Obligation Microsofta 3.5% ( US594918BC73 ) en USD

Microsofta

93.892 % ▼

Etas-Unis

US594918BC73 ( en USD )

3.5% par an ( paiement semestriel )

12/02/2035

Prospectus brochure de l'obligation Microsoft US594918BC73 en USD 3.5%, échéance 12/02/2035

2 000 USD

1 500 000 000 USD

594918BC7

AAA ( Première qualité )

Aaa ( Première qualité )

11/02/2026 ( Dans 4 jours )

Microsoft est une multinationale américaine de la technologie, spécialisée dans le développement, la fabrication, la vente et le support de logiciels, d'ordinateurs personnels et de services.

Microsoft a émis une obligation (ISIN : US594918BC73, CUSIP : 594918BC7) d'une valeur totale de 1 500 000 000 USD, négociée actuellement à 90,719 % de sa valeur nominale, avec un taux d'intérêt de 3,5 %, échéant le 12/02/2035, payable semestriellement, et cotée AAA par S&P et Aaa par Moody's, avec un montant minimum d'achat de 2 000 USD.

Prospectus Supplement
424B2 1 d868361d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-184717
CALCULATION OF REGISTRATION FEE

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

Registered

Price Per Unit

Offering Price
Registration Fee(1)(2)
1.850% Notes due 2020

$1,500,000,000
99.990%

$1,499,850,000
$174,283
2.375% Notes due 2022

$1,500,000,000
99.827%

$1,497,405,000
$173,999
2.700% Notes due 2025

$2,250,000,000
99.791%

$2,245,297,500
$260,904
3.500% Notes due 2035

$1,500,000,000
98.850%

$1,482,750,000
$172,296
3.750% Notes due 2045

$1,750,000,000
99.447%

$1,740,322,500
$202,226
4.000% Notes due 2055

$2,250,000,000
98.410%

$2,214,225,000
$257,293

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is
$1,241,001.
(2)
Paid herewith.
Table of Contents

Prospectus Supplement
(To Prospectus dated November 2, 2012)

$10,750,000,000
Microsoft Corporation
$1,500,000,000 1.850% Notes due 2020
$1,500,000,000 2.375% Notes due 2022
$2,250,000,000 2.700% Notes due 2025
$1,500,000,000 3.500% Notes due 2035
$1,750,000,000 3.750% Notes due 2045
$2,250,000,000 4.000% Notes due 2055
We are offering $1,500,000,000 aggregate principal amount of 1.850% Notes due 2020 (the "2020 Notes"), $1,500,000,000 aggregate principal amount of 2.375% Notes due
2022 (the "2022 Notes"), $2,250,000,000 aggregate principal amount of 2.700% Notes due 2025 (the "2025 Notes"), $1,500,000,000 aggregate principal amount of 3.500% Notes due
2035 (the "2035 Notes"), $1,750,000,000 aggregate principal amount of 3.750% Notes due 2045 (the "2045 Notes") and $2,250,000,000 aggregate principal amount of 4.000% Notes due
2055 (the "2055 Notes" and, together with the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes and the 2045 Notes, the "notes").
Interest on the notes will accrue from February 12, 2015. We will pay interest on the notes semi-annually in arrears on February 12 and August 12 of each year, beginning
on August 12, 2015.
The 2020 Notes will mature on February 12, 2020, the 2022 Notes will mature on February 12, 2022, the 2025 Notes will mature on February 12, 2025, the 2035 Notes will
mature on February 12, 2035, the 2045 Notes will mature on February 12, 2045 and the 2055 Notes will mature on February 12, 2055.
We will have the right at our option to redeem the notes of any series, in whole or in part, at any time or from time to time prior to January 12, 2020 (in the case of the
2020 Notes), January 12, 2022 (in the case of the 2022 Notes), November 12, 2024 (in the case of the 2025 Notes), August 12, 2034 (in the case of the 2035 Notes), August 12,
2044 (in the case of the 2045 Notes) and August 12, 2054 (in the case of the 2055 Notes) at the applicable make-whole price set forth in this prospectus supplement, plus accrued and
unpaid interest to the date of redemption. We will also have the right at our option to redeem the 2020 Notes, the 2022 Notes, the 2025 Notes, the 2035 Notes, the 2045 Notes and the
2055 Notes, in whole or in part, at any time on or after January 12, 2020 (in the case of the 2020 Notes), January 12, 2022 (in the case of the 2022 Notes), November 12, 2024 (in the
case of the 2025 Notes), August 12, 2034 (in the case of the 2035 Notes), August 12, 2044 (in the case of the 2045 Notes) and August 12, 2054 (in the case of the 2055 Notes) at the
redemption price of 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to the date of redemption. See "Description of the Notes--Optional
Redemption."
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated debt from time to time outstanding.
See "Risk Factors" on page S-4 for a discussion of certain risks that should be considered in connection with an investment in the notes.

Proceeds, Before
Price to
Underwriting
Expenses, to

Public(1)

Discounts
Microsoft(1)

Per 2020 Note

99.990%

0.350%

99.640%
Total

$1,499,850,000
$
5,250,000
$
1,494,600,000
Per 2022 Note

99.827%

0.400%

99.427%
Total

$1,497,405,000
$
6,000,000
$
1,491,405,000
Per 2025 Note

99.791%

0.450%

99.341%
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Prospectus Supplement
Total

$2,245,297,500
$ 10,125,000
$
2,235,172,500
Per 2035 Note

98.850%

0.875%

97.975%
Total

$1,482,750,000
$ 13,125,000
$
1,469,625,000
Per 2045 Note

99.447%

0.875%

98.572%
Total

$1,740,322,500
$ 15,312,500
$
1,725,010,000
Per 2055 Note

98.410%

0.875%

97.535%
Total

$2,214,225,000
$ 19,687,500
$
2,194,537,500
(1) Plus accrued interest, if any, from February 12, 2015.
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 notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
We expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Clearstream
Banking, société anonyme, and Euroclear Bank SA/NV on or about February 12, 2015.

Joint Book-Running Managers

Barclays
Citigroup

BofA Merrill Lynch
Goldman, Sachs & Co.
HSBC

J.P. Morgan
RBS
Wells Fargo Securities

Co-Managers

CastleOak Securities, L.P.

Drexel Hamilton

Lebenthal Capital Markets
Loop Capital Markets

Ramirez & Co., Inc.

The Williams Capital Group, L.P.
The date of this prospectus supplement is February 9, 2015
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-i
Incorporation by Reference
S-ii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-5
Capitalization
S-5
Ratio of Earnings to Fixed Charges
S-6
Description of the Notes
S-7
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders
S-12
Underwriting
S-15
Legal Matters
S-20
Experts
S-20
Prospectus

About This Prospectus

i
Where You Can Find More Information

ii
Incorporation by Reference

ii
Forward Looking Statements

iii
Our Company

1
Risk Factors

1
Ratio of Earnings to Fixed Charges

1
Use of Proceeds

1
Description of the Debt Securities

2
Plan of Distribution

18
Validity of the Securities

20
Experts

20

ABOUT THIS PROSPECTUS SUPPLEMENT
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Prospectus Supplement
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 November 2, 2012, 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.
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"). If information in this
prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. We have not, and the
underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus or in any such free writing prospectus is accurate as of any date other than the respective dates
thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.
We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted.

S-i
Table of Contents
References in this prospectus supplement to "Microsoft," "we," "us" and "our" and all similar references are to Microsoft Corporation
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 the Debt Securities" section of the accompanying prospectus, references to
"we," "us" and "our" are to Microsoft Corporation (parent company only) and not to any of its subsidiaries. References herein to "$" are to the
lawful currency of the United States, references to "" and "euro" are to the single currency introduced at the third stage of the European Monetary
Union pursuant to the Treaty establishing the European Community, as amended.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement and the accompanying prospectus. This
means that we can disclose important information to you by referring you to another document. Any information referred to in this way is
considered part of this prospectus supplement and the accompanying prospectus from the date we file that document. Any reports filed by us with
the SEC after the date of this prospectus supplement and before the date that the offering of the debt securities by means of this prospectus
supplement and the accompanying prospectus is terminated will automatically update and, where applicable, supersede any information contained
or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents set forth below that have
been previously filed with the SEC; provided, however, that we are not incorporating any documents or information deemed to have been
furnished rather than filed in accordance with SEC rules:

·
our Annual Report on Form 10-K for the fiscal year ended June 30, 2014;

·
the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended June 30,

2014 from our Definitive Proxy Statement on Schedule 14A filed on October 22, 2014;

·
our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2014 and December 31, 2014;

·
our Current Reports on Form 8-K filed on July 17, 2014, July 31, 2014, August 19, 2014, September 17, 2014 and December 4,

2014; and

·
any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on

or after the date of this prospectus and before the termination of this offering.
To obtain copies of these filings, see "Where You Can Find More Information" of the accompanying prospectus.

S-ii
Table of Contents
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Prospectus Supplement
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.
Microsoft Corporation
Microsoft was founded in 1975. Our mission is to enable people and organizations throughout the world to do more and achieve
more by creating technology that transforms the way people learn, work, play, and communicate. We develop and market software, services,
and devices that deliver new opportunities, greater convenience, and enhanced value to people's lives. We do business worldwide and have
offices in more than 100 countries.
We generate revenue by developing, licensing, and supporting a wide range of software products, by offering an array of services,
including cloud-based services, to consumers and businesses, by designing, manufacturing, and selling devices that integrate with our cloud-
based services, and by delivering relevant online advertising to a global audience.
Our products include operating systems for computing devices, servers, phones, and other intelligent devices; server applications for
distributed computing environments; productivity applications; business solution applications; desktop and server management tools; software
development tools; video games; and online advertising. We also design and sell hardware including PCs, tablets, gaming and entertainment
consoles, phones, other intelligent devices, and related accessories.
We offer cloud-based solutions that provide customers with software, services, and content over the Internet by way of shared
computing resources located in centralized data centers. Examples of cloud-based computing services we offer include Bing, Microsoft
Azure, Microsoft Dynamics CRM Online, Microsoft Office 365, OneDrive, Skype, Xbox Live, and Yammer. Cloud revenue is earned
primarily from usage fees, advertising, and subscriptions. We also provide consulting and product and solution support services, and we train
and certify computer system integrators and developers.
We conduct research and develop advanced technologies for future software, devices, and services. We believe that we will
continue to grow and meet our customers' needs as the productivity and platform company for the mobile-first and cloud-first world. We will
continue to create new opportunities for partners, increase customer satisfaction, and improve our service excellence, business efficacy, and
internal processes.

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 herein.

Issuer
Microsoft Corporation.

Securities offered
$1,500,000,000 aggregate principal amount of 1.850% Notes due 2020;
$1,500,000,000 aggregate principal amount of 2.375% Notes due 2022;
$2,250,000,000 aggregate principal amount of 2.700% Notes due 2025;
$1,500,000,000 aggregate principal amount of 3.500% Notes due 2035;
$1,750,000,000 aggregate principal amount of 3.750% Notes due 2045; and
$2,250,000,000 aggregate principal amount of 4.000% Notes due 2055.

Original issue date
February 12, 2015.

Maturity date
February 12, 2020 for the 2020 Notes;
February 12, 2022 for the 2022 Notes;
February 12, 2025 for the 2025 Notes;
February 12, 2035 for the 2035 Notes;
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Prospectus Supplement
February 12, 2045 for the 2045 Notes; and
February 12, 2055 for the 2055 Notes.

Interest rate
1.850% per annum for the 2020 Notes;
2.375% per annum for the 2022 Notes;
2.700% per annum for the 2025 Notes;
3.500% per annum for the 2035 Notes;
3.750% per annum for the 2045 Notes; and
4.000% per annum for the 2055 Notes.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on February 12 and August 12 of each
year, beginning on August 12, 2015, and on the maturity date of each such series of notes.

Optional redemption
We will have the right at our option to redeem the notes of any series, in whole or in part, at any
time or from time to time prior to January 12, 2020 (in the case of the 2020 Notes), January 12,
2022 (in the case of the 2022 Notes), November 12, 2024 (in the case of the 2025 Notes), August
12, 2034 (in the case of the 2035 Notes), August 12, 2044 (in the case of the 2045 Notes) and
August 12, 2054 (in the case of the 2055 Notes) at the applicable make-whole price set forth in
this prospectus supplement, plus accrued and unpaid interest to the date of redemption. We will
also have the right at our option to redeem the notes of any series, in whole or in part, at any time
on or after January 12, 2020 (in the case of the 2020 Notes), January 12, 2022 (in the case of the
2022 Notes), November 12, 2024 (in the case of the 2025 Notes), August 12, 2034 (in the case of
the 2035 Notes), August 12, 2044 (in the case of the 2045 Notes) and August 12, 2054 (in the

S-2
Table of Contents
case of the 2055 Notes) at the redemption price of 100% of the principal amount of the notes to be

redeemed, plus accrued and unpaid interest to the date of redemption. See "Description of the
Notes--Optional Redemption" in this prospectus supplement.

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 of any series ranking equally and ratably with the
notes of such series in all respects, including the same terms as to status, redemption or otherwise.

Form and denomination
The notes will be issued in the form of one or more fully registered global securities, without
coupons, in denominations of $2,000 in principal amount and integral multiples of $1,000 in
excess thereof. These global securities will be deposited with the trustee as custodian for, and
registered in the name of, a nominee of The Depository Trust Company ("DTC"). Except in the
limited circumstances described under "Description of the Debt Securities-- Book-Entry;
Delivery and Form; Global Securities" in the accompanying prospectus, notes in certificated form
will not be issued or exchanged for interests in global securities.

Trading
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. The underwriters have advised us that
they currently intend to make a market in each series of the notes, but they are not obligated to do
so and may, in their sole discretion, discontinue market-making at any time without notice. See
"Underwriting" in this prospectus supplement for more information.

Trustee
U.S. Bank National Association.

S-3
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Prospectus Supplement
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks described
under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and our Quarterly Report on Form
10-Q for the quarterly period ended December 31, 2014, each of which is incorporated by reference in this prospectus supplement, as well as the
risks set forth below. See "Where You Can Find More Information" in the accompanying prospectus.
The indenture governing the notes does not contain financial covenants or meaningful restrictions on us or our subsidiaries.
Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities, including debt secured by liens,
under the indenture. We may from time to time incur additional debt and other liabilities. In addition, we are not restricted from paying dividends
or making distributions on our capital stock or purchasing or redeeming our capital stock under the indenture.
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.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices of the notes will depend on many factors, including, among others, the following:

·
ratings on our debt securities assigned by rating agencies;

·
the prevailing interest rates being paid by other companies similar to us;

·
our results of operations, financial condition and prospects; and

·
the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future,
which could have an adverse effect on the market prices of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings
assigned to us or our debt securities could have an adverse effect on the market prices of the notes.

S-4
Table of Contents
USE OF PROCEEDS
The net proceeds from the sale of the notes will be used for general corporate purposes, which may include, among other things, funding
for working capital, capital expenditures, repurchases of our capital stock, acquisitions and repayment of our existing debt.
CAPITALIZATION
The following sets forth our capitalization on a consolidated basis as of December 31, 2014. We have presented our capitalization on
both an actual and an as adjusted basis to reflect the issuance and sale of the notes offered hereby, but not the application of the net proceeds from
the issuance and sale of such notes. See "Use of Proceeds." You should read the following table along with our financial statements and the
accompanying notes to those statements, together with the information set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014, which is
incorporated by reference in this prospectus supplement. See "Where You Can Find More Information" in the accompanying prospectus.

As of December 31, 2014

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Prospectus Supplement

Actual
As Adjusted
(unaudited)

(in millions)

Long-term debt (including current portion):

1.625% Notes due 2015

$
1,750
$
1,750
2.500% Notes due 2016

750

750
0.875% Notes due 2017

600

600
1.000% Notes due 2018

450

450
1.625% Notes due 2018

1,250

1,250
4.200% Notes due 2019

1,000

1,000
3.000% Notes due 2020

1,000

1,000
4.000% Notes due 2021

500

500
2.125% Notes due 2021 (1)

2,119

2,119
2.125% Notes due 2022

750

750
2.375% Notes due 2023

1,000

1,000
3.625% Notes due 2023

1,500

1,500
3.125% Notes due 2028 (2)

2,119

2,119
2.625% Notes due 2033 (3)

666

666
5.200% Notes due 2039

750

750
4.500% Notes due 2040

1,000

1,000
5.300% Notes due 2041

1,000

1,000
3.500% Notes due 2042

900

900
3.750% Notes due 2043

500

500
4.875% Notes due 2043

500

500
1.850% Notes due 2020 offered hereby

--

1,500
2.375% Notes due 2022 offered hereby

--

1,500
2.700% Notes due 2025 offered hereby

--

2,250
3.500% Notes due 2035 offered hereby

--

1,500
3.750% Notes due 2045 offered hereby

--

1,750
4.000% Notes due 2055 offered hereby

--

2,250
Unamortized debt discount

(95)

(165)

Total debt

20,009

30,689
Total stockholders' equity

91,879

91,879

Total capitalization

$ 111,888
$
122,568

(footnotes on following page)

S-5
Table of Contents

(1)
Represents 1,750 million principal amount (using the exchange rate of 1.00 = $1.21005 in effect on December 31, 2014).
(2)
Represents 1,750 million principal amount (using the exchange rate of 1.00 = $1.21005 in effect on December 31, 2014).
(3)
Represents 550 million principal amount (using the exchange rate of 1.00 = $1.21005 in effect on December 31, 2014).
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of our earnings to fixed charges for the periods indicated.

Year Ended June 30,

Six Months Ended

December 31, 2014
2014
2013
2012
2011
2010

(unaudited)

Ratio of earnings to fixed charges (1)

39x
43x
57x
52x
81x
122x

(1)
For purposes of calculating the ratio of earnings to fixed charges, earnings represents earnings from continuing operations before income
taxes and before income (losses) from equity method investments plus: (a) fixed charges; and (b) cash distributions from equity method
investments. Fixed charges include: (a) interest expense, whether expensed or capitalized; and (b) the portion of operating rental expense
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Prospectus Supplement
which management believes is representative of the interest component of rent expense.

S-6
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the particular terms and conditions of the notes supplements the description of the general terms and
conditions of the debt securities set forth under "Description of the Debt Securities" in the accompanying prospectus. Capitalized terms used but
not defined in this prospectus supplement have the meanings assigned in the accompanying prospectus or the indenture referred to below.
General
The notes will be issued in six series of debt securities under the indenture, dated as of May 18, 2009, between us and The Bank of New
York Mellon Trust Company, N.A., as trustee, as supplemented by a supplemental indenture between us and U.S. Bank National Association, as
trustee for the notes offered hereby. The indenture is more fully described in the accompanying prospectus. The following description of the
specific terms and conditions of the notes supplements, and to the extent inconsistent therewith replaces, the description of the general terms and
conditions of the debt securities set forth in the accompanying prospectus.
The 2020 Notes initially will be limited to $1,500,000,000. The 2022 Notes initially will be limited to $1,500,000,000. The 2025 Notes
initially will be limited to $2,250,000,000. The 2035 Notes initially will be limited to $1,500,000,000 aggregate principal amount. The 2045 Notes
initially will be limited to $1,750,000,000 aggregate principal amount. The 2055 Notes initially will be limited to $2,250,000,000 aggregate
principal amount. We may, at any time or from time to time, issue additional notes of each series of notes offered hereby without the consent of the
holders of that series of notes, but we will not issue such additional notes unless they are fungible for U.S. federal income tax purposes with the
relevant series of notes offered hereby.
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 maturity date of the 2020 Notes will be February 12, 2020. The maturity date of the 2022 Notes will be February 12, 2022. The
maturity date of the 2025 Notes will be February 12, 2025. The maturity date of the 2035 Notes will be February 12, 2035. The maturity date of
the 2045 Notes will be February 12, 2045. The maturity date of the 2055 Notes will be February 12, 2055.
The notes will be subject to legal defeasance and covenant defeasance as provided under "Description of the Debt Securities--
Discharge, Defeasance and Covenant Defeasance" in the accompanying prospectus.
The notes will be issued in a form of one or more fully registered global securities, without coupons, in denominations of $2,000 in
principal amount and integral multiples of $1,000 in excess thereof.
The notes will not benefit from any sinking fund.
Interest and Principal
The notes will bear interest from February 12, 2015 at the applicable annual rates set forth on the cover of this prospectus supplement.
We will pay interest on the notes semi-annually in arrears on February 12 and August 12 of each year, beginning on August 12, 2015, and on the
maturity date for each series of notes. We will pay interest on the notes to the persons in whose names the notes are registered at the close of
business on January 28 and July 28 (in each case, whether or not a business day) immediately preceding the related interest payment date. Interest
on the notes will be computed on the basis of a 360-day year composed of twelve 30-day months.
General
We will pay the principal of and interest on each note to the registered holder in U.S. dollars in immediately available funds. Payment
will be made upon presentation of the notes at the office or agency we maintain for this purpose in the Borough of Manhattan, The City of New
York, currently at the trustee's office

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located at 100 Wall Street, New York, New York 10005; provided, however, that payment of interest may be made at our option by check mailed
to the registered holder on the record date at such address as shall appear in the security register or by wire transfer of immediately available funds
to an account specified in writing by such holder to us and the trustee prior to the relevant record date. Notwithstanding anything to the contrary in
this prospectus supplement or the accompanying prospectus, so long as the notes are in book-entry form, we will make payments of principal and
interest through the trustee to DTC.
Interest payable on any interest payment date for a series of notes or the maturity date for that series of notes will be the amount of
interest accrued from, and including, the next preceding interest payment date for that series of notes in respect of which interest has been paid or
duly provided for (or from and including the original issue date, if no interest has been paid or duly provided for with respect to the notes of that
series) to, but excluding, such interest payment date or maturity date, as the case may be. If any interest payment date falls on a day that is not a
business day, the interest payment will be made on the next succeeding business day, and we will not be liable for any additional interest as a
result of the delay in payment. If a maturity date falls on a day that is not a business day, the related payment of principal and interest will be made
on the next succeeding business day, and no interest will accrue on the amounts so payable for the period from and after such date to the next
succeeding business day. The term "business day" means any day, other than a Saturday or a Sunday, that is not a day on which banking
institutions are authorized or obligated by law or executive order to close in New York City.
Optional Redemption
At any time prior to January 12, 2020 (in the case of the 2020 Notes), January 12, 2022 (in the case of the 2022 Notes), November 12,
2024 (in the case of the 2025 Notes), August 12, 2034 (in the case of the 2035 Notes), August 12, 2044 (in the case of the 2045 Notes) and
August 12, 2054 (in the case of the 2055 Notes), we will have the right at our option to redeem the notes of such series, in whole or in part, at any
time or from time to time, on at least 30 days' but not more than 60 days' prior notice mailed to the registered address of each holder of the notes
of such series to be redeemed, at a redemption price, calculated by us, equal to the greater of (1) 100% of the principal amount of the notes of such
series to be redeemed and (2) the sum of the present values of each remaining scheduled payment of principal and interest on notes of such series to
be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) basis at the applicable Treasury Rate plus 7.5 basis points (in the case of the 2020 Notes), 10 basis
points (in the case of the 2022 Notes), 12.5 basis points (in the case of the 2025 Notes), 20 basis points (in the case of the 2035 Notes), 20 basis
points (in the case of the 2045 Notes) or 25 basis points (in the case of the 2055 Notes).
At any time on or after January 12, 2020 (in the case of the 2020 Notes), January 12, 2022 (in the case of the 2022 Notes), November 12,
2024 (in the case of the 2025 Notes), August 12, 2034 (in the case of the 2035 Notes), August 12, 2044 (in the case of the 2045 Notes) and
August 12, 2054 (in the case of the 2055 Notes), we will have the right at our option to redeem the notes of such series, in whole or in part, on at
least 30 days' but not more than 60 days' prior notice at any time at a redemption price equal to 100% of the principal amount of the notes of such
series to be redeemed.
The redemption price for the notes will include, in each case, accrued and unpaid interest on the principal amount of the notes to be
redeemed to the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the series of 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 a comparable maturity to the
remaining term of the notes of such series.

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"Comparable Treasury Price" means, with respect to any redemption date (1) the arithmetic average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if we obtain fewer
than four such Reference Treasury Dealer Quotations, the arithmetic average of all such quotations for such redemption date.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means Barclays Capital Inc. and Citigroup Global Markets Inc. or their respective affiliates, which are
primary U.S. government securities dealers in the United States of America and their respective successors plus two other primary U.S.
government securities dealers in the United States of America designated by us; provided, however, that if any of the foregoing ceases to be a
primary U.S. government securities dealer in the United States of America (a "Primary Treasury Dealer"), we will substitute therefor another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" 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 applicable Comparable Treasury Issue (expressed in each case as a percentage of
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its principal amount) quoted in writing to us by such Reference Treasury Dealer at 3:30 p.m. (New York City time) on the third business day
preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated maturity (on a day count basis) of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such redemption date.
On and after a redemption date, interest will cease to accrue on the notes called for redemption or any portion of any series of the notes
called for redemption (unless we default in the payment of the redemption price and accrued and unpaid interest). On or before the redemption
date, we will deposit with the trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment
date) accrued and unpaid interest to the redemption date on the notes of such series to be redeemed on such date. If less than all of the notes of a
series are to be redeemed, the notes of such series to be redeemed will be selected by the trustee by such method as the trustee will deem fair and
appropriate; provided, however, that no notes of a principal amount of $2,000 or less shall be redeemed in part.
Book-Entry; Delivery and Form; Global Securities
Each series of notes will be issued in the form of one or more global securities, in definitive, fully registered form without interest
coupons, each of which we refer to as a "global security." Each such global security will be deposited with the trustee as custodian for DTC and
registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
We will not issue certificated securities to you for the notes you purchase, except in the limited circumstances described below. Each
global security will be issued to DTC, which will keep a computerized record of its participants whose clients have purchased and beneficially own
notes of a particular series. Each participant will then keep a record of its clients who have purchased and beneficially own notes of a particular
series. Unless it is exchanged in whole or in part for a certificated security, a global security may not be transferred. DTC, its nominee and their
successors may, however, transfer a global security as a whole to one another, and these transfers are required to be recorded on our records or a
register to be maintained by the trustee.
Additional information concerning book-entry procedures, as well as DTC, Clearstream Banking, société anonyme ("Clearstream") and
Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), is set forth under "Description of the Debt Securities--Book-Entry;
Delivery and Form; Global Securities" in the accompanying prospectus.

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Beneficial interests in a global security will be shown on, and transfers of beneficial interests in the global securities will be made only
through, records maintained by DTC and its participants. When you purchase notes through the DTC system, the purchases must be made by or
through a direct participant, which will receive credit for the notes on DTC's records. When you actually purchase the notes, you will become its
beneficial owner. Your ownership interest will be recorded only on the direct or indirect participants' records. DTC will have no knowledge of
your individual ownership of the notes. DTC's records will show only the identity of the direct participants and the amount of the notes held by or
through them. You will not receive a written confirmation of your purchase or sale or any periodic account statement directly from DTC. You
should instead receive these from your direct or indirect participant. As a result, the direct or indirect participants are responsible for keeping
accurate account of the holdings of their customers.
The trustee will wire payments on the notes to DTC's nominee. The trustee and we will treat DTC's nominee as the owner of each
global security for all purposes. Accordingly, the trustee, any paying agent and we will have no direct responsibility or liability to pay amounts due
on a global security to you or any other beneficial owners in that global security. Any redemption notices will be sent by us directly to DTC, which
will, in turn, inform the direct participants (or the indirect participants), which will then contact you as a beneficial holder.
It is DTC's current practice, upon receipt of any payment of principal, interest, redemption prices, distributions or liquidation amounts,
to credit direct participants' accounts proportionately on the payment date based on their holdings. In addition, it is DTC's current practice to pass
through any consenting or voting rights to such participants by using an omnibus proxy. Those participants will, in turn, make payments to and
solicit votes from you, the beneficial owner of notes, based on their customary practices. Payments to you will be the responsibility of the
participants and not of DTC, the trustee or our company.
Notes of a series represented by global securities will be exchangeable for certificated securities with the same terms in authorized
denominations only in the circumstances described in "Description of the Debt Securities--Book-Entry; Delivery and Form; Global Securities" in
the accompanying prospectus. If the global securities are exchanged for certificated securities, the trustee will keep the registration books for the
notes at its corporate trust office and follow customary practices and procedures regarding those certificated securities.
Links have been established among DTC, Clearstream and Euroclear to facilitate the initial issuance of the notes sold outside of the
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Document Outline

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