Obbligazione Occidental Petroleum Corporation 4.2% ( US674599CN34 ) in USD

Emittente Occidental Petroleum Corporation
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US674599CN34 ( in USD )
Tasso d'interesse 4.2% per anno ( pagato 2 volte l'anno)
Scadenza 14/03/2048



Prospetto opuscolo dell'obbligazione Occidental Petroleum Corp US674599CN34 en USD 4.2%, scadenza 14/03/2048


Importo minimo 2 000 USD
Importo totale 1 000 000 000 USD
Cusip 674599CN3
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating Ba1 ( Non-investment grade speculative )
Coupon successivo 15/03/2026 ( In 36 giorni )
Descrizione dettagliata Occidental Petroleum Corporation è una compagnia petrolifera e gasifera statunitense impegnata in esplorazione, produzione, trasporto e marketing di idrocarburi.

Occidental Petroleum Corp. ha emesso un'obbligazione (ISIN: US674599CN34, CUSIP: 674599CN3) da 1.000.000.000 USD, con scadenza il 14/03/2048, cedola del 4.2% pagata semestralmente, quota minima di acquisto di 2.000 USD, attualmente negoziata al 100% del valore nominale, rating S&P BB+ e Moody's Ba1.







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424B5 1 d485731d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205047
CALCULATION OF REGISTRATION FEE


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

Registered

Per Security

Offering Price
Registration Fee(1)
4.20% Senior Notes due 2048

$1,000,000,000
99.272%

$992,720,000

$123,594


(1)
Calculated in accordance with Rue 456(b) and Rule 457(r) under the Securities Act of 1933.
Table of Contents

Prospectus Supplement
(To Prospectus dated June 18, 2015)
$1,000,000,000


4.20% Senior Notes due 2048


We are offering $1,000,000,000 aggregate principal amount of our 4.20% senior notes due 2048.
We will pay interest on the notes semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2018.
The notes will mature on March 15, 2048. We may redeem some or all of the notes at our option at any time and from time to time at the
applicable redemption price described under "Description of the Notes--Optional Redemption" in this prospectus supplement.
The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our other unsecured senior
indebtedness from time to time outstanding. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
The notes are a series of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-4 of this
prospectus supplement, on page 5 of the accompanying prospectus and other information included or
incorporated by reference into this prospectus supplement and the accompanying prospectus.



Public Offering
Underwriting
Proceeds, Before


Price (1)

Discount

Expenses, to Us
Per Note


99.272%

0.750%

98.522%
Total

$ 992,720,000
$ 7,500,000
$
985,220,000

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(1)
Plus accrued interest, if any, from March 2, 2018.
Neither the U.S. Securities and Exchange Commission (the "SEC") 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 notes will be delivered to investors on or about March 2, 2018 in book-entry form only through the facilities of The Depository
Trust Company for the accounts of its participants, which may include Clearstream Banking S.A. and Euroclear Bank S.A./N.V., against payment
in New York, New York.


Joint Book-Running Managers

Barclays

J.P. Morgan

Wells Fargo Securities
BofA Merrill Lynch

Citigroup

HSBC
Senior Co-Managers

BBVA

BNY Mellon Capital Markets, LLC

CIBC Capital Markets

Credit Suisse
Mizuho Securities

MUFG
PNC Capital Markets LLC

RBC Capital Markets
SOCIETE GENERALE

Scotiabank

SMBC Nikko

Standard Chartered Bank
US Bancorp
Co-Managers

BNP PARIBAS

Loop Capital Markets

Academy Securities

The Williams Capital Group, L.P.


February 28, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
PROSPECTUS SUMMARY
S-1
RISK FACTORS
S-4
USE OF PROCEEDS
S-6
DESCRIPTION OF THE NOTES
S-7
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING
S-18
LEGAL MATTERS
S-22
WHERE YOU CAN FIND MORE INFORMATION
S-22
Prospectus

ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS
3
ABOUT OCCIDENTAL
4
RISK FACTORS
5
USE OF PROCEEDS
6
RATIO OF EARNINGS TO FIXED CHARGES
7
DESCRIPTION OF SENIOR DEBT SECURITIES
8
PLAN OF DISTRIBUTION
20
LEGAL MATTERS
22
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EXPERTS
22

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus and any applicable free writing prospectuses. We have not, and the underwriters have not, authorized any person to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement, the
accompanying prospectus and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy those securities in
any circumstances or jurisdiction in which such offer or solicitation is unlawful. The information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the respective dates on the front covers of this prospectus supplement and the accompanying
prospectus, the information contained in any related free writing prospectus will be accurate only as of the date of that document, and the
information contained in any document incorporated by reference into this prospectus supplement is accurate only as of the date of such document.
Our business, financial condition, results of operations and prospects may have changed since those respective dates.
Unless otherwise expressly stated or the context otherwise requires, references to "dollars," "$" and other similar references in this
prospectus supplement, the accompanying prospectus and any related free writing prospectuses are to U.S. dollars. Unless otherwise expressly
stated or the context otherwise requires, the words "Occidental," "we," "us" and "our" as used in this prospectus supplement refer to Occidental
Petroleum Corporation and its subsidiaries. However, in the "Description of the Notes" section of this prospectus supplement, references to
"Occidental," "we," "us" and "our" are to Occidental Petroleum Corporation only and not to any of its subsidiaries.

S-ii
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain
forward-looking statements and involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and
business prospects. Actual results may differ from anticipated results, sometimes materially, and reported results should not be considered an
indication of future performance. Factors that could cause results to differ include, but are not limited to:


· global commodity pricing fluctuations;


· supply and demand considerations for Occidental's products;


· higher-than-expected costs;


· the regulatory approval environment;

· not successfully completing, or any material delay of, field developments, expansion projects, capital expenditures, efficiency

projects, acquisitions or dispositions;


· uncertainties about the estimated quantities of oil and natural gas reserves;


· lower-than-expected production from development projects or acquisitions;


· exploration risks;


· general economic slowdowns domestically or internationally;


· political conditions and events;


· liability under environmental regulations including remedial actions;


· litigation;

· disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest,
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weather, natural disasters, cyber-attacks or insurgent activity;


· failure of risk management;


· changes in law or regulations; and


· changes in tax rates.
Words such as "estimate," "project," "predict," "will," "would," "should," "could," "may," "might," "anticipate," "plan," "intend,"
"believe," "expect," "aim," "goal," "target," "objective," "likely" or similar expressions that convey the prospective nature of events or outcomes
generally indicate forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus supplement or, in the case of documents incorporated by reference, as of the date of those documents. Unless legally
required, we do not undertake any obligation to update any forward-looking statements, as a result of new information, future events or otherwise.
Material risks that may affect our results of operations and financial position appear under the heading "Risk Factors" and elsewhere in this
prospectus supplement, the accompanying prospectus and our most recent Annual Report on Form 10-K, which is incorporated herein by reference,
as well as in any of our subsequently filed quarterly or current reports that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

S-iii
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus. It does not contain all of the information you should consider before making an investment decision. You should
read this entire prospectus supplement, the accompanying prospectus, the documents incorporated by reference and the other documents to
which we refer for a more complete understanding of our business and this offering. Please read the section entitled "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference in this prospectus supplement, for
more information about important factors you should consider before you make your investment decision.
Occidental
Our principal businesses consist of three segments operated by our subsidiaries and affiliates. The oil and gas segment explores for,
develops and produces oil and condensate, natural gas liquids ("NGLs") and natural gas. The chemical segment mainly manufactures and
markets basic chemicals and vinyls. The midstream and marketing segment gathers, processes, transports, stores, purchases and markets oil,
condensate, NGLs, natural gas, carbon dioxide and power. It also trades around its assets, including transportation and storage capacity.
Additionally, the midstream and marketing segment operates a crude oil export terminal, as well as invests in entities that conduct similar
activities. Our principal executive offices are located at 5 Greenway Plaza, Suite 110, Houston, Texas 77046, telephone (713) 215-7000.

S-1
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The Offering

Issuer
Occidental Petroleum Corporation.

Securities offered
$1,000,000,000 aggregate principal amount of 4.20% Senior Notes due 2048. The notes
will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000. We may from time to time, without the consent of the holders of the
notes, reopen the notes and issue additional notes.

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Maturity date
The notes will mature on March 15, 2048.

Interest
Interest will accrue on the notes at 4.20% per year from March 2, 2018.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on March 15 and
September 15 of each year, beginning on September 15, 2018.

Use of proceeds
The net proceeds from this offering are expected to be approximately $983 million, after
deducting the underwriting discounts and our estimated offering expenses.

We intend to use the net proceeds of this offering to refinance the repayment of the
$500 million aggregate principal amount of our 1.50% senior notes due 2018 that

matured on February 15, 2018 and for general corporate purposes. Please see "Use of
Proceeds."

Indenture
We will issue the notes as a new series of debt securities under the indenture (the
"indenture") dated as of August 18, 2011, between us and The Bank of New York
Mellon Trust Company, N.A., as trustee.

Ranking
The notes will:


· be senior unsecured obligations;

· rank equally in right of payment with all of our other existing and future senior

indebtedness that is not specifically subordinated to the notes;


· be effectively subordinated to any of our future secured indebtedness; and

· be effectively subordinated to all existing and future indebtedness and other

liabilities, including trade payables, of our subsidiaries.

Optional redemption
We may redeem all or any part of the notes at any time prior to September 15, 2047 at
the "make-whole" redemption price specified under "Description of the Notes--
Optional Redemption." On or after September 15, 2047, we may redeem all or any part
of the notes at a redemption price of 100% of the principal amount thereof plus accrued
and unpaid interest to the date of redemption, if any.

S-2
Table of Contents
Form, delivery and clearance
The notes will be represented by one or more global notes registered in the name of The
Depository Trust Company, referred to as the Depositary, or its nominee. Beneficial
interests in the notes will be evidenced by, and transfers thereof will be effected only
through, records maintained by participants in the Depositary.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Risk factors
See "Risk Factors" beginning on page S-4 of this prospectus supplement, "Risk
Factors" on page 5 of the accompanying prospectus and "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2017 for a discussion of the risk
factors you should carefully consider before you make your investment.
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RISK FACTORS
Investing in the notes involves risks. Before you invest in the notes, you should carefully consider the following risk factors, in addition
to the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Specifically,
please see "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2017 and the other information in that
and the other reports that we file with the SEC that are incorporated by reference in this prospectus supplement or the accompanying prospectus
for a discussion of risk factors that may affect our business.
Risks Related to the Notes
The notes will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries.
Substantially all of our operations are conducted through our subsidiaries. None of our subsidiaries is a guarantor of the notes. As a
result, our right to receive assets upon the liquidation or recapitalization of any of our subsidiaries, and your consequent right to benefit from our
receipt of those assets, will be subject to the claims of such subsidiary's creditors. Accordingly, the notes are effectively subordinated to all
indebtedness and other liabilities, including trade payables, of our subsidiaries. Even if we were recognized as a creditor of one or more of our
subsidiaries, our claims would still be effectively subordinated to any security interests in or other liens on the assets of any such subsidiary and to
any indebtedness or other liabilities of any such subsidiary senior to our claims.
In addition, we derive substantially all of our revenues from our subsidiaries. As a result, our cash flow and our ability to service our
debt and other obligations, including the notes, will depend on the results of operations of our subsidiaries and upon the ability of our subsidiaries
to provide us with cash to pay amounts due on our obligations, including the notes. Our subsidiaries are separate and distinct legal entities and
have no obligation to make payments on the notes or to make funds available to us for that purpose. In addition, dividends, loans or other
distributions from our subsidiaries to us are dependent upon results of operations of our subsidiaries, may be subject to contractual and other
restrictions, may be subject to tax or other laws limiting our ability to repatriate funds from foreign subsidiaries and may be subject to other
business considerations.
The notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we may incur.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to any secured debt we or our
subsidiaries may incur to the extent of the value of the assets securing such debt. In any liquidation, dissolution, bankruptcy or other similar
proceeding, the holders of any of our secured debt and the secured debt of our subsidiaries may assert rights against the assets pledged to secure
that debt in order to receive full payment of their debt before the assets may be used to pay other creditors, including the holders of the notes.
Our credit ratings may not reflect all risks of an investment in the notes and there is no protection in the indenture for holders of the notes in
the event of a ratings downgrade. A downgrade in our credit rating could negatively impact our cost of and ability to access capital.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due but they may not reflect the potential
impact of all risks related to an investment in the notes. Consequently, real or anticipated changes in our credit ratings will generally affect the
market value of the notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time
by the issuing organization in its sole discretion. We have no obligation to maintain the ratings and neither we nor any underwriter undertakes any
obligation to advise holders of notes of any change in ratings. Each agency's rating should be evaluated independently of any other agency's rating.

S-4
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We cannot assure you that our credit ratings will not be downgraded in the future. A downgrade in our credit ratings could negatively
impact our cost of capital or our ability to effectively execute aspects of our strategy. If we were to be downgraded, it could be difficult for us to
raise debt in the public debt markets and the cost of any new debt could be much higher than our outstanding debt.
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The indenture does not limit the amount of indebtedness that we or our subsidiaries may incur.
The indenture does not limit our ability or that of our subsidiaries to incur additional indebtedness or contain provisions that would
afford holders of the notes protection in the event of a decline in our credit quality or a take-over, recapitalization or highly leveraged or similar
transaction. Accordingly, we and our subsidiaries could, in the future, enter into transactions that could increase the amount of indebtedness
outstanding at that time or otherwise adversely affect your position in our consolidated capital structure or our credit ratings.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem
sufficient.
The notes are a series of securities with no established trading market, and we do not intend to list the notes on any securities exchange
or automated quotation system. As a result, an active trading market for the notes may not develop, or if one does develop, it may not be sustained.
If an active trading market fails to develop or cannot be sustained, you may not be able to resell your notes at their fair market value or at all.

S-5
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USE OF PROCEEDS
The net proceeds from this offering are expected to be approximately $983 million, after deducting the underwriting discounts and our
estimated offering expenses. We intend to use the net proceeds of this offering to refinance the repayment of the $500 million aggregate principal
amount of our 1.50% senior notes due 2018 that matured on February 15, 2018 and for general corporate purposes.

S-6
Table of Contents
DESCRIPTION OF THE NOTES
The notes will constitute a series of our senior debt securities under an indenture dated as of August 18, 2011 (the "Senior Indenture"),
between us and The Bank of New York Mellon Trust Company, N.A., as trustee. We will issue the notes under an officers' certificate pursuant to
the Senior Indenture setting forth the specific terms applicable to such notes. References to the "indenture" in this description mean the Senior
Indenture as so supplemented by such certificate.
The following description is a summary of some of the provisions of the notes and the indenture. This summary is not complete and is
qualified in its entirety by reference to the indenture. You should carefully read the summary below, the description of the general terms and
provisions of our senior debt securities set forth in the accompanying prospectus under the heading "Description of Senior Debt Securities" and the
indenture before investing in the notes.
This description of the notes supplements and, to the extent it is inconsistent, replaces the description of the general provisions of the
senior debt securities and the Senior Indenture in the accompanying prospectus. The notes are "senior debt securities" as that term is used in the
accompanying prospectus and the trustee is referred to in the accompanying prospectus as the "Senior Indenture Trustee." In this description, the
term "Securities" refers to all senior debt securities that have been and may be issued under the Senior Indenture and includes the notes.
Description of the Notes
The notes are unsecured and will rank equally in right of payment with all of our other senior unsecured indebtedness. The indenture
does not limit the aggregate principal amount of Securities that we may issue under the Senior Indenture and we may, without the consent of
holders of outstanding Securities, issue additional Securities thereunder. In addition, the indenture does not limit the amount of other unsecured debt
that we or our subsidiaries may issue or incur. Some of our outstanding senior debt that we issued under previous indentures has different terms
than the notes (including different restrictive covenants and event of default provisions) and, as a result, certain events or circumstances that may
constitute events of default with respect to that previously issued debt may not constitute an event of default under the indenture. The terms of the
notes will only be as described in the indenture, the accompanying prospectus and this prospectus supplement. As of December 31, 2017, we had
approximately $9.9 billion of unsecured senior debt securities outstanding which ranked equally in right of payment with the notes. Subsequent to
December 31, 2017, we repaid $500 million aggregate principal amount of our 1.50% senior notes due 2018 which matured on February 15, 2018.
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Substantially all of our operations are conducted through our subsidiaries. None of our subsidiaries is a guarantor of the notes. As a
result, our right to receive assets upon the liquidation or recapitalization of any of our subsidiaries, and your consequent right to benefit from our
receipt of those assets, will be subject to the claims of such subsidiary's creditors. Accordingly, the notes are effectively subordinated to all
indebtedness and other liabilities, including trade payables, of our subsidiaries. Even if we were recognized as a creditor of one or more of our
subsidiaries, our claims would still be effectively subordinated to any security interests in or other liens on the assets of any such subsidiary and to
any indebtedness or other liabilities of any such subsidiary senior to our claims.
Principal, Maturity and Interest
The notes will be initially limited to $1,000,000,000 aggregate principal amount. The notes will mature on March 15, 2048. We may,
from time to time, without the consent of the holders of the notes, reopen the notes and issue additional notes.
Interest on the notes will accrue at the rate of 4.20% per year. Interest on the notes will be payable semi-annually in arrears on March 15
and September 15, commencing on September 15, 2018. We will make each interest payment to the holders of record of the notes at the close of
business on the immediately preceding March 1 and September 1, respectively.

S-7
Table of Contents
If any interest payment date, maturity date or redemption date for any notes falls on a day that is not a business day, the payment will be
made on the next business day, and no interest will accrue on that payment for the period from and after such interest payment date, maturity date
or redemption date until such following business day.
Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
Interest payable on any interest payment date or redemption date or on the maturity date of the notes shall be the amount of interest
accrued from, and including, the immediately preceding interest payment date in respect of which interest has been paid or duly provided for on the
notes (or from and including the original issue date of the notes, if no interest has been paid or duly provided for on the notes) to, but not including,
such interest payment date, redemption date or maturity date, as the case may be.
Place of Payment, Transfer and Exchange
All payments on the notes will be made, and transfers of the notes will be registrable, at the trustee's office in The City of New York,
unless we designate another place for such purpose.
Optional Redemption
The notes are redeemable at our option, in whole at any time or in part from time to time, in each case prior to September 15, 2047 (the
"par call date"), at a redemption price equal to the greater of:


· 100% of the principal amount of the notes to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed through the
par call date (not including any portion of such payments of interest accrued to, but not including, the redemption date) discounted

to the redemption date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate
plus 20 basis points;
plus, in each case, accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date.
On and after the par call date, the notes are redeemable at our option, in whole at any time or in part from time to time, at a redemption
price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the principal amount of the notes
being redeemed to, but not including, the redemption date.
Notwithstanding the foregoing, with respect to payments of interest on the notes that are due and payable on any interest payment dates
falling on or prior to a redemption date for the notes, we will make such payments to the persons who were record holders of such notes at the
close of business on the relevant regular record dates.
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We will send to each holder of notes notice of any redemption of notes at least 30 days but not more than 60 days before the redemption
date. Unless we default in payment of the redemption price (or accrued and unpaid interest) with respect to the notes to be redeemed, no interest
will accrue on the notes or portions thereof so redeemed for the period on and after such redemption date. If less than all of the notes are to be
redeemed, the trustee will select the notes (or portions thereof) to be redeemed by such method as the trustee deems fair and appropriate (or in the
case of global notes the Depositary's applicable policies and procedures).

S-8
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"Treasury Rate" means, on a redemption date, the rate per annum equal to:

· the yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15" or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury

Issue; provided that if no maturity is within three months before or after the remaining term of the notes to be redeemed (assuming,
for that purpose, that the notes matured on the applicable par call date), yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated
from those yields on a straight-line basis rounding to the nearest month; or

· if that release, or any successor release, is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a

price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for that redemption date.
The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding the redemption date by the
Quotation Agent.
"Comparable Treasury Issue" means, with respect to any redemption date for the notes, the United States Treasury security selected by
the Quotation Agent that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the notes (assuming, for this purpose, that the notes matured on the par
call date).
"Comparable Treasury Price" means, with respect to any redemption date for the notes, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent
obtains fewer than three Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations, such average in any
case to be determined by the Quotation Agent, or (3) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer
Quotation.
"Quotation Agent" means, with respect to any redemption date for the notes, the Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means, with respect to any redemption date for the notes, each of (1) Barclays Capital Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC (or their respective affiliates which are primary U.S. Government securities dealers) and their
respective successors; provided, however, that if any of them shall cease to be a primary U.S. Government securities dealer in the United States of
America (a "Primary Treasury Dealer"), we will substitute for it another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer or
Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for the notes,
the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. (New York City
time) on the third business day in The City of New York preceding such redemption date.

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424B5
Book-Entry; Delivery and Form
The notes will be issued in the form of one or more global notes ("Global Notes") which will be held by the trustee as custodian for The
Depository Trust Company (the "Depositary") and registered in the name of Cede & Co., as nominee of the Depositary. All interests in the Global
Notes will be subject to the operations and procedures of the Depositary, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"). The notes will be issued in fully registered form without coupons and will be issued in, and
beneficial interests in the Global Notes must be held in, minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Notwithstanding the foregoing, if (1) the Depositary notifies us that it is unwilling or unable to continue as depositary for the notes or if
the Depositary ceases to be eligible to act in such capacity and a successor depositary is not appointed by us within 90 days, (2) an event of default
(as defined in the indenture) with respect to the notes shall have occurred and be continuing or (3) we in our sole discretion shall determine that the
notes will no longer be represented by Global Notes, the Global Notes will be exchangeable for notes in definitive form of like tenor and in an
equal aggregate principal amount in authorized denominations. Such definitive notes will be registered in such name or names as the Depositary
instructs the trustee.
The Depositary has advised us that pursuant to procedures established by it (i) upon the issuance of the Global Notes, the Depositary or
its custodian will credit, on its internal system, the principal amount of the individual beneficial interests represented by such Global Notes to the
respective accounts of persons who have accounts with such Depositary and (ii) ownership of beneficial interests in the Global Notes will be
shown on, and the transfer of such ownership will be effected only through, records maintained by the Depositary or its nominee (with respect to
interests of participants) and the records of participants (with respect to interests of persons other than participants). Ownership of beneficial
interests in the Global Notes will be limited to persons who have accounts with the Depositary ("participants") or persons who hold interests
through participants. Holders may hold their interests in the Global Notes directly through the Depositary if they are participants in such system, or
indirectly through organizations that are participants in such system.
So long as the Depositary, or its nominee, is the registered owner or holder of the notes, the Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the notes represented by such Global Notes for all purposes under the indenture. No beneficial
owner of an interest in the Global Notes will be able to transfer that interest except in accordance with the Depositary's procedures and those
provided for under the indenture.
Payments of the principal of and premium, if any, and interest on the Global Notes will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Notes. Neither we nor the trustee or any paying agent under the indenture will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global
Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
The Depositary has advised us that its present practice is, upon receipt of any payment of principal of and premium, if any, and interest
on the Global Notes, to credit participants' accounts immediately with payments in amounts proportionate to their respective beneficial interests in
the principal amount of the Global Notes as shown on the records of the Depositary. Payments by participants to owners of beneficial interests in
the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with
securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of
such participants. Transfers between participants in the Depositary will be effected in the ordinary way through the Depositary's same-day funds
settlement system in accordance with the Depositary's rules and will be settled in same-day funds.
The Depositary has advised us as follows: the Depositary is a limited purpose trust company organized under the laws of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"

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within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold securities for its participants and facilitate the clearance and settlement of
securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain
other organizations. Indirect access to the Depositary system is available to others such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either directly or indirectly, or indirect participants.
Although the Depositary has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among
participants of the Depositary, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of
us, any of the underwriters or the trustee will have any responsibility for the performance by the Depositary or its participants or indirect
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