The information in
this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities nor a solicitation to buy these securities in any jurisdiction where such
offer or sale is not permitted.
Filed pursuant
to Rule 424(b)(5)
Registration No. 333-234311
SUBJECT
TO COMPLETION, DATED SEPTEMBER 14, 2020
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 24, 2019)
$
$ % Notes due 2028
$ %
Notes due 2031
$ %
Notes due 2051
We are offering
$ principal amount of %
Notes due 2028, which we refer to in this prospectus supplement as the “2028 notes,” $ principal
amount of % Notes due 2031, which we refer to in this prospectus supplement as
the “2031 notes,” and $ principal amount of %
Notes due 2051, which we refer to in this prospectus supplement as the “2051 notes.” We collectively refer to all
of the series of notes offered hereby as the “notes.”
The 2028
notes will bear interest at a rate per annum of %, the 2031 notes at a rate per
annum of % and the 2051 notes at a rate per annum of %.
We will pay interest on the notes semi-annually in arrears on and
of each year, beginning on ,
2021. The 2028 notes will mature on ,
2028, the 2031 notes on ,
2031 and the 2051 notes on ,
2051. We may redeem any series of the notes at our option and at any time, either in whole or in part, at the applicable redemption
price described in this prospectus supplement. The notes will be our unsecured obligations and will rank equally with our unsecured
senior indebtedness from time to time outstanding. The notes will be issued in minimum denominations of $2,000 and in integral
multiples of $1,000 in excess thereof.
The notes
will not be listed on any securities exchange or quoted on any automated quotation system. There is currently no public market
for any series of the notes.
Investing
in the notes involves risks. See “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 26, 2020 and the other information included or incorporated
by reference into this prospectus supplement and the accompanying prospectus.
None
of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or disapproved
of the notes or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation
to the contrary is a criminal offense.
|
|
Per 2028
Note
|
|
|
Total
|
|
|
Per 2031
Note
|
|
|
Total
|
|
|
Per 2051
Note
|
|
|
Total
|
|
Public offering price
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
Underwriting discounts
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
Proceeds, before expenses, to
The Coca-Cola Company
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
|
|
|
%
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The public
offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from September ,
2020.
The
underwriters expect to deliver the notes to investors in book-entry form only through The Depository Trust Company for the accounts
of its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on
or about September , 2020.
Joint
Book-Running Managers
|
Barclays
|
BofA
Securities
|
Citigroup
|
J.P.
Morgan
|
Santander
|
The date
of this prospectus supplement is September ,
2020.
TABLE
OF CONTENTS
Prospectus
Supplement
In this
prospectus supplement, except as otherwise indicated or the context otherwise requires, the terms “The Coca-Cola Company,”
“Company,” “we,” “us” and “our” mean The Coca-Cola Company and all entities included
in its consolidated financial statements.
ABOUT
THIS PROSPECTUS SUPPLEMENT
We provide
information to you about this offering in two separate documents. The accompanying prospectus provides general information about
us and securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement describes
the specific details regarding this offering. Generally, when we refer to the “prospectus,” we are referring to both
documents combined. Additional information is incorporated by reference into this prospectus supplement. If information in this
prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
You should
rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanying prospectus
or any related free writing prospectus filed by us with the Securities and Exchange Commission (the “SEC”). We have
not, and the underwriters have not, authorized anyone else to provide you with different or additional 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 and sale is not permitted. You should not assume
that the information in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated
by reference 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.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
supplement and the documents incorporated by reference herein contain statements, estimates or projections that constitute “forward-looking
statements” as defined under U.S. federal securities laws. Generally, the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “project,” “will” and similar
expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words
or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance,
events or developments that we expect or anticipate will occur in the future — including statements relating to volume
growth, share of sales and earnings per share growth, and statements expressing general views about future operating results —
are forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause
The Coca-Cola Company’s actual results to differ materially from its historical experience and our present expectations
or projections. These risks and uncertainties include, but are not limited to, the negative impacts of the novel coronavirus (COVID-19)
pandemic on our business; obesity and other health-related concerns; evolving consumer product and shopping preferences; increased
competition; water scarcity and poor quality; increased demand for food products and decreased agricultural productivity; product
safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and
biotechnology-derived substances, and of other substances present in our beverage products or packaging materials; an inability
to be successful in our innovation activities; an inability to protect our information systems against service interruption, misappropriation
of data or breaches of security; failure to comply with personal data protection and privacy laws; failure to digitize the Coca-Cola
system, changes in the retail landscape or the loss of key retail or foodservice customers; an inability to expand operations
in emerging and developing markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to
maintain good relationships with our bottling partners; a deterioration in our bottling partners’ financial condition; increases
in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in the
United States and throughout the world; an inability to successfully manage the possible negative consequences of our productivity
initiatives; an inability to attract or retain a highly skilled and diverse workforce; increased cost, disruption of supply or
shortage of energy or fuel; increased cost, disruption of supply or shortage of ingredients, other raw materials, packaging materials,
aluminum cans and other containers; increasing concerns about the environmental impact of plastic bottles and other plastic packaging
materials; changes in laws and regulations relating to beverage containers and packaging; significant additional labeling or warning
requirements or limitations on the marketing or sale of our products; unfavorable general economic conditions in the United
States;
unfavorable economic and political conditions in international markets; litigation or legal proceedings; conducting business in
markets with high-risk legal compliance environments; failure by our third-party service providers and business partners to satisfactorily
fulfill their commitments and responsibilities; failure to adequately protect, or disputes relating to, trademarks, formulae and
other intellectual property rights; adverse weather conditions; climate change and legal or regulatory responses thereto; damage
to our brand image, corporate reputation and social license to operate from negative publicity, whether or not warranted, concerning
product safety or quality, workplace and human rights, obesity or other issues; changes in, or failure to comply with, the laws
and regulations applicable to our products or our business operations; changes in accounting standards; an inability to achieve
our overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more
of our counterparty financial institutions; an inability to renew collective bargaining agreements on satisfactory terms, or we
or our bottling partners experience strikes, work stoppages or labor unrest; future impairment charges; multi-employer pension
plan withdrawal liabilities in the future; an inability to successfully integrate and manage our Company-owned or -controlled
bottling operations or other acquired businesses or brands; an inability to successfully manage our refranchising activities; failure to realize a significant portion of the anticipated
benefits of our strategic relationship with Monster Beverage Corporation; global or regional catastrophic events; and other risks
discussed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 26, 2020, which filings are available from the SEC. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
SUMMARY
This
summary highlights selected information contained in, or incorporated by reference into, this prospectus supplement and the accompanying
prospectus and does not contain all of the information that you should consider in making your investment decision. You should
read this summary together with the more detailed information appearing elsewhere in this prospectus supplement, as well as the
information in the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement or the
accompanying prospectus. You should carefully consider, among other things, the matters discussed in the sections titled “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 26, 2020 and the other information included or incorporated by reference into this prospectus supplement
and the accompanying prospectus.
Our
Company
General
The Coca-Cola
Company is the world’s largest nonalcoholic beverage company. We own or license and market more than 500 nonalcoholic beverage
brands, which we group into the following category clusters: sparkling soft drinks; water, enhanced water and sports drinks; juice,
dairy and plant-based beverages; tea and coffee; and energy drinks. We own and market four of the world’s top five nonalcoholic
sparkling soft drink brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks, sold in
the United States since 1886, are now sold in more than 200 countries and territories.
We make
our branded beverage products available to consumers throughout the world through our network of independent bottling partners,
distributors, wholesalers and retailers as well as Company-owned or -controlled bottling and distribution operations — the
world’s largest nonalcoholic beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for
2.0 billion of the approximately 61 billion servings of all beverages consumed worldwide every day.
We believe
our success depends on our ability to connect with consumers by providing them with a wide variety of beverage options to meet
their desires, needs and lifestyles. Our success further depends on the ability of our people to execute effectively, every day.
Our objective
is to execute our growth strategy centered around disciplined portfolio growth; an aligned and engaged bottling system; and winning
with our stakeholders — all supported by revenue growth management and brand-building initiatives — to become more
competitive and to accelerate growth in a manner that creates value for our shareowners.
We were
incorporated in September 1919 under the laws of the State of Delaware and succeeded to the business of a Georgia corporation
with the same name that had been organized in 1892.
Our principal
office is located at One Coca-Cola Plaza, Atlanta, Georgia 30313, and our telephone number at that address is (404) 676-2121.
We maintain a website at www.coca-colacompany.com where general information about us is available. We are not incorporating the
contents of the website into this prospectus supplement or the accompanying prospectus.
Concurrent
Notes Offering and Tender Offers
Euro-Denominated
Notes Offering
On September
14, 2020, we announced an offering of €
aggregate principal amount of certain euro-denominated senior notes pursuant to a separate prospectus supplement (the “Concurrent
Notes Offering”). This offering is not conditioned upon the completion of the Concurrent Notes Offering, and the completion
of the Concurrent Notes Offering is not conditioned upon the completion of this offering. There can be no assurance that we will
complete the Concurrent Notes Offering on the terms described herein or at all.
Information
regarding the Concurrent Notes Offering in this prospectus supplement is neither an offer to sell nor a solicitation of an offer
to buy any euro-denominated senior notes or any other securities to be issued by us.
Tender
Offers
On September
14, 2020, we commenced tender offers (the “Tender Offers”) to purchase for cash any and all of the following indebtedness
of the Company:
|
·
|
€750
million outstanding aggregate principal amount of our Floating Rate Notes due 2021 (the
“floating rate notes”);
|
|
·
|
€500
million outstanding aggregate principal amount of our 0.000% Notes due 2021
(the “0.000% 2021 notes”);
|
|
·
|
$1.32
billion outstanding aggregate principal amount of our 3.300% Notes due 2021
(the “3.300% 2021 notes”);
|
|
·
|
$1
billion outstanding aggregate principal amount of our 1.550% Notes due 2021
(the “1.550% 2021 notes” and, together with the floating rate notes,
the 0.000% 2021 notes and the 3.300% 2021 notes, the “2021 notes”);
|
|
·
|
$500
million outstanding aggregate principal amount of our 2.200% Notes due 2022 (the
“2.200% 2022 notes”);
|
|
·
|
€1
billion outstanding aggregate principal amount of our 0.125% Notes due 2022 (the
“0.125% 2022 notes”);
|
|
·
|
€800
million outstanding aggregate principal amount of our 1.125% Notes due 2022 (the
“1.125% 2022 notes” and, together with the 2.200% 2022 notes and the 0.125%
2022 notes, the “2022 notes”);
|
|
·
|
$500
million outstanding aggregate principal amount of our 4.125% Notes due 2040 (the
“2040 notes”); and
|
|
·
|
$1.25
billion outstanding aggregate principal amount of our 4.200% Notes due 2050 (the
“2050 notes” and, together with the 2021 notes, the 2022 notes and the 2040
notes, the “Tender Offer Notes”).
|
Neither
this offering nor the Concurrent Notes Offering are conditioned upon consummation of the Tender Offers. However, the Tender Offers
are subject to a number of conditions (including financing conditions) that may be waived or changed. If completed, this offering
may satisfy the financing condition for the tenders of the U.S. dollar-denominated Tender Offer Notes, and if completed,
the Concurrent Notes Offering may satisfy the financing condition for the tenders of the euro-denominated Tender Offer
Notes. We are permitted, subject to applicable law, to amend, extend, terminate or withdraw the Tender Offers, and there can be
no assurance that we will consummate the Tender Offers on the terms described herein or at all. This prospectus supplement is
not an offer to purchase or a solicitation of an offer to sell the notes tendered pursuant to the Tender Offers and does not constitute
a redemption notice for any of the Tender Offer Notes.
In
addition, we currently intend to redeem the 2021 and 2022 notes (other than the floating rate notes) that remain
outstanding following the consummation of the Tender Offers (the “2021 and 2022 Notes Redemptions”) in accordance
with the respective “make-whole” redemption provisions of such notes. However, we are not obligated to undertake
the 2021 and 2022 Notes Redemptions, and there can be no assurance that we will redeem any such 2021 or 2022 notes
that remain outstanding after consummation of the Tender Offers or of the timing of, or amount of any such 2021 or
2022 notes subject to, any such redemptions.
We
intend to use the net proceeds from this offering, together with cash on hand, if necessary,
for the purchase of the U.S. dollar-denominated notes tendered pursuant to the Tender
Offers and the payment of related accrued and unpaid interest, premiums,
fees and expenses and the 2021 and 2022 Notes Redemptions, if applicable. We intend
to use the net proceeds from the Concurrent Notes Offering, together with cash on hand,
if necessary, for the purchase of the euro-denominated notes tendered pursuant to the
Tender Offers and the payment of related accrued and unpaid interest, premiums,
fees and expenses and the 2021 and 2022 Notes Redemptions, if applicable. However,
we may reallocate the net proceeds depending on market and other conditions in effect
at the time for general corporate purposes. See “Use of Proceeds.”
Certain
of the underwriters or their affiliates hold the Tender Offer Notes and may receive proceeds from this offering through the purchase
of such notes in connection with the Tender Offers or the 2021 and 2022 Notes Redemptions, if any. Certain of the underwriters
are acting as dealer managers in connection with the Tender Offers, for which they will receive customary fees. See “Underwriting
(Conflicts of Interest)—Conflicts of Interest.”
The
Offering
Issuer
|
The
Coca-Cola Company.
|
Securities
Offered
|
$ principal
amount of % Notes due 2028.
|
|
$ principal
amount of % Notes due 2031.
$ principal
amount of % Notes due 2051.
|
Maturity
Date
|
The
2028 notes: , 2028.
|
|
The
2031 notes: ,
2031.
The 2051 notes: ,
2051.
|
Interest
Rate
|
The
2028 notes: % per annum, payable semi-annually in arrears.
|
|
The
2031 notes: % per annum, payable semi-annually
in arrears.
The 2051 notes: %
per annum, payable semi-annually in arrears.
|
Interest
Payment Dates
|
The
2028 notes, the 2031 notes and the 2051 notes: and of each
year, commencing on , 2021.
|
Optional
Redemption
|
We
may redeem any series of the notes at our option and at any time, either as a whole or in part, at the applicable redemption
price described under “Description of Notes—Optional Redemption.”
|
Ranking
|
The
notes will be our unsecured obligations and will rank equally with our unsecured senior indebtedness from time to time outstanding.
|
Further
Issues
|
We
may, at any time, without notice to or the consent of the holders of the notes, create and issue further notes ranking equally
with any series of the notes in all respects (or in all respects other than the payment of interest accruing prior to the
issue date of such further notes or except for, in some cases, the first payment of interest following the issue date of such
further notes).
|
Book-Entry;
Form and Denominations
|
We
will issue the notes of each series in the form of one or more global notes in definitive, fully registered, book-entry form.
The global notes will be deposited with or on behalf of The Depository Trust Company (“DTC”) and registered in
the name of Cede & Co., as nominee of DTC. The notes will be issued in minimum denominations of $2,000 and in
integral multiples of $1,000 in excess thereof.
|
Use
of Proceeds
|
We
expect to use the net proceeds of the offering, together with cash on hand, if necessary, for the purchase of the U.S. dollar-denominated
notes tendered pursuant to the Tender Offers and the payment of related accrued and unpaid interest, premiums,
fees and expenses and the 2021 and 2022 Notes Redemptions, if applicable. We intend to use the net proceeds from the
Concurrent Notes Offering, together with cash on hand, if necessary, for the purchase of the euro-denominated notes tendered
pursuant to the Tender Offers and the payment of related accrued and unpaid interest, premiums, fees and expenses
and the 2021 and 2022 Notes Redemptions, if applicable. However, we may reallocate the net proceeds depending on market
and other conditions in effect at the time for general corporate purposes. This offering is not conditioned upon the completion
of the Concurrent Notes Offering or the Tender Offers. There can be no assurance that we will complete the Concurrent Notes
Offering or the Tender Offers on the terms described herein or at all. See “Summary—Concurrent Notes Offering
and Tender Offers” and “Use of Proceeds.”
|
Conflicts
of Interest
|
Certain
of the underwriters or their affiliates hold the Tender Offer Notes and may receive
proceeds from this offering through the purchase of such notes in connection with the Tender Offers or the 2021 and 2022 Notes
Redemptions, if any. Certain of the underwriters are acting as dealer managers in connection with the Tender Offers,
for which they will receive customary fees. See “Underwriting (Conflicts of Interest)—Conflicts
of Interest.”
|
Tax
Considerations
|
You
should consult your tax advisor with respect to the U.S. federal income tax considerations of purchasing, owning and disposing
of the notes in light of your own particular situation and with respect to any tax considerations arising under the laws of
any state, local, foreign or other taxing jurisdiction. See “U.S. Federal Income Tax Considerations to Non-U.S. Holders.”
|
Governing
Law
|
The
senior indenture is governed and the notes will be governed by the laws of the State of New York.
|
Trustee
|
Deutsche
Bank Trust Company Americas.
|
Risk
Factors
|
See
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended June 26, 2020 for a discussion of certain relevant factors you should carefully consider
before deciding to invest in the notes.
|
USE
OF PROCEEDS
We estimate
that we will receive net proceeds from this offering of approximately $ after
deducting the underwriting discounts and estimated expenses of the offering payable by us. We estimate that we will receive net
proceeds from the Concurrent Notes Offering of approximately € after
deducting the underwriting discounts and estimated expenses of the offering payable by us.
We expect
to use the net proceeds from this offering, together with cash on hand, if necessary, for the purchase of the U.S. dollar-denominated
notes tendered pursuant to the Tender Offers and the payment of related accrued and unpaid interest, premiums, fees
and expenses and the 2021 and 2022 Notes Redemptions, if applicable. We expect to use the net proceeds from the
Concurrent Notes Offering, together with cash on hand, if necessary, for the purchase of the euro-denominated notes tendered pursuant
to the Tender Offers and the payment of related accrued and unpaid interest, premiums, fees and expenses and the
2021 and 2022 Notes Redemptions, if applicable.
As of the
date of this prospectus supplement, €750 million aggregate principal amount of the floating rate notes, €500
million aggregate principal amount of the 0.000% 2021 notes, $1.32 billion aggregate principal amount of the 3.300% 2021 notes,
$1 billion aggregate principal amount of the 1.550% 2021 notes, $500 million aggregate principal amount of the 2.200% 2022 notes,
€1 billion aggregate principal amount of the 0.125% 2022 notes, €800 million aggregate principal amount of the 1.125%
2022 notes, $500 million aggregate principal amount of the 2040 notes and $1.25 billion aggregate principal amount of the 2050
notes were outstanding. The interest rate for the floating rate notes was 0.000% at September 11, 2020. The floating rate notes
mature on March 8, 2021. The 0.000% 2021 notes bear interest at a rate of 0.000% per annum and
mature on March 9, 2021. The 3.300% 2021 notes bear interest at a rate of 3.300% per annum and mature on September 1, 2021. The
1.550% 2021 notes bear interest at a rate of 1.550% per annum and mature on September 1, 2021. The 2.200% 2022 notes bear interest
at a rate of 2.200% per annum and mature on May 25, 2022. The 0.125% 2022 notes bear interest at a rate of 0.125% per annum and
mature on September 22, 2022. The 1.125% 2022 notes bear interest at a rate of 1.125% per annum and mature on September 22, 2022.
The 2040 notes bear interest at a rate of 4.125% per annum and mature on March 25, 2040. The 2050 notes bear interest at a rate
of 4.200% per annum and mature on March 25, 2050.
While we currently
anticipate that we will use the net proceeds from this offering and the Concurrent Notes Offering as described above, we
may reallocate the net proceeds depending on market and other conditions in effect at the time for general corporate purposes,
which may include working capital, capital expenditures, acquisitions of or investments in businesses or assets and redemption
and repayment of short-term or long-term borrowings. Pending application of the net proceeds, we may temporarily invest
the net proceeds in short-term marketable securities.
Neither this
offering nor the Concurrent Notes Offering are conditioned upon consummation of the Tender Offers. However, the Tender Offers
are subject to a number of conditions (including a financing condition described above) that may be waived or changed. We are
permitted, subject to applicable law, to amend, extend, terminate or withdraw the Tender Offers, and there can be no assurance
that we will consummate the Tender Offers on the terms described herein or at all. This prospectus supplement is not an offer
to purchase or a solicitation of an offer to sell the notes tendered pursuant to the Tender Offers and does not constitute a redemption
notice for any of the Tender Offer Notes. See “Summary—Concurrent Notes Offering and Tender Offers.”
Certain
of the underwriters or their affiliates hold the Tender Offer Notes and may receive proceeds
from this offering through the purchase of such notes in connection with the Tender Offers or the 2021 and 2022 Notes Redemptions,
if any. Certain of the underwriters are acting as dealer managers in connection with the Tender Offers, for which they
will receive customary fees. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”
CAPITALIZATION
The
following table presents our capitalization on a consolidated basis at June 26, 2020 (1) on an actual basis
and (2) as adjusted to give effect to this offering and the Concurrent Notes Offering, but not the intended application
of the estimated net proceeds from this offering or the Concurrent Notes Offering as set forth in “Use of Proceeds.”
You should
read the following information in conjunction with our consolidated financial statements and the notes to those financial statements
and the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in our Quarterly
Report on Form 10-Q for the quarter ended June 26, 2020, which is incorporated by reference into this prospectus supplement.
|
|
At June 26, 2020
|
|
(In millions)
|
|
Actual
|
|
|
As
Adjusted
|
|
Cash, cash equivalents and short-term investments:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents(1)
|
|
$
|
10,037
|
|
|
$
|
|
|
Short-term investments
|
|
|
7,551
|
|
|
|
7,551
|
|
Cash, cash equivalents and short-term investments
|
|
$
|
17,588
|
|
|
$
|
|
|
Debt, including current portion:
|
|
|
|
|
|
|
|
|
Loans and notes payable
|
|
$
|
9,423
|
|
|
$
|
9,423
|
|
Current portion of long-term debt
|
|
|
5,181
|
|
|
|
5,181
|
|
Notes outstanding(1)
|
|
|
37,729
|
|
|
|
37,729
|
|
Notes
offered in the Concurrent Notes Offering
|
|
|
—
|
|
|
|
|
|
Notes
offered hereby
|
|
|
—
|
|
|
|
|
|
Total debt
|
|
$
|
52,333
|
|
|
$
|
|
|
Total debt less cash, cash equivalents and short-term investments
|
|
$
|
34,745
|
|
|
$
|
|
|
Total
equity
|
|
$
|
19,189
|
|
|
$
|
19,196
|
|
Total capitalization
|
|
$
|
71,522
|
|
|
$
|
|
|
(1)
|
As adjusted
cash and cash equivalents gives effect to the receipt by us of estimated cash net proceeds from this offering and the Concurrent
Notes Offering. We expect to use cash on hand, including net proceeds from this offering and from the Concurrent Notes Offering,
to purchase notes tendered and accepted in the Tender Offers (offers to purchase any and all of approximately $4.57 billion of
U.S. Dollar-denominated and €3.05 billion of Euro-denominated Tender Offer Notes) and the payment of related accrued and
unpaid interest, premiums, fees and expenses. This offering is not conditioned on the completion of the Tender Offers. There can
be no assurance that we will complete the Tender Offers on the terms described herein or at all. See “Summary—Concurrent
Notes Offering and Tender Offers.”
|
DESCRIPTION
OF NOTES
The following
summary of the terms of the notes supplements the general description of debt securities contained in the accompanying prospectus.
To the extent the following terms are inconsistent with the general description contained in the accompanying prospectus, the
following terms replace such inconsistent terms. You should read both the accompanying prospectus and this prospectus supplement
in their entirety.
General
The 2028
notes:
|
·
|
will
be in an aggregate initial principal amount of $ ,
subject to our ability to issue additional notes which may be of the same series as the
2028 notes as described under “—Further Issues”;
|
|
·
|
will
bear interest at a rate of % per annum;
|
|
·
|
will
be our senior debt, ranking equally with all our other present and future unsecured and
unsubordinated indebtedness;
|
|
·
|
will
be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess
thereof;
|
|
·
|
will
be repaid at par at maturity;
|
|
·
|
will
be redeemable by us at any time prior to maturity as described below under “—Optional
Redemption”; and
|
|
·
|
will
not be subject to any sinking fund.
|
The 2031
notes:
|
·
|
will
be in an aggregate initial principal amount of $ ,
subject to our ability to issue additional notes which may be of the same series as the
2031 notes as described under “—Further Issues”;
|
|
·
|
will
bear interest at a rate of % per annum;
|
|
·
|
will
be our senior debt, ranking equally with all our other present and future unsecured and
unsubordinated indebtedness;
|
|
·
|
will
be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess
thereof;
|
|
·
|
will
be repaid at par at maturity;
|
|
·
|
will
be redeemable by us at any time prior to maturity as described below under “—Optional
Redemption”; and
|
|
·
|
will
not be subject to any sinking fund.
|
The 2051
notes:
|
·
|
will be in an aggregate initial
principal amount of $ , subject to our ability to issue
additional notes which may be of the same series as the 2051 notes as described under “—Further Issues”;
|
|
·
|
will bear interest at a rate
of % per annum;
|
|
·
|
will be our senior debt,
ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
|
|
·
|
will be issued in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess thereof;
|
|
·
|
will be repaid at par at
maturity;
|
|
·
|
will be redeemable by us
at any time prior to maturity as described below under “—Optional Redemption”; and
|
|
·
|
will not be subject to any
sinking fund.
|
The notes
offered by this prospectus supplement are senior debt securities issued under our senior indenture, dated April 26, 1988,
as amended (the “senior indenture”), with Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company,
as trustee. The senior indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended.
The senior
indenture and the notes do not limit the amount of unsecured indebtedness that may be incurred or the amount of securities that
may be issued by us. We may issue debt securities under the senior indenture in one or more series, each with different terms,
up to the aggregate principal amount which we may authorize from time to time. We also have the right to “re-open”
a previous issue of a series of debt securities by issuing additional debt securities of such series.
Inapplicability
of Defeasance, Lien, Sale and Leaseback Provisions
The defeasance
provisions described in the accompanying prospectus under “Description of Debt Securities—Defeasance of the Indentures
and Securities” and in Section 12.01(b) of the senior indenture will not be applicable to the notes. The lien and sale
and leaseback provisions described in the accompanying prospectus under “Description of Debt Securities—Restrictive
Covenants” and in Sections 5.03 and 5.04 of the senior indenture will not be applicable to the notes.
Interest
on the Notes
Interest
on the notes will accrue from and including ,
2020 or from and including the most recent interest payment date to which interest has been paid or provided for. We will make
interest payments on the notes semi-annually on and
of each year, with the first interest payment being made on ,
2021. We will make interest payments to the person in whose name the notes are registered at the close of business on the
calendar day (whether or not a business day) preceding the respective interest payment date.
If the interest
payment date is not a business day at the relevant place of payment, payment of interest will be made on the next day that is
a business day at such place of payment and no interest will accrue as a result of such delayed payment on amounts payable from
and after such interest payment date to the next succeeding business day. For the purposes of the notes, “business day”
means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or
obligated by law or executive order to close in the City of New York and, for any place of payment outside of the City of New
York, in such place of payment. Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
Optional
Redemption
Meaning
of terms
We may redeem
any series of the notes at our option as described below. See “—Our redemption rights.” The following terms
are relevant to the determination of the redemption prices of the notes:
When we
use the term “Treasury rate,” we mean, with respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the comparable Treasury issue (as defined below). In determining this rate, we assume a price
for the comparable Treasury issue (expressed as a percentage of its principal amount) equal to the comparable Treasury price (as
defined below) for such redemption date.
When we
use the term “comparable Treasury issue,” we mean the United States Treasury security selected by an independent investment
banker (as defined below) as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing a new issue of corporate debt securities
of comparable maturity to the remaining term of such notes.
“independent
investment banker” means each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and a primary Treasury dealer selected by Santander Investment Securities Inc., and their respective successors
as may be appointed from time to time by us; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in the United States, or a “primary Treasury dealer,” we shall substitute therefor another
primary Treasury dealer.
When we
use the term “comparable Treasury price,” we mean, with respect to any redemption date (1), the arithmetic average
of the reference Treasury dealer quotations (as defined below) for such redemption date, after excluding the highest and lowest
of such reference Treasury dealer quotations, or (2) if we obtain fewer than three such reference Treasury dealer quotations,
the arithmetic average of all reference Treasury dealer quotations obtained, or (3) if only one reference Treasury dealer
quotation is obtained, such reference Treasury dealer quotation.
“reference
Treasury dealer quotations” means, with respect to each reference Treasury dealer and any redemption date, the arithmetic
average, as determined by us, of the bid and asked prices for the comparable Treasury issue (expressed in each case as a percentage
of its principal amount) quoted in writing to us by such reference Treasury dealer by 5:00 p.m. on the third business day
preceding such redemption date.
“reference
Treasury dealer” means each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC and a primary Treasury dealer selected by Santander Investment Securities Inc., and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary Treasury dealer, the Company shall substitute therefor
another primary Treasury dealer.
When we
use the term “remaining scheduled payments,” we mean, with respect to any note, the remaining scheduled payments of
the principal thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption;
provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the
next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
Our
redemption rights
We may redeem
any series of the notes at our option and at any time, either as a whole or in part. If we elect to redeem a series of notes,
we will pay a redemption price equal to the greater of:
|
·
|
100%
of the principal amount of the notes to be redeemed, plus accrued and unpaid interest
to, but excluding, the redemption date; and
|
|
·
|
the
sum of the present values of the remaining scheduled payments, plus accrued and unpaid
interest to, but excluding, the redemption date (excluding any portion of such payments
of interest accrued as of the date of redemption).
|
In determining
the present value of the remaining scheduled payments, we will discount such payments to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury rate plus basis
points for the 2028 notes, a discount rate equal to the Treasury rate plus basis
points for the 2031 notes and a discount rate equal to the Treasury rate plus basis
points for the 2051 notes. A partial redemption of notes may be effected by such method as the trustee shall deem fair and appropriate
in accordance with DTC procedures and may provide for the selection for redemption of portions (equal to the minimum authorized
denomination for such notes or any integral multiple of $1,000 in excess thereof) of the principal amount of such notes of a denomination
larger than the minimum authorized denomination for such notes.
The trustee
shall have no responsibility for the calculation of the redemption price.
Notice of
any redemption will be mailed at least 15 days but not more than 30 days before the redemption date to each holder of
notes to be redeemed.
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
thereof called for redemption.
Further
Issues
We may from
time to time, without notice to or the consent of the holders of the notes, create and issue further notes ranking equally with
and having the same terms and conditions as any series of the notes in all respects (other than the issue date, the price to the
public, the payment of interest accruing prior to the issue date of such further notes and, in some cases, the first payment of
interest following the issue date of such further notes). Such further notes may be consolidated and form a single series
with the previously issued notes of that series and have the same terms as to status, redemption or otherwise as the notes of
that series.
Any further
notes that are not fungible for U.S. federal income tax purposes with the originally issued notes will be issued under a separate
CUSIP number.
Governing
Law
New York
law governs the senior indenture and will govern the notes, without regard to its conflicts of law principles that would result
in the application of any law other than New York law.
U.S.
FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS
The following
is a general discussion of U.S. federal income tax considerations of the purchase, ownership and disposition of the notes by an
initial holder of the notes that is a non-U.S. holder (as defined below) that acquires the notes pursuant to this offering at
the initial sale price and holds the notes as capital assets for U.S. federal income tax purposes. This discussion is based upon
the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder (the “Treasury
Regulations”), judicial decisions and current administrative rulings and practice, all as in effect and available at the
date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all aspects
of U.S. federal income taxation that may be applicable to holders in light of their particular circumstances, or to holders subject
to special treatment under U.S. federal income tax law, such as brokers, financial institutions, insurance companies, regulated
investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, cooperatives,
traders in securities or currencies who elect to apply a mark-to-market method of accounting, tax-exempt entities or qualified
retirement plans, entities that are treated as partnerships for U.S. federal income tax purposes, dealers in securities or currencies,
a person that has a functional currency other than the U.S. dollar, a person subject to alternative minimum tax, certain U.S.
expatriates, a person who acquires the notes in connection with employment or other performance of services, persons deemed to
sell the notes under the constructive sale provisions of the Code and persons that hold the notes as part of a straddle, hedge,
conversion transaction or other integrated transaction. Furthermore, this discussion does not address the alternative minimum
tax, the Medicare contribution tax, or any other U.S. federal tax considerations (e.g., estate or gift tax) or any state,
local or foreign tax laws. This discussion is not intended to constitute a complete analysis of all tax considerations of the
purchase, ownership and disposition of the notes. No ruling from the Internal Revenue Service (“IRS”) has been or will
be sought regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would
not sustain, a position contrary to any of those set forth below. Holders are urged to consult their tax advisors regarding the
U.S. federal, state, local and foreign income and other tax considerations to them in their particular circumstances.
For purposes
of this discussion, the term “non-U.S. holder” means a beneficial owner of a note that, for U.S. federal income tax
purposes, is not (i) a citizen or individual resident of the United States; (ii) a corporation or other entity treated
as a corporation that is created or organized under the laws of the United States, any state or the District of Columbia; (iii) an
estate the income of which is subject to U.S. federal income taxation regardless of its source; (iv) a trust if (A) a
court within the United States is able to exercise primary control over its administration and one or more “United States
persons,” within the meaning of Section 7701(a)(30) of the Code (a “U.S. person”), have the authority to
control all substantial decisions of such trust; or (B) the trust has made an election under the applicable Treasury Regulations
to be treated as a U.S. person; or (v) a partnership or other entity treated as a partnership.
If a partnership
(including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) beneficially owns the notes,
the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership.
Partners in a partnership that beneficially owns the notes should consult their tax advisors as to the particular U.S. federal
income tax considerations applicable to them.
EACH PROSPECTIVE
INVESTOR SHOULD CONSULT ITS TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSIDERATIONS TO IT
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES.
Interest
A non-U.S.
holder generally will not be subject to U.S. federal income or withholding tax, subject to the discussions of backup withholding
and the Foreign Account Tax Compliance Act below, on payments of interest on the notes, provided that (i) such interest is
not effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder (or, if certain
tax treaties apply, such interest is not attributable to a permanent establishment of the non-U.S. holder within the United States)
and (ii) the non-U.S. holder (A) does not actually or constructively own 10% or more of the total combined voting power
of all classes of our voting
stock, (B) is not a controlled foreign corporation related to us directly, indirectly or constructively
through stock ownership, (C) is not a bank receiving certain types of interest and (D) satisfies certain certification
requirements. Such certification requirements will be met if (x) the non-U.S. holder provides its name and address, and certifies
on an Internal Revenue Service (“IRS”) Form W-8BEN, in the case of individuals (or appropriate substitute form),
or Form W-8BEN-E, in the case of entities (or appropriate substitute form), under penalties of perjury, that it is not a
U.S. person or (y) a securities clearing organization or certain other financial institutions holding the note on behalf
of the non-U.S. holder certifies on IRS Form W-8IMY (or appropriate substitute form), under penalties of perjury, that the
certification referred to in clause (x) has been received by it and furnishes us or our paying agent with a copy thereof.
In addition, we or our paying agent must not have actual knowledge or reason to know that the beneficial owner of the notes is
a U.S. person.
If interest
on the notes is not effectively connected with the conduct of a trade or business in the United States by a non-U.S. holder (or,
if certain tax treaties apply, such interest is not attributable to a permanent establishment of the non-U.S. holder within the
United States) but such non-U.S. holder cannot satisfy the other requirements outlined in the preceding paragraph, interest on
the notes generally will be subject to U.S. federal withholding tax (currently imposed at a 30% rate or a lower applicable tax
treaty rate).
If interest
on the notes is effectively connected with the conduct of a trade or business within the United States by a non-U.S. holder (or,
if certain tax treaties apply, such non-U.S. holder carries on business through a permanent establishment in the United States
and such interest is attributable to such permanent establishment of the non-U.S. holder within the United States), then the non-U.S.
holder generally will be subject to U.S. federal income tax on such interest on a net income basis and, in the case of a non-U.S.
holder that is a foreign corporation, may also be subject to the branch profits tax (currently imposed at a rate of 30%, or a
lower applicable tax treaty rate). Any such interest will not also be subject to U.S. federal withholding tax, however, if the
non-U.S. holder delivers to us a properly executed IRS Form W-8ECI (or appropriate substitute form) in order to claim an
exemption from U.S. federal withholding tax.
Disposition
of the Notes
A non-U.S.
holder generally will not be subject to U.S. federal income tax (or any withholding thereof) with respect to gain, if any, recognized
on the sale, exchange, retirement at maturity, redemption or other taxable disposition of a note (collectively, a “Disposition”)
unless (i) the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S.
holder (or, if certain tax treaties apply, such non-U.S. holder carries on business through a permanent establishment in the United
States and such gain is attributable to such permanent establishment of the non-U.S. holder within the United States), or (ii) in
the case of a non-U.S. holder that is a nonresident alien individual, such holder is present in the United States for 183 or more
days in the taxable year and certain other conditions are satisfied. If the exception under (i) applies, the non-U.S. holder
generally will be subject to U.S. federal income tax on a net income basis unless an applicable tax treaty provides otherwise,
and if such holder is a corporation, it may be subject to the branch profits tax (currently imposed at a rate of 30% or a lower
applicable tax treaty rate). Accrued and unpaid interest realized on a Disposition will be subject to U.S. federal income tax
to the extent interest would have been subject to U.S. federal income tax as described under “—Interest.” If
the exception under (ii) applies, the non-U.S. holder generally will be subject to tax equal to 30% on the gain realized
except as provided under an applicable tax treaty.
Foreign
Account Tax Compliance Act
Sections 1471
through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to
as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30%
in certain circumstances on interest payable on the notes held by or through certain financial institutions (including investment
funds), unless such institution (y) enters into, and complies with, an agreement with the IRS to report, on an annual basis,
information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons or
by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (z) if
required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information
to its local tax authority, which will exchange such information with the U.S. authorities.
An intergovernmental agreement between
the United States and applicable foreign country may modify these requirements. Accordingly, the entity through which the notes
are held will affect the determination of whether such withholding is required. Similarly, interest payable on the notes held
by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions generally will be subject
to withholding at a rate of 30%, unless such entity either (y) certifies that such entity does not have any “substantial
United States owners” or (z) provides certain information regarding the entity’s “substantial United States
owners,” which we will in turn provide to the United States Department of the Treasury. Prospective investors should consult
their tax advisors regarding the possible implications of these rules on an investment in the notes.
UNDERWRITING
(CONFLICTS OF INTEREST)
Subject
to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives, Barclays
Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities
Inc., have severally agreed to purchase from us the following respective principal amounts of notes listed opposite their name
below at the public offering price less the underwriting discounts set forth on the cover page of this prospectus supplement:
Underwriters
|
|
Principal
Amount
of 2028
Notes
|
|
|
Principal
Amount
of 2031
Notes
|
|
|
Principal
Amount
of 2051
Notes
|
|
Barclays Capital Inc.
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
BofA Securities, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Citigroup Global Markets Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
J.P. Morgan Securities LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
Santander Investment Securities Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The underwriting
agreement provides that the obligations of the several underwriters to purchase the notes offered hereby are subject to certain
conditions precedent and that the underwriters will purchase all of the notes offered by this prospectus supplement if any of
these notes are purchased. The offering of notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’
right to reject any order in whole or in part.
We have
been advised by the representatives of the underwriters that the underwriters propose to offer the notes to the public at the
public offering prices set forth on the cover of this prospectus and may offer the notes to dealers at a price that represents
a concession not in excess of % of the principal amount of the 2028 notes, %
of the principal amount of the 2031 notes and % of the principal amount of the
2051 notes. The underwriters may allow, and these dealers may re-allow, a concession of not more than %
of the principal amount of the 2028 notes, % of the principal amount of the 2031
notes and % of the principal amount of the 2051 notes to other dealers. After
the initial public offering, representatives of the underwriters may change the offering prices and other selling terms.
We estimate
that the total expenses of this offering to us, excluding the underwriting discounts, will be approximately $5.2 million.
We have
agreed to indemnify the several underwriters against some specified types of liabilities, including liabilities under the Securities
Act of 1933, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.
Each of
the 2028 notes, the 2031 notes and the 2051 notes are a new issue of securities with no established trading market. We do not
intend to apply for listing of any series of notes on any securities exchange or for inclusion of any series of notes on any automated
dealer quotation system. The underwriters are under no obligation to make a market in any series of notes and may discontinue
any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for any series
of notes or that an active public market for any series of notes will develop. If an active public trading market for a series
of notes does not develop, the market price and liquidity of that series of notes may be adversely affected. If the notes of any
series are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the
market for similar securities, our operating performance and financial condition, general economic conditions and other factors.
In connection
with the offering, the underwriters may purchase and sell the notes in the open market. These transactions may include short sales,
purchases to cover positions created by short sales and stabilizing transactions.
Short sales
involve the sale by the underwriters of a greater principal amount of notes than they are required to purchase in the offering.
The underwriters may close out any short position by purchasing notes in the open market. A short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market prior
to the completion of the offering.
Stabilizing
transactions consist of various bids for or purchases of the notes made by the underwriters in the open market prior to the completion
of the offering.
The underwriters
also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting
discount received by it because the representatives of the underwriters have repurchased notes sold by or for the account of that
underwriter in stabilizing or short covering transactions.
Purchases
to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market prices
of the notes. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise
affect the market prices of the notes. As a result, the prices of the notes may be higher than the prices that might otherwise
exist in the open market. These transactions may be effected in the over-the-counter market or otherwise.
Conflicts of Interest
Affiliates of Citigroup Global Markets Inc.
are holders of senior notes subject to the Tender Offers and therefore may receive proceeds from this offering through the purchase
of such notes in connection with the Tender Offers or the 2021 and 2022 Notes Redemptions, if any. Because at least 5% of the
net proceeds of this offering, not including underwriting compensation, may be used to purchase senior notes that are tendered
in the Tender Offers or the 2021 and 2022 Notes Redemptions, if any, by affiliates of each of the underwriters, such underwriters
may be considered to have a “conflict of interest” with us in regards to this offering. The distribution arrangements
for this offering comply with the requirements of FINRA Rule 5121, regarding a FINRA member firm’s participation in the
distribution of securities of an affiliate. In accordance with that rule, no “qualified independent underwriter” is
required because the notes offered are investment grade rated, as that term is defined in the rule. In accordance with Rule 5121,
no FINRA member firm that has a conflict of interest under Rule 5121 may make sales in this offering to any discretionary account
without the prior approval of the customer.
The
underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking, financial advisory, investment management, investment research,
principal investment, hedging, financing, corporate trust and brokerage activities. The underwriters and their respective affiliates
have performed commercial banking, investment banking, advisory and other commercial services for us from time to time for which
they have received customary fees and expenses. The underwriters and their respective affiliates may from time to time engage
in transactions with and perform services for us in the ordinary course of their business. In addition, in the ordinary course
of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers. Such investments and securities activities may involve securities
and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates has a lending relationship with us,
certain of these underwriters or their affiliates routinely hedge, and certain other of the underwriters or their affiliates may
hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and
their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default
swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default
swaps or short positions could adversely affect the future trading prices of the notes offered hereby. The underwriters and their
respective affiliates may also make investment recommendations and/or publish or express independent research views in respect
of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions
in such securities and instruments.
Selling
Restrictions
Note
to Canadian Residents
The notes
may be sold only to purchasers purchasing, or deemed to be purchasing, as principal, that are accredited investors, as defined
in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission
or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4)
of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this
offering.
Notice
to Prospective Investors in the European Economic Area and the United Kingdom
The notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area (“EEA”) or the United Kingdom. For these purposes: (a) “retail
investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended,
the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the “Prospectus
Regulation”); and (b) “offer” includes the communication in any form and
by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide
to purchase or subscribe the notes. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors
in the EEA or the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available
to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation. This prospectus supplement
and the accompanying prospectus are not a prospectus for the purposes of the Prospectus Regulation, and any offer of the notes
in any member state of the European Economic Area or the United Kingdom is made pursuant to an exemption under the Prospectus
Regulation.
Notice
to Prospective Investors in the United Kingdom
In the United
Kingdom, this prospectus supplement is being distributed only to, and is directed only at, and any offer subsequently made may
only be directed at persons (i) who have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”) and/or (ii)
who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a)
to (e) of the Order and/or (iii) who are persons to whom an invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”)) in connection with
the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together
being referred to as “relevant persons”). This prospectus supplement must not be acted on or relied on in the
United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to
which this document relates is only available to, and will be engaged in with, relevant persons.
Each underwriter has
represented, warranted and agreed that:
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it
has only communicated and caused to be communicated and will only communicate or cause
to be communicated any invitation or inducement to engage in investment activity within
the meaning of Section 21 of the FSMA received by it in connection with the issue or
sale of any notes included in this offering in circumstances in which Section 21(1) of
the FSMA does not apply to us; and
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it
has complied and will comply with all applicable provisions of the FSMA with respect
to anything done by it in relation to the notes included in this offering in, from or
otherwise involving the United Kingdom.
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Notice
to Prospective Investors in Switzerland
The
notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any
other stock exchange or regulated trading facility in Switzerland. This prospectus supplement has been prepared without regard
to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure
standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange
or regulated trading facility in Switzerland. Neither this prospectus supplement nor any other offering or marketing material
relating to the notes or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither
this prospectus supplement nor any other offering or marketing material relating to the offering, the Company, or the notes have
been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus supplement will not be
filed with, and the offer of notes will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (“FINMA”),
and the offer of the notes has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes
(“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA
does not extend to acquirers of the notes.
Notice
to Prospective Investors in Hong Kong
The notes
may not be offered or sold by means of any document other than (i) to “professional investors” within the meaning
of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (ii) in other circumstances
which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws
of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance, and no advertisement, invitation
or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public
in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended
to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice
to Prospective Investors in Japan
The notes
have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments
and Exchange Law”) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including
any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly,
in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance
with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Notice
to Prospective Investors in Singapore
This
prospectus supplement and the accompanying
prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement
and the accompanying prospectus
and any other document or material in connection with the offer or sale, or invitation for subscription
or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the
SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance
with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions
of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where
the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is
not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the
entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as
defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation
has acquired the notes under Section 275 of the SFA except: (1) to an institutional investor under Section 274
of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an
offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or
will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7)
of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures)
Regulations 2005 of Singapore (“Regulation 32”).
Where the
notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is
not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary
of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall
not be transferable for 6 months after that trust has acquired the notes under Section 275 of the SFA except: (1) to
an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the
SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration
of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for
in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where
the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.
Singapore Securities and Futures
Act Product Classification:
Solely for
the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A of the SFA that the notes are “prescribed capital
markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
Notice
to Prospective Investors in Taiwan
The
notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or
other regulatory authority of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered
within Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the Securities
and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory
Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer or
sell the notes in Taiwan.
LEGAL
OPINIONS
The validity
of the notes offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York, and for the underwriters by Alston & Bird LLP, Atlanta, Georgia. Alston & Bird LLP from time to time serves as our
counsel.
PROSPECTUS
DEBT
SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
We may offer, issue and sell from time
to time, together or separately:
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shares of our common stock;
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shares of our preferred stock;
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warrants to purchase debt
or equity securities;
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In
addition, selling stockholders to be named in a prospectus supplement may offer, from time to time, shares of our common stock.
We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis.
This prospectus describes some of the
general terms that may apply to these securities. The specific terms of any securities to be offered will be described in a supplement
to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should
read this prospectus and the applicable prospectus supplement carefully before you make your investment decision. Our common stock
is listed on the New York Stock Exchange under the trading symbol “KO.” Each prospectus supplement will indicate if
the securities offered thereby will be listed on any securities exchange.
This prospectus may not be used to sell
securities unless accompanied by a prospectus supplement.
You
should carefully read and consider the risk factors incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2018, and any subsequent periodic reports and other information that we file with the Securities
and Exchange Commission before you invest in our securities.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved
of these securities or passed upon the accuracy or adequacy of this prospectus or any related prospectus supplement. Any representation
to the contrary is a criminal offense.
The date
of this prospectus is October 24, 2019.
TABLE OF CONTENTS
We include cross references to captions
elsewhere in this prospectus where you can find related additional information. The following table of contents tells you where
to find these captions.
In this prospectus, except as otherwise
indicated or the context otherwise requires, the terms “The Coca-Cola Company,” “Company,” “we,”
“us” and “our” mean The Coca-Cola Company and all entities included in our consolidated financial statements.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement on Form S-3 that we filed with the SEC using a “shelf” registration process. Under this shelf process,
we may, from time to time, sell:
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debt securities, which may
be senior or subordinated and may be convertible;
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shares of our common stock;
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shares of our preferred stock;
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warrants to purchase debt
or equity securities;
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either separately or in units,
in one or more offerings. This prospectus provides you with a general description of those securities. In addition, selling stockholders
to be named in a prospectus supplement may offer, from time to time, shares of our common stock. Each time we or selling stockholders
sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering,
including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add, update or
change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and
any prospectus supplement, you should rely on the information in the prospectus supplement. You should read this prospectus and
the applicable prospectus supplement together with the additional information described herein under the heading “Where
You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION
You
may obtain from the SEC, through the SEC’s website or at the SEC offices mentioned in the following paragraph, a copy of
the registration statement on Form S-3, including exhibits, that we have filed with the SEC to register the securities offered
under this prospectus. This prospectus is part of the registration statement and does not contain all the information in the registration
statement. You will find additional information about us in the registration statement. Any statement made in this prospectus
concerning a contract or other document of ours is not necessarily complete, and you should read the documents that are filed
as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or
matter. Each such statement is qualified in all respects by reference to the document to which it refers.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at www.sec.gov and on our corporate website at www.coca-colacompany.com.
Information on our website does not constitute part of this prospectus or the accompanying prospectus supplement and is not incorporated
by reference into this prospectus or any accompanying prospectus supplement.
We
“incorporate by reference” into this prospectus documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that
we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency
between information set forth in this prospectus and information that we file later and incorporate by reference into this prospectus,
you should rely on the information contained in the document that was filed later.
We
incorporate by reference into this prospectus the documents listed below and any filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the “Exchange
Act,” after the date of this prospectus and prior to the time that all the securities offered by this prospectus have
been issued as described in this prospectus (other than, in each case, documents or information deemed to have been furnished
and not “filed” in accordance with SEC rules):
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our Current Reports on Form 8-K
filed on February 21, 2019, February 28, 2019, March 8, 2019, April 10, 2019, April 24, 2019, September 9, 2019, and September 20, 2019;
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the descriptions of the common
stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report
filed for the purpose of updating those descriptions.
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You
may request a copy of the registration statement, the above filings and any future filings that are incorporated by reference
into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that
filing, at no cost, by writing or calling us at the following address: Office of the Secretary, The Coca-Cola Company, One Coca-Cola
Plaza, Atlanta, Georgia 30313; telephone: (404) 676-2121.
You
should rely only on the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement
or any free writing prospectus filed by us with the SEC and any information about the terms of securities offered conveyed to
you by us, our underwriters or agents. We have not authorized anyone else to provide you with additional or different information.
These securities are only being offered in jurisdictions where the offer is permitted. You should not assume that the information
contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus is accurate as of any date
other than their respective dates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein may contain statements,
estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities
laws. Generally, the words “believe,” “expect,” “intend,” “estimate,”
“anticipate,” “project,” “will” and similar expressions identify forward-looking
statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and
uncertainties that could cause The Coca-Cola Company’s actual results to differ materially from its historical
experience and our present expectations or projections. These risks include, but are not limited to, obesity concerns;
evolving consumer product and shopping preferences; increased competition; water scarcity and poor quality; increased demand
for food products and decreased agricultural productivity; product safety and quality concerns; perceived negative health
consequences of certain ingredients, such as non-nutritive sweeteners and biotechnology-derived substances, and of other
substances present in our beverage products or packaging materials; an inability to be successful in our innovation
activities; an inability to protect our information systems against service interruption, misappropriation of data or
breaches of security; failure to comply with personal data protection laws; failure to digitize the Coca-Cola system,
changes in the retail landscape or the loss of key retail or foodservice customers; an inability to expand operations in
emerging and developing markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to
maintain good relationships with our bottling partners; a deterioration in our bottling partners’ financial condition;
increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect
taxes in the United States or in one or more other major markets; an inability to realize the economic benefits we anticipate
from our productivity and
reinvestment program, or an inability to successfully manage its possible negative consequences; an
inability to attract or retain a highly skilled workforce; increased cost, disruption of supply or shortage of energy or
fuel; increased cost, disruption of supply or shortage of ingredients, other raw materials, packaging materials, aluminum
cans and other containers; changes in laws and regulations relating to beverage containers and packaging; significant
additional labeling or warning requirements or limitations on the marketing or sale of our products; unfavorable general
economic conditions in the United States; unfavorable economic and political conditions in international markets; litigation
or legal proceedings; conducting business in markets with high-risk legal compliance environments; failure by our third-party
service providers and business partners to satisfactorily fulfill their commitments and responsibilities; failure to
adequately protect, or disputes relating to, trademarks, formulae and other intellectual property rights; adverse
weather conditions; climate change; damage to our brand image and corporate reputation from negative publicity, whether or
not warranted, concerning product safety or quality, human and workplace rights, obesity or other issues; changes in, or
failure to comply with, the laws and regulations applicable to our products or our business operations; changes in accounting
standards; an inability to achieve our overall long-term growth objectives; deterioration of global credit market conditions;
default by or failure of one or more of our counterparty financial institutions; an inability to renew collective bargaining
agreements on satisfactory terms, or we or our bottling partners experience strikes, work stoppages or labor unrest; future
impairment charges; multi-employer plan withdrawal liabilities in the future; an inability to successfully integrate and
manage our Company-owned or -controlled bottling operations; an inability to successfully manage our refranchising
activities; failure to realize a significant portion of the anticipated benefits of our strategic relationship with Monster
Beverage Corporation; global or regional catastrophic events; and other risks discussed in our filings with the SEC,
including our Annual Report on Form 10-K for the year ended December 31, 2018, which filings are available from the
SEC. You should not place undue reliance on forward-looking statements, which speak only at the date they are made. We
undertake no obligation to publicly update or revise any forward-looking statements.
OUR COMPANY
The
Coca-Cola Company is the world’s largest nonalcoholic beverage company. We own or license and market more than 500 nonalcoholic
beverage brands, which we group into the following category clusters: sparkling soft drinks; water, enhanced water and sports
drinks; juice, dairy and plant-based beverages; tea and coffee; and energy drinks. We own and market four of the world’s
top five nonalcoholic sparkling soft drink brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing
our trademarks, sold in the United States since 1886, are now sold in more than 200 countries and territories.
We
make our branded beverage products available to consumers throughout the world through our network of independent bottling partners,
distributors, wholesalers and retailers as well as Company-owned or -controlled bottling and distribution operations—the
world’s largest beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for more than
1.9 billion of the approximately 61 billion servings of all beverages consumed worldwide every day.
We
believe our success depends on our ability to connect with consumers by providing them with a wide variety of beverage options
to meet their desires, needs and lifestyles. Our success further depends on the ability of our people to execute effectively,
every day.
Our objective
is to use our Company’s assets—our brands, financial strength, unrivaled distribution system, global reach, and the
talent and strong commitment of our management and associates—to become more competitive and to accelerate growth in a manner
that creates value for our shareowners.
We
were incorporated in September 1919 under the laws of the State of Delaware and succeeded to the business of a Georgia corporation
with the same name that had been organized in 1892.
Our principal
office is located at One Coca-Cola Plaza, Atlanta, Georgia 30313, and our telephone number at that address is (404) 676-2121.
We maintain a website at www.coca-colacompany.com where general information about us is available. Information on our website
does not constitute part of this prospectus or the accompanying prospectus supplement and is not incorporated by reference into
this prospectus or any accompanying prospectus supplement.
USE OF PROCEEDS
Except
as may be otherwise set forth in the applicable prospectus supplement accompanying this prospectus, the net proceeds from the
sale of the securities by us will be used for general corporate purposes, including:
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acquisitions of or investments
in businesses or assets;
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redemption and repayment
of short-term or long-term borrowings; and
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purchases of our common stock.
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Pending
application of the net proceeds, we may temporarily invest the net proceeds in short-term marketable securities.
We will
not receive any proceeds from the sale of securities by selling stockholders.
DESCRIPTION OF DEBT SECURITIES
This
section describes the general terms and provisions of the debt securities. The applicable prospectus supplement will describe
the specific terms of the debt securities offered by that prospectus supplement and any general terms outlined in this section
that will not apply to those debt securities.
Any
debt securities will be either our senior unsecured obligations issued in one or more series, which we refer to as the “senior
debt securities,” or our subordinated unsecured obligations issued in one or more series, which we refer to as the “subordinated
debt securities.” We will issue the senior debt securities under an amended and restated indenture between us and Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, dated as of April 26, 1988, as amended, which
we refer to as the “senior indenture.” We will issue the subordinated debt securities under an indenture to be entered
into between us and Deutsche Bank Trust Company Americas, as trustee, which we refer to as the “subordinated indenture.”
We refer to the senior indenture and the subordinated indenture, collectively, as the “indentures.” As used in this
prospectus, “debt securities” means the debentures, notes, bonds and other evidences of indebtedness that we issue
and the trustee authenticates and delivers under the indentures. The indentures and all debt securities issued under the indentures
will be governed by and construed in accordance with the laws of the State of New York. Additionally, the indentures are subject
to the provisions of the Trust Indenture Act of 1939, as amended.
We
have summarized selected terms and provisions of the indentures in this section. We have also incorporated by reference the indentures
as exhibits to the registration statement of which this prospectus forms a part. You should read the indentures for additional
information before you buy any debt securities. See “Where You Can Find More Information” for information on how to
obtain copies of the indentures. The summary that follows includes references to section numbers of the indentures (as supplemented
by the first supplemental indenture to the senior indenture, dated as of February 24, 1992, and the second supplemental indenture
to the senior indenture, dated as of November 1, 2007, in some instances) so that you can more easily locate these provisions.
Unless otherwise indicated, section references are the same for the senior indenture and the subordinated indenture. Capitalized
terms used but not defined in this summary have the meanings specified in the indentures.
General
The
senior debt securities will rank equally and ratably with our other unsecured and unsubordinated obligations. The subordinated
debt securities will be subordinated in right of payment to the prior payment in full of our senior debt, including any senior
debt securities, as described below under “Subordinated Indenture Provisions—Subordination.” The debt securities
will rank junior to all of our currently existing and future secured debt.
We
are not limited as to the amount of debt securities that we can issue under the indentures. We may issue debt securities under
the indentures in one or more series, each with different terms, up to the aggregate principal amount which we may authorize from
time to time. We also have the right to “reopen” a previous issue of a series of debt securities by issuing additional
debt securities of such series. (Section 3.01).
A
prospectus supplement relating to a series of debt securities being offered will include specific terms relating to that offering.
In addition to stating whether the securities will be senior or subordinated, these terms will include some or all of the following:
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the title and type of the
debt securities;
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the total principal amount
of debt securities of that series that are authorized and outstanding as of the most recent date;
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any limit on the total principal
amount of the debt securities;
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the price at which the debt
securities will be issued;
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the date or dates on which
the principal of and premium, if any, on the debt securities will be payable;
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the maturity date of the
debt securities;
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the minimum denominations
in which the debt securities will be issued;
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if the debt securities will
bear interest;
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the interest rate on the
debt securities or the method of calculating the interest rate;
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the date from which interest
will accrue;
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the record and interest payment
dates for the debt securities;
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the first interest payment
date;
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the place or places at which
the principal or premium, if any, and interest, if any, on the debt securities will be paid;
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any optional redemption provisions
that would permit us or the holders of the debt securities to elect redemption of the debt securities prior to their final maturity;
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any sinking fund or mandatory
redemption or retirement provisions that would obligate us to redeem the debt securities prior to their final maturity;
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the currency or currencies
in which the debt securities will be denominated and payable, if other than U.S. dollars;
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any provisions that would
permit us or the holders of the debt securities to elect the currency or currencies in which the debt securities are paid;
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the portion of the principal
amount of the debt securities that will be payable upon declaration or acceleration of maturity of the debt securities (if other
than the principal amount of the debt securities);
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whether the provisions described
under the heading “Defeasance of the Indentures and Securities” below apply to the debt securities;
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whether the provisions of
some or all of the covenants described under the heading “Restrictive Covenants” below apply to the debt securities;
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any changes to or additional
Events of Default (as defined under the heading “Event of Default” below) or covenants;
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whether the debt securities
will be issued in whole or in part in the form of global securities and, if so, the depositary for those global securities;
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any special tax implications
of the debt securities;
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for the subordinated debt
securities, whether the specific subordination provisions applicable to the subordinated debt securities are other than as set
forth in the subordinated indenture;
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whether the debt securities
are convertible or exchangeable into our common stock or other equity securities and the terms and conditions upon which such
conversion or exchange shall be effected; and
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any other terms of the debt
securities.
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If
the purchase price of any debt securities is denominated in a foreign currency or composite currency, or if the principal of or
any premium or interest on any debt securities is payable in a foreign currency or composite
currency, we will include the restrictions,
elections, tax consequences, specific terms and other information with respect to the debt securities and the applicable foreign
currency or composite currency in the applicable prospectus supplement.
We
may issue debt securities as Original Issue Discount Securities (as defined below) to be offered and sold at a substantial discount
from their principal amount and typically bearing no interest or interest at a rate which at the time of issuance is below market
rates. An “Original Issue Discount Security” is any debt security which provides for an amount less than its principal
amount to be due and payable upon a declaration of acceleration of its maturity. (Section 1.01). We will describe the federal
income tax, accounting and other considerations relevant to any such Original Issue Discount Securities in the applicable prospectus
supplement.
The
particular terms of a series of debt securities will be set forth in an officers’ certificate or supplemental indenture,
and described in the applicable prospectus supplement. We urge you to read the applicable indenture as supplemented by any officers’
certificate or supplemental indenture that is applicable to you because that indenture, as supplemented, and not this section,
defines your rights as a holder of the debt securities.
Restrictive
Covenants
The
indentures contain certain restrictive covenants that apply, or may apply, to us and all of our Restricted Subsidiaries (as defined
below). The covenants described below under “Restrictions on Liens” and “Restrictions on Sale and Leaseback
Transactions” will not apply to a series of debt securities unless we specifically so provide in the applicable prospectus
supplement. These covenants do not apply to any of our Subsidiaries that are not designated as Restricted Subsidiaries.
You
should carefully read the applicable prospectus supplement for the particular provisions of the series of debt securities being
offered, including any additional restrictive covenants or Events of Default that may be included in the terms of such debt securities.
Restrictions
on Liens. If the applicable prospectus supplement states that the covenant set forth in Section 5.03
of the indentures will be applicable to a series of debt securities, then we will be subject to a covenant providing that we will
not, nor will we permit any Restricted Subsidiary (as defined below) to, create, incur, issue, assume or guarantee any debt for
money borrowed (as used in this “Restrictive Covenants” section, “Debt”) if such Debt is secured by a
mortgage, pledge, lien, security interest or other encumbrance upon any Principal Property (as defined below) or on any shares
of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now
owned or acquired in the future), without, in any such case, effectively providing that the debt securities and, at our option,
any of our other indebtedness or guarantees or any indebtedness or guarantees of a Restricted Subsidiary ranking equally with
the debt securities, will be secured equally and ratably with (or, at our option, prior to) such Debt. The foregoing restrictions
do not apply to:
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(1)
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mortgages on property, shares
of stock or indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary;
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(2)
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mortgages on property existing
at the time of acquisition of such property and, in some instances, certain purchase money mortgages;
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(3)
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mortgages securing Debt owing
by any Restricted Subsidiary to us or another Restricted Subsidiary;
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(4)
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mortgages on property of
a corporation existing at the time such corporation is merged into or consolidated with us or a Restricted Subsidiary or at the
time of a sale, lease or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety
to us or a Restricted Subsidiary;
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(5)
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mortgages in favor of any
country or any political subdivision of any country, or any instrumentality thereof, to secure payments pursuant to any contract
or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost
of construction of the property subject to such mortgages; or
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(6)
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any extension, renewal or
replacement (or successive extensions, renewals or replacements), in whole or in part, of any mortgage referenced in clauses (1)
through (5) above, inclusive, or any mortgage existing at the respective date of the applicable indenture, provided that
the principal amount of Debt secured at the time of such extension may not be increased, and the collateral which secures the
same cannot be expanded.
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Notwithstanding
these exceptions, we and one or more Restricted Subsidiaries may, without securing the debt securities, create, incur, issue,
assume or guarantee secured Debt which would otherwise be subject to the foregoing restrictions, provided that if, after giving
effect to such Debt, the aggregate of such secured Debt then outstanding (not including secured Debt permitted under the foregoing
exceptions) at such time does not exceed 10% of our consolidated shareowners’ equity as of the end of the preceding fiscal
year. (Section 5.03).
Restrictions
on Sale and Leaseback Transactions. If the applicable prospectus supplement states that the covenant
set forth in Section 5.04 of the indentures will be applicable to a series of debt securities, then we will be subject to
the covenant providing that we will not, and we will not permit any Restricted Subsidiary to, enter into any lease, other than
intercompany leases, longer than three years covering any Principal Property that is sold to any other person in connection with
such lease unless:
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(1)
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we or such Restricted Subsidiary
would be entitled, pursuant to “Restrictions on Liens” described above, to incur Debt secured by a mortgage on the
Principal Property involved in an amount at least equal to the Attributable Debt (as defined below) without equally and ratably
securing the debt securities provided that such Attributable Debt shall then be deemed to be Debt subject to the provisions of
such restriction on liens;
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(2)
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since the respective date
of the applicable indenture and within a period commencing twelve months prior to the consummation of the sale and leaseback transaction
and ending twelve months after the consummation of such transaction, we or such Restricted Subsidiary has expended, or will expend,
for the Principal Property an amount equal to (a) the net proceeds of such sale and leaseback transaction, and we elect to
designate all of such amount as a credit against such transaction or (b) a part of the net proceeds of such sale and leaseback
transaction, and we elect to designate such amount as a credit against such transaction and apply an amount equal to the remainder
of the net proceeds as provided in clause (3) below; or
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(3)
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an amount equal to such Attributable
Debt (less any amount elected under clause (2) above) is applied within 90 days of such lease to the retirement of Debt,
other than intercompany Debt, which by its terms matures at, or is prepayable or extendible or renewable at the sole option of
the obligor without requiring the consent of the obligee to, a date more than twelve months after the date of the creation of
such Debt. (Section 5.04).
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Consolidation,
Merger and Sale
The
indentures generally provide that we may consolidate with or merge into any other corporation, or transfer or lease our properties
and assets as an entirety or substantially as an entirety to any other corporation, if the corporation formed by or resulting
from any such consolidation, into which we are merged or which shall have acquired or leased such properties and assets, shall,
pursuant to a supplemental indenture, assume payment of the principal of (and premium, if any) and interest, if any, on the debt
securities and the performance and observance of the covenants of the indentures. (Section 11.01).
If
upon (1) any consolidation or merger of us, or of us and any Subsidiary, with or into any other corporation or corporations,
or upon the merger of another corporation into us, or (2) successive consolidations or mergers to which we or our successors
shall be a party or parties, or (3) upon any sale or conveyance of our property, or the property of us and any Subsidiary,
as an entirety or substantially as an entirety, any Principal Property or any shares of stock or Debt of any Restricted Subsidiary
would then become subject to any mortgage, we will cause the debt securities, and at our option any other indebtedness of or guarantees
by us or such Restricted Subsidiary ranking equally with the debt securities, to be secured equally and ratably with (or, at our
option, prior to) any Debt secured thereby, unless such Debt could have been incurred without us being required to secure the
debt securities equally or ratably with (or prior to) such Debt pursuant to “Restrictions on Liens” described above.
(Section 11.01).
Certain
Definitions
As
used in the indentures and this prospectus, the following definitions apply:
“Attributable
Debt” means, in respect of a sale and leaseback transaction, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease involved in such sale and leaseback transaction, as determined in good
faith by us) of the obligation of the lessee thereunder for rental payments (excluding, however, any amounts required to be paid
by such lessee, whether or not designated as rent or additional rent, on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount
of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges) during the remaining term of
such lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). (Section 1.01).
“Principal
Property” means our manufacturing plants or facilities or those of a Restricted Subsidiary located within the United States
of America (other than its territories and possessions) or Puerto Rico, except any such manufacturing plant or facility which
our board of directors by resolution reasonably determines not to be of material importance to the total business conducted by
us and our Restricted Subsidiaries. (Section 1.01).
“Restricted
Subsidiary” means any Subsidiary (1) substantially all of the property of which is located, or substantially all of
the business of which is carried on, within the United States of America (other than its territories and possessions) or Puerto
Rico and (2) which owns or is the lessee of any Principal Property, but does not include any Subsidiary primarily engaged
in financing activities, primarily engaged in the leasing of real property to persons other than us and our Subsidiaries, or which
is characterized by us as a temporary investment. The terms “Restricted Subsidiary” does not include Coca-Cola Financial
Corporation, The Coca-Cola Trading Company LLC, 55th & 5th Avenue Corporation, Bottling Investments Corporation
or ACCBC Holding Company, and their respective Subsidiaries. (Section 1.01).
“Subsidiary”
means a corporation more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by us or one or more
other Subsidiaries, or by us and one or more other Subsidiaries. (Section 1.01).
“Voting
Stock” means stock of the class or classes having general voting power under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of said corporation (irrespective of whether or not at the time stock
of any other class or classes shall have or might have voting power by reason of the happening of any contingency). (Section 1.01).
Event
of Default
“Event
of Default,” when used in the indentures with respect to any series of debt securities, means any of the following events:
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default for 30 days
in payment of any interest on such series;
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default in payment of any
principal of or premium, if any, on such series;
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default in payment of any
sinking fund installment for such series;
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default for 90 days
after written notice in performance of any other covenant in the indentures (other than a covenant or agreement included in the
indentures solely for the benefit of holders of debt securities of any series other than that series);
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certain events of bankruptcy,
insolvency or reorganization; or
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any other Event of Default
provided with respect to that series. (Section 7.01).
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The
indentures require us to deliver annually to the trustee an officers’ certificate, in which certain of our officers certify
whether or not they have knowledge of any default in our performance of the covenants described. (Section 5.07).
If
an Event of Default shall occur and be continuing with respect to the debt securities of any series, the trustee or the holders
of not less than 25% in aggregate principal amount of the debt securities of such series then outstanding may declare the principal
(or, if the debt securities of such series are Original Issue Discount Securities, such portion of the principal amount as may
be specified in the applicable prospectus supplement for such series) of all the debt securities of such series and the interest
accrued thereon to be due and payable. (Section 7.02). The holders of not less than a majority in aggregate principal amount
of the outstanding debt securities of such series (or, in the case of certain Events of Default pertaining to all outstanding
debt securities, with the consent of holders of a majority in aggregate principal amount of all the debt securities then outstanding
acting as one class) may waive any Event of Default with respect to a particular series of debt securities, except an Event of
Default in the payment of principal of or any premium or interest on any debt securities of such series or in respect of a covenant
or provision of the indentures which, under the terms thereof, cannot be modified or amended without the consent of the holders
of each outstanding debt security of such series. (Section 7.11). See “Modifications of the Indentures” below.
Subject
to the provisions of the indentures relating to the duties of the trustee in case an Event of Default shall occur and be
continuing, the trustee is under no obligation to exercise any of the rights or powers under the indentures at the request,
order or direction of any of the holders of debt securities of any series, unless such securityholders shall have offered to
the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by such
exercise. (Section 8.02). Subject to such provisions for the indemnification of the trustee and certain limitations
contained in the indentures, the holders of a majority in aggregate principal amount of all debt securities of such series at
the time outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of
that series. (Section 7.10).
If
any debt securities are denominated in a foreign currency or composite currency, then for the purposes of determining whether
the holders of the requisite principal amount of debt securities have taken any action as herein described, the principal amount
of such debt securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount
on the basis of the spot rate of exchange into United States dollars for the currency or composite currency in which such debt
securities are denominated (as determined by us or an authorized exchange rate agent and evidenced to the trustee) as of the date
the taking of such action by the holders of such requisite principal amount is evidenced to the trustee as provided in the indentures.
(Section 14.10).
Modifications
of the Indentures
We
and the trustee may modify and amend the indentures with the consent of the holders of not less than a majority in aggregate principal
amount then outstanding of any series of the debt securities affected by such modification or amendment. However, we may not,
without the consent of the holders of each debt security so affected:
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extend the fixed maturity
of such series of debt securities;
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reduce the principal amount
of such series of debt securities;
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reduce the rate or extend
the time of payment of interest on such series of debt securities;
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impair or affect the right
of any securityholder to institute suit for payment of principal or interest or change the coin or currency in which the principal
of or interest on such series of debt securities is payable; or
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reduce the percentage of
aggregate principal amount of debt securities of such series from whom consent is required to modify the indentures. (Section 10.02).
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In
addition, under our subordinated indenture, without the consent of each holder of each debt security so affected, we may not modify
the provisions of the subordinated indenture with respect to subordination of the debt securities in a manner adverse to the holders.
We
and the trustee may modify and amend the indentures without the consent of any holders of debt securities to:
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provide for security for
the debt securities;
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evidence the assumption of
our obligations under the applicable indenture by a successor;
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add covenants that would
benefit holders of any debt securities;
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cure any ambiguity, omission,
defect or inconsistency;
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change or eliminate any of
the provisions of the indentures so long as such change or elimination becomes effective only when there are no securities created
prior to the execution of the supplemental indenture then outstanding which are entitled to the benefit of such provision;
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provide for a successor trustee;
or
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make such provisions as may
be necessary or advisable in order to comply with the withholding provisions of the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder. (Section 10.01).
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Defeasance
of the Indentures and Securities
Unless
the applicable prospectus supplement states otherwise, the indentures provide that we will be deemed to have paid and discharged
the entire indebtedness on the debt securities of any series, and our obligations under the indentures with respect to the debt
securities of such series (other than certain specified obligations, such as the obligations to maintain a security register pertaining
to transfer of the debt securities, to maintain a paying agency office, and to replace stolen, lost or destroyed debt securities)
will cease to be in effect, from and after the date that we deposit with the trustee, in trust:
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money in the currency or
composite currency in which the debt securities of such series are denominated; or
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U.S. Government Obligations,
in the case of debt securities denominated in dollars, or obligations issued or guaranteed by the government which issued the
currency in which the debt securities of such series are denominated, in the case of debt securities denominated in foreign currencies,
which through the payment of interest and principal in accordance with their terms will provide money in the currency in which
the debt securities of such series are denominated; or
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which is sufficient to pay
and discharge the principal and premium, if any, and interest, if any, to the date of maturity on or the redemption date of, such
series of debt securities. (Sections 12.01 and 12.02). In the event of any such defeasance, holders of such debt securities
would be able to look only to such trust fund for payment of principal (and premium, if any) and interest, if any, on their debt
securities until maturity.
Such
defeasance may be treated as a taxable exchange of the related debt securities for an issue of obligations of the trust or a direct
interest in the money, U.S. Government Obligations or other obligations held in the trust. In that case, holders of such debt
securities may recognize gain or loss as if the trust obligations or the money, U.S. Government Obligations or other obligations
deposited, as the case may be, had actually been received by them in exchange for their debt securities. Such holders thereafter
might be required to include in income a different amount than would be includable in the absence of defeasance. We encourage
prospective investors to consult with their own tax advisors as to the specific consequences of defeasance.
Denominations
Unless
the applicable prospectus supplement states otherwise, the debt securities will be issued only in registered form without coupons,
in U.S. dollars in denominations of $1,000 or any integral multiples of $1,000. We will issue a book-entry security equal to the
aggregate principal amount of outstanding debt securities of the series represented by such book-entry security. We will specify
the denominations of a series of debt securities denominated in a foreign currency or composite currency in the applicable prospectus
supplement. (Sections 3.02 and 3.03).
Registration
and Transfer
You
may exchange any certificated securities of any series for other certificated securities of the same series and of a like
aggregate principal amount and tenor of different authorized denominations. Upon payment of any taxes and other governmental
charges as described in the indentures, you may present certificated securities for registration of transfer (with the form
of transfer duly executed), without a service charge, at the office of the securities registrar or at the office of any
transfer agent that we designate for such purpose and reference in the applicable prospectus supplement with respect to any
series of debt securities. Subject to its satisfaction with the documents of title and identity of the person making the
request, the securities registrar or such transfer agent, as the case may be, will effect such transfer or
exchange.
We
have initially appointed the trustee as securities registrar under the indentures. (Section 3.05). If the prospectus supplement
refers to any transfer agent in addition to the securities registrar initially designated by us with respect to any series of
debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through
which any such transfer agent acts, except that we will be required to maintain a transfer agent in the borough of Manhattan,
the city of New York, for such series. We may at any time designate additional transfer agents with respect to any series of debt
securities. (Section 5.02).
In
the event of any partial redemption in part of a series of debt securities, we will not be required to (1) issue securities
of such series, register the transfer of securities of such series or exchange debt securities of such series during a period
beginning at the opening of business 15 days before the mailing date of a notice of redemption of such debt securities of
that series selected to be redeemed and ending at the close of business on such mailing date or (2) register the transfer
or exchange of any debt security, or portion of any such debt security, that is called for redemption, except the unredeemed portion
of any debt security being redeemed in part. (Section 3.05).
Payment
and Paying Agents
Unless
the applicable prospectus supplement states otherwise, we will pay the principal of and any premium and interest on debt securities
at the office of the paying agent or paying agents as we may designate from time to time. However, at our option we may pay any
interest by check mailed or delivered to the address of the person entitled to such payment as it appears in the securities register.
(Section 2.02). Unless the applicable prospectus supplement states otherwise, we will pay any installment of interest on
debt securities to the person in whose name the debt security is registered at the close of business on the regular record date
for such interest payment. (Section 3.07). Payments of any interest on the debt securities may be subject to the deduction
of applicable withholding taxes. (Section 5.01).
Unless
the applicable prospectus supplement states otherwise, the principal office of the trustee in the city of New York is designated
as our paying agent for payments with respect to debt securities. Any other paying agents that we may designate at the time of
the offering and issuance of a series of debt securities will be named in the related prospectus supplement. With regard to any
series, we may at any time designate additional paying agents, rescind the designation of any paying agents or approve a change
in the office through which any paying agent acts, except that we will be required to maintain a paying agent in the borough of
Manhattan in the city of New York. (Section 5.02).
The
trustee or any paying agent for the payment of principal of or interest on any debt security will repay to us all moneys paid
by us which remain unclaimed at the end of two years after such principal or interest shall have become due and payable, and,
after such repayment occurs, the holder of the applicable debt security will be entitled to look only to us for payment. (Section 12.04).
Concerning
the Trustee
Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, New York, New York, is the trustee under the senior indenture
and has agreed to act as trustee under the subordinated indenture. We maintain banking relationships in the ordinary course of
business with affiliates of Deutsche Bank Trust Company Americas, and affiliates of Deutsche Bank Trust Company Americas have
entered into foreign currency transactions with us, serve as fiscal agents for certain of our outstanding obligations and have
provided back-up lines of credit for our commercial paper.
Book-Entry
Delivery and Settlement
Global
Notes
We
will issue any debt securities in the form of one or more global notes in definitive, fully registered, book-entry form. The global
notes will be deposited with or on behalf of the Depository Trust Company (“DTC”) and registered in the name of Cede & Co.,
as nominee of DTC.
DTC,
Clearstream and Euroclear
Beneficial
interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Investors may hold interests in the global notes through either DTC (in the
United States), Clearstream Banking, societe anonyme, Luxembourg, which we refer to as Clearstream, or Euroclear Bank S.A./ N.V.,
as operator of the Euroclear System, which we refer to as Euroclear, in Europe, either directly if they are participants in such
systems or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold interests
on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names
on the books of their U.S. depositaries, which in turn will hold such interests in customers’ securities accounts in the
U.S. depositaries’ names on the books of DTC.
DTC
has advised us that:
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DTC is a limited-purpose
trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform
Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act.
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DTC holds securities that
its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby
eliminating the need for physical movement of securities certificates.
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Direct participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and other organizations,
some of whom, and/or their representatives, own DTC.
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DTC is a wholly-owned subsidiary
of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the
users of its regulated subsidiaries.
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Access to the DTC system
is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant, either directly or indirectly.
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The rules applicable to DTC
and its direct and indirect participants are on file with the SEC.
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Clearstream
has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities
for its customers and facilitates the clearance and settlement of securities
transactions between its
customers through electronic book-entry changes in accounts of its customers, thereby eliminating the need for physical
movement of certificates. Clearstream provides to its customers, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to
regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream customers are recognized
financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations and may include the underwriters. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Clearstream customer either directly or indirectly.
Euroclear
has advised us that it was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need
for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides
various other services, including securities lending and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A./ N.V., which we refer to as the Euroclear Operator. All operations are
conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator. Euroclear participants include banks (including central banks), securities brokers and dealers, and
other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
We
understand that the Euroclear Operator is licensed by the Belgian Banking and Finance Commission to carry out banking activities
on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking and Finance Commission.
We
have provided the descriptions of the operations and procedures of DTC, Clearstream and Euroclear in this prospectus supplement
solely as a matter of convenience. These operations and procedures are solely within the control of those organizations and are
subject to change by them from time to time. None of us, the underwriters nor the trustee takes any responsibility for these operations
or procedures, and you are urged to contact DTC, Clearstream and Euroclear or their participants directly to discuss these matters.
We
expect that under procedures established by DTC:
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upon deposit of the
global notes with DTC or its custodian, DTC will credit on its internal system the accounts of direct participants designated
by the underwriters with portions of the principal amounts of the global notes; and
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ownership of the debt
securities will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC or
its nominee, with respect to interests of direct participants, and the records of direct and indirect participants, with respect
to interests of persons other than participants.
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The
laws of some jurisdictions may require that purchasers of securities take physical delivery of those securities in definitive
form. Accordingly, the ability to transfer interests in the debt securities represented by a global note to those persons may
be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold
interests through participants, the ability of a person having an interest in debt securities represented by a global note to
pledge or transfer those interests to persons or entities that do not participate in DTC’s system, or otherwise to take
actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.
So
long as DTC or its nominee is the registered owner of a global note, DTC or that nominee will be considered the sole owner or
holder of the debt securities represented by that global note for all purposes under the indenture and under the debt
securities. Except as provided below, owners of beneficial interests in a global note will not be entitled to have debt
securities represented by that global note registered in their names, will not receive or be entitled to receive physical
delivery of certificated notes and will not be considered the owners or
holders thereof under the applicable indenture or
under the debt securities for any purpose, including with respect to the giving of any direction, instruction or approval to
the trustee. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and,
if that holder is not a direct or indirect participant, on the procedures of the participant through which that holder owns
its interest, to exercise any rights of a holder of debt securities under the applicable indenture or a global
note.
Neither
we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account
of debt securities by DTC, Clearstream or Euroclear, or for maintaining, supervising or reviewing any records of those organizations
relating to the debt securities.
Payments
on the debt securities represented by the global notes will be made to DTC or its nominee, as the case may be, as the registered
owner thereof. We expect that DTC or its nominee, upon receipt of any payment on the debt securities represented by a global note,
will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the
global note as shown in the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial
interests in the global note held through such participants will be governed by standing instructions and customary practice as
is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. The
participants will be responsible for those payments.
Distributions
on the debt securities held beneficially through Clearstream will be credited to cash accounts of its customers in accordance
with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
Securities
clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”).
The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear
participants.
Distributions
on the debt securities held beneficially through Euroclear will be credited to the cash accounts of its participants in accordance
with the Terms and Conditions, to the extent received by the U.S. depositary for Euroclear.
Clearance
and Settlement Procedures
Initial
settlement for the debt securities will be made in immediately available funds. Secondary market trading between DTC participants
will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds. Secondary market
trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Clearstream and Euroclear, as applicable, and will be settled using the procedures applicable
to conventional eurobonds in immediately available funds.
Cross-market
transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on
behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions
will require delivery of instructions to the relevant European international clearing system by the counterparty in such
system in accordance with its rules and procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to
the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving the debt securities in
DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Clearstream customers and Euroclear participants may not deliver instructions directly to their U.S. depositaries.
Because
of time-zone differences, credits of the debt securities received in Clearstream or Euroclear as a result of a transaction with
a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC
settlement date. Such credits or any transactions in the debt securities settled during such processing will be reported to the
relevant Clearstream customers or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a
result of sales of the debt securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will
be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in DTC.
Although
DTC, Clearstream and Euroclear have agreed to the foregoing procedures to facilitate transfers of the debt securities among participants
of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures
may be changed or discontinued at any time.
Certificated
Notes
Individual
certificates in respect of any debt securities will not be issued in exchange for the global notes, except in very limited circumstances.
We will issue or cause to be issued certificated notes to each person that DTC identifies as the beneficial owner of the debt
securities represented by a global note upon surrender by DTC of the global note if:
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DTC notifies us that it is
no longer willing or able to act as a depositary for such global note or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, and we have not appointed a successor depositary within 90 days of that notice or becoming aware that
DTC is no longer so registered;
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an event of default
has occurred and is continuing, and DTC requests the issuance of certificated notes; or
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we determine not to
have the debt securities of such series represented by a global note.
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Neither
we nor the trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial
owners of the debt securities. We and the trustee may conclusively rely on, and will be protected in relying on, instructions
from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal
amounts, of the certificated notes to be issued.
Subordinated
Indenture Provisions
The
subordinated debt securities will be issued under the subordinated indenture. The subordinated debt securities will rank on an
equal basis with certain of our other subordinated debt that may be outstanding from time to time and will rank junior to all
of our senior debt, as defined below, including any senior debt securities that may be outstanding from time to time.
Subordination. If
we issue subordinated debt securities, the aggregate principal amount of senior debt outstanding as of a recent date will be set
forth in the applicable prospectus supplement. Neither the senior nor the subordinated indenture restricts the amount of senior
debt that we may incur.
Holders
of subordinated debt securities should recognize that contractual provisions in the subordinated indenture may prohibit us from
making payments on those securities. Subordinated debt securities are subordinate and junior in right of payment, to the extent
and in the manner stated in the subordinated indenture or any supplement thereto to all of our senior debt, including all debt
securities we have issued and will issue under the senior indenture.
As
used in the subordinated indenture and this prospectus, the term “senior debt” means the principal, premium, if any,
unpaid interest and all fees and other amounts payable in connection with any debt for money borrowed other than (1) debt
incurred (a) with respect to certain elections under the federal bankruptcy code, (b) debt to our subsidiaries, (c) debt
to our employees, (d) tax liability, and (e) certain trade payables, (2) all obligations under interest rate, currency
and commodity swaps, caps, floors, collars, hedge arrangements, forward contracts or similar agreements and (3) renewals,
modifications and refunds of any such debt.
Unless
otherwise indicated in the applicable prospectus supplement, we may not pay principal of, premium, if any, or interest on any
subordinated debt securities or defease, purchase, redeem or otherwise retire such securities if:
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a default in the payment
of any principal, or premium, if any, or interest on any senior debt, occurs and is continuing or any other amount owing in respect
of any senior debt is not paid when due; or
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any other default occurs
with respect to any senior debt and the maturity of such senior debt is accelerated in accordance with its terms,
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unless and until such default
in payment or event of default has been cured or waived and any such acceleration is rescinded or such senior debt has been paid
in full in cash.
If
there is any payment or distribution of our assets to creditors upon a total or partial liquidation or a total or partial dissolution
or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding, holders of all present and future senior debt
(which will include interest accruing after, or which would accrue but for, the commencement of any bankruptcy, reorganization,
insolvency, receivership or similar proceeding) are entitled to receive payment in full before any payment or distribution, whether
in cash, securities or other property, in respect of the subordinated indebtedness. In addition, unless otherwise indicated in
the applicable prospectus supplement, in any such event, payments or distributions which would otherwise be made on subordinated
debt securities will generally be paid to the holders of senior debt, or their representatives, in accordance with the priorities
existing among these creditors at that time until the senior debt is paid in full.
After
payment in full of all present and future senior debt, holders of subordinated debt securities will be subrogated to the rights
of any holders of senior debt to receive any further payments or distributions that are applicable to the senior debt until all
the subordinated debt securities are paid in full. The subordinated indenture provides that the foregoing subordination provisions
may not be changed in a manner which would be adverse to the holders of senior debt without the consent of the holders of such
senior debt.
The
prospectus supplement delivered in connection with the offering of a series of subordinated debt securities will set forth a more
detailed description of the subordination provisions applicable to any such debt securities.
If
the trustee under the subordinated indenture or any holders of the subordinated debt securities receive any payment or distribution
that is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to the holders
of the senior debt.
Even
if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series,
we will be in default on our obligations under that series if we do not make the payment when due. This means that the trustee
under the subordinated indenture and the holders of that series can take action against us, but they will not receive any money
until the claims of the holders of senior debt have been fully satisfied.
DESCRIPTION OF CAPITAL STOCK
Set
forth below is a summary description of the material terms of our capital stock. For more information, please see our restated
certificate of incorporation, as amended.
Description
of Common Stock
We
may issue shares of our common stock, either separately or together with other securities offered pursuant to this prospectus.
Under our restated certificate of incorporation, as amended, we are authorized to issue up to 11,200,000,000 shares of our common
stock, par value $0.25 per share, of which 4,284,491,377 shares were issued and outstanding as of October 21, 2019. You should
read the applicable prospectus supplement relating to an offering of shares of our common stock, or of securities convertible,
exchangeable or exercisable for shares of our common stock, for the terms of such offering, including the number of shares of
common stock offered, the initial offering price and market prices and dividend information relating to our common stock.
The
holders of our common stock are entitled to one vote for each share on all matters submitted to a vote of shareowners. Each share
of our common stock outstanding is entitled to participate equally in any distribution of net assets made to the shareowners in
the liquidation, dissolution or winding up of our Company and is entitled to participate equally in dividends as and when declared
by our board of directors. There are no redemption, sinking fund, conversion or preemptive rights with respect to the shares of
our common stock. All shares of our common stock have equal rights and preferences. The rights, preferences and privileges of
the holders of our common stock are subject to and may be adversely affected by the rights of holders of shares of any series
of our preferred stock that we may designate and issue in the future.
Description
of Preferred Stock
Our
restated certificate of incorporation, as amended, authorizes our board of directors to issue, from time to time, up to 100,000,000
shares of preferred stock, par value $1.00 per share, in one or more series, subject to certain limitations prescribed by law.
There are no preferred shares issued and outstanding as of the date of this prospectus. Our board of directors is authorized to
establish from time to time the number of shares to be included in any series of preferred stock, and to fix the designation,
powers, preferences, and rights of the shares of such series and any qualifications, limitations or restrictions thereof.
The
specific terms of any preferred stock to be sold under this prospectus will be described in the applicable prospectus supplement.
If so indicated in such prospectus supplement, the terms of the preferred stock offered may differ from the general terms set
forth below. Unless otherwise specified in the prospectus supplement relating to the preferred stock offered thereby, each series
of preferred stock offered will rank equal in right of payment to all other series of our preferred stock, and holders thereof
will have no preemptive rights. The preferred stock offered will, when issued, be fully paid and nonassessable.
You
should read the applicable prospectus supplement for the terms of the preferred stock offered. The terms of the preferred stock
set forth in such prospectus supplement may include the following, as applicable to the preferred stock offered thereby:
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the title and stated
value of the preferred stock;
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the number of shares of the
preferred stock offered;
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the liquidation preference
and the offering price of the preferred stock;
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the dividend rates of the
preferred stock and/or methods of calculation of such dividends;
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periods and/or payment dates
for the preferred stock dividends;
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whether dividends on the
preferred stock are cumulative;
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the liquidation rights of
the preferred stock;
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the procedures for any auction
and remarketing, if any, of the preferred stock;
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the sinking fund provisions,
if applicable, for the preferred stock;
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the redemption provisions,
if applicable, for the preferred stock;
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whether the preferred stock
will be convertible into or exchangeable for other securities and, if so, the terms and conditions of conversion or exchange,
including the conversion price or exchange ratio and the conversion or exchange period or the method of determining the same;
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whether the preferred stock
will have voting rights and, if so, the terms of such voting rights;
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whether the preferred stock
will be listed on any securities exchange;
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whether the preferred stock
will be issued with any other securities and, if so, the amount and terms of such other securities; and
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any other specific terms,
preferences or rights of, or limitations or restrictions on, the preferred stock.
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Our
authorized shares of common stock and preferred stock are available for issuance without further action by our shareowners, unless
such action is required by applicable law or the rules of the stock exchange or automated quotation system on which our securities
may be listed or trade. If the approval of our shareowners is not required for the issuance of shares of our common stock or preferred
stock, our board of directors may determine to issue shares without seeking shareowners’ approval.
Our
board of directors could issue a series of preferred stock that could, depending on the terms of such series, delay, defer or
prevent a change in control of our Company. Our board of directors would make any determination to issue such shares based on
its judgment as to the best interests of our Company and our shareowners. Our board of directors, in so acting, could issue preferred
stock having terms that could discourage an attempt to acquire our Company, including tender offers or other transactions that
some, or a majority, of our shareowners might believe to be in their best interests, or in which our shareowners might receive
a premium for their stock over the then current market price of such stock.
Certain
Anti-takeover Matters
Our
restated certificate of incorporation, as amended, and by-laws contain provisions that may make it more difficult for a potential
acquirer to acquire us by means of a transaction that is not negotiated with our board of directors. These provisions and General
Corporation Law of the State of Delaware, or the “DGCL,” could delay or prevent entirely a merger or acquisition that
our shareowners consider favorable. These provisions may also discourage acquisition proposals or have the effect of delaying
or preventing entirely a change in control, which could harm our stock price. Our board of directors is not aware of any current
effort to accumulate shares of our common stock or to otherwise obtain control of our Company and does not currently contemplate
adopting or recommending the approval of any other action that might have the effect of delaying, deterring or preventing a change
in control of our Company.
Following
is a description of the anti-takeover effects of certain provisions of our restated certificate of incorporation, as amended,
and of our by-laws.
No cumulative voting. The
DGCL provides that stockholders of a Delaware corporation are not entitled to the right to cumulate votes in the election of directors
unless its certificate of incorporation, as amended, provides otherwise. Our restated certificate of incorporation, as amended,
does not provide for cumulative voting.
Calling
of special meetings of shareowners. Our by-laws provide that special meetings of our shareowners may
be called only by or at the direction of our board of directors, the chairman of our board of directors, our chief executive officer
or by our secretary if appropriately requested by a person (or group of persons) beneficially owning at least a twenty-five percent
(25%) “net long position” of the Company’s outstanding shares of common stock.
Advance
notice requirements for shareowner proposals and director nominations. Our by-laws provide that shareowners
seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareowners or a shareowner
requested special meeting of shareowners must provide timely notice of their proposal in writing to our corporate secretary.
Generally,
to be timely, a shareowner’s notice regarding an annual meeting of shareowners must be received at our principal executive
offices not less than 120 days prior to the first anniversary of the previous year’s annual meeting. Our by-laws also
specify requirements as to the form and content of a shareowner’s notice. These provisions may impede shareowners’
ability to bring matters before an annual meeting of shareowners, a shareowner requested special meeting of shareowners or make
nominations for directors.
Limitations
on liability and indemnification of officers and directors. The DGCL authorizes corporations to limit
or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’
fiduciary duties. Our restated certificate of incorporation, as amended, includes a provision that eliminates the personal liability
of directors for monetary damages for any breach of fiduciary duty in such capacity, except for liability:
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for any breach of the director’s
duty of loyalty to us or our shareowners;
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for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law;
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under Section 174 of
the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions);
or
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for any transaction from
which the director derived any improper personal benefit.
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Our
restated certificate of incorporation, as amended, further provides, that if the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended.
We
are also expressly authorized to carry directors’ and officers’ insurance for the benefit of our directors, officers,
employees and agents. We believe that these indemnification provisions and insurance are useful to attract and retain qualified
directors and executive officers.
The limitation
of liability and indemnification provisions in the restated certificate of incorporation, as amended, and the by-laws may discourage
our shareowners from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the
effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful,
might otherwise benefit us and our shareowners. In addition, the shareowner’s investment may be adversely affected to the
extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Board
authority to amend by-laws. Under the by-laws, our board of directors has the authority to adopt, amend
or repeal the by-laws without the approval of our shareowners. However, the holders of common stock will also have the right to
initiate on their own, with the affirmative vote of a majority of the shares outstanding and without the approval of our board
of directors, proposals to adopt, amend or repeal the by-laws.
General
Corporation Law of the State of Delaware. We are a Delaware corporation that is subject to Section 203
of the DGCL. Section 203 provides that, subject to certain exceptions specified in the law, a Delaware corporation shall
not engage in certain “business combinations” with any “interested stockholder” for a three-year period
following the time that the stockholder became an interested stockholder unless:
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prior to such time, the board
of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested
stockholder;
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upon consummation of the
transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85%
of the corporation’s voting stock outstanding at the time the transaction commenced, excluding certain shares; or
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at or subsequent to that
time, the business combination is approved by the board of directors of the corporation and by the affirmative vote of holders
of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally,
a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit
to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together
with that person’s affiliates and associates, owns, or within the previous three years did own, 15% or more of our voting
stock.
Under
certain circumstances, Section 203 makes it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three year period. The provisions of Section 203 may encourage
any entity interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval
requirement would be avoided if our board of directors approves either the business combination or the transaction that results
in such entity becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions
involving our Company that our shareowners may otherwise deem to be in their best interests.
Listing
Our
common stock is listed and traded on the New York Stock Exchange under the symbol “KO.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare Trust Company, N.A. Its address is P.O. Box 505005,
Louisville, KY 40233 and its telephone number is (888) 265-3747.
DESCRIPTION OF WARRANTS
This
section describes the general terms and provisions of the warrants. The applicable prospectus supplement will describe the specific
terms of the warrants offered by that prospectus supplement and any general terms outlined in this section that will not apply
to those warrants.
We
may issue warrants to purchase debt or equity securities. Each warrant will entitle the holder of warrants to purchase for cash
the amount of debt or equity securities at the exercise price stated or determinable in the prospectus supplement for the warrants.
We may issue warrants independently or together with any offered securities. The warrants may be attached to or separate from
those offered securities. We will issue the warrants under warrant agreements to be entered into between us and a bank or trust
company, as warrant agent, all as described in the applicable prospectus supplement. The warrant agent will act solely as our
agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders
or beneficial owners of warrants.
The
prospectus supplement relating to any warrants that we may offer will contain the specific terms of the warrants. These terms
may include the following:
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the title of the warrants;
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the price or prices at which
the warrants will be issued and the currency or composite currency you may use to purchase the warrants;
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the designation, amount and
terms of the securities for which the warrants are exercisable;
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the designation and terms
of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security;
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if applicable, the principal
amount of debt securities you may purchase upon exercise of each debt warrant and the price and currency or composite currency
or other consideration (which may include debt securities) you may use to purchase such principal amount of debt securities upon
such exercise;
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the aggregate number of warrants;
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any provisions for adjustment
of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices at which
the securities purchasable upon exercise of the warrants may be purchased;
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the date on and after which
the warrants and the securities purchasable upon exercise of the warrants will be separately transferable, if applicable;
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a discussion of any material
U.S. federal income tax considerations applicable to the exercise of the warrants;
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the date on which the right
to exercise the warrants will commence, and the date on which the right will expire;
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the maximum or minimum number
of warrants that may be exercised at any time;
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the terms of any mandatory
or option redemption by us;
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the identity of the warrant
agent;
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information with respect
to book-entry procedures, if any; and
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any other terms of the warrants,
including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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DESCRIPTION OF DEPOSITARY SHARES
This
section describes the general terms and provisions of the depositary shares. The applicable prospectus supplement will describe
the specific terms of the depositary shares offered by that prospectus supplement and any general terms outlined in this section
that will not apply to those depositary shares.
General
We
may, at our option, elect to offer depositary shares, each representing a fraction (to be set forth in the prospectus supplement
relating to a particular series of preferred stock) of a share of a particular class or series of preferred stock as described
below. In the event we elect to do so, depositary receipts evidencing depositary shares will be issued to the public.
The
shares of any class or series of preferred stock represented by depositary shares will be deposited under a deposit agreement
among us, a depositary selected by us and the holders of the depositary receipts. The depositary will be a bank or trust company
having its principal office in the United States and having a combined capital and surplus of at least $50,000,000. Subject to
the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction
of a share of preferred stock represented by such depositary share, to all the rights and preferences of the shares of preferred
stock represented by the depositary share, including dividend, voting, redemption and liquidation rights. The depositary shares
will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related class or series of preferred shares in accordance with the terms
of the offering described in the applicable prospectus supplement.
Pending
the preparation of definitive depositary receipts the depositary may, upon our written order, issue temporary depositary receipts
substantially identical to, and entitling the holders thereof to all the rights pertaining to, the definitive depositary receipts
but not in definitive form. Definitive depositary receipts will be prepared without unreasonable delay, and temporary depositary
receipts will be exchangeable for definitive depositary receipts without charge to the holder.
Dividends
and Other Distributions
The
depositary will distribute all cash dividends or other cash distributions received for the preferred stock to the entitled record
holders of depositary shares in proportion to the number of depositary shares that the holder owns on the relevant record date,
provided, however, that if we or the depositary is required by law to withhold an amount on account of taxes, then
the amount distributed to the holders of depositary shares shall be reduced accordingly. The depositary will distribute only an
amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The depositary will
add the undistributed balance to and treat it as part of the next sum received by the depositary for distribution to holders of
the depositary shares.
If
there is a non-cash distribution, the depositary will distribute property received by it to the entitled record holders of depositary
shares, in proportion, insofar as possible, to the number of depositary shares owned by the holders, unless the depositary determines,
after consultation with us, that it is not feasible to make such distribution. If this occurs, the depositary may, with our approval,
sell such property and distribute the net proceeds from such sale to the holders. The deposit agreement also will contain provisions
relating to how any subscription or similar rights that we may offer to holders of the preferred stock will be available to the
holders of the depositary shares.
Withdrawal
of Shares
Upon
surrender of the depositary receipts at the corporate trust office of the depositary, unless the related depositary shares have
previously been called for redemption, converted or exchanged into our other securities, the holder of the depositary shares evidenced
thereby is entitled to delivery of the number of whole shares of the related class or series of preferred stock and any money
or other property represented by such depositary shares. Holders of depositary receipts will be entitled to receive whole shares
of the related class or series of preferred stock on the basis set forth in the prospectus supplement for such class or series
of preferred stock, but holders
of such whole shares of preferred stock will not thereafter be entitled to exchange them for depositary
shares. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary
shares representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to such holder
at the same time a new depositary receipt evidencing such excess number of depositary shares. In no event will fractional shares
of preferred stock be delivered upon surrender of depositary receipts to the depositary.
Conversion,
Exchange and Redemption
If
any class or series of preferred stock underlying the depositary shares may be converted or exchanged, each record holder of depositary
receipts representing the shares of preferred stock being converted or exchanged will have the right or obligation to convert
or exchange the depositary shares represented by the depositary receipts. Whenever we redeem or convert shares of preferred stock
held by the depositary, the depositary will redeem or convert, at the same time, the number of depositary shares representing
the preferred stock to be redeemed or converted. The depositary will redeem the depositary shares from the proceeds it receives
from the corresponding redemption of the applicable series of preferred stock. The depositary will mail notice of redemption or
conversion to the record holders of the depositary shares that are to be redeemed between 30 and 60 days before the date
fixed for redemption or conversion. The redemption price per depositary share will be equal to the applicable fraction of the
redemption price per share on the applicable class or series of preferred stock. If less than all the depositary shares are to
be redeemed, the depositary will select which shares are to be redeemed by lot on a pro rata basis or by any other equitable method
as the depositary may decide. After the redemption or conversion date, the depositary shares called for redemption or conversion
will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will end, except
the right to receive money, securities or other property payable upon redemption or conversion.
Voting
the Preferred Stock
When
the depositary receives notice of a meeting at which the holders of the particular class or series of preferred stock are entitled
to vote, the depositary will mail the particulars of the meeting to the record holders of the depositary shares. Each record holder
of depositary shares on the record date may instruct the depositary on how to vote the shares of preferred stock underlying the
holder’s depositary shares. The depositary will try, if practical, to vote the number of shares of preferred stock underlying
the depositary shares according to the instructions. We will agree to take all reasonable action requested by the depositary to
enable it to vote as instructed.
Amendment
and Termination of the Deposit Agreement
We
and the depositary may agree at any time to amend the deposit agreement and the depositary receipt evidencing the depositary
shares. Any amendment that (1) imposes or increases certain fees, taxes or other charges payable by the holders of the
depositary shares as described in the deposit agreement or (2) otherwise materially adversely affects any substantial
existing rights of holders of depositary shares, will not take effect until such amendment is approved by the holders of at
least a majority of the depositary shares then outstanding. Any holder of depositary shares that continues to hold its
shares after such amendment has become effective will be deemed to have agreed to the amendment.
We
may direct the depositary to terminate the deposit agreement by mailing a notice of termination to holders of depositary shares
at least 30 days prior to termination. The depositary may terminate the deposit agreement if 90 days have elapsed after
the depositary delivered written notice of its election to resign and a successor depositary is not appointed. In addition, the
deposit agreement will automatically terminate if:
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the depositary has redeemed
all related outstanding depositary shares;
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all outstanding shares of
preferred stock have been converted into or exchanged for common stock; or
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we have liquidated, terminated
or wound up our business and the depositary has distributed the preferred stock of the relevant series to the holders of the related
depositary shares.
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Reports
and Obligations
The
depositary will forward to the holders of depositary shares all reports and communications from us that are delivered to the depositary
and that we are required by law, the rules of an applicable securities exchange or our restated certificate of incorporation,
as amended, to furnish to the holders of the preferred stock. Neither we nor the depositary will be liable if the depositary is
prevented or delayed by law or any circumstances beyond its control in performing its obligations under the deposit agreement.
The deposit agreement limits our obligations to performance in good faith of the duties stated in the deposit agreement. The depositary
assumes no obligation and will not be subject to liability under the deposit agreement except to perform such obligations as are
set forth in the deposit agreement without negligence or bad faith. Neither we nor the depositary will be obligated to prosecute
or defend any legal proceeding connected with any depositary shares or class or series of preferred stock unless the holders of
depositary shares requesting us to do so furnish us with a satisfactory indemnity. In performing our obligations, we and the depositary
may rely and act upon the advice of our counsel on any information provided to us by a person presenting shares for deposit, any
holder of a receipt, or any other document believed by us or the depositary to be genuine and to have been signed or presented
by the proper party or parties.
Payment
of Fees and Expenses
We
will pay all fees, charges and expenses of the depositary, including the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of depositary shares will pay taxes and governmental charges and any other charges as are stated
in the deposit agreement for their accounts.
Resignation
and Removal of Depositary
At
any time, the depositary may resign by delivering notice to us, and we may remove the depositary at any time. Resignations or
removals will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor
depositary must be appointed within 90 days after the delivery of the notice of resignation or removal and must be a bank
or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF PURCHASE CONTRACTS
This
section describes the general terms and provisions of the purchase contracts. The applicable prospectus supplement will describe
the specific terms of the purchase contracts offered by that prospectus supplement and any general terms outlined in this section
that will not apply to those purchase contracts.
We
may issue purchase contracts for the purchase or sale of:
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debt or equity securities
issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination
of the above as specified in the applicable prospectus supplement;
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Each
purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates,
such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in
the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case
of purchase contracts on underlying currencies, by delivering the underlying currencies, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
The
purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred
to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis.
The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the
applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder
when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date
may constitute indebtedness.
PLAN OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
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to underwriters or dealers
for resale to the public or to other purchasers;
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directly to one or more purchasers;
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as part of a consent solicitation;
or
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through a combination of
any of these methods of sale.
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We
will disclose in the applicable prospectus supplement any required information with respect to the selling stockholders, if any.
If
we use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account
and may be resold from time to time in one or more transactions, including:
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at a fixed price or prices,
which may be changed from time to time;
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in “at the market offerings”
within the meaning of Rule 415(a)(4) under the Securities Act;
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at prices related to such
prevailing market prices; or
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For
each series of securities, the applicable prospectus supplement will set forth the terms of the offering of the securities, which
may include:
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the initial public offering
price;
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the method of distribution,
including the names of any underwriters, dealers or agents;
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the purchase price of the
securities;
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our net proceeds from the
sale of securities by us;
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any underwriting discounts,
agency fees, or other compensation payable to underwriters or agents;
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any discounts or concessions
allowed or reallowed or repaid to dealers; and
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the securities exchanges
on which the securities will be listed, if any.
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If
we use underwriters in the sale, they will buy the securities for their own account. The underwriters may then resell the securities
in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale or thereafter.
The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters may be
obligated to purchase all the securities offered if they purchase any securities. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time to time. In connection with an offering, underwriters
and selling group members and their affiliates may engage in transactions to stabilize, maintain or otherwise affect the market
price of the securities in accordance with applicable law.
If
we use dealers in the sale, we will sell securities to such dealers as principals. The dealers may then resell the securities
in one or more transactions at a fixed offering price or at varying prices to be determined by such dealers at the time of
resale. If we use agents in the sale, they may use their reasonable best efforts to solicit purchases for the period of their
appointment. If we sell directly, no underwriters would be involved. We are not making an offer of securities in any
jurisdiction that does not permit such an offer.
Underwriters,
dealers and agents that participate in the securities distribution may be deemed to be underwriters as defined in the Securities
Act. Any discounts, commissions or profit they receive when they resell the securities may be treated as underwriting discounts
and commissions under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against
certain civil liabilities, including certain liabilities under the Securities Act, or to contribute with respect to payments that
they may be required to make. Underwriters, dealers and agents may engage in transactions with, or perform services for, us or
our subsidiaries in the ordinary course of their business.
We
may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institutions contractually
agree to purchase the securities from us on a future date at a specific price. This type of contract may be made only with institutions
that we specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companies
and educational and charitable institutions. The underwriters, dealers or agents will not be responsible for the validity or performance
of these contracts.
Unless
otherwise specified in the applicable prospectus supplement, we will not list any securities (other than our common stock) on
any exchange. The underwriters, if any, of the securities may make a market in the securities. If the underwriters make a market
in the securities, such market making may be discontinued at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities.
LEGAL MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York, and for any underwriters or agents by counsel named in the applicable prospectus supplement.
EXPERTS
Ernst &
Young LLP, independent registered public accounting firm, has audited our consolidated financial statements for the year
ended December 31, 2018, and the effectiveness of our internal control over financial reporting as of December 31, 2018,
as set forth in their reports, which are incorporated by reference in this prospectus. Our consolidated financial statements are,
and our audited financial statements to be included in subsequently filed documents will be, incorporated by reference in this
prospectus in reliance on the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness
of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the
Securities and Exchange Commission), given on the authority of Ernst & Young LLP as experts in accounting and auditing.
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