Obligation The Kola-Cola Company 4.125% ( US191216CP30 ) en USD

The Kola-Cola Company

89.246 % ▲

Etas-Unis

US191216CP30 ( en USD )

4.125% par an ( paiement semestriel )

25/03/2040

Prospectus brochure de l'obligation The Coca-Cola Company US191216CP30 en USD 4.125%, échéance 25/03/2040

2 000 USD

500 000 000 USD

191216CP3

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

25/09/2025 ( Dans 102 jours )

The Coca-Cola Company est une multinationale américaine productrice et distributrice de boissons non alcoolisées, dont la marque phare, Coca-Cola, est l'une des plus reconnues au monde.

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216CP30, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/03/2040

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216CP30, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216CP30, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Price

Registration Fee(1)

2.950% Notes due 2025

$1,000,000,000
99.917%

$999,170,000

3.375% Notes due 2027

$1,000,000,000
99.981%

$999,810,000

3.450% Notes due 2030

$1,250,000,000
99.665%

$1,245,812,500

4.125% Notes due 2040

$500,000,000

99.824%

$499,120,000

4.200% Notes due 2050

$1,250,000,000
99.358%

$1,241,975,000

Total

$5,000,000,000

$4,985,887,500
$647,169

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-234311
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 24, 2019)
$5,000,000,000
$1,000,000,000 2.950% Notes due 2025
$1,000,000,000 3.375% Notes due 2027
$1,250,000,000 3.450% Notes due 2030
$500,000,000 4.125% Notes due 2040
$1,250,000,000 4.200% Notes due 2050
We are offering $1,000,000,000 principal amount of 2.950% Notes due 2025, which we refer to in this prospectus supplement as the "2025 notes,"
$1,000,000,000 principal amount of 3.375% Notes due 2027, which we refer to in this prospectus supplement as the "2027 notes," $1,250,000,000
principal amount of 3.450% Notes due 2030, which we refer to in this prospectus supplement as the "2030 notes," $500,000,000 principal amount of
4.125% Notes due 2040, which we refer to in this prospectus supplement as the "2040 notes," and $1,250,000,000 principal amount of 4.200% Notes
due 2050, which we refer to in this prospectus supplement as the "2050 notes." We collectively refer to all of the series of notes offered hereby as the
"notes."
The 2025 notes will bear interest at a rate per annum of 2.950%, the 2027 notes at a rate per annum of 3.375%, the 2030 notes at a rate per annum
of 3.450%, the 2040 notes at a rate per annum of 4.125% and the 2050 notes at a rate per annum of 4.200%. We will pay interest on the notes semi-
annually in arrears on March 25 and September 25 of each year, beginning on September 25, 2020. The 2025 notes will mature on March 25, 2025, the
2027 notes on March 25, 2027, the 2030 notes on March 25, 2030, the 2040 notes on March 25, 2040 and the 2050 notes on March 25, 2050. We may
redeem any series of the notes at our option and at any time, either in whole or in part, at the applicable redemption price described in this prospectus
supplement. The notes will be our unsecured obligations and will rank equally with our unsecured senior indebtedness from time to time outstanding.
The notes will be issued only in denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
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The notes will not be listed on any securities exchange or quoted on any automated quotation system. There is currently no public market for any
series of the notes.
Investing in the notes involves risks. See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019,
which is incorporated by reference into this prospectus supplement and the accompanying prospectus.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or
disapproved of the notes or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Per 2025
Per 2027
Per 2030
Per 2040
Per 2050

Note

Total

Note

Total

Note

Total

Note

Total

Note

Total

Public offering price
99.917% $999,170,000 99.981% $999,810,000 99.665%
$1,245,812,500 99.824% $499,120,000 99.358%
$1,241,975,000

Underwriting discounts

0.350%
$3,500,000

0.400%
$4,000,000

0.450%
$5,625,000

0.875%
$4,375,000

0.875%
$10,937,500

Proceeds, before expenses, to The
Coca-Cola Company
99.567% $995,670,000 99.581% $995,810,000 99.215%
$1,240,187,500 98.949% $494,745,000 98.483%
$1,231,037,500

The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from March 25, 2020.
The underwriters expect to deliver the notes to investors in book-entry form only through The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, societé anonyme and Euroclear Bank S.A./N.V., on or about March 25, 2020.
Joint Book-Running Managers
BofA Securities
Citigroup
J.P. Morgan
Wells Fargo Securities
Co- Managers
Mischler Financial Group, Inc.

Siebert Williams Shank

The date of this prospectus supplement is March 20, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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SUMMARY
S-1
USE OF PROCEEDS
S-4
CAPITALIZATION
S-5
DESCRIPTION OF NOTES
S-6
U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
S-11
UNDERWRITING
S-14
LEGAL OPINIONS
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Prospectus

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ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

2
OUR COMPANY

3
USE OF PROCEEDS

5
DESCRIPTION OF DEBT SECURITIES

6
DESCRIPTION OF CAPITAL STOCK

20
DESCRIPTION OF WARRANTS

24
DESCRIPTION OF DEPOSITARY SHARES

25
DESCRIPTION OF PURCHASE CONTRACTS

28
PLAN OF DISTRIBUTION

29
LEGAL MATTERS

30
EXPERTS

30
Table of Contents
In this prospectus supplement, except as otherwise indicated or the context otherwise requires, the terms "The Coca-Cola Company," "Company,"
"we," "us" and "our" mean The Coca-Cola Company and all entities included in its consolidated financial statements.
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us
and securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes the specific details
regarding this offering. Generally, when we refer to the "prospectus," we are referring to both documents combined. Additional information is
incorporated by reference into this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying
prospectus, you should rely on this prospectus supplement.
You should rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanying prospectus or
any related free writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). We have not, and the underwriters have not,
authorized anyone else to provide you with different or additional information. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer and sale is not
permitted. You should not assume that the information in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any
document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations
and prospects may have changed since those dates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference herein may contain statements, estimates or projections that constitute
"forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate,"
"project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements
are subject to certain risks and uncertainties that could cause The Coca-Cola Company's actual results to differ materially from its historical experience
and our present expectations or projections. These risks include, but are not limited to, obesity and other health-related concerns; evolving consumer
product and shopping preferences; increased competition; water scarcity and poor quality; increased demand for food products and decreased
agricultural productivity; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive
sweeteners and biotechnology-derived substances, and of other substances present in our beverage products or packaging materials; an inability to be
successful in our innovation activities; an inability to protect our information systems against service interruption, misappropriation of data or breaches
of security; failure to comply with personal data protection and privacy laws; failure to digitize the Coca-Cola system, changes in the retail landscape or
the loss of key retail or foodservice customers; an inability to expand operations in emerging and developing markets; fluctuations in foreign currency
exchange rates; interest rate increases; an inability to maintain good relationships with our bottling partners; a deterioration in our bottling partners'
financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in
the United States or in one or more other major markets; an inability to successfully manage the possible negative consequences of our productivity
initiatives; an inability to attract or retain a highly skilled and diverse workforce; increased cost, disruption of supply or shortage of energy or fuel;
increased cost, disruption of supply or shortage of ingredients, other raw materials, packaging materials, aluminum cans and other containers; increasing
concerns about the environmental impact of plastic bottles and other plastic packaging materials; changes in laws and
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regulations relating to beverage containers and packaging; significant additional labeling or warning requirements or limitations on the marketing or sale
of our products; unfavorable general economic conditions in the United States; unfavorable economic and political conditions in international markets;
litigation or legal proceedings; conducting business in markets with high-risk legal compliance environments; failure by our third-party service
providers and business partners to satisfactorily fulfill their commitments and responsibilities; failure to adequately protect, or disputes relating to,
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trademarks, formulae and other intellectual property rights; adverse weather conditions; climate change and legal or regulatory responses thereto;
damage to our brand image and corporate reputation from negative publicity, whether or not warranted, concerning product safety or quality, human
and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to our products or our business
operations; changes in accounting standards; an inability to achieve our overall long-term growth objectives; deterioration of global credit market
conditions; default by or failure of one or more of our counterparty financial institutions; an inability to renew collective bargaining agreements on
satisfactory terms, or we or our bottling partners experience strikes, work stoppages or labor unrest; future impairment charges; multi-employer pension
plan withdrawal liabilities in the future; an inability to successfully integrate and manage our Company-owned or -controlled bottling operations or
other acquired businesses or brands; failure to realize a significant portion of the anticipated benefits of our strategic relationship with Monster
Beverage Corporation; global or regional catastrophic events; and other risks discussed in our filings with the SEC, including our Annual Report on
Form 10-K for the year ended December 31, 2019, which filings are available from the SEC. You should not place undue reliance on forward-looking
statements, which speak only at the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements.
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Table of Contents
SUMMARY
This summary highlights selected information contained in, or incorporated by reference into, this prospectus supplement and the accompanying
prospectus and does not contain all of the information that you should consider in making your investment decision. You should read this summary
together with the more detailed information appearing elsewhere in this prospectus supplement, as well as the information in the accompanying
prospectus and in the documents incorporated by reference into this prospectus supplement or the accompanying prospectus. You should carefully
consider, among other things, the matters discussed in the sections titled "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2019, which is incorporated by reference into this prospectus supplement and the accompanying prospectus.
Our Company
General
The Coca-Cola Company is the world's largest nonalcoholic beverage company. We own or license and market more than 500 nonalcoholic
beverage brands, which we group into the following category clusters: sparkling soft drinks; water, enhanced water and sports drinks; juice, dairy and
plant-based beverages; tea and coffee; and energy drinks. We own and market four of the world's top five nonalcoholic sparkling soft drink brands:
Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks, sold in the United States since 1886, are now sold in more
than 200 countries and territories.
We make our branded beverage products available to consumers throughout the world through our network of independent bottling partners,
distributors, wholesalers and retailers as well as Company-owned or -controlled bottling and distribution operations--the world's largest nonalcoholic
beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for 2.0 billion of the approximately 61 billion servings
of all beverages consumed worldwide every day.
We believe our success depends on our ability to connect with consumers by providing them with a wide variety of beverage options to meet their
desires, needs and lifestyles. Our success further depends on the ability of our people to execute effectively, every day.
Our objective is to execute our growth strategy centered around disciplined portfolio growth; an aligned and engaged bottling system; and winning
with our stakeholders--all supported by revenue growth management and brand-building initiatives--to become more competitive and to accelerate
growth in a manner that creates value for our shareowners.
We were incorporated in September 1919 under the laws of the State of Delaware and succeeded to the business of a Georgia corporation with the
same name that had been organized in 1892.
Our principal office is located at One Coca-Cola Plaza, Atlanta, Georgia 30313, and our telephone number at that address is (404) 676-2121. We
maintain a website at www.coca-colacompany.com where general information about us is available. We are not incorporating the contents of the
website into this prospectus supplement or the accompanying prospectus.
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Table of Contents
The Offering
Issuer
The Coca-Cola Company.

Securities Offered
$1,000,000,000 principal amount of 2.950% Notes due 2025.

$1,000,000,000 principal amount of 3.375% Notes due 2027.

$1,250,000,000 principal amount of 3.450% Notes due 2030.

$500,000,000 principal amount of 4.125% Notes due 2040.

$1,250,000,000 principal amount of 4.200% Notes due 2050.

Maturity Date
The 2025 notes: March 25, 2025.

The 2027 notes: March 25, 2027.

The 2030 notes: March 25, 2030.

The 2040 notes: March 25, 2040.

The 2050 notes: March 25, 2050.

Interest Rate
The 2025 notes: 2.950% per annum, payable semi-annually in arrears.

The 2027 notes: 3.375% per annum, payable semi-annually in arrears.

The 2030 notes: 3.450% per annum, payable semi-annually in arrears.

The 2040 notes: 4.125% per annum, payable semi-annually in arrears.

The 2050 notes: 4.200% per annum, payable semi-annually in arrears.

Interest Payment Dates
The 2025 notes: March 25 and of September 25 each year, commencing on
September 25, 2020.

The 2027 notes: March 25 and of September 25 each year, commencing on
September 25, 2020.

The 2030 notes: March 25 and of September 25 each year, commencing on
September 25, 2020.

The 2040 notes: March 25 and of September 25 each year, commencing on
September 25, 2020.

The 2050 notes: March 25 and of September 25 each year, commencing on
September 25, 2020.

Optional Redemption
We may redeem any series of the notes at our option and at any time, either
as a whole or in part, at the applicable redemption price described under
"Description of Notes--Optional Redemption."

Ranking
The notes will be our unsecured obligations and will rank equally with our
unsecured senior indebtedness from time to time outstanding.
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Table of Contents
Further Issues
We may, at any time, without notice to or the consent of the holders of the
notes, create and issue further notes ranking equally with any series of the
notes in all respects (or in all respects other than the payment of interest
accruing prior to the issue date of such further notes or except for, in some
cases, the first payment of interest following the issue date of such further
notes).

Book-Entry; Form and Denominations
We will issue the notes of each series in the form of one or more global notes
in definitive, fully registered, book-entry form. The global notes will be
deposited with or on behalf of The Depository Trust Company ("DTC") and
registered in the name of Cede & Co., as nominee of DTC. The notes will be
issued only in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof.

Use of Proceeds
We expect to use the net proceeds from the offering for general corporate
purposes. See "Use of Proceeds."

Tax Considerations
You should consult your tax advisor with respect to the U.S. federal income
tax considerations of purchasing, owning and disposing of the notes in light of
your own particular situation and with respect to any tax considerations
arising under the laws of any state, local, foreign or other taxing jurisdiction.
See "U.S. Federal Income Tax Considerations to Non-U.S. Holders."

Governing Law
The senior indenture is governed and the notes will be governed by the laws
of the State of New York.

Trustee
Deutsche Bank Trust Company Americas.

Risk Factors
See "Risk Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2019 for a discussion of certain relevant factors you should
carefully consider before deciding to invest in the notes.
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Table of Contents
USE OF PROCEEDS
We estimate that we will receive net proceeds from the offering of approximately $4.95 billion after deducting the underwriting discounts and
estimated expenses of the offering payable by us.
We expect to use the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures,
acquisitions of or investments in businesses or assets and redemption and repayment of short-term or long-term borrowings. Pending application of the
net proceeds, we may temporarily invest the net proceeds in short-term marketable securities.
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CAPITALIZATION
The following table presents the capitalization of the Company and its consolidated subsidiaries at December 31, 2019 and as adjusted to give
effect to this offering and the intended application of the estimated net proceeds of this offering as set forth in "Use of Proceeds." You should read the
following information in conjunction with our consolidated financial statements and the notes to those financial statements and the information under
the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the
year ended December 31, 2019, which is incorporated by reference into this prospectus supplement.
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At December 31, 2019

(In millions)

Actual

As Adjusted

Cash, cash equivalents and short-term investments:

Cash and cash equivalents
$
6,480 $
11,431
Short-term investments

1,467
1,467
?
?
?
?
?
?
?
?
Cash, cash equivalents and short-term investments
$
7,947 $
12,898
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Debt, including current portion:

Loans and notes payable
$ 10,994 $
10,994
Current portion of long-term debt

4,253
4,253
Notes outstanding

27,516
27,516
Notes offered hereby

--
4,986
?
?
?
?
?
?
?
?
Total debt
$ 42,763 $
47,749
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Total debt less cash, cash equivalents and short-term investments
$ 34,816 $
34,851
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Total shareowners' equity
$ 21,098 $
21,098
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Total capitalization
$ 63,861 $
68,847
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
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Table of Contents
DESCRIPTION OF NOTES
The following summary of the terms of the notes supplements the general description of debt securities contained in the accompanying prospectus.
To the extent the following terms are inconsistent with the general description contained in the accompanying prospectus, the following terms replace
such inconsistent terms. You should read both the accompanying prospectus and this prospectus supplement in their entirety.
General
The 2025 notes:
·
will be in an aggregate initial principal amount of $1,000,000,000, subject to our ability to issue additional notes which may be of the
same series as the 2025 notes as described under "--Further Issues";
·
will mature on March 25, 2025;
·
will bear interest at a rate of 2.950% per annum;
·
will be our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
·
will be repaid at par at maturity;
·
will be redeemable by us at any time prior to maturity as described below under "--Optional Redemption"; and
·
will not be subject to any sinking fund.
The 2027 notes:
·
will be in an aggregate initial principal amount of $1,000,000,000, subject to our ability to issue additional notes which may be of the
same series as the 2027 notes as described under "--Further Issues";
·
will mature on March 25, 2027;
·
will bear interest at a rate of 3.375% per annum;
·
will be our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
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·
will be repaid at par at maturity;
·
will be redeemable by us at any time prior to maturity as described below under "--Optional Redemption"; and
·
will not be subject to any sinking fund.
The 2030 notes:
·
will be in an aggregate initial principal amount of $1,250,000,000, subject to our ability to issue additional notes which may be of the
same series as the 2030 notes as described under "--Further Issues";
·
will mature on March 25, 2030;
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·
will bear interest at a rate of 3.450% per annum;
·
will be our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
·
will be repaid at par at maturity;
·
will be redeemable by us at any time prior to maturity as described below under "--Optional Redemption"; and
·
will not be subject to any sinking fund.
The 2040 notes:
·
will be in an aggregate initial principal amount of $500,000,000, subject to our ability to issue additional notes which may be of the
same series as the 2040 notes as described under "--Further Issues";
·
will mature on March 25, 2040;
·
will bear interest at a rate of 4.125% per annum;
·
will be our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
·
will be repaid at par at maturity;
·
will be redeemable by us at any time prior to maturity as described below under "--Optional Redemption"; and
·
will not be subject to any sinking fund.
The 2050 notes:
·
will be in an aggregate initial principal amount of $1,250,000,000, subject to our ability to issue additional notes which may be of the
same series as the 2050 notes as described under "--Further Issues";
·
will mature on March 25, 2050;
·
will bear interest at a rate of 4.200% per annum;
·
will be our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
·
will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
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·
will be repaid at par at maturity;
·
will be redeemable by us at any time prior to maturity as described below under "--Optional Redemption"; and
·
will not be subject to any sinking fund.
The notes offered by this prospectus supplement are senior debt securities issued under our senior indenture, dated April 26, 1988, as amended (the
"senior indenture"), with Deutsche Bank Trust
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Company Americas, as successor to Bankers Trust Company, as trustee. The senior indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended.
The senior indenture and the notes do not limit the amount of unsecured indebtedness that may be incurred or the amount of securities that may be
issued by us. We may issue debt securities under the senior indenture in one or more series, each with different terms, up to the aggregate principal
amount which we may authorize from time to time. We also have the right to "re-open" a previous issue of a series of debt securities by issuing
additional debt securities of such series.
Inapplicability of Defeasance, Lien, Sale and Leaseback Provisions
The defeasance provisions described in the accompanying prospectus under "Description of Debt Securities--Defeasance of the Indentures and
Securities" and in Section 12.01(b) of the senior indenture will not be applicable to the notes. The lien and sale and leaseback provisions described in
the accompanying prospectus under "Description of Debt Securities--Restrictive Covenants" and in Sections 5.03 and 5.04 of the senior indenture will
not be applicable to the notes.
Interest on the Notes
Interest on the notes will accrue from and including March 25, 2020 or from and including the most recent interest payment date to which interest
has been paid or provided for. We will make interest payments on the notes semi-annually on March 25 and September 25 of each year, with the first
interest payment being made on September 25, 2020. We will make interest payments to the person in whose name the notes are registered at the close
of business on the 15th calendar day (whether or not a business day) preceding the respective interest payment date.
If the interest payment date is not a business day at the relevant place of payment, payment of interest will be made on the next day that is a
business day at such place of payment and no interest will accrue as a result of such delayed payment on amounts payable from and after such interest
payment date to the next succeeding business day. For the purposes of the notes, "business day" means any day that is not a Saturday or Sunday and that
is not a day on which banking institutions are generally authorized or obligated by law or executive order to close in the City of New York and, for any
place of payment outside of the City of New York, in such place of payment. Interest on the notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
Optional Redemption
Meaning of terms
We may redeem any series of the notes at our option as described below. See "--Our redemption rights." The following terms are relevant to the
determination of the redemption prices of the notes:
When we use the term "Treasury rate," we mean, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield
to maturity of the comparable Treasury issue (as defined below). In determining this rate, we assume a price for the comparable Treasury issue
(expressed as a percentage of its principal amount) equal to the comparable Treasury price (as defined below) for such redemption date.
When we use the term "comparable Treasury issue," we mean the United States Treasury security selected by an independent investment banker
(as defined below) as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing a new issue of corporate debt securities of comparable maturity to the remaining term of
such notes.
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"independent investment banker" means each of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, and their respective successors as may be appointed from time to time by us; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in the United States, or a "primary Treasury dealer," we shall substitute therefor another
primary Treasury dealer.
When we use the term "comparable Treasury price," we mean, with respect to any redemption date (1), the arithmetic average of the reference
Treasury dealer quotations (as defined below) for such redemption date, after excluding the highest and lowest of such reference Treasury dealer
quotations, or (2) if we obtain fewer than three such reference Treasury dealer quotations, the arithmetic average of all reference Treasury dealer
quotations obtained, or (3) if only one reference Treasury dealer quotation is obtained, such reference Treasury dealer quotation.
"reference Treasury dealer quotations" means, with respect to each reference Treasury dealer and any redemption date, the arithmetic average, as
determined by us, 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 us by such reference Treasury dealer by 5:00 p.m. on the third business day preceding such redemption date.
"reference Treasury dealer" means each of BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary Treasury dealer, the
Company shall substitute therefor another primary Treasury dealer.
When we use the term "remaining scheduled payments," we mean, with respect to any note, the remaining scheduled payments of the principal
thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such note, the amount of the next scheduled interest payment thereon will be reduced by
the amount of interest accrued thereon to such redemption date.
Our redemption rights
We may redeem any series of notes at our option and at any time, either as a whole or in part. If we elect to redeem a series of notes, we will pay a
redemption price equal to the greater of:
·
100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date; and
·
the sum of the present values of the remaining scheduled payments, plus accrued and unpaid interest to, but excluding, the redemption
date (excluding any portion of such payments of interest accrued as of the date of redemption).
In determining the present value of the remaining scheduled payments, we will discount such payments to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury rate plus 40 basis points for the 2025
notes, a discount rate equal to the Treasury rate plus 40 basis points for the 2027 notes, a discount rate equal to the Treasury rate plus 40 basis points for
the 2030 notes, a discount rate equal to the Treasury rate plus 40 basis points for the 2040 notes and a discount rate equal to the Treasury rate plus 40
basis points for the 2050 notes. A partial redemption of notes may be effected by such method as the trustee shall deem fair and appropriate in
accordance with DTC procedures and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for such
notes or any integral multiple of $1,000 in excess thereof) of the principal amount of such notes of a denomination larger than the minimum authorized
denomination for such notes.
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The trustee shall have no responsibility for the calculation of the redemption price.
Notice of any redemption will be mailed at least 15 days but not more than 30 days before the redemption date to each holder of notes to be
redeemed.
Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof
called for redemption.
Further Issues
We may from time to time, without notice to or the consent of the holders of the notes, create and issue further notes ranking equally with and
having the same terms and conditions as any series of the notes in all respects (other than the issue date, the price to the public, the payment of interest
accruing prior to the issue date of such further notes and, in some cases, the first payment of interest following the issue date of such further notes). Such
further notes may be consolidated and form a single series with the previously issued notes of that series and have the same terms as to status,
redemption or otherwise as the notes of that series.
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