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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
November 19, 2018
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VIACOM INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32686
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20-3515052
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer Identification
Number)
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1515 Broadway, New York, NY
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(212) 258-6000
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 8 – Other Events
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Item 8.01
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Other Events.
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On November 19, 2018, Viacom Inc. issued a press release announcing the commencement of cash tender offers for certain of its outstanding senior notes and senior debentures. A copy of the press release is filed herewith as
Exhibit 99
and is incorporated by reference herein in its entirety.
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Section 9 – Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibit is filed as part of this Report on Form 8-K:
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Exhibit No.
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Description of Exhibit
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99
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VIACOM INC.
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By:
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/s/ Christa A. D’Alimonte
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Name:
Title:
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Christa A. D’Alimonte
Executive Vice President, General Counsel and Secretary
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Exhibit No.
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Description of Exhibit
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99
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Press release of Viacom Inc. dated November 19, 2018.
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Title of Security
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CUSIP
Number
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Principal
Amount
Outstanding
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Acceptance
Priority
Level
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Reference U.S.
Treasury
Security
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Bloomberg
Reference
Page
(1)
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Fixed Spread (basis points)
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Early
Tender
Premium
(per $1,000)
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Hypothetical
Total
Consideration
(per $1,000)
(2)
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Capped Tender Offer
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5.625% Senior Notes due 2019
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92553PAD4
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$
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550,000,000
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N/A
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0.875% UST due
September 15, 2019
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FIT3
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35
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$
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30.00
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$
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1,019.73
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Waterfall Tender Offers
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2.750% Senior Notes due 2019
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92553PAY8
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$
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252,345,000
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1
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1.375% UST due
December 15, 2019
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FIT4
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35
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$
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30.00
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$
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996.45
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4.500% Senior Debentures due 2042
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92553PAL6
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$
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62,837,000
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2
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3.000% UST due
August 15, 2048
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FIT1
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240
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$
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30.00
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$
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840.00
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4.875% Senior Debentures due 2043
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92553PAQ5
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$
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32,159,000
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3
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3.000% UST due
August 15, 2048
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FIT1
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240
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$
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30.00
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$
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884.86
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4.850% Senior Debentures due 2034
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92553PAZ5
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$
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284,345,000
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4
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3.000% UST due
August 15, 2048
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FIT1
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210
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$
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30.00
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$
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935.68
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3.450% Senior Notes due 2026
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92553PBB7
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$
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478,993,000
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5
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3.125% UST due
November 15, 2028
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FIT1
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125
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$
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30.00
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$
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941.41
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2.250% Senior Notes due 2022
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92553PBA9
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$
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103,022,000
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6
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2.875% UST due
October 31, 2023
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FIT1
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110
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$
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30.00
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$
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948.34
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5.250% Senior Debentures due 2044
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92553PAW2
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$
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347,623,000
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7
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3.000% UST due
August 15, 2048
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FIT1
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225
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$
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30.00
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$
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951.94
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3.250% Senior Notes due 2023
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92553PAR3
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$
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181,610,000
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8
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2.875% UST due
October 31, 2023
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FIT1
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120
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$
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30.00
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$
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966.76
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3.125% Senior Notes due 2022
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92553PAM4
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$
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195,375,000
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9
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2.875% UST due
October 31, 2023
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FIT1
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115
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$
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30.00
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$
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969.74
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3.875% Senior Notes due 2024
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92553PAX0
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$
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492,139,000
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10
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2.875% UST due
October 31, 2023
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FIT1
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110
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$
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30.00
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$
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993.83
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3.875% Senior Notes due 2021
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92553PAJ1
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$
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600,000,000
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11
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2.875% UST due
November 15, 2021
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FIT1
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75
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$
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30.00
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$
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1,007.33
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4.250% Senior Notes due 2023
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92553PAT9
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$
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1,250,000,000
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12
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2.875% UST due
October 31, 2023
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FIT1
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105
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$
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30.00
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$
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1,012.06
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4.500% Senior Notes due 2021
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925524BG4
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$
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500,000,000
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13
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2.875% UST due
November 15, 2021
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FIT1
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80
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$
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30.00
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$
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1,017.70
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5.850% Senior Debentures due 2043
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92553PAU6
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$
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1,250,000,000
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14
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3.000% UST due
August 15, 2048
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FIT1
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230
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$
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30.00
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$
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1,025.19
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(1)
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The applicable page on Bloomberg from which the dealer managers will quote the bid side prices of the applicable U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
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(2)
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The Hypothetical Total Consideration (as noted in the above table) is inclusive of the Early Tender Premium (as defined below) but exclusive of Accrued Interest (as defined below) and is based on the reference yield of the Reference U.S. Treasury Security (as set forth above) as of 11:00 a.m., New York City time, on November 16, 2018, assuming an Early Settlement Date (as defined below) of December 5, 2018. The actual reference yields of the Reference U.S. Treasury Securities will be determined by the dealer managers based on certain quotes available at 11:00 a.m., New York City time, on the price determination date, which is expected to be December 4, 2018.
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