Obligation Continental Resources 4.375% ( US212015AS02 ) en USD

Continental Resources

93.99 % ⇌

Etas-Unis

US212015AS02 ( en USD )

4.375% par an ( paiement semestriel )

14/01/2028

Prospectus brochure de l'obligation Continental Resources US212015AS02 en USD 4.375%, échéance 14/01/2028

2 000 USD

999 700 000 USD

212015AS0

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

15/07/2024 ( Dans 58 jours )

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AS02, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2028

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AS02, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AS02, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d512689d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-224181
PROSPECTUS

Offer to Exchange
Up To $1,000,000,000 of
4.375% Senior Notes due 2028 (CUSIP Nos. 212015 AR2 and U21180 AF8)
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $1,000,000,000 of
4.375% Senior Notes due 2028 (CUSIP No. 212015 AS0)
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 4.375% Senior Notes due 2028 Offered in the Exchange Offer:

· The terms of the new notes due 2028 (CUSIP No. 212015 AS0 (the "new notes")) are identical to the terms of the old notes due 2028
that were issued on December 8, 2017 (CUSIP Nos. 212015 AR2 and U21180 AF8 (the "old notes")), except that the new notes will be

registered under the Securities Act of 1933 and will not contain restrictions on transfer, registration rights or provisions for additional
interest. The new notes and the old notes are collectively referred to as the "notes."
Terms of the Exchange Offer:

· We are offering to exchange up to $1,000,000,000 of our old notes for new notes with materially identical terms that have been registered
under the Securities Act of 1933 and are freely tradable.

· We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal
amount of new notes.

· The exchange offer expires at 5:00 p.m., New York City time, on May 23, 2018, unless extended.

· Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

· The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes.

· Broker-dealers who receive new notes pursuant to the exchange offer acknowledge that they will deliver a prospectus in connection with any
resale of such new notes.

· Broker-dealers who acquired the old notes as a result of market-making or other trading activities may use the prospectus for the exchange
offer, as supplemented or amended, in connection with resales of the new notes.

You should carefully consider the risk factors beginning on page 7 of this prospectus before participating in
the exchange offer.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 19, 2018
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment
decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter
of transmittal. We have not authorized anyone to provide you with any other information. We are not making an offer to sell these
securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the
person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You
should not assume that the information contained in this prospectus, as well as the information we previously filed with the Securities and
Exchange Commission that is incorporated by reference herein, is accurate as of any date other than its respective date.
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements

i
Prospectus Summary

1
Risk Factors

7
Exchange Offer
11
Ratio of Earnings to Fixed Charges
18
Use of Proceeds
19
Description of Notes
20
Book-Entry; Delivery and Form
44
Plan of Distribution
47
Material United States Federal Tax Considerations
49
Legal Matters
49
Experts
49
Where You Can Find More Information; Incorporation By Reference
49
Annex A: Letter of Transmittal
A-1
In this prospectus, "we," "us," "our," the "Company," and "Continental" refer to Continental Resources, Inc. and its consolidated
subsidiaries, unless otherwise indicated or the context otherwise requires.
This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Continental
Resources, Inc., 20 N. Broadway, Oklahoma City, Oklahoma 73102, Attention: Chief Financial Officer (Telephone (405) 234-9000). To
obtain timely delivery of any requested information, holders of old notes must make any request no later than five business days prior to
the expiration of the exchange offer.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus, including information in documents incorporated by reference, may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). All statements, other than statements of historical fact included or incorporated by reference in this prospectus, including,
but not limited to, forecasts or expectations regarding our business and statements or information concerning our future operations, performance,
financial condition, production and reserves, schedules, plans, timing of development, rates of return, budgets, costs, business strategy, objectives
and cash flows are forward-looking statements. When used in this prospectus, the words "could," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," "budget," "plan," "continue," "potential," "guidance," "strategy" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain such identifying words.

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Table of Contents
Without limiting the generality of the foregoing, certain statements incorporated by reference or included in this prospectus constitute
forward-looking statements.
Forward-looking statements may include, but are not limited to, statements about:

·
our strategy;

·
our business and financial plans;

·
our future operations;

·
our crude oil and natural gas reserves and related development plans;

·
technology;

·
future crude oil, natural gas liquids and natural gas prices and differentials;

·
the timing and amount of future production of crude oil and natural gas and flaring activities;

·
the amount, nature and timing of capital expenditures;

·
estimated revenues, expenses and results of operations;

·
drilling and completing of wells;

·
competition;

·
marketing of crude oil and natural gas;

·
transportation of crude oil, natural gas liquids and natural gas to markets;

·
property exploitation, property acquisitions and dispositions, or joint development opportunities;

·
costs of exploiting and developing our properties and conducting other operations;

·
our financial position;

·
general economic conditions;

·
credit markets;

·
our liquidity and access to capital;

·
the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us and of scheduled or
potential regulatory or legal changes;

·
our future operating and financial results;

·
our future commodity or other hedging arrangements;

·
the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to fulfill
their obligations to us or to enter into transactions with us in the future on terms that are acceptable to us; and

·
plans, objectives, expectations and intentions contained in this prospectus or in the documents incorporated by reference in this prospectus
that are not historical, including, without limitation, statements regarding our future growth plans.

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Table of Contents
Forward-looking statements are based on our current expectations and assumptions about future events and currently available information as
to the outcome and timing of future events. Although we believe these assumptions and expectations are reasonable, they are inherently subject to
numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which
are beyond our control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate or will
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not change over time. The risks and uncertainties that may affect the operations, performance and results of the business and forward-looking
statements include, but are not limited to, those risk factors and other cautionary statements described under the heading "Risk Factors" in this
prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2017, and, to the extent applicable, any subsequently filed
reports.
Reserve engineering is a process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact
way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions
made by reservoir engineers. In addition, the results of drilling, testing, and production activities may justify revisions of estimates that were made
previously. If significant, such revisions could change the schedule of any further production and development drilling. Accordingly, reserve
estimates may differ significantly from the quantities of crude oil and natural gas that are ultimately recovered.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is
made. Should one or more of the risks or uncertainties described or incorporated by reference in this prospectus occur, or should underlying
assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All
forward-looking statements, expressed or implied, included in this prospectus, or in the documents incorporated by reference in this prospectus, are
expressly qualified in their entirety by this cautionary statement.
Except as expressly stated above or otherwise required by applicable law, we undertake no obligation to publicly correct or update any
forward-looking statement whether as a result of new information, future events or circumstances after the date of this prospectus, or otherwise. See
also "Where You Can Find More Information; Incorporation by Reference."

iii
Table of Contents
PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be
important to you. You should read this entire prospectus and the documents incorporated by reference and to which we refer you before
making an investment decision. You should carefully consider the information set forth under "Risk Factors" beginning on page 7 of this
prospectus, the other cautionary statements described in this prospectus, and the risk factors and other cautionary statements, including those
described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017, which are
incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports. In addition, certain statements
include forward-looking information that involves risks and uncertainties. See "Cautionary Statement Regarding Forward-Looking
Statements."
In this prospectus we refer to the notes to be issued in the exchange offer as the "new notes" and the notes issued on December 8, 2017
as the "old notes." We refer to the new notes and the old notes collectively as the "notes."
Continental Resources, Inc.
We are an independent crude oil and natural gas exploration, development and production company originally formed in 1967 with
properties primarily located in the North, South and East regions of the United States. The North region consists of properties north of Kansas
and west of the Mississippi River and includes North Dakota Bakken, Montana Bakken and the Red River units. The South region includes all
properties south of Nebraska and west of the Mississippi River including various plays in the SCOOP (South Central Oklahoma Oil Province)
and STACK (Sooner Trend Anadarko Canadian Kingfisher) areas of Oklahoma. The East region is primarily comprised of undeveloped
leasehold acreage east of the Mississippi River with no significant drilling or production operations. Our common stock trades on the New
York Stock Exchange under the ticker symbol "CLR".
Our principal executive offices are located at 20 N. Broadway, Oklahoma City, Oklahoma 73102, and our telephone number at that
address is (405) 234-9000. For additional information about our business, operations and financial results, see the documents listed under
"Where You Can Find More Information; Incorporation By Reference."
Risk Factors
You should carefully consider all the information contained in this prospectus, including information in documents incorporated by
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reference, prior to participating in the exchange offer. In particular, we urge you to carefully consider the factors set forth under "Risk
Factors" beginning on page 7 of this prospectus and those risk factors described in our Annual Report on Form 10-K for the year ended
December 31, 2017, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports.

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The Exchange Offer
On December 8, 2017, we completed a private offering of the old notes. We and the initial subsidiary guarantors entered into a
registration rights agreement with the initial purchasers in the private offering in which we and the initial subsidiary guarantors agreed to
deliver to you this prospectus and to use commercially reasonable efforts to cause the exchange offer to be completed within 400 days after
the date we issued the old notes.

Exchange Offer
We are offering to exchange old notes for new notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May 23, 2018,
unless we decide to extend it.

Condition to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if
the exchange offer, or the making of any exchange by a holder of the old notes, would
violate any applicable law or interpretation of the staff of the Securities and Exchange
Commission. The exchange offer is not conditioned on a minimum aggregate principal
amount of old notes being tendered.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The
Depository Trust Company, which we call "DTC," for tendering old notes held in book-
entry form. These procedures, which we call "ATOP," ("Automated Tender Offer
Program") require that (i) the exchange agent receive, prior to the expiration date of the
exchange offer, a computer generated message known as an "agent's message" that is
transmitted through DTC's automated tender offer program, and (ii) DTC has received:

· your instructions to exchange your old notes, and

· your agreement to be bound by the terms of the letter of transmittal.

For more information on tendering your old notes, please refer to the sections in this
prospectus entitled "Exchange Offer--Terms of the Exchange Offer," "Exchange Offer

--Procedures for Tendering," "Description of Notes" and "Book-Entry; Delivery and
Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration date. To
withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP
procedures before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please refer to the section in this prospectus entitled "Exchange Offer--
Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New Notes If you fulfill all conditions required for proper acceptance of old notes, we will accept
any and all old notes that you properly tender in the exchange offer on or before 5:00
p.m. New York City time on the expiration date. We will return any old notes that we
do not accept for exchange to you without expense promptly after the expiration date.
Please refer to the section in this prospectus entitled "Exchange Offer--Terms of the
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Exchange Offer."

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Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this
prospectus entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We are
making this exchange offer solely to satisfy our obligations under our registration rights
agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your old notes in this exchange offer, you will no longer be able
to require us to register the old notes under the Securities Act of 1933 except in limited
circumstances provided under the registration rights agreement. In addition, you will not
be able to resell, offer to resell or otherwise transfer the old notes unless we have
registered the old notes under the Securities Act of 1933, or unless you resell, offer to
resell or otherwise transfer them under an exemption from the registration requirements
of, or in a transaction not subject to, the Securities Act of 1933.

In addition, after the consummation of the exchange offer, it is anticipated that the
outstanding principal amount of the old notes available for trading will be significantly

reduced. The reduced float may adversely affect the liquidity and market price of the old
notes. A smaller outstanding principal amount of old notes available for trading may
also make the price of the old notes more volatile.

U.S. Federal Income Tax Considerations
The exchange of new notes for old notes in the exchange offer will not be a taxable
event for U.S. federal income tax purposes. Please refer to the section in this prospectus
entitled "Material United States Federal Tax Considerations."

Exchange Agent
We have appointed Wilmington Trust, National Association as exchange agent for the
exchange offer. You should direct questions and requests for assistance, requests for
additional copies of this prospectus or the letter of transmittal to the exchange agent
addressed as follows: Wilmington Trust, National Association, c/o Wilmington Trust
Company, Corporate Capital Markets, Rodney Square North, 1100 N. Market Street,
Wilmington, DE 19890-1615. Eligible institutions may make requests by facsimile at
(302) 636-4139, Attention: Workflow Management, 5th Floor and may confirm
facsimile delivery by email to [email protected], Attention: Workflow
Management.

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Terms of the New Notes
The new notes will be identical to the old notes except that the new notes will be registered under the Securities Act of 1933 and will not
have restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old
notes, and the same indenture dated December 8, 2017 (the "Indenture") among the Company, Banner Pipeline Company, L.L.C., CLR Asset
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Holdings, LLC, The Mineral Resources Company and Wilmington Trust, National Association (a national banking association), as trustee (the
"Trustee"), that governs our old notes will govern the new notes.
The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all
information that may be important to you. For a more complete understanding of the new notes, please refer to the section entitled
"Description of Notes" in this prospectus.

Issuer
Continental Resources, Inc.

Securities Offered
$1,000,000,000 aggregate principal amount of 4.375% Senior Notes due 2028 (the "new
notes").

Maturity
The new notes will mature on January 15, 2028.

Interest Payment Dates
Interest payments on the new notes will be made semi-annually in arrears on January 15
and July 15 of each year, commencing on July 15, 2018.

Guarantees
The payment of the principal, premium, if any, and interest on the new notes will be
fully and unconditionally guaranteed on a senior unsecured basis by Banner Pipeline
Company, L.L.C., CLR Asset Holdings, LLC and The Mineral Resources Company (the
"initial subsidiary guarantors"), which have no material assets or operations, and by
certain of our future restricted subsidiaries. Any guarantees of the new notes will be
unsecured senior indebtedness of our subsidiary guarantors and will have the same
ranking with respect to the indebtedness of our subsidiary guarantors as the new notes
will have with respect to our indebtedness. See "Description of Notes--Guarantees."

The guarantee of each subsidiary guarantor will be a senior unsecured obligation of such
subsidiary guarantor and will rank equally in right of payment to all of such subsidiary
guarantor's senior indebtedness. The guarantee of each subsidiary guarantor will rank

senior in right of payment to all of such subsidiary guarantor's future subordinated
indebtedness. The guarantee of each subsidiary guarantor will be effectively
subordinated to such subsidiary guarantor's secured debt and other secured obligations
to the extent of the value of the assets securing such debt and other obligations.

Our other subsidiaries, which do not guarantee any of our other indebtedness for
borrowed money, will not guarantee the new notes. At December 31, 2017, the total
assets and total liabilities of our non-guarantor subsidiaries were approximately $36.1

million and $136.0 million, respectively, and for the year ended December 31, 2017,
our non-guarantor subsidiaries generated insubstantial amounts of revenues and pre-tax
loss.

Ranking
The new notes will be our senior unsecured obligations and will rank equally in right of
payment to all of our senior indebtedness

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that is not specifically subordinated to the new notes, and will be effectively
subordinated to any of our future secured debt and other secured obligations to the
extent of the value of the assets securing such debt and other obligations. The new notes

also will be structurally subordinated to the rights of creditors and preferred security
holders of our subsidiaries that do not guarantee the new notes. See "Description of
Notes--Ranking."
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As of December 31, 2017:

· we and the initial subsidiary guarantors had an aggregate of $6.39 billion of senior

indebtedness outstanding, none of which is secured; and

· our subsidiaries that will not guarantee the notes had approximately $10.0 million of

indebtedness outstanding.

Optional Redemption
At any time prior to October 15, 2027, we may redeem the new notes, in whole or in
part, pursuant to a make-whole call, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. At any time on or after October 15, 2027, we may
redeem the new notes, in whole or in part, at a redemption price equal to 100% of the
principal amount of the new notes being redeemed, plus accrued and unpaid interest, if
any, to, but excluding, the redemption date.

See "Description of Notes--Optional Redemption."

Restrictive Covenants
The Indenture governing the notes contains covenants that limit our ability and certain
of our subsidiaries' ability to:

· create liens securing certain indebtedness;

· enter into certain sale-leaseback transactions; and

· consolidate, merge or transfer assets.

The covenants are subject to a number of important exceptions and qualifications,

including an exception relating to liens securing certain credit facilities, which are
described under "Description of Notes--Certain Covenants."

Mandatory Offers to Purchase
Upon the occurrence of a change of control triggering event, holders of the notes will
have the right to require us to purchase all or a portion of the notes at a price equal to
101% of the principal amount, together with any accrued and unpaid interest to the date
of purchase. In connection with certain sale/leaseback transactions, we will be required
to use the Excess Proceeds, as defined in "Description of Notes--Certain Covenants--
Limitation on Sale/Leaseback Transactions," of the sale/leaseback transaction to make
an offer to purchase the notes at 100% of the principal amount, together with any
accrued and unpaid interest to the date of purchase. See "Description of Notes--Change
of Control" and "Description of Notes--Certain Covenants--Limitation on
Sale/Leaseback Transactions."

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Limited Public Market for the New Notes
The new notes generally will be freely transferable, but will also be securities for which
the public market may be limited. There can be no assurance as to the development,
persistence or liquidity of any market for the new notes. We do not intend to apply for a
listing of the new notes on any securities exchange or any automated dealer quotation
system.

Risk Factors
The new notes involve risks. See "Risk Factors" beginning on page 7 for a discussion of
certain factors you should consider in evaluating an investment in the new notes.
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RISK FACTORS
You should carefully consider the information included or incorporated by reference in this prospectus, including the matters addressed
under "Cautionary Statement Regarding Forward-Looking Statements," and the risks described below. In addition, you should read the risk
factors in our Annual Report on Form 10-K for the year ended December 31, 2017, which are incorporated by reference in this prospectus and, to
the extent applicable, any subsequently filed reports.
We are subject to certain risks and hazards due to the nature of the business activities we conduct. The risks discussed below, any of which
could materially and adversely affect our business, financial condition, cash flows and results of operations, are not the only risks we face. We may
experience additional risks and uncertainties not currently known to us; or, as a result of developments occurring in the future, conditions that we
currently deem to be immaterial may also materially and adversely affect our business, financial condition, cash flows, and results of operations.
Risks Relating to Investment in the Notes
If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will remain
restricted and may be adversely affected.
We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with respect to your tender of old notes.
If you do not exchange your old notes for new notes pursuant to the exchange offer, the old notes you hold will continue to be subject to the
existing transfer restrictions. In general, you may not offer or sell the old notes except under an exemption from, or in a transaction not subject to,
the Securities Act of 1933 and applicable state securities laws. We do not plan to further register old notes under the Securities Act of 1933 unless
our registration rights agreement with the initial purchasers of the old notes requires us to do so. Further, if you continue to hold any old notes after
the exchange offer is consummated, you may have trouble selling them because there will be fewer of the old notes outstanding.
We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions
to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating
performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our
control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if
any, and interest on our indebtedness, including the notes.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments
and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. Our ability to
restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of
our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business
operations. The terms of existing or future debt instruments and the Indenture governing the notes may restrict us from adopting some of these
alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely
result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such operating results and
resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service
and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these
proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit
us to meet our scheduled debt service obligations.

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If we are unable to comply with the restrictions and covenants in the agreements governing our notes and other debt, there could be a default
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under the terms of these agreements, which could result in an acceleration of payment of funds we have borrowed and would impact our ability
to make principal and interest payments on the notes.
If we are unable to comply with the restrictions and covenants in the agreements governing our notes or in current or future debt financing
agreements, there could be a default under the terms of these agreements. Our ability to comply with these restrictions and covenants, including
meeting financial ratios and tests, may be affected by events beyond our control. As a result, we cannot assure you that we will be able to comply
with these restrictions and covenants or meet these tests. Any default under the agreements governing our indebtedness, including a default under
our revolving credit facility, under the indentures governing our outstanding senior notes and under the indenture governing the notes, that is not
waived by the required lenders or holders, as the case may be, and the remedies sought by the holders of such indebtedness, could prevent us from
paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate
sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on
our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments
governing our indebtedness (including covenants in our revolving credit facility and the Indenture and the indentures governing our other
outstanding senior notes), we could be in default under the terms of such instruments. In the event of such default:

· the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued

and unpaid interest;

· the lenders under our revolving credit facility could elect to terminate their commitments thereunder, cease making further loans and

institute foreclosure proceedings against our assets; and

· we could be forced into bankruptcy or liquidation.
If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our revolving credit
facility to avoid being in default. If we breach our covenants under our revolving credit facility and seek a waiver, we may not be able to obtain a
waiver from the required lenders. If this occurs, we would be in default under our revolving credit facility, the lenders could exercise their rights,
as described above, and we could be forced into bankruptcy or liquidation.
Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading
market for the notes will develop or persist.
The old notes have not been registered under the Securities Act of 1933, and may not be resold by holders thereof unless the old notes are
subsequently registered or an exemption from the registration requirements of the Securities Act of 1933 is available. However, we cannot assure
you that, even following registration or exchange of the old notes for new notes, that an active trading market for the old notes or the new notes
will exist (or persist, if developed), and we will have no obligation to create such a market. At the time of the private placement of the old notes,
the initial purchasers advised us that they intended to make a market in the old notes and, if issued, the new notes. The initial purchasers are not
obligated, however, to make a market in the old notes or the new notes and any market making may be discontinued at any time at their sole
discretion. No assurance can be given as to the liquidity of or trading market for the old notes or the new notes.
The liquidity of any trading market for the notes and the market price quoted for the notes will depend upon the number of holders of the
notes, the overall market for similar securities, our financial performance or prospects or the prospects for companies in our industry generally, the
interest of securities dealers in making a market in the notes and other factors.
We may not be able to repurchase the notes in certain circumstances.
Under the terms of the Indenture, you may require us to repurchase all or a portion of your notes in the event of a change of control triggering
event, as defined in "Description of Notes--Certain Definitions," with respect to the notes. Also, in these circumstances holders of our other
outstanding senior notes and lenders under our revolving

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credit facility may have the right to require us to repurchase those notes or repay borrowings under our revolving credit facility. These other
holders (other than the holders of our 3.8% Senior Notes due 2024 and our 4.9% Senior Notes due 2044) and lenders may also have the right to
require us to repurchase their notes or repay borrowings under our revolving credit facility, as the case may be, at a time when we are not required
to repurchase the notes being offered hereby, if the change of control is not also accompanied by a below investment grade rating event, as defined
in "Description of Notes--Certain Definitions." We may not have the funds necessary to consummate any such required repurchase or repayment,
which could put us in default under these financing arrangements, including under the Indenture governing the notes.
https://www.sec.gov/Archives/edgar/data/732834/000119312518122675/d512689d424b3.htm[4/19/2018 4:56:23 PM]

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