Joint Book-Running Managers:

Goldman, Sachs & Co.

Barclays Capital Inc.

Merrill Lynch, Pierce, Fenner & Smith

                      Incorporated

Mitsubishi UFJ Securities (USA), Inc.

Co-Managers:

Credit Agricole Securities (USA) Inc.

HSBC Securities (USA) Inc.

Standard Chartered Bank

Wells Fargo Securities, LLC

The notes will be redeemable in whole at any time or, in part from time to time, at the Issuer’s option, at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed, or

(2) as determined by a quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 15 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the date of redemption.

If the Principal Closing of Issuer’s acquisition of Cordis (the “Cordis Acquisition”) does not occur on or prior to March 31, 2016, or the Stock and Asset Purchase Agreement for the Cordis Acquisition (the “Cordis Purchase Agreement”) is terminated, the Issuer will be required to redeem all of the outstanding notes on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special redemption date.

The term “special redemption date” means the earlier to occur of (1) May 30, 2016, if the Principal Closing of the Cordis Acquisition has not occurred on or prior to March 31, 2016, or (2) the 60th day (or if such day is not a business day, the first business day thereafter) following the termination of the Cordis Purchase Agreement for any reason.

The notes will be redeemable, prior to June 15, 2025 (three months prior to their maturity), in whole at any time or, in part from time to time, at the Issuer’s option, at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed, or

(2) as determined by a quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes of such series matured on June 15, 2025, (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the date of redemption.

The Issuer may also redeem some or all of the notes on or after June 15, 2025 (three months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The notes will be redeemable, prior to March 15, 2045 (six months prior to their maturity), in whole at any time or, in part from time to time, at the Issuer’s option, at a redemption price equal to the greater of:

(1) 100% of the principal amount of the notes to be redeemed, or

(2) as determined by a quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes of such series matured on March 15, 2045 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the date of redemption.

The Issuer may also redeem some or all of the notes on or after March 15, 2045 (six months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If the Principal Closing of Issuer’s acquisition of Cordis (the “Cordis Acquisition”) does not occur on or prior to March 31, 2016, or the Stock and Asset Purchase Agreement for the Cordis Acquisition (the “Cordis Purchase Agreement”) is terminated, the Issuer will be required to redeem all of the outstanding notes on a special mandatory redemption date at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special redemption date.

The term “special redemption date” means the earlier to occur of (1) May 30, 2016, if the Principal Closing of the Cordis Acquisition has not occurred on or prior to March 31, 2016, or (2) the 60th day (or if such day is not a business day, the first business day thereafter) following the termination of the Cordis Purchase Agreement for any reason.

We expect that delivery of the notes will be made to investors on or about the 5^th business day following the date of this prospectus supplement (such settlement being referred to as ‘‘T+5’’). Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next four succeeding business days will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any