Bond Marriott Global 2.125% ( US571903BC60 ) in USD

Marriott Global

100 % ▲

United States

US571903BC60 ( in USD )

2.125% per year ( payment 2 times a year)

02/10/2022 - Bond has expired

Prospectus brochure of the bond Marriott International US571903BC60 in USD 2.125%, expired

2 000 USD

550 000 000 USD

571903BC6

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

Marriott International is a multinational hospitality company that operates and franchises a broad portfolio of hotels and related lodging properties under various brands, including Marriott Hotels, Ritz-Carlton, Sheraton, Westin, and many others, offering diverse accommodation and services globally.

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BC60, pays a coupon of 2.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/10/2022

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BC60, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Marriott Global ( United States ) , in USD, with the ISIN code US571903BC60, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223058
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 Note

Offering Price

Registration Fee
2.125% Series DD Notes due 2022

$550,000,000

100%

$550,000,000

$71,390

Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated February 15, 2018)
$550,000,000

Marriott International, Inc.
2.125% Series DD Notes due 2022

The 2.125% Series DD Notes due 2022 (the "notes") will bear interest at the rate of 2.125% per annum. The notes will mature on October 3, 2022.
We will pay interest on the notes on April 3 and October 3 of each year, beginning on April 3, 2020. We may redeem some or all of the notes prior to
maturity at the redemption prices described in this prospectus supplement. If a change of control repurchase event as described herein occurs, unless we
have exercised our option to redeem the notes, we will be required to offer to purchase the notes at the price described in this prospectus supplement, plus
accrued and unpaid interest, if any, to the date of purchase.

The notes will be our unsecured obligations and rank equally with all of our other unsecured senior indebtedness. The notes will be issued only in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page S-4 of this
prospectus supplement.

Per Note

Total

Public offering price (1)

99.792%
$548,856,000
Underwriting discount

0.400%
$
2,200,000
Proceeds, before expenses, to
Marriott International, Inc.

99.392%
$546,656,000

(1)
Plus accrued interest from October 3, 2019, if settlement occurs after that date.
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.
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The notes will be ready for delivery in book-entry form only through The Depository Trust Company for the accounts of its direct and indirect
participants (including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.) on or about October 3, 2019.
Joint Book-Running Managers

J.P. Morgan

US Bancorp
BofA Merrill Lynch
Citigroup
Deutsche Bank Securities

Fifth Third Securities
Goldman Sachs & Co. LLC

Scotiabank

Wells Fargo Securities

Senior Co-Managers

HSBC

ICBC Standard Bank

SunTrust Robinson Humphrey

Co-Managers

The Williams Capital
BNY Mellon Capital
Loop Capital Markets
Capital One Securities
PNC Capital Markets LLC
Group, L.P.

Markets, LLC

TD Securities

UniCredit Capital Markets
Santander
Standard Chartered Bank
ANZ Securities
The date of this prospectus supplement is October 1, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Summary
S-1
Risk Factors
S-4
Use of Proceeds
S-5
Description of the Notes
S-6
Material United States Federal Income Tax Consequences
S-23
Underwriting
S-29
Legal Matters
S-35
Experts
S-35
Where You Can Find More Information
S-36
Prospectus

Where You Can Find More Information
1
Incorporation by Reference
1
Use of Proceeds
2
Description of Securities
2
Selling Security Holders
2
Validity of Securities
2
Experts
2
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or
any free writing prospectus provided, authorized or used by us. 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. We are not, and the underwriters are
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 appearing
in this prospectus supplement, the accompanying prospectus and the documents 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.
As used in this prospectus supplement and the accompanying prospectus, unless the context requires otherwise, "we," "us," the "Company" or
"Marriott" means Marriott International, Inc. and its predecessors and consolidated subsidiaries.

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S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering and
certain other matters relating to us. The second part, the accompanying prospectus, gives more general information about securities we may offer from
time to time, some of which does not apply to the notes we are offering by this prospectus supplement. You should read this entire prospectus supplement,
as well as the accompanying prospectus, and the documents incorporated by reference. See "Where You Can Find More Information."
To the extent any inconsistency or conflict exists between the information included in this prospectus supplement and the information included in the
accompanying prospectus, the information included or incorporated by reference in this prospectus supplement updates and supersedes the information in
the accompanying prospectus. This prospectus supplement incorporates by reference important business and financial information about us that is not
included in or delivered with this prospectus supplement.
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include information
about our possible or assumed future results of operations in "Management's Discussion and Analysis of Financial Condition and Results of Operations"
under the headings "Business and Overview" and "Liquidity and Capital Resources" included in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, and other statements preceded by, followed by,
or that include the words "believes," "expects," "anticipates," "intends," "plans," "estimates," or similar expressions.
Any number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking statements,
including the risks and uncertainties described starting on page S-4 of this prospectus supplement and other factors we describe from time to time in our
periodic filings with the U.S. Securities and Exchange Commission (the "SEC") (which we incorporate by reference in this prospectus supplement and in
the accompanying prospectus). We therefore caution you not to rely unduly on any forward-looking statement. The forward-looking statements in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference speak only as of the date of the document in which the
forward-looking statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether due to new information,
future developments, or otherwise.

S-ii
Table of Contents
SUMMARY
The following summary highlights selected information from this prospectus supplement and may not contain all of the information that is
important to you. This prospectus supplement includes the basic terms of the notes we are offering, as well as information regarding our business and
financial data. We encourage you to read this prospectus supplement and the accompanying prospectus in their entirety as well as the information
incorporated by reference.
The Company
Marriott International, Inc. is one of the world's leading lodging companies. We are a worldwide operator, franchisor, and licensor of hotel,
residential, and timeshare properties under numerous brand names at different price and service points.
We operate, franchise or license 7,100 properties worldwide, with 1,345,906 rooms as of June 30, 2019. We believe that our portfolio of brands,
shown in the following table, is the largest and most compelling range of brands and properties of any lodging company in the world. Consistent with
our focus on management, franchising, and licensing, we own very few of our lodging properties. Our principal brands are listed in the following
table:

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Our principal executive offices are located at 10400 Fernwood Road, Bethesda, Maryland 20817. Our telephone number is (301) 380-3000.

S-1
Table of Contents
The Offering
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
"Description of the Notes."

Issuer
Marriott International, Inc.

Notes offered
$550,000,000 aggregate principal amount of 2.125% Series DD Notes due 2022.

Maturity
The notes will mature on October 3, 2022.

Interest
The notes will bear interest at a rate of 2.125% per annum.

Interest payment dates
Interest on the notes will accrue from October 3, 2019 and will be payable semiannually on
April 3 and October 3 of each year, beginning on April 3, 2020.

Ranking
The notes will be our unsecured senior obligations and will rank equally with all of our
existing and future unsecured and unsubordinated indebtedness. The notes will be
structurally subordinated in right of payment to all existing and future indebtedness and other
liabilities of each of our subsidiaries. As of June 30, 2019, our subsidiaries collectively had
outstanding long term-debt of $323 million, which represents approximately 3.2% of our
total consolidated long-term debt before issuance of the notes.

Optional redemption
We may redeem the notes in whole or in part at any time, at our option, at a redemption
price described under the heading "Description of the Notes--Redemption at Our Option" in
this prospectus supplement, plus any accrued and unpaid interest on the notes being
redeemed to, but not including, the redemption date.

Purchase of notes upon a change of control repurchase
If we experience a change of control (defined herein) and the notes are rated below
event
investment grade (defined herein) by S&P Global Ratings ("S&P") and Moody's Investors
Service, Inc. ("Moody's") (or the equivalent under any successor rating categories of S&P's
or Moody's, respectively), we will offer to repurchase all of the notes at a price equal to
101% of the principal amount plus accrued and unpaid interest to the repurchase date. See
"Description of the Notes--Change of Control."

S-2
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Table of Contents
Covenants
We will agree to certain restrictions on liens, sale and leaseback transactions, mergers,
consolidations and transfers of substantially all of our assets. These covenants are subject to
important qualifications and exceptions. See "Description of the Notes--Certain Covenants."

Further issuances of notes
We will issue the notes under an Indenture, dated as of November 16, 1998, between us and
The Bank of New York Mellon, as trustee (the "Indenture"). We may, without the consent of
the existing holders of the notes, issue additional notes of the same series having the same
terms so that such existing notes and additional notes form a single series under the
Indenture.

Governing law
The notes and the Indenture will be governed by New York law.

Trustee
The Bank of New York Mellon.

Use of proceeds
We estimate that the net proceeds from this offering of notes, after deducting the
underwriting discount and estimated expenses of this offering, will be approximately $545
million. We intend to use these net proceeds for general corporate purposes, which may
include working capital, capital expenditures, acquisitions, stock repurchases or repayment of
outstanding commercial paper or other borrowings.

S-3
Table of Contents
RISK FACTORS
You should consider carefully the following risks and all of the information set forth or incorporated by reference in this prospectus supplement and
the accompanying prospectus, including the risks and uncertainties described under the heading "Risk Factors" included in our Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2019, before investing in the notes offered by this prospectus supplement.
Risks Relating to the Notes
We depend on cash flow of our subsidiaries to make payments on our securities.
Marriott International, Inc. is in part a holding company. Our subsidiaries conduct a significant percentage of our consolidated operations and own a
significant percentage of our consolidated assets. Consequently, our cash flow and our ability to meet our debt service obligations depend in large part
upon the cash flow of our subsidiaries and the payment of funds by the subsidiaries to us in the form of loans, dividends or otherwise. Our subsidiaries are
not obligated to make funds available to us for payment of our debt securities or preferred stock dividends or otherwise. In addition, their ability to make
any payments will depend on their earnings, the terms of their indebtedness, business and tax considerations and legal restrictions. The notes effectively
rank junior to all liabilities of our subsidiaries. In the event of a bankruptcy, liquidation or dissolution of a subsidiary and following payment of its
liabilities, the subsidiary may not have sufficient assets remaining to make payments to us as a shareholder or otherwise. The Indenture does not limit the
amount of unsecured debt which our subsidiaries may incur. In addition, we and our subsidiaries may incur secured debt and enter into sale and leaseback
transactions, subject to certain limitations. See "Description of the Notes--Certain Covenants."
A liquid trading market for the notes may not develop.
There may be no trading market for the notes. We have been advised by the underwriters for this offering that they presently intend to make a market
in the notes after the consummation of the offering contemplated by this prospectus supplement, although they are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. The liquidity of any market for the notes will depend upon the number of holders
of those notes, our performance, the market for similar securities, the interest of securities dealers in making a market in those notes and other factors. A
liquid trading market may not develop for the notes. As a result, the market price of the notes could be adversely affected.
We may not be able to repurchase the notes upon a change of control repurchase event.
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Upon the occurrence of specific kinds of change of control events accompanied by a below investment grade rating event with respect to the notes,
we will be required to offer to purchase all of the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the
date of purchase, unless we had previously exercised our right to redeem the notes. If we experience such a change of control and rating downgrade, we
cannot assure you that we would have sufficient financial resources available to satisfy our obligations to repurchase such notes. Our failure to purchase
the notes as required under the terms of the notes would result in a default, which could have material adverse consequences for us and the holders of the
applicable notes. See "Description of the Notes--Change of Control."

S-4
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering of notes, after deducting the underwriting discount and estimated expenses of this offering, will
be approximately $545 million.
We intend to use the net proceeds from the sale of the notes in this offering for general corporate purposes, which may include working capital,
capital expenditures, acquisitions, stock repurchases or repayment of outstanding commercial paper or other borrowings.

S-5
Table of Contents
DESCRIPTION OF THE NOTES
General
The notes are governed by a document called the "Indenture." The Indenture is a contract between us and The Bank of New York Mellon, as
successor to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank, which acts as trustee (the "Trustee"). The Indenture and its
associated documents contain the full legal text of the matters described in this section. The Indenture and the notes are governed by New York law. A
copy of the Indenture has been filed with the SEC. See "Where You Can Find More Information" for information on how to obtain a copy.
Because this section is a summary, it does not describe every aspect of the notes. This summary is subject to and qualified in its entirety by reference
to all the provisions of the Indenture, including definitions of certain terms used in the Indenture. For example, in this section we use capitalized words to
signify defined terms that have been given special meaning in the Indenture. We describe in this prospectus supplement the meaning of some terms defined
in the Indenture. You should refer to the Indenture for the meanings of all of the defined terms. We also include references in parentheses to certain
sections of the Indenture. Whenever we refer to particular sections or defined terms of the Indenture in this prospectus supplement, such sections or defined
terms are incorporated by reference here.
Terms
The notes will be our general unsecured and senior obligations and will initially be limited to $550,000,000 aggregate principal amount. The notes
will mature on October 3, 2022. The notes will rank equally with all of our other unsecured and unsubordinated debt. We will issue the notes under the
Indenture. We may, without the consent of the existing holders of the notes, issue additional notes of the same series having the same terms (other than the
issue date, public offering price and, if applicable, the initial interest payment date) so that such existing notes and additional notes form a single series
under the Indenture.
Marriott International, Inc. is a legal entity separate and distinct from its subsidiaries. Our subsidiaries are not obligated to make required payments
on the notes. Accordingly, Marriott's rights and the rights of holders of the notes to participate in any distribution of the assets or income from any
subsidiary is necessarily subject to the prior claims of creditors of the subsidiary. The Indenture does not limit the amount of unsecured debt which our
subsidiaries may incur. In addition, we and our subsidiaries may incur secured debt and enter into sale and leaseback transactions, subject to the limitations
described under "--Certain Covenants."
The notes will not be entitled to the benefit of any sinking fund or other mandatory redemption provisions.
Interest on the Notes
The notes will bear interest at a rate of 2.125% per annum. Interest on the notes will accrue from October 3, 2019 and will be payable semi-annually
on April 3 and October 3 of each year, beginning on April 3, 2020, to the person listed as the holder of the note, or any predecessor note, in the security
register at the close of business on the preceding March 19 or September 18 (whether or not a business day), as the case may be. These dates are the
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"Regular Record Dates" for the notes.
If any interest payment date, stated maturity date or redemption or repurchase date for the notes is not a business day, the payment otherwise required
to be made on such date will be made on the next business day without any additional payment as a result of such delay.
The Trustee
The Trustee under the Indenture has two main roles. First, the Trustee can enforce your rights against us if we default on our obligations under our
debt securities. There are some limitations on the extent to which the

S-6
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Trustee acts on your behalf, described below under "--Default and Related Matters--Remedies If an Event of Default Occurs." Second, the Trustee
performs administrative duties for us, such as sending you interest payments, sending you notices and transferring your debt securities to a new buyer if
you sell.
Redemption at Our Option
We may redeem the notes in whole or in part at any time, at our option, at a redemption price equal to the greater of:

·
100% of the principal amount of the notes to be redeemed, and

·
as determined by the Independent Investment Banker, the sum of the present values of the principal amount of, and remaining scheduled

payments of interest on, the notes to be redeemed (not including any interest accrued as of the redemption date) discounted to the redemption
date on a semiannual basis on the notes to be redeemed at the Treasury Rate plus 12.5 basis points.
In the case of any such redemption of the notes, we will also pay accrued and unpaid interest to, but not including, the redemption date.
The redemption price of any such notes redeemed will be calculated assuming a 360-day year consisting of twelve 30-day months.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month), calculated on the third business day preceding the redemption date, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term (the "Remaining Life") of the notes that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date:

·
the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference

Treasury Dealer Quotations, or

·
if the Independent Investment Banker obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury

Dealer Quotations so received.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of (a) J.P. Morgan Securities LLC or an affiliate or successor thereof, unless the foregoing ceases to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), in which case we shall substitute another Primary Treasury
Dealer, (b) a Primary Treasury Dealer selected by U.S. Bancorp Investments, Inc. and (c) any other Primary Treasury Dealer selected by us.

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"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
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by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding that redemption date.
We will deliver notice of any optional redemption at least 15 days but not more than 45 days before the redemption date to each holder of the notes
to be redeemed.
If we choose to redeem less than all of the notes, we will notify the Trustee at least 5 business days prior to giving notice of redemption of the notes,
or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the notes to be redeemed and their redemption date. The
notes to be redeemed in whole or in part will be selected in a manner that complies with the requirements of the Depositary.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions of the
notes called for redemption.
Change of Control
If a change of control repurchase event occurs as to the notes, unless, we have exercised our right to redeem the notes in whole as described under
"--Redemption at Our Option," we will make an offer to each holder of notes to repurchase all or any part (in excess of $2,000 in integral multiples of
$1,000) of that holder's notes at a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and
unpaid interest on the notes repurchased to the date of purchase. Within 30 days following any change of control repurchase event or, at our option, prior to
any change of control, but after the public announcement of the change of control, we will deliver a notice to each holder of notes, with a copy to the
Trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase notes
on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The
notice shall, if sent prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on the change of control
repurchase event occurring on or prior to the payment date specified in the notice. We will comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control repurchase event. To the
extent that the provisions of any securities laws or regulations conflict with the change of control repurchase event provisions of the notes, we will comply
with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change of control repurchase event
provisions of the notes by virtue of such conflict.
On the change of control repurchase event payment date, we will, to the extent lawful:

·
accept for payment all notes or portions of notes properly tendered pursuant to our offer;

·
deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes properly tendered;

and

·
deliver or cause to be delivered to the Trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal

amount of notes being purchased by us.
The paying agent will promptly pay to each holder of notes properly tendered the purchase price for the notes, and the Trustee will promptly
authenticate and deliver (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any
notes surrendered; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000.

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We will not be required to make an offer to repurchase the notes upon a change of control repurchase event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all notes properly
tendered and not withdrawn under its offer.
"Below investment grade rating event" means the notes are rated below investment grade by both Rating Agencies on any date from the date of the
public notice of an arrangement that could result in a change of control until the end of the 60-day period following public notice of the occurrence of a
change of control (which period shall be extended so long as the rating of such notes is under publicly announced consideration for possible downgrade by
either of the Rating Agencies); provided that a below investment grade rating event otherwise arising by virtue of a particular reduction in rating shall not
be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a below investment grade rating event for purposes
of the definition of change of control repurchase event hereunder) if the Rating Agencies making the reduction in rating to which this definition would
otherwise apply do not announce or publicly confirm or inform us in writing at our request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of
control shall have occurred at the time of the below investment grade rating event).
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"Change of control" means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of
our voting stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction effected to create a holding
company for us will not be deemed to involve a change of control if: (1) pursuant to such transaction we become a direct or indirect wholly owned
subsidiary of such holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that
transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction
no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of
the voting stock of such holding company, measured by voting power rather than number of shares.
"Change of control repurchase event" means the occurrence of both a change of control and a below investment grade rating event.
"Investment grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating categories of Moody's); a rating of
BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent investment grade credit rating from any
replacement Rating Agency or Rating Agencies selected by us.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"Rating Agency" means (1) each of Moody's and S&P; and (2) if either of Moody's or S&P ceases to rate the notes or fails to make a rating of such
notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody's or
S&P, or both, as the case may be.
"S&P" means S&P Global Ratings and its successors.
"Voting stock" of any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of such
person that is at the time entitled to vote generally in the election of the board of directors of such person.

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LEGAL OWNERSHIP
"Street Name" and Other Indirect Holders
Investors who hold the notes in accounts at banks or brokers will generally not be recognized by us as legal holders of the notes. This is called
holding in "Street Name." Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its notes. These
intermediary banks, brokers and other financial institutions pass along principal, interest and other payments, on the notes, either because they agree to do
so in their customer agreements or because they are legally required to. If you hold notes in "Street Name," you should check with your own institution to
find out:

·
how it handles securities payments and notices;

·
whether it imposes fees or charges;

·
how it would handle voting if ever required;

·
whether and how you can instruct it to send you notes registered in your own name so you can be a direct holder as described below; and

·
how it would pursue rights under the notes if there were a default or other event triggering the need for holders to act to protect their

interests.
Direct Holders
Our obligations, as well as the obligations of the Trustee and those of any third parties employed by us or the Trustee, run only to Persons who are
registered as holders of notes. We do not have obligations to you if you hold in "Street Name" or other indirect means, either because you choose to hold
notes in that manner or because the notes are issued in the form of Global Securities as described below. For example, once we make payment to the
registered holder, we have no further responsibility for the payment if that holder is legally required to pass the payment along to you as a "Street Name"
customer but does not do so.
Global Securities
The notes will initially be issued only as a registered note in global form without interest coupons, known as a "Global Security."
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What is a Global Security? A Global Security is a special type of indirectly held Security, as described above under "--`Street Name' and Other
Indirect Holders." The financial institution that acts as the sole direct holder of the Global Security is called the "Depositary." Any person wishing to own a
Global Security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the
Depositary.
Special Investor Considerations for Global Securities. As an indirect holder, an investor's rights relating to a Global Security will be governed by
the account rules of the investor's financial institution and of the Depositary, as well as general laws relating to securities transfers. We and the Trustee do
not recognize this type of investor as a holder of the notes and instead deal only with the Depositary that holds the Global Security.
An investor holding interests in a Global Security should be aware that:

·
the investor cannot get the notes registered in his or her own name;

·
the investor cannot receive physical certificates for his or her interest in the notes;

·
the investor will hold in "Street Name" and must look to his or her own bank or broker for payments on the notes and protection of his or her

legal rights relating to the notes;

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·
the investor may not be able to sell interests in the notes to some insurance companies and other institutions that are required by law to own

their securities in the form of physical certificates;

·
the Depositary's policies will govern payments, transfers, exchange and other matters relating to the investor's interest in the Global

Security;

·
we and the Trustee have no responsibility for any aspect of the Depositary's actions or for its records of ownership interests in the Global

Security and do not supervise the Depositary in any way; and

·
payment for purchases and sales in the market for corporate bonds and notes is generally made in next-day funds. In contrast, the Depositary

will usually require that interests in a Global Security be purchased or sold within its system using same-day funds. This difference could
have some effect on how Global Security interests trade, but we do not know what that effect will be.
Special Situations When Global Security Will Be Terminated. In a few special situations described below, the Global Security will terminate and
interests in it will be exchanged for physical certificates representing the notes. After that exchange, the choice of whether to hold the notes directly or in
"Street Name" will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in the notes transferred to
their own name, so that they will be direct holders. The rights of "Street Name" investors and direct holders in the debt securities have been previously
described in the subsections entitled "--`Street Name' and Other Indirect Holders" and "--Direct Holders."
The special situations for termination of a Global Security are:

·
When the Depositary notifies us that it is unwilling, unable or no longer qualified to continue as Depositary.

·
When an Event of Default on the notes has occurred and has not been cured. We discuss defaults below under "--Default and Related

Matters--Events of Default."
In the remainder of this description "you" means direct holders and not "Street Name" or other indirect holders of debt securities. Indirect
holders should read the previous subsection entitled "--`Street Name' and Other Indirect Holders."
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:

·
additional mechanics relevant to the notes under normal circumstances, such as how you transfer ownership and where we make payments;

·
your rights under several special situations, such as if we merge with another company or, if we want to change a term of the notes;

·
promises we make to you about how we will run our business, or business actions we promise not to take (known as "restrictive covenants");

and

·
your rights if we default or experience other financial difficulties.
ADDITIONAL MECHANICS
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