Bond Caterpillar Financial Corp 1.931% ( US14912L7D71 ) in USD

Issuer Caterpillar Financial Corp
Market price 100 %  ⇌ 
Country  United States
ISIN code  US14912L7D71 ( in USD )
Interest rate 1.931% per year ( payment 2 times a year)
Maturity 01/10/2021 - Bond has expired



Prospectus brochure of the bond Caterpillar Financial Services Corp US14912L7D71 in USD 1.931%, expired


Minimal amount 1 000 USD
Total amount 365 274 000 USD
Cusip 14912L7D7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Caterpillar Financial Services Corporation (Cat Financial) provides financing and insurance products to support the sale of Caterpillar equipment and related services worldwide.

The Bond issued by Caterpillar Financial Corp ( United States ) , in USD, with the ISIN code US14912L7D71, pays a coupon of 1.931% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/10/2021







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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-215232
PROSPECTUS
CATERPILLAR FINANCIAL SERVICES CORPORATION
Offer to Exchange
$366,291,000 aggregate principal amount of
Medium-Term Notes, Series H, 1.931% Notes due 2021
(that we refer to as the "original notes")
(CUSIP Nos. 14913CAA8 and 14913FAA1)
for
$366,291,000 aggregate principal amount of
Medium-Term Notes, Series H, 1.931% Notes due 2021
(that we refer to as the "exchange notes")
(CUSIP No. 14912L7D7)
that have been registered under the Securities Act of 1933, as amended
(the "Securities Act")
The exchange offer will expire at 11:59 p.m.,
New York City time, on March 2, 2017, unless extended.
We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together
constitute the "exchange offer"), to exchange up to $366,291,000 aggregate principal amount of our outstanding original notes (CUSIP
Nos. 14913CAA8 and 14913FAA1) for a like principal amount of our exchange notes (CUSIP No. 14912L7D7) that have been registered under the
Securities Act. When we use the term "notes" in this prospectus, the term includes the original notes and the exchange notes unless otherwise indicated
or the context otherwise requires. The terms of the exchange offer are summarized below and are more fully described in this prospectus.
The terms of the exchange notes are identical in all material respects to the terms of the original notes, except that the exchange notes are registered
under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the original notes do not apply to
the exchange notes.
We will accept for exchange any and all original notes validly tendered and not validly withdrawn prior to 11:59 p.m., New York City time, on,
March 2, 2017, unless extended (the "expiration date").
You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.
We will not receive any proceeds from the exchange offer.
The exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.
No public market currently exists for the original notes. We do not intend to list the exchange notes on any securities exchange and, therefore, no
active public market is anticipated.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for original notes that were
acquired as a result of market making or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of such
exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes received in exchange for original securities where such original securities were
acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the
expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 8 to read about important factors you should consider before tendering
your original notes.
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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 2, 2017
Table of Contents
TABLE OF CONTENTS


Page

FORWARD-LOOKING STATEMENTS

ii

SUMMARY

1

RISK FACTORS

8

USE OF PROCEEDS

10

RATIO OF PROFIT TO FIXED CHARGES

11

THE EXCHANGE OFFER

12

DESCRIPTION OF EXCHANGE NOTES

20

REGISTRATION RIGHTS AGREEMENT

31

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

35

ERISA CONSIDERATIONS

40

PLAN OF DISTRIBUTION

42

LEGAL MATTERS

44

EXPERTS

44

AVAILABLE INFORMATION

44
This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have filed with the
Securities and Exchange Commission (the "SEC"). See "Available Information." Copies of these documents, except for certain exhibits and schedules,
will be made available to you without charge upon written or oral request to:
Caterpillar Financial Services Corporation
Attention: Legal Department
2120 West End Avenue
Nashville, Tennessee 37203-0001
Telephone: 615-341-1000
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the
expiration of the exchange offer.
No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should consult your own
attorney, business advisor and tax advisor for legal, business and tax advice regarding the exchange offer.
Notice to Holders Outside the United States
This prospectus is not a prospectus for the purposes of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and including any
relevant implementing measure in the relevant member state). This prospectus does not constitute an offer to sell or buy or the solicitation of an offer to
sell or buy the original notes and/or the exchange notes, as applicable, and offers of original notes for exchange pursuant to the exchange offer will not
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be accepted from holders in any circumstances in which such offer or solicitation is unlawful. Each holder of original notes tendering for exchange
notes will be deemed to have represented, warranted and agreed that, if it is a person resident in a member state of the European Economic Area, it is a
"qualified investor" for the purposes of Article 2(1)(e) of Directive 2003/71/EC as amended by Directive 2010/73/EU.
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus, including the documents incorporated by reference herein, may be considered "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements may relate to future events or our future financial performance, which may involve known and unknown risks and
uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those
expressed or implied by any forward-looking statements. From time to time, we may also provide forward-looking statements in oral presentations to
the public or in other materials we issue to the public. Forward-looking statements give current expectations or forecasts of future events about us. You
may identify these statements by the fact that they do not relate to historical or current facts and may use words such as "believes," "expects,"
"estimates," "anticipates," "will," "should," "plan," "project," "intend," "could" and similar words or phrases. These statements are only predictions.
Actual events or results may differ materially due to factors that affect international businesses, including changes in economic conditions and
disruptions in the global financial and credit markets and changes in laws and regulations and political stability, as well as factors specific to us and the
markets we serve, including the market's acceptance of our products and services, the creditworthiness of our customers, interest rate and currency rate
fluctuations and estimated residual values of leased equipment. Moreover, we do not assume responsibility for the accuracy and completeness of those
statements. Forward-looking statements are qualified in their entirety by reference to the factors discussed under the caption "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K most recently filed with the SEC, as
supplemented in our subsequently filed Forms 10-Q and similar sections in subsequent filings that we incorporate by reference into this prospectus,
which describe risks and factors that would cause results to differ materially from those projected in the forward-looking statements.
Those risk factors may not be exhaustive. We operate in a continually changing business environment and new risk factors emerge from time to
time. We cannot predict these new risk factors, nor can we assess the impact, if any, of these new risk factors on our businesses or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly,
forward-looking statements should not be relied upon as a prediction of actual results.
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SUMMARY
The following summary highlights selected information about us and the exchange offer and may not contain all of the information that is
important to you. You should carefully read this entire prospectus and the documents incorporated by reference herein, including the risk factors and
the financial statements and related notes incorporated by reference herein, before making an investment decision.
Unless the context otherwise requires, references in this prospectus to "the Company," "we," "our," "ours" and "us" refer to Caterpillar Financial
Services Corporation and all of its consolidated subsidiaries.
The Company
Overview
We are a wholly-owned finance subsidiary of Caterpillar Inc. ("Caterpillar"). Our primary business is to provide retail and wholesale financing
alternatives for Caterpillar products to customers and dealers around the world. Retail financing is primarily comprised of financing of Caterpillar
equipment, machinery and engines. In addition, we also provide financing for vehicles, power generation facilities and marine vessels that, in most
cases, incorporate Caterpillar products. We also provide wholesale financing to Caterpillar dealers and purchase short-term dealer receivables from
Caterpillar. The various financing plans that we offer are primarily designed to increase the opportunity for sales of Caterpillar products and generate
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financing income for us. A significant portion of our activities is conducted in North America. However, we have additional offices and subsidiaries in
Asia-Pacific, Europe and Latin America. We have more than 35 years of experience in providing financing for Caterpillar products, contributing to our
knowledge of asset values, industry trends, product structuring and customer needs.
We are a Delaware corporation that was incorporated in 1981. Our principal executive office is located at 2120 West End Avenue, Nashville,
Tennessee 37203-0001 and our telephone number is (615) 341-1000.
Summary of the Exchange Offer
On September 26, 2016, in connection with our private exchange offers, we issued an aggregate of $366,291,000 principal amount of Medium-
Term Notes, Series H, 1.931% Notes due 2021. As part of that issuance, we entered into a registration rights agreement with the dealer managers of the
private exchange offers, dated as of September 26, 2016 (the "Registration Rights Agreement"), in which we agreed, among other things, to deliver this
prospectus to you and to use all commercially reasonable efforts to complete an exchange offer for the original notes. Below is a summary of the
exchange offer. It may not contain all the information that is important to you. For a more complete description of the terms of the exchange offer, see
"The Exchange Offer."
Securities Offered

$366,291,000 aggregate principal amount of Medium-Term Notes, Series H,
1.931% Notes due 2021 that have been registered under the Securities Act
(the "exchange notes"). The form and terms of the exchange notes are
identical in all material respects to those of the original notes, except that the
exchange notes are registered under the Securities Act and the transfer
restrictions, registration rights and additional interest provisions applicable to
the original notes do not apply to the exchange notes.
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Exchange Offer

Pursuant to the terms and subject to the conditions set forth in this
prospectus, we are offering to exchange up to $366,291,000 principal amount
of the outstanding original notes for a like principal amount of the exchange
notes. You may tender original notes only in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof. We will issue exchange
notes promptly after the expiration of the exchange offer. In order to be
exchanged, an original note must be validly tendered, not validly withdrawn
and accepted. Subject to the satisfaction or waiver of the conditions of the
exchange offer, all original notes that are validly tendered and not validly
withdrawn will be exchanged. As of the date of this prospectus, there is
$366,291,000 aggregate principal amount of original notes outstanding. The
original notes were issued under the Indenture dated as of April 15, 1985, as
supplemented (as so supplemented, the "Indenture") between the Company
and U.S. Bank Trust National Association (formerly First Trust of New York,
National Association), as the trustee (the "Trustee"). If all outstanding
original notes are tendered for exchange, there will be $366,291,000 principal
amount of exchange notes (that have been registered under the Securities
Act) outstanding after this exchange offer.

Accrued Interest On the Exchange
The exchange notes will bear interest from September 26, 2016. If your
Notes and Original Notes
original notes are accepted for exchange, you will receive interest on the
exchange notes and not on the original notes, provided that you will receive
interest on the original notes and not the exchange notes if and to the extent
the record date for such interest payment occurs prior to completion of the
exchange offer. Any original notes not tendered will remain outstanding and
continue to accrue interest according to their terms.

Withdrawal Rights
Tenders may be withdrawn at any time before 11:59 p.m., New York City
time, on the expiration date. See "The Exchange Offer--Withdrawal Rights."

Expiration Date; Tenders
The exchange offer will expire at 11:59 p.m., New York City time, on March
2, 2017, which is the twentieth business day of the offering period, unless we
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extend the period of time during which the exchange offer is open. In the
event of any material change in the offer, we will extend the period of time
during which the exchange offer is open, if necessary, so that at least five
business days remain in the exchange offer period following notice of the
material change. By signing or agreeing to be bound by the letter of
transmittal, you will represent, among other things, that:

· you are not our affiliate;

· you are not a broker-dealer tendering original notes that you acquired in
exchange for securities acquired directly from us for your own account;
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· the original notes being exchanged have been, and any exchange notes to
be received by you will be, acquired in the ordinary course of its business;

· you have no arrangement or understanding with any person to participate
in, and are not engaged in and do not intend to engage in, the distribution,
within the meaning of the Securities Act, of the exchange notes in
violation of the provisions of the Securities Act; and

· if you are a broker-dealer that will receive exchange notes for your own
account in exchange for original notes that were acquired as a result of
market making or other trading activities, you will deliver a prospectus (or,
to the extent permitted by law, make available a prospectus to purchasers)
in connection with any resale of such exchange notes. For further
information regarding resales of the exchange notes by broker-dealers, see
the discussion under the caption "Plan of Distribution."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions. If we materially
change the terms of the exchange offer, we will resolicit tenders of the
original notes and extend the exchange offer period if necessary so that at
least five business days remain in the exchange offer period following notice
of any such material change. See "The Exchange Offer--Conditions to the
Exchange Offer" for more information regarding conditions to the exchange
offer.

Certain U.S. Federal Income Tax
Your exchange of original notes for exchange notes pursuant to the exchange
Consequences
offer will not be a taxable event for U.S. federal income tax purposes. See
"Material U.S. Federal Income Tax Consequences."

Use of Proceeds; Expenses
We will not receive any proceeds from the issuance of exchange notes in the
exchange offer. We have agreed to pay all expenses incident to the exchange
offer other than commissions or concessions of any brokers or dealers.

Exchange Agent
U.S. Bank Trust National Association is serving as exchange agent in
connection with the exchange offer. The address and telephone number of the
exchange agent are listed under the heading "The Exchange Offer--
Exchange Agent."

Procedures for Tendering Original
Notes
A tendering holder must, at or prior to the expiration date:

· transmit a properly completed and duly executed letter of transmittal,
including all other documents required by the letter of transmittal, to the
exchange agent at the address listed in this prospectus; or
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· if original notes are tendered in accordance with the book-entry procedures
described in this prospectus, the tendering holder must transmit an agent's
message to the exchange agent at the address listed in this prospectus.

See "The Exchange Offer--Procedures for Tendering Original Notes."

Special Procedures for Beneficial
If you wish to participate in the exchange offer and your original notes are
Holders
held by a custodial entity, such as a bank, broker, dealer, trust company or
other nominee through The Depository Trust Company ("DTC"), you may do
so through the automated tender offer program ("ATOP") of DTC. By
participating in the exchange offer, you will agree to be bound by the letter of
transmittal that we are providing with this prospectus as though you had
signed the letter of transmittal. See "The Exchange Offer--Procedures for
Tendering Original Notes."

Consequences of Failure to
If you do not exchange your original notes in the exchange offer, you will
Exchange
continue to be subject to the restrictions on transfer described in the legend on
your original notes. In general, you may offer or sell your original notes only:

· if they are registered under the Securities Act and applicable state
securities laws;

· if they are offered or sold under an exemption from registration under the
Securities Act and applicable state securities laws; or

· if they are offered or sold in a transaction not subject to the Securities Act
and applicable state securities laws.

Although your original notes will continue to accrue interest, they will
generally retain no rights under the Registration Rights Agreement. We
currently do not intend to register the original notes under the Securities Act.
Under some circumstances, holders of the original notes, including holders
who are not permitted to participate in the exchange offer or who may not
freely sell exchange notes received in the exchange offer, may require us to
file, and to cause to become effective, a shelf registration statement covering
resales of the original notes by these holders. For more information regarding
the consequences of not tendering your original notes and our obligations to
file a shelf registration statement, see "The Exchange Offer--Consequences
of Exchanging or Failing to Exchange the Original Notes" and "Registration
Rights Agreement."
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Acceptance of Original Notes and

Subject to the conditions stated in the section "The Exchange Offer--
Delivery of Exchange Notes
Conditions to the Exchange Offer" of this prospectus, we will accept for
exchange any and all original notes which are properly tendered in the
exchange offer and not validly withdrawn before 11:59 p.m., New York City
time, on the expiration date. The exchange notes will be delivered promptly
after the expiration date. See "The Exchange Offer--Terms of the Exchange
Offer."
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Regulatory Requirements
Following the effectiveness of the registration statement covering the
exchange offer by the SEC, no other material federal regulatory requirement
must be complied with in connection with this exchange offer.

Resales
Based on existing interpretations of the Securities Act by the SEC staff set
forth in several no-action letters to third parties, and subject to the
immediately following sentence, we believe that exchange notes issued under
this exchange offer in exchange for original notes may be offered for resale,
resold and otherwise transferred by the holders thereof (other than holders
who are broker dealers) without further compliance with the registration and
prospectus delivery provisions of the Securities Act. However, any holder of
original notes who is an affiliate of ours or who intends to participate in the
exchange offer for the purpose of distributing the exchange notes, or any
broker dealer who purchased the original notes from us for resale pursuant to
Rule 144A or any other available exemption under the Securities Act, (i) will
not be able to rely on the interpretations of the SEC staff set forth in the
above mentioned no action letters, (ii) will not be entitled to tender its
original notes in the exchange offer, and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the original notes unless such sale or
transfer is made pursuant to an exemption from such requirements.

Risk Factors
For a discussion of significant risk factors applicable to the exchange notes
and the exchange offer, see "Risk Factors" beginning on page 8 of this
prospectus for a discussion of factors you should consider carefully before
deciding to participate in the exchange offer.
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Summary of the Exchange Notes
The following is a summary of the terms of the exchange notes. The form and terms of the exchange notes are identical in all material respects to
those of the original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration rights and
additional interest provisions applicable to the original notes do not apply to the exchange notes. The exchange notes will evidence the same debt as the
original notes and will be governed by the same indenture. Certain of the terms and conditions described below are subject to important limitations and
exceptions. For a more detailed description of the terms and conditions of the exchange notes, see the section of this prospectus entitled "Description of
Exchange Notes."
Issuer

Caterpillar Financial Services Corporation
Notes Offered

$366,291,000 aggregate principal amount of exchange notes due 2021.
Maturity Date

October 1, 2021.
Interest Rate

Interest will accrue on the exchange notes from September 26, 2016, at the
rate of 1.931% per annum, and will be payable in cash semi-annually in
arrears on April 1 and October 1 of each year, beginning on April 1, 2017.
Interest on the notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
Interest Payment Dates

Interest will accrue from, and including, September 26, 2016, and will be
payable semi-annually on April 1 and October 1 of each year, commencing
on April 1, 2017.
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Ranking

The exchange notes will be unsecured obligations of Caterpillar Financial
Services Corporation and will rank equally in right of payment with all other
existing and future senior unsecured indebtedness of Caterpillar Financial
Services Corporation issued under the Indenture. The exchange notes are
solely our obligations and are not guaranteed by Caterpillar Inc.
Optional Redemption

We may redeem the exchange notes in whole at any time or in part from
time to time, at our option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the exchange notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the exchange notes to be redeemed, discounted to
the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the applicable Treasury Rate (as
defined below), plus 12.5 basis points; in each case, plus accrued and unpaid
interest on the principal amount being redeemed to the redemption date. See
"Description of Exchange Notes--Optional Redemption."
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Restrictions

The Indenture governing the exchange notes contains certain restrictions for
your benefit. These restrictions restrict our ability to, among other things,
incur secured debt and merge or consolidate or convey, transfer or lease our
properties and assets substantially as an entirety, and require us to observe
and perform in all material respects all covenants and agreements of the
Company contained in the support agreement between Caterpillar and us.
These covenants are subject to certain significant exceptions. See
"Description of Exchange Notes--Certain Restrictions."
Form and Denomination

The exchange notes will be issued in fully registered form in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
See "Description of Exchange Notes--Book-Entry System."
No Listing of the Exchange Notes

We do not intend to apply to list the exchange notes for trading on any
securities exchange or to arrange for quotation on any automated dealer
quotation system. Accordingly, we cannot provide assurance as to the
development or liquidity of any market for the exchange notes.
Further Issuances

We may "reopen" the issuance of exchange notes at any time by offering
additional notes with terms identical (other than issue date and issue price) to
those of the existing exchange notes, provided that any additional exchange
notes would be treated as fungible with the original exchange notes for
United States federal income tax purposes. See "Description of Exchange
Notes--Further Issuances."
Trustee

U.S. Bank Trust National Association
Risk Factors

See "Risk Factors--Risks Related to the Exchange Notes" beginning on page
9 of this prospectus for important information regarding us and an investment
in the exchange notes.
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RISK FACTORS
Investing in the exchange notes involves risks. You should consider carefully the following risks and all of the information under the heading "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated by reference into this prospectus, as well
as the other information included in or incorporated by reference into this prospectus, before deciding whether to tender your original notes for
exchange in the exchange offer. In addition, there may be other risks that a holder should consider that are relevant to its own particular circumstances
or generally.
Risks Related to the Exchange Offer
The consummation of the exchange offer may not occur.
We will exchange up to the aggregate principal amount of original notes for exchange notes that are tendered in compliance with, and pursuant to
the terms and subject to the conditions of the exchange offer described in this prospectus. Accordingly, holders participating in the exchange offer may
have to wait longer than expected to receive their exchange notes, during which time those holders of original notes will not be able to effect transfers
of their original notes tendered in the exchange offer. We may, however, waive these conditions at our sole discretion prior to the expiration date. See
"The Exchange Offer--Conditions to the Exchange Offer."
Some holders may be required to comply with the registration and prospectus delivery requirements of the Securities Act.
If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be
deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. In addition, a broker-dealer that purchased original notes for its own account as part of market-
making or trading activities must deliver a prospectus when it sells the exchange notes it receives in exchange for original notes in the exchange offer.
Our obligation to keep the registration statement of which this prospectus forms a part effective is limited. Accordingly, we cannot guarantee that a
current prospectus will be available at all times to broker-dealers wishing to resell their exchange notes.
Late deliveries of original notes or any other failure to comply with the exchange offer procedures could prevent a holder from exchanging its
original notes.
Holders of original notes are responsible for complying with all exchange offer procedures. The issuance of exchange notes in exchange for
original notes will only occur upon proper completion of the procedures described in this prospectus under "The Exchange Offer." Therefore, holders of
original notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedure. Neither we
nor the exchange agent are obligated to extend the exchange offer or notify you of any failure to follow the proper procedure.
Risks Related to the Failure to Exchange
You may have difficulty selling the original notes that you do not exchange.
If you do not exchange your original notes for exchange notes pursuant to the exchange offer, the original notes you hold will continue to be
subject to the existing transfer restrictions. The original notes may not be offered, sold or otherwise transferred, except in compliance with the
registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the
registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not anticipate that we will register the
original notes under
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the Securities Act. After the exchange offer is consummated, the trading market for the remaining untendered original notes may be small and inactive.
Consequently, you may find it difficult to sell any original notes you continue to hold or to sell such original notes at the price you desire because there
will be fewer original notes of such series outstanding.
Risks Related to the Exchange Notes
The exchange notes do not restrict our ability to incur additional debt or prohibit us from taking other actions that could negatively impact holders
of the exchange notes.
The exchange notes and Indenture under which the exchange notes will be issued do not place any limitation on the amount of unsecured debt that
may be incurred by us. Our incurrence of additional debt may have important consequences for you as a holder of the exchange notes, including making
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it more difficult for us to satisfy our obligations with respect to the exchange notes, a loss in the market value of your exchange notes and a risk that the
credit rating of the exchange notes is lowered or withdrawn.
The terms of the exchange notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results
of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt or take a number of other actions that are not limited by the
terms of the Indenture and the exchange notes, including repurchasing indebtedness or common shares or preferred shares, if any, or paying dividends,
could have the effect of diminishing our ability to make payments on the exchange notes when due.
Our credit ratings may not reflect all risks of an investment in the exchange notes.
Our credit ratings are an assessment by independent rating agencies of our ability to pay our obligations. Consequently, actual or anticipated
changes in these credit ratings will generally affect the market value and marketability of the exchange notes. These credit ratings, however, may not
reflect the potential impact of risks related to structure, market or other factors on the value of the exchange notes.
If an active trading market does not develop for the exchange notes, you may be unable to sell your exchange notes or to sell your exchange notes
at a price that you deem sufficient.
The exchange notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the exchange
notes on a national securities exchange or arrange for quotation on any automated dealer quotation system. No assurance can be given:
·
that a market for the exchange notes will develop or continue;
·
as to the liquidity of any market that does develop; or
·
as to your ability to sell any exchange notes you may own or the price at which you may be able to sell your exchange notes.
We may choose to redeem the exchange notes when prevailing interest rates are relatively low.
As described under "Description of Exchange Notes--Optional Redemption," we have the right to redeem the exchange notes in whole or from
time to time in part at the redemption prices described under the caption "Description of Exchange Notes--Optional Redemption." We may choose to
redeem the exchange notes from time to time. In the event that prevailing interest rates are relatively low when we elect to redeem the exchange notes,
you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the
exchange notes being redeemed.
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USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the original notes. Any original notes that are
properly tendered and accepted for exchange pursuant to the exchange offer will be retired and cancelled.
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RATIO OF PROFIT TO FIXED CHARGES
The table below sets forth our ratio of profit to fixed charges for each of the periods indicated:
Nine months
Year ended December 31,

ended June 30,

2015

2014

2013

2012

2011

2016

2015

2.04

2.18
1.94
1.72
1.60
1.95
2.09
For purposes of calculating these ratios, profit consists of income before income taxes plus fixed charges. Profit is reduced by our equity in profit
of certain partnerships in which we participate. Fixed charges consist of interest on borrowed funds (including any amortization of debt discount,
premium and issuance expense) and a portion of rentals representing interest.
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https://www.sec.gov/Archives/edgar/data/764764/000104746917000485/a2230577z424b3.htm[2/2/2017 11:24:36 AM]


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