Prospectus Supplement
(To Prospectus dated July 31, 2019)
$
500,000,000
Floating Rate Senior Notes due
February
20
21
|
$1,500,000,000
2.600
% Senior Notes due 2021
|
$
1,500,000,000
3.500
% Senior Notes due 20
29
|
$
500,000,000
Floating Rate Senior Notes
due
August
20
21
|
$2,000,000,000
2.700
% Senior Notes due 2022
|
$
750,000,000
4.300
% Senior Notes due 20
39
|
$
1,500,000,000
Floating Rate Senior Notes due 20
22
|
$3,000,000,000
2.900
% Senior Notes due 2024
|
$
750,000,000
4.400
% Senior Notes due 20
49
|
|
$1,000,000,000
3.200
% Senior Notes due 2026
|
|
We are offering $500,000,000 aggregate principal amount of our Floating Rate Senior Notes due February 2021 (the February 2021 floating rate notes), $500,000,000 aggregate principal amount of our Floating Rate Senior Notes due August 2021 (the August 2021 floating rate notes) and $1,500,000,000 aggregate principal amount of our Floating Rate Senior Notes due 2022 (the 2022 floating rate notes, and together with the February 2021 floating rate notes and the August 2021 floating rate notes, the floating rate notes), $1,500,000,000 aggregate principal amount of our 2.600% Senior Notes due 2021 (the 2021 notes), $2,000,000,000 aggregate principal amount of our 2.700% Senior Notes due 2022 (the 2022 notes), $3,000,000,000 aggregate principal amount of our 2.900% Senior Notes due 2024 (the 2024 notes), $1,000,000,000 aggregate principal amount of our 3.200% Senior Notes due 2026 (the 2026 notes), $1,500,000,000 aggregate principal amount of our 3.500% Senior Notes due 2029 (the 2029 notes), $750,000,000 aggregate principal amount of our 4.300% Senior Notes due 2039 (the 2039 notes) and $750,000,000 aggregate principal amount of our 4.400% Senior Notes due 2049 (the 2049 notes, and together with the 2021 notes, the 2022 notes, the 2024 notes, the 2026 notes, the 2029 notes and the 2039 notes, the fixed rate notes). We refer to the fixed rate notes and the floating rate notes collectively as the notes.
The February 2021 floating rate notes will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 0.950% per annum. The August 2021 floating rate notes will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 1.250% per annum. The 2022 floating rate notes will bear interest at a floating rate, reset quarterly, equal to the three-month LIBOR plus 1.450% per annum. We will pay interest on the February 2021 floating rate notes quarterly in arrears on February 8, May 8, August 8 and November 8 of each year, commencing on November 8, 2019. We will pay interest on the August 2021 floating rate notes quarterly in arrears on February 13, May 13, August 13 and November 13 of each year, commencing on November 13, 2019. We will pay interest on the 2022 floating rate notes quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2019. The February 2021 floating rate notes will mature on February 8, 2021, the August 2021 floating rate notes will mature on August 13, 2021 and the 2022 floating rate notes will mature on August 15, 2022. We may redeem at par some or all of the floating rate notes of any series (other than the February 2021 floating rate notes) at our option at any time or from time to time on or after the applicable date specified under Description of the Notes—Optional Redemption in this prospectus supplement.
We will pay interest on each series of fixed rate notes (other than the 2021 Notes) semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. We will pay interest on the 2021 notes semi-annually in arrears on February 13 and August 13 of each year, commencing on February 13, 2020. The 2021 notes will mature on August 13, 2021, the 2022 notes will mature on August 15, 2022, the 2024 notes will mature on August 15, 2024, the 2026 notes will mature on August 15, 2026, the 2029 notes will mature on August 15, 2029, the 2039 notes will mature on August 15, 2039 and the 2049 notes will mature on August 15, 2049. We may redeem some or all of the fixed rate notes of any 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.
We expect to receive net proceeds, after deducting underwriters discounts but before deducting other offering expenses, of approximately $12.9 billion from this offering. We intend to use the net proceeds of this offering, together with the net proceeds of the other financing transactions (as defined below) to finance our pending merger with Anadarko Petroleum Corporation (Anadarko) (as described herein) and to pay related fees and expenses. The completion of this offering is not contingent on the merger with Anadarko. In the event that the merger (as defined below) is not completed on or before May 14, 2020, or if, prior to such date, the merger agreement (as defined below) is validly terminated (other than in connection with the completion of the merger), we will be required to redeem all of the outstanding notes at a redemption price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest, if any, to, but excluding, redemption date. See Description of the Notes—Special Mandatory Redemption.
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
-
8
of this prospectus supplement, on page
7
of the accompanying prospectus
and other information included or incorporated by reference into this prospectus supplement and the accompanying prospectus.
|
Public Offering
Price
(1)
|
Underwriting
Discount
|
Proceeds, Before
Expenses, to Us
|
Per February 2021 floating rate note
|
|
100.000
|
%
|
|
0.225
|
%
|
|
99.775
|
%
|
Total
|
$
|
500,000,000
|
|
$
|
1,125,000
|
|
$
|
498,875,000
|
|
Per August 2021 floating rate note
|
|
100.000
|
%
|
|
0.225
|
%
|
|
99.775
|
%
|
Total
|
$
|
500,000,000
|
|
$
|
1,125,000
|
|
$
|
498,875,000
|
|
Per 2022 floating rate note
|
|
100.000
|
%
|
|
0.250
|
%
|
|
99.750
|
%
|
Total
|
$
|
1,500,000,000
|
|
$
|
3,750,000
|
|
$
|
1,496,250,000
|
|
Per 2021 note
|
|
99.912
|
%
|
|
0.225
|
%
|
|
99.687
|
%
|
Total
|
$
|
1,498,680,000
|
|
$
|
3,375,000
|
|
$
|
1,495,305,000
|
|
Per 2022 note
|
|
99.893
|
%
|
|
0.250
|
%
|
|
99.643
|
%
|
Total
|
$
|
1,997,860,000
|
|
$
|
5,000,000
|
|
$
|
1,992,860,000
|
|
Per 2024 note
|
|
99.870
|
%
|
|
0.350
|
%
|
|
99.520
|
%
|
Total
|
$
|
2,996,100,000
|
|
$
|
10,500,000
|
|
$
|
2,985,600,000
|
|
Per 2026 note
|
|
99.931
|
%
|
|
0.400
|
%
|
|
99.531
|
%
|
Total
|
$
|
999,310,000
|
|
$
|
4,000,000
|
|
$
|
995,310,000
|
|
Per 2029 note
|
|
99.506
|
%
|
|
0.450
|
%
|
|
99.056
|
%
|
Total
|
$
|
1,492,590,000
|
|
$
|
6,750,000
|
|
$
|
1,485,840,000
|
|
Per 2039 note
|
|
99.481
|
%
|
|
0.750
|
%
|
|
98.731
|
%
|
Total
|
$
|
746,107,500
|
|
$
|
5,625,000
|
|
$
|
740,482,500
|
|
Per 2049 note
|
|
98.539
|
%
|
|
0.750
|
%
|
|
97.789
|
%
|
Total
|
$
|
739,042,500
|
|
$
|
5,625,000
|
|
$
|
733,417,500
|
|
Combined total for the notes
|
$
|
12,969,690,000
|
|
$
|
46,875,000
|
|
$
|
12,922,815,000
|
|
|
(1)
|
Plus accrued interest, if any, from August 8, 2019.
|
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 August 8, 2019 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
|
|
|
HSBC
|
MUFG
|
RBC Capital Markets
|
SOCIETE GENERALE
|
SMBC Nikko
|
Co-Managers
BBVA
|
CIBC Capital Markets
|
Mizuho Securities
|
PNC Capital Markets LLC
|
Scotiabank
|
Standard Chartered Bank
|
US Bancorp
|
Academy Securities
|
Loop Capital Markets
|
The Williams Capital Group, L.P.
|
August 6, 2019