Obligation Marriott Global 0% ( US571900BA65 ) en USD

Marriott Global

100 % ⇌

Etas-Unis

US571900BA65 ( en USD )

08/03/2021 - Obligation échue

Prospectus brochure de l'obligation Marriott International US571900BA65 en USD 0%, échue

2 000 USD

300 000 000 USD

571900BA6

N/A

Marriott International est une entreprise hôtelière multinationale américaine qui possède, gère, concède des licences et franchise des hôtels, des centres de villégiature, des résidences et des programmes de location de vacances sous diverses marques à l'échelle mondiale.

L'obligation Marriott International (ISIN : US571900BA65, CUSIP : 571900BA6), émise aux États-Unis pour un montant total de 300 000 000 USD, avec un prix actuel au marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 2000 USD, une maturité fixée au 08/03/2021 et une fréquence de paiement de 2, est arrivée à échéance et a été remboursée.

424B5
424B5 1 d629359d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223058
CALCULATION OF REGISTRATION FEE

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

Registered

Per Note

Offering Price

Registration Fee
Floating Rate Series BB Notes due 2021

$300,000,000

100%

$300,000,000

$36,360
3.600% Series CC Notes due 2024

$550,000,000

100%

$550,000,000

$66,660
Total

$850,000,000

100%

$850,000,000

$103,020

Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated February 15, 2018)
$850,000,000

Marriott International, Inc.
$300,000,000 Floating Rate Series BB Notes due 2021
$550,000,000 3.600% Series CC Notes due 2024

The Floating Rate Series BB Notes due 2021 (the "Series BB Notes") will bear interest at a floating rate equal to LIBOR (as defined in "Description of the
Notes") plus 0.65% per annum. The 3.600% Series CC Notes due 2024 (the "Series CC Notes" and, together with the Series BB Notes, the "notes," and each a
separate "series" of notes) will bear interest at the rate of 3.600% per annum. The Series BB Notes will mature on March 8, 2021, and the Series CC Notes will mature
on April 15, 2024. We will pay interest on the Series BB Notes quarterly in arrears on March 8, June 8, September 8 and December 8 of each year, beginning on June
8, 2019. We will pay interest on the Series CC Notes on April 15 and October 15 of each year, beginning on October 15, 2019. Except in the case of a change in
control repurchase event, as described herein, we may not redeem the Series BB Notes prior to maturity. We may redeem some or all of the Series CC 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, in the case of the
Series CC Notes, we have exercised our option to redeem such 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 of each series 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 Series
Series BB
Per Series
Series CC

BB Note
Total
CC Note
Total

Notes Total
Public offering price (1)
100.000% $ 300,000,000 99.516% $ 547,338,000 $ 847,338,000
Underwriting discount

0.350% $
1,050,000
0.600% $
3,300,000 $
4,350,000
Proceeds, before expenses, to
Marriott International, Inc.
99.650% $ 298,950,000 98.916% $ 544,038,000 $ 842,988,000

(1) Plus accrued interest from March 8, 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.
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 March 8, 2019.
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5

Joint Book-Running Managers

Wells Fargo Securities

Goldman Sachs & Co. LLC
BofA Merrill Lynch
Deutsche Bank Securities

J.P. Morgan

Senior Co-Managers

Citigroup

Scotiabank

US Bancorp
Fifth Third Securities

HSBC

SunTrust Robinson Humphrey

Co-Managers

The Williams Capital Group, L.P.

Barclays

BNY Mellon Capital Markets, LLC
Capital One Securities

MUFG

PNC Capital Markets LLC
COMMERZBANK

Santander

TD Securities
Loop Capital Markets

ANZ Securities
The date of this prospectus supplement is March 6, 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-6
Description of the Notes
S-7
Material United States Federal Income Tax Consequences
S-26
Underwriting
S-32
Legal Matters
S-38
Experts
S-38
Where You Can Find More Information
S-39
Incorporation by Reference
S-39
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.

S-i
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
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 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 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 6,906 properties worldwide, with 1,317,368 rooms as of December 31, 2018. 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:

https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
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
$850,000,000 aggregate principal amount of notes consisting of:

$300,000,000 aggregate principal amount of Floating Rate Series BB Notes due 2021.

$550,000,000 aggregate principal amount of 3.600% Series CC Notes due 2024.

Maturity
The Series BB Notes will mature on March 8, 2021.

The Series CC Notes will mature on April 15, 2024.

Interest
The Series BB Notes will bear interest at a floating rate equal to LIBOR (as defined in
"Description of the Notes") plus 0.65% per annum.

The Series CC Notes will bear interest at a rate of 3.600% per annum.

Interest payment dates
Interest on the Series BB Notes will accrue from March 8, 2019 and will be payable quarterly
in arrears on March 8, June 8, September 8 and December 8 of each year, beginning on June
8, 2019.

Interest on the Series CC Notes will accrue from March 8, 2019 and will be payable semi-

annually on April 15 and October 15 of each year, beginning on October 15, 2019.

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 December 31, 2018, our subsidiaries collectively
had outstanding long term-debt of $341 million, which represents approximately 4.0% of our
total consolidated long-term debt before issuance of the notes.

Optional redemption
Except in the case of a change in control repurchase event, as described below, we may not
redeem the Series BB Notes prior to maturity.
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5

We may redeem the Series CC Notes in whole or in part from time to time, at our option,
prior to March 15, 2024 (one month prior to the maturity date of the Series CC Notes), 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 Series CC
Notes being redeemed to, but not including, the redemption date.

S-2
Table of Contents
We may redeem the Series CC Notes in whole or in part from time to time, at our option, on
or after March 15, 2024 (one month prior to the maturity date of the Series CC Notes), at a

redemption price equal to 100% of the principal amount of the notes being redeemed, plus
any accrued and unpaid interest on the Series CC 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 of a series 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 such series of 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."

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 a series of 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 and calculation agent
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 $841
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 Annual Report on Form
10-K for the fiscal year ended December 31, 2018, before investing in the notes offered by this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
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 any series of the notes. We have been advised by the underwriters for this offering that they presently intend to
make a market in the notes of each series 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 any series of 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 any series of 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.
Upon the occurrence of specific kinds of change of control events accompanied by a below investment grade rating event with respect to a series of
notes, we will be required to offer to purchase all of the notes of such series at a price equal to 101% of their principal amount, plus accrued and unpaid
interest, if any, to the date of purchase, unless, in the case of the Series CC Notes, we had previously exercised our right to redeem the Series CC 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 of a series as required under the terms of the notes would result in a default with
respect to such series, which could have material adverse consequences for us and the holders of the applicable notes. See "Description of the Notes--
Change of Control."
The amount of interest payable on the Series BB Notes is set only once per interest period based on three-month LIBOR on the interest determination
date, which rate may fluctuate substantially.
In the past, the level of three-month LIBOR has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of
three-month LIBOR are not necessarily indicative of future levels.

S-4
Table of Contents
Any historical upward or downward trend in three-month LIBOR is not an indication that three-month LIBOR is more or less likely to increase or
decrease at any time during an interest rate period for the Series BB Notes, and you should not take the historical levels of three-month LIBOR as an
indication of its future performance. You should further note that although the actual three-month LIBOR on an interest payment date or at other times
during an interest period may be higher than three-month LIBOR on the applicable interest determination date, an investor in the Series BB Notes will not
benefit from three-month LIBOR at any time other than on the interest determination date for such interest period. As a result, changes in three-month
LIBOR may not result in a comparable change in the market value of the Series BB Notes.
Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out of LIBOR after 2021 may adversely
affect the value of the Series BB Notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the
banks that contribute to the Intercontinental Exchange Benchmark Administration (the "ICE") in connection with the calculation of daily LIBOR may have
been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number of contributor banks have entered into settlements with
their regulators and law enforcement agencies with respect to this alleged manipulation of LIBOR. Actions by the ICE, regulators or law enforcement
agencies may result in changes to the manner in which LIBOR is determined or the establishment of alternative reference rates. For example, on July 27,
2017, the U.K. Financial Conduct Authority (the "FCA") announced that it will no longer persuade or compel banks to submit rates for the calculation of
the LIBOR rates after 2021 (the "FCA Announcement"). The FCA Announcement indicates that the continuation of LIBOR on the current basis is not
guaranteed after 2021. Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve
Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce
three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions
secured by U.S. Treasury Securities. On December 12, 2017, following consideration of public comments, the Federal Reserve Board concluded that the
public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the "Federal Reserve
Board Notice"). The Federal Reserve Bank of New York began publication of these alternative rates on April 3, 2018.
At this time, it is not possible to predict the effect of the FCA Announcement, the Federal Reserve Board Notice or other regulatory changes or
announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United
States or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading
market for LIBOR-based securities, including the Series BB Notes. In addition, any changes announced by the ICE, the FCA, including the FCA
Announcement, other regulators or any other successor governance or oversight body, or future changes adopted by such body, in the method pursuant to
which the LIBOR rates are determined may result in a sudden or prolonged increase or decrease in the reported LIBOR rates. If that were to occur, the level
of interest payments and the value of the Series BB Notes may be affected. Further, uncertainty as to the extent and manner of future changes may
adversely affect the current trading market for LIBOR-based securities and the value of the Series BB Notes.
Pursuant to the terms of the Series BB Notes, if LIBOR were to be permanently discontinued, or the reference to LIBOR becomes illegal, or most
other debt obligations similar to the Series BB Notes have converted away from LIBOR to a new reference rate, an alternative reference rate will be used
that is consistent with accepted market practice at the time, as described in "Description of the Notes," which could result in an interest rate that is different
from what would have otherwise been calculated using LIBOR and could materially affect the value of the Series BB Notes. Any such change in the
calculation of the interest rate on the Series BB Notes may result in U.S. federal income tax or other tax consequences to holders or beneficial owners of
the Series BB Notes.

S-5
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 $841 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-6
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
Each series of notes is a separate series of debt securities. The notes will be our general unsecured and senior obligations and will initially be limited
to $850,000,000 aggregate principal amount. The Series BB Notes and the Series CC Notes are initially being offered in the respective principal amounts
of $300,000,000 and $550,000,000. The Series BB Notes will mature on March 8, 2021. The Series CC Notes will mature on April 15, 2024. The notes
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
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 a series of 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 Series BB Notes
The Series BB Notes will bear interest from the date of original issuance or from the most recent interest payment date to which interest has been
paid or provided for at a rate per annum equal to the initial interest rate and thereafter at an interest rate that will be reset as described below, in each case
equal to LIBOR (as defined below) plus 0.65% per annum, provided that such interest rate shall not be less than zero.
We will pay interest on the Series BB Notes quarterly in arrears on March 8, June 8, September 8 and December 8 of each year (each as may be
adjusted as provided below), beginning on June 8, 2019, 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 February 22, May 25, August 25 or November 24 (whether or not a business day), as the case may be. These dates are
the "Regular Record Dates" for the Series BB Notes.

S-7
Table of Contents
If an interest payment date for the Series BB Notes, other than the stated maturity date or any redemption date, falls on a day that is not a business
day, the interest payment date shall be postponed to the next succeeding business day (as so adjusted and interest shall accrue for the additional days)
unless such next succeeding business day would be in the following month, in which case, the interest payment date shall be the immediately preceding
business day. If the stated maturity date or any repurchase date for the Series BB 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 calculation agent will determine the initial interest rate for the Series BB Notes by reference to LIBOR on the second London banking day
preceding the original issue date and the interest rate for each succeeding interest period by reference to LIBOR on the second London banking day
preceding the first day of the applicable interest period, each of which we refer to as an "interest determination date."
The calculation agent for the Series BB Notes will be The Bank of New York Mellon, which we refer to as the "calculation agent." Upon the request
of the holder of any Series BB Note, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become
effective on the first day of the next interest period.
"London banking day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
The interest rate for the Series BB Notes will be based on the London interbank offered rate, which we refer to as "LIBOR," and will be determined
by the calculation agent as follows:
(i) As of an interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three
months, in amounts of at least $1,000,000, as such rate appears on Bloomberg L.P.'s page "BBAM" (or any successor page) at approximately 11:00 a.m.,
London time, on such interest determination date. If on an interest determination date, such rate does not appear on Bloomberg L.P.'s page "BBAM" (or
any successor page) as of 11:00 a.m., London time, or if Bloomberg L.P.'s page "BBAM" (or any successor page) is not available on such date, the
calculation agent will obtain such rate from the "Reuters Page LIBOR01."
(ii) If no rate appears on Bloomberg L.P.'s page "BBAM" (or any successor page) or "Reuters Page LIBOR01" or if any such page or service shall
cease to be available, then the calculation agent will request the principal London offices of each of four major reference banks (which may include any
underwriters, agents or their affiliates) in the London interbank market, as selected by us, to provide the calculation agent with its offered quotation for
deposits in U.S. dollars for a period of three months in amounts of at least $1,000,000, commencing on the first day of the related interest period, to prime
banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date and in a principal amount that is
representative of a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, LIBOR determined on that interest
determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, LIBOR will be determined for the related
interest period as the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York time, on that interest determination date, by three major
banks (which may include any underwriters, agents or their affiliates) in New York, New York, as selected by us, for loans in U.S. dollars to leading
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
European banks having an index maturity of three months commencing on the first date of the relevant interest period, and in a principal amount of at least
$1,000,000 that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so selected by us are not quoting as set forth
above, LIBOR for that interest determination date will remain LIBOR for the immediately preceding interest period, or, if there was no preceding interest
period, the rate of interest payable will be the initial interest rate.
(iii) Notwithstanding clause (ii) above, if we determine that three-month LIBOR has been permanently discontinued, or the reference to three-month
LIBOR becomes illegal, or most other debt obligations similar to

S-8
Table of Contents
the Series BB Notes have converted away from three-month LIBOR to a new reference rate, the calculation agent will use, as directed by us, as a substitute
for three-month LIBOR and for each future interest determination date, the alternative reference rate (the "Alternative Rate") selected by the central bank,
reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with accepted market
practice. As part of such substitution, the calculation agent will, as directed by us, make such adjustments ("Adjustments") to the Alternative Rate and the
spread thereon to account for the basis between three-month LIBOR and the Alternative Rate, as well as the business day convention, interest
determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such Alternative
Rate for debt obligations such as the Series BB Notes. If we determine that there is no clear market consensus as to whether any rate has replaced three-
month LIBOR in customary market usage, we may appoint in our sole discretion an independent financial advisor (the "IFA") to determine an appropriate
Alternative Rate, and any Adjustments and the decision of the IFA will be binding on us, the calculation agent, the Trustee and the holders of the Series BB
Notes. If, however, we determine that three-month LIBOR has been discontinued, but for any reason an Alternative Rate has not been determined, three-
month LIBOR will be equal to such rate on the interest determination date when three-month LIBOR was last available on Bloomberg L.P.'s page
"BBAM" (or any successor page), as determined by the calculation agent.
Interest on the Series BB Notes will be computed on the basis of the actual number of days in an interest period and a 360-day year. All percentages
used in or resulting from any calculation of the rate of interest on a Series BB Note will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in or resulting from these calculations will be rounded to the
nearest cent (with one-half cent rounded upward).
The interest rate on the Series BB Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified
by United States law of general application.
Interest on the Series CC Notes
The Series CC Notes will bear interest at a rate of 3.600% per annum. Interest on the Series CC Notes will accrue from March 8, 2019 and will be
payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2019, 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 April 1 or October 1 (whether or not a business day), as the case may be.
These dates are the "Regular Record Dates" for the Series CC Notes.
If any interest payment date, stated maturity date or redemption or repurchase date for the Series CC 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
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. Additionally, the Trustee will serve as calculation agent for the Series BB Notes.
Redemption at Our Option
Except in the case of a change in control repurchase event, as described below, we may not redeem the Series BB Notes prior to maturity.

S-9
Table of Contents
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

424B5
We may redeem the Series CC Notes in whole or in part from time to time, at our option, prior to March 15, 2024 (one month prior to the maturity
date of the Series CC Notes) (the "Series CC Par Call Date"), at a redemption price equal to the greater of:

· 100% of the principal amount of the Series CC 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 Series CC 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 Series CC Notes to be redeemed (through to the Series CC Par Call Date) at the Treasury Rate
plus 20 basis points.
We may redeem the Series CC Notes in whole or in part from time to time, at our option, on or after the Series CC Par Call Date, at a redemption
price equal to 100% of the principal amount of the Series CC Notes being redeemed.
In the case of any such redemption of the Series CC 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 (assuming that the Series CC Notes matured on the Series CC Par Call Date) (the "Remaining Life") of the Series CC
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 Series CC 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) Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC or an affiliate or successor thereof,
unless any of 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, and (b) any other Primary Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
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.

S-10
Table of Contents
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 Series
CC Notes to be redeemed.
If we choose to redeem less than all of the Series CC Notes, we will notify the Trustee at least 5 business days prior to giving notice of redemption
of such series of notes, or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of such series of notes to be redeemed
and their redemption date. The notes of such series 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 Series CC Notes or
portions of the Series CC Notes called for redemption.
https://www.sec.gov/Archives/edgar/data/1048286/000119312519067267/d629359d424b5.htm[3/8/2019 8:23:38 AM]

Document Outline

#1">
- #1">