- Optional
Redemption," the 3.375% notes will mature on March 15, 2029. We will issue $850,000,000 aggregate principal amount of 3.875% notes and,
except as contemplated below under "- Optional Redemption," the 3.875% notes will mature on March 15, 2039. We will issue $1,500,000,000
aggregate principal amount of 3.950% notes and, except as contemplated below under "- Optional Redemption," the 3.950% notes will mature
on March 15, 2049. We will issue $1,000,000,000 aggregate principal amount of 4.150% notes and, except as contemplated below under "-
Optional Redemption," the 4.150% notes will mature on March 15, 2059. However, we may, without the consent of the holders of notes, issue
additional debt securities having the same ranking, interest rate, maturity, redemption provisions and other terms as the notes of a particular
series. Any additional debt securities having such similar terms, together with the notes of such series, will constitute a single series of debt
securities under the indenture. If, however, such additional debt securities are not fungible with the notes for U.S. federal income tax purposes,
such additional debt securities will have one or more separate CUSIP numbers.
We will pay interest on the notes at the rates stated in the table below, semi-annually in arrears on March 15 and September 15 of each
year, commencing on September 15, 2019, to the persons in whose names such notes are registered at the close of business on March 1 or
September 1, respectively, as the case may be (whether or not a business day), immediately preceding the relevant interest payment date.

Interest Rate (per annum)
Per 3.375% Note..............................................................................
3.375%
Per 3.875% Note..............................................................................
3.875%
Per 3.950% Note..............................................................................
3.950%
Per 4.150% Note..............................................................................
4.150%
Interest payments for the notes will include accrued interest from, and including, the date of issue or from, and including, the last date in
respect of which interest has been paid or duly provided for, as the case may be, to, but excluding, the interest payment date or the stated
maturity date or the date of earlier redemption, as the case may be. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
If any interest payment date falls on a day that is not a business day, we will make the required interest payment on the next business day,
and no interest on such payment will accrue for the period from and after such interest payment date. Similarly, if the stated maturity date or the
date of earlier redemption, as the case may be (the "maturity date"), of the notes falls on a day that is not a business day, we will make the
required payment of principal, premium, if any, and interest, if any, on the next succeeding business day, and no interest on such payment will
accrue for the period from and after the maturity date.
As used in this prospectus supplement, "business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor
a day on which banking institutions are authorized or required by law or regulation to close in The City of New York, New York.
Opt iona l Re de m pt ion
At our option, we may redeem the notes, in whole or in part, at any time or from time to time as described below.
If we redeem all or any part of a series of notes prior to the applicable Par Call Date (as defined below), we will pay a redemption price
equal to the greater of:
·
100% of the principal amount of the notes being redeemed on the redemption date; and
·
the sum of the present values of the remaining scheduled payments of principal and interest on the series of notes being redeemed
that would be due if such series of notes matured on the applicable Par Call Date (in each case, not including the amount, if any, of
unpaid interest accrued to, but excluding, the redemption date) discounted to the redemption date, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 0.125% (or 12.5 basis points) with
respect to the 3.375% notes, 0.150% (or 15 basis points) with respect to the 3.875% notes, 0.150% (or 15 basis points) with respect to
the 3.950% notes and 0.200% (or 20 basis points) with respect to the 4.150% notes;
plus, in each case, unpaid interest accrued on such notes to, but excluding, the redemption date. If we redeem all or any part of the applicable
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series of notes on or after the applicable Par Call Date, we will pay a redemption price equal to 100% of the principal amount of such series of
notes being redeemed plus accrued and unpaid interest thereon.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on an interest payment date falling on or prior to a
redemption date will be payable on such interest payment date to the registered holders as of the close of business on the relevant record date.
We will mail notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the
notes to be redeemed. Subject to any delay in the redemption date or rescission of the notice of redemption described below, once notice of
redemption is mailed, the notes called for redemption will become due and payable on the redemption date. Any redemption notice may, at our
discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of
redemption will describe each such condition and, if applicable, will state that, at our discretion, the date of redemption may be delayed until
such time (including more than 60 days after the notice of redemption was given) as any or all such conditions are satisfied or waived, or such
redemption may not occur and such notice may be rescinded in the event that any or all such conditions have not been satisfied (or waived by
us in our sole discretion) by the date of redemption, or by the date of redemption as so delayed.
"Comparable Treasury Issue" means, for the notes of a particular series, the United States Treasury security selected by the Reference
Treasury Dealer as having a maturity comparable to the remaining term of such notes to be redeemed (assuming for this purpose that the
applicable series of notes matured on the applicable Par Call Date) that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date prior to the applicable Par Call Date for the applicable series of
notes, (A) if we obtain five or more Reference Treasury Dealer Quotations for such redemption date and notes of such series to be redeemed,
the average of such Reference Treasury Dealer Quotations after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, (B) if we obtain fewer than five but more than one Reference Treasury Dealer Quotations, the average of such Reference Treasury
Dealer Quotations, or (C) if we obtain only one Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation.
"Par Call Date" means December 15, 2028, for the 3.375% notes, September 15, 2038, for the 3.875% notes, September 15, 2048, for the
3.950% notes, and September 15, 2058, for the 4.150% notes.
"Reference Treasury Dealer" means (A) each of Deutsche Bank Securities Inc., Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Credit Suisse Securities (USA) LLC (or their respective affiliates that are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a
"Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date prior to the
applicable Par Call Date for the applicable series of notes, the average, as determined by us, of the bid and asked prices for the Comparable
Treasury Issue for the notes of a particular series to be redeemed (expressed in each case as a percentage of the principal amount of such
series) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such
redemption date.
"Treasury Rate" means, with respect to any redemption date prior to the applicable Par Call 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 the principal amount of a particular series to be redeemed) equal to the Comparable Treasury Price for such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we
default in the payment of the redemption price). Before the redemption date, we will deposit with a paying agent (or
the trustee) money sufficient to pay the redemption price of the notes of the particular series to be redeemed on that date. If fewer than all of the
notes of such series are to be redeemed, the notes to be redeemed shall be selected by lot by DTC, in the case of notes represented by a
global security, or by the trustee by a method the trustee deems to be fair and appropriate, in the case of notes that are not represented by a
global security. In addition, we may at any time purchase the notes by tender, in the open market or by private agreement, subject to applicable
law.
The notes will not be entitled to the benefit of any mandatory redemption or sinking fund provisions.
Book -Ent ry N ot e s
The Depository Trust Company
Except under the limited circumstances described below, all notes will be book-entry notes. This means that the actual purchasers of the
notes will not be entitled to have the notes registered in their names and will not be entitled to receive physical delivery of the notes in definitive
(paper) form. Instead, upon issuance, each series of notes will be represented by one or more fully registered global notes.
Each global note will be deposited with, or on behalf of, DTC, a securities depositary, and will be registered in the name of Cede & Co., as
DTC's nominee, or such other name as may be requested by an authorized representative of DTC. No global note representing book-entry
notes may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Thus,
DTC will be the only owner and sole registered holder of the notes for purposes of the indenture.
The deposit of the global notes with DTC and their registration in the name of DTC's nominee will not affect beneficial ownership and is
performed merely to facilitate subsequent transfers. The book-entry system is used because it eliminates the need for physical movement of
securities certificates. The laws of some jurisdictions, however, may require some purchasers to take physical delivery of their notes in definitive
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form. These laws may impair the ability of holders to transfer book-entry notes.
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds
securities that its participants deposit with it. DTC also facilitates the post-trade settlement among its participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic computerized book-entry changes in its participants' accounts. This
eliminates the need for physical movement of securities certificates. DTC's participants include underwriters, including the underwriters in this
offering, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Clearstream and
Euroclear, which are discussed in more detail below, are indirect participants in DTC. The rules applicable to DTC and its participants are on file
with the SEC.
Purchasers of notes in the United States may hold interests in the global notes only through DTC, if they are participants in such system.
Purchasers may also hold interests indirectly through securities intermediaries - such as banks, brokerage houses and other institutions that
maintain securities accounts for customers - that have accounts with DTC or its nominee. Purchasers of notes in Europe can hold interests in
the global notes only through Clearstream or through Euroclear, if they are participants in these systems or indirectly through organizations that
are participants in these systems.
Because DTC or its nominee will be the only registered holder of the global notes, Clearstream and Euroclear will hold positions through
their respective U.S. depositaries, which in turn will hold positions on the books of DTC. For information on how accounts of ownership of notes
held through DTC are recorded, please refer to "Description of Debt Securities - Global Securities" in the accompanying prospectus.
In this prospectus supplement, unless and until notes in definitive form are issued to the beneficial owners as described below, all
references to "holders" of notes shall mean DTC or its nominee. We, the trustee and any paying agent, transfer agent or registrar may treat DTC
or its nominee as the only owner and sole registered holder of the notes for all purposes.
We will make all payments of principal of and premium, if any, and interest on our notes to DTC or its nominee by wire transfer. We will
send all required reports and notices solely to DTC or its nominee as long as DTC or its nominee is the sole registered holder of the notes. DTC
and its participants are generally required by law to receive and transmit all payments, notices and directions from us and the trustee to the
beneficial owners through a chain of intermediaries. Beneficial owners of book-entry notes will not receive written confirmation from DTC of their
purchases; however, they are expected to receive written confirmations providing details of the transaction, as well as periodic statements of
their holdings, from the participants or indirect participants through which they entered into the transaction.
Similarly, we and the trustee will accept notices and directions solely from DTC or its nominee. Therefore, in order to exercise any rights of a
holder of notes under the indenture, each person owning a beneficial interest in the notes must rely on the procedures of DTC and, in some
cases, Clearstream or Euroclear. If the beneficial owner is not a participant in the applicable system, then it must rely on the procedures of the
participant through which that person owns its interest. DTC has advised us that it will take actions under the indenture only at the direction of its
participants, which in turn will act only at the direction of the beneficial owners. Some of these actions, however, may conflict with actions DTC
takes at the direction of other participants and beneficial owners.
Notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect
participants to beneficial owners will be governed by arrangements among them, subject to statutory or regulatory requirements as may be in
effect from time to time.
Book-entry notes may be more difficult to pledge because of the lack of physical notes. Beneficial owners may experience delays in
receiving payments in respect of their notes since such payments will initially be made to DTC and must then be transferred through the chain
of intermediaries to each beneficial owner's account. None of us, the trustee or any of our or their agents will be liable for the accuracy of, or
responsible for maintaining, supervising or reviewing, the records of Euroclear or Clearstream or any participant's records relating to book-entry
notes. In addition, none of us, the trustee or any of our or their agents will be responsible or liable for payments made on account of the book-
entry notes.
Euroclear
Euroclear was created in 1968 to hold securities for its participating organizations ("Euroclear participants") and to clear and settle
transactions between Euroclear participants and participants of certain other securities intermediaries through simultaneous electronic book-
entry delivery against payment, thus eliminating the need for physical movement of certificates and the risk from lack of simultaneous transfers
of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic
markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below.
Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with Euro-clear Clearance Systems S.C., a
Belgian cooperative corporation.. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear Operator. The Euroclear Operator is a Belgian bank regulated by the Belgian Banking
and Finance Commission.
Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries
and may include the underwriters in this offering. Indirect access to Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant, either directly or indirectly. As noted above, Euroclear is an indirect participant in DTC.
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").
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The Terms and Conditions govern securities clearance accounts and cash accounts with Euroclear. Specifically, the Terms and Conditions
govern:
·
transfers of securities and cash within Euroclear;
·
withdrawal of securities and cash from Euroclear; and
·
receipts of payments with respect to securities in Euroclear.
All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts.
Euroclear acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons
holding securities through Euroclear participants.
Clearstream
Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating
organizations ("Clearstream participants") and facilitates the clearance and settlement of securities transactions between Clearstream
participants through electronic book-entry changes in accounts of Clearstream participants, thus eliminating the need for physical movement of
certificates. Clearstream provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in a number of countries.
Clearstream has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear.
As a licensed credit institution in Luxembourg and a securities settlement system in which Luxembourg Central Bank participates,
Clearstream is supervised by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations and may include the underwriters in this offering. Other institutions
that clear through or that maintain a custodial relationship with a Clearstream participant may obtain indirect access to Clearstream. As noted
above, Clearstream is an indirect participant in DTC.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in
the ordinary way, in accordance with DTC's rules, and will be settled in immediately available funds using DTC's same-day funds settlement
system. Secondary market trading between Clearstream participants and Euroclear participants will occur in the ordinary way, in accordance
with the applicable rules and operating procedures of Clearstream and Euroclear, and will be settled using the procedures applicable to
conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream or Euroclear participants, on the other, will be effected through DTC, in accordance with DTC's rules, on behalf of the relevant
European international clearing system by the U.S. depositaries. However, such cross-market
transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in this system in
accordance with its rules and procedures and within its established deadlines, European time. The relevant European international clearing
system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement
on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to DTC.
Because of time-zone differences, credits of notes received in Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. These
credits or any transactions in such notes settled during such processing will be reported to the relevant Euroclear or Clearstream participants on
that business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear
participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.
Although we expect that DTC, Clearstream and Euroclear have agreed to the foregoing procedures to facilitate transfers of notes among
participants of DTC, Clearstream and Euroclear, these organizations are under no obligation to perform or continue to perform these
procedures, and these procedures may be revised or discontinued at any time.
The information in "Book Entry-Notes" concerning DTC and DTC's book-entry system, as well as information regarding Euroclear and
Clearstream, has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy or completeness. This
information is not intended to serve as a representation, warranty or contract modification of any kind. We assume no responsibility for the
performance by DTC, Euroclear, Clearstream or their respective participants of their respective obligations, including obligations that they have
under the rules and procedures that govern their operations.
Payments
We will make all payments of principal of and premium, if any, and interest on book-entry notes to DTC or its nominee. Upon receipt of any
such payment, DTC will immediately credit the accounts of its participants on its book-entry registration and transfer system. DTC will credit
those accounts in proportion to the participants' respective beneficial interests in the principal amount of the global note as shown on the records
of DTC. Payments by participants to beneficial owners of book-entry notes will be governed by standing instructions and customary practices, as
is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
those participants.
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Payments on book-entry notes held beneficially through Clearstream or Euroclear will be credited to their respective participants
in accordance with their respective rules and procedures, to the extent received by their respective U.S. depositaries.
De finit ive N ot e s a nd Pa ying Age nt s
Under the circumstances described in the last paragraph under "Description of Debt Securities - Global Securities" of the accompanying
prospectus, the beneficial owners will be notified through the chain of intermediaries that definitive notes are available. Beneficial owners of
book-entry notes will then be entitled (1) to receive physical delivery of notes in definitive form equal in principal amount to their beneficial
interest and (2) to have notes in definitive form registered in their names. The notes in definitive form will be issued in denominations of $2,000
and integral multiples of $1,000 in excess of that amount. Notes in definitive form will be registered in the name or names of the person or
persons DTC specifies in a written instruction to the registrar of the notes. DTC may base its written instruction upon directions it receives from its
participants. Thereafter, the holders of the notes in definitive form will be recognized as the "holders" of the notes under the indenture. The
indenture provides for the replacement of a mutilated, lost, stolen or destroyed definitive note, so long as the applicant furnishes to us and the
trustee such securities or indemnity and such evidence of ownership as we and the trustee may require.
In the event that notes in definitive form are issued, the holders of such notes will be able to receive payments of principal of and premium,
if any, and interest on their notes at the office of our paying agent maintained in the Borough of Manhattan, The City of New York. Payments
due on the maturity date of a note in definitive form may be made only against presentation and surrender of such note to one of our paying
agents. We may make payments due on an interest payment date for a note in definitive form by mailing a check to the address of the holder of
such note appearing in the register of note holders maintained by the registrar. Our paying agent in the Borough of Manhattan is currently the
corporate trust office of Deutsche Bank Trust Company Americas, currently located at 60 Wall Street, 16th Floor, New York, New York 10005.
In the event that notes in definitive form are issued, the holders of such notes will be able to transfer their notes, in whole or in part, by
surrendering such notes for registration of transfer at the office of Deutsche Bank Trust Company Americas, duly endorsed by or accompanied
by a written instrument of transfer in form satisfactory to us and the registrar. A form of such instrument of transfer will be obtainable at the
offices of Deutsche Bank Trust Company Americas. Upon surrender, we will execute, and the trustee will authenticate and deliver, new notes of
the same series and like tenor and terms to the designated transferee in the principal amount being transferred, and a new note of the same
series and like tenor and terms for any principal amount not being transferred will be issued to the transferor. We will not charge any fee for the
registration of transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other
governmental charge payable in connection with the transfer.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following describes the material U.S. federal income tax consequences of acquiring, owning and disposing of our notes. This discussion
is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations thereunder, and administrative and judicial
interpretations thereof, in each case as in effect on the date hereof. These authorities may change or be subject to differing interpretations,
possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. This discussion
does not address any other U.S. federal tax considerations (such as gift or estate tax) or any state, local or non-U.S. tax considerations.
This discussion applies only to initial holders that acquire our notes upon original issuance at the initial offering price and that hold our
notes as capital assets for U.S. federal income tax purposes. It assumes that the offering price is the "issue price" of our notes for U.S. federal
income tax purposes. In addition, it does not address all U.S. federal income tax consequences that may be relevant to a particular holder
subject to special rules, including, without limitation, banks, insurance companies and other financial institutions, real estate investment trusts,
regulated investment companies, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes,
tax-exempt entities and governmental organizations, brokers, traders and dealers in securities, U.S. expatriates and former citizens or long-term
residents of the United States, persons holding the notes as part of a hedging or conversion transaction or a straddle, tax-qualified retirement
plans, persons subject to special tax accounting rules as a result of any item of gross income with respect to our notes being taken into account
in an "applicable financial statement" (as defined in the Code), or U.S. Holders (as defined below) that have a functional currency other than the
U.S. dollar.
If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, is a beneficial owner of a
note, the treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. Such
partnership and its partners should consult their tax advisors about the U.S. federal income tax consequences of acquiring, owning and
disposing of our notes.
Prospective acquirers are urged to consult their own tax advisors as to the particular U.S. federal income and other tax
consequences to them of the acquisition, ownership and disposition of the notes as well as any tax consequences under state, local
and foreign tax laws, and the possible effects of changes in tax laws.
U .S. Fe de ra l I nc om e T a x a t ion of U .S. H olde rs
The following describes the material U.S. federal income tax consequences of acquiring, owning and disposing of our notes to a U.S.
Holder. As used herein, a "U.S. Holder" is a beneficial owner of a note that is, for U.S. federal income tax purposes, (1) a citizen or resident of
the United States, (2) a domestic corporation, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its
source or (4) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under
applicable Treasury regulations to be treated as a United States person. If you are not a U.S. Holder, this subsection does not apply to you and
you should refer to the subsection for Non-U.S. Holders below.
It is expected, and the following discussion assumes, that the notes will be issued without original issue discount for U.S. federal income tax
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purposes. Accordingly, interest on a note generally will be taxable to a U.S. Holder as ordinary income at the time it accrues or is actually or
constructively received in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes.
Upon the sale, exchange, redemption, retirement at maturity or other taxable disposition of a note, a U.S. Holder generally will recognize
gain or loss equal to the difference between (1) the sum of cash and the fair market value of other property received on such disposition, except
to the extent such cash or property is attributable to accrued but unpaid interest not previously included in income, which will be taxable as
ordinary interest income, and (2) the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in a note generally will
equal the U.S. Holder's initial investment in the note. This gain or loss generally will be capital gain or loss, and will be long-term capital gain or
loss if the U.S. Holder has a holding period of more than one year. Long-term capital gain of a non-corporate U.S. Holder generally is taxed at a
lower maximum marginal tax rate than that applicable to ordinary income.
Backup Withholding and Information Reporting
Non-corporate U.S. Holders generally will be required to supply a social security number or other taxpayer identification number along with
certain certifications under penalties of perjury in order to avoid backup withholding with respect to interest paid on a note and the proceeds of a
sale or other disposition of a note. In addition, such payments generally will be subject to information reporting. The amount of any backup
withholding from a payment to a U.S. Holder will be allowed as a credit against such U.S. Holder's federal income tax liability and may entitle
such U.S. Holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service (the "IRS").
Medicare Tax
An additional 3.8% Medicare tax is imposed on the net investment income of certain individuals, estates and trusts. For these purposes, "net
investment income" generally includes interest on and capital gains from the sale or other disposition of securities like the notes, subject to
certain exceptions. A U.S. Holder that is an individual, estate or trust is urged to consult its tax advisor regarding the applicability of the Medicare
tax to its income and gains in respect of the notes.
U .S. Fe de ra l I nc om e T a x a t ion of N on -U .S. H olde rs
The following describes the material U.S. federal income tax consequences of acquiring, owning and disposing of our notes to a Non-U.S.
Holder. A "Non-U.S. Holder" is a beneficial owner of a note that is, for U.S. federal income tax purposes, a nonresident alien individual, a foreign
corporation or a foreign trust or estate. If you are a U.S. Holder, this subsection does not apply to you, and you should refer to the subsection
above addressing U.S. Holders.
Interest on the Notes
Except in the circumstances described below under "-Information Reporting and Backup Withholding" and "-FATCA Withholding," a Non-
U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on payments of interest on our notes, if the interest is not
effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States and the Non-U.S. Holder (1) does not own,
actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote, (2) is not, for U.S. federal
income tax purposes, a controlled foreign corporation that is related to us through stock ownership, and (3) certifies under penalty of perjury
(usually by providing an IRS Form W-8BEN or W-8BEN-E) that it is not a United States person.
If a Non-U.S. Holder does not satisfy the requirements described in the preceding paragraph, payments of interest on our notes will be
subject to U.S. federal withholding tax at a rate of 30% (or, if appropriate certification is provided, such lower rate as specified in an applicable
tax treaty), unless the holder provides a properly executed IRS Form W-8ECI stating that interest paid on the note is not subject to withholding
tax because it is effectively connected with the holder's conduct of a trade or business in the United States. If a Non-U.S. Holder is engaged in a
trade or business in the United States, and if interest on the note is effectively connected with the conduct of this trade or business (or, if an
income tax treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S.
Holder, although exempt from U.S. federal withholding tax, will generally be taxed in the same manner as a U.S. Holder. Such Non-U.S. Holders
are urged to consult their own tax advisors with respect to the U.S. federal, state and local tax consequences of the acquisition, ownership and
disposition of our notes, including the possible imposition of branch profits tax at a 30% rate or a lower treaty rate if applicable. In addition,
effectively connected interest of a corporate Non-U.S. Holder may also be subject to an additional branch profits tax at a rate of 30% (or a lower
rate if so specified by an applicable tax treaty).
Sale or Other Taxable Disposition of the Notes
Except in the circumstances described below under "-Information Reporting and Backup Withholding" and "-FATCA Withholding," a Non-
U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain recognized on the sale, exchange,
redemption, retirement or other taxable disposition of a note, unless:
·
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (or, if an income
tax treaty applies, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or
·
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition,
and certain other conditions are met.
A Non-U.S. Holder described in the first bullet point above will generally be required to pay U.S. federal income tax on the net gain derived from
the sale, and if the holder is a foreign corporation, it may also be required to pay a branch profits tax at a rate of 30% (or a lower rate if so
specified by an applicable tax treaty). A Non-U.S. Holder that is subject to the 183-day rule described above generally will be subject to U.S.
federal income tax at a flat rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains allocable to U.S.
sources (including gains from the sale, exchange, retirement or other disposition of the note) exceed capital losses allocable to U.S. sources,
even though the non-U.S. Holder is not considered a resident alien under the Code.
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