Bond Harley-Davison 3.5% ( US412822AD08 ) in USD

Issuer Harley-Davison
Market price 99.96 %  ▲ 
Country  United States
ISIN code  US412822AD08 ( in USD )
Interest rate 3.5% per year ( payment 2 times a year)
Maturity 28/07/2025 - Bond has expired



Prospectus brochure of the bond Harley - Davidson US412822AD08 in USD 3.5%, expired


Minimal amount 2 000 USD
Total amount 450 000 000 USD
Cusip 412822AD0
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Detailed description Harley-Davidson is an American motorcycle manufacturer known for its heavyweight cruiser motorcycles, distinctive V-twin engine design, and strong brand association with American counterculture and freedom.

An outstanding corporate bond issued by Harley-Davidson, identified by ISIN US412822AD08 and CUSIP 412822AD0, offers insights into the financing activities of the iconic American motorcycle manufacturer. Founded in 1903, Harley-Davidson is a globally renowned company primarily known for its heavyweight motorcycles, parts, and accessories, alongside a robust financial services segment that supports its dealer network and customer base. This specific bond, denominated in USD and issued from the United States, currently trades on the market at 99.96% of its par value. It features a fixed annual interest rate of 3.5%, with coupon payments distributed semi-annually. The total issuance size for this debt instrument amounts to $450,000,000, indicating a significant capital raise for the issuer. For potential investors, the minimum purchase size is set at $2,000. The bond is scheduled to reach its maturity on July 28, 2025. Demonstrating its creditworthiness, the bond holds investment-grade ratings from leading agencies: Standard & Poor's has assigned a 'BBB' rating, while Moody's provides a 'Baa3' rating, both indicating a solid capacity for repayment, albeit with a moderate level of risk under certain economic conditions.







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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202491
CALCULATION OF REGISTRATION FEE


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

Registered

Offering Price
Registration Fee(1)
Debt Securities

$750,000,000

$750,000,000

$87,150



(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospe c t us Supple m e nt
(T o Prospe c t us Da t e d M a rc h 4 , 2 0 1 5 )
$750,000,000


H ARLEY -DAV I DSON , I N C.
$450,000,000 3.500% Senior Notes due 2025
$300,000,000 4.625% Senior Notes due 2045


We are offering two series of notes consisting of $450,000,000 aggregate principal amount of 3.500% Senior Notes due July 28, 2025 (the "2025
notes") and $300,000,000 aggregate principal amount of 4.625% Senior Notes due July 28, 2045 (the "2045 notes" and, together with the 2025 notes, the
"notes"). We will pay interest on the notes semiannually in arrears on January 28 and July 28 of each year, beginning on January 28, 2016. The 2025 notes
will mature on July 28, 2025 and the 2045 notes will mature on July 28, 2045, in each case unless earlier repurchased or redeemed. We may redeem the
notes of either series in whole or in part at any time at the applicable redemption price described in this prospectus supplement under "Description of the
Notes--Optional Redemption." If we experience a change of control triggering event as described in this prospectus supplement, unless we have exercised
our right to redeem the notes, we will be required to offer to repurchase the notes from holders at 101% of the principal amount thereof plus accrued and
unpaid interest to the repurchase date. See "Description of the Notes--Offer to Repurchase Upon Change of Control Triggering Event."
The notes will rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the notes; equal
in right of payment to our existing and future indebtedness that is not so subordinated; effectively junior in right of payment to any future secured
indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other
liabilities of our subsidiaries. The notes of each series will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each series of the notes is a new issue of securities with no established trading market. We currently have no intention to apply to list the notes on
any securities exchange or to seek their admission to trading on any automated quotation system.


Investing in the notes involves risks, including those described or referred to in the "Risk Factors" section beginning on page S-8 of this prospectus
supplement.



Underwriting
Public Offering
Discounts and
Proceeds, Before


Price(1)

Commissions
Expenses, to Us(1)
Per 2025 note


99.449%

0.450%

98.999%
Total

$ 447,520,500
$
2,025,000
$
445,495,500
Per 2045 note


99.774%

0.875%

98.899%
Total

$ 299,322,000
$
2,625,000
$
296,697,000
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424B5

(1)
Plus accrued interest, if any, from July 28, 2015, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about July 28,
2015.


Joint Book-Running Managers

Cit igroup
Goldm a n, Sa c hs & Co.
J .P. M orga n
Senior Co-Manager
U S Ba nc orp
Co-Managers

BM O Ca pit a l M a rk e t s

Ca st le Oa k Se c urit ie s, L.P.

M U FG
M izuho Se c urit ie s

T D Se c urit ie s

We lls Fa rgo Se c urit ie s


July 23, 2015
Table of Contents
T ABLE OF CON T EN T S



Page
Prospe c t us Supple m e nt

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-iii
Cautionary Note For Forward-Looking Information
S-iv
Summary
S-1
Risk Factors
S-8
Use of Proceeds
S-11
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Description of the Notes
S-14
Material U.S. Federal Income Tax Considerations
S-23
Underwriting
S-28
Legal Matters
S-33


Prospe c t us

About This Prospectus

1
The Company

1
Selling Shareholders

2
Use of Proceeds

2
Ratio of Earnings to Fixed Charges

2
Securities to be Offered

2
Description of Capital Stock

3
Description of Depositary Shares

6
Description of Debt Securities

7
Description of Warrants

20
Description of Stock Purchase Contracts and Equity Units

22
Plan of Distribution

23
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Where You Can Find More Information

26
Legal Matters

27
Experts

27


You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free writing prospectus we have authorized. We and the underwriters have not authorized anyone
else to provide you with different or additional information. We are not, and the underwriters are not, making an offer of these notes
in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have authorized is
accurate as of any date other than the date on the front of that document. Our business, financial condition, results of operations
and prospects may have changed since that date.

S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes
that we are offering and other matters relating to us and our financial condition. The second part is the accompanying prospectus,
which gives more general information about securities we may offer from time to time, some of which does not apply to the notes
we are offering. The description of the terms of the notes in this prospectus supplement supplements the description in the
accompanying prospectus under "Description of Debt Securities," and to the extent it is inconsistent with that description, the
information in this prospectus supplement replaces the information in the accompanying prospectus. Generally, when we refer to
the prospectus, we are referring to both parts of this document combined. If information in this prospectus supplement differs from
information in the accompanying prospectus, you should rely on the information in this prospectus supplement.
Except as used in "Description of the Notes," as the context otherwise requires, or as otherwise specified or used in this
prospectus supplement or the accompanying prospectus, the terms "we," "our," "us," "the company" and "Harley-Davidson" refer to
Harley-Davidson, Inc. and its consolidated subsidiaries. References in this prospectus supplement to "dollars" or "$" are to the
currency of the United States of America.
The distribution of this prospectus supplement, the accompanying prospectus and any free writing prospectus we have
authorized and the offering of the notes in certain jurisdictions may be restricted by law. Persons who come into possession of this
prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized should educate
themselves about and observe any such restrictions. This prospectus supplement, the accompanying prospectus and any free
writing prospectus we have authorized do not constitute, and may not be used in connection with, an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing
prospectus we have authorized to be investment, legal or tax advice. You should consult your own counsel, accountant and other
advisors for legal, tax, business, financial and related advice regarding the purchase of the notes. We are not making any
representation to you regarding the legality of an investment in the notes by you under applicable investment or similar laws.
You should read and consider all information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we have authorized before making your investment decision.
"Harley-Davidson" and the Bar and Shield logo are among the trademarks of H-D U.S.A., LLC, a subsidiary of Harley-
Davidson. This prospectus supplement, the accompanying prospectus and any free writing prospectus we have authorized may also
contain trademarks, service marks, copyrights and trade names of other companies.

S-ii
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WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy
that information at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov or on our website located at http://www.harley-davidson.com. The information on our website
is not part of this prospectus supplement or the accompanying prospectus.
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 filed by us
with the SEC under the Securities Act of 1933, as amended. As permitted by SEC rules, this prospectus supplement does not
contain all of the information included in the registration statement and the accompanying exhibits filed with the SEC. You may
refer to the registration statement and its exhibits for more information.
In addition, we are "incorporating by reference" specified documents that we file with the SEC, which means:


· incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;


· we are disclosing important information to you by referring you to those documents; and

· information we file with the SEC will automatically update and supersede information contained in this prospectus

supplement and the accompanying prospectus.
We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act until we terminate the offering of the securities pursuant to this prospectus supplement:


· our annual report on Form 10-K for the year ended December 31, 2014;


· our quarterly report on Form 10-Q for the quarter ended March 29, 2015; and


· our current reports on Form 8-K dated February 3, 2015, April 25, 2015, July 23, 2015 and July 23, 2015.
Notwithstanding the foregoing, documents or portions of documents containing information furnished under Items 2.02 and
7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, are not incorporated by reference in this
prospectus supplement.
You may request a copy of these filings, at no cost, by writing to or telephoning us at our principal executive offices:
Harley-Davidson, Inc.
Attn: Secretary
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208
(414) 342-4680
You should not assume that the information in this prospectus supplement and the accompanying prospectus, as well as the
information we file or previously filed with the SEC that we incorporate by reference in this prospectus supplement and the
accompanying prospectus, is accurate as of any date other than its respective date. Our business, financial condition, results of
operations and prospects may have changed since those dates.

S-iii
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CAU T I ON ARY N OT E FOR FORWARD-LOOK I N G I N FORM AT I ON
The company intends that certain matters discussed in this prospectus supplement are "forward-looking statements" intended
to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-
looking statements can generally be identified as such because the context of the statement will include words such as the
company "believes," "anticipates," "expects," "plans," or "estimates" or words of similar meaning. Similarly, statements that describe
future plans, objectives, outlooks, targets, guidance or goals are also forward-looking statements. Such forward-looking statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date
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of this prospectus supplement. These risks and uncertainties include, among other things, our ability to:


· execute our business strategy;

· manage through changes in general economic conditions, including changing capital, credit and retail markets, and

political events;


· accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices;

· balance production volumes for our new motorcycles with consumer demand, including in circumstances where

competitors may be supplying new motorcycles to the market in excess of demand at reduced prices;

· continue to develop the capabilities of our distributors and dealers and manage the risks that our independent dealers may

have difficulty obtaining capital and managing through changing economic conditions and consumer demand;

· successfully access the capital and/or credit markets on terms (including interest rates) that are acceptable to us and

within our expectations;


· effect repurchases of our common stock at share prices that are within our expectations;

· consummate our pending asset purchase transaction with Fred Deeley Imports, Ltd. and certain of its affiliates and

complete the transition to the new direct distribution model in Canada on the timing, for the costs and at the foreign
currency exchange rates that are within our expectations;


· prevent a cybersecurity breach involving digital consumer, employee or dealer personal data;


· manage the impact that prices for used motorcycles may have on retail sales of new motorcycles;


· manage risks that arise through expanding international manufacturing, operations and sales;


· manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles;

· manage changes and prepare for requirements in legislative and regulatory environments for our products, services and

operations;

· manage supply chain issues, including quality issues and any unexpected interruptions or price increases caused by raw

material shortages or natural disasters;

· detect any issues with our motorcycles or any associated manufacturing processes to avoid delays in new model

launches, recall campaigns, increased warranty costs or litigation;


· develop and introduce products, services and experiences that are successful in the marketplace;

· develop and implement sales and marketing plans that retain existing retail customers and attract new retail customers in

an increasingly competitive marketplace;

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· implement and manage enterprise-wide information technology solutions, including solutions at our manufacturing facilities;

· continue to realize production efficiencies at our production facilities and manage operating costs including materials, labor

and overhead;


· execute our flexible production strategy;

· continue to manage the relationships and agreements that we have with our labor unions to help drive long-term

competitiveness;


· adjust to healthcare inflation and reform, pension reform and tax changes;


· retain and attract talented employees;


· continue to have access to reliable sources of capital funding and adjust to fluctuations in the cost of capital;

· manage the credit quality, the loan servicing and collection activities, and the recovery rates of Harley-Davidson Financial

Services, Inc.'s loan portfolio; and
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· address other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2014 and in other

documents that we file with the SEC.
In addition, we could experience delays or disruptions in our operations as a result of work stoppages, strikes, natural
causes, terrorism or other factors. Further, actual foreign currency exchange rates may vary from underlying assumptions.
Our ability to sell our motorcycles and related products and services and to meet our financial expectations also depends on
the ability of our independent dealers to sell our motorcycles and related products and services to retail customers. We depend on
the capability and financial capacity of our independent dealers and distributors to develop and implement effective retail sales
plans to create demand for the motorcycles and related products and services they purchase from us.
In addition, our independent dealers and distributors may experience difficulties in operating their businesses and selling
Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions or other factors.
You are urged to consider these factors in evaluating the forward-looking statements and cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements included or incorporated by reference in this
prospectus supplement and the accompanying prospectus are only made as of the date of this prospectus supplement, the
accompanying prospectus or the applicable document incorporated by reference, and the company disclaims any obligation to
publicly update such forward-looking statements to reflect subsequent events or circumstances.

S-v
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SU M M ARY
This summary highlights information from this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference. It is not complete and may not contain all of the information that you should consider before
investing in our notes. We encourage you to read this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in their entirety before making an investment decision, including the information set forth
under the heading "Risk Factors."
Our Com pa ny
Harley-Davidson, Inc. is the parent company for the groups of companies doing business as Harley-Davidson Motor
Company ("HDMC") and Harley-Davidson Financial Services ("HDFS"). We operate in two reportable segments: the
Motorcycles & Related Products ("motorcycles") reportable segment and the financial services reportable segment. Our
reportable segments are strategic business units that offer different products and services and are managed separately based
on the fundamental differences in their operations.
The motorcycles reportable segment consists of HDMC which designs, manufactures and sells at wholesale street-legal
Harley-Davidson motorcycles as well as a line of motorcycle parts, accessories, general merchandise and related services.
HDMC manufactures six platforms of motorcycles: Touring, Dyna®, Softail®, Sportster®, V-Rod® and Street. Our products are
sold to retail customers through a network of independent dealers. HDMC conducts business on a global basis, with sales in
the following regions: North America, Europe/Middle East/Africa (EMEA), Asia-Pacific and Latin America.
The financial services reportable segment consists of HDFS, which provides wholesale and retail financing and insurance
and insurance-related programs primarily to Harley-Davidson dealers and their retail customers. HDFS conducts business
principally in the United States and Canada.
Re c e nt De ve lopm e nt s
Results and Financial Condition as of and for the Quarter and Six Months Ended June 28, 2015
Three-Month Results
Our second quarter 2015 diluted earnings per share ("EPS") were $1.44 compared to EPS of $1.62 in the year-ago
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period. Second quarter net income was $299.8 million on consolidated revenue of $1.82 billion compared to net income of
$354.2 million on consolidated revenue of $2.00 billion in the year-ago period. Our second quarter results reflect our decision in
April to lower motorcycle shipments from initial projections for 2015 in light of currency-driven competitive pressures in the
United States and our commitment to manage supply in line with demand.
Dealer new motorcycle sales were down 1.4% worldwide for the second quarter compared to the year-ago period, but
gained momentum as the quarter progressed. Dealers worldwide sold 88,931 new Harley-Davidson motorcycles in the second
quarter of 2015 compared to 90,218 motorcycles in the year-ago period. In the United States, dealers sold 57,790 new Harley-
Davidson motorcycles in the second quarter compared to 58,225 motorcycles in the year-ago period. In international markets,
dealers sold 31,141 new Harley-Davidson motorcycles during the second quarter compared to 31,993 motorcycles in the year-
ago period, with sales up 16.6% in the Asia-Pacific region and down 8.9% in the EMEA region, 2.6% in the Latin America
region and 9.9% in Canada compared to the year-ago period.


S-1
Table of Contents
Operating income from the motorcycles reportable segment decreased 19.6% to $380.6 million during the second quarter
compared to operating income of $473.3 million in the year-ago period. Operating income in the quarter was impacted primarily
by lower motorcycle shipments and unfavorable foreign currency exchange.
Second quarter revenue from motorcycles decreased 11.6% to $1.31 billion compared to revenue of $1.48 billion in the
year-ago period. We shipped 85,172 motorcycles to dealers and distributors worldwide during the second quarter compared to
shipments of 92,217 motorcycles in the year-ago period.
Revenue from motorcycle parts and accessories was $256.8 million during the second quarter, down 5.4% from the year-
ago period, and revenue from general merchandise was $77.5 million, up 1.5% compared to the year-ago period.
Gross margin was 39.2% in the second quarter of 2015 compared to 39.5% in the year-ago period. Second quarter
operating margin for the motorcycles reportable segment was 23.1% compared to operating margin of 25.8% in the year-ago
period.
Six-Month Results
Through the first six months of 2015, our net income was $569.7 million on consolidated revenue of $3.50 billion
compared to net income of $620.1 million on consolidated revenue of $3.73 billion in the year-ago period. Six-month 2015 EPS
were $2.71, down 3.9% from EPS of $2.82 in the year-ago period.
Through the first six months of 2015, dealers sold 145,592 new Harley-Davidson motorcycles worldwide compared to
147,633 motorcycles in the year-ago period, with retail unit sales down 0.7% in the United States, up 7.8% in the Asia-Pacific
region, and down 7.7% in the EMEA region, 1.2% in the Latin America region and 4.8% in Canada compared to the year-ago
period.
Through the first six months of 2015, we shipped 164,761 motorcycles to dealers and distributors worldwide, a 4.7%
decrease compared to the year-ago period. Six-month 2015 revenue from motorcycles was down 8.0% to $2.56 billion,
revenue from parts and accessories decreased 6.2% to $440.7 million and revenue from general merchandise increased 2.5%
to $143.9 million compared to the year-ago period. Gross margin through the first six months of 2015 was 39.1% and operating
margin was 23.0% compared to 38.6% and 24.1% respectively in the year-ago period.
Financial Services Reportable Segment Results
Operating income from the financial services reportable segment was $81.9 million in the second quarter of 2015, a
10.0% increase compared to operating income of $74.4 million in the year-ago period. Second quarter financial services
segment results reflect higher net interest income. Through the first six months of 2015, operating income from the financial
services segment was $146.6 million compared to operating income of $137.6 million in the year ago period.
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Income Tax Rate
Through the first six months of 2015, our effective income tax rate was 34.9% compared to 35.3% in the year-ago
period.


S-2
Table of Contents
Cash Flow
Cash and marketable securities totaled $1.30 billion at the end of the second quarter compared to $1.06 billion at the
end of last year's second quarter. During the first six months of 2015, we generated cash from operating activities of $613.9
million compared to $570.6 million in the year-ago period.
2015 Share Repurchase Authorization
On June 17, 2015, we disclosed that our board of directors had authorized us to repurchase up to an additional
15.0 million shares of our common stock with no dollar limit (the "2015 repurchase authorization").
The 2015 repurchase authorization is in addition to the share repurchases that we are authorized to make under prior
share repurchase authorizations. As of June 16, 2015, 15.9 million shares remained under the prior share repurchase
authorizations.
We intend to use the proceeds of this offering to repurchase shares of our common stock from time to time through the
remainder of 2015 pursuant to these share repurchase authorizations. These repurchases will be in addition to already planned
repurchases, which we had expected to be in line with repurchases we made in the second half of 2014. See "Use of
Proceeds."


Our headquarters are located at 3700 West Juneau Avenue, Milwaukee, Wisconsin 53208, and our telephone number is
(414) 342-4680.


S-3
Table of Contents
T he Offe ring
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are
subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the
"Description of Debt Securities" section of the accompanying prospectus contain a more detailed description of the terms and
conditions of the notes. As used in this section, "we," "our" and "us" refer to Harley-Davidson, Inc. and not to its subsidiaries.

I ssue r
Harley-Davidson, Inc.

Se c urit ie s Offe re d
$450,000,000 aggregate principal amount of 3.500% notes
due 2025 and $300,000,000 aggregate principal amount of
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424B5
4.625% notes due 2045.

M a t urit y Da t e s
The 2025 notes will mature on July 28, 2025, and the 2045
notes will mature on July 28, 2045.

I nt e re st Ra t e s
The 2025 notes will bear interest at a rate of 3.500% per
year, and the 2045 notes will bear interest at a rate of
4.625% per year.

I nt e re st Pa ym e nt Da t e s
Interest on the notes will be payable semiannually in arrears
on January 28 and July 28 of each year, beginning on
January 28, 2016.

Opt iona l Re de m pt ion
We may redeem the 2025 notes, in whole or in part, at any
time prior to April 28, 2025 (the date that is three months
prior to the maturity date of the 2025 notes) and the 2045
notes, in whole or in part, at any time prior to January 28,
2045 (the date that is six months prior to the maturity date of
the 2045 notes), in each case, at our option, at a redemption
price equal to the greater of:

· 100% of the principal amount of the notes being

redeemed; and

· the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be
redeemed (not including any portion of such payments 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
applicable Treasury Rate (as defined in this prospectus
supplement), plus 20 basis points, in the case of the 2025
notes, and 25 basis points, in the case of the 2045 notes,

plus, in either case, accrued and unpaid interest on the

notes being redeemed to the redemption date.


S-4
Table of Contents
In addition, at any time on or after April 28, 2025 (the date
that is three months prior to the maturity date of the 2025
notes), with respect to the 2025 notes, and January 28, 2045
(the date that is six months prior to the maturity date of the

2045 notes), with respect to the 2045 notes, we may redeem
some or all of the applicable series of notes at our option, at
a redemption price equal to 100% of the principal amount of
the notes being redeemed, plus accrued and unpaid interest
on the notes being redeemed to the redemption date.


See "Description of the Notes--Optional Redemption."

Offe r t o Re purc ha se U pon Cha nge of Cont rol
If we experience a "Change of Control Triggering Event" (as
T rigge ring Eve nt
defined in this prospectus supplement) with respect to a
series of notes, unless we have exercised our right to
redeem the notes as described above by giving irrevocable
notice on or prior to the 30th day after the date on which
such Change of Control Triggering Event occurs, each holder
of the applicable series of notes will have the right to require
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424B5
us to repurchase all or a portion of such holder's notes at a
price equal to 101% of the principal amount of the notes
repurchased plus accrued and unpaid interest, if any, to the
repurchase date as described more fully under "Description
of the Notes--Offer to Repurchase Upon Change of Control
Triggering Event."

Ra nk ing
The notes will rank senior in right of payment to any of our
future indebtedness that is expressly subordinated in right of
payment to the notes; equal in right of payment to our
existing and future indebtedness that is not so subordinated;
effectively junior in right of payment to any future secured
indebtedness to the extent of the value of the assets
securing such indebtedness; and structurally junior to all
existing and future indebtedness and other liabilities of our
subsidiaries. As of March 29, 2015, we had $5.9 billion of
outstanding indebtedness on a consolidated basis, all of
which was indebtedness of our subsidiaries to which the
notes would have ranked structurally junior. See "Description
of the Notes--Ranking."


S-5
Table of Contents
Ce rt a in Cove na nt s
The indenture governing the notes will, among other things,
limit our and our subsidiaries ability to:


· incur secured indebtedness;


· enter into certain sale and leaseback transactions;

· transfer certain of our assets to unrestricted subsidiaries;

and

· enter into certain mergers, consolidations and transfers of

all or substantially all of our assets.

The above restrictions are subject to significant exceptions.
See "Description of Debt Securities--Certain Restrictive

Covenants" and "--Merger, Consolidation or Sale of Assets"
in the accompanying prospectus.

U se of Proc e e ds
We intend to use the proceeds from this offering to fund
repurchases of our common stock from time to time pursuant
to our authorized share repurchase programs. See "Use of
Proceeds."

De nom ina t ions
The notes will be issued only in denominations of $2,000 and
any integral multiple of $1,000 in excess thereof.

Form of N ot e s
We will issue the notes of each series in the form of one or
more fully registered global notes registered in the name of
the nominee of The Depository Trust Company ("DTC").
Investors may elect to hold the interests in the global notes
through any of DTC, Clearstream Banking, société anonyme,
or Euroclear Bank S.A./N.V., as operator of the Euroclear
System, as described under the heading "Description of the
Notes--Delivery and Form."

Furt he r I ssue s
We may, without the consent of the holders of any series of
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