Issuer:

Security:

Pricing Date/Closing Date:

Size:

Underwriters’ Option to Purchase
Additional Depositary Shares:

Public Offering Price:

Purchase Price by Underwriters:

Net proceeds to issuer (after expenses):

Listing:

Liquidation Preference:

CUSIP / ISIN:

Joint Bookrunners:

Morgan Stanley & Co. LLC

Lead Managers:

Co-managers:

Security:

Size:

Liquidation Preference:

Dividends:

5.375% of the liquidation preference of $500 per Mandatory Convertible Preferred Share per year (equivalent to $26.8750 per annum per share of Mandatory Convertible Preferred Stock, corresponding to $2.6875 per annum per Depositary Share), if declared by the Company’s board of directors or an authorized committee thereof, payable in cash or, subject to certain limitations, by delivery of the Company’s shares of Common Stock or any combination of cash and Common Stock, as determined by the Company in its sole discretion. The expected dividend payable on the first Dividend Payment Date is approximately $7.53993 per share of Mandatory Convertible Preferred Stock (equivalent to $0.753993 per Depositary Share) and will therefore be more than a regular full quarterly dividend. Each subsequent dividend for a full dividend period is expected to be approximately $6.71875 per share of Mandatory Convertible Preferred Stock (equivalent to $0.671875 per Depositary Share). If the Company elects to make any such payment of a declared dividend, or any portion thereof, in shares

of Common Stock, such shares shall be valued for such purpose at the average VWAP per share of Common Stock over the five consecutive trading day period ending on the second trading day immediately preceding the applicable Dividend Payment Date (the “Average Price”), multiplied by 97%. Notwithstanding the foregoing, in no event will the number of shares of Common Stock delivered in connection with any declared dividend exceed a number equal to the total dividend payment divided by the Floor Price. To the extent that the amount of the declared dividend exceeds the product of the number of shares of Common Stock delivered in connection with such declared dividend and the Average Price, the Company will, if it is legally able to do so, pay such excess amount in cash.

Floor Price for Mandatory Convertible Preferred Stock:

Dividend record dates:

Dividend Payment Dates:

Dividend period:

Acquisition Termination Redemption:

Mandatory Conversion Date:

Conversion Rate:

Conversion at the Option of the Holder:

Conversion at the Option of the Holder upon a Fundamental Change; Fundamental Change Dividend Make-whole Amount:

If the Company is the subject of specified Fundamental Changes (as defined in the Preliminary Prospectus Supplement) on or prior to the Mandatory Conversion Date, holders of the Mandatory Convertible Preferred Stock will have the right to convert their Mandatory Convertible Preferred Stock, in whole or in part, into Common Stock at the Fundamental Change Conversion Rate during the period beginning on the effective date of such Fundamental Change and ending on the date that is 20 calendar days after the effective date (or, if earlier, the Mandatory Conversion Date). The Fundamental Change Conversion Rate will be determined based on the effective date of the transaction (the “Fundamental Change Effective Date”) and the price (the “Fundamental Change Share price”) paid per share of Common Stock of the Company in

such transaction (see table below). Holders who convert Mandatory Convertible Preferred Stock within that time frame will also receive: (1) a Fundamental Change Dividend Make-whole Amount equal to the present value (calculated using a discount rate of 5.375% per annum) of all dividend payments on such shares (excluding any accumulated and unpaid dividends for any dividend period prior to the Fundamental Change Effective Date, including for the dividend period, if any, from the Dividend Payment Date immediately preceding the Fundamental Change Effective Date to but excluding the Fundamental Change Effective Date (collectively, the “Accumulated Dividend Amount”)) for all the remaining full dividend periods and for the partial dividend period from and including the Fundamental Change Effective Date to but excluding the next Dividend Payment Date (the “Fundamental Change Dividend Make-whole Amount”); and (2) to the extent that there is any Accumulated Dividend Amount, the Accumulated Dividend Amount, in the case of clauses (1) and (2), subject to the Company’s right to deliver Common Stock in lieu of all or part of such amounts as described in the Preliminary Prospectus Supplement.

Fundamental Change Conversion Rate:

Fundamental

Change
Effective Date

September 22, 2014

October 1, 2015

October 1, 2016

October 1, 2017

Cash and cash equivalents

Short-term borrowings

Commercial paper

Long-term debt, including current portion

Total debt

Noncontrolling interests

Preferred Stock

Class A Stock, $100.00 par value per share; 660,000 shares authorized, 546,024 shares issued and outstanding, actual, as adjusted and as further adjusted

Mandatory Convertible Preferred Stock, $1.00 par value per share; no shares authorized, issued and outstanding, actual; 2,500,000 shares authorized, issued and outstanding, as adjusted and as further adjusted

Common stock, $1.00 par value per share; 1,800,000,000 shares authorized, 1,267,290,820 shares issued and 1,174,130,317 shares outstanding, actual, as adjusted and as further adjusted⁽¹⁾

Additional capital

Retained earnings

Treasury stock, at cost

Accumulated other comprehensive loss

Total equity

Total capitalization