Obbligazione DowChem 5.55% ( US260543CR27 ) in USD

DowChem

89.3907 USD ▼

Stati Uniti

US260543CR27 ( in USD )

5.55% per anno ( pagato 2 volte l'anno)

30/11/2048

Prospetto opuscolo dell'obbligazione Dow Chemical US260543CR27 en USD 5.55%, scadenza 30/11/2048

260543CR2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

30/05/2026 ( In 165 giorni )

Dow Chemical è una multinazionale statunitense leader nella produzione di materiali scientifici, con un vasto portafoglio di prodotti chimici, materie plastiche e prodotti agricoli.

The Obbligazione issued by DowChem ( United States ) , in USD, with the ISIN code US260543CR27, pays a coupon of 5.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/11/2048

The Obbligazione issued by DowChem ( United States ) , in USD, with the ISIN code US260543CR27, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by DowChem ( United States ) , in USD, with the ISIN code US260543CR27, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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As filed with the Securities and Exchange Commission on October 18, 2019
Registration Statement No. 333-234108

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

The Dow Chemical Company
(Exact name of registrant as specified in its charter)

Delaware

2821

38-1285128
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)

Classification Code Number)

Identification Number)
2211 H.H. Dow Way
Midland, Michigan 48674
(989) 636-1000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Amy E. Wilson, Esq.
General Counsel and Corporate Secretary
The Dow Chemical Company
2211 H.H. Dow Way
Midland, Michigan 48674
(989) 636-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Richard B. Alsop, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-7333

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement, as determined by
market conditions and other factors.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the
following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title Of Each Class Of
to be
Offering Price
Aggregate
Amount of
Securities To Be Registered

registered

Per Note(1)

Offering Price(1)

Registration Fee(2)
3.150% Senior Notes due 2024

$500,000,000

100.000%

$500,000,000

$64,900
4.550% Senior Notes due 2025

$500,000,000

100.000%

$500,000,000

$64,900
3.625% Senior Notes due 2026

$750,000,000

100.000%

$750,000,000

$97,350
4.800% Senior Notes due 2028

$600,000,000

100.000%

$600,000,000

$77,880
5.550% Senior Notes due 2048

$900,000,000

100.000%

$900,000,000

$116,820
4.800% Senior Notes due 2049

$750,000,000

100.000%

$750,000,000

$97,350
Total

$4,000,000,000

N/A

$4,000,000,000

$519,200(3)

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
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(2)
Calculated in accordance with Rule 457(f) under the Securities Act.
(3)
Previously paid.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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PROSPECTUS

THE DOW CHEMICAL COMPANY
Offers to Exchange All Outstanding Securities Listed Below:

Series of Restricted Notes to be
CUSIP/ISIN No. for the
Series of Exchange Notes to be
CUSIP/ISIN No. for the
Exchanged

Restricted Notes

Issued

Exchange Notes
3.150% Senior Notes due 2024

260543 CS0 / U26054 KJ1

3.150% Senior Notes due 2024

260543 CT8 / US260543CT82
4.550% Senior Notes due 2025

260543 CM3 / U26054 KF9

4.550% Senior Notes due 2025

260543 CN1 / US260543CN13
3.625% Senior Notes due 2026

260543 CW1 / U26054 KL6

3.625% Senior Notes due 2026

260543 CX9 / US260543CX94
4.800% Senior Notes due 2028

260543 CQ4 / U26054 KH5

4.800% Senior Notes due 2028

260543 CY7 / US260543CY77
5.550% Senior Notes due 2048

260543 CP6 / U26054 KG7

5.550% Senior Notes due 2048

260543 CR2 / US260543CR27
4.800% Senior Notes due 2049

260543 CU5 / U26054 KK8

4.800% Senior Notes due 2049

260543 CV3 / US260543CV39

The Dow Chemical Company, a Delaware corporation is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus, $500,000,000 outstanding 3.150%
Senior Notes due 2024 (the "2024 Restricted Notes") for an equivalent principal amount of its registered 3.150% Senior Notes due 2024 (the "2024 Exchange Notes"), $500,000,000
outstanding 4.550% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of its registered 4.550% Senior Notes due 2025 (the "2025 Exchange Notes"),
$750,000,000 outstanding 3.625% Senior Notes due 2026 (the "2026 Restricted Notes") for an equivalent principal amount of its registered 3.625% Senior Notes due 2026 (the "2026
Exchange Notes"), $600,000,000 outstanding 4.800% Senior Notes due 2028 (the "2028 Restricted Notes") for an equivalent principal amount of its registered 4.800% Senior Notes due 2028
(the "2028 Exchange Notes"), $900,000,000 outstanding 5.550% Senior Notes due 2048 (the "2048 Restricted Notes") for an equivalent principal amount of its registered 5.550% Senior
Notes due 2048 (the "2048 Exchange Notes"), and $750,000,000 outstanding 4.800% Senior Notes due 2049 (the "2049 Restricted Notes") for an equivalent principal amount of its registered
4.800% Senior Notes due 2049 (the "2049 Exchange Notes"). Such offers referred to herein, collectively, as the "exchange offers." The 2024 Restricted Notes, the 2025 Restricted Notes, the
2026 Restricted Notes, the 2028 Restricted Notes, the 2048 Restricted Notes, the and the 2049 Restricted Notes are collectively referred to as the "Restricted Notes" and the 2024 Exchange
Notes, the 2025 Exchange Notes, the 2026 Exchange Notes, the 2028 Exchange Notes, the 2048 Exchange Notes and the 2049 Exchange Notes are collectively referred to as the "Exchange
Notes." The Restricted Notes have certain transfer restrictions. The Exchange Notes will be freely transferable.
The exchange offers will expire at 5:00 p.m., New York City time, on November 18, 2019 (the "Expiration Date"), unless we extend the exchange offers.
The terms of the Exchange Notes are identical in all material respects to the Restricted Notes of the same series, except that the Exchange Notes are registered under the Securities Act of
1933, as amended (the "Securities Act") and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number and ISIN number from the
Restricted Notes of the same series and will not entitle their holders to registration rights.
The Exchange Notes will not be listed on any securities exchange or for quotation through any automated dealer quotation system.
Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes (each, a "Participating Broker Dealer"), where such Restricted Notes were acquired by
such Participating Broker Dealer as a result of market-making activities or other trading activities, must acknowledge that it will comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any offer, resale or other transfer of such Exchange Notes, including information with respect to any selling holder required by the
Securities Act in connection with the resale of the Exchange Notes. By so acknowledging and by delivering a prospectus, a Participating Broker Dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. We have agreed that for a period of 90 days after the effective date of the registration statement of which this prospectus is a part
(or for such shorter period during which Participating Broker Dealers are required by law to deliver such prospectus), we will make this prospectus available to any Participating Broker
Dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 10 for a discussion of risk factors that you should carefully consider before deciding to exchange your
Restricted Notes for Exchange Notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 18, 2019
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TABLE OF CONTENTS

Page
ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION

ii
INCORPORATION BY REFERENCE

iii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

iv
SUMMARY

1
THE COMPANY

1
RISK FACTORS

10
USE OF PROCEEDS

13
MANAGEMENT

14
COMPENSATION DISCUSSION AND ANALYSIS

22
EXECUTIVE COMPENSATION

37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

46
THE EXCHANGE OFFERS

47
DESCRIPTION OF THE EXCHANGE NOTES

60
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

76
PLAN OF DISTRIBUTION

77
LEGAL MATTERS

79
EXPERTS

79

ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making the exchange offers to, nor will we accept surrenders for exchange from, holders of outstanding
Restricted Notes in any jurisdiction in which the exchange offers would not be in compliance with the securities or blue sky laws of such jurisdiction or
where it is otherwise unlawful. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front
of this prospectus and that any information we have incorporated by reference is accurate as of any date other than the date of the document
incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should read this prospectus together with the additional information described under the headings "Where You Can Find More Information" and
"Incorporation by Reference." The registration statement containing this prospectus, including the exhibits to the registration statement, provides
additional information about us and the securities to be offered.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This
information is available without charge to security holders upon written or oral request to us at the address and telephone number set forth below under
"Where You Can Find More Information." To ensure timely delivery, you must make your request to us no later than November 8, 2019, which is
five business days prior to the expiration date of the exchange offers.
Except as otherwise indicated or the context otherwise requires, references to "we," "us," "our, "the company" and "TDCC" refer to The Dow Chemical
Company only, not including its consolidated subsidiaries. References to "Dow" refer collectively to Dow Inc. and its consolidated subsidiaries,
including The Dow Chemical Company. References to "Dow Inc." refer to The Dow Chemical Company's parent company, which has its common
stock listed on the New York Stock Exchange (NYSE) under the symbol "DOW," not including its consolidated subsidiaries.

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WHERE YOU CAN FIND MORE INFORMATION
Dow Inc. and TDCC are currently subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Dow Inc. and TDCC have filed, and expect to continue to file, combined reports. In addition, if the SEC rules permit, TDCC
may, in the future, cease to separately file periodic reports.
On August 31, 2017, TDCC and its consolidated subsidiaries prior to the Business Separations1 ("Historical Dow"), and E. I. du Pont de Nemours and
Company and its consolidated subsidiaries prior to the Business Separations ("Historical DuPont"), each merged with wholly owned subsidiaries of and,
as a result, became subsidiaries of DowDuPont Inc. ("DowDuPont") (the "Merger"). On April 1, 2019, DowDuPont completed the previously
announced separation of its materials science business through a spin-off of Dow Inc.
Dow Inc. is now an independent, publicly traded company and its common stock is listed on the New York Stock Exchange. In addition, as a result of
the Business Separations, Dow Inc. became the direct parent company of TDCC and is the "successor issuer" to TDCC pursuant to Rule 15d-5
promulgated under the Exchange Act. Dow Inc. filed with the SEC a registration statement on Form 10 under the Exchange Act relating to the listing of
its common stock in connection with the Business Separations (initially filed on September 7, 2018, as amended on October 19, 2018, November 19,
2018, February 12, 2019, and March 8, 2019 (as so amended, the "Form 10")). The Form 10 was declared effective by the SEC on March 12, 2019. The
Form 10, including its exhibits and schedules, is available on the SEC's website, noted below; the final "Information Statement" associated with the
Form 10 was filed as Exhibit 99.1 to Dow Inc.'s Current Report on Form 8-K, filed with the SEC on April 1, 2019. Information contained within the
Form 10 and Information Statement should not be deemed a part of this prospectus and you should rely only on the information contained or
incorporated by reference in this prospectus.
You can obtain any of the documents listed above from the SEC, through the SEC's website at www.sec.gov, through our website at www.dow.com, or by
requesting them in writing or by telephone at the following address:
The Dow Chemical Company
2211 H.H. Dow Way
Midland, MI 48674
Attention: Investor Relations
1-989-636-1463
However, except for the filings of TDCC that are incorporated by reference into this prospectus, the information on or accessible through our website is
not a part of this prospectus. These documents are available without charge, excluding any exhibits to them, unless the exhibit is specifically listed as an
exhibit to the registration statement on Form S-4 of which this prospectus forms a part.
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the
expiration of the exchange offers.

1 "Business Separations" refers to a series of internal reorganization and realignment steps by DowDuPont to realign its businesses into three publicly
traded companies through the separation of its agriculture, materials science and specialty products businesses in one or more tax-efficient
transactions.

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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by
referring to those documents. The information that TDCC files later with the SEC prior to closing this offering (including after the date of the initial
registration statement and prior to effectiveness) will automatically update and, in some cases, supersede this information. TDCC specifically
incorporates by reference the following documents or information and all documents or information that TDCC subsequently files with the SEC prior to
closing this offering under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information deemed to have
been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including
any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)):

·
The Annual Report on Form 10-K of TDCC for the fiscal year ended December 31, 2018, filed with the SEC on February 11, 2019 (the

"TDCC 10-K");

·
The Quarterly Report on Form 10-Q of Dow Inc. and TDCC, for the quarterly period ended March 31, 2019, filed with the SEC on May 3,

2019;

·
The Quarterly Report on Form 10-Q of Dow Inc. and TDCC, for the quarterly period ended June 30, 2019, filed with the SEC on July 25,

2019;

·
The Current Reports on Form 8-K of TDCC, filed with the SEC on March 13, 2019 and April 2, 2019;

·
The Current Report on Form 8-K of Dow Inc. and TDCC, filed with the SEC on May 20, 2019 (under Item 8.01);

·
The Current Report on Form 8-K of Dow Inc. and TDCC, filed with the SEC on July 25, 2019, recasting portions of the TDCC 10-K (the

"10-K Recast"); and

·
The Current Reports on Form 8-K of Dow Inc. and TDCC, filed with the SEC on August 5, 2019 and September 23, 2019.
Upon your oral or written request, we will provide you with a copy of any of these filings at no cost. Requests should be directed to Investor Relations,
The Dow Chemical Company, 2211 H.H. Dow Way, Midland, Michigan, 48674, Telephone No. 1-989-636-1463.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains "forward-looking statements" within the meaning of the federal
securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. In this context, forward-looking statements often
address expected future business and financial performance, financial condition, and other matters, and often contain words such as "anticipate,"
"believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be,"
"will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words. Forward-looking statements are based
on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-
looking statements.
Forward-looking statements include, but are not limited to: expectations as to future sales of Dow's products; the ability to protect Dow's intellectual
property in the United States and abroad; estimates regarding Dow's capital requirements and need for and availability of financing; estimates of Dow's
expenses, future revenues and profitability; estimates of the size of the markets for Dow's products and services and Dow's ability to compete in such
markets; expectations related to the rate and degree of market acceptance of Dow's products; the outcome of certain Dow contingencies, such as
litigation and environmental matters; estimates of the success of competing technologies that may become available; and expectations regarding the
benefits and costs associated with each of the foregoing.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Forward-looking statements are based on certain
assumptions and expectations of future events which may not be realized and speak only as of the date the statements were made. In addition, forward-
looking statements also involve risks, uncertainties and other factors that are beyond Dow's control that could cause Dow's actual results to differ
materially from those projected, anticipated or implied in the forward-looking statements. These factors include, but are not limited to: fluctuations in
energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; significant litigation and
environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political
conditions; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and
commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war; weather events and natural disasters;
ability to protect, defend and enforce Dow's intellectual property rights; increased competition; changes in relationships with Dow's significant
customers and suppliers; unanticipated expenses such as litigation or legal settlement expenses; unanticipated business disruptions; Dow's ability to
predict, identify and interpret changes in consumer preferences and demand; Dow's ability to complete proposed divestitures or acquisitions; Dow's
ability to realize the expected benefits of acquisitions if they are completed; the availability of financing to Dow in the future and the terms and
conditions of such financing; and disruptions in Dow's information technology networks and systems. Additionally, there may be other risks and
uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business.
Risks related to achieving the anticipated benefits of Dow's separation from DowDuPont include, but are not limited to, a number of conditions outside
the control of Dow including risks related to Dow's inability to achieve some or all of the benefits that Dow expects to receive from the separation from
DowDuPont; certain tax risks associated with the separation; Dow's inability to make necessary changes to operate as a stand-alone company; the
failure of Dow's pro forma financial information to be a reliable indicator of Dow's future results; Dow's inability to enjoy the same benefits of
diversity, leverage and market reputation that it enjoyed as a combined company; Dow's inability to receive third-party consents required under the
separation agreement; Dow's customers, suppliers and others' perception of Dow's financial stability on a stand-alone basis; non-compete restrictions
under the separation agreement; receipt of less favorable terms in the commercial agreements Dow entered into with E. I. du Pont de Nemours and
Company n/k/a DuPont de Nemours, Inc. ("DuPont") and Corteva, Inc. ("Corteva"), including restrictions under intellectual property cross-license

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agreements, than Dow would have received from an unaffiliated third party; and Dow's obligation to indemnify DuPont and/or Corteva for certain
liabilities.
Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the
current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that
the expectation or belief will result or be achieved or accomplished. For a more detailed discussion of Dow's risks and uncertainties, see the section
titled "Risk Factors" in Dow Inc. and TDCC's combined Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, in the 10-K
Recast and in Part I, Item 1A of the TDCC 10-K. Dow undertakes no obligation to update or revise publicly any forward-looking statements whether
because of new information, future events, or otherwise, except as required by securities and other applicable laws.

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SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements (including the notes thereto) appearing elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not
contain all the information that may be important to you. You should read the entire prospectus, including the section entitled "Risk Factors," as
well as the information incorporated by reference, before making an investment decision. Some of the statements in this "Summary" are "forward-
looking statements." Please see "Cautionary Statement Concerning Forward-Looking Statements" for more information regarding these
statements. The "Description of the Exchange Notes" section of this prospectus contains more detailed information about the terms and conditions
of the Exchange Notes.
THE COMPANY
Overview
Dow combines one of the broadest technology sets in the industry with asset integration, focused innovation and global scale to achieve profitable
growth and become the most innovative, customer-centric, inclusive and sustainable materials science company. Dow's portfolio of performance
materials, industrial intermediates and plastics businesses delivers a broad range of differentiated science-based products and solutions for its
customers in high-growth segments, such as packaging, infrastructure and consumer care. Dow operates 113 manufacturing sites in 31 countries
and employs approximately 37,000 people. Dow delivered pro forma sales of approximately $50 billion in 2018.
Dow's principal executive offices are located at 2211 H.H. Dow Way, Midland, Michigan 48674. Our telephone number is (989) 636-1000.
Issuance of Restricted Notes
On November 30, 2018, we completed a private placement of $2,000,000,000 aggregate principal amount of the Restricted Notes, consisting of
$500,000,000 aggregate principal amount of the 2025 Restricted Notes, $600,000,000 aggregate principal amount of the 2028 Restricted Notes and
$900,000,000 aggregate principal amount of the 2048 Restricted Notes. On May 20, 2019, we completed a private placement of $2,000,000,000
aggregate principal amount of the Restricted Notes consisting of $500,000,000 aggregate principal amount of the 2024 Restricted Notes,
$750,000,000 aggregate principal amount of the 2026 Restricted Notes and $750,000,000 aggregate principal amount of the 2049 Restricted Notes.
The Restricted Notes were issued in private transactions that were not subject to the registration requirements of the Securities Act and were
offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons outside the United
States under Regulation S under the Securities Act. In addition, in connection with each private placement, we entered into a Registration Rights
Agreement (as defined below) pursuant to which it agreed, among other things, to file the registration statement of which this prospectus is a part.
The Exchange Offers
These exchange offers are intended to satisfy the obligations under the Registration Rights Agreements. After the exchange offers are completed,
you will no longer be entitled to any registration rights with respect to the Restricted Notes. The Exchange Notes will be our obligations and will be
entitled to the benefits of the indenture governing the Exchange Notes. The form and terms of the respective series of Exchange Notes are identical
in all material respects to the form and terms of the corresponding series of Restricted Notes, except that:

·
the Exchange Notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;

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·
the Exchange Notes will have no transfer restrictions;

·
the Exchange Notes will not have registration rights; and

·
the Exchange Notes will not have rights to additional interest.
The following is a summary of the exchange offers. For more information, please see "The Exchange Offers."

The Exchange Offers
We are offering to exchange, upon the terms and conditions set forth in this prospectus, any
and all outstanding Restricted Notes for Exchange Notes as follows:

· 2024 Exchange Notes for our currently outstanding 2024 Restricted Notes;

· 2025 Exchange Notes for our currently outstanding 2025 Restricted Notes;

· 2026 Exchange Notes for our currently outstanding 2026 Restricted Notes;

· 2028 Exchange Notes for our currently outstanding 2028 Restricted Notes;

· 2048 Exchange Notes for our currently outstanding 2048 Restricted Notes; and

· 2049 Exchange Notes for our currently outstanding 2049 Restricted Notes.

The Exchange Notes are identical in all material respects to the terms of the corresponding
series of Restricted Notes, except that the Exchange Notes have been registered under the

Securities Act, and the transfer restrictions and registration rights relating to the Restricted
Notes do not apply to the Exchange Notes. See "The Exchange Offers--Terms of the
Exchange Offers."

Restricted Notes may be exchanged only in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof. Exchange Notes will be issued only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

CUSIP and ISIN Numbers
The CUSIP number for the 2024 Restricted Notes is 260543 CS0 (Rule 144A) and ISIN
number is U26054 KJ1 (Regulation S). The CUSIP number for the 2024 Exchange Notes
is 260543 CT8 and ISIN number is US260543CT82.

The CUSIP number for the 2025 Restricted Notes is 260543 CM3 (Rule 144A) and ISIN

number is U26054 KF9 (Regulation S). The CUSIP number for the 2025 Exchange Notes
is 260543 CN1 and ISIN number is US260543CN13.

The CUSIP number for the 2026 Restricted Notes is 260543 CW1 (Rule 144A) and ISIN

number is U26054 KL6 (Regulation S). The CUSIP number for the 2026 Exchange Notes
is 260543 CX9 and ISIN number is US260543CX94.

2
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