Obligation ExxonMobil 3.482% ( US30231GBK76 ) en USD

ExxonMobil

100 % ▲

Etas-Unis

US30231GBK76 ( en USD )

3.482% par an ( paiement semestriel )

18/03/2030

Prospectus brochure de l'obligation Exxon Mobil US30231GBK76 en USD 3.482%, échéance 18/03/2030

2 000 USD

2 000 000 000 USD

30231GBK7

AA- ( Haute qualité )

Aa2 ( Haute qualité )

19/03/2026 ( Dans 133 jours )

ExxonMobil est une société multinationale américaine intégrée du secteur pétrolier et gazier, active dans l'exploration, la production, le raffinage, le transport et la commercialisation d'hydrocarbures.

L'Obligation émise par ExxonMobil ( Etas-Unis ) , en USD, avec le code ISIN US30231GBK76, paye un coupon de 3.482% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/03/2030

L'Obligation émise par ExxonMobil ( Etas-Unis ) , en USD, avec le code ISIN US30231GBK76, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par ExxonMobil ( Etas-Unis ) , en USD, avec le code ISIN US30231GBK76, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d872215d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
SEC File No. 333-237052

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

Registered

Per Security

Offering Price

Registration Fee (1)
2.992% Notes due 2025

$1,500,000,000

100.000%

$1,500,000,000

$194,700
3.294% Notes due 2027

$1,000,000,000

100.000%

$1,000,000,000

$129,800
3.482% Notes due 2030

$2,000,000,000

100.000%

$2,000,000,000

$259,600
4.227% Notes due 2040

$1,250,000,000

100.000%

$1,250,000,000

$162,250
4.327% Notes due 2050

$2,750,000,000

100.000%

$2,750,000,000

$356,950

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $1,103,300.
Table of Contents
Prospectus supplement
(To prospectus dated March 10, 2020)

Exxon Mobil Corporation
$1,500,000,000 2.992% Notes due 2025
$1,000,000,000 3.294% Notes due 2027
$2,000,000,000 3.482% Notes due 2030
$1,250,000,000 4.227% Notes due 2040
$2,750,000,000 4.327% Notes due 2050

Each of the 2.992% Notes due 2025 (the "2025 Fixed Rate Notes"), the 3.294% Notes due 2027 (the "2027 Fixed Rate Notes"), the 3.482% Notes due 2030 (the
"2030 Fixed Rate Notes"), the 4.227% Notes due 2040 (the "2040 Fixed Rate Notes") and the 4.327% Notes due 2050 (the "2050 Fixed Rate Notes" and, together with the 2025
Fixed Rate Notes, the 2027 Fixed Rate Notes, the 2030 Fixed Rate Notes and the 2040 Fixed Rate Notes, the "Notes") is an issue of the debt securities described in the
accompanying prospectus.
Interest on the Notes of each series is payable semiannually in arrears on March 19 and September 19 of each year commencing on September 19, 2020.
The 2025 Fixed Rate Notes mature on March 19, 2025, the 2027 Fixed Rate Notes mature on March 19, 2027, the 2030 Fixed Rate Notes mature on March 19, 2030,
the 2040 Fixed Rate Notes mature on March 19, 2040 and the 2050 Fixed Rate Notes mature on March 19, 2050.
We may redeem any or all of the Notes of each series at any time and from time to time at the redemption prices described under the headings "Description of Notes
--Optional redemption of the 2025 Fixed Rate Notes," "Description of Notes--Optional redemption of the 2027 Fixed Rate Notes," "Description of Notes--Optional redemption
of the 2030 Fixed Rate Notes," "Description of Notes--Optional redemption of the 2040 Fixed Rate Notes" and "Description of Notes--Optional redemption of the 2050 Fixed
Rate Notes."
Investing in the Notes involves certain risks. See "Risk Factors" on page S-7.
The Notes will be our general unsecured obligations and will rank equally in right of payment with all of our other existing and future unsecured and unsubordinated
debt from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting
Price to
Discounts and
Proceeds, Before

Public (1)

Commissions
Expenses, to Us
Per 2025 Fixed Rate Note

100.000%

0.120%

99.880%
Total

$1,500,000,000

$
1,800,000

$
1,498,200,000
Per 2027 Fixed Rate Note

100.000%

0.150%

99.850%
Total

$1,000,000,000

$
1,500,000

$
998,500,000
Per 2030 Fixed Rate Note

100.000%

0.200%

99.800%
Total

$2,000,000,000

$
4,000,000

$
1,996,000,000
Per 2040 Fixed Rate Note

100.000%

0.300%

99.700%
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
Total

$1,250,000,000

$
3,750,000

$
1,246,250,000
Per 2050 Fixed Rate Note

100.000%

0.425%

99.575%
Total

$2,750,000,000

$
11,687,500

$
2,738,312,500

(1)
Plus accrued interest, if any, from March 19, 2020.
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
We expect that delivery of the Notes will be made to investors in book-entry form through the facilities of The Depository Trust Company and its participants,
including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about March 19, 2020.

BofA Securities

Citigroup

J.P. Morgan

Barclays

Morgan Stanley

BNP PARIBAS
Deutsche Bank
HSBC
Mizuho
SOCIETE
Standard
Wells Fargo

Securities

Securities
GENERALE

Chartered Bank

Securities
Banca IMI
Credit
Goldman
Loop
RBC
Santander
Scotiabank
Siebert
SMBC
Standard
US Bancorp
Agricole
Sachs & Co.
Capital
Capital
Williams
Nikko
Bank

CIB

LLC
Markets Markets

Shank

March 17, 2020
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained in this prospectus
supplement or the accompanying prospectus or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained or incorporated by
reference in this prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus supplement or that the information
contained or incorporated by reference in the accompanying prospectus is accurate as of any date other than the date on the front cover of such document.
We and the underwriters are offering to sell the Notes only in places where offers and sales are permitted.
The terms "ExxonMobil," "the Company," "we," "us" and "our" refer to Exxon Mobil Corporation and its subsidiaries, unless otherwise stated
or the context otherwise requires. However, in the "Description of Notes" section of this prospectus supplement and the "Description of Debt Securities"
section of the accompanying prospectus, references to "the Company," "we," "us" and "our" are to Exxon Mobil Corporation only and not to any of its
subsidiaries.
TABLE OF CONTENTS

Page
About This Prospectus Supplement
S-1
Information Concerning Forward-Looking Statements
S-1
Prospectus Supplement Summary
S-2
The Offering
S-3
Risk Factors
S-7
Use of Proceeds
S-8
Capitalization
S-9
Description of Notes
S-10
Material U.S. Federal Income Tax Considerations
S-17
Underwriting
S-20
Validity of the Notes
S-24
Experts
S-24
Where You Can Find More Information and Incorporation by Reference
S-25
Prospectus

About This Prospectus
1
Exxon Mobil Corporation
1
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
Use of Proceeds
2
Description of Debt Securities
3
Forms of Debt Securities
9
Plan of Distribution
12
Where You Can Find More Information
14
Information Concerning Forward-Looking Statements
15
Validity of the Debt Securities
15
Experts
15

Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part consists of this prospectus supplement, which describes the specific terms of this offering and the
Notes offered. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. This
prospectus supplement and the accompanying prospectus also incorporate by reference certain documents that are described under "Where You Can Find
More Information and Incorporation by Reference." If the description of the offering varies between this prospectus supplement and the accompanying
prospectus, you should rely on the information in this prospectus supplement.
Before purchasing any Notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the
additional information described under the heading "Where You Can Find More Information and Incorporation by Reference" in this prospectus
supplement.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Statements related to outlooks, projections, goals, targets, descriptions of strategic plans and objectives, and other statements of future events
or conditions are forward-looking statements. Actual future results, including business and project plans, capacities, costs, and timing; capital spending;
proceeds from asset sales; resource recoveries and production rates; asset carrying values; proved reserves; financing sources; the resolution of
contingencies and uncertain tax positions; and the impact of new technologies, including to increase capital efficiency and production and to reduce
greenhouse gas emissions, could differ materially due to a number of factors. These include global or regional changes in supply and demand for oil, gas,
petrochemicals, feedstocks and other market conditions that impact prices and differentials; reservoir performance; the outcome of exploration projects and
timely completion of development and construction projects; the impact of fiscal and commercial terms and the outcome of commercial negotiations or
acquisitions; changes in law, taxes, or regulation, including environmental regulations, and timely granting of governmental permits; war, trade agreements,
shipping blockades or harassment, and other political, public health or security disturbances; opportunities for and regulatory approval of potential
investments or divestments; the actions of competitors; the capture of efficiencies between business lines; unforeseen technical or operating difficulties;
unexpected technological developments; the ability to bring new technologies to commercial scale on a cost-competitive basis, including large-scale
hydraulic fracturing projects; general economic conditions including the occurrence and duration of economic recessions; the results of research programs;
and other factors discussed in Item 1A of ExxonMobil's 2019 Form 10-K. We assume no duty to update these statements as of any future date.

S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus. This summary does not contain all of the information that you should consider before deciding to invest in the Notes. You should
carefully read this entire prospectus supplement and the accompanying prospectus, including the information incorporated by reference. See "Risk
Factors."
The Company
Exxon Mobil Corporation was incorporated in the State of New Jersey in 1882. Divisions and affiliated companies of ExxonMobil operate
or market products in the United States and most other countries of the world. Their principal business involves exploration for, and production of,
crude oil and natural gas and manufacture, trade, transport and sale of crude oil, natural gas, petroleum products, petrochemicals and a wide variety of
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
specialty products. Affiliates of ExxonMobil conduct extensive research programs in support of these businesses.
Our principal offices are located at 5959 Las Colinas Boulevard, Irving, Texas, 75039-2298, and our telephone number is (972)
940-6000. We maintain a website at exxonmobil.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.

S-2
Table of Contents
THE OFFERING

Issuer
Exxon Mobil Corporation

Securities
$1,500,000,000 aggregate principal amount of 2.992% Notes due 2025
$1,000,000,000 aggregate principal amount of 3.294% Notes due 2027
$2,000,000,000 aggregate principal amount of 3.482% Notes due 2030
$1,250,000,000 aggregate principal amount of 4.227% Notes due 2040
$2,750,000,000 aggregate principal amount of 4.327% Notes due 2050

Maturity
March 19, 2025, in the case of the 2025 Fixed Rate Notes
March 19, 2027, in the case of the 2027 Fixed Rate Notes
March 19, 2030, in the case of the 2030 Fixed Rate Notes
March 19, 2040, in the case of the 2040 Fixed Rate Notes
March 19, 2050, in the case of the 2050 Fixed Rate Notes

Interest rate
2.992% per annum, in the case of the 2025 Fixed Rate Notes
3.294% per annum, in the case of the 2027 Fixed Rate Notes
3.482% per annum, in the case of the 2030 Fixed Rate Notes
4.227% per annum, in the case of the 2040 Fixed Rate Notes
4.327% per annum, in the case of the 2050 Fixed Rate Notes

Interest payment dates
Interest on the Notes of each series will accrue from March 19, 2020 and will be payable
semiannually in arrears on March 19 and September 19 of each year, beginning on
September 19, 2020.

Record dates
Interest on the Notes of each series will be paid to holders of record at the close of business
on each March 4 and September 4 immediately preceding each interest payment date.

Ranking
The Notes of each series will be our general unsecured and unsubordinated obligations and
will rank equally in right of payment with all of our other existing and future unsecured and
unsubordinated debt from time to time outstanding.

No prior market
The Notes of each series are new securities and there is currently no established trading
market for the Notes. We do not intend to apply for listing of the Notes on any securities
exchange. Although the underwriters have informed us that they intend to make a market in
the Notes, they are not obligated to do so and they may discontinue market making activities
at any time without notice. Accordingly, we cannot assure you that a liquid market for the
Notes will develop or be maintained. See "Underwriting."

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
Optional redemption of the 2025
We may redeem any or all of the 2025 Fixed Rate Notes at our option at any time prior to
Fixed Rate Notes
February 19, 2025 (one month before maturity), at a redemption price equal to the greater of:

· 100% of the principal amount of the 2025 Fixed Rate Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of

the date of redemption), discounted to their present value as of such date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 35 basis points.

We may redeem any or all of the 2025 Fixed Rate Notes on or after February 19,
2025 (one month before maturity), at a redemption price equal to 100% of the principal
amount of the 2025 Fixed Rate Notes being redeemed on the redemption date. We will also
pay the accrued and unpaid interest on the 2025 Fixed Rate Notes to the redemption date. See
"Description of Notes--Optional redemption of the 2025 Fixed Rate Notes."

Optional redemption of the 2027
We may redeem any or all of the 2027 Fixed Rate Notes at our option at any time prior to
Fixed Rate Notes
January 19, 2027 (two months before maturity), at a redemption price equal to the greater of:

· 100% of the principal amount of the 2027 Fixed Rate Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of

the date of redemption), discounted to their present value as of such date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 35 basis points.

We may redeem any or all of the 2027 Fixed Rate Notes on or after January 19,
2027 (two months before maturity), at a redemption price equal to 100% of the principal

amount of the 2027 Fixed Rate Notes being redeemed on the redemption date. We will also
pay the accrued and unpaid interest on the 2027 Fixed Rate Notes to the redemption date. See
"Description of Notes--Optional redemption of the 2027 Fixed Rate Notes."

S-4
Table of Contents
Optional redemption of the 2030
We may redeem any or all of the 2030 Fixed Rate Notes at our option at any time prior to
Fixed Rate Notes
December 19, 2029 (three months before maturity), at a redemption price equal to the greater
of:

· 100% of the principal amount of the 2030 Fixed Rate Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of

the date of redemption), discounted to their present value as of such date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 40 basis points.

We may redeem any or all of the 2030 Fixed Rate Notes on or after December 19,
2029 (three months before maturity), at a redemption price equal to 100% of the principal

amount of the 2030 Fixed Rate Notes being redeemed on the redemption date. We will also
pay the accrued and unpaid interest on the 2030 Fixed Rate Notes to the redemption date. See
"Description of Notes--Optional redemption of the 2030 Fixed Rate Notes."
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement

Optional redemption of the 2040
We may redeem any or all of the 2040 Fixed Rate Notes at our option at any time prior to
Fixed Rate Notes
September 19, 2039 (six months before maturity), at a redemption price equal to the greater
of:

· 100% of the principal amount of the 2040 Fixed Rate Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of

the date of redemption), discounted to their present value as of such date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 40 basis points.

We may redeem any or all of the 2040 Fixed Rate Notes on or after September 19,
2039 (six months before maturity), at a redemption price equal to 100% of the principal

amount of the 2040 Fixed Rate Notes being redeemed on the redemption date. We will also
pay the accrued and unpaid interest on the 2040 Fixed Rate Notes to the redemption date. See
"Description of Notes--Optional redemption of the 2040 Fixed Rate Notes."

S-5
Table of Contents
Optional redemption of the 2050
We may redeem any or all of the 2050 Fixed Rate Notes at our option at any time prior to
Fixed Rate Notes
September 19, 2049 (six months before maturity), at a redemption price equal to the greater
of:

· 100% of the principal amount of the 2050 Fixed Rate Notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued as of

the date of redemption), discounted to their present value as of such date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 40 basis points.

We may redeem any or all of the 2050 Fixed Rate Notes on or after September 19,
2049 (six months before maturity), at a redemption price equal to 100% of the principal

amount of the 2050 Fixed Rate Notes being redeemed on the redemption date. We will also
pay the accrued and unpaid interest on the 2050 Fixed Rate Notes to the redemption date. See
"Description of Notes--Optional redemption of the 2050 Fixed Rate Notes."

Further issuances
We may from time to time, without notice to or the consent of the holders of a series of the
Notes, create and issue additional debt securities having the same terms (except for the issue
date, the public offering price and the first interest payment date) and ranking equally and
ratably with such series of the Notes, in all respects, as described under "Description of
Notes--General terms of the Notes."

Denomination and form
We will issue the Notes of each series in the form of one or more fully registered global
notes registered in the name of the nominee of The Depository Trust Company ("DTC").
Beneficial interests in the Notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Except in the limited circumstances described in the accompanying prospectus, owners of
beneficial interests in the Notes will not be entitled to have Notes registered in their names,
will not receive or be entitled to receive Notes in definitive form and will not be considered
holders of Notes under the indenture. The Notes will be issued only in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.

https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
Trustee
Deutsche Bank Trust Company Americas

Governing law
New York

S-6
Table of Contents
RISK FACTORS
Investing in the Notes involves risks. You should carefully consider all the information set forth in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein before deciding to invest in the Notes. In particular, we urge you to consider
carefully the risk factors set forth under the heading "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31,
2019 incorporated by reference into this prospectus supplement and the accompanying prospectus.

S-7
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of the Notes will be approximately $8,466 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the Notes for general
corporate purposes, including, but not limited to, refinancing a portion of our existing commercial paper borrowings, funding for working capital,
acquisitions, capital expenditures and other business opportunities. As of December 31, 2019, our commercial paper bore interest at an average rate of
1.7253% per annum and was incurred to finance working capital needs. We may temporarily invest funds that are not immediately needed for these
purposes in short-term investments, including, but not limited to, marketable securities.

S-8
Table of Contents
CAPITALIZATION
The following table sets forth a summary of our consolidated cash and cash equivalents and capitalization on an actual and as adjusted basis as
of December 31, 2019. Our consolidated cash and cash equivalents and capitalization, as adjusted, gives effect to the issuance of the Notes offered by this
prospectus supplement, but not the application of the net proceeds thereof. See "Use of Proceeds." This table should be read in conjunction with "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, in each case incorporated by reference into this prospectus supplement and the
accompanying prospectus.

As of December 31, 2019

(Dollars in millions)

As

Actual

Adjusted
Cash and cash equivalents
$
3,089 $
11,555

Portion of long-term debt due within one year

1,701
1,701

Long-term debt (excluding the Notes offered hereby)

26,342
26,342
Notes offered hereby

--
8,500

Total long-term debt

26,342
34,842

Total Exxon Mobil Corporation shareholders' equity
198,938 198,938

Total capitalization
$ 225,280 $ 233,780

In addition, as of December 31, 2019, we had $18,561 million of commercial paper outstanding. On March 17, 2020, ExxonMobil entered into
a short-term revolving credit facility that provides for up to at least $7,000 million in borrowings that we may draw on from time to time for working
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
capital needs.

S-9
Table of Contents
DESCRIPTION OF NOTES
The Notes will be issued under an indenture, dated as of March 20, 2014, between ExxonMobil and Deutsche Bank Trust Company Americas,
as trustee (the "Trustee"), as supplemented by an officer's certificate of certain authorized officers of ExxonMobil setting forth the final terms of the Notes
(together, the "Indenture").
The following description of the particular terms of the Notes of each series offered by this prospectus supplement augments, and, to the extent
inconsistent, replaces the description of the general terms and provisions of the debt securities under "Description of Debt Securities" in the accompanying
prospectus. The following discussion summarizes selected provisions of the Indenture. Because this is only a summary, it is not complete and does not
describe every aspect of the Notes and the Indenture. Whenever there is a reference to defined terms of the Indenture, the statement is qualified in its
entirety to such ascribed definition.
A copy of the Indenture can be obtained by following the instructions under the heading "Where You Can Find More Information and
Incorporation by Reference." You should read the Indenture for provisions that may be important to you but which are not included in this summary.
General terms of the Notes
The 2025 Fixed Rate Notes will mature on March 19, 2025 at 100% of their principal amount, the 2027 Fixed Rate Notes will mature on
March 19, 2027 at 100% of their principal amount, the 2030 Fixed Rate Notes will mature on March 19, 2030 at 100% of their principal amount, the 2040
Fixed Rate Notes will mature on March 19, 2040 at 100% of their principal amount and the 2050 Fixed Rate Notes will mature on March 19, 2050 at 100%
of their principal amount. The Notes will be our general unsecured and unsubordinated obligations and will rank on parity with all of our other unsecured
and unsubordinated indebtedness from time to time outstanding. The Notes will be effectively subordinated to all liabilities of our subsidiaries, including
trade payables. See Note 6, Additional Working Capital Information and Note 14, Long-Term Debt to our audited consolidated financial statements in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 incorporated by reference herein for additional detail about our debt and
financing arrangements.
The Indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue under the Indenture and
provides that notes, debentures or other evidences of indebtedness may be issued from time to time in one or more series. The 2025 Fixed Rate Notes, the
2027 Fixed Rate Notes, the 2030 Fixed Rate Notes, the 2040 Fixed Rate Notes and the 2050 Fixed Rate Notes will each constitute a separate series of
securities under the Indenture.
We may from time to time, without giving notice to or seeking the consent of the holders of a series of the Notes, issue securities having the
same ranking and the same interest rate, maturity and other terms as such series of the Notes other than issue date, issue price and the payment of interest
accruing prior to the issue date of the additional securities, provided that if such additional securities are not fungible with the then-outstanding Notes for
U.S. federal income tax purposes, the additional securities shall have a separate CUSIP number. Any additional securities having such similar terms,
together with the relevant series of the Notes, will constitute a single series of securities under the Indenture. The provisions of the Indenture relating to
defeasance and discharge will apply to the Notes.
Any payment otherwise required to be made in respect of the Notes on a date that is not a business day for the Notes may be made on the next
succeeding business day with the same force and effect as if made on that date. No additional interest shall accrue as a result of a delayed payment. A
"business day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City (or
other place of payment of the principal of and interest on the Notes as specified pursuant to the Indenture) are authorized or obligated by law or executive
order to close. Principal and interest will be payable, and the Notes will be transferable or exchangeable, at the office or offices or agency maintained by us
for this purpose, which will initially be the corporate trust office of the Trustee in New York City.

S-10
Table of Contents
The Notes will be issued only in fully registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in
excess thereof. No service charge will be made for any transfer or exchange of the Notes, but we may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with a transfer or exchange. The Notes of each series will be represented by one or more global
securities registered in the name of a nominee of DTC. The Notes will be available only in book entry form. See "Forms of Debt Securities--Registered
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement
global securities" in the accompanying prospectus.
We will initially appoint the Trustee at its corporate trust office as a paying agent, transfer agent and registrar for the Notes. We will cause
each transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations
as we may prescribe, we will provide for the registration of the Notes and registration of transfers of the Notes. We may vary or terminate the appointment
of any paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts. We
will provide you with notice of any resignation, termination or appointment of the Trustee or any paying agent or transfer agent, and of any change in the
office through which any such agent will act.
Interest on the Notes
The 2025 Fixed Rate Notes will bear interest at the rate per annum of 2.992%, the 2027 Fixed Rate Notes will bear interest at the rate per
annum of 3.294%, the 2030 Fixed Rate Notes will bear interest at the rate per annum of 3.482%, the 2040 Fixed Rate Notes will bear interest at the rate per
annum of 4.227% and the 2050 Fixed Rate Notes will bear interest at the rate per annum of 4.327%, each from March 19, 2020 and in each case payable
semiannually in arrears on March 19 and September 19 of each year, commencing on September 19, 2020, to the persons in whose names such Fixed Rate
Notes were registered at the close of business on the immediately preceding March 4 and September 4, respectively (whether or not a business day).
Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Optional redemption of the 2025 Fixed Rate Notes
Any or all of the 2025 Fixed Rate Notes may be redeemed at our option at any time prior to February 19, 2025 (one month before maturity) at
a redemption price equal to the greater of the following amounts:

· 100% of the principal amount of the 2025 Fixed Rate Notes being redeemed on the redemption date; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2025 Fixed Rate Notes being
redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to

their present value as of such redemption date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 35 basis points;
plus, in each case, accrued and unpaid interest on the 2025 Fixed Rate Notes to the redemption date.
Any or all of the 2025 Fixed Rate Notes may be redeemed on or after February 19, 2025 (one month before maturity), at a redemption price
equal to 100% of the principal amount of the 2025 Fixed Rate Notes being redeemed on the redemption date plus, in each case, accrued and unpaid interest
on the 2025 Fixed Rate Notes to the redemption date.
Notwithstanding the foregoing, installments of interest on the 2025 Fixed Rate Notes that are due and payable on interest payment dates falling
on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

S-11
Table of Contents
We will send notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the
2025 Fixed Rate Notes to be redeemed. Once notice of redemption is sent, the 2025 Fixed Rate Notes called for redemption will become due and payable
on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent
specified in such notice.
On and after the redemption date, interest will cease to accrue on the 2025 Fixed Rate Notes or any portion of the 2025 Fixed Rate Notes called
for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a
paying agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the 2025 Fixed Rate Notes to be redeemed on that date.
If less than all of the 2025 Fixed Rate Notes are to be redeemed, the 2025 Fixed Rate Notes to be redeemed shall be selected by the Trustee pro rata, by lot,
or by such other method the Trustee deems to be fair and appropriate, in each case in accordance with the applicable procedures of DTC. The 2025 Fixed
Rate Notes will not be entitled to the benefit of any mandatory redemption or sinking fund.
Optional redemption of the 2027 Fixed Rate Notes
Any or all of the 2027 Fixed Rate Notes may be redeemed at our option at any time prior to January 19, 2027 (two months before maturity) at
a redemption price equal to the greater of the following amounts:
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Final Prospectus Supplement

· 100% of the principal amount of the 2027 Fixed Rate Notes being redeemed on the redemption date; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2027 Fixed Rate Notes being
redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to

their present value as of such redemption date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 35 basis points;
plus, in each case, accrued and unpaid interest on the 2027 Fixed Rate Notes to the redemption date.
Any or all of the 2027 Fixed Rate Notes may be redeemed on or after January 19, 2027 (two months before maturity), at a redemption price
equal to 100% of the principal amount of the 2027 Fixed Rate Notes being redeemed on the redemption date plus, in each case, accrued and unpaid interest
on the 2027 Fixed Rate Notes to the redemption date.
Notwithstanding the foregoing, installments of interest on the 2027 Fixed Rate Notes that are due and payable on interest payment dates falling
on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
We will send notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the
2027 Fixed Rate Notes to be redeemed. Once notice of redemption is sent, the 2027 Fixed Rate Notes called for redemption will become due and payable
on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent
specified in such notice.
On and after the redemption date, interest will cease to accrue on the 2027 Fixed Rate Notes or any portion of the 2027 Fixed Rate Notes called
for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a
paying agent or the Trustee money sufficient to pay the redemption price of and accrued interest on the 2027 Fixed Rate Notes to be redeemed on that date.
If less than all of the 2027 Fixed Rate Notes are to be redeemed, the 2027 Fixed Rate Notes to be redeemed shall be selected by the Trustee pro rata, by lot,
or by such other method the Trustee deems to be fair and appropriate, in each case in accordance with the applicable procedures of DTC. The 2027 Fixed
Rate Notes will not be entitled to the benefit of any mandatory redemption or sinking fund.

S-12
Table of Contents
Optional redemption of the 2030 Fixed Rate Notes
Any or all of the 2030 Fixed Rate Notes may be redeemed at our option at any time prior to December 19, 2029 (three months before
maturity) at a redemption price equal to the greater of the following amounts:

· 100% of the principal amount of the 2030 Fixed Rate Notes being redeemed on the redemption date; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the 2030 Fixed Rate Notes being
redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to

their present value as of such redemption date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 40 basis points;
plus, in each case, accrued and unpaid interest on the 2030 Fixed Rate Notes to the redemption date.
Any or all of the 2030 Fixed Rate Notes may be redeemed on or after December 19, 2029 (three months before maturity), at a redemption price
equal to 100% of the principal amount of the 2030 Fixed Rate Notes being redeemed on the redemption date plus, in each case, accrued and unpaid interest
on the 2030 Fixed Rate Notes to the redemption date.
Notwithstanding the foregoing, installments of interest on the 2030 Fixed Rate Notes that are due and payable on interest payment dates falling
on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
We will send notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the
2030 Fixed Rate Notes to be redeemed. Once notice of redemption is sent, the 2030 Fixed Rate Notes called for redemption will become due and payable
on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, subject to any conditions precedent
specified in such notice.
https://www.sec.gov/Archives/edgar/data/34088/000119312520077329/d872215d424b2.htm[3/19/2020 9:26:18 AM]

Document Outline

#1">
- #1">