Obligation EOR Resources 3.9% ( US26875PAN15 ) en USD

EOR Resources

100 % ▲

Etas-Unis

US26875PAN15 ( en USD )

3.9% par an ( paiement semestriel )

01/04/2035

Prospectus brochure de l'obligation EOG Resources US26875PAN15 en USD 3.9%, échéance 01/04/2035

2 000 USD

500 000 000 USD

26875PAN1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/10/2025 ( Dans 81 jours )

EOG Resources est une société américaine d'exploration et de production d'hydrocarbures, principalement active dans le pétrole et le gaz de schiste aux États-Unis.

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAN15, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/04/2035

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAN15, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par EOR Resources ( Etas-Unis ) , en USD, avec le code ISIN US26875PAN15, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-185655
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Fee(1)(2)

3.15% Senior Notes due 2025

$500,000,000
99.999%

$499,995,000
$58,100

3.90% Senior Notes due 2035

$500,000,000
99.571%

$497,855,000
$57,851

Total

$997,850,000
$115,951

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-185655) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated December 21, 2012)
EOG RESOURCES, INC.
$500,000,000 3.15% Senior Notes due 2025
$500,000,000 3.90% Senior Notes due 2035
We are offering $500,000,000 of our 3.15% Senior Notes due 2025 and $500,000,000 of our 3.90% Senior Notes due 2035. In this prospectus
supplement, we refer to the 3.15% Senior Notes due 2025 as the "2025 notes", the 3.90% Senior Notes due 2035 as the "2035 notes" and the 2025 notes
and the 2035 notes together as the "notes."
Interest on the notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2015. The 2025 notes will
mature on April 1, 2025, and the 2035 notes will mature on April 1, 2035. We may redeem some or all of the notes at any time and from time to time
prior to their maturity. The redemption prices are discussed under the heading "Description of Notes--Optional Redemption" in this prospectus
supplement.
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. The notes will be effectively subordinated to any of our secured indebtedness, to the extent of the value of
the assets securing such indebtedness, unless the notes become equally and ratably secured by those assets. The notes will also be structurally
subordinated to the indebtedness and all other obligations of our subsidiaries.
The notes are new issues of securities for which there are currently no established trading markets. We do not intend to apply for the listing of the
notes on any securities exchange or for the quotation of the notes on any automated dealer quotation system.
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Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Investing in the notes involves risks. Please read "Risk Factors" beginning on page S-6 of this prospectus supplement and page 5 of the
accompanying prospectus.
Public Offering
Underwriting
Proceeds to Us

Price(1)

Discount

(Before Expenses)(1)

Per 2025 note

99.999%
0.650%
99.349%
Total
$
499,995,000 $
3,250,000 $
496,745,000
Per 2035 note

99.571%
0.875%
98.696%
Total
$
497,855,000 $
4,375,000 $
493,480,000
(1)
Plus accrued interest, if any, from March 17, 2015.
The underwriters expect that delivery of the notes will be made to investors in book-entry form only through the facilities of The Depository Trust
Company and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about March 17, 2015.
Joint Book-Running Managers
Barclays

Citigroup
J.P. Morgan
UBS Investment Bank

Wells Fargo Securities
MUFG

DNB Markets

Goldman, Sachs & Co.
RBC Capital Markets

SOCIETE GENERALE

US Bancorp
Co-Managers
BB&T Capital Markets

BBVA

BMO Capital Markets

BNP PARIBAS
Comerica Securities

Deutsche Bank Securities

Scotiabank

ANZ Securities

CIBC
The date of this prospectus supplement is March 12, 2015.
Table of Contents
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus and in any free writing prospectus with respect to this offering filed by us with the United States Securities and Exchange
Commission, or "SEC." We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not,
and the underwriters are not, offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus with respect to this
offering or the documents incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate as of any date
other than the date on the front covers of those documents. Our business, financial condition, results of operations and prospects may have
changed since those respective dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-8
Ratio of Earnings to Fixed Charges
S-8
Capitalization
S-9
Description of Notes
S-10
Material U.S. Federal Income Tax Considerations
S-15
Underwriting
S-20
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Legal Matters
S-24
Experts
S-24
Prospectus

About this Prospectus

1
About EOG Resources, Inc.

2
Where You Can Find Additional Information

2
Oil and Gas Terms

4
Risk Factors

5
Information Regarding Forward-Looking Statements

5
Use of Proceeds

7
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
7
Description of Debt Securities

7
Description of Capital Stock

16
Description of Common Stock Purchase Contracts and Units

17
Description of Warrants

18
Description of Depositary Shares

19
Description of Units

21
Book-Entry Issuance

22
Plan of Distribution

24
Legal Matters

26
Experts

26
Unless the context requires otherwise, the terms "EOG," "we," "us," "our" and "the Company" refer to EOG Resources, Inc., a Delaware
corporation, and its subsidiaries.
i
Table of Contents
This document consists of two parts. The first part is this prospectus supplement, which describes the terms of this notes offering. The second part,
the accompanying prospectus dated December 21, 2012, contains more general information, some of which may not apply to this offering.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus
supplement is inconsistent with information in the accompanying prospectus, the information in this prospectus supplement will apply and will
supersede that information in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information in the documents to which we have
referred you in "Where You Can Find Additional Information" in the accompanying prospectus.
ii
Table of Contents

PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information about us and this offering contained elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. It does not contain all of the
information that may be important to you in deciding whether to purchase the notes offered hereby. We encourage you to carefully read this entire
prospectus supplement, the accompanying prospectus, any free writing prospectus with respect to this offering and the documents that we have filed
with the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus prior to deciding whether to purchase
the notes offered hereby.
Our Company
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We are one of the largest independent (non-integrated) crude oil and natural gas companies in the United States with proved reserves in the United
States, Canada, Trinidad, the United Kingdom and China. Our business strategy is to maximize the rate of return on investment of capital by controlling
operating and capital costs and maximizing reserve recoveries. This strategy is intended to enhance the generation of cash flow and earnings from each
unit of production on a cost-effective basis. We are focused on cost-effective utilization of advanced technology associated with three-dimensional
seismic and microseismic data, the development of reservoir simulation models, the use of improved drill bits, mud motors and mud additives for
horizontal drilling, formation evaluation and horizontal completion methods. These advanced technologies are used, as appropriate, throughout our
company to reduce the risks associated with all aspects of oil and gas exploration, development and exploitation.
We implement our strategy by emphasizing the drilling of internally generated prospects in order to find and develop low-cost reserves.
Maintaining the lowest possible operating cost structure that is consistent with prudent and safe operations is also an important goal in the
implementation of our strategy.
At December 31, 2014, our total estimated net proved reserves were 2,497 million barrels of oil equivalent (MMBoe), of which 1,140 million
barrels (MMBbl) were crude oil and condensate reserves, 467 MMBbl were natural gas liquids (NGL) reserves and 5,343 billion cubic feet, or 890
MMBoe, were natural gas reserves. At such date, approximately 97% of our net proved reserves (on a crude oil equivalent basis) were located in the
United States and 3% in Trinidad. Crude oil equivalent volumes are determined using the ratio of 1.0 barrel of crude oil and condensate or NGL to
6.0 thousand cubic feet (Mcf) of natural gas.
Offices
We are a Delaware corporation organized in 1985. Our principal executive offices are located at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002,
and our telephone number at that address is (713) 651-7000.

S-1
Table of Contents

The Offering
Issuer
EOG Resources, Inc.

Notes Offered
$1,000,000,000 aggregate principal amount of notes, consisting of:

· $500,000,000 principal amount of 3.15% senior notes due 2025.

· $500,000,000 principal amount of 3.90% senior notes due 2035.

Maturity
2025 notes --April 1, 2025.

2035 notes --April 1, 2035.

Interest Rate
2025 notes --3.15% per annum.

2035 notes --3.90% per annum.

Interest Payment Dates
Interest will be paid semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1,
2015. Interest on the notes will accrue from March 17, 2015.

Use of Proceeds
We estimate that we will receive aggregate net proceeds from this offering of approximately $988.7 million,
after deducting the underwriting discount and estimated offering expenses payable by us. We will use the
aggregate net proceeds from this offering for general corporate purposes, including funding of future capital
expenditures. See "Use of Proceeds" in this prospectus supplement.

Ranking
The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our
other unsecured and unsubordinated indebtedness from time to time outstanding.
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The notes will be effectively subordinated to any of our secured indebtedness, to the extent of the value of
the assets securing such indebtedness, unless the notes become equally and ratably secured by those assets.
The indenture contains restrictions on our ability to incur secured debt unless the same security is also
provided for the benefit of holders of the notes. See "Description of Debt Securities--Limitations on Liens"
in the accompanying prospectus. The notes will also be structurally subordinated to the indebtedness and all
other obligations of our subsidiaries.

As of December 31, 2014, we had $5,890 million total principal amount of unsecured indebtedness
(excluding capital lease obligations) and no secured indebtedness.

S-2
Table of Contents
Optional Redemption
At any time and from time to time prior to January 1, 2025 (the date that is three months prior to the
maturity date of the 2025 notes), we may redeem some or all of the 2025 notes, at our option, at a make-
whole redemption price, plus accrued and unpaid interest to, but not including, the redemption date. At any
time on or after January 1, 2025 (the date that is three months prior to the maturity date of the 2025 notes),
we may also redeem some or all of the 2025 notes, at our option, at a redemption price equal to 100% of the
principal amount of the 2025 notes to be redeemed, plus accrued and unpaid interest to, but not including,
the redemption date.

At any time and from time to time prior to October 1, 2034 (the date that is six months prior to the maturity
date of the 2035 notes), we may redeem some or all of the 2035 notes, at our option, at a make-whole
redemption price, plus accrued and unpaid interest to, but not including, the redemption date. At any time on
or after October 1, 2034 (the date that is six months prior to the maturity date of the 2035 notes), we may
also redeem some or all of the 2035 notes, at our option, at a redemption price equal to 100% of the
principal amount of the 2035 notes to be redeemed, plus accrued and unpaid interest to, but not including,
the redemption date.

See "Description of Notes--Optional Redemption" in this prospectus supplement.

Covenants
The notes will be issued as two separate series under an indenture with Wells Fargo Bank, National
Association, as trustee. The indenture contains various covenants, including limitations on securing
indebtedness by liens on principal properties.

These covenants are subject to important exceptions and qualifications described under the heading
"Description of Debt Securities" in the accompanying prospectus.

Additional Issuances
We may, at any time and from time to time in the future, without notice to or the consent of the holders of
either series of notes, issue and sell additional notes of either series having the same terms as, and ranking
equally and ratably with, the notes of the applicable series being offered hereby in all respects (except for
the public offering price, issue date and, if applicable, the first payment of interest thereon), as described
under the heading "Description of Notes--Principal, Maturity and Interest" in this prospectus supplement.

Trustee
Wells Fargo Bank, National Association.

Governing Law
The notes and the indenture relating to the notes will be governed by Texas law.

S-3
Table of Contents
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Risk Factors
You should carefully consider the information under the headings "Risk Factors" and "Information
Regarding Forward-Looking Statements" and all other information in this prospectus supplement and the
accompanying prospectus, including the information incorporated by reference herein and therein, before
deciding to invest in the notes.
For additional information regarding the notes, please read "Description of Notes" in this prospectus supplement and "Description of Debt
Securities" in the accompanying prospectus.

S-4
Table of Contents

Summary Consolidated Financial Information
The table shown below presents our summary consolidated financial information as of the dates and for the periods indicated. The summary
consolidated financial information as of and for each of the years ended December 31, 2014, 2013 and 2012 have been derived from our audited
consolidated financial statements and related notes. You should read the information set forth below in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes to those financial statements
appearing in our Annual Report on Form 10-K for the year ended December 31, 2014 which is incorporated by reference in this prospectus supplement
and the accompanying prospectus.

Year Ended December 31,

(In thousands)

2014

2013

2012

Income Statement Data:

Net operating revenues
$ 18,035,340 $ 14,487,118 $ 11,682,636
Operating expenses

12,793,517
10,811,907
10,202,839
Operating income

5,241,823
3,675,211
1,479,797
Other income (expense), net

(45,050)
(2,865)
14,495
Net income

2,915,487
2,197,109
570,279
Balance Sheet Data (as of end of specified period):

Total assets

34,762,687
30,574,238
27,336,578
Current and long-term debt

5,909,933
5,913,221
6,312,181
Total stockholders' equity

17,712,582
15,418,459
13,284,764

S-5
Table of Contents
RISK FACTORS
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, 2014 for a discussion of risks that may affect our business, financial condition, results of operations or cash flows.
Realization of any of those risks or the following risks or adverse results from any matter listed under the heading "Information Regarding Forward-
Looking Statements" in the accompanying prospectus or in our reports filed with the SEC under the Securities Exchange Act of 1934, as amended,
could have a material adverse effect on our business, financial condition, cash flows and results of operations. As a result, you could lose all or part of
your investment in, and expected return on, the notes.
Risks Related to the Notes
The notes will be unsecured and, therefore, will be effectively subordinated to any of our secured debt, to the extent of the value of the assets
securing such debt, and will be structurally subordinated to the obligations of our subsidiaries.
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The notes will not be secured by any of our assets. As a result, the notes are effectively subordinated to any secured debt we 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 may assert rights against the secured assets in order to receive full payment of their debt before the assets may be used to pay the holders of the
notes. In addition, the notes will be structurally subordinated to the indebtedness and all other obligations of our subsidiaries. None of our subsidiaries
are guarantors of the notes, and some of our subsidiaries had outstanding indebtedness in the past and may incur indebtedness in the future. As of
December 31, 2014, we had $5,890 million total principal amount of unsecured indebtedness (excluding capital lease obligations) and no secured
indebtedness. See "Capitalization" in this prospectus supplement.
An actual or anticipated downgrade in any of our credit ratings could adversely affect the trading price and liquidity of the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, an actual or anticipated downgrade
in any of our credit ratings could adversely affect the trading price of, and your ability to resell, the notes. A credit rating reflects only the views of the
rating agency at the time the rating is assigned, is not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time
by the rating agency in its sole discretion. Neither we, the trustee nor any underwriter undertakes any obligation to maintain the ratings or to advise
holders of the notes of any change in ratings. In addition, the indenture contains no protective provisions for holders of the notes in the event of a ratings
downgrade.
The indenture does not limit the amount of indebtedness that we may incur.
The indenture does not limit our ability to incur additional indebtedness or contain provisions that would afford holders of the notes protection in
the event of a sudden and significant decline in our credit quality or a take-over, recapitalization or highly leveraged or similar transaction. Accordingly,
we could, in the future, enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect our
capital structure or credit rating.
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.
Each series of notes is a new issue of securities for which there is currently no established trading market. We do not intend to apply for the listing
of the notes on any securities exchange or for the
S-6
Table of Contents
quotation of the notes on any automated dealer quotation system. While the underwriters of the notes have advised us that they intend to make a market
in the notes, the underwriters will not be obligated to do so and may discontinue any market making activities at any time in their sole discretion and
without notice. No assurance can be given:
·
that a trading market for the notes will develop or continue;
·
as to the liquidity of any market that does develop; or
·
as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
If an active trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.
S-7
Table of Contents
USE OF PROCEEDS
We estimate that the aggregate net proceeds received from this offering, after deducting the underwriting discount and estimated offering expenses
payable by us, will be approximately $988.7 million. We will use the aggregate net proceeds from this offering for general corporate purposes,
including funding of future capital expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.
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Year Ended December 31,

2014

2013

2012

2011

2010

Ratio of Earnings to Fixed Charges
15.62 10.72 4.80 6.87 2.40
In calculating the ratio of earnings to fixed charges, earnings represents the sum of net income, income tax provision and fixed charges, less
capitalized interest. Fixed charges represents interest (including capitalized interest), amortization of debt costs and the portion of rental expense
representing the interest factor.
S-8
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2014, and our consolidated cash
and cash equivalents and capitalization as of December 31, 2014 on an as-adjusted basis giving effect to (1) the issuance of the notes in this offering
and (2) the application of the net proceeds of this offering as described under the heading "Use of Proceeds" in this prospectus supplement. You should
read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and the related notes to those financial statements appearing in our Annual Report on Form 10-K for the year ended December 31,
2014, which is incorporated by reference into this prospectus supplement and the accompanying prospectus.

As of December 31, 2014

(Dollars in thousands, except per share amounts)

Actual

As Adjusted

Cash and cash equivalents
$
2,087,213 $
3,075,933
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Long-term debt:

Commercial paper borrowings
$
-- $
--
2.95% senior notes due 2015

500,000
500,000
2.500% senior notes due 2016

400,000
400,000
5.875% senior notes due 2017

600,000
600,000
6.875% senior notes due 2018

350,000
350,000
5.625% senior notes due 2019

900,000
900,000
4.40% senior notes due 2020

500,000
500,000
2.45% senior notes due 2020

500,000
500,000
4.100% senior notes due 2021

750,000
750,000
2.625% senior notes due 2023

1,250,000
1,250,000
6.65% senior notes due 2028

140,000
140,000
3.15% senior notes due 2025 offered hereby

--
500,000
3.90% senior notes due 2035 offered hereby

--
500,000
?
?
?
?
?
?
?
?
Total long-term debt(1)

5,890,000
6,890,000
?
?
?
?
?
?
?
?
Stockholders' equity:

Common stock (par value $0.01 per share)

205,492
205,492
Additional paid in capital

2,837,150
2,837,150
Accumulated other comprehensive loss

(23,056)
(23,056)
Retained earnings

14,763,098
14,763,098
Common stock held in treasury

(70,102)
(70,102)
?
?
?
?
?
?
?
?
Total stockholders' equity

17,712,582
17,712,582
?
?
?
?
?
?
?
?
Total capitalization
$ 23,602,582 $ 24,602,582
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
(1)
Amount does not include capital lease obligations of $51.2 million at December 31, 2014, unamortized debt discount of
$31.3 million at December 31, 2014 or the unamortized debt discount of the notes offered hereby.
S-9
Table of Contents
DESCRIPTION OF NOTES
General
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The 2025 notes and the 2035 notes will each constitute a new series of debt securities under an indenture, dated as of May 18, 2009, by and
between EOG Resources, Inc., as issuer, and Wells Fargo Bank, National Association, as trustee. We will issue the notes under such indenture pursuant
to resolutions of our board of directors and an officers' certificate setting forth the specific terms applicable to such notes. References to the "indenture"
in this description mean such indenture as so supplemented by such certificate.
This description, together with the description of the general terms and provisions of our debt securities set forth in the accompanying prospectus
under the heading "Description of Debt Securities," is intended to be an overview of the material provisions of the notes and the indenture. This
summary is not complete and is qualified in its entirety by reference to the indenture. We urge you to read the indenture because it, and not this
description, defines your rights as a holder of the notes. A copy of the indenture is included as an exhibit to our Registration Statement on Form S-3
filed with the SEC on May 18, 2009. This summary supplements and, to the extent inconsistent therewith, replaces the description of the general terms
and provisions of our debt securities set forth in the accompanying prospectus. Capitalized terms defined in the accompanying prospectus or in the
indenture have the same meanings when used in this prospectus supplement unless updated herein. In this description, all references to "we," "us" or
"our" are to EOG Resources, Inc. only, and do not include its subsidiaries, unless otherwise indicated. The notes are "Indenture Securities," as that term
is used in the accompanying prospectus and will be issued in book-entry form only. Since only the registered holder of a note will be treated as the
owner of it for all purposes and only registered holders have rights under the indenture, references in this section and in "Description of Debt Securities"
in the accompanying prospectus to holders mean only registered holders of notes.
Principal, Maturity and Interest
We will issue the 2025 notes in an aggregate principal amount of $500,000,000 and the 2035 notes in an aggregate principal amount of
$500,000,000. The 2025 notes will mature on April 1, 2025, and the 2035 notes will mature on April 1, 2035, in each case unless redeemed sooner as
described below. The notes will not be entitled to the benefit of a sinking fund.
Interest on the 2025 notes will accrue at the rate of 3.15% per year. Interest on the 2035 notes will accrue at the rate of 3.90% per year. Interest on
the 2025 notes and the 2035 notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2015. We
will make each interest payment to the person in whose name the notes are registered at the close of business on the immediately preceding March 15
and September 15, as the case may be, whether or not such date is a business day. Interest on the notes will accrue from March 17, 2015 and will be
computed on the basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, maturity date or redemption date falls on a
day that is not a business day, the payment will be made on the next business day and will not include interest accrued for the period from and after
such interest payment date, maturity date or redemption date. The 2025 notes and the 2035 notes will each be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof in book-entry form only.
Although only $500,000,000 aggregate principal amount of the 2025 notes and $500,000,000 aggregate principal amount of the 2035 notes are
initially offered hereby, we may, at any time and from time to time in the future, without notice to or the consent of the holders of either series of notes,
issue and sell additional notes of either series having the same terms as, and ranking equally and ratably with, the notes of the applicable series being
offered hereby in all respects (except for the public offering price, issue date and, if applicable, the first payment of interest thereon). Any additional
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notes of a series, together with the notes of such series offered hereby, will trade interchangeably and constitute a single series of notes under the
indenture.
Ranking
The notes will be our senior, unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. Under the circumstances described under the heading "Description of Debt Securities--Limitations on
Liens" in the accompanying prospectus, we may be required to secure the notes equally and ratably with other secured debt.
The notes will be effectively subordinated to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness,
unless the notes become equally and ratably secured by those assets. The indenture contains restrictions on our ability to incur secured debt unless the
same security is also provided for the benefit of holders of the notes. See "Description of Debt Securities--Limitations on Liens" in the accompanying
prospectus. The notes will also be structurally subordinated to the indebtedness and all other obligations of our subsidiaries. None of our subsidiaries are
guarantors of the notes, and some of our subsidiaries had outstanding indebtedness in the past and may incur indebtedness in the future.
Optional Redemption
At any time prior to January 1, 2025 (three months before the maturity date of the 2025 notes) in the case of the 2025 notes, and October 1, 2034
(six months before the maturity date of the 2035 notes) in the case of the 2035 notes, we may redeem some or all of the notes of the applicable series, at
our option, at a redemption price equal to the greater of:
·
100% of the principal amount of the notes of the series then outstanding to be redeemed; or
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·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes of the series 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
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 20 basis points, in
the case of the 2025 notes, and 20 basis points, in the case of the 2035 notes;
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.
At any time on or after January 1, 2025 (the date that is three months prior to the maturity date of the 2025 notes), we also may redeem some or all
of the 2025 notes, at our option, at a redemption price equal to 100% of the principal amount of the 2025 notes to be redeemed, plus accrued and unpaid
interest to, but not including, the redemption date.
At any time on or after October 1, 2034 (the date that is six months prior to the maturity date of the 2035 notes), we also may redeem some or all of
the 2035 notes, at our option, at a redemption price equal to 100% of the principal amount of the 2035 notes to be redeemed, plus accrued and unpaid
interest to, but not including, the redemption date.
The term "treasury rate" means, with respect to any 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(519)" or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the comparable treasury issue (if no
maturity is
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within three months before or after the remaining life (as defined below), 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 such
yields on a straight line basis, rounding to the nearer month); or
·
if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields,
the rate per annum 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 such redemption
date.
The treasury rate will be calculated on the third business day preceding the date fixed for redemption.
The term "comparable treasury issue" means the U.S. Treasury security selected by an independent investment banker as having a maturity
comparable to the remaining term ("remaining life") of the notes to be redeemed 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 such notes.
The term "comparable treasury price" means (1) the average of six reference treasury dealer quotations for such redemption date, after excluding
the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than six reference treasury dealer
quotations, the average of all such quotations.
The term "independent investment banker" means one of the reference treasury dealers that we appoint to act as the independent investment banker
from time to time.
The term "reference treasury dealer" means each of (1) Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, UBS
Securities LLC and Wells Fargo Securities, LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. government securities dealer in the United States (a "primary treasury dealer"), we will substitute therefor another primary treasury dealer
and (2) one other primary treasury dealer selected by us after consultation with the independent investment banker.
The term "reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the average, as
determined by the independent investment banker, 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 independent investment banker at 5:00 p.m., New York City time, on the third business day preceding
such redemption date.
Notice of any redemption will be mailed first-class, postage-prepaid at least 30 days but not more than 60 days before the redemption date to each
holder of the notes of the series to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will
cease to accrue on the notes or portions thereof called for redemption. If less than all of the notes of a series are to be redeemed, the notes of such series
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