Issuer:

Pricing Date:

Settlement Date (T+9)*:

Denominations/Multiple:

Anticipated Ratings**

(Moody’s/S&P):

Security:

Size:

Maturity Date:

Coupon:

Interest Payment Dates:

Interest Payment Record Dates:

Benchmark Treasury:

Benchmark Treasury Price:

Benchmark Treasury Yield:

Spread to Benchmark Treasury:

Yield:

Price to Public:

Optional Redemption:

CUSIP:

ISIN:

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

Mizuho Securities USA LLC

BofA Securities, Inc.

Deutsche Bank Securities Inc.

TD Securities (USA) LLC

Wells Fargo Securities, LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

MUFG Securities Americas Inc.

Scotia Capital (USA) Inc.

Standard Chartered Bank

U.S. Bancorp Investments, Inc.

Academy Securities, Inc.

ANZ Securities, Inc.

BBVA Securities Inc.

BNP Paribas Securities Corp.

Loop Capital Markets LLC

SG Americas Securities, LLC

SMBC Nikko Securities America, Inc.

UniCredit Capital Markets LLC

UBS Securities LLC

Cash and equivalents

Long-Term Debt:

Total existing senior notes and debentures

2.920% senior notes due 2030 offered hereby

Revolving credit facility, maturing in March 2024(b)

Other

Unamortized debt issuance costs and discounts

Total Long-Term Debt

Short-term borrowings and current maturities of long-term debt

Total Debt

Shareholders’ Equity:

Common shares, par value $2.50 per share—authorized 2,000 shares, issued 1,068 shares, historical and as adjusted

Paid-in capital in excess of par value

Accumulated other comprehensive loss

Retained earnings

Treasury stock, at cost—190 shares

Company shareholders’ equity

Noncontrolling interest in consolidated subsidiaries

Total Shareholders’ Equity

Total Capitalization

Assumes that $1,500,000,000 aggregate principal amount of the Tender Offer Notes are tendered and accepted for purchase in the tender offers in accordance with the prioritized acceptance levels and tender caps as described under “Summary—Concurrent Tender Offers” and that each series of Tender Offer Notes is tendered in the tender offers on or prior to the early tender deadline, based on pricing as of February 18, 2020 and an assumed purchase date of March 5, 2020. Does not reflect the payment of accrued and unpaid interest paid on such Tender Offer Notes purchased. The final amounts of Tender Offer Notes tendered and accepted for purchase and the pricing of such purchases may differ from the amounts assumed. Amounts may vary from amounts set forth in the table above depending on several factors, including whether, and to what extent, Tender Offer Notes are tendered in the tender offers.

In March 2019, we entered into a new $3.5 billion five-year revolving credit agreement, as further described under “Description of Other Indebtedness—Revolving Credit Agreement.” The full amount of the revolving credit facility was available as of December 31, 2019.

It is expected that delivery of the notes will be made against payment therefor on or about March 3, 2020, which is the ninth business day following the date hereof (such settlement cycle being referred to as “T+9”). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next six succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+9, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.