Obligation General Electric Co. 2.125% ( XS1612543394 ) en EUR

General Electric Co.

100 % ▲

Etats-unis

XS1612543394 ( en EUR )

2.125% par an ( paiement annuel )

17/05/2037

Prospectus brochure de l'obligation General Electric XS1612543394 en EUR 2.125%, échéance 17/05/2037

100 000 EUR

2 000 000 000 EUR

369604BU6

N/A

17/05/2026 ( Dans 99 jours )

General Electric est une société multinationale américaine opérant dans divers secteurs industriels, notamment l'énergie, l'aviation, les soins de santé et les technologies financières.

L'Obligation émise par General Electric Co. ( Etats-unis ) , en EUR, avec le code ISIN XS1612543394, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/05/2037

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424B2 1 c88321_424b2.htm

File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 0 9 8 2 1
CALCU LAT I ON OF REGI ST RAT I ON FEE

Propose d
Am ount
M a x im um
M a x im um
Am ount of
T it le of Ea c h Cla ss of
t o be
Offe ring Pric e
Aggre ga t e
Re gist ra t ion
Se c urit ie s t o be Re gist e re d
Re gist e re d
Pe r U nit
Offe ring Pric e
Fe e (1 )(2 )
0.375% Notes due 2022
$1,904,350,000
99.743%
$1,899,455,820.50
$220,714.17
0.875% Notes due 2025
$2,176,400,000
99.006%
$2,154,766,584.00
$252,244,76
1.500% Notes due 2029
$2,448,450,000
99.240%
$2,429,841,780.00
$283,775.36
2.125% Notes due 2037
$2,176,400,000
99.052%
$2,155,767,728.00
$252,244.76

(1)
Pursuant to Rule 457(r), the total registration fee for this offering is $1,008,979.04. 8,000,000,000 aggregate principal amount of the Notes
will be issued. $8,705,600,000 Amount to be Registered is based on the May 10, 2017 /U.S.$ exchange rate of 1/U.S.$1.0882, as
published by the European Central Bank.
(2)
A filing fee of $1,008,979.04 is being paid in connection with this offering.

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 29, 2016)
General Electric Company
1,750,000,000 0.375% Notes due 2022
2,000,000,000 0.875% Notes due 2025
2,250,000,000 1.500% Notes due 2029
2,000,000,000 2.125% Notes due 2037
We are offering 1,750,000,000 of 0.375% Notes due 2022 (the "2022 Notes"), 2,000,000,000 of 0.875% Notes due 2025 (the "2025
Notes"), 2,250,000,000 of 1.500% Notes due 2029 (the "2029 Notes") and 2,000,000,000 of 2.125% Notes due 2037 (the "2037 Notes"). The
2022 Notes, the 2025 Notes, the 2029 Notes, and the 2037 Notes are collectively referred to herein as the "notes."
We will pay interest on the 2022 Notes annually on May 17 of each year beginning on May 17, 2018. We will pay interest on the 2025 Notes
annually on May 17 of each year beginning on May 17, 2018. We will pay interest on the 2029 Notes annually on May 17 of each year beginning
on May 17, 2018. We will pay interest on the 2037 Notes annually on May 17 of each year beginning on May 17, 2018. The 2022 Notes will bear
interest at the rate of 0.375% per annum. The 2025 Notes will bear interest at the rate of 0.875% per annum. The 2029 Notes will bear interest at
the rate of 1.500% per annum. The 2037 Notes will bear interest at the rate of 2.125% per annum. The 2022 Notes will mature on May 17, 2022.
The 2025 Notes will mature on May 17, 2025. The 2029 Notes will mature on May 17, 2029. The 2037 Notes will mature on May 17, 2037.
We may redeem the notes of each series at any time and from time to time prior to April 17, 2022 (in the case of the 2022 Notes), February
17, 2025 (in the case of the 2025 Notes), February 17, 2029 (in the case of the 2029 Notes), and February 17, 2037 (in the case of the 2037 Notes)
as a whole or in part, at our option, at the applicable redemption prices described in this prospectus supplement. We may redeem all or a portion of
the notes of each series at our option at any time on or after April 17, 2022 (in the case of the 2022 Notes), February 17, 2025 (in the case of the
2025 Notes), February 17, 2029 (in the case of the 2029 Notes), and February 17, 2037 (in the case of the 2037 Notes), at a redemption price equal
to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date of
the applicable notes. In addition, we may redeem the notes, in whole but not in part, at any time at our option, at par plus accrued and unpaid
interest and additional amounts to, but not including, the date fixed for redemption, in the event of certain developments affecting United States
taxation. See "Description of Notes--Redemption for Tax Reasons."
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The notes will be unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness. The notes will be issued
only in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof.
See "Risk Factors" on page S-8 for a discussion of certain risks that should be considered in connection with an
investment in the notes.

Price to
Underwriting
Proceeds, Before
Public(1)
Discount
Expenses, to us(1)

Per 2022 Note

99.743%

0.325%

99.418%

2022 Notes total
1,745,502,500
5,687,500
1,739,815,000

Per 2025 Note

99.006%

0.390%

98.616%

2025 Notes total

1,980,120,000
7,800,000
1,972,320,000
Per 2029 Note

99.240%

0.460%

98.780%

2029 Notes total

2,232,900,000
10,350,000
2,222,550,000
Per 2037 Note

99.052%

0.600%

98.452%

2037 Notes total

1,981,040,000
12,000,000
1,969,040,000

Total

7,939,562,500
35,837,500
7,903,725,000

(1)
Plus accrued interest from May 17, 2017, if settlement occurs after that date.
We intend to apply to list the notes on the New York Stock Exchange ("NYSE"). The listing application will be subject to approval by the
NYSE. We currently expect trading in the notes on the NYSE to begin within 30 days after the original issue date. If such a listing is obtained, we
have no obligation to maintain such listing, and we may delist the notes at any time. Currently there is no public market for the notes.
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 in book-entry form only through the facilities of Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme, on or after May 17, 2017, which is the fifth London business day following the date of this prospectus supplement.
Bookrunners

BNP PARIBAS

BofA Merrill Lynch

Citigroup
Deutsche Bank

HSBC
J.P. Morgan
Barclays Goldman Sachs & Co. LLC Morgan Stanley
Co-Managers

Commerzbank

Crédit Agricole CIB

Credit Suisse

ING

Mizuho Securities

MUFG

RBC Capital Markets
SMBC Nikko

UniCredit
Société Générale Corporate & Investment Banking
Standard Chartered Bank

Bank
Wells Fargo Securities

The date of this prospectus supplement is May 10, 2017.

ABOUT THIS 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 February 29, 2016, 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.
We are responsible for the information contained in or incorporated by reference in this prospectus supplement, the
accompanying prospectus and in any related free writing prospectus we prepare or authorize. We have not, and the underwriters have
not, authorized anyone to give you any other information, and neither we nor the underwriters take responsibility for any other
information that others may give you. The notes are offered globally for sale only in those jurisdictions where it is lawful to make
such offers. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale is
not permitted. Persons outside the United States who receive this prospectus supplement and the accompanying prospectus should
inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer to sell or the solicitation of an offer to buy (i) by any person in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
authorized or qualified to make such offer or solicitation or (ii) to any person to whom it is unlawful to make such offer or
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solicitation. See "Underwriting" in this prospectus supplement. You should not assume that the information provided by this
prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this prospectus supplement and in
the accompanying prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Before you invest in the notes, you should carefully read the registration statement described in the accompanying prospectus
(including the exhibits thereto) of which this prospectus supplement and the accompanying prospectus form a part, this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus. The incorporated documents are described in this prospectus supplement under "Where You Can Find
More Information."
Except as otherwise indicated, references in this prospectus supplement to "GE," "we," "us" and "our" refer to General Electric
Company and its subsidiaries.
References in this prospectus supplement and the accompanying prospectus to "$" and "U.S. dollars" are to the currency of the
United States. References to "" and "euro" in this prospectus supplement and the accompanying prospectus are to the currency of
the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the Treaty on European Union. No representation is made that any euro
amounts converted into U.S. dollars as presented in this prospectus supplement could have been or could be converted into U.S.
dollars at any such exchange rate or at all. The financial information presented in this prospectus supplement and the accompanying
prospectus has been prepared in accordance with Generally Accepted Accounting Principles in the United States.
Unless otherwise specified, the euro / U.S. dollar rate of exchange used in this prospectus supplement is 1.00 = $1.0876 which
is the noon buying rate in New York City for cable transfers as announced by the United States Federal Reserve Board for euro on
May 9, 2017.
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL (OR ITS RESPECTIVE AFFILIATES),
AS STABILIZING MANAGER, MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICE OF THE NOTES AT LEVELS WHICH MIGHT NOT OTHERWISE PREVAIL. THIS STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE ANY
STABILIZATION ACTION.
S-i
ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER
(OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.
Notice to Prospective Investors in the European Economic Area
This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the notes
in any Member State of the European Economic Area (the "EEA") that has implemented the Prospectus Directive (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to produce a prospectus for offers of notes. Accordingly, any person making or
intending to make any offer in that Relevant Member State of the notes which are the subject of the offering contemplated by
this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no obligation arises
for us or any of the underwriters to produce a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such
offer. Neither we nor the underwriters have authorized, nor do we or they authorize, the making of any offer of notes in
circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer. "Prospectus
Directive" means Directive 2003/71/EC, as amended, including by Directive 2010/73/EU, and includes any relevant
implementing measure in the Relevant Member State.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and the accompanying prospectus have not been approved for the purposes of section 21 of
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the United Kingdom Financial Services and Markets Act 2000 ("FSMA") by a person authorized under FSMA. This
prospectus supplement and the accompanying prospectus are being distributed and communicated to persons in the United
Kingdom only in circumstances in which section 21(1) of FSMA does not apply to us.
Accordingly, this prospectus supplement and the accompanying prospectus are only being distributed to, and are only
directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus
Directive and that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the
Order, or (iii) other such persons to whom they may otherwise lawfully be communicated under the Order (each such person
being referred to as a "Relevant Person"). This prospectus supplement and the accompanying prospectus and their contents
are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any
other persons in the United Kingdom. Any investment or investment activity to which this prospectus supplement and/or the
accompanying prospectus relate is available only to and will be engaged in only with Relevant Persons. Any person in the
United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and/or the accompanying
prospectus or any of their contents.
The notes are not being offered or sold to any person in the United Kingdom except in circumstances which will not
result in an offer of securities to the public in the United Kingdom within the meaning of Part VI of FSMA.
S-ii

TABLE OF CONTENTS

Page

Prospectus Supplement
Where You Can Find More Information
S-1

Forward-Looking Statements
S-2

Summary of the Offering
S-4

Risk Factors
S-8

S-
Use of Proceeds
11

S-
Exchange Rates
12

S-
Ratio of Earnings to Fixed Charges
12

S-
Description of Notes
13

S-
Material United States Federal Income and Estate Tax Considerations
23

S-
Certain European Union Tax Considerations
27

S-
Underwriting
28

S-
Validity of the Notes
32

S-
Experts
32

Prospectus
About This Prospectus

1

Where You Can Find More Information

1

Forward-Looking Statements

2

The Company

3

Risk Factors

3

Ratio of Earnings to Fixed Charges

4

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

4

Use of Proceeds

4

General Description of Securities that We May Sell

5

Description of Debt Securities

6

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Description of Preferred Stock
18

Description of Common Stock
19

Description of Warrants
20

Description of Delayed Delivery Contracts
21

Description of Guarantees
22

ERISA Matters
23

Plan of Distribution
24

Validity of the Securities
27

Experts
27

S-iii

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC'). Our SEC filings are available to the public from the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference room in Washington, D.C. located 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. Information
about us, including our SEC filings, is also available at our Internet site at http://www.ge.com. However, the information on our
Internet site is not a part of this prospectus supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" in this prospectus supplement and the accompanying prospectus the information
in other documents that we file with it, 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 a part of this prospectus supplement and the accompanying
prospectus, and information in documents that we file later with the SEC will automatically update and supersede information
contained in documents filed earlier with the SEC or contained in this prospectus supplement and the accompanying prospectus. We
incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future
filings that we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until we sell all of the securities that may be offered by this prospectus supplement; 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:

· The Annual Report on Form 10-K for the year ended December 31, 2016 that we filed with the SEC on February 24, 2017;

· The Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 that we filed with the SEC on May 5, 2017;

· The Current Reports on Form 8-K that we filed with the SEC on March 22, 2017 and May 1, 2017; and

· The portions of the Definitive Proxy Statement on Schedule 14A filed on March 8, 2017 for our 2017 annual meeting of
shareowners called for April 26, 2017 incorporated by reference in the Annual Report on Form 10-K for the year ended
December 31, 2016.
You may request a copy of any or all of the documents referred to above which may have been or may be incorporated by
reference into this prospectus supplement and accompanying prospectus (excluding certain exhibits to the documents) at no cost to
you by writing or telephoning us at the following address:
General Electric Company
41 Farnsworth Street
Boston, Massachusetts 02210
Attn: Investor Relations
(617) 443-3000
S-1

FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements"--that is, statements related to future, not past, events. In this context,
forward-looking statements often address our expected future business and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast" or
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"target."
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about our
announced plan to combine our Oil & Gas business with Baker Hughes Incorporated ("Baker Hughes"), including projected revenue
and cost synergies, impact on our earnings per share, and the timing and structure of the proposed transaction; the completion of our
announced plan to reduce the size of our financial services businesses, including expected cash and non-cash charges associated with
this plan and earnings per share of GE Capital Global Holding, LLC's ("GE Capital") retained businesses ("Verticals"); expected
income and Industrial operating profit; earnings per share, including our 2018 target; revenues; organic growth; growth and
productivity associated with our Digital and Additive Businesses; margins; cost structure and plans to reduce costs; restructuring
charges; transaction-related synergies and gains; cash flows, including the impact of working capital, contract assets and pension
funding contributions; return on capital and investment; capital expenditures; capital allocation, including dividends, share repurchases
and acquisitions; or capital structure, including leverage.
For us, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-
looking statements include:

· our ability to reduce costs as we execute our announced plan to reduce the size of our financial services businesses;

· changes in law, economic and financial conditions, including interest and exchange rate volatility, commodity and equity prices
and the value of financial assets;

· the impact of conditions in the financial and credit markets on the availability and cost of GE Capital funding, and GE
Capital's exposure to counterparties;

· pending and future mortgage loan repurchase claims, other litigation claims and the U.S. Department of Justice's investigation
under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and other investigations in connection with
WMC, which may affect our estimates of liability, including possible loss estimates;

· our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do
so;

· our ability to convert Industrial earnings into cash and the amount and timing of our cash flows and earnings and other
conditions which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned
levels;

· GE Capital's ability to pay dividends to GE at the planned level, which may be affected by GE Capital's cash flows and
earnings, claims and investigations relating to WMC and other factors;

· our ability to launch new products in a cost-effective manner;

· our ability to increase margins through restructuring and other cost reduction measures;

· our ability to convert pre-order commitments/wins into orders/bookings;

· the price we realize on orders/bookings since commitments/wins are stated at list prices;

· customer actions or developments such as early aircraft retirements or reduced energy demand, changes in economic conditions,
including oil prices, and other factors that may affect the level of demand and financial performance of the major industries and
customers we serve;

· the impact of regulation and regulatory, investigative and legal proceedings and legal compliance risks, including the impact of
Alstom investigative and legal proceedings;
S-2

· our capital allocation plans, as such plans may change including with respect to the timing and size of share repurchases,
acquisitions, joint ventures, dispositions and other strategic actions;

· our success in completing, including obtaining regulatory approvals and satisfying other closing conditions for, announced
transactions, such as our announced plans and transactions to combine our Oil & Gas business with Baker Hughes, to reduce
the size of our financial services businesses, and to sell our Water and Industrial Solutions businesses;

· our success in integrating acquired businesses and operating joint ventures, including Baker Hughes;

· our ability to realize revenue and cost synergies from announced transactions, acquired businesses and joint ventures, including
Alstom and Baker Hughes;

· the impact of potential information technology or data security breaches; and
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· the other factors that are described in "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2016, as such descriptions may be updated or amended in any future reports we file with the SEC.
These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-
looking statements. We do not undertake to update our forward-looking statements. This document includes certain forward-looking
projected financial information that is based on current estimates and forecasts. Actual results could differ materially.
S-3

SUMMARY OF THE OFFERING
The following is a brief summary of some of the terms 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 of the offering of the notes, you should
carefully read this prospectus supplement and the accompanying prospectus.
About General Electric Company
We are a global digital industrial company, transforming industry with software-defined machines and solutions that are
connected, responsive and predictive. With products and services ranging from aircraft engines, power generation and oil and gas
production equipment to medical imaging, financing and industrial products, we serve customers in approximately 180 countries
and employ approximately 295,000 people worldwide. Since our incorporation in 1892, we have developed or acquired new
technologies and services that have considerably broadened and changed the scope of our activities.
General Electric's address is 1 River Road, Schenectady, NY 12345-6999. We also maintain executive offices at 41
Farnsworth Street, Boston, MA 02210. GE is incorporated in New York.
S-4

The Offering

The issuer
General Electric Company, a New York corporation.
Securities offered
1,750,000,000 0.375% Notes due 2022.

2,000,000,000 0.875% Notes due 2025.

2,250,000,000 1.500% Notes due 2029.

2,000,000,000 2.125% Notes due 2037.
Original issue date
May 17, 2017.
Maturity date
The 2022 Notes will mature on May 17, 2022.

The 2025 Notes will mature on May 17, 2025.

The 2029 Notes will mature on May 17, 2029.

The 2037 Notes will mature on May 17, 2037.
Interest payment dates
Interest on the 2022 Notes will be paid annually on May 17 of each year,
beginning on May 17, 2018.

Interest on the 2025 Notes will be paid annually on May 17 of each year,
beginning on May 17, 2018.

Interest on the 2029 Notes will be paid annually on May 17 of each year,
beginning on May 17, 2018.

Interest on the 2037 Notes will be paid annually on May 17 of each year,
beginning on May 17, 2018.
Interest rate
0.375% per annum, for the 2022 Notes.

0.875% per annum, for the 2025 Notes.

1.500% per annum, for the 2029 Notes.

2.125% per annum, for the 2037 Notes.
Currency of Payments
All payments of interest and principal, including payments made upon any
redemption of the notes, will be made in euros. If the euro is unavailable
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to us due to the imposition of exchange controls or other circumstances
beyond our control or if the euro is no longer being used by the then
member states of the European Monetary Union that have adopted the euro
as their currency or for the settlement of transactions by public institutions
of or within the international banking community, then all payments in
respect of the notes will be made in U.S. dollars until the euro is again
available to us or so used. The amount payable on any date in euros will
be converted into U.S. dollars on the basis of the most recently available
market exchange rate for the euro. Any payments in respect of the notes so
made in U.S. dollars will not constitute an event of default under the terms
of the notes or the indenture.
Additional Amounts
Subject to certain exceptions and limitations set forth herein, we will pay
additional amounts on the notes as may be necessary to ensure that every
net payment by us of the principal of and interest on a note to or on
account of a beneficial owner of a note who is not a United States person
for U.S. federal income tax purposes, after deduction or withholding by us
or any of our paying agents for or on account of any present or future tax,
assessment or other governmental charge imposed upon or as a result of
such payment, by the United States or
S-5

any political subdivision or taxing authority of the United States, will not
be less than the amount that would have been payable if no such deduction
or withholding had been required. See "Description of Notes--Payment of
Additional Amounts."
Redemption of Notes for Tax

Reasons
We may redeem all, but not part, of the notes upon the occurrence of
specified tax events described under "Description of Notes--Redemption
for Tax Reasons."
Redemption
We may redeem the notes of each series at any time prior to April 17,
2022 (in the case of the 2022 Notes), February 17, 2025 (in the case of the
2025 Notes), February 17, 2029 (in the case of the 2029 Notes), and
February 17, 2037 (in the case of the 2037 Notes), as a whole or in part,
at our option, at the applicable redemption prices described under the
heading "Description of Notes--Optional Redemption" in this prospectus
supplement.

Notwithstanding the immediately preceding paragraph, we may redeem all
or a portion of the notes of each series at our option at any time on or
after April 17, 2022 (in the case of the 2022 Notes), February 17, 2025 (in
the case of the 2025 Notes), February 17, 2029 (in the case of the 2029
Notes), and February 17, 2037 (in the case of the 2037 Notes), at a
redemption price equal to 100% of the principal amount of such notes to
be redeemed, plus accrued and unpaid interest, if any, to, but excluding,
the redemption date.
Use of proceeds
We intend to use the net proceeds from the sale of the notes to fund
previously announced acquisitions and/or the repayment of our 5.250%
notes due 2017, of which $4,000,000,000 principal amount is outstanding.
We intend to use the remainder of the proceeds, if any, for general
corporate purposes.
Ranking
The notes will be unsecured obligations of ours and will rank equally with
our other unsecured and unsubordinated indebtedness.
Denominations
The notes will be issued only in minimum denominations of 100,000 and
integral multiples of 1,000 in excess thereof.
Form
The notes will be issued only in registered, book-entry form. One or more
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global notes will be deposited with a common depositary on behalf of
Clearstream Banking, société anonyme ("Clearstream") and Euroclear
Bank S.A./N.V. ("Euroclear") and registered in the name of the common
depositary or its nominee.
Absence of Public Market
The notes are new securities for which there is currently no established
market. Accordingly, we cannot assure you as to the development or
liquidity of any market for the notes. We have been advised by the
underwriters that they presently intend to make a market in the notes after
completion of the offering. However, they are under no
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obligation to do so and may discontinue any market-making activities at
any time without any notice.
Additional Issues
We may from time to time, without notice to or the consent of the holders
of the notes of a series, create and issue additional notes ranking equally
and ratably with such series of notes in all respects, or in all respects
except for the payment of interest accruing prior to the issue date or
except for the first payment of interest following the issue date of those
additional notes. Any such additional notes will have the same terms as to
status, redemption or otherwise as such series of notes.
Governing Law
The notes and the indenture under which they will be issued will be
governed by New York law.
Listing
We intend to apply to list the notes on the NYSE. The listing application
will be subject to approval by the NYSE. We currently expect trading in
the notes on the NYSE to begin within 30 days after the original issue
date. If such a listing is obtained, we have no obligation to maintain such
listing and we may delist the notes at any time.
Trustee, Registrar and Transfer Agent
The Bank of New York Mellon.
Paying Agent
The Bank of New York Mellon, London Branch.
Risk Factors
Investing in the notes involves risks. See "Risk Factors" for more
information.
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RISK FACTORS
Investing in the notes involves risks. You should carefully consider the risks described under "Risk Factors" in Item 1A of our
Annual Report on Form 10-K for the year ended December 31, 2016 (which Risk Factors are incorporated by reference herein), as
such descriptions may be updated or amended in any future reports we file with the SEC, as well as the other information contained
or incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to invest in our
notes. See "Where You Can Find More Information" above.
Holders of the notes will receive payments solely in euros subject to limited exceptions.
All payments of interest on and the principal of the notes and any redemption price for the notes will be made in euros, subject to
certain limited exceptions. We, the underwriters, the trustee and the paying agent with respect to the notes will not be obligated to
convert, or to assist any registered owner or beneficial owner of notes in converting, payments of interest, principal, any redemption
price or any additional amount in euros made with respect to the notes into U.S. dollars or any other currency.
Holders of the notes may be subject to the effects of foreign currency exchange rate fluctuations, as well as possible exchange
controls, relating to the euro.
The initial investors in the notes will be required to pay for the notes in euros. Neither we nor the underwriters will be obligated
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to assist the initial investors in obtaining euros or in converting other currencies into euros to facilitate the payment of the purchase
price for the notes.
An investment in any security denominated in, and all payments with respect to which are to be made in, a currency other than
the currency of the country in which an investor in the notes resides or the currency in which an investor conducts its business or
activities (the "investor's home currency"), entails significant risks not associated with a similar investment in a security denominated
in the investor's home currency. In the case of the notes offered hereby, these risks may include the possibility of:

· significant changes in rates of exchange between the euro and the investor's home currency; and

· the imposition or modification of foreign exchange controls with respect to the euro or the investor's home currency.
We have no control over a number of factors affecting the notes offered hereby and foreign exchange rates, including economic,
financial and political events that are important in determining the existence, magnitude and longevity of these risks and their effects.
Changes in foreign currency exchange rates between two currencies result from the interaction over time of many factors directly or
indirectly affecting economic and political conditions in the countries issuing such currencies, and economic and political
developments globally and in other relevant countries. Foreign currency exchange rates may be affected by, among other factors,
existing and expected rates of inflation, existing and expected interest rate levels, the balance of payments between countries, and the
extent of governmental surpluses or deficits in various countries. All of these factors are, in turn, sensitive to the monetary, fiscal and
trade policies pursued by the governments of various countries important to international trade and finance. Moreover, the recent
global economic crisis and the actions taken or to be taken by various national governments in response to the crisis could
significantly affect the exchange rates between the euro and the investor's home currency.
The exchange rates of an investor's home currency for euros and the fluctuations in those exchange rates that have occurred in
the past are not necessarily indicative of the exchange rates or the fluctuations therein that may occur in the future. Depreciation of
the euro against the investor's home currency would result in a decrease in the investor's home currency equivalent yield on a note, in
the investor's home currency equivalent of the principal payable at the maturity of that note and generally in the investor's home
currency equivalent market value of that note. Appreciation of the euro in relation to the investor's home currency would have the
opposite effects.
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The European Union or one or more of its member states may, in the future, impose exchange controls and modify any exchange
controls imposed, which controls could affect exchange rates, as well as the availability of euros at the time of payment of principal
of, interest on, or any redemption payment or additional amounts with respect to, the notes.
Furthermore, the notes will be governed by New York law. Under New York law, a New York state court rendering a judgment
on the notes would be required to render the judgment in euros. However, the judgment would be converted into U.S. dollars at the
exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the notes, investors would
bear currency exchange risk until a New York state court judgment is entered, which could be a significant amount of time. In courts
outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment
for money in an action based on the notes in many other U.S. federal or state courts ordinarily would be enforced in the United States
only in U.S. dollars. The date used to determine the rate of conversion of euro into U.S. dollars will depend upon various factors,
including which court renders the judgment.
This description of foreign exchange risks does not describe all the risks of an investment in securities, including, in particular,
the notes, that are denominated or payable in a currency other than an investor's home currency. You should consult your own
financial and legal advisors as to the risks involved in an investment in the notes.
The notes permit us to make payments in U.S. dollars if we are unable to obtain euros and market perceptions concerning the
instability of the euro could materially adversely affect the value of the notes.
If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the
euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency
or for the settlement of transactions by public institutions of or within the international banking community, then all payments in
respect of the notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount
payable on any date in euros will be converted into U.S. dollars on the basis of the then most recently available market exchange rate
for euros, as determined by us in our sole discretion. Any payment in respect of the notes so made in U.S. dollars will not constitute
an event of default under the notes or the indenture governing the notes. This exchange rate may be materially less favorable than the
rate in effect at the time the notes were issued or as would be determined by applicable law. Such developments, or market
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