S
UBJECT
TO
C
OMPLETION
,
DATED
A
PRIL
13, 2018
PROSPECTUS
Offers to Exchange
$749,994,000 aggregate principal amount of 4.050% Notes due 2052 (that we refer to as the 4.050% original notes)
(CUSIP Nos. 655844 BU1 and U65584 AE1)
for
$749,994,000 aggregate
principal amount of 4.050% Notes due 2052 (that we refer to as the 4.050% exchange notes)
(CUSIP No. 655844 BV9)
that have been registered under the Securities Act of 1933, as amended (the Securities Act)
AND
$749,997,000 aggregate
principal amount of 3.942% Notes due 2047 (that we refer to as the 3.942% original notes)
(CUSIP Nos. 655844 BW7 and
U65584 AF8)
for
$749,997,000 aggregate principal amount of 3.942% Notes due 2047 (that we refer to as the 3.942% exchange notes)
(CUSIP No. 655844 BX5)
that have been registered under the Securities Act
Each exchange offer will expire at 5:00 p.m.,
New York City time,
on 2018, unless extended.
We hereby offer, upon the terms
and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which, together, constitute the exchange offers and, individually, constitute an exchange offer), to exchange up to
$749,994,000 aggregate principal amount of our outstanding 4.050% original notes (CUSIP Nos. 655844 BU1 and U65584 AE1) and $749,997,000 aggregate principal amount of our 3.942% original notes (CUSIP Nos. 655844 BW7 and U65584 AF8) for a like
principal amount of our 4.050% exchange notes and 3.942% exchange notes, respectively, that have been registered under the Securities Act. When we use the term original notes in this prospectus, the term includes the 4.050% original
notes and the 3.942% original notes unless otherwise indicated or the context otherwise requires. When we use the term exchange notes in this prospectus, the term includes the 4.050% exchange notes and the 3.942% exchange notes, unless
otherwise indicated or the context otherwise requires. When we use the term notes in this prospectus, the term includes the original notes and the exchange notes unless otherwise indicated or the context otherwise requires. Neither
exchange offer is dependent or conditioned upon the completion of the other exchange offer. The terms of the exchange offers are summarized below and are more fully described in this prospectus.
The terms of the exchange notes of each series are substantially identical to the terms of the original notes for which they would be exchanged (the
corresponding original notes) in all material respects, except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the
original notes do not apply to the exchange notes.
We will accept for exchange any and all original notes of each series validly tendered and not validly
withdrawn prior to 5:00 p.m., New York City time, on 2018, unless the exchange offer for the original notes of that series
is extended.
You may withdraw tenders of original notes at any time prior to the expiration of the applicable exchange offer.
We will not receive any proceeds from the exchange offers.
The
exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.
We do not intend to list the exchange
notes on any national securities exchange.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must
acknowledge that it shall deliver a prospectus in connection with any such resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer shall not be deemed to admit that it is
an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for
original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will keep the registration statement, of which this prospectus is a part,
effective, for so long as such broker-dealers are required to deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of exchange notes (provided that such period will in no event exceed 270 days after the
closing of the applicable exchange offer) and will make this prospectus available to any broker-dealer for use in connection with any such resale. See Plan of Distribution.
See
Risk Factors
beginning on page 12 to read about important factors you should consider before
tendering your original notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is 2018.