Obligation Occidental Petroleum Corporation 4.1% ( US674599CL77 ) en USD

Occidental Petroleum Corporation

100 % ▲

Etats-unis

US674599CL77 ( en USD )

4.1% par an ( paiement semestriel )

14/02/2047

Prospectus brochure de l'obligation Occidental Petroleum Corp US674599CL77 en USD 4.1%, échéance 14/02/2047

2 000 USD

750 000 000 USD

674599CL7

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

15/08/2025 ( Dans 11 jours )

Occidental Petroleum Corporation est une société américaine intégrée de pétrole et de gaz, impliquée dans l'exploration, le développement, la production et la commercialisation de pétrole brut, de gaz naturel et de produits chimiques.

L'Obligation émise par Occidental Petroleum Corporation ( Etats-unis ) , en USD, avec le code ISIN US674599CL77, paye un coupon de 4.1% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2047

L'Obligation émise par Occidental Petroleum Corporation ( Etats-unis ) , en USD, avec le code ISIN US674599CL77, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Occidental Petroleum Corporation ( Etats-unis ) , en USD, avec le code ISIN US674599CL77, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d263929d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-205047
CALCULATION OF REGISTRATION FEE

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

Registered

Per Security

Offering Price

Fee(1)
3.00% Senior Notes due 2027

$750,000,000

99.579%

$746,842,500

$86,560
4.10% Senior Notes due 2047

$750,000,000

99.776%

$748,320,000

$86,731

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

Prospectus Supplement
(To Prospectus dated June 18, 2015)
$1,500,000,000

$750,000,000 3.00% Senior Notes due 2027
$750,000,000 4.10% Senior Notes due 2047

We are offering $750,000,000 aggregate principal amount of our 3.00% senior notes due 2027 and $750,000,000 aggregate principal amount of
our 4.10% senior notes due 2047.
In this prospectus supplement, we refer to the 3.00% senior notes due 2027 as the "2027 notes" and the 4.10% senior notes due 2047 as the "2047
notes" and, together with the 2027 notes, the "notes." We will pay interest on the notes of each series semi-annually in arrears on February 15 and August
15 of each year, beginning August 15, 2017. The 2027 notes will mature on February 15, 2027 and the 2047 notes will mature on February 15, 2047. We may
redeem some or all of the notes of each series at our option at any time and from time to time at the applicable redemption prices 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.
Each series of notes is a new issue 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
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Price (1)

Discount
Expenses, to Us
Per 2027 Note

99.579%

0.450%

99.129%
Total for 2027 Notes

$ 746,842,500
$ 3,375,000
$ 743,467,500
Per 2047 Note

99.776%

0.750%

99.026%
Total for 2047 Notes

$ 748,320,000
$ 5,625,000
$ 742,695,000

(1)
Plus accrued interest, if any, from November 7, 2016.
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 November 7, 2016 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

BofA Merrill Lynch

Citigroup

J.P. Morgan

Wells Fargo Securities
Barclays

BBVA

Mizuho Securities

SOCIETE GENERALE
Co-Managers

HSBC

MUFG

SMBC Nikko

US Bancorp
BNY Mellon Capital Markets, LLC

CIBC Capital Markets

Scotiabank

Standard Chartered Bank
PNC Capital Markets LLC

Lebenthal Capital Markets

November 2, 2016
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

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-14
Underwriting
S-19
Legal Matters
S-23
Where You Can Find More Information
S-23
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
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Legal Matters
22
Experts
22

S-i
Table of Contents
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.

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Table of Contents
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;

· reorganization or restructuring of Occidental's operations;

· 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;

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· litigation;

· disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest,

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, 2015, 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 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
Table of Contents
The Offering

Issuer
Occidental Petroleum Corporation.

Securities offered
$750,000,000 aggregate principal amount of 3.00% Senior Notes due 2027 and
$750,000,000 aggregate principal amount of 4.10% Senior Notes due 2047. The notes
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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 of any series, reopen the 2027 notes or the 2047 notes and issue additional notes of
such series.

Maturity dates
The 2027 notes will mature on February 15, 2027. The 2047 notes will mature
on February 15, 2047.

Interest
Interest will accrue on the 2027 notes at 3.00% per year and interest will accrue on the
2047 notes at 4.10% per year. Interest will accrue on each series of the notes
from November 7, 2016.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on February 15 and August
15 of each year, beginning on August 15, 2017.

Use of proceeds
The net proceeds from this offering are expected to be approximately $1,484 million,
after deducting the underwriting discounts and our estimated offering expenses.

We intend to use the net proceeds from this offering for general corporate purposes.

Please see "Use of Proceeds."

Indenture
We will issue each series of 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 2027 notes at any time prior to November 15,
2026 at the "make-whole" redemption price specified under "Description of the Notes--
Optional Redemption."

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Table of Contents
On or after November 15, 2026, we may redeem all or any part of the 2027 notes at a

redemption price of 100% of the principal amount thereof plus accrued and unpaid
interest to the date of redemption, if any.

We may redeem all or any part of the 2047 notes at any time prior to August 15, 2046 at
the "make-whole" redemption price specified under "Description of the Notes--

Optional Redemption." On or after August 15, 2046, we may redeem all or any part of
the 2047 notes at a redemption price of 100% of the principal amount thereof plus
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accrued and unpaid interest to the date of redemption, if any.

Form, delivery and clearance
The notes of each series 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, 2015 for a discussion of the risk factors
you should carefully consider before you make your investment.

S-3
Table of Contents
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, 2015 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.
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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.
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 any series of 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 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.

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Table of Contents
USE OF PROCEEDS
The net proceeds from this offering are expected to be approximately $1,484 million, after deducting the underwriting discounts and our
estimated offering expenses. We intend to use the net proceeds from this offering for general corporate purposes.

S-6
Table of Contents
DESCRIPTION OF THE NOTES
The 2027 notes and the 2047 notes will each constitute a separate series of 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
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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 September 30, 2016, we had
approximately $8.4 billion of unsecured senior debt securities outstanding which ranked equally in right of payment with the notes.
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 2027 notes will be initially limited to $750,000,000 aggregate principal amount and the 2047 notes will be initially limited to
$750,000,000 aggregate principal amount. The 2027 notes will mature on February 15, 2027 and the 2047 notes will mature on February 15, 2047 .
We may, from time to time, without the consent of the holders of the notes of any series, reopen the 2027 notes and the 2047 notes and issue
additional notes of such series.

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Table of Contents
Interest on the 2027 notes will accrue at the rate of 3.00% per year and interest on the 2047 notes will accrue at the rate of 4.10% per
year. Interest on the notes of each series will be payable semi-annually in arrears on February 15 and August 15, commencing on August 15, 2017.
We will make each interest payment to the holders of record of the notes at the close of business on the immediately preceding February 1 and
August 1, respectively.
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 of any series 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 of such series (or from and including the original issue date of the notes of such series, if no interest has been paid or duly provided
for on the notes of such series) 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 2027 notes are redeemable at our option, in whole at any time or in part from time to time, in each case prior to November 15, 2026
(the "2027 notes par call date") and the 2047 notes are redeemable at our option, in whole at any time or in part from time to time, in each case
prior to August 15, 2046 (the "2047 notes par call date"), at a redemption price equal to the greater of:
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· 100% of the principal amount of the notes of such series to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes of such series to be
redeemed through the 2027 notes par call date, in the case of the 2027 notes or the 2047 notes par call date, in the case of the 2047

notes (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, in the case of the 2027 notes, or 25 basis points, in the case of the 2047 notes;
plus, in each case, accrued and unpaid interest on the principal amount of the notes of such series being redeemed to, but not including, the
redemption date.
On and after the 2027 notes par call date, the 2027 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 2027 notes to be redeemed, plus accrued and unpaid interest on the principal
amount of the 2027 notes being redeemed to, but not including, the redemption date.

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Table of Contents
On and after the 2047 notes par call date, the 2047 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 2047 notes to be redeemed, plus accrued and unpaid interest on the principal
amount of the 2047 notes being redeemed to, but not including, the redemption date.
Notwithstanding the foregoing, with respect to payments of interest on the 2027 notes or the 2047 notes that are due and payable on any
interest payment dates falling on or prior to a redemption date for the notes of such series, 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.
We will send to each holder of notes of any series, as applicable, notice of any redemption of notes of such series at least 30 days but not
more than 60 days before the applicable 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 of such series 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).
"Treasury Rate" means with respect to a series of notes, 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 of such series to be
redeemed (assuming, for that purpose, that such series of 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 of any series, as applicable, 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 of such series (assuming, for
this purpose, that such series of notes matured on the applicable par call date).
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424B5
"Comparable Treasury Price" means, with respect to any redemption date for the notes of any series, as applicable, (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

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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 of any series, as applicable, the Reference Treasury Dealer
appointed by us.
"Reference Treasury Dealer" means, with respect to any redemption date for the notes of any series, as applicable, each of (1) Citigroup
Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (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
of any series, as applicable, 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.
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 of
any series 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 of any series shall have occurred and be continuing or (3) we in our sole
discretion shall determine that the notes of any series will no longer be represented by Global Notes, the Global Notes of such series will be
exchangeable for notes of such series 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

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