Obbligazione Freeport McMoRan Inc. 5.4% ( US35671DBJ37 ) in USD

Freeport McMoRan Inc.

102.64 USD ▼

Stati Uniti

US35671DBJ37 ( in USD )

5.4% per anno ( pagato 2 volte l'anno)

13/11/2034

Prospetto opuscolo dell'obbligazione Freeport-Mcmoran INC US35671DBJ37 en USD 5.4%, scadenza 13/11/2034

2 000 USD

749 710 000 USD

35671DBJ3

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

14/05/2026 ( In 95 giorni )

Freeport-McMoRan Inc. è una società mineraria statunitense con attività principali nell'estrazione di rame, oro e molibdeno, operante in Nord America, Sud America e Indonesia.

The Obbligazione issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DBJ37, pays a coupon of 5.4% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 13/11/2034

The Obbligazione issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DBJ37, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DBJ37, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B5 1 d816883d424b5.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-179420
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price
Registration Fee(1)
2.30% Senior Notes due 2017

$750,000,000

$87,150.00
4.00% Senior Notes due 2021

$600,000,000

$69,720.00
4.55% Senior Notes due 2024

$850,000,000

$98,770.00
5.40% Senior Notes due 2034

$800,000,000

$92,960.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus supplement
(To Prospectus dated November 10, 2014)

Freeport-McMoRan Inc.
$3,000,000,000
$750,000,000 2.30% Senior Notes due 2017
$600,000,000 4.00% Senior Notes due 2021
$850,000,000 4.55% Senior Notes due 2024
$800,000,000 5.40% Senior Notes due 2034
Interest payable May 14 and November 14
Issue price: 99.934%, 99.619%, 99.905% and 99.516%, respectively

The 2.30% Senior Notes due 2017 (the "2017 senior notes") will mature on November 14, 2017, the 4.00% Senior Notes due 2021 (the "2021 senior notes") will mature
on November 14, 2021, the 4.55% Senior Notes due 2024 (the "2024 senior notes") will mature on November 14, 2024 and the 5.40% Senior Notes due 2034 (the "2034
senior notes") will mature on November 14, 2034. Interest will accrue from November 14, 2014 and the first interest payment date will be May 14, 2015. We collectively
refer to the 2017 senior notes, the 2021 senior notes, the 2024 senior notes and the 2034 senior notes as the "notes."
We have the option to redeem some or all of the notes at any time and from time to time, as described under the heading "Description of the notes--Optional
redemption." If a change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of their principal amount,
plus accrued and unpaid interest, if any, to the date of purchase. See "Description of the notes--Change of control triggering event."
The notes will be fully and unconditionally guaranteed by our wholly owned subsidiary Freeport-McMoRan Oil & Gas LLC ("FM O&G" or the "guarantor"). The notes
and the guarantee thereof will be our and the guarantor's senior unsecured obligations and will rank senior in right of payment to any of our and the guarantor's future
subordinated indebtedness, equally in right of payment with all of our and the guarantor's existing and future unsecured and unsubordinated indebtedness, effectively
subordinated in right of payment to any secured indebtedness that we and the guarantor may have or incur in the future to the extent of the value of the assets securing
such indebtedness and structurally subordinated to the indebtedness and other liabilities (including trade accounts payable) of our subsidiaries, other than the guarantor, and
the guarantor's subsidiaries.

Investing in the notes involves risks. See "Risk factors" beginning on page S-5 for a discussion of certain risks that you should consider in connection with an
investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that this
prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Per 2017
Per 2021
Per 2024
Per 2034
Senior
Senior
Senior
Senior

Note
Total

Note
Total

Note
Total

Note
Total

Public offering price(1)
99.934% $749,505,000 99.619% $597,714,000 99.905% $849,192,500 99.516% $796,128,000
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
Underwriting discounts and commissions

0.450% $
3,375,000
0.625% $
3,750,000
0.650% $
5,525,000
0.875% $
7,000,000
Proceeds to us before expenses(1)
99.484% $746,130,000 98.994% $593,964,000 99.255% $843,667,500 98.641% $789,128,000

(1) Plus accrued interest from November 14, 2014, if settlement occurs after that date.
The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Currently, there are no public markets for the notes.

The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company for the benefit of its participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about November 14, 2014.

Joint book-running managers

BofA Merrill Lynch

Citigroup

J.P. Morgan
BNP PARIBAS

HSBC

MUFG
Mizuho Securities

Scotiabank

SMBC Nikko

Senior co-managers

BBVA

BMO Capital Markets

Credit Agricole CIB

Santander
SOCIETE GENERALE

Standard Chartered Bank
US Bancorp

Wells Fargo Securities

Co-managers

CIBC

Deutsche Bank Securities

Goldman, Sachs & Co.

RBC Capital Markets

TD Securities
Banca IMI

Capital One Securities

Natixis
The Williams Capital Group, L.P.
UBS Investment Bank
November 10, 2014
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and in any related free writing prospectus or other information to
which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information contained and incorporated by reference in
this prospectus supplement, the accompanying prospectus and any free writing prospectus with respect to this offering filed by us with the
Securities and Exchange Commission (the "SEC") is only accurate as of the respective dates of such documents. Our business, financial
condition, results of operations and prospects may have changed since that date.

Table of contents
Prospectus supplement

Page

Page
Cautionary statement regarding forward-looking statements S-ii
Ratio of earnings to fixed charges
S-13
Industry and other information
S-iii
Description of the notes
S-14
Prospectus supplement summary
S-1
Material United States federal tax considerations
S-31
Risk factors
S-5
Underwriting
S-35
Use of proceeds
S-9
Legal matters
S-39
Capitalization
S-10
Experts
S-39
Selected consolidated historical financial data
S-11
Reserves
S-39
Where you can find more information
S-40

Prospectus

Page

Page
About this prospectus

1
Description of purchase contracts

6
Risk factors

1
Description of units

6
Freeport-McMoRan Inc.

1
Forms of securities

7
Use of proceeds

1
Plan of distribution

8
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
Ratio of earnings to fixed charges

2
Where you can find more information

9
Description of securities

2
Information concerning forward-looking statements

12
Description of capital stock

2
Legal opinions

12
Description of debt securities

5
Experts

12
Description of guarantees

6
Reserves

13
Description of warrants

6

Except as otherwise described herein or the context otherwise requires (including the cover hereto), each reference to (i) "FCX," "we," "us," "our"
and "ours" means Freeport-McMoRan Inc. and its consolidated subsidiaries and (ii) "FM O&G" or the "guarantor" means Freeport-McMoRan
Oil & Gas LLC.

S-i
Table of Contents
Cautionary statement regarding forward-looking statements
This prospectus supplement, the accompanying prospectus and any related free writing prospectus we prepare or authorize, including the
documents incorporated by reference herein and therein, contain "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking information is intended to be covered by the safe harbor to "forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995. These statements may be made directly in this prospectus supplement or the accompanying prospectus or may be
incorporated in this prospectus supplement, the accompanying prospectus or in any related free writing prospectus we prepare or authorize by
reference to other documents and may include statements for the period following the completion of this transaction. Representatives of FCX may
also make forward-looking statements.
Forward-looking statements are all statements other than statements of historical facts, such as projections or expectations relating to ore grades and
milling rates, production and sales volumes, unit net cash costs, cash production costs per barrel of oil equivalent ("BOE"), operating cash flows,
capital expenditures, exploration efforts and results, development and production activities and costs, liquidity, tax rates, the impact of copper,
gold, molybdenum, cobalt, crude oil and natural gas price changes, the impact of derivative positions, the impact of deferred intercompany profits
on earnings, reserve estimates, future dividend payments, debt reduction and share purchases. The words "anticipates," "may," "can," "plans,"
"believes," "potential," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be" and any similar expressions are
intended to identify those assertions as forward-looking statements. The declaration of dividends is at the discretion of our Board of Directors ("the
Board") and will depend on our financial results, cash requirements, future prospects, and other factors deemed relevant by the Board.
We caution readers that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from
those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially
from those anticipated in the forward-looking statements include supply of and demand for, and prices of copper, gold, molybdenum, cobalt, crude
oil and natural gas, mine sequencing, production rates, industry risks, regulatory changes, political risks, drilling results, the outcome of
negotiations with the Indonesian government regarding an amendment to PT Freeport Indonesia's ("PT-FI") Contract of Work, the potential
effects of violence in Indonesia, the resolution of administrative disputes in the Democratic Republic of Congo, weather- and climate-related risks,
labor relations, environmental risks, litigation results, currency translation risks and other factors described in more detail under the heading "Risk
Factors" in our annual report on Form 10-K for the year ended December 31, 2013 and in our quarterly report on Form 10-Q for the quarter ended
September 30, 2014, filed with the SEC as updated by our subsequent filings with the SEC.
Investors are cautioned that many of the assumptions on which our forward-looking statements are based are likely to change after our forward-
looking statements are made, including for example commodity prices, which we cannot control, and production volumes and costs, some aspects
of which we may or may not be able to control. Further, we may make changes to our business plans that could or will affect our results. We
caution investors that we do not intend to update forward-looking statements more frequently than quarterly notwithstanding any changes in our
assumptions, changes in business plans, actual experience or other changes, and we undertake no obligation to update any forward-looking
statements.

S-ii
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
Table of Contents
Industry and other information
Unless we indicate otherwise, we base the information concerning the mining and oil and gas industries contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus on our general knowledge of and expectations concerning the industry. Our market
positions and market shares are based on our estimates using data from various industry sources and assumptions that we believe to be reasonable
based on our knowledge of the mining and oil and gas industries. We have not independently verified data from industry sources and cannot
guarantee its accuracy or completeness. In addition, we believe that data regarding the mining and oil and gas industries and our market positions
and market shares within such industries provide general guidance but are inherently imprecise. Further, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed in the "Risk Factors" in our annual report on Form 10-K
for the year ended December 31, 2013 and in our quarterly report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC as
updated by our subsequent filings with the SEC.

S-iii
Table of Contents
Prospectus supplement summary
This summary highlights certain information contained elsewhere or incorporated by reference in this prospectus supplement. Because this is
only a summary, it does not contain all the information that may be important to you. For a more complete understanding of our business and
this offering, you should read the entire prospectus supplement and the accompanying prospectus and the documents incorporated herein and
therein by reference, including the annual and interim financial statements included elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should also carefully consider the matters discussed under "Risk factors."
Overview
Freeport-McMoRan Inc., or FCX, is a leading international natural resources company with headquarters in Phoenix, Arizona. We operate
large, long-lived, geographically diverse assets with significant proven and probable reserves of copper, gold, molybdenum, cobalt, crude oil
and natural gas. We have a dynamic portfolio of operating, expansion and growth projects in the copper industry. We are also the world's
largest producer of molybdenum and a significant gold, oil and natural gas producer. Our portfolio of mining assets includes the Grasberg
minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in the Americas, including the
large-scale Morenci minerals district in North America and the Cerro Verde operation in South America; and the Tenke Fungurume minerals
district in the Democratic Republic of Congo. Our portfolio of oil and natural gas assets includes oil production facilities in California,
significant production facilities and growth potential in the Deepwater Gulf of Mexico, large onshore resources in the Haynesville natural gas
shale play in Louisiana and natural gas production from the Madden area in Wyoming. In addition, we are an industry leader in the emerging
Inboard Lower Tertiary/Cretaceous natural gas trend with sizeable potential, located offshore in the shallow waters of the Gulf of Mexico and
onshore in South Louisiana.
Our principal executive offices are located at 333 North Central Avenue, Phoenix, Arizona 85004-2189, and our telephone number at that
address is (602) 366-8100. We maintain a website at http://www.fcx.com, where general information about us is available. Information on or
accessible through our website is not a part of, and we are not incorporating the contents of our website or other such information into, this
prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
The offering
The following summary contains basic information about the notes and is not intended to be complete. It may not contain all of the
information that may be important to you. For a more complete description of the notes, see "Description of the notes." In this summary of
the offering, the words "FCX," "we," "us" and "our" refer only to Freeport-McMoRan Inc. and not to any of its subsidiaries; and the words
"FM O&G" or the "guarantor" refer only to Freeport-McMoRan Oil & Gas LLC and not any of its subsidiaries. Unless otherwise required
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
by the context, we use the term "notes" in this prospectus supplement to refer collectively to the 2.30% Senior Notes due 2017, the 4.00%
Senior Notes due 2021, the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034.

Issuer
Freeport-McMoRan Inc., a Delaware corporation

Securities offered
$750,000,000 in aggregate principal amount of 2.30% Senior Notes due 2017 (the "2017
senior notes").

$600,000,000 in aggregate principal amount of 4.00% Senior Notes due 2021 (the "2021

senior notes").

$850,000,000 in aggregate principal amount of 4.55% Senior Notes due 2024 (the "2024

senior notes").

$800,000,000 in aggregate principal amount of 5.40% Senior Notes due 2034 (the "2034

senior notes").

Maturity
The 2017 senior notes will mature on November 14, 2017.

The 2021 senior notes will mature on November 14, 2021.

The 2024 senior notes will mature on November 14, 2024.

The 2034 senior notes will mature on November 14, 2034.

Interest and payment dates
The 2017 senior notes will accrue interest from November 14, 2014 at a rate of 2.30%
per annum, payable on May 14 and November 14 of each year, beginning on May 14,
2015.

The 2021 senior notes will accrue interest from November 14, 2014 at a rate of 4.00%

per annum, payable on May 14 and November 14 of each year, beginning on May 14,
2015.

The 2024 senior notes will accrue interest from November 14, 2014 at a rate of 4.55%

per annum, payable on May 14 and November 14 of each year, beginning on May 14,
2015.

The 2034 senior notes will accrue interest from November 14, 2014 at a rate of 5.40%

per annum, payable on May 14 and November 14 of each year, beginning on May 14,
2015.

Guarantee
The notes will be fully and unconditionally guaranteed by our wholly owned subsidiary
FM O&G and its guarantee of the notes:

· will be a general unsecured obligation of the guarantor;

· will rank equally in right of payment with all existing and future unsecured and

unsubordinated indebtedness of the guarantor, but

S-2
Table of Contents
will be effectively subordinated to all of the guarantor's future secured
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement

indebtedness to the extent of the value of the assets securing such indebtedness;
and

· will be senior in right of payment to any future subordinated indebtedness of the

guarantor.

In addition, each of the guarantor's subsidiaries, if any, that becomes a guarantor of our
obligations under certain of our material indebtedness or the guarantor's obligations
under certain of its material indebtedness will enter into a supplemental indenture,

pursuant to which such subsidiary will agree to jointly and severally and fully and
unconditionally guarantee our obligations under the notes and the indenture. See
"Description of the notes--Additional guarantors."

Ranking
The indebtedness evidenced by the notes and the guarantee will be our and the
guarantor's senior unsecured obligations and will rank senior in right of payment to any
of our and the guarantor's future subordinated indebtedness and equally in right of
payment with all of our and the guarantor's existing and future unsecured and
unsubordinated indebtedness. The notes will be effectively subordinated in right of
payment to any future secured indebtedness that we and the guarantor may have or incur
to the extent of the value of the assets securing such indebtedness and will be
structurally subordinated to the indebtedness and other liabilities (including trade
accounts payable) of our subsidiaries, other than the guarantor, and the guarantor's
subsidiaries.

As of September 30, 2014, we and our consolidated subsidiaries together had
outstanding indebtedness of approximately $19.6 billion that will rank equally with the
notes, we had no material secured indebtedness outstanding (excluding secured

indebtedness of our subsidiaries), our subsidiaries other than the guarantor had
approximately $20.3 billion of outstanding indebtedness and other liabilities and the
guarantor had outstanding indebtedness of approximately $4.6 billion that will rank
equally with its guarantee of the notes and no secured indebtedness outstanding.

Form and denomination
The notes will be issued in the form of several registered notes in global form, without
interest coupons, in denominations of $2,000 or integral multiples of $1,000 in excess
thereof. Upon issuance, each of the global notes will be deposited with the Trustee (as
defined herein) as custodian for The Depository Trust Company ("DTC") and registered
in the name of Cede & Co., as nominee of DTC. Ownership of beneficial interests in
each global note will be limited to persons who have accounts with DTC ("DTC
participants") or persons who hold interests through DTC participants. Beneficial
interests in the global notes may not be exchanged for notes in physical, certificated
form except in the limited circumstances described under "Description of the notes--
Book-entry notes."

S-3
Table of Contents
Optional redemption
We may redeem the notes, in whole or in part, at any time and from time to time as
described under the heading "Description of the notes--Optional redemption."

Offer to repurchase upon change of control triggering If we experience a Change of Control Triggering Event (as defined herein), we will be
event
required, unless we have already exercised our option to redeem the notes of the
applicable series, to offer to purchase the notes of the applicable series at a purchase
price equal to 101% of their principal amount, plus accrued and unpaid interest, if any,
to the date of purchase. See "Description of the notes--Change of control triggering
event."

http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
Certain covenants
The indenture governing the notes contains covenants that restrict our ability, with
certain exceptions, to incur debt secured by liens, engage in sale and leaseback
transactions and merge or consolidate with another entity, or sell, transfer or lease all or
substantially all of our assets.

No prior market
The notes will be a new class of securities for which there is currently no market. We do
not intend to apply for the notes to be listed on any securities exchange or to arrange for
the notes to be quoted on any automated interdealer quotation system. Although each
underwriter has informed us that it currently intends to make a market in the notes, the
underwriters are not obligated to do so, and may discontinue market making activities at
any time without notice. Accordingly, we cannot assure you that a liquid market for the
notes will develop or be maintained.

Use of proceeds
We estimate that the net proceeds from the offering will be approximately
$2.967 billion, after deducting the underwriting discounts and commissions and our
estimated offering expenses. We intend to use the net proceeds from this offering to
repay certain of our existing indebtedness. See "Use of proceeds."

Governing law
The notes will be, and the indenture is, governed by the laws of the State of New York.

Risk factors
Investing in the notes involves substantial risks. You should carefully consider all the
information in this prospectus supplement, the accompanying prospectus and the
documents incorporated herein and therein by reference prior to investing in the notes.
In particular, we urge you to carefully consider the factors set forth under "Risk factors"
in this prospectus in addition to the risks described under the heading "Risk Factors" in
our annual report on Form 10-K for the year ended December 31, 2013 and in our
quarterly report on Form 10-Q for the quarter ended September 30, 2014, filed with the
SEC as updated by our subsequent filings with the SEC.

Trustee, registrar and paying agent
U.S. Bank National Association

S-4
Table of Contents
Risk factors
Investing in the notes involves risk. Prior to making a decision about investing in our securities, and in consultation with your own financial and
legal advisors, you should carefully consider the following risk factors, as well as the risk factors incorporated by reference in this prospectus
supplement from our annual report on Form 10-K for the year ended December 31, 2013 and in our quarterly report on Form 10-Q for the
quarter ended September 30, 2014 under the heading "Risk Factors," as updated by our subsequent filings with the SEC. You should also refer to
the other information in this prospectus supplement and the accompanying prospectus, including our financial statements and the related notes
incorporated by reference into this prospectus supplement.
Risks related to the notes
The notes are subject to prior claims of our secured creditors and the creditors of our subsidiaries that do not guarantee the notes, and if a
default occurs we may not have sufficient funds to fulfill our obligations under the notes.
The indebtedness evidenced by the notes and the guarantee will be senior unsecured obligations and will rank equally in right of payment with all
of our and the guarantor's existing and future unsecured and unsubordinated indebtedness. The notes will be effectively subordinated in right of
payment to any secured indebtedness that we and the guarantor may have or incur in the future to the extent of the value of the assets securing such
indebtedness and will be structurally subordinated to the indebtedness and other liabilities (including trade accounts payable) of our subsidiaries,
other than the guarantor, and the guarantor's subsidiaries. The indenture governing the notes permits us and our subsidiaries and the guarantor and
its subsidiaries to incur secured debt under specified circumstances. If we or the guarantor incur any secured debt, our assets or the guarantor's
assets, as the case may be, and the assets of our and the guarantor's subsidiaries, as the case may be, will be subject to prior claims by our and the
guarantor's secured creditors. In the event of our or the guarantor's bankruptcy, liquidation, reorganization or other winding up, assets that secure
debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
participate in our or the guarantor's remaining assets ratably with all of our and the guarantor's unsecured and unsubordinated creditors, including
our and the guarantor's trade creditors.
If we or the guarantor incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations
will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our or the guarantor's insolvency, liquidation,
reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient
assets remaining to pay all of these creditors, all or a portion of the notes then outstanding would remain unpaid.
As of September 30, 2014, we and our consolidated subsidiaries together had outstanding indebtedness of approximately $19.6 billion that will
rank equally with the notes, we had no material secured indebtedness outstanding (excluding secured indebtedness of our subsidiaries), our
subsidiaries other than the guarantor had approximately $20.3 billion of outstanding indebtedness and other liabilities and the guarantor had
outstanding indebtedness of approximately $4.6 billion that will rank equally with its guarantee of the notes and no secured indebtedness
outstanding.
The indenture does not limit the amount of indebtedness that we and our subsidiaries may incur.
The indenture under which the notes will be issued does not limit the amount of indebtedness that we and our subsidiaries may incur. The
indenture does not contain any financial covenants or other provisions that would afford the holders of the notes any substantial protection in the
event we participate in a highly leveraged transaction.

S-5
Table of Contents
The guarantee of the notes by the guarantor could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state
law, which would prevent the holders of the notes from relying on the guarantor to satisfy claims.
The notes will be fully and unconditionally guaranteed by the guarantor. However, under U.S. bankruptcy law and comparable provisions of state
fraudulent transfer laws, the guarantee of the notes can be voided, or claims under the guarantee may be subordinated to all other debts of the
guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by the guarantee of the notes or, in some states,
when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the
guarantee and:

· was insolvent or rendered insolvent by reason of such incurrence;

· was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
A court would likely find that the guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the guarantor did
not substantially benefit directly or indirectly from the issuance of the notes. The guarantor's guarantee of the notes may also be voided without
regard to the above factors if a court finds that the guarantor entered into the guarantee with the actual intent to hinder, delay or defraud its
creditors. If a court were to void the guarantee, you would no longer have a claim against the guarantor. Sufficient funds to repay the notes may not
be available from other sources. In addition, the court might direct you to repay any amounts that you already received from the guarantor.
The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, the guarantor would be
considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing

debts, including contingent liabilities, as they became absolute and mature; or

· it could not pay its debts as they became due.
The guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the
incurrence of obligations under the guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantee from being
voided under fraudulent transfer law.
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and also
require us to meet financial maintenance tests and other covenants. The failure to comply with such tests and covenants could have a
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement
material adverse effect on us.
The agreements governing our indebtedness contain various covenants, subject to exceptions, including covenants that restrict our ability to:

· incur additional indebtedness;

· create liens on our assets;

· use assets as security in other transactions;

· sell assets;

· merge with or into other companies; and

S-6
Table of Contents

· enter into sale and leaseback transactions.
In addition, our credit facility requires that we meet certain financial tests, including a leverage ratio test and an interest coverage ratio test. During
periods in which copper, gold, molybdenum, crude oil or natural gas prices or production volumes, or other conditions, reflect the adverse impact
of cyclical market trends or other factors, we may not be able to comply with the applicable financial covenants.
Any failure to comply with the restrictions of our credit facility or any agreement governing our other indebtedness may result in an event of
default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-
acceleration or cross-default provisions in other debt. Our assets and cash flow may not be sufficient to fully repay borrowings under our
outstanding debt instruments, either upon maturity or, if accelerated, upon an event of default.
If, when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our credit facility,
or if a default otherwise occurs, the lenders under our credit facility could elect to terminate their commitments thereunder, cease making further
loans and declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable. Any such actions
could force us into bankruptcy or liquidation, and we may not be able to repay our obligations under the notes in such an event.
Changes in our credit ratings may adversely affect the value of the notes.
We cannot provide assurance as to the credit ratings that may be assigned to the notes or that any such credit ratings will remain in effect for any
given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating
agency's judgment, circumstances warrant such an action. Further, any such ratings will be limited in scope and will not address all material risks
relating to an investment in the notes, but rather will reflect only the view of each rating agency at the time the rating is issued. An explanation of
the significance of such rating may be obtained from such rating agency. Actual or anticipated changes or downgrades in our credit ratings,
including any announcement that our ratings are under further review for a downgrade, could adversely affect the market value of the notes and
increase our corporate borrowing costs.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.
Our holding company structure may impact your ability to receive payment on the notes.
We are a holding company with no material assets other than the capital stock of our subsidiaries. As a result, our ability to repay our indebtedness,
including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend,
debt repayment or otherwise. Our subsidiaries, other than the guarantor, do not have any obligation to pay amounts due on the notes or to make
funds available for that purpose. In addition, our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make
payments in respect of our indebtedness, including each series of the notes. Each of our subsidiaries is a distinct legal entity and, under certain
circumstances, legal and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our
ability to obtain cash from our subsidiaries. Although the notes are unsubordinated obligations, they will be structurally subordinated to all
liabilities of our subsidiaries, other than the guarantor, to the extent of their assets. Our rights to participate in any distribution of such subsidiaries'
assets upon their liquidation, reorganization or insolvency would generally be subject to the prior claims of the subsidiaries' creators, including any
trade creditors and preferred shareholders.
http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Prospectus Supplement

S-7
Table of Contents
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes, we will be required to make an offer to
purchase the notes in cash at the redemption price described in this prospectus supplement. However, we may not be able to repurchase the notes
upon a Change of Control Triggering Event because we may not have sufficient funds to do so. In addition, agreements governing indebtedness
incurred in the future may restrict us from purchasing the notes in the event of a Change of Control Triggering Event. Any failure to purchase
properly tendered notes would constitute an event of default under the indenture governing the notes, which could, in turn, cause an acceleration of
our other indebtedness. See "Description of the notes--Change of control triggering event."
There are no public markets for the notes, and markets for the notes may not develop.
The underwriters have advised us that they currently intend to make a market in the notes of each series. However, the underwriters are not
obligated to do so and any underwriter may discontinue its market-making activities at any time without notice. We do not intend to apply for a
listing of the notes of any series on any securities exchange or automated interdealer quotation system.
The notes of each series will be a new class of securities for which there is no established public trading market, and no assurance can be given as
to:

· the liquidity of any such market that may develop;

· the ability of holders of the notes to sell their notes; or

· the prices at which the holders of the notes would be able to sell their notes.
If such markets were to exist, the notes could trade at prices that may be higher or lower than their principal amounts or purchase prices,
depending on many factors, including:

· prevailing interest rates and the markets for similar securities;

· the interest of securities dealers in making a market;

· the market price of our common stock;

· general economic conditions; and

· our financial condition, historic financial performance and future prospects.

S-8
Table of Contents
Use of proceeds
We estimate that the net proceeds from the offering will be approximately $2.967 billion, after deducting the underwriting discount and
commissions and our estimated offering expenses. We intend to use the net proceeds from this offering to repay certain of our existing
indebtedness.

S-9
Table of Contents
Capitalization
The following table sets forth our unaudited capitalization as of September 30, 2014 on an as reported basis, and as adjusted to give effect to:

http://www.sec.gov/Archives/edgar/data/831259/000119312514409288/d816883d424b5.htm[11/13/2014 9:16:33 AM]

Document Outline

#1">
- #1">