Obligation NVIDEA 3.7% ( US67066GAJ31 ) en USD

NVIDEA

74.106 % ▼

Etats-unis

US67066GAJ31 ( en USD )

3.7% par an ( paiement semestriel )

31/03/2060

Prospectus brochure de l'obligation NVIDIA US67066GAJ31 en USD 3.7%, échéance 31/03/2060

67066GAJ3

AA- ( Haute qualité )

Aa1 ( Haute qualité )

01/10/2026 ( Dans 182 jours )

NVIDIA est le leader mondial des processeurs graphiques (GPU) qui ont révolutionné l'informatique visuelle et propulsé l'ère de l'intelligence artificielle, des centres de données et de la conduite autonome.

L'obligation NVIDIA (US67066GAJ31, CUSIP 67066GAJ3), émise aux États-Unis, affiche actuellement un prix de marché de 76,373% de sa valeur nominale, offre un taux d'intérêt de 3,7% avec des paiements semestriels, et arrive à échéance le 31 mars 2060, bénéficiant d'une notation AA- de Standard & Poor's et Aa3 de Moody's.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-237390
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
To Be
Offering Price
Aggregate
Amount of
Securities To Be Registered

Registered

Per Unit

Offering Price

Registration Fee(1)
2.850% Notes due 2030

$1,500,000,000
99.629%

$ 1,494,435,000
$193,978
3.500% Notes due 2040

$1,000,000,000
99.800%

$ 998,000,000
$129,541
3.700% Notes due 2050

$2,000,000,000
99.742%

$ 1,994,840,000
$258,931
3.700% Notes due 2060

$ 500,000,000
99.709%

$ 498,545,000
$ 64,712
Total

$5,000,000,000

$ 4,985,820,000
$647,160

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 26, 2020)
$5,000,000,000

NVIDIA CORPORATION
$1,500,000,000 2.850% Notes due 2030
$1,000,000,000 3.500% Notes due 2040
$2,000,000,000 3.500% Notes due 2050
$500,000,000 3.700% Notes due 2060

The 2.850% notes due 2030, which we refer to as the "2030 notes," will mature on April 1, 2030, the 3.500% notes due 2040, which we refer to as the "2040
notes," will mature on April 1, 2040, the 3.500% notes due 2050, which we refer to as the "2050 notes," will mature on April 1, 2050, and the 3.700% notes due 2060,
which we refer to as the "2060 notes," will mature on April 1, 2060. We refer to the 2030 notes, the 2040 notes, the 2050 notes and the 2060 notes collectively as the
"notes."
We will pay interest semi-annually on the notes on April 1 and October 1 of each year, beginning on October 1, 2020.
We may redeem the notes of each series in whole or in part at any time or from time to time at the redemption prices described under "Description of Notes--
Optional Redemption."
The notes will be unsecured obligations of ours and rank equally with our existing and future unsecured senior indebtedness. The notes will be issued only in
registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 thereafter. The notes will not be listed on any securities exchange.
Currently, there are no public markets for the notes.

Investing in the notes involves risk. Please read "Risk Factors" beginning on page S-6 of this prospectus supplement and the risks described
in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Public Offering
Underwriting
Proceeds, Before
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Price(1)

Discounts(2)
Expenses, to Us(1)
Per 2030 Note

99.629%

0.175%

99.454%
2030 Notes Total

$1,494,435,000
$ 2,625,000
$
1,491,810,000
Per 2040 Note

99.800%

0.275%

99.525%
2040 Notes Total

$ 998,000,000
$ 2,750,000
$
995,250,000
Per 2050 Note

99.742%

0.275%

99.467%
2050 Notes Total

$1,994,840,000
$ 5,500,000
$
1,989,340,000
Per 2060 Note

99.709%

0.275%

99.434%
2060 Notes Total

$ 498,545,000
$ 1,375,000
$
497,170,000

(1)
Plus accrued interest, if any, from March 31, 2020.
(2)
The underwriter has agreed to reimburse us for certain expenses. See "Underwriting."
The notes will be ready for delivery in book-entry form on or about March 31, 2020, only through the facilities of The Depository Trust Company for the
accounts of its participants, which may include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York.

Goldman Sachs & Co. LLC

The date of this prospectus supplement is March 26, 2020.

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-11
Capitalization
S-12
Description of Notes
S-13
Certain Material U.S. Federal Income Tax Considerations
S-22
Underwriting
S-27
Validity of the Notes
S-32
Experts
S-32
Where You Can Find More Information
S-32

Prospectus

Page
About This Prospectus

1
Where You Can Find More Information

2
Risk Factors

3
Special Note Regarding Forward-Looking Statements

4
NVIDIA Corporation

5
Use of Proceeds

6
Description of Securities

7
Description of Capital Stock

8
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Description of Depositary Shares

12
Description of Debt Securities

15
Description of Warrants

24
Description of Stock Purchase Contracts and Stock Purchase Units

27
Plan of Distribution

28
Legal Matters

30
Experts

30

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering, the notes and matters
relating to us and our financial performance and condition. The second part is the accompanying prospectus dated March 26, 2020, which is part of our
Registration Statement on Form S-3. The accompanying prospectus provides a more general description of the terms and conditions of the various
securities we may offer under our registration statement, some of which do not apply to this offering. If the description of this offering and the notes varies
between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
In various places in this prospectus supplement and the accompanying prospectus, we refer you to sections of other documents for additional
information by indicating the caption heading of the other sections. All cross references in this prospectus supplement are to captions contained in this
prospectus supplement and not in the accompanying prospectus, unless otherwise indicated.
You should carefully read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in their entirety.
They contain information that you should consider when making your investment decision.
We have not, and the underwriter has not, authorized any other person, including any dealer, salesperson or other individual, to provide you with any
information or to make any representations other than those contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission, or the SEC. Neither we nor the underwriter
take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriter
is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this
prospectus supplement, the accompanying prospectus, any free writing prospectus filed by us with the SEC or any document incorporated by reference is
accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the securities to which they relate or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer
or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information contained in
any document incorporated by reference herein or therein is correct as of any time subsequent to the date of such document.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, which are subject to the "safe harbor" created by those sections. Forward-looking statements are based on our
management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "could," "goal," "would," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict,"
"potential" and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and
other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results,
performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other
factors in this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended January 26, 2020 under the heading "Risk Factors."
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Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements as predictions of future events.
Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement.
You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein completely and
with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements
by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the
reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the
future.
In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry
into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely
upon these statements as predictions of future events.

S-iii
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not contain
all of the information that you should consider before making an investment decision. We urge you to read carefully the entire prospectus supplement,
the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus,
including our historical financial statements and notes to those financial statements. Please read "Risk Factors" in this prospectus supplement and in
our Annual Report on Form 10-K for the fiscal year ended January 26, 2020 for more information about important risks that you should consider
before investing in the notes. Except as otherwise indicated, all references in this prospectus supplement to "NVIDIA" "we," "our" and "us" refer
to NVIDIA Corporation and its consolidated subsidiaries.
NVIDIA Corporation
We pioneered accelerated computing to help solve the most challenging computational problems. Starting with a focus on PC graphics, we
extended our focus in recent years to the revolutionary field of artificial intelligence, or AI. Fueled by the sustained demand for exceptional 3D
graphics and the scale of the gaming market, we leveraged our GPU architecture to create platforms for virtual reality, high performance computing,
or HPC, and AI.
The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates
human intelligence, enabling a deeper understanding of the physical world. Its parallel processing capabilities, supported by up to thousands of
computing cores, are essential to running deep learning algorithms. This form of AI, in which software writes itself by learning from data, can serve as
the brain of computers, robots and self-driving cars that can perceive and understand the world. GPU-powered deep learning continues to be adopted
by thousands of enterprises to deliver services and features that would have been impossible with traditional coding.
NVIDIA has a platform strategy, bringing together hardware, system software, programmable algorithms, libraries, systems, and services to
create unique value for the markets we serve. While the requirements of these end markets are diverse, we address them with a unified underlying
architecture leveraging our GPUs and software stacks. The programmable nature of our architecture allows us to support several multi-billion-dollar
end markets with the same underlying technology by using a variety of software stacks developed either internally or by third party developers and
partners. The large and growing number of developers across our platforms strengthens our ecosystem and increases the value of our platform to our
customers.
Innovation is at our core. We invested over $20 billion in research and development since our inception, yielding inventions that are essential to
modern computing. Our invention of the GPU in 1999 defined modern computer graphics and established NVIDIA as the leader in visual computing.
With our introduction of the CUDA programming model in 2006, we opened the parallel processing capabilities of the GPU for general purpose
computing. This approach significantly accelerates the performance of the most demanding applications in HPC in fields such as aerospace,
bio-science research, mechanical and fluid simulations, and energy exploration. Today, our GPUs power many of the fastest supercomputers across
the world. In addition, the massively parallel compute architecture of our GPUs and associated software are well suited for deep learning and machine
learning, powering the era of AI. While traditional CPU-based approaches no longer deliver advances on the pace described by Moore's Law, we
deliver GPU performance improvements on a pace ahead of Moore's Law, giving the industry a path forward.
Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. GPUs also help underpin the world's fastest growing
spectator sport, eSports, which attracts hundreds of millions of viewers to watch top-quality gaming. A rapidly growing genre of Battle Royale games,
such as Fortnite, is also expanding the gaming market.
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S-1
Table of Contents
Researchers use our GPUs to accelerate a wide range of important applications, from simulating molecular dynamics to weather forecasting.
With support for more than over 600 applications--including the top 15 HPC applications--NVIDIA GPUs enable some of the most promising areas
of discovery, from weather prediction to materials science and from wind tunnel simulation to genomics. NVIDIA GPUs power the top two
supercomputers in the world, located at Oak Ridge and Lawrence Livermore National Laboratories in the United States, as well as the top
supercomputers in Europe and Japan. In all, NVIDIA powers 136 of the TOP500 supercomputers.
The world's leading cloud service providers use our GPUs to enable, accelerate or enrich the services they deliver to billions of end-users,
including search, social networking, online shopping, live video, translation, AI assistants, navigation, and cloud computing.
A rapidly growing number of enterprises and startups use our GPUs for deep learning that meets, and in several cases surpasses, human
perception, in fields ranging from radiology to precision agriculture. For example, the transportation industry is turning to our GPUs and AI to enable
autonomous vehicles, or AVs, with several hundred companies and organizations working with NVIDIA's DRIVE platform.
Professional designers use our GPUs to create visual effects in movies and design products ranging from soft drink bottles to commercial
aircraft.
Headquartered in Santa Clara, California, we were incorporated in California in April 1993 and reincorporated in Delaware in April 1998. Our
principal executive offices are located at 2788 San Tomas Expressway, Santa Clara, California 95051, and our telephone number is (408) 486-2000.
We maintain a website at www.nvidia.com. The information on or accessible through our website is not a part of this prospectus supplement or the
accompanying prospectus.

S-2
Table of Contents
The Offering

Issuer
NVIDIA Corporation

Securities Offered
$1,500,000,000 aggregate principal amount of 2.850% notes due 2030.
$1,000,000,000 aggregate principal amount of 3.500% notes due 2040.

$2,000,000,000 aggregate principal amount of 3.500% notes due 2050.

$500,000,000 aggregate principal amount of 3.700% notes due 2060.

Maturity Dates
2030 notes--April 1, 2030.

2040 notes--April 1, 2040.

2050 notes--April 1, 2050.

2060 notes--April 1, 2060.

Interest Rates
2030 notes--2.850% per year.

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2040 notes--3.500% per year.

2050 notes--3.500% per year.

2060 notes--3.700% per year.

Interest Payment Dates
Interest will be paid on the notes semi-annually on April 1 and October 1 of each year,
beginning on October 1, 2020.

Interest on the notes will accrue from March 31, 2020.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $4.97 billion,
after deducting underwriting discounts and estimated offering expenses. We intend to use the
net proceeds from this offering for general corporate purposes, which may include, among
other things, repayment of indebtedness. See "Use of Proceeds."

Sinking Fund
None.

Optional Redemption
We may redeem the notes of each series for cash in whole, at any time, or in part, from time
to time, prior to maturity, at the respective redemption prices described under "Description
of Notes--Optional Redemption."

Change of Control Repurchase Event
Upon the occurrence of both (1) a change of control of us and (2) a downgrade of the notes
below an investment grade rating by each of Moody's Investors Service, Inc. and S&P
Global Ratings within a

S-3
Table of Contents
specified period, unless we have previously exercised our optional redemption right with
respect to a series of notes in whole, we will be required to offer to repurchase each series of

notes at a price equal to 101% of the then outstanding principal amount, plus accrued and
unpaid interest, if any, to, but not including, the date of repurchase. See "Description of
Notes--Change of Control Repurchase Event."

Covenants
We will issue the notes under an indenture with Wells Fargo Bank, National Association, as
trustee. The indenture includes certain covenants, including limitations on our ability to:

· create liens on our assets;

· enter into sale and leaseback transactions; and

· merge or consolidate with another entity.

These covenants are subject to a number of important exceptions, limitations and
qualifications that are described under "Description of Notes--Certain Covenants" in this
prospectus supplement, under "Consolidation, Merger or Sale" in the accompanying
prospectus and in the indenture.

Ranking
The notes will be our unsecured senior obligations and will rank equally with all our existing
and future unsecured and unsubordinated indebtedness from time to time outstanding. The
notes will be structurally subordinated to the liabilities of our subsidiaries and will be
effectively subordinated to any secured indebtedness to the extent of the value of the assets
securing such indebtedness. All existing and future liabilities of our subsidiaries will be
effectively senior to the notes.

The indenture does not limit the amount of debt we may incur.
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Additional Issues
We may create and issue additional notes with the same terms (except for the issue date, the
public offering price, the first interest payment date (under certain circumstances) and the
payment of interest accruing prior to the issue date of such additional notes) as one or more
series of the notes so that such additional notes shall be consolidated and form a single series
with the notes of the corresponding series, provided that if such notes are not fungible with
the notes of the applicable series of the notes offered hereby for U.S. federal income tax
purposes, such additional notes shall have one or more separate CUSIP numbers.

Listing
The notes are new issues of securities with no established trading market. The notes are not,
and are not expected to be, listed on any national securities exchange or included in any
automated dealer quotation system.

Denominations
The notes will be issued in minimum denominations of $2,000 and any integral multiple of
$1,000 in excess thereof.

Trustee
Wells Fargo Bank, National Association.

S-4
Table of Contents
Risk Factors
You should consider carefully all the information set forth and incorporated by reference in
this prospectus supplement and the accompanying prospectus and, in particular, you should
evaluate the specific factors set forth under the heading "Risk Factors" beginning on page
S-6 of this prospectus supplement and in our Annual Report on Form 10-K for the fiscal
year ended January 26, 2020, as well as the other information contained or incorporated
herein by reference, before investing in any of the notes offered hereby.

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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 risk factors set forth below,
including the risks related to the notes, as well as the risk factors related to our business and operations described in Part I, Item 1A of our Annual Report
on Form 10-K for the fiscal year ended January 26, 2020 under the heading "Risk Factors," which are incorporated by reference in this prospectus
supplement and the accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement and the accompanying
prospectus.
Risks Related to the Novel Coronavirus
The recent novel coronavirus (COVID-19) pandemic could materially adversely affect our financial condition and results of operations.
In December 2019, a novel strain of coronavirus, SARS-CoV-2, causing a disease referred to as COVID-19, was reported to have surfaced in
Wuhan, China, resulting in shutdowns of manufacturing and commerce in the months that followed. Since then, COVID-19 has spread to multiple
countries worldwide, including the United States and has resulted in authorities implementing numerous measures to try to contain the disease, such as
travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. Our corporate headquarters, and a portion of our research and development
activities and data center capacity, are located in California, and other critical business operations, including most of our finished goods inventory, and
many of our key suppliers, are located in the Asia Pacific Region. We have development, operations and employees in China, Hong Kong, India and
Taiwan, and the Asia Pacific region represents an important end market for our products. Our customers and suppliers within the Asia Pacific region are
also affected by COVID-19 related restrictions and closures. These measures have impacted, and may further impact, our workforce and operations, the
operations of our customers and our partners, and those of our respective vendors and suppliers (including our subcontractors and third-party contract
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manufacturers).
The manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic
locations, including Taiwan, China, Hong Kong and Korea. Additionally, a significant portion of our finished goods product distribution occurs through
Hong Kong. Each of these countries has been affected by the pandemic and has taken measures to try to contain it. There is considerable uncertainty
regarding the impact of such measures and potential future measures, including restrictions on manufacturing facilities, on our support operations or
workforce, or on our customers, partners, vendors and suppliers. Such measures, as well as restrictions or disruptions of transportation, such as reduced
availability of air transport, port closures and increased border controls or closures, could limit our capacity to meet customer demand and have a material
adverse effect on our financial condition and results of operations.
The spread of COVID-19 has caused us to modify our business practices (including employee travel, mandatory work-from-home policies and
cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities or that
we determine are in the best interests of our employees, customers, partners and suppliers. There is no certainty that such measures will be sufficient to
mitigate the risks posed by the disease, and our ability to perform critical functions could be harmed.
In addition, while the potential impact and duration of the COVID-19 pandemic on the global economy and our business in particular may be
difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may
reduce our ability to access capital or our customers' ability to pay us for past or future purchases, which could negatively affect our liquidity. The
COVID-19 pandemic could also reduce the demand for our products. In addition, a recession or financial market correction resulting from the spread of
COVID-19 could decrease overall technology spending, adversely affecting demand for our products, our business and the value of our common stock.

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The global pandemic of COVID-19 continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The ultimate
impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19
pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame,
will depend on future developments, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the disease or
treat its impact, related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting
from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the
COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition,
though the full extent and duration is uncertain.
Risks Related to the Notes
The notes will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries.
A significant portion of our operations are conducted through our subsidiaries. None of our subsidiaries is a guarantor of the notes. As a result, our
right to receive assets upon the liquidation or recapitalization of any of our subsidiaries, and your consequent right to benefit from our receipt of those
assets, will be subject to the claims of such subsidiary's creditors. Accordingly, the notes are effectively subordinated to all indebtedness and other
liabilities, including trade payables, of our subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims would still
be effectively subordinated to any security interests in or other liens on the assets of any such subsidiary and to any indebtedness or other liabilities of any
such subsidiary senior to our claims.
In addition, we derive a significant portion of our revenues from our subsidiaries. As a result, our cash flow and our ability to service our debt and
other obligations, including the notes, will depend on the results of operations of our subsidiaries and upon the ability of our subsidiaries to provide us with
cash to pay amounts due on our obligations, including the notes. Our subsidiaries are separate and distinct legal entities and have no obligation to make
payments on the notes or to make funds available to us for that purpose. In addition, dividends, loans or other distributions from our subsidiaries to us are
dependent upon results of operations of our subsidiaries, may be subject to contractual and other restrictions, may be subject to tax or other laws limiting
our ability to repatriate funds from foreign subsidiaries and may be subject to other business considerations.
The notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness that we currently have or that we may
incur.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to any secured debt we or our subsidiaries
currently have or may incur to the extent of the value of the assets securing such debt. As of the date of this prospectus supplement, we had no secured
indebtedness outstanding.
In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our secured debt and the secured debt of our subsidiaries
may assert rights against the assets pledged to secure that debt in order to receive full payment of their debt before the assets may be used to pay other
creditors, including the holders of the notes. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and
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unsubordinated creditors, including our trade creditors. If we incur any additional obligations that rank equally with the notes, including trade payables, the
holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation,
reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets
remaining to pay all these creditors, all or a portion of the notes then outstanding would remain unpaid.

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Table of Contents
The indenture governing the notes only provides limited protection against significant corporate events and other actions we may take that could
adversely impact your investment in the notes.
The indenture governing the notes contains only limited protections for holders of the notes. The indenture does not contain financial covenants or
restrictions on debt incurrence by us or our subsidiaries. The indenture also does not limit our or our subsidiaries' ability to issue or repurchase securities,
pay dividends or engage in, or to otherwise be a party to, a variety of corporate transactions. Our ability to use our funds for numerous purposes may limit
the funds available to pay our obligations under the notes. In addition, the covenants in the indenture restricting our ability to create liens on our assets,
enter into sale and leaseback transactions and merge or consolidate with another entity are subject to a number of important exceptions, limitations and
qualifications that are described under "Description of Notes--Certain Covenants" in this prospectus supplement, under "Consolidation, Merger or Sale" in
the accompanying prospectus and in the indenture.
Our debt service obligations, including the notes being offered pursuant to this prospectus supplement and the accompanying prospectus, may
adversely affect our financial condition and cash flows from operations.
We have $2.0 billion aggregate principal amount of senior notes outstanding prior to the issuance of the notes being offered hereby. As each series of
senior notes matures and the notes offered hereby mature, unless earlier redeemed or repurchased, we will have to expend significant resources to either
repay or refinance these notes. If we decide to refinance the notes, we may be required to do so on different or less favorable terms or we may be unable to
refinance the notes at all, both of which may adversely affect our financial condition.
We also have entered into a credit agreement under which we may borrow up to $575.0 million and, subject to obtaining new commitments from
lenders under the credit agreement, may borrow up to an additional $425.0 million under revolving loan commitments. We also have a $575.0 million
commercial paper program. As of January 26, 2020, we had not borrowed any amounts under the credit agreement or issued any commercial paper.
Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could:

·
cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;

·
increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

·
limit our flexibility in planning for, or reacting to, changes in our business and our industry;

·
impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate or other purposes; and

·
due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers, dispose of all or

substantially all of the assets of us and our subsidiaries, taken as a whole, materially change our business or incur subsidiary indebtedness,
subject to customary exceptions.
We are required to comply with the covenants set forth in our indenture and credit agreement. Our ability to comply with these covenants may be
affected by events beyond our control. If we breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject to
applicable cure periods, any outstanding indebtedness may be declared immediately due and payable. In addition, changes by any rating agency to our
credit rating may negatively impact the value and liquidity of our securities. Under certain circumstances, if our credit ratings are downgraded or other
negative action is taken, the interest rate payable by us on any borrowings under our credit agreement could increase. Downgrades in our credit ratings
could also restrict our ability to obtain additional financing in the future and could affect the terms of any such financing.

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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 underwriter has advised us that they currently intend to make a market in each series of the notes.
However, the underwriter is not obligated to do so, and any market-making with respect to the notes may be discontinued, in their sole discretion, at any
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time without notice. Moreover, even if markets for the notes develop, the notes could trade at substantial discounts from their face amounts. If no active
trading markets develop, or if market conditions change, 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, but not limited to, the ratings on our debt securities assigned by rating
agencies, the time remaining until maturity of the notes, 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. In particular, if prevailing interest rates increase, the market price of the notes would be adversely
affected.
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.
Our credit ratings may not reflect all risks of your investments in the notes and may be revised or withdrawn.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our
credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to the structure or
marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and there can be no assurance that such ratings will
remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each
rating agency's judgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that
our ratings are under further review for a downgrade, could affect the market value and liquidity of the notes and possibly increase our corporate
borrowing costs.
Optional redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem these notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective interest rate as
high as that of the notes.
The Change of Control Repurchase Event provision in the notes provides only limited protection against significant events that could negatively
impact the value of your notes.
As described under "Description of Notes--Change of Control Repurchase Event," upon the occurrence of a Change of Control Repurchase Event,
unless we have previously exercised our optional redemption right with respect to a series of notes in whole, we will be required to offer to repurchase
each series of notes at a price equal to 101% of the then outstanding principal amount, plus accrued and unpaid interest, if any, to, but not including, the
date of repurchase. However, the definition of the term "Change of Control Repurchase Event" is limited and does not cover a variety of transactions (such
as certain acquisitions, recapitalizations or "going

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private" transactions) that could negatively impact the value of your notes. For a Change of Control Repurchase Event to occur, there must be both a
Change of Control and a ratings downgrade to below investment grade by each of Moody's Investors Service, Inc. and S&P Global Ratings. As such, if we
enter into a significant corporate transaction that negatively impacts the value of your notes, but which does not constitute a Change of Control Repurchase
Event, you would not have any rights to require us to repurchase the notes prior to their maturity or to otherwise seek any remedies.
You may not be able to determine when a Change of Control has occurred.
As described under "Description of Notes--Change of Control Repurchase Event," the definition of Change of Control, which is a condition
precedent to a Change of Control Repurchase Event, includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all
or substantially all" of our assets and those of our subsidiaries, taken as a whole. There is no precisely established definition of the phrase "substantially all"
under applicable law. Accordingly, your ability to require us to repurchase your notes as a result of a sale, transfer, conveyance or other disposition of less
than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain.
We may not be able to repurchase all of the notes upon a Change of Control Repurchase Event, which may result in a default under the notes and
other indebtedness.
Unless we have previously exercised our optional redemption right with respect to a series of notes in whole, we will be required to offer to
repurchase each series of notes upon the occurrence of a Change of Control Repurchase Event. However, we may not have sufficient funds to repurchase
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