Obligation General Motors Co 5.2% ( US37045VAJ98 ) en USD

General Motors Co

88.526 % ▼

Etats-unis

US37045VAJ98 ( en USD )

5.2% par an ( paiement semestriel )

31/03/2045

Prospectus brochure de l'obligation General Motors Co US37045VAJ98 en USD 5.2%, échéance 31/03/2045

2 000 USD

1 250 000 000 USD

37045VAJ9

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

01/10/2024 ( Dans 159 jours )

L'Obligation émise par General Motors Co ( Etats-unis ) , en USD, avec le code ISIN US37045VAJ98, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2045

L'Obligation émise par General Motors Co ( Etats-unis ) , en USD, avec le code ISIN US37045VAJ98, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par General Motors Co ( Etats-unis ) , en USD, avec le code ISIN US37045VAJ98, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit (1)
Aggregate Offering Price
Registration Fee (1)
4.000% Senior Notes due 2025

$500,000,000

99.273%

$496,365,000

$57,678
5.000% Senior Notes due 2035

$750,000,000

98.759%

$740,692,500

$86,069
5.200% Senior Notes due 2045

$1,250,000,000

99.266%

$1,240,825,000

$144,184

(1) This registration fee is calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-195601

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 30, 2014)
$2,500,000,000

$500,000,000 4.000% Senior Notes due 2025
$750,000,000 5.000% Senior Notes due 2035
$1,250,000,000 5.200% Senior Notes due 2045
General Motors Company is offering $500,000,000 in aggregate principal amount of 4.000% Senior Notes due 2025 (the "2025 Notes"),
$750,000,000 in aggregate principal amount of 5.000% Senior Notes due 2035 (the "2035 Notes") and $1,250,000,000 in aggregate principal amount of
5.200% Senior Notes due 2045 (the "2045 Notes" and, together with the 2025 Notes and the 2035 Notes, the "Notes").
The 2025 Notes will mature on April 1, 2025, the 2035 Notes will mature on April 1, 2035 and the 2045 Notes will mature on April 1, 2045.
Interest on the Notes will accrue from November 12, 2014. We will pay interest on the Notes on April 1 and October 1 of each year, commencing on April 1,
2015. The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured
indebtedness.
We may, at our option, redeem some or all of the Notes at any time and from time to time at the applicable redemption prices described under
"Description of the Notes--Optional Redemption."

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement, in the accompanying
prospectus and in our periodic reports filed from time to time with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement, the accompanying prospectus or any related free writing prospectus. Any
representation to the contrary is a criminal offense.

Per 2025
Per 2035
Per 2045

Note

Total
Note

Total
Note

Total
Price to Public (1)

99.273%
$ 496,365,000

98.759%
$ 740,692,500

99.266%
$1,240,825,000
Underwriting Discounts

0.650%
$
3,250,000

0.775%
$
5,812,500

0.875%
$
10,937,500
Proceeds, before
expenses, to us (1)

98.623%
$ 493,115,000

97.984%
$ 734,880,000

98.391%
$1,229,887,500

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(1) Plus accrued interest, if any, from November 12, 2014.
The Notes will not be listed on any securities exchange or automated quotation system. Currently there is no market for the Notes.
The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company and its
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about November 12, 2014.

Joint Book-Running Managers

J.P. Morgan

Goldman, Sachs & Co.

Morgan Stanley

Barclays

BofA Merrill Lynch
Joint Lead Managers

BNP PARIBAS

Citigroup

Credit Suisse
Deutsche Bank Securities

Lloyds Securities

RBC Capital Markets
RBS

Sandler O'Neill + Partners, L.P.

TD Securities
Co-Managers

COMMERZBANK

Credit Agricole CIB

Mizuho Securities
SOCIETE GENERALE

Great Pacific Securities

C.L. King & Associates
Blaylock Beal Van, LLC

Mischler Financial Group, Inc.
The date of this prospectus supplement is November 4, 2014.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Consolidated Ratio of Earnings to Fixed Charges
S-10
Description of the Notes
S-11
Certain U.S. Federal Tax Considerations
S-16
Underwriting
S-21
Legal Matters
S-26
Incorporation of Certain Documents by Reference
S-26
Where You Can Find More Information
S-27
Prospectus

About This Prospectus
1
Incorporation of Certain Documents by Reference
2
Risk Factors
2
General Motors Company
3
Consolidated Ratio of Earnings to Fixed Charges
3
Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
4
Use of Proceeds
4
Forward-Looking Statements
5
Overview of Our Capital Stock
6
General Description of Securities That May Be Offered
8
Description of Debt Securities
9
Description of Preferred Stock
18
Description of Common Stock
18
Description of Warrants
19
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Plan of Distribution
19
Legal Matters
19
Experts
19
Where You Can Find More Information
19

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement, the accompanying prospectus and any related free writing prospectus relate to a registration statement that
we filed with the Securities and Exchange Commission ("SEC") utilizing a shelf registration process. This prospectus supplement and the
accompanying prospectus include or incorporate by reference important information about us, the Notes, risks relating to the Notes and other
information you should know before investing. You should carefully read this prospectus supplement, the accompanying prospectus, any related
free writing prospectus, and our current and periodic reports filed from time to time with the SEC, as well as the additional information described
under "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information" in this prospectus supplement and the
accompanying prospectus, before making an investment decision.
In this prospectus supplement, unless the context indicates otherwise, for the periods on or subsequent to July 10, 2009, references to
"we," "our," "us," "ourselves," the "Company," "General Motors," or "GM" refer to General Motors Company and, where appropriate, its
subsidiaries. However, in the "Prospectus Supplement Summary--The Offering," "Risk Factors--Risks Related to the Notes," "Description of the
Notes" and "Underwriting" sections of this prospectus supplement, references to "we," "our," "us," "ourselves," the "Company," the "Issuer,"
"General Motors" or "GM" refer to General Motors Company (parent company only) and not to any of our subsidiaries. General Motors Company
is the successor entity solely for accounting and financial reporting purposes to General Motors Corporation.
Neither we nor any underwriter has authorized anyone to provide any information other than that contained or incorporated by reference
in this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we
have referred you. Neither we nor any underwriter take responsibility for, and neither we nor any underwriter provide any assurance as to the
reliability of, any other information that others may give you. We have not, and no underwriter has, authorized any other person to provide you
with different information. We are not, and no underwriter is, making an offer to sell the Notes in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, in the accompanying prospectus, in any document
incorporated by reference herein or therein, and in any related free writing prospectus prepared by or on behalf of us to which we have referred you
is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those
dates.
This prospectus supplement may add to, update or change the information contained in the accompanying prospectus. If information in
this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus supplement will apply and will
supersede the information in the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus may include or incorporate by reference "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Our use of the words "may," "will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "seeks," "intends," "evaluates," "pursues," "anticipates," "continues," "designs," "impacts," "forecasts,"
"target," "outlook," "initiative," "objective," "designed," "priorities," "goal" or the negative of those words or other similar expressions is intended
to identify forward-looking statements that represent our current judgment about possible future events. All statements included or incorporated by
reference in this prospectus supplement and the accompanying prospectus, and in related comments by our management, other than statements of
historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements that involve
certain risks and uncertainties.

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These statements are based on certain assumptions and analyses made in light of our experience and perception of historical trends, current
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conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. While these statements
represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any
events or financial results. Whether actual future results and developments will conform with our expectations and predictions is subject to a
number of risks and uncertainties, including the risks and uncertainties discussed in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference under the captions "Risk Factors" and "Forward-Looking Statements" and elsewhere in those documents.
Consequently, all of the forward-looking statements made in this prospectus supplement and the accompanying prospectus, as well as all of
the forward-looking statements incorporated by reference to our filings under the Exchange Act, are qualified by these cautionary statements and
there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the
expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place undue reliance on
forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result
of new information, future events, or other such factors that affect the subject of these statements, except where we are expressly required to do so
by law.

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and
the accompanying prospectus. This summary describes aspects of our business, the Notes and the offering, but it does not contain all of the
information that you should consider in making your investment decision. You should carefully read all of the information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, including the "Risk Factors" section beginning on
page S-7 of this prospectus supplement, the risk factors in the accompanying prospectus and in our periodic reports filed from time to time
with the SEC and our financial statements and related notes, along with all of the information contained in any related free writing
prospectus, before making an investment decision.
General Motors Company
Overview
We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services through
General Motors Financial Company, Inc. ("GM Financial").
Our automotive operations meet the demands of our customers through our four automotive segments: GM North America, GM
Europe ("GME"), GM International Operations and GM South America.
Automotive
Our vision is to design, build and sell the world's best vehicles. We offer a global vehicle portfolio of cars, crossovers and trucks.
We are committed to leadership in vehicle design, quality, reliability, telematics and infotainment and safety, as well as to developing key
energy efficiency and diversity and advanced propulsion technologies, including electric vehicles. Our business is diversified across products
and geographic markets. We meet the local sales and service needs of our retail and fleet customers with a global network of independent
dealers.
Automotive Financing--GM Financial
GM Financial is a global provider of automobile financing solutions specializing in purchasing retail automobile installment sales
contracts originated by GM and non-GM franchised and select independent dealers in connection with the sale of used and new automobiles.
GM Financial also offers a lease financing product for new GM vehicles and a commercial lending program for GM-franchised dealerships.
GM Financial primarily generates revenue and cash flows through the purchase, retention, securitization and servicing of finance receivables
and leased assets. GM Financial completed the acquisitions of Ally Financial Inc.'s ("Ally Financial") automotive finance and financial
services businesses in Europe and Latin America during 2013. GM Financial expects to complete the acquisition of Ally Financial's equity
interest in its joint venture in China, which is subject to certain regulatory and other approvals, in late 2014 or as soon as practicable thereafter.
Corporate Information
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Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000, and our telephone number is
(313) 556-5000. Our website is www.gm.com. Our website and the information included in, or linked to on, our website are not part of this
prospectus supplement. We have included our website address in this prospectus supplement solely as a textual reference.

S-1
Table of Contents
The Offering
The summary below describes the principal terms of the offering and the Notes. Certain of the terms and conditions described below
are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus supplement and the
"Description of Debt Securities" section of the accompanying prospectus contain more detailed descriptions of the terms and conditions of the
Notes and the Indenture (as defined under "Description of the Notes") governing the Notes.

Issuer
General Motors Company

Notes Offered
$500,000,000 in aggregate principal amount of 4.000% Senior Notes due
2025,

$750,000,000 in aggregate principal amount of 5.000% Senior Notes due

2035, and

$1,250,000,000 in aggregate principal amount of 5.200% Senior Notes due

2045.

Original Issue Date
November 12, 2014.

Maturity Dates
The 2025 Notes will mature on April 1, 2025, the 2035 Notes will mature
on April 1, 2035 and the 2045 Notes will mature on April 1, 2045.

Interest Rates
Interest on the 2025 Notes will accrue at a rate of 4.000% per year, interest
on the 2035 Notes will accrue at a rate of 5.000% per year and interest on
the 2045 Notes will accrue at a rate of 5.200% per year.

Interest Payment Dates
Interest on the Notes will be paid semi-annually and in arrears on April 1
and October 1, commencing on April 1, 2015. Interest will accrue from
November 12, 2014.

Ranking of the Notes
The Notes will be our general unsecured obligations and will be:

· equal in right of payment to all of our existing and future

indebtedness and other obligations that are not, by their terms,
expressly subordinated in right of payment to the Notes;

· senior in right of payment to any of our existing or future

indebtedness and other obligations that are, by their terms,
expressly subordinated in right of payment to the Notes;

· effectively subordinated to all of our secured indebtedness and

other secured obligations to the

S-2
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extent of the value of the assets securing such secured indebtedness

or other secured obligations; and

· structurally subordinated to all indebtedness and other obligations

of our subsidiaries.

Optional Redemption
We may, at our option, redeem the Notes in whole or in part at any time
and from time to time at redemption prices of 100% of their respective
principal amounts plus an applicable "make-whole" premium as described
under "Description of the Notes--Optional Redemption."

Certain Covenants
The Notes will be issued under the Indenture, which will contain covenants
that will limit:

· the ability of GM and certain of its subsidiaries to incur
indebtedness secured by certain principal domestic manufacturing
properties or by any shares of stock or indebtedness of certain

manufacturing subsidiaries and to enter into certain sale and
leaseback transactions with respect to certain principal domestic
manufacturing properties; and

· the ability of GM to enter into certain mergers or certain

conveyances, transfers or leases of all or substantially all of its
properties and assets.

Each of these covenants, however, is subject to significant exceptions. See
"Description of the Notes--Certain Covenants" in this prospectus

supplement and "Description of Debt Securities--Consolidation, Merger or
Sale of Assets" in the accompanying prospectus.

Further Issuances
The Indenture does not limit the amount of Notes which we may issue. We
may issue additional Notes up to an aggregate principal amount as our
board of directors may authorize from time to time.

No Prior Market
The Notes will be new securities for which there is currently no existing
market. The Notes will not be listed on any securities exchange. Although
the underwriters have advised us that they currently intend to make a
market in the Notes, they are not obligated to do so and may discontinue
any market-making activities at any time without notice. Accordingly, we
cannot assure you as to the liquidity of, or the trading market for, the
Notes.

Form and Denomination
The Notes will be issued in fully registered form and will be represented
by global notes without interest coupons.

S-3
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The global notes will be deposited with a custodian for and registered in
the name of a nominee of The Depository Trust Company ("DTC") in New
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York, New York. Investors may elect to hold interests in the global notes
through DTC and its direct or indirect participants as described under

"Description of Debt Securities--Book-Entry; Delivery and Form; Global
Securities" in the accompanying prospectus. The Notes will be issued only
in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Trustee
The Bank of New York Mellon (the "Trustee").

Use of Proceeds
We intend to use the net proceeds from this offering to pay a portion of the
redemption price to redeem all of the approximately 156.1 million
outstanding shares of our Series A Fixed Rate Cumulative Perpetual
Preferred Stock ("Series A Preferred Stock") on or after December 31,
2014. If we redeem all of the outstanding shares of our Series A Preferred
Stock, the total redemption price would be their aggregate base liquidation
amount of approximately $3.9 billion plus any accrued and unpaid
dividends. We expect that we would use other cash on hand to fund any
portion of the Series A Preferred Stock redemption price that exceeds our
net proceeds from this offering.

Although we intend to redeem all of our outstanding shares of Series A
Preferred Stock when they become redeemable, we are not obligated to
redeem the shares. In the event that we do not use all of the net proceeds

from this offering to fund the redemption of outstanding shares of Series A
Preferred Stock, we expect that we would use any such remaining net
proceeds for general corporate purposes. See "Use of Proceeds."

Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement,
in the accompanying prospectus and in our periodic reports filed from time
to time with the SEC for a discussion of risks you should carefully
consider before deciding to invest in the Notes.

S-4
Table of Contents
Summary Consolidated Financial Information
The following table presents summary consolidated financial data of GM and its consolidated subsidiaries. The summary
consolidated financial data for the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012 presented below
were derived from GM's audited annual consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K
for the year ended December 31, 2013, which is incorporated by reference in this prospectus supplement. The audited annual consolidated
financial statements for the years ended December 31, 2013, 2012 and 2011 and as of December 31, 2013 and 2012 have been audited by
Deloitte & Touche LLP. The summary consolidated financial data as of December 31, 2011 presented below were derived from GM's audited
annual consolidated financial statements and the notes thereto, which are not incorporated by reference into this prospectus supplement. The
summary interim consolidated financial data as of and for the nine months ended September 30, 2014 and 2013 presented below were derived
from GM's unaudited condensed consolidated financial statements and the notes thereto appearing in our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2014, which is incorporated by reference in this prospectus supplement. You should read the following
information in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and GM's consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended
December 31, 2013 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, which are incorporated by reference in
this prospectus supplement. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."
Selected financial data is summarized in the following table (dollars in millions except per share amounts):

Nine Months Ended

September 30,

Years Ended December 31,

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2014

2013

2013
2012
2011
Income Statement Data:

Total net sales and revenue(a)
$ 116,312 $ 114,942 $ 155,427 $ 152,256 $ 150,276
Income from continuing operations(b)
$
2,009 $
4,278 $
5,331 $
6,136 $
9,287
Net (income) loss attributable to noncontrolling interests
$
(47) $
28 $
15 $
52 $
(97)

Net income attributable to stockholders
$
1,962 $
4,306 $
5,346 $
6,188 $
9,190

Net income attributable to common stockholders
$
1,699 $
2,857 $
3,770 $
4,859 $
7,585
Basic earnings per share(c)
$
1.06 $
2.07 $
2.71 $
3.10 $
4.94
Diluted earnings per share(c)
$
0.99 $
1.82 $
2.38 $
2.92 $
4.58
Balance Sheet Data (as of period end):

Total assets(a)
$
176,908 $
168,539 $
166,344 $
149,422 $
144,603
Automotive notes and loans payable
$
7,331 $
8,448 $
7,137 $
5,172 $
5,295
GM Financial notes and loans payable(a)
$
33,774 $
23,675 $
29,046 $
10,878 $
8,538
Series A Preferred Stock(d)
$
3,109 $
3,109 $
3,109 $
5,536 $
5,536
Series B Preferred Stock(e)

-- $
4,855
-- $
4,855 $
4,855
Equity(f)
$
43,563 $
37,361 $
43,174 $
37,000 $
38,991

(a)
GM Financial acquired Ally Financial's international operations in Europe and Latin America in the year ended

December 31, 2013.
(b)
In the year ended December 31, 2012 we recorded goodwill impairment charges of $27.1 billion, the reversal of deferred

tax valuation allowances of $36.3 billion in the U.S. and Canada, pension settlement charges of $2.7 billion and GME
long-lived asset impairment charges of $5.5 billion.

S-5
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(c)
In the years ended December 31, 2012 and 2011 we used the two-class method for calculating earnings per share as the

4.75% Series B Mandatory Convertible Junior Preferred Stock ("Series B Preferred Stock") was a participating security
due to the applicable market value of our common stock being below $33.00 per common share.
(d)
In September 2013 we purchased 120 million shares of our Series A Preferred Stock held by the UAW Retiree Medical

Benefits Trust for $3.2 billion.
(e)
In December 2013 all of our Series B Preferred Stock automatically converted into 137 million shares of our common

stock.
(f)
In December 2012 we purchased 200 million shares of our common stock for a total of $5.5 billion, which directly

reduced shareholder's equity by $5.1 billion and we recorded a charge to earnings of $0.4 billion.
* * * * * * *

S-6
Table of Contents
RISK FACTORS
Investment in the Notes involves risks. In addition to all of the other information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus, you should carefully consider the risk factors set forth below and the risk factors
incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2013, as updated by our subsequent filings under
the Exchange Act, including our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments thereof, before
investing in the Notes.
Risks Related to the Notes
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The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Notes will be obligations exclusively of General Motors Company and not any of our subsidiaries, and none of our subsidiaries will
guarantee the Notes. We are a holding company and, accordingly, substantially all of our operations are conducted through subsidiaries, which are
separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due under the Notes or to provide us with funds to pay
our obligations, whether by dividends, distributions, loans or other payments. All claims of creditors (including secured and unsecured creditors
and general trade creditors) and preferred stockholders of our subsidiaries will have priority with respect to the assets of such subsidiaries over our
claims (and therefore the claims of our creditors, including holders of the Notes) as an equity holder of such subsidiaries. Consequently, the Notes
will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries and any subsidiaries that we may in the future acquire
or create. Furthermore, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be effectively subordinated to any
security interest in the assets of those subsidiaries and would be subordinate to any indebtedness of those subsidiaries senior to that held by us. As
of September 30, 2014, we had total consolidated liabilities of approximately $133.3 billion (including consolidated indebtedness of approximately
$41.1 billion), of which $4.5 billion constitutes indebtedness of General Motors Company (parent company only) under our existing 3.500% senior
notes due 2018, 4.875% senior notes due 2023 and 6.250% senior notes due 2043 and substantially all of the remainder of which are liabilities of
our subsidiaries.
We conduct substantially all of our operations through our subsidiaries and depend on cash flow from our subsidiaries to meet our obligations.
Your right to receive payments on the Notes could be adversely affected if any of our subsidiaries becomes unable to distribute cash to us.
Because we are a holding company and conduct substantially all of our operations through subsidiaries, our cash flow and ability to
service debt, including the Notes and our $4.5 billion of other senior notes, will depend to a significant extent on the generation of cash flow by our
subsidiaries and their ability to make such cash available to us, whether by dividends, distributions or other payments. The financial condition and
operating requirements of our subsidiaries may limit our ability to obtain cash from our subsidiaries. In addition, provisions of law, such as those
requiring that dividends be paid only from surplus, could limit the ability of our subsidiaries to make payments or other distributions to us.
Furthermore, our subsidiaries could in certain circumstances agree to contractual restrictions on their ability to make distributions. In the event that
we do not receive distributions from our subsidiaries, we may be unable to make required payments on our obligations, including the Notes.
The limited covenants in the Indenture that will govern the Notes will not provide protection against many types of important corporate events
and may not protect your investment.
The Indenture will not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and,

accordingly, will not protect holders of the Notes in the event that we experience significant adverse changes in our financial
condition or results of operations;

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·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness (other than certain secured indebtedness) that

would be senior in right of payment to our equity interests in our subsidiaries and therefore would be structurally senior to the
Notes;

·
entirely limit our ability to incur secured indebtedness that would effectively rank senior to the Notes to the extent of the value

of the assets securing the indebtedness;

·
limit our ability to incur indebtedness that is equal or subordinate in right of payment to the Notes (other than certain secured

indebtedness);

·
restrict our ability to repurchase our equity securities or prepay our other indebtedness;

·
restrict our ability to make investments or pay dividends or make other payments in respect of our equity securities or our other

indebtedness;

·
restrict our ability to enter into highly leveraged transactions; or

·
require us to make an offer to repurchase the Notes in the event of a change in control transaction.
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424B2
As a result of the foregoing, when evaluating the terms of the Notes, you should be aware that the terms of the Indenture and the Notes
will not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events, such as certain
acquisitions, refinancings or recapitalizations, that could substantially and adversely affect our capital structure and the value of the Notes.
The Notes will be unsecured and will be effectively subordinated to any of our secured debt.
The Notes will be our unsecured general obligations and will be effectively subordinated to any existing or future secured debt
obligations that we may incur to the extent of the value of the assets securing that debt. If we are involved in a bankruptcy, liquidation, dissolution,
reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, our secured debt, our assets will be available to pay
obligations on the Notes only after all secured debt has been paid in full from the assets securing such debt. We may not have sufficient assets
remaining to pay amounts due on any or all of the Notes then outstanding.
If we or any of our subsidiaries defaults on obligations to pay indebtedness, we may not be able to make payments on the Notes.
Any default under agreements governing our indebtedness or the indebtedness of our subsidiaries, including any default under our $5.0
billion revolving credit facility by us or certain of our subsidiaries and any default under our $7.5 billion revolving credit facility by us or certain of
our subsidiaries, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from
making (or adversely affect our ability to make) required payments on the Notes and could substantially decrease the market value of the Notes. If
we or our subsidiaries are unable to generate sufficient cash flows and we or they are otherwise unable to obtain funds necessary to meet required
payments on our or their indebtedness, or if we or they otherwise fail to comply with the various covenants, including any financial and operating
covenants, in the instruments governing such indebtedness, we or they could be in default under the terms of the agreements governing such
indebtedness. In the event of such default, the holders of such indebtedness could, among other things, elect to declare all the funds borrowed
thereunder to be due and payable and/or terminate their funding commitments, and we or our subsidiaries could be forced into bankruptcy or
liquidation. A default under our or our subsidiaries' other indebtedness will not constitute a default under the Notes.

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There is currently no market for the Notes, and we cannot assure you that an active trading market for the Notes will develop.
The Notes will be new securities for which there currently is no established market. The Notes will not be listed on any securities
exchange. We can give you no assurance as to whether any trading market for the Notes will ever develop, as to your ability to sell the Notes or as
to the prices at which you may be able to sell your Notes. The liquidity of any market for the Notes will depend on a number of factors, including
the number of holders of the Notes, prevailing interest rates, the market for similar securities, ratings on us and our debt securities, general
economic conditions and the conditions of the financial markets, recommendations of securities analysts and our own results of operations,
financial condition and prospects. The underwriters have informed us that they intend to make a market in the Notes. However, they are not
obligated to do so and may discontinue such market-making at any time without notice. If no active trading market develops, you may be unable to
resell the Notes at their fair value or at any price.
Even if a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market prices of the Notes.
The market prices for the Notes will depend on many factors, including, among others:

·
ratings on us and our debt securities, including the Notes, assigned by rating agencies;

·
the prevailing interest rates being paid by other companies similar to us;

·
our results of operations, financial condition and prospects; and

·
the condition of the financial markets.
The prices of the Notes may be adversely affected by unfavorable changes in these factors. The condition of the financial markets and
prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices
of the Notes regardless of our prospects and financial performance and condition.
In addition, credit rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes
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