ABOUT THIS PROSPECTUS SUPPLEMENT <\/strong><\/p>\nNo action has been or will be taken in any jurisdiction by us or by any
\nunderwriter that would permit a public offering of the notes or the possession
\nor distribution of this prospectus supplement, the accompanying prospectus or
\nany related free writing prospectus in any jurisdiction where action for that
\npurpose is required, other than the United States. Unless otherwise expressly
\nstated or the context otherwise requires, references to “dollars,” “$” and other
\nsimilar references in this prospectus supplement, the accompanying prospectus
\nand any related free writing prospectuses are to U.S. dollars.<\/p>\n
No person is authorized to give any information or to make any
\nrepresentations other than those contained or incorporated by reference in this
\nprospectus supplement, the accompanying prospectus or any free writing
\nprospectus we may provide to you in connection with this offering and, if given
\nor made, such information or representations must not be relied upon as having
\nbeen authorized. This prospectus supplement, the accompanying prospectus and any
\nsuch free writing prospectus do not constitute an offer to sell or the
\nsolicitation of an offer to buy any securities other than the securities
\ndescribed in this prospectus supplement or an offer to sell or the solicitation
\nof an offer to buy those securities in any circumstances or jurisdiction in
\nwhich such offer or solicitation is unlawful.<\/p>\n
Unless otherwise expressly stated or the context otherwise requires, the
\nwords “Occidental,” “we,” “us” and “our” as used in this prospectus supplement
\nrefer only to Occidental Petroleum Corporation and not to any of its
\nsubsidiaries.<\/p>\n
i<\/p>\n
\n RISK FACTORS <\/strong><\/p>\nInvesting in the notes involves risks. You should carefully consider the
\nfollowing risk factors, in addition to the other information contained or
\nincorporated by reference in this prospectus supplement and the accompanying
\nprospectus. Specifically, please see “Risk Factors” included in our Annual
\nReport on Form 10-K for the year ended December 31, 2010 and the other
\ninformation in that and the other reports that we file with the Securities and
\nExchange Commission, or SEC, that are incorporated by reference in this
\nprospectus supplement for a discussion of risk factors that may affect our
\nbusiness. Realization of any of those risks or the following risks or adverse
\nresults from any matter listed under the heading “Forward-Looking Statements” in
\nthe accompanying prospectus or in any such reports could have a material adverse
\neffect on our business, financial condition, cash flows and results of
\noperations, and you might lose all or part of your investment.<\/em><\/p>\nRisks Related to the Notes <\/strong><\/p>\nThe notes will be effectively subordinated to the indebtedness
\nand other liabilities of our subsidiaries. <\/em><\/strong><\/p>\nSubstantially all of our operations are conducted through our subsidiaries.
\nNone of our subsidiaries is a guarantor of the notes. As a result, our right to
\nreceive assets upon the liquidation or recapitalization of any of our
\nsubsidiaries, and your consequent right to benefit from our receipt of those
\nassets, will be subject to the claims of such subsidiary’s creditors.
\nAccordingly, the notes are effectively subordinated to all indebtedness and
\nother liabilities, including trade payables, of our subsidiaries. Even if we
\nwere recognized as a creditor of one or more of our subsidiaries, our claims
\nwould still be effectively subordinated to any security interests in or other
\nliens on the assets of any such subsidiary and to any indebtedness or other
\nliabilities of any such subsidiary senior to our claims.<\/p>\n
In addition, we derive substantially all of our revenues from our
\nsubsidiaries. As a result, our cash flow and our ability to service our debt and
\nother obligations, including the notes, will depend on the results of operations
\nof our subsidiaries and upon the ability of our subsidiaries to provide us with
\ncash to pay amounts due on our obligations, including the notes. Our
\nsubsidiaries are separate and distinct legal entities and have no obligation to
\nmake payments on the notes or to make funds available to us for that purpose. In
\naddition, dividends, loans or other distributions from our subsidiaries to us
\nmay be subject to contractual and other restrictions, are dependent upon results
\nof operations of our subsidiaries, may be subject to tax or other laws limiting
\nour ability to repatriate funds from foreign subsidiaries and may be subject to
\nother business considerations.<\/p>\n
The notes will be unsecured and therefore will be effectively
\nsubordinated to any secured indebtedness we may incur. <\/em><\/strong><\/p>\nThe notes will not be secured by any of our assets. As a result, the notes
\nwill be effectively subordinated to any secured debt we or our subsidiaries may
\nincur in the future to the extent of the value of the assets securing such debt.
\nIn any liquidation, dissolution, bankruptcy or other similar proceeding, the
\nholders of any of our secured debt and the secured debt of our subsidiaries may
\nassert rights against the assets pledged to secure that debt in order to receive
\nfull payment of their debt before the assets may be used to pay other creditors,
\nincluding the holders of the notes.<\/p>\n
Our credit ratings may not reflect all risks of an investment in
\nthe notes and there is no protection in the indenture for holders of the notes
\nin the event of a ratings downgrade. <\/em><\/strong><\/p>\nOur credit ratings are an assessment by rating agencies of our ability to pay
\nour debts when due but they may not reflect the potential impact of all risks
\nrelated to an investment in the notes. Consequently, real or anticipated changes
\nin our credit ratings will generally affect the market value of the notes.
\nCredit ratings are not a recommendation to buy, sell or hold any security, and
\nmay be revised or withdrawn at any time by the issuing organization in its sole
\ndiscretion. We have no<\/p>\n
S-1<\/p>\n
\nobligation to maintain the ratings and neither we nor any underwriter
\nundertakes any obligation to advise holders of notes of any change in ratings.
\nEach agency’s rating should be evaluated independently of any other agency’s
\nrating.<\/p>\n
The indenture does not limit the amount of indebtedness that we
\nor our subsidiaries may incur. <\/em><\/strong><\/p>\nThe indenture does not limit our ability or that of our subsidiaries to incur
\nadditional indebtedness or contain provisions that would afford holders of the
\nnotes protection in the event of a decline in our credit quality or a take-over,
\nrecapitalization or highly leveraged or similar transaction. Accordingly, we and
\nour subsidiaries could, in the future, enter into transactions that could
\nincrease the amount of indebtedness outstanding at that time or otherwise
\nadversely affect your position in our consolidated capital structure or our
\ncredit ratings.<\/p>\n
If an active trading market does not develop for the notes, you
\nmay be unable to sell your notes or to sell your notes at a price that you deem
\nsufficient. <\/em><\/strong><\/p>\nThe notes are a new issue of securities with no established trading market,
\nand we do not intend to list them on any securities exchange or automated
\nquotation system. As a result, an active trading market for the notes may not
\ndevelop, or if one does develop, it may not be sustained. If an active trading
\nmarket fails to develop or cannot be sustained, you may not be able to resell
\nyour notes at their fair market value or at all.<\/p>\n
S-2<\/p>\n
\n OCCIDENTAL <\/strong><\/p>\nOur principal businesses consist of three segments operated by our
\nsubsidiaries and affiliates. The oil and gas segment explores for, develops,
\nproduces and markets crude oil, including natural gas liquids (NGLs) and
\ncondensate (together with NGLs, “liquids”), as well as natural gas. The chemical
\nsegment manufactures and markets basic chemicals, vinyls and other chemicals.
\nThe midstream, marketing and other segment gathers, treats, processes,
\ntransports, stores, purchases and markets crude oil, liquids, natural gas,
\ncarbon dioxide and power. It also trades around its assets, including pipelines
\nand storage capacity, and trades oil and gas, other commodities and
\ncommodity-related securities. Our principal executive offices are located at
\n10889 Wilshire Boulevard, Los Angeles, California 90024, telephone (310)
\n208-8800.<\/p>\n
USE OF PROCEEDS <\/strong><\/p>\nThe net proceeds from this offering are expected to be approximately $
\nmillion, after deducting the underwriting discounts and our estimated offering
\nexpenses. We intend to use the net proceeds from the sale of the notes for
\ngeneral corporate purposes, which may include ordinary course working capital
\nincreases, acquisitions, retirement of debt, stock repurchases and other
\nbusiness opportunities.<\/p>\n
S-3<\/p>\n
\n DESCRIPTION OF THE NOTES <\/strong><\/p>\nThe 20 and the 20 notes will each constitute a separate series of senior debt
\nsecurities under an indenture (the “indenture”) to be entered into between us
\nand The Bank of New York Mellon Trust Company, N.A., as trustee. We will issue
\nthe notes under an officers’ certificate pursuant to such indenture setting
\nforth the specific terms applicable to such notes. References to the “indenture”
\nin this description mean such indenture as so supplemented by such certificate.\n<\/p>\n
The following description is a summary of some of the provisions of the notes
\nand the indenture. This summary is not complete and is qualified in its entirety
\nby reference to the indenture. You should carefully read the summary below, the
\ndescription of the general terms and provisions of our senior debt securities
\nset forth in the accompanying prospectus under the heading “Description of
\nSenior Debt Securities” and the indenture before investing in the notes.<\/p>\n
This description of the notes supplements and, to the extent it is
\ninconsistent, replaces the description of the general provisions of the senior
\ndebt securities and the indenture in the accompanying prospectus. The notes are
\n“senior debt securities” as that term is used in the accompanying prospectus,
\nthe indenture is referred to in the accompanying prospectus as the “Senior
\nIndenture” and the trustee is referred to in the accompanying prospectus as the
\n“Senior Indenture Trustee.” In this description, the term “Securities” refers to
\nall senior debt securities that may be issued under the indenture and includes
\nthe notes.<\/p>\n
Description of the Notes <\/strong><\/p>\nThe notes are unsecured and will rank equally in right of payment with all of
\nour other senior unsecured indebtedness. The indenture does not limit the
\naggregate principal amount of Securities that we may issue under the indenture
\nand we may, without the consent of holders of outstanding Securities, issue
\nadditional Securities thereunder. In addition, the indenture does not limit the
\namount of other unsecured debt that we or our subsidiaries may issue or incur.
\nSuch other unsecured debt may have different terms than the notes. Our
\npreviously issued and outstanding senior debt does have different terms than the
\nnotes (including different restrictive covenants and event of default
\nprovisions). The terms of the notes will only be as described in the indenture,
\nthe accompanying prospectus and this prospectus supplement. As of June 30, 2011,
\nwe had approximately $4.3 billion of senior debt securities outstanding which
\nranked equally in right of payment with the notes.<\/p>\n
Substantially all of our operations are conducted through our subsidiaries.
\nNone of our subsidiaries is a guarantor of the notes. As a result, our right to
\nreceive assets upon the liquidation or recapitalization of any of our
\nsubsidiaries, and your consequent right to benefit from our receipt of those
\nassets, will be subject to the claims of such subsidiary’s creditors.
\nAccordingly, the notes are effectively subordinated to all indebtedness and
\nother liabilities, including trade payables, of our subsidiaries. Even if we
\nwere recognized as a creditor of one or more of our subsidiaries, our claims
\nwould still be effectively subordinated to any security interests in or other
\nliens on the assets of any such subsidiary and to any indebtedness or other
\nliabilities of any such subsidiary senior to our claims.<\/p>\n
Principal, Maturity and Interest <\/strong><\/p>\nThe 20 notes will be initially limited to $ aggregate principal amount, and
\nthe 20 notes will be initially limited to $ aggregate principal amount. The 20
\nnotes will mature on , 20 and the 20 notes will mature on , 20 . We may, from
\ntime to time, without the consent of the holders of the notes of any series,
\nreopen the 20 notes or the 20 notes or both and issue additional notes of such
\nseries.<\/p>\n
Interest on the 20 notes will accrue at the rate of % per year, and interest
\non the 20 notes will accrue at the rate of % per year. Interest on the notes
\nwill be payable semi-annually in<\/p>\n
S-4<\/p>\n
\narrears on and , commencing on , 2012. We will make each interest payment to
\nthe holders of record of the notes at the close of business on the immediately
\npreceding and , respectively.<\/p>\n
If any interest payment date, maturity date or redemption date for the 20
\nnotes or the 20 notes falls on a day that is not a business day, the payment
\nwill be made on the next business day, and no interest will accrue on that
\npayment for the period from and after such interest payment date, maturity date
\nor redemption date until such following business day.<\/p>\n
Interest on the 20 notes and the 20 notes will accrue from August , 2011 and
\nwill be computed on the basis of a 360-day year comprised of twelve 30-day
\nmonths.<\/p>\n
Interest payable on any interest payment date or on the maturity date of the
\n20 notes or the 20 notes shall be the amount of interest accrued from, and
\nincluding, the immediately preceding interest payment date in respect of which
\ninterest has been paid or duly provided for on the notes of such series (or from
\nand including the original issue date of the notes of such series, if no
\ninterest has been paid or duly provided for on the notes of such series) to, but
\nnot including, such interest payment date or maturity date, as the case may be.\n<\/p>\n
Place of Payment, Transfer and Exchange <\/strong><\/p>\nAll payments on the notes will be made, and transfers of the notes will be
\nregistrable, at the trustee’s office in The City of New York, unless we
\ndesignate another place for such purpose.<\/p>\n
Optional Redemption <\/strong><\/p>\nThe 20 notes are redeemable at our option, in whole at any time or in part
\nfrom time to time, and the 20 notes are redeemable at our option, in whole at
\nany time or in part from time to time prior to , 20 , at a redemption price
\nequal to the greater of:<\/p>\n<\/p>\n
100% of the principal amount of the notes of such series to be redeemed; and\n<\/p>\n<\/p>\n
the sum of the present values of the remaining scheduled payments of
\nprincipal and interest on the notes of such series to be redeemed (not including
\nany portion of such payments of interest accrued to the redemption date)
\ndiscounted to the redemption date on a semi-annual basis (assuming a 360-day
\nyear comprised of twelve 30-day months) at the Adjusted Treasury Rate plus basis
\npoints, in the case of the 20 notes, and basis points, in the case of the 20
\nnotes;<\/p>\n
plus, in each case, accrued and unpaid interest on the principal amount of
\nthe notes of such series being redeemed to the redemption date.<\/p>\n
On and after 20 , the 20 notes are redeemable at our option, in whole at any
\ntime or in part from time to time, at a redemption price equal to 100% of the
\nprincipal amount of the 20 notes to be redeemed, plus accrued and unpaid
\ninterest on the principal amount of the 20 notes being redeemed to the
\nredemption date.<\/p>\n
Notwithstanding the foregoing, with respect to payments of interest on the 20
\nnotes or the 20 notes that are due and payable on any interest payment dates
\nfalling on or prior to a redemption date for the notes of such series, we will
\nmake such payments to the record holders of such notes at the close of business
\non the relevant regular record dates.<\/p>\n
We will send to each holder of the 20 notes or the 20 notes, as applicable,
\nnotice of any redemption of notes of such series at least 30 days but not more
\nthan 60 days before the applicable redemption date. Unless we default in payment
\nof the redemption price (or accrued and unpaid interest) with respect to the
\nnotes to be redeemed, no interest will accrue on the notes or portions<\/p>\n
S-5<\/p>\n
\nthereof so redeemed for the period on and after such redemption date. If less
\nthan all of the notes of such series are to be redeemed, the trustee will select
\nthe notes (or portions thereof) to be redeemed by such method as the trustee
\ndeems fair and appropriate.<\/p>\n
“Adjusted Treasury Rate” means, with respect to any redemption date for the
\n20 notes or the 20 notes, as applicable, the rate per year equal to the
\nsemi-annual equivalent yield to maturity of the Comparable Treasury Issue,
\nassuming a price for the Comparable Treasury Issue (expressed as a percentage of
\nits principal amount) equal to the Comparable Treasury Price for such redemption
\ndate.<\/p>\n
“Comparable Treasury Issue” means, with respect to any redemption date for
\nthe 20 notes or the 20 notes, as applicable, the United States Treasury security
\nselected by the Quotation Agent as having a maturity comparable to the remaining
\nterm of the notes of such series to be redeemed that would be utilized, at the
\ntime of selection and in accordance with customary financial practice, in
\npricing new issues of corporate debt securities of comparable maturity to the
\nremaining term of the notes of such series.<\/p>\n
“Comparable Treasury Price” means, with respect to any redemption date for
\nthe 20 notes or the 20 notes, as applicable, (1) the average of the Reference
\nTreasury Dealer Quotations for such redemption date, after excluding the highest
\nand lowest Reference Treasury Dealer Quotations, or (2) if the trustee obtains
\nfewer than three Reference Treasury Dealer Quotations, the average of all such
\nReference Treasury Dealer Quotations, such average in any case to be determined
\nby the Quotation Agent, or (3) if only one Reference Treasury Dealer Quotation
\nis received, such Reference Treasury Dealer Quotation.<\/p>\n
“Quotation Agent” means, with respect to any redemption date for the 20 notes
\nor the 20 notes, as applicable, the Reference Treasury Dealer appointed by us.\n<\/p>\n
“Reference Treasury Dealer” means, with respect to any redemption date for
\nthe 20 notes or the 20 notes, as applicable, (1) Barclays Capital Inc.,
\nCitigroup Global Markets Inc. and J.P. Morgan Securities LLC (or their
\nrespective affiliates which are primary U.S. Government securities dealers) and
\ntheir respective successors; provided, however, that if any of them shall cease
\nto be a primary U.S. Government securities dealer in the United States of
\nAmerica (a “Primary Treasury Dealer”), we will substitute for it another Primary
\nTreasury Dealer and (2) any other Primary Treasury Dealer or Dealers selected by
\nus.<\/p>\n
“Reference Treasury Dealer Quotations” means, with respect to each Reference
\nTreasury Dealer and any redemption date for the 20 notes or the 20 notes, as
\napplicable, the average, as determined by the Quotation Agent, of the bid and
\nasked prices for the Comparable Treasury Issue (expressed in each case as a
\npercentage of its principal amount) quoted in writing to the trustee by such
\nReference Treasury Dealer at 5:00 p.m. on the third business day in The City of
\nNew York preceding such redemption date.<\/p>\n
Discharge <\/strong><\/p>\nWe may terminate at any time our obligations under the indenture with respect
\nto either or both series of notes (other than certain limited obligations, such
\nas the obligation to transfer and exchange the notes of that series) by (1)(a)
\ndelivering all of the notes of that series to the trustee to be cancelled or (b)
\ndepositing with the trustee in trust funds or non-callable United States
\ngovernment or government-guaranteed obligations sufficient without reinvestment
\nto pay all remaining principal and interest on the notes of that series and (2)
\ncomplying with certain other provisions of the indenture.<\/p>\n
If we elect to discharge our obligations with respect to either or both
\nseries of notes by depositing cash or United States government or government
\nguaranteed obligations as described above, under present law such discharge is
\nlikely to be treated for United States federal income tax purposes as a
\nredemption of notes of that series prior to maturity in exchange for the
\nproperty deposited in trust. In<\/p>\n
S-6<\/p>\n
\nthat event, each holder would generally recognize, at the time of discharge,
\ngain or loss for United States federal income tax purposes measured by the
\ndifference between (1) the sum of (a) the amount of any cash and (b) the fair
\nmarket value of any property deposited in trust deemed received by such holder
\n(unless attributable to accrued interest) and (2) such holder’s tax basis in the
\nnotes of that series deemed surrendered. After the discharge, each such holder
\nwould likely be treated as if it held an undivided interest in the cash (or
\ninvestments made therewith) and the property held in trust (or investments made
\nwith interest received therefrom). Each such holder would generally be subject
\nto tax liability in respect of interest income and original issue discount, if
\napplicable, thereon and would recognize any gain or loss upon any disposition,
\nincluding redemption, of the assets held in trust. Although tax might be owed,
\nthe holder of a discharged note would not receive cash (except for current
\npayments of interest on that note) until the maturity or earlier redemption (or,
\nif applicable, repurchase by us at the option of the holder) of that note.
\nUnited States federal income tax treatment of this nature could affect the
\npurchase price that a holder would receive upon the sale of the notes. You are
\nurged to consult with your tax advisor regarding the tax consequences of the
\ndischarge of our obligations.<\/p>\n
Book-Entry; Delivery and Form <\/strong><\/p>\nThe notes will be issued in the form of one or more global notes (“Global
\nNotes”) which will be held by the trustee as custodian for The Depository Trust
\nCompany (the “Depositary”), New York, New York, and registered in the name of
\nCede & Co., as nominee of the Depositary. All interests in the Global Notes
\nwill be subject to the operations and procedures of the Depositary, Euroclear
\nBank S.A.\/N.V. (“Euroclear”) and Clearstream Banking, soci t anonyme<\/em>
\n(“Clearstream, Luxembourg”). The notes will be issued in fully registered form
\nwithout coupons and will be issued in, and beneficial interests in the Global
\nNotes must be held in, minimum denominations of $2,000 and integral multiples of
\n$1,000 in excess thereof.<\/p>\nNotwithstanding the foregoing, if (1) the Depositary notifies us that it is
\nunwilling or unable to continue as depositary for the notes of any series or if
\nthe Depositary ceases to be eligible to act in such capacity and a successor
\ndepositary is not appointed by us within 90 days, (2) an event or default (as
\ndefined in the indenture) with respect to the notes of any series shall have
\noccurred and be continuing or (3) we in our sole discretion shall determine that
\nthe notes of any series will no longer be represented by Global Notes, the
\nGlobal Notes of such series will be exchanged for notes of such series in
\ndefinitive form of like tenor and in an equal aggregate principal amount in
\nauthorized denominations. Such definitive notes will be registered in such name
\nor names as the Depositary instructs the trustee.<\/p>\n
The Depositary has advised us that pursuant to procedures established by it
\n(i) upon the issuance of the Global Notes, the Depositary or its custodian will
\ncredit, on its internal system, the principal amount of the individual
\nbeneficial interests represented by such Global Notes to the respective accounts
\nof persons who have accounts with such Depositary and (ii) ownership of
\nbeneficial interests in the Global Notes will be shown on, and the transfer of
\nsuch ownership will be effected only through, records maintained by the
\nDepositary or its nominee (with respect to interests of participants) and the
\nrecords of participants (with respect to interests of persons other than
\nparticipants). Ownership of beneficial interests in the Global Notes will be
\nlimited to persons who have accounts with the Depositary (“participants”) or
\npersons who hold interests through participants. Holders may hold their
\ninterests in the Global Notes directly through the Depositary if they are
\nparticipants in such system, or indirectly through organizations that are
\nparticipants in such system.<\/p>\n
So long as the Depositary, or its nominee, is the registered owner or holder
\nof the notes, the Depositary or such nominee, as the case may be, will be
\nconsidered the sole owner or holder of the notes represented by such Global
\nNotes for all purposes under the indenture. No beneficial owner of<\/p>\n
S-7<\/p>\n
\nan interest in the Global Notes will be able to transfer that interest except
\nin accordance with the Depositary’s procedures and those provided for under the
\nindenture.<\/p>\n
Payments of the principal of and premium, if any, and interest on the Global
\nNotes will be made to the Depositary or its nominee, as the case may be, as the
\nregistered owner of the Global Notes. Neither we nor the trustee or any paying
\nagent under the indenture will have any responsibility or liability for any
\naspect of the records relating to or payments made on account of beneficial
\nownership interests in the Global Notes or for maintaining, supervising or
\nreviewing any records relating to such beneficial ownership interests.<\/p>\n
The Depositary has advised us that its present practice is, upon receipt of
\nany payment of principal of and premium, if any, and interest on the Global
\nNotes, to credit participants’ accounts immediately with payments in amounts
\nproportionate to their respective beneficial interests in the principal amount
\nof the Global Notes as shown on the records of the Depositary. Payments by
\nparticipants to owners of beneficial interests in the Global Notes held through
\nsuch participants will be governed by standing instructions and customary
\npractice, as is now the case with securities held for the accounts of customers
\nregistered in the names of nominees for such customers. Such payments will be
\nthe responsibility of such participants. Transfers between participants in the
\nDepositary will be effected in the ordinary way through the Depositary’s
\nsame-day funds settlement system in accordance with the Depositary’s rules and
\nwill be settled in same-day funds.<\/p>\n
The Depositary has advised us as follows: the Depositary is a limited purpose
\ntrust company organized under the laws of the State of New York, a member of the
\nFederal Reserve System, a “clearing corporation” within the meaning of the
\nUniform Commercial Code and a “clearing agency” registered pursuant to the
\nprovisions of Section 17A of the Securities Exchange Act of 1934. The Depositary
\nwas created to hold securities for its participants and facilitate the clearance
\nand settlement of securities transactions between participants through
\nelectronic book-entry changes in accounts of its participants, thereby
\neliminating the need for physical movement of certificates. Participants include
\nsecurities brokers and dealers, banks, trust companies and clearing corporations
\nand certain other organizations. Indirect access to the Depositary system is
\navailable to others such as banks, brokers, dealers and trust companies that
\nclear through or maintain a custodial relationship with a participant, either
\ndirectly or indirectly, or indirect participants.<\/p>\n
Although the Depositary has agreed to the foregoing procedures in order to
\nfacilitate transfers of interests in the Global Notes among participants of the
\nDepositary, it is under no obligation to perform such procedures, and such
\nprocedures may be discontinued at any time. None of us, any of the underwriters
\nor the trustee will have any responsibility for the performance by the
\nDepositary or its participants or indirect participants of their respective
\nobligations under the rules and procedures governing their operations.<\/p>\n
Clearstream, Luxembourg and Euroclear hold interests on behalf of their
\nparticipating organizations through customers’ securities accounts in
\nClearstream, Luxembourg’s and Euroclear’s names on the books of their respective
\ndepositaries, which hold those interests in customers’ securities accounts in
\nthe depositaries’ names on the books of the Depositary. At the present time,
\nCitibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg, and JPMorgan
\nChase Bank, N.A. acts as U.S. depositary for Euroclear (the “U.S.
\nDepositaries”).<\/p>\n
Clearstream, Luxembourg holds securities for its participating organizations
\n(“Clearstream Participants”) and facilitates the clearance and settlement of
\nsecurities transactions between Clearstream Participants through electronic
\nbook-entry changes in accounts of Clearstream Participants, thereby eliminating
\nthe need for physical movement of certificates. Clearstream, Luxembourg provides
\nto Clearstream Participants, among other things, services for safekeeping,
\nadministration, clearance and settlement of internationally traded securities
\nand securities lending and borrowing.<\/p>\n
S-8<\/p>\n
\nClearstream, Luxembourg is registered as a bank in Luxembourg, and as such is
\nsubject to regulation by the Commission de Surveillance du Secteur Financier and
\nthe Banque Centrale du Luxembourg, which supervise and oversee the activities of
\nLuxembourg banks. Clearstream Participants are financial institutions including
\ninvestment banks, securities brokers and dealers, banks, trust companies and
\nclearing corporations, and may include the underwriters or their affiliates.
\nIndirect access to Clearstream, Luxembourg is available to other institutions
\nthat clear through or maintain a custodial relationship with a Clearstream
\nParticipant. Clearstream, Luxembourg has established an electronic bridge with
\nEuroclear as the operator of the Euroclear System (the “Euroclear Operator”) in
\nBrussels to facilitate settlement of trades between Clearstream, Luxembourg and
\nthe Euroclear Operator.<\/p>\n
Distributions with respect to the notes held beneficially through
\nClearstream, Luxembourg will be credited to cash accounts of Clearstream
\nParticipants in accordance with its rules and procedures, to the extent received
\nby the U.S. Depositary for Clearstream, Luxembourg.<\/p>\n
Euroclear holds securities and book-entry interests in securities for
\nparticipating organizations (“Euroclear Participants”) and facilitates the
\nclearance and settlement of securities transactions between Euroclear
\nParticipants, and between Euroclear Participants and participants of certain
\nother securities intermediaries through electronic book-entry changes in
\naccounts of such participants or other securities intermediaries. Euroclear
\nprovides Euroclear Participants, among other things, with safekeeping,
\nadministration, clearance and settlement, securities lending and borrowing, and
\nrelated services. Euroclear Participants are investment banks, securities
\nbrokers and dealers, banks, central banks, supranationals, custodians,
\ninvestment managers, corporations, trust companies and certain other
\norganizations, and may include the underwriters or their affiliates.
\nNon-participants in Euroclear may hold and transfer beneficial interests in a
\nGlobal Note through accounts with a participant in the Euroclear System or any
\nother securities intermediary that holds a book-entry interest in a Global Note
\nthrough one or more securities intermediaries standing between such other
\nsecurities intermediary and Euroclear.<\/p>\n
Securities clearance accounts and cash accounts with the Euroclear Operator
\nare governed by the Terms and Conditions Governing Use of Euroclear and the
\nrelated Operating Procedures of the Euroclear System, and applicable Belgian law
\n(collectively, the “Terms and Conditions”). The Terms and Conditions govern
\ntransfers of securities and cash within Euroclear, withdrawals of securities and
\ncash from Euroclear and receipts of payments with respect to securities in
\nEuroclear. All securities in Euroclear are held on a fungible basis without
\nattribution of specific certificates to specific securities clearance accounts.
\nThe Euroclear Operator acts under the Terms and Conditions only on behalf of
\nEuroclear Participants, and has no record of or relationship with persons
\nholding through Euroclear Participants.<\/p>\n
Distributions on the notes held beneficially through Euroclear will be
\ncredited to the cash accounts of Euroclear Participants in accordance with the
\nTerms and Conditions, to the extent received by the U.S. Depositary for
\nEuroclear.<\/p>\n
Transfers between Euroclear Participants and Clearstream Participants will be
\neffected in the ordinary way in accordance with their respective rules and
\noperating procedures.<\/p>\n
Cross-market transfers between direct participants in the Depositary, on the
\none hand, and Euroclear Participants or Clearstream Participants, on the other
\nhand, will be effected through the Depositary in accordance with the
\nDepositary’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the
\ncase may be, by its U.S. Depositary; however, such cross-market transactions
\nwill require delivery of instructions to Euroclear or Clearstream, Luxembourg,
\nas the case may be, by the counterparty in such system in accordance with the
\nrules and procedures and within the established deadlines (European time) of
\nsuch system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if
\nthe transaction meets its settlement requirements, deliver instructions to its
\nU.S. Depositary to<\/p>\n
S-9<\/p>\n
\ntake action to effect final settlement on its behalf by delivering or
\nreceiving interests in the Global Notes in the Depositary, and making or
\nreceiving payment in accordance with normal procedures for same-day fund
\nsettlement applicable to the Depositary. Euroclear Participants and Clearstream
\nParticipants may not deliver instructions directly to their respective U.S.
\nDepositaries.<\/p>\n
Due to time zone differences, the securities accounts of a Euroclear
\nParticipant or Clearstream Participant purchasing an interest in a Global Note
\nfrom a direct participant in the Depositary will be credited, and any such
\ncrediting will be reported to the relevant Euroclear Participant or Clearstream
\nParticipant, during the securities settlement processing day (which must be a
\nbusiness day for Euroclear or Clearstream, Luxembourg) immediately following the
\nsettlement date of the Depositary. Cash received in Euroclear or Clearstream,
\nLuxembourg as a result of sales of interests in a Global Note by or through a
\nEuroclear Participant or Clearstream Participant to a direct participant in the
\nDepositary will be received with value on the settlement date of the Depositary
\nbut will be available in the relevant Euroclear or Clearstream, Luxembourg cash
\naccount only as of the business day for Euroclear or Clearstream, Luxembourg
\nfollowing the Depositary’s settlement date.<\/p>\n
The information in this section concerning the Depositary, Euroclear and
\nClearstream, Luxembourg and their book-entry systems has been obtained from
\nsources that we believe to be reliable, but we take no responsibility for the
\naccuracy of that information.<\/p>\n
Although Euroclear and Clearstream, Luxembourg have agreed to the foregoing
\nprocedures to facilitate transfers of interests in the Global Notes among
\nEuroclear Participants and Clearstream Participants, they are under no
\nobligation to perform or to continue to perform such procedures, and such
\nprocedures may be discontinued at any time. None of us, any of the underwriters
\nor the trustee will have any responsibility for the performance by Euroclear or
\nClearstream, Luxembourg or their respective Participants of their respective
\nobligations under the rules and procedures governing their operations.<\/p>\n
S-10<\/p>\n
\n CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
\n
\nTO NON-U.S. HOLDERS <\/strong><\/p>\nThe following is a summary of certain United States federal income tax
\nconsequences of the purchase, ownership, and disposition of the notes by an
\ninitial purchaser of the notes that, for United States federal income tax
\npurposes, is not a “United States person” as defined below (a “Non-U.S. Holder”)
\nand purchases the notes pursuant to this prospectus supplement. This summary is
\nbased upon existing United States federal income tax law, which is subject to
\ndiffering interpretations or change, possibly with retroactive effect. This
\nsummary does not discuss all aspects of United States federal income taxation
\nwhich may be important to particular investors in light of their individual
\ninvestment circumstances, such as notes held by investors subject to special tax
\nrules (e.g., banks, financial institutions, insurance companies, broker-
\ndealers, partnerships and their partners, and tax-exempt organizations
\n(including private foundations)) or to persons that will hold the notes as part
\nof a straddle, hedge, conversion, constructive sale, or other integrated
\nsecurity transaction for United States federal income tax purposes, all of whom
\nmay be subject to tax rules that differ significantly from those summarized
\nbelow. In addition, this summary does not discuss any (i) United States federal
\nincome tax consequences to a Non-U.S. Holder that (A) is engaged in the conduct
\nof a United States trade or business, (B) is a nonresident alien individual and
\nsuch holder is present in the United States for 183 or more days during the
\ntaxable year, or (C) is a corporation which operates through a United States
\nbranch, and (ii) state, local or non-United States tax considerations. Each
\nprospective investor is urged to consult its tax advisor regarding the United
\nStates federal, state, local, and non-United States income and other tax
\nconsiderations of the purchase, ownership, and disposition of the notes.<\/p>\n
For the purposes of this summary, a “United States person” is, for United
\nStates federal income tax purposes, (i) a citizen or resident of the United
\nStates, (ii) a corporation (or other entity classified as a corporation for
\nUnited States Federal income tax purposes) created or organized in or under the
\nlaw of, the United States or any State or the District of Columbia, (iii) an
\nestate the income of which is includible in gross income for United States
\nfederal income tax purposes regardless of its source, or (iv) a trust (A) the
\nadministration of which is subject to the primary supervision of a United States
\ncourt and which has one or more United States persons who have the authority to
\ncontrol all substantial decisions of the trust or (B) that has otherwise validly
\nelected to be treated as a United States person.<\/p>\n
Interest Income <\/strong><\/p>\nPayments of interest on the notes made to a Non-U.S. Holder will not be
\nsubject to United States federal income or withholding tax provided that (i)
\nsuch holder (A) does not actually or constructively own 10% or more of the total
\ncombined voting power of all classes of our stock entitled to vote and (B) is
\nnot a controlled foreign corporation that is related to us through stock
\nownership for United States federal income tax purposes and (ii) the
\nrequirements of section 871(h) or 881(c) of the Internal Revenue Code of 1986,
\nas amended (the “Code”), are satisfied as described below under the heading
\n“Owner’s Statement Requirement.”<\/p>\n
Sale or Exchange <\/strong><\/p>\nA Non-U.S. Holder generally will not be subject to United States federal
\nincome tax on gain recognized on a sale, exchange, redemption, or other
\ndisposition of a note.<\/p>\n
Owner’s Statement Requirement <\/strong><\/p>\nIn order to avoid withholding tax on interest under section 871(h) or 881(c)
\nof the Code, either the beneficial owner of a note or a securities clearing
\norganization, bank or other financial institution that holds customers’
\nsecurities in the ordinary course of its trade or business (a “Financial<\/p>\n
S-11<\/p>\n
\nInstitution”) and that holds a note on behalf of such owner must file a
\nstatement with us or our agent to the effect that the beneficial owner is not a
\nUnited States person. This requirement will be satisfied if we or our agent
\nreceives (i) a statement (an “Owner’s Statement”) from the beneficial owner of a
\nnote in which such owner certifies, under penalties of perjury, that such owner
\nis not a United States person and provides such owner’s name and address, and if
\napplicable, information with respect to tax treaty benefits, on an Internal
\nRevenue Service Form W-8BEN (or suitable substitute form) or (ii) a statement
\nfrom the Financial Institution holding the note on behalf of the beneficial
\nowner in which the Financial Institution certifies, under penalties of perjury,
\nthat it has received the Owner’s Statement, together with a copy of the Owner’s
\nStatement. The beneficial owner must inform us or our agent (or, in the case of
\na statement described in clause (ii) of the immediately preceding sentence, the
\nFinancial Institution) within 30 days of any change in information on the
\nOwner’s Statement.<\/p>\n
Backup Withholding and Information Reporting <\/strong><\/p>\nIn general, a Non-U.S. Holder will not be subject to backup withholding or
\ninformation reporting with respect to payments of interest and proceeds from the
\nsale or other disposition of notes, if an Owner’s Statement or similar
\ndocumentation is received or an exemption has otherwise been established,
\nprovided that the relevant agent does not know or have reason to know that the
\npayee is a United States person. If a note is held by a Non-U.S. Holder through
\na United States or United States related broker or financial institution and, in
\nsuch case, if the Non-U.S. Holder fails to provide an Owner’s Statement or other
\nappropriate evidence of non-United States status, backup withholding may apply.\n<\/p>\n
Backup withholding is not an additional tax. Any amount withheld under the
\nbackup withholding rules from a payment to a Non-U.S. Holder may be refunded or
\ncredited against the Non-U.S. Holder’s United States federal income tax
\nliability if the Non-U.S. Holder provides the required information to the United
\nStates Internal Revenue Service.<\/p>\n
S-12<\/p>\n
\n UNDERWRITING <\/strong><\/p>\nWe and the underwriters named below have entered into an underwriting
\nagreement with respect to the notes. Subject to certain conditions, each
\nunderwriter has severally agreed to purchase the principal amount of the notes
\nindicated in the following table.<\/p>\n
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