Obligation Johnson & Sons 2.25% ( US478160CD49 ) en USD

Johnson & Sons

100 % ▼

Etats-unis

US478160CD49 ( en USD )

2.25% par an ( paiement semestriel )

03/03/2022 - Obligation échue

Prospectus brochure de l'obligation Johnson & Johnson US478160CD49 en USD 2.25%, échue

2 000 USD

1 000 000 000 USD

478160CD4

AAA ( Première qualité )

Aaa ( Première qualité )

Johnson & Johnson est une multinationale américaine de produits de santé, spécialisée dans la fabrication et la commercialisation de dispositifs médicaux, de produits pharmaceutiques et de produits de consommation.

L'Obligation émise par Johnson & Sons ( Etats-unis ) , en USD, avec le code ISIN US478160CD49, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/03/2022

L'Obligation émise par Johnson & Sons ( Etats-unis ) , en USD, avec le code ISIN US478160CD49, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Johnson & Sons ( Etats-unis ) , en USD, avec le code ISIN US478160CD49, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Registration Fee(1)
2.250% Notes due 2022

$1,000,000,000
99.728%

$997,280,000

$115,585
2.950% Notes due 2027

$1,000,000,000
99.897%

$998,970,000

$115,781
3.625% Notes due 2037

$1,500,000,000
99.746%
$1,496,190,000
$173,408
3.750% Notes due 2047

$1,000,000,000
99.767%

$997,670,000

$115,630
Total:

$520,404

(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. 333-216285

Prospectus Supplement
(to Prospectus dated February 27, 2017)

$1,000,000,000 2.250% Notes due 2022
$1,000,000,000 2.950% Notes due 2027
$1,500,000,000 3.625% Notes due 2037
$1,000,000,000 3.750% Notes due 2047

We will pay interest on the notes on March 3 and September 3 of each year, beginning on September 3, 2017.
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.

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

Proceeds
to Us,
Price to
Underwriting
Before

Public(1)

Discount

Expenses(1)

Per 2.250% note due 2022

99.728%

0.300%

99.428%
Total

$ 997,280,000
$ 3,000,000
$ 994,280,000
Per 2.950% note due 2027

99.897%

0.400%

99.497%
Total

$ 998,970,000
$ 4,000,000
$ 994,970,000
Per 3.625% note due 2037

99.746%

0.750%

98.996%
Total

$1,496,190,000
$11,250,000
$1,484,940,000
Per 3.750% note due 2047

99.767%

0.750%

99.017%
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Total

$ 997,670,000
$ 7,500,000
$ 990,170,000

(1) Plus accrued interest, if any, from March 3, 2017.
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 March 3, 2017.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

J.P. Morgan
Citigroup

Deutsche Bank Securities
Senior Co-Managers

BNP PARIBAS

HSBC

NatWest Markets

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

ING

MUFG

RBC Capital Markets
Santander

UBS Investment Bank

UniCredit Capital Markets
The date of this prospectus supplement is February 28, 2017
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-i
Cautionary Note Regarding Forward-Looking Statements
S-ii
Where You Can Find More Information
S-v
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-5
Ratio of Earnings to Fixed Charges
S-5
Description of the Notes
S-6
Certain U.S. Federal Income Tax Considerations
S-13
Underwriting
S-18
Notice to Investors
S-20
Experts
S-23
Legal Matters
S-23
Prospectus

About this Prospectus

i
Cautionary Note Regarding Forward-Looking Statements

ii
Where You Can Find More Information

v
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

9
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Experts

10
Legal Opinions

10

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 27, 2017, 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. Both the prospectus
supplement and the accompanying prospectus also incorporate by reference documents that are described under "Where You Can Find More
Information" in each of the prospectus supplement and the accompanying 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
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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" refer only to Johnson & Johnson, the parent company, and not to any of its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain "forward-looking
statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements do not relate strictly to historical or current facts and reflect management's assumptions, views, plans, objectives
and projections about the future. Forward-looking statements may be identified by the use of words such as "plans," "expects," "will,"
"anticipates," "estimates" and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected
operating results and financial performance; impact of planned acquisitions and dispositions; the Company's strategy for growth; product
development; regulatory approvals; market position and expenditures.
Because forward-looking statements are based on current beliefs, expectations and assumptions regarding future events, they are subject to
uncertainties, risks and changes that are difficult to predict and many of which are outside of the Company's control. Investors should realize that if
underlying assumptions prove inaccurate, or known or unknown risks or uncertainties materialize, the Company's actual results and financial
condition could vary materially from expectations and projections expressed or implied in its forward-looking statements. Investors are therefore
cautioned not to rely on these forward-looking statements. Risks and uncertainties include, but are not limited to:
Risks Related to Product Development, Market Success and Competition

·
Challenges and uncertainties inherent in innovation and development of new and improved products and technologies on which the
Company's continued growth and success depend, including uncertainty of clinical outcomes, obtaining regulatory approvals, health plan
coverage and customer access, and initial and continued commercial success;

·
Challenges to the Company's ability to obtain and protect adequate patent and other intellectual property rights for new and existing products
and technologies in the U.S. and other important markets;
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·
The impact of patent expirations, typically followed by the introduction of competing biosimilars and generics and resulting revenue and
market share losses;

·
Increasingly aggressive and frequent challenges to the Company's patents by competitors and others seeking to launch competing generic,
biosimilar or other products, potentially resulting in loss of market exclusivity and rapid decline in sales for the relevant product;

·
Competition in research and development of new and improved products, processes and technologies, which can result in product and process
obsolescence;

·
Competition to reach agreement with third parties for collaboration, licensing, development and marketing agreements for products and
technologies;

·
Competition on the basis of cost-effectiveness, product performance, technological advances and patents attained by competitors; and

·
Allegations that the Company's products infringe the patents and other intellectual property rights of third parties, which could adversely
affect the Company's ability to sell the products in question and require the payment of money damages and future royalties.

S-ii
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Risks Related to Product Liability, Litigation and Regulatory Activity

·
Product efficacy or safety concerns, whether or not based on scientific evidence, potentially resulting in product withdrawals, recalls,
regulatory action on the part of the U.S. Food and Drug Administration (or international counterparts), declining sales and reputational
damage;

·
Impact of significant litigation or government action adverse to the Company, including product liability claims;

·
Increased scrutiny of the health care industry by government agencies and state attorneys general resulting in investigations and prosecutions,
which carry the risk of significant civil and criminal penalties, including, but not limited to, debarment from government business;

·
Failure to meet compliance obligations in the McNEIL-PPC, Inc. Consent Decree or the Corporate Integrity Agreements of the Johnson &
Johnson Pharmaceutical Affiliates, or any other compliance agreements with governments or government agencies, which could result in
significant sanctions;

·
Potential changes to applicable laws and regulations affecting U.S. and international operations, including relating to: approval of new
products; licensing and patent rights; sales and promotion of health care products; access to, and reimbursement and pricing for, health care
products and services; environmental protection and sourcing of raw materials;

·
Changes in tax laws and regulations, increasing audit scrutiny by tax authorities around the world and exposures to additional tax liabilities
potentially in excess of reserves; and

·
Issuance of new or revised accounting standards by the Financial Accounting Standards Board and the Securities and Exchange Commission.
Risks Related to the Company's Strategic Initiatives and Health Care Market Trends

·
Pricing pressures resulting from trends toward health care cost containment, including the continued consolidation among health care
providers, trends toward managed care and the shift toward governments increasingly becoming the primary payers of health care expenses;

·
Restricted spending patterns of individual, institutional and governmental purchasers of health care products and services due to economic
hardship and budgetary constraints;

·
Challenges to the Company's ability to realize its strategy for growth including through externally sourced innovations, such as development
collaborations, strategic acquisitions, licensing and marketing agreements, and the potential heightened costs of any such external
arrangements due to competitive pressures;

·
The potential that the expected strategic benefits and opportunities from any planned or completed acquisition or divestiture by the Company,
including the planned acquisition of Actelion Ltd., may not be realized or may take longer to realize than expected;

·
The potential that the expected benefits and opportunities related to the planned restructuring actions in the Medical Device segment may not
be realized or may take longer to realize than expected, including due to any required consultation procedures relating to restructuring of
workforce; and

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·
Market conditions and the possibility that the Company's share repurchase program may be delayed, suspended or discontinued.
Risks Related to Economic Conditions, Financial Markets and Operating Internationally

·
Impact of inflation and fluctuations in interest rates and currency exchange rates and the potential effect of such fluctuations on revenues,
expenses and resulting margins;

·
Potential changes in export/import and trade laws, regulations and policies of the U.S., U.K. and other countries, including any increased
trade restrictions and potential drug reimportation legislation;

S-iii
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·
The impact on international operations from financial instability in international economies, sovereign risk, possible imposition of
governmental controls and restrictive economic policies, and unstable international governments and legal systems;

·
Changes to global climate, extreme weather and natural disasters that could affect demand for the Company's products and services, cause
disruptions in manufacturing and distribution networks, alter the availability of goods and services within the supply chain, and affect the
overall design and integrity of the Company's products and operations; and

·
The impact of armed conflicts and terrorist attacks in the U.S. and other parts of the world including social and economic disruptions and
instability of financial and other markets.
Risks Related to Supply Chain and Operations

·
Difficulties and delays in manufacturing, internally or within the supply chain, that may lead to voluntary or involuntary business
interruptions or shutdowns, product shortages, withdrawals or suspensions of products from the market, and potential regulatory action;

·
Interruptions and breaches of the Company's information technology systems, and those of the Company's vendors, could result in
reputational, competitive, operational or other business harm as well as financial costs and regulatory action; and

·
Reliance on global supply chains and production and distribution processes that are complex and subject to increasing regulatory
requirements that may adversely affect sourcing and pricing of materials used in the Company's products.
Investors also should carefully read the Risk Factors described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended
January 1, 2017 for a description of certain risks that could, among other things, cause our actual results to differ materially from those expressed
in our forward-looking statements. Investors should understand that it is not possible to predict or identify all such factors and should not consider
the risks described above and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 1, 2017 to be a complete statement
of all potential risks and uncertainties. We do not undertake to publicly update any forward-looking statement that may be made from time to time,
whether as a result of new information or future events or developments.

S-iv
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:
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· Annual report on Form 10-K for the fiscal year ended January 1, 2017;

· All information in our proxy statement filed on March 16, 2016, to the extent incorporated by reference in our annual report on Form

10-K for the fiscal year ended January 3, 2016; and

· Current report on Form 8-K filed on February 1, 2017.
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
New Brunswick, NJ 08933
(732) 524-2455

S-v
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
herein, as described under "Where You Can Find More Information."
Johnson & Johnson
We have approximately 126,400 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 230 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
$1,000,000,000 aggregate principal amount of 2.250% Notes due 2022

$1,000,000,000 aggregate principal amount of 2.950% Notes due 2027

$1,500,000,000 aggregate principal amount of 3.625% Notes due 2037

$1,000,000,000 aggregate principal amount of 3.750% Notes due 2047

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Issue Date
March 3, 2017

Maturity Date
March 3, 2022 for the 2022 notes

March 3, 2027 for the 2027 notes

March 3, 2037 for the 2037 notes

March 3, 2047 for the 2047 notes

Interest rate
2.250% per annum for the 2022 notes

2.950% per annum for the 2027 notes

3.625% per annum for the 2037 notes

3.750% per annum for the 2047 notes

Interest payment dates
Interest on the notes will accrue from and including March 3, 2017 and is payable semi-
annually on March 3 and September 3 of each year, beginning on September 3, 2017.

Optional redemption
Prior to (i) with respect to the 2022 notes, February 3, 2022 (one month prior to the
maturity date of such notes), (ii) with respect to the 2027 notes, December 3, 2026 (three
months prior to the maturity date of such notes), (iii) with respect to the 2037 notes,
September 3, 2036 (six months prior to the maturity date of such notes), and (iv) with
respect to the 2047 notes, September 3, 2046 (six months prior to the maturity date of
such notes), such series of notes may be redeemed at our option, at any time in whole or
from time to time in part, at the applicable redemption price described in this prospectus
supplement under "Description of the Notes--Optional Redemption."

On or after (i) with respect to the 2022 notes, February 3, 2022 (one month prior to the
maturity date of such notes), (ii) with respect to the 2027 notes, December 3, 2026 (three
months prior to the maturity date of such notes), (iii) with respect to the 2037 notes,
September 3, 2036 (six months prior to the maturity date of such notes), and (iv) with
respect to the 2047 notes, September 3, 2046 (six months prior to the maturity date of
such notes), such series of notes may be redeemed at our option, at any time in whole or
from time to time in part, at a redemption price equal to 100% of the principal amount
of notes to be redeemed, plus accrued and unpaid interest to the date of redemption.

S-2
Table of Contents
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 issue additional notes of any series in an unlimited aggregate principal amount
of additional notes of that series without the consent of the holders of the notes.

Trading
The notes are new issuances of securities with no established trading market. The notes
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
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Table of Contents
RISK FACTORS
Before purchasing the notes, you should consider carefully the information described under "Risk Factors" in Item 1A of our Annual Report
on Form 10-K for the fiscal year ended January 1, 2017. You should also carefully consider the information described under "Cautionary Note
Regarding Forward-Looking Statements" in this prospectus supplement and 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. You should realize that the Company faces a number of risks and uncertainties that are difficult to predict and many of which
are outside the Company's control, and if known or unknown risks or uncertainties materialize, the Company's business, results of operations or
financial condition could be adversely affected. See "Where You Can Find More Information."
Risks Relating to the Offering
The limited covenants in the indenture governing the notes and the terms of the notes will not provide protection against significant events
that could adversely impact your investment in the notes.
The indenture governing the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

·
limit our ability to incur additional indebtedness;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries;

·
restrict our ability to repurchase or prepay our securities; or

·
restrict our or our subsidiaries' ability to make investments or to repurchase or pay dividends or make other payments in respect of our

common stock or other securities ranking junior to the notes.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes will not
restrict our ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse
impact on your investment in the notes.
The notes will be unsecured and therefore will effectively be subordinated to any secured debt we may incur in the future.
The notes will not be secured by any of our assets or those of our subsidiaries. As a result, the notes will be effectively subordinated to any
secured debt we may incur to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy or other similar
proceeding, the holders of our secured debt may assert rights against the secured assets in order to receive full payment of their debt before the
assets may be used to pay the holders of the notes.
Active trading markets for the notes may not develop.
The notes are new issues of securities with no established trading markets. We do not intend to apply for listing of the notes on any securities
exchange. We cannot assure you trading markets for the notes will develop or of the ability of holders of the notes to sell their notes or of the
prices at which holders may be able to sell their notes. The underwriters have advised us that they currently intend to make a market in each series
of the notes. However, the underwriters are not obligated to do so, and any market-making with respect to the notes may be discontinued, in their
sole discretion, at any time without notice. If no active trading markets develop, you may be unable to resell the notes at any price or at their fair
market value.

S-4
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USE OF PROCEEDS
We intend to use the net proceeds of the offering of notes for general corporate purposes, including the repurchase of shares of our
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outstanding common stock pursuant to our authorized share repurchase program, and the payment of outstanding commercial paper. As of
January 1, 2017, we had approximately $2.7 billion of commercial paper outstanding with a weighted average interest rate of 0.5982% and a
weighted maturity of 28 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.

Fiscal Year Ended

January 1,
January 3,
December 28,
December 29,
December 30,

2017

2016

2014

2013

2012

Ratio of Earnings to Fixed Charges

22.00

26.16

27.83

22.70

18.69

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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 offered hereby 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), as trustee (the "Trustee"), as amended by a First Supplemental Indenture dated as of September 1, 1990 (the "Indenture"). The
2.250% notes due 2022, 2.950% notes due 2027, 3.625% notes due 2037 and 3.750% notes due 2047 are sometimes respectively referred to herein
as the "2022 notes," "2027 notes," "2037 notes" and "2047 notes." The 2022 notes, 2027 notes, 2037 notes and 2047 notes are sometimes referred
to herein collectively as the "notes."
The 2022 notes will mature on March 3, 2022. The 2027 notes will mature on March 3, 2027. The 2037 notes will mature on March 3, 2037
and the 2047 notes will mature on March 3, 2047.
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 notes will bear interest from March 3, 2017, or from the most recent interest payment date for which interest has been paid or provided
for.
Interest on the notes is payable semi-annually on March 3 and September 3 of each year (each such date an "interest payment date" with
respect to the notes), beginning September 3, 2017, to the holders of the notes at the close of business on the applicable record date, which is the
February 17 or August 17 next preceding such interest payment date.
The 2022 notes will bear interest at the rate of 2.250% per annum. The 2027 notes will bear interest at the rate of 2.950% per annum. The
2037 notes will bear interest at the rate of 3.625% per annum. The 2047 notes will bear interest at the rate of 3.750% per annum. Interest on the
notes will be calculated on the basis of a 360-day year of twelve 30-day months.
Optional Redemption
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We may, at our option, redeem the 2022 notes, 2027 notes, 2037 notes and 2047 notes at any time prior to the applicable Par Call Date, either
in whole or in part, 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

· 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 0.075%, in the
case of the 2022 notes, 0.100%, in the case of the 2027 notes and the 2037 notes, and 0.150%, in the case of the 2047 notes.

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Table of Contents
At any time on or after the applicable Par Call Date, we may redeem the 2022 notes, the 2027 notes, the 2037 notes and the 2047 notes, as the
case may be, in whole or in part, at our option, at a redemption price equal to 100% of the principal amount of such 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 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.
"Par Call Date" means (i) February 3, 2022 (one month prior to the maturity date of such notes), in the case of the 2022 notes, (ii)
December 3, 2026 (three months prior to the maturity date of such notes), in the case of the 2027 notes, (iii) September 3, 2036 (six months prior
to the maturity date of such notes), in the case of the 2037 notes, and (iv) September 3, 2046 (six months prior to the maturity date of such notes),
in the case of the 2047 notes.
"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 (assuming, in the case of the 2022 notes,
the 2027 notes, the 2037 notes and the 2047 notes, that such notes matured on the Par Call Date); 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.
https://www.sec.gov/Archives/edgar/data/200406/000119312517065878/d353921d424b5.htm[3/1/2017 5:20:36 PM]

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