Obligation Johnson & Johnson Inc. 1.875% ( US478160BM56 ) en USD

Johnson & Johnson Inc.

100 % ⇌

Etas-Unis

US478160BM56 ( en USD )

1.875% par an ( paiement semestriel )

05/12/2019 - Obligation échue

Prospectus brochure de l'obligation Johnson&Johnson US478160BM56 en USD 1.875%, échue

2 000 USD

500 000 000 USD

478160BM5

N/A

Johnson & Johnson est une multinationale américaine spécialisée dans les produits de santé, notamment les dispositifs médicaux, les produits pharmaceutiques et les biens de consommation.

L'Obligation émise par Johnson & Johnson Inc. ( Etas-Unis ) , en USD, avec le code ISIN US478160BM56, paye un coupon de 1.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/12/2019

FINAL PROSPECTUS SUPPLEMENT
424B5 1 d819287d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee (1)
1.125% Notes due 2017

$700,000,000

99.921%
$699,447,000

$ 81,276
1.875% Notes due 2019

$500,000,000

99.737%
$498,685,000

$ 57,947
2.450% Notes due 2021

$350,000,000

99.826%
$349,391,000

$ 40,599
3.375% Notes due 2023

$250,000,000

105.153%
$262,882,500

$ 30,547
4.375% Notes due 2033

$200,000,000

109.124%
$218,248,000

$ 25,360
Total:

$235,739

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-194146
Prospectus Supplement
(to Prospectus dated February 26, 2014)

$700,000,000 1.125% Notes due 2017
$500,000,000 1.875% Notes due 2019
$350,000,000 2.450% Notes due 2021
$250,000,000 3.375% Notes due 2023
$200,000,000 4.375% Notes due 2033

We will pay interest on the 2017 notes on May 21 and November 21 of each year, beginning May 21, 2015. We will pay interest on the 2019 notes and
2021 notes on June 5 and December 5 of each year, beginning on June 5, 2015. We will pay interest on the 2023 notes and 2033 notes offered hereby on
June 5 and December 5 of each year, beginning on December 5, 2014.
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from time to time
outstanding. The notes will be issued in minimum denominations of $2,000 and additional increments of $1,000. We may redeem some or all of the notes at
any time, and from time to time, at the redemption prices described in this prospectus supplement.
The 2023 notes offered hereby constitute a further issuance of the $550 million aggregate principal amount of 3.375% notes due 2023 issued on
December 5, 2013 and will form a single series with those notes. The 2023 notes offered hereby will have the same CUSIP number and will trade
interchangeably with the previously issued 3.375% notes due 2023 immediately upon settlement. Upon completion of this offering, $800 million aggregate
principal amount of 3.375% notes due 2023 will be outstanding.
The 2033 notes offered hereby constitute a further issuance of the $650 million aggregate principal amount of 4.375% notes due 2033 issued on
December 5, 2013 and will form a single series with those notes. The 2033 notes offered hereby will have the same CUSIP number and will trade
interchangeably with the previously issued 4.375% notes due 2033 immediately upon settlement. Upon completion of this offering, $850 million aggregate
principal amount of 4.375% notes due 2033 will be outstanding.

Investing in the notes involves risks. See "Risk Factors" on page S-4 of this prospectus supplement.

Proceeds to
Price to
Underwriting
Us, Before

Public(1)
Discount

Expenses
Per 1.125% note due 2017

99.921%

0.250%

99.671%
Total

$699,447,000
$
1,750,000
$697,697,000
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Per 1.875% note due 2019

99.737%

0.350%

99.387%
Total

$498,685,000
$
1,750,000
$496,935,000
Per 2.450% note due 2021

99.826%

0.400%

99.426%
Total

$349,391,000
$
1,400,000
$347,991,000
Per 3.375% note due 2023

105.153%

0.450%

104.703%
Total

$262,882,500
$
1,125,000
$261,757,500(2)
Per 4.375% note due 2033

109.124%

0.875%

108.249%
Total

$218,248,000
$
1,750,000
$216,498,000(2)

(1) Plus accrued interest, if any, from November 21, 2014, in the case of the 2017 notes, 2019 notes and 2021 notes, and November 20, 2014, in case of the
2023 notes and 2033 notes offered hereby.
(2) Does not include accrued interest of $3,867,187.50 from June 5, 2014, in the case of the 2023 notes offered hereby, and $4,010,416.67 from June 5, 2014,
in the case of the 2033 notes offered hereby. On December 5, 2014, we will pay this pre-issuance accrued interest to the holders of the respective notes
offered hereby who are holders of record on November 20, 2014 along with interest accrued from the date of delivery to December 5, 2014.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined
that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company for the accounts of its direct participants, including
Clearstream Banking, Société Anonyme and the Euroclear Bank S.A./N.V., against payment therefor in New York, New York on or about November 20,
2014, in the case of the 2023 notes and 2033 notes, and November 21, 2014, in the case of the 2017 notes, 2019 notes and 2021 notes.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
Citigroup

Deutsche Bank Securities

RBS
Senior Co-Managers

BNP PARIBAS

HSBC

MUFG

The Williams Capital Group, L.P.
Co-Managers

RBC Capital Markets

Santander
The date of this prospectus supplement is November 18, 2014
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-I
Forward-Looking Statements
S-II
Where You Can Find More Information
S-III
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-4
Ratio of Earnings to Fixed Charges
S-4
Description of the Notes
S-5
Certain U.S. Federal Income Tax Considerations
S-12
Underwriting
S-18
Notice to Investors
S-20
Experts
S-22
Legal Matters
S-22
Prospectus

About This Prospectus

i
Forward-Looking Statements

ii
Where You Can Find More Information

iii
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Johnson & Johnson

1
Risk Factors

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

1
Description of Debt Securities

2
Plan of Distribution

8
Experts

9
Legal Opinions

9
ABOUT THIS PROSPECTUS SUPPLEMENT
In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus
supplement, in the accompanying prospectus or in any free writing prospectus filed by us with the Securities and Exchange Commission (the
"SEC"). We have not, and the underwriters have not, authorized anyone to provide you with any other information. If you receive any different or
inconsistent information, you should not rely on it.
We and the underwriters are offering to sell the notes only in jurisdictions where sales are permitted.
You should not assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than its respective date.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second
part is the accompanying prospectus dated February 26, 2014, which we refer to as the "accompanying prospectus." The accompanying prospectus
contains a description of our debt securities and gives more general information, some of which may not apply to the notes. The accompanying
prospectus also incorporates by reference documents that are described under "Where You Can Find More Information" in that prospectus. If
information in this prospectus supplement is inconsistent with any information in the accompanying prospectus, you should rely on the information
in this prospectus supplement.

S-I
Table of Contents
References in this prospectus supplement to "Johnson & Johnson," "we," "us" and "our" and all similar references are to Johnson & Johnson
and its consolidated subsidiaries, unless otherwise stated or the context otherwise requires. However, in the "Description of the Notes" and related
summary sections of this prospectus supplement and the "Description of Debt Securities" section of the accompanying prospectus, references to
"we," "us" and "our" are to Johnson & Johnson, the parent company only, and not to any of its subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or
current facts and anticipate results based on management's plans that are subject to uncertainty. Forward-looking statements may be identified by
the use of words like "plans," "expects," "will," "anticipates," "estimates" and other words of similar meaning in conjunction with, among other
things, discussions of future operations, financial performance, our strategy for growth, product development, regulatory approval, market position
and expenditures.
Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will
be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying
assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary materially from our expectations and
projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. We do not undertake to update any
forward-looking statements as a result of new information or future events or developments.
Risks and uncertainties include, but are not limited to:

· economic factors, such as interest rate and currency exchange rate fluctuations;

· competition, including technological advances, new products and patents attained by competitors;

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· challenges inherent in new product development, including obtaining regulatory approvals;

· challenges to patents;

· the impact of patent expirations;

· significant adverse litigation or government action, including related to product liability claims;

· impact of business combinations and divestitures;

· changes in behavior and spending patterns or financial distress of purchasers of health care products and services;

· changes to governmental laws and regulations and U.S. and foreign health care reforms;

· general industry conditions, including trends toward health care cost containment;

· increased scrutiny of the health care industry by government agencies;

· financial instability of international economies and sovereign risk;

· disruptions due to natural disasters;

· manufacturing difficulties or delays, internally or within the supply chain;

· complex global supply chains with increasing regulatory requirements; and

· product efficacy or safety concerns resulting in product recalls or regulatory action.
Our annual report on Form 10-K for the fiscal year ended December 29, 2013 contains, as Exhibit 99, a discussion of additional factors that
could cause actual results to differ from expectations.

S-II
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC's web site at www.sec.gov. You may also read and copy any document we file at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference
room.
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and
information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until we
complete our offering of the notes; provided, however, that we are not incorporating, in each case, any documents or information deemed to have
been furnished and not filed in accordance with SEC rules:

· Annual report on Form 10-K for the fiscal year ended December 29, 2013;

· Quarterly report on Form 10-Q for the quarter ended March 30, 2014;

· Quarterly report on Form 10-Q for the quarter ended June 29, 2014;

· Quarterly report on Form 10-Q for the quarter ended September 28, 2014; and

· Current reports on Form 8-K filed on January 17, 2014, April 25, 2014, June 19, 2014, June 30, 2014, July 21, 2014, October 2, 2014

and November 10, 2014.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
Corporate Secretary's Office
Johnson & Johnson
One Johnson & Johnson Plaza
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FINAL PROSPECTUS SUPPLEMENT
New Brunswick, NJ 08933
(732) 524-2455

S-III
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It may not contain all of the information that you should consider before investing in the notes. You should
carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that
are described under "Where You Can Find More Information."
Johnson & Johnson
We have approximately 126,000 employees worldwide engaged in the research and development, manufacture and sale of a broad range
of products in the health care field. Johnson & Johnson is a holding company, which has more than 275 operating companies conducting
business in virtually all countries of the world. Our primary focus has been on products related to human health and well-being.
Johnson & Johnson was incorporated in the State of New Jersey in 1887. Our principal office is located at One Johnson & Johnson
Plaza, New Brunswick, NJ 08933. Our telephone number is (732) 524-0400.

S-1
Table of Contents
The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to
consider in making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully
read this prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference that are described
under "Where You Can Find More Information."

Issuer
Johnson & Johnson

Securities offered
$700,000,000 1.125% notes due 2017

$500,000,000 1.875% notes due 2019

$350,000,000 2.450% notes due 2021

$250,000,000 3.375% notes due 2023

$200,000,000 4.375% notes due 2033

The 2023 notes offered hereby constitute a further issuance of, will form a single series
with, will have the same CUSIP number as and will trade interchangeably with the $550

million aggregate principal amount of 3.375% notes due 2023 issued by us on December
5, 2013.

The 2033 notes offered hereby constitute a further issuance of, will form a single series
with, will have the same CUSIP number as and will trade interchangeably with the $650

million aggregate principal amount of 4.375% notes due 2033 issued by us on December
5, 2013.

Issue Date
November 20, 2014 for the 2023 notes and 2033 notes offered hereby November 21,
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2014 for the 2017 notes, 2019 notes and 2021 notes

Maturity Date
November 21, 2017 for the 2017 notes

December 5, 2019 for the 2019 notes

December 5, 2021 for the 2021 notes

December 5, 2023 for the 2023 notes

December 5, 2033 for the 2033 notes

Interest rate
1.125% per annum for the 2017 notes

1.875% per annum for the 2019 notes

2.450% per annum for the 2021 notes

3.375% per annum for the 2023 notes

4.375% per annum for the 2033 notes

Interest payment dates
Interest on the 2017 notes will accrue from and including November 21, 2014 and is
payable semi-annually on May 21 and November 21 of each year, beginning May 21,
2015.
Interest on the 2019 notes and 2021 notes will accrue from and including November 21,
2014 and is payable semi-annually on June 5 and December 5 of each year, beginning on
June 5, 2015.

Interest on the 2023 notes and 2033 notes offered hereby will accrue from and including

June 5, 2014 and is payable semi-annually on

S-2
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June 5 and December 5 of each year. The initial interest payment to holders of the 2023
notes and 2033 notes offered hereby will be made on December 5, 2014 and will be the

same amount per note as the amount to be paid to the existing holders of the 2023 notes
and the 2033 notes, respectively.

Optional redemption
We may, at our option, redeem some or all of the 2017 notes, 2019 notes, 2021 notes
and 2023 notes offered hereby at any time at the make-whole redemption prices
described in this prospectus supplement under "Description of the Notes--Optional
Redemption."

At any time prior to June 5, 2033, the 2033 notes offered hereby may be redeemed in

whole or in part, at our option, at the make-whole redemption price described in this
prospectus supplement under "Description of the Notes--Optional Redemption."

At any time on or after June 5, 2033 (six months prior to the maturity date), the 2033
notes offered hereby may be redeemed in whole or in part, at our option, at a

redemption price equal to 100% of the principal amount of the 2033 notes to be
redeemed, plus accrued and unpaid interest to the date of redemption.

Ranking
The notes will be our senior unsecured obligations and will rank equally with our other
unsecured and unsubordinated debt from time to time outstanding.

Further issuances
We may from time to time issue further notes ranking equally and ratably with the notes
in all respects, including the same terms as to status, redemption or otherwise.

Trading
The notes are new issuances of securities with no established trading market. The notes
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FINAL PROSPECTUS SUPPLEMENT
will not be listed on any national securities exchange or be quoted on any automated
dealer quotation system.

Trustee
The Bank of New York Mellon Trust Company, N.A.

S-3
Table of Contents
RISK FACTORS
Before purchasing the notes, you should consider carefully the information under the headings "Risk Factors" in our annual report on Form
10-K, as amended, for the year ended December 29, 2013 and in our subsequently filed quarterly reports on Form 10-Q. You should also carefully
consider the other information included in this prospectus supplement, the accompanying prospectus and other information incorporated by
reference herein and therein. Each of the risks described in these documents could materially and adversely affect our business, financial condition,
results of operations and prospects, and could result in a partial or complete loss of your investment. See "Where You Can Find More
Information."
USE OF PROCEEDS
We expect to receive net proceeds from this offering of $2,020,878,500 after deducting underwriting discounts, but before deducting
expenses of the offering. We intend to use the net proceeds of the offering of notes to repay commercial paper and for other general corporate
purposes. As of September 28, 2014, we had approximately $1.6 billion of commercial paper outstanding with a weighted average interest rate of
0.0671% and a weighted maturity of 23 days.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges represents our historical ratio and is calculated on a total enterprise basis. The ratio is computed by
dividing the sum of earnings before provision for taxes on income and fixed charges by fixed charges. Fixed charges represent interest expense
(before interest is capitalized), amortization of debt discount and an appropriate interest factor on operating leases.

Nine Months
Fiscal Year Ended

Ended
September 28,
December 29,
December 30,
January 1,
January 2,
January 3,

2014

2013

2012

2012

2011

2010

Ratio of Earnings to Fixed Charges

31.96

22.70

18.69

17.18

27.87

24.75

S-4
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered hereby supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the debt securities set forth under the heading "Description of Debt Securities" in the
accompanying prospectus, to which description reference is hereby made.
General
The notes will be our unsecured obligations and will be issued under an Indenture dated as of September 15, 1987, between us and The Bank
of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company which succeeded Harris Trust and Savings Bank),
Chicago, Illinois, as trustee (the "Trustee"), as amended by a First Supplemental Indenture dated as of September 1, 1990 (the "Indenture"). The
1.125% notes due 2017, 1.875% notes due 2019, 2.450% notes due 2021, 3.375% notes due 2023 and 4.375% notes due 2033 are sometimes
respectively referred to herein as the "2017 notes," "2019 notes," "2021 notes," "2023 notes" and "2033 notes." The 2017 notes, 2019 notes, 2021
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FINAL PROSPECTUS SUPPLEMENT
notes, 2023 notes and 2033 notes are sometimes collectively referred herein as the "notes."
The 2017 notes will mature on November 21, 2017. The 2019 notes will mature on December 5, 2019. The 2021 notes will mature on
December 5, 2021. The 2023 notes offered hereby will mature on December 5, 2023. The 2033 notes offered hereby will mature on December 5,
2033.
The 2023 notes offered hereby constitute a further issuance of the $550 million aggregate principal amount of 3.375% notes due 2023 issued
on December 5, 2013 and will form a single series with those notes. The 2023 notes offered hereby will have the same CUSIP number and will
trade interchangeably with the previously issued 3.375% notes due 2023 immediately upon settlement. Upon completion of this offering,
$800 million aggregate principal amount of the 2023 notes will be outstanding.
The 2033 notes offered hereby constitute a further issuance of the $650 million aggregate principal amount of 4.375% notes due 2033 issued
on December 5, 2013 and will form a single series with those notes. The 2033 notes offered hereby will have the same CUSIP number and will
trade interchangeably with the previously issued 4.375% notes due 2033 immediately upon settlement. Upon completion of this offering,
$850 million aggregate principal amount of the 2033 notes will be outstanding.
The notes will be entitled to the benefits of our covenants described under the caption "Description of Debt Securities--Certain Covenants"
in the accompanying prospectus.
Notes will be issued in minimum denominations of $2,000 and additional increments of $1,000. The notes do not have the benefit of a
sinking fund.
Interest on the Notes
The 2017 notes, 2019 notes and 2021 notes will bear interest from November 21, 2014, or from the most recent interest payment date to
which interest has been paid or provided for. The interest on the 2017 notes is payable semiannually on May 21 and November 21 of each year
(each such date an "interest payment date" with respect to the 2017 notes), beginning May 21, 2015, to the beneficial owners of the notes at the
close of business on the applicable record date, which is the May 6 and November 6 next preceding such interest payment date. The interest on the
2019 notes and 2021 notes is payable semiannually on June 5 and December 5 of each year (each such date an "interest payment date" with respect
to the 2019 notes and 2021 notes), beginning June 5, 2015, to the beneficial owners of such notes at the close of business on the applicable record
date, which is the May 21 and November 20 next preceding such interest payment date. The 2017 notes will bear interest at the rate of 1.125% per
annum. The 2019 notes will bear interest at the rate of 1.875% per annum. The 2021 notes will bear interest at the rate of 2.450% per annum.

S-5
Table of Contents
The 2023 notes and 2033 notes offered hereby will bear interest from June 5, 2014, or from the most recent interest payment date to which
interest has been paid or provided for. Interest on the 2023 notes and 2033 notes offered hereby is payable semi-annually on June 5 and
December 5 of each year (each such date an "interest payment date" with respect to the 2023 notes and 2033 notes) to the beneficial owners of
such notes at the close of business on the applicable record date, which is the May 21 and November 20 next preceding such interest payment date.
The 2023 notes offered hereby will bear interest at the rate of 3.375% per annum. The 2033 notes offered hereby will bear interest at the rate of
4.375% per annum. Interest will accrue on the 2023 notes offered hereby and the 2033 notes offered hereby from June 5, 2014, and the initial
interest payment to holders of the 2023 notes offered hereby and the 2033 notes offered hereby will be the same per note as that to existing holders
of 2023 notes and 2033 notes, respectively. On December 5, 2014, we will pay this pre-issuance accrued interest to the holders of the respective
notes offered hereby who are holders of record on November 20, 2014 along with accrued interest from the date of delivery to December 5, 2014.
Interest on the notes will be calculated on the basis of a 360-day year of twelve 30-day months.
Optional Redemption
We may, at our option, redeem some or all of the 2017 notes, 2019 notes, 2021 notes and 2023 notes offered hereby, at any time prior to
maturity, and some or all of the 2033 notes offered hereby at any time prior to June 5, 2033, upon at least 30 days, but not more than 60 days, prior
notice given by mail to the registered address of each holder of the notes to be redeemed. If we elect to redeem the notes, we will pay a redemption
price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the redemption
date:

· 100% of the aggregate principal amount of the notes to be redeemed on the redemption date; or

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· the sum of the present values of the Remaining Scheduled Payments.
In determining the present values 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 0.050%, in the
case of the 2017 and 2019 notes, 0.075%, in the case of the 2021 notes, or 0.100%, in the case of the 2023 notes and 2033 notes offered hereby.
At any time on or after June 5, 2033 (six months prior to the maturity date), the 2033 notes offered hereby may be redeemed in whole or in
part, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to the
date of redemption.
The following terms are relevant to the determination of the redemption price.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity
(computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue. In determining this rate, we
will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having an actual
or interpolated 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 new issues of corporate debt securities of comparable maturity to the remaining term of
such notes.
"Independent Investment Banker" means Goldman, Sachs & Co., J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith
Incorporated or their respective successors as may be appointed from time to

S-6
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time by us; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a "primary
treasury dealer"), we will substitute another primary treasury dealer.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the arithmetic average of four Reference Treasury Dealer
Quotations for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if we obtain fewer than
four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such redemption date.
"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 as of 5:00 p.m., New York City time, on the third business day preceding such
redemption date.
"Reference Treasury Dealer" means Goldman, Sachs & Co., J.P. Morgan Securities LLC or Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and each of their respective successors and any other primary treasury dealers selected by us.
"Remaining Scheduled Payments" means, with respect to any note to be redeemed, the remaining scheduled payments of the principal
thereof 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.
A partial redemption of the notes of a series may be effected by such method as the Trustee may deem fair and appropriate and may provide
for the selection for redemption of portions (equal to the minimum authorized denomination for the notes or any integral multiple thereof) of the
principal amount of notes of such series of a denomination larger than the minimum authorized denomination for the notes. If less than all of the
notes of such series are to be redeemed, the notes of a series to be redeemed shall be selected by the Trustee by a method the Trustee deems to be
fair and appropriate and in accordance with applicable depository procedures.
Notice of any redemption will be delivered at least 30 days but not more than 60 days before the redemption date to each holder of the notes
to be redeemed. Once notice of redemption is delivered, the notes called for redemption will become due and payable on the redemption date and
at the applicable redemption price, plus accrued and unpaid interest to the redemption date.
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FINAL PROSPECTUS SUPPLEMENT
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. On or before the redemption date, we will deposit with the paying agent (or the Trustee) money sufficient to pay
the redemption price of and accrued interest on the notes to be redeemed on that date.
Further Issues
We may from time to time, without notice to, or the consent of, the registered holders of any series of notes, create and issue further notes
equal in rank to any series of the notes offered by this prospectus supplement in all respects (or in all respects except for the payment of interest
accruing prior to the issue date of the further notes or except for the first payment of interest following the issue date of the further notes). These
further notes may be consolidated and form a single series with the applicable existing series of notes and will have the same terms as to status,
redemption or otherwise as that existing series of notes.
Book-Entry System
The notes of each series will be issued in fully registered form and will be represented by a global certificate or certificates (the "Global
Security") registered in the name of a nominee of The Depository Trust Company

S-7
Table of Contents
("DTC" or the "Depositary"). The Global Securities representing the notes of each series will be deposited with, or on behalf of, the Depositary.
Investors may elect to hold interests in the Global Security through the Depositary, Clearstream Banking, Société Anonyme, which we refer to as
"Clearstream, Luxembourg," or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as "Euroclear," if they are
participants in such systems, or indirectly through organizations which are participants in such systems. Clearstream, Luxembourg and Euroclear
will hold interests on behalf of their participants through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on
the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the
books of the Depositary. Citibank, N.A. will act as depositary for Clearstream, Luxembourg and JPMorgan Chase Bank will act as depositary for
Euroclear, which we refer to in such capacities as the "U.S. Depositaries." The notes will not be exchangeable for certificates issued in definitive,
registered form ("Certificated Notes") at the option of the holder and, except as set forth below, will not otherwise be issuable in definitive form.
DTC has advised us and the underwriters as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants"
include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Clearstream, Luxembourg advises that it is incorporated under the laws of Luxembourg as a bank. Clearstream, Luxembourg holds securities
for its customers, which we refer to as "Clearstream, Luxembourg Customers," and facilitates the clearance and settlement of securities
transactions between Clearstream, Luxembourg Customers through electronic book-entry transfers between their accounts. Clearstream,
Luxembourg provides to Clearstream, Luxembourg Customers, among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic securities
markets in over 30 countries through established depository and custodial relationships. As a bank, Clearstream, Luxembourg is subject to
regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the Commission de Surveillance du Secteur
Financier. Clearstream, Luxembourg Customers are recognized financial institutions around the world, including underwriters, securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations. Clearstream, Luxembourg Customers in the United
States are limited to securities brokers and dealers and banks. Indirect access to Clearstream, Luxembourg is also available to other institutions
such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg
Customer.
Distributions with respect to the notes held through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg
Customers in accordance with its rules and procedures, to the extent received by the U.S. Depositary of Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for its participants, which we refer to as "Euroclear Participants," and to clear
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Document Outline

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