Bond Con Edison 4.125% ( US209111FV01 ) in USD

Con Edison

100 % ▲

United States

US209111FV01 ( in USD )

4.125% per year ( payment 2 times a year)

15/05/2049

Prospectus brochure of the bond Consolidated Edison Co of NY US209111FV01 en USD 4.125%, maturity 15/05/2049

2 000 USD

700 000 000 USD

209111FV0

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/05/2025 ( In 10 days )

Consolidated Edison, Inc. (Con Edison) is a major energy company that delivers electricity, natural gas, and steam to customers in New York City and Westchester County, New York.

The Bond issued by Con Edison ( United States ) , in USD, with the ISIN code US209111FV01, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2049

The Bond issued by Con Edison ( United States ) , in USD, with the ISIN code US209111FV01, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Con Edison ( United States ) , in USD, with the ISIN code US209111FV01, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B2 1 d731198d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-226539
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
maximum
maximum
Amount of
Title of each class of
to be
offering price
aggregate
registration
securities to be registered

registered

per unit

offering price

fee (1)(2)
4.125% Debentures, Series 2019 A

$700,000,000

99.965%

$699,755,000

$84,810.31

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Consolidated Edison Company
of New York, Inc.'s Registration Statement on Form S-3ASR (No. 333-226539).
Table of Contents
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 2, 2018)
$700,000,000
Consolidated Edison Company of New York, Inc.
4.125% Debentures, Series 2019 A due 2049

This is a public offering by Consolidated Edison Company of New York, Inc. of $700,000,000 of Series 2019 A Debentures due May 15, 2049 (the
"Debentures").
Interest on the Debentures is payable initially on November 15, 2019 and thereafter semi-annually on May 15 and November 15 in each year. We
may redeem some or all of the Debentures at our option at any time as described in this prospectus supplement.
The Debentures will be unsecured obligations and rank equally with our other unsecured debt securities that are not subordinated obligations. The
Debentures will be issued only in registered form in denominations of $2,000 and in integral multiples of $1,000 thereof.

Investing in the Debentures involves risks. See "Risk Factors" on page S-3 of this prospectus supplement.

Neither the Securities and Exchange Commission 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.

Per

Debenture

Total

Initial public offering price

99.965%
$699,755,000
Underwriting discount

0.875%
$
6,125,000
Proceeds, before expenses, to Consolidated Edison Company of New York, Inc.

99.090%
$693,630,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Debentures will accrue from May 9, 2019 and
must be paid by the purchaser if the Debentures are delivered after May 9, 2019.
The underwriters expect to deliver the Debentures to purchasers through The Depository Trust Company for the account of its participants, including
Clearstream Banking S.A. and Euroclear Bank S.A./N.V., on or about May 9, 2019.

Joint Book-Running Managers

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Final Prospectus Supplement
Barclays
J.P. Morgan
SMBC Nikko

BNY Mellon Capital Markets, LLC
US Bancorp

Co-Managers

CIBC Capital Markets
PNC Capital Markets LLC

Loop Capital Markets
Ramirez & Co., Inc.

May 6, 2019
Table of Contents
IN THIS PROSPECTUS SUPPLEMENT, THE "COMPANY" AND "CON EDISON OF NEW YORK," "WE," "US" AND "OUR" REFER TO
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. IN ADDITION, WE REFER TO THE 4.125% DEBENTURES, SERIES 2019 A DUE
MAY 15, 2049 AS THE "DEBENTURES".
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus (together, the "prospectus") and in any written communication from us or the underwriters specifying the final terms of the offering.
We have not and the underwriters have not authorized anyone else to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not and the underwriters are not making an offer to sell securities in any
jurisdiction where the offer or sale is not permitted. The information contained in this prospectus supplement is current only as of the date of this
prospectus supplement.

TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors

S-3
Incorporation By Reference

S-3
The Company

S-3
Use of Proceeds

S-3
Description of Debentures

S-4
Book-Entry System

S-5
Material U.S. Federal Income Tax Considerations

S-9
Underwriting (Conflicts of Interest)

S-13
Notices to Investors

S-15
Legal Matters

S-17
Experts

S-17
Prospectus

Risk Factors

2
About This Prospectus

2
Where You Can Find More Information

2
Incorporation By Reference

3
Con Edison of New York

3
Use of Proceeds

3
Earnings Ratios

4
Description of Debt Securities

4
Description of Cumulative Preferred Stock

11
Plan of Distribution

13
Legal Matters

13
Experts

13

S-2
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Final Prospectus Supplement
Table of Contents
RISK FACTORS
Our business is influenced by many factors that are difficult to predict, that are often beyond our control and that involve uncertainties that may
materially affect our actual operating results, cash flows and financial condition. These risk factors include those described in the documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus (see "Incorporation by Reference," below), and could include
additional uncertainties not presently known to us or that we currently do not consider to be material. Before making an investment decision, you should
carefully consider these risks as well as any other information we include or incorporate by reference in this prospectus supplement and the accompanying
prospectus.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows the "incorporation by reference" herein of the information we file with the
Commission. This means that we can disclose important information to you by referring you to documents that we have previously filed with the
Commission or documents that we will file with the Commission in the future. The information we incorporate by reference is considered to be an
important part of this prospectus. Information that we file later with the Commission that is incorporated by reference into this prospectus will
automatically update and supercede this information.
We are incorporating by reference herein the following Con Edison of New York documents that we have filed with the Commission:

· Annual Report on Form 10-K for the year ended December 31, 2018;

· Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019; and

· Current Report on Form 8-K, dated April 1, 2019.
We are also incorporating by reference herein any additional documents that we may file with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (other than those "furnished" pursuant to Item 2.02 or Item 7.01 in any Current Report on
Form 8-K or other information deemed to have been "furnished" rather than filed in accordance with the Commission's rules) until the termination of the
offering of the securities.
THE COMPANY
The Company, incorporated in New York State in 1884, is a subsidiary of Consolidated Edison, Inc. Our principal executive offices are located at
4 Irving Place, New York, New York 10003. Our telephone number is (212) 460-4600.
The Company provides electric service in all of New York City (except a part of Queens) and most of Westchester County, an approximately 660
square mile service area with a population of more than nine million. We also provide gas service in Manhattan, the Bronx, parts of Queens and most of
Westchester County, and steam service in parts of Manhattan.
USE OF PROCEEDS
We anticipate using the net proceeds received by us from the sale of the Debentures for general corporate purposes, including repayment of short-
term debt bearing interest at variable rates. At May 3, 2019, the weighted average annualized yield for our commercial paper that was outstanding was 2.68
percent.

S-3
Table of Contents
DESCRIPTION OF DEBENTURES
General
The Debentures will be a new series of debt securities. The Debentures will be issued in an initial aggregate principal amount of $700,000,000. We
may at any time, without the consent of the holders of the Debentures, issue additional Debentures that will be part of the same series of debt securities as,
rank equally and ratably with, and have the same interest rate, maturity and other terms (except for the issue date, the issue price and, if applicable, the first
interest payment date) as, the Debentures being offered hereby. If any such additional Debentures are not fungible for U.S. federal income tax purposes
with the Debentures being offered hereby, such additional Debentures will be issued under a different CUSIP number than the Debentures offered hereby.
The Debentures will mature on May 15, 2049. We may redeem the Debentures prior to maturity as set forth below.
Additional information describing the Debentures and the Indenture under which they are to be issued is included in "Description of Debt Securities"
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Final Prospectus Supplement
in the accompanying prospectus.
Interest
We will pay interest on the Debentures at the rate per annum stated on the first page of this prospectus supplement. Interest on the Debentures will
accrue from May 9, 2019 or from the most recent interest payment date to which interest has been paid. Interest on the Debentures is payable initially on
November 15, 2019 and thereafter semi-annually on May 15 and November 15 each year to holders of record at the close of business on the last day,
whether or not a business day, of the calendar month next preceding such interest payment date, except as otherwise provided in the Indenture.
Redemption at Our Option
At any time prior to November 15, 2048 (the "Par Call Date"), we may redeem the Debentures in whole or in part, at our option, at a redemption
price equal to the greater of (1) 100% of the principal amount of the Debentures being redeemed or (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon that would be due if the Debentures matured on the Par Call Date (exclusive of interest accrued to the
date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 20 basis points, plus, in each case, accrued interest on the principal amount being redeemed to, but not including, the
redemption date. At any time on or after the Par Call Date, we may redeem the Debentures in whole or in part, at our option, at a redemption price equal to
100% of the principal amount of the Debentures being redeemed plus accrued interest on the principal amount being redeemed to, but not including, the
redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker (as defined
below) as having an actual or interpolated maturity comparable to the remaining term of the Debentures being redeemed (assuming for this purpose that the
Debentures matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of such Debentures.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations (as defined
below) for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if we obtain fewer than five
of such Reference Treasury Dealer Quotations, the average of all such quotations.

S-4
Table of Contents
"Independent Investment Banker" means one of the Reference Treasury Dealers (as defined below) appointed by the trustee after consultation with
us.
"Reference Treasury Dealer" means each of Barclays Capital Inc. and J.P. Morgan Securities LLC or their respective affiliates and successors, one
primary U.S. Government Securities dealer in the United States (a "Primary Treasury Dealer") selected by SMBC Nikko Securities America, Inc. and one
other Primary Treasury Dealer selected by us. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, we will substitute another
Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
us by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to such Comparable Treasury Price for such redemption date.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of Debentures
to be redeemed.
Unless we default in payment of the redemption price, on or after the redemption date interest will cease to accrue on the Debentures or portions
thereof called for redemption.
BOOK-ENTRY SYSTEM
The Depository Trust Company (the "Depositary"), New York, New York, will act as securities depository for the Debentures. The Debentures will
be issued as fully-registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee) or such other name as may be
requested by an authorized representative of the Depositary. One or more fully-registered global certificates (each a "Global Security") will be issued for
the Debentures, in the aggregate principal amount of such Debentures, and will be deposited with the Trustee on behalf of the Depositary.
Investors may elect to hold interests in a Global Security through either the Depositary in the United States or Clearstream Banking, S.A.
("Clearstream") or the Euroclear Bank S.A./N.V., as operator of the Euroclear System (the "Euroclear System") in Europe if they are participants of such
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Final Prospectus Supplement
systems, or indirectly through organizations which are participants in such systems. Clearstream and the Euroclear System will hold interests on behalf of
their participants through customers' securities accounts in Clearstream's and the Euroclear System's names on the books of their respective depositaries,
which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act
as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as depositary for the Euroclear System (in such capacities, the "U.S. Depositaries").
The Depositary has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934, as
amended.

S-5
Table of Contents
The Depositary holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments from over 100 countries that the Depositary's participants ("Direct Participants") deposit with the Depositary. The
Depositary also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. The Depositary is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the
holding company for the Depositary, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Depositary system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The Depositary's Rules applicable to its participants are on file with the
Commission. More information about the Depositary can be found at www.dtcc.com, but this information is not incorporated herein by reference.
Purchases of the Debentures under the Depositary's system must be made by or through Direct Participants, which will receive a credit for the
Debentures on the Depositary's records. The ownership interest of each actual purchaser of each Debenture, or beneficial owner, is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Debentures are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in the Debentures, except in the event that use of the book-entry system for the Debentures is
discontinued.
To facilitate subsequent transfers, all Debentures deposited by Direct Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of the Depositary. The deposit of the Debentures
with the Depositary and their registration in the name of Cede & Co. or such other Depositary nominee effect no change in beneficial ownership. The
Depositary has no knowledge of the actual beneficial owners of the Debentures; the Depositary's records reflect only the identity of the Direct Participants
to whose accounts such Debentures are credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to its Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to the Depositary. If less than all of the Debentures are being redeemed, the Depositary's practice is to determine by
lot the amount of each Direct Participant's interest in the issue to be redeemed.
Neither the Depositary nor Cede & Co. (nor any other Depositary nominee) will consent or vote with respect to the Debentures unless authorized by
a Direct Participant in accordance with the Depositary's applicable procedures. Under its usual procedures, the Depositary mails an omnibus proxy to the
Company as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Debentures are credited on the record date (identified in a listing attached to the omnibus proxy).

S-6
Table of Contents
Payments on the Debentures will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of the
Depositary. The Depositary's practice is to credit Direct Participants' accounts upon the Depositary's receipt of funds and corresponding detailed
information from the Company, the Trustee or any paying agent or the registrar for the Debentures, on the payable date in accordance with their respective
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Final Prospectus Supplement
holdings shown on the Depositary's records. Payments by participants to beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of
such participants and not of the Depositary or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of the Depositary) is the responsibility of the
Company, disbursement of such payments to Direct Participants will be the responsibility of the Depositary, and disbursement of such payments to the
beneficial owners will be the responsibility of Direct and Indirect Participants.
If the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company, the
Company will issue Debentures in definitive form in exchange for each Global Security representing such Debentures. In such event, an owner of a
beneficial interest in such Global Security will be entitled to physical delivery in definitive form of Debentures represented by such Global Security equal
in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as
registered Debentures in denominations of $2,000 and in integral multiples of $1,000 thereof.
The information in this section concerning the Depositary and the Depositary's book-entry has been obtained from sources that the Company
believes to be reliable, but none of the Company or the underwriters take any responsibility for the accuracy thereof.
Global Clearance and Settlement Procedures
Initial settlement for the Debentures will be made in immediately available funds. Secondary market trading between the Depositary participants will
occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's Same-Day
Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear System participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear System, as applicable.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through
Clearstream participants or Euroclear System participants on the other, will be effected through the Depositary in accordance with the Depositary's rules on
behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in the
Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary.
Clearstream participants and Euroclear System participants may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Debentures received in Clearstream or the Euroclear System as a result of a transaction with a
Depositary participant will be made during subsequent securities settlement processing and dated the business day following the Depositary settlement
date. Such credits or any transactions in such Debentures settled during such processing will be reported to the relevant Euroclear System participant or
Clearstream participant on such business day. Cash received in Clearstream or the Euroclear System as a result of sales of the Debentures by or through a
Clearstream participant or a Euroclear System participant to a Depositary

S-7
Table of Contents
participant will be received with value on the Depositary settlement date but will be available in the relevant Clearstream or the Euroclear System cash
account only as of the business day following settlement in the Depositary.
Although the Depositary, Clearstream and the Euroclear System have agreed to the foregoing procedures in order to facilitate transfers of Debentures
among participants of the Depositary, Clearstream and the Euroclear System, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued or changed at any time.

S-8
Table of Contents
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following, subject to the limitations set forth below, describes the material U.S. federal income tax considerations of ownership and disposition
of the Debentures. This discussion applies only to Debentures held as capital assets (generally, assets held for investment) by those initial holders who
purchase Debentures at their "issue price," which will equal the first price at which a substantial amount of the Debentures is sold for money to the public
(not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). This
summary is based on the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), administrative pronouncements, judicial decisions
and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus supplement may affect the tax
consequences described herein. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of
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Final Prospectus Supplement
their particular circumstances or to holders subject to special rules, such as certain financial institutions, tax-exempt organizations, insurance companies,
dealers in securities or foreign currencies, traders in securities that have elected the mark-to-market method of accounting, certain former citizens or long-
term residents of the United States, persons holding Debentures as part of a straddle, hedge or other integrated transaction, U.S. Holders (as defined below)
whose functional currency is not the U.S. dollar, pass-through entities, partnerships or other entities or arrangements classified as partnerships for U.S.
federal income tax purposes, persons required to accelerate the recognition of any item of gross income with respect to the Debentures as a result of such
income being recognized on an "applicable financial statement" within the meaning of section 451 of the Code, or persons subject to the alternative
minimum tax or the Medicare tax imposed on certain net investment income. If an entity or arrangement treated as a partnership for U.S. federal income
tax purposes holds Debentures, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of
the partnership. Partnerships and partners of partnerships considering an investment in Debentures are urged to consult their tax advisers as to the particular
U.S. federal income tax consequences to them of holding and disposing of the Debentures. Further, this discussion does not address the U.S. federal estate
and gift tax or the state, local and foreign tax consequences of holding and disposing of the Debentures.
Prospective investors are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their
particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction, or any applicable
income tax treaties.
Tax Consequences to U.S. Holders
As used herein, the term "U.S. Holder" means, for U.S. federal income tax purposes, a beneficial owner of Debentures that is: (i) an individual
citizen or resident of the United States; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized
in or under the laws of the United States, a state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income
taxation regardless of its source; or (iv) a trust if (1) a United States court can exercise primary supervision over the administration of the trust and one or
more "United States persons" within the meaning of section 7701(a)(30) of the Code can control all substantial decisions of the trust or (2) the trust was in
existence on August 20, 1996 and has elected to continue to be treated as a United States person.
Payments of Interest
Stated interest paid on Debentures generally will be taxable to a U.S. Holder as ordinary interest income at the time it accrues or is received in
accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes. If, as anticipated, the Debentures are sold in this
offering at par, or at a de minimis discount from par, then the Debentures will not bear original issue discount for U.S. federal income tax purposes. For
this purpose, discount is considered de minimis if it is less than 0.25% of the stated redemption price at maturity of the Debentures (generally, their
principal amount) multiplied by the number of complete years to maturity from their original issue date.

S-9
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Sale, Exchange, Retirement or Other Taxable Disposition of the Debentures
Upon the sale, exchange, retirement or other taxable disposition of Debentures, a U.S. Holder will recognize taxable gain or loss equal to the
difference, if any, between the amount realized on the sale, exchange, retirement or other disposition and the U.S. Holder's tax basis in the Debentures at
that time. For these purposes, the amount realized generally will include the sum of the cash and the fair market value of any property received in
exchange for Debentures. However, the amount realized does not include any amount attributable to accrued but unpaid interest, which will be treated as
ordinary interest income, as described above in "Payments of Interest", to the extent not previously included in income by the U.S. Holder. A U.S.
Holder's tax basis in Debentures generally will equal the cost of the Debentures to the U.S. Holder. Gain or loss realized on the sale, exchange, retirement
or other disposition of Debentures generally will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange,
retirement or disposition Debentures have been held for more than one year. Under current law, long-term capital gains of certain non-corporate holders
generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information returns generally will be filed with the Internal Revenue Service (the "IRS") in connection with payments on the Debentures and the
proceeds from a sale or other disposition of the Debentures. A U.S. Holder generally will be subject to backup withholding on these payments if the U.S.
Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an
exemption from backup withholding. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder
will be allowed as a credit against the U.S. Holder's U.S. federal income tax liability and may entitle the U.S. Holder to a refund of any excess amounts
withheld, provided that the required information is timely furnished to the IRS.
Tax Consequences to Non-U.S. Holders
As used herein, the term "Non-U.S. Holder" means, for U.S. federal income tax purposes, a beneficial owner of Debentures that is an individual,
corporation, estate or trust that is not a U.S. Holder (as defined above).
Payments of Interest
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Subject to the discussions below concerning income of a Non-U.S. Holder that is effectively connected with the conduct of a trade or business in the
United States, backup withholding and the Foreign Account Tax Compliance Act provisions of the Hiring Incentives to Restore Employment Act and
Treasury regulations thereunder, commonly referred to as "FATCA," payments of interest on the Debentures by the Company or any applicable
withholding agent to any Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax, provided, among other things, that:
(a) the Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company
that are entitled to vote; (b) the Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, to the Company through stock
ownership; and (c) the Non-U.S. Holder either (x) certifies on IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form), under
penalties of perjury, that it is not a United States person or (y) holds the Debentures through certain foreign intermediaries and satisfies the certification
requirements of the applicable Treasury regulations.
Subject to the discussion below concerning income of a Non-U.S. Holder that is effectively connected with the conduct of a trade or business in the
United States, a Non-U.S. Holder that does not qualify for exemption from withholding as described above generally will be subject to U.S. federal
withholding tax at a rate of 30% on payments of interest on the Debentures. A Non-U.S. Holder may be entitled to the benefits of an income tax treaty
under which interest on the Debentures is subject to an exemption from, or reduced rate of, U.S. federal withholding tax, provided such holder provides to
the applicable withholding agent a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) claiming the exemption
or reduction and complies with any other applicable procedures.

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Sale, Exchange, Retirement or Other Taxable Disposition of the Debentures
Subject to the discussion below of backup withholding, a Non-U.S. Holder of Debentures generally will not be subject to U.S. federal income tax or
withholding tax on gain realized on the sale, exchange, retirement or other taxable disposition of Debentures, unless:
(i) the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States, subject to an applicable
income tax treaty providing otherwise; or
(ii) the Non-U.S. Holder is an individual who is present in the United States for 183 or more days in the taxable year of the disposition and certain
other requirements are met.
If you are a Non-U.S. Holder described in (i) above, you generally will be subject to tax as described below in "--U.S. Trade or Business". If you
are a Non-U.S. Holder described in (ii) above, you generally will be subject to a flat 30% (or lower applicable treaty rate) U.S. federal income tax on the
gain derived from the sale, exchange, retirement or other taxable disposition, which may be offset by certain U.S. source capital losses.
U.S. Trade or Business
If a Non-U.S. Holder of Debentures is engaged in a trade or business in the United States and if income or gain on Debentures is effectively
connected with the conduct of this trade or business, the Non-U.S. Holder, although exempt from the withholding tax on interest discussed above, generally
will be taxed on such income or gain in the same manner as a U.S. Holder (see "Tax Consequences to U.S. Holders" above), subject to an applicable
income tax treaty providing otherwise. The Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS Form
W-8ECI in order to claim an exemption from withholding tax on interest. In addition to regular U.S. federal income tax, Non-U.S. Holders that are
corporations may be subject to a U.S. branch profits tax on their effectively connected earnings and profits, subject to adjustments, at a 30% rate (or a
lower treaty rate, if any). Non-U.S. Holders engaged in a trade or business in the United States should consult their tax advisers with respect to other U.S.
tax consequences of the ownership and disposition of Debentures.
Information Reporting and Backup Withholding
Information returns generally will be filed with the IRS in connection with payments of interest on the Debentures. Copies of the information returns
reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder
resides under the provisions of an applicable income tax treaty or other agreement. Unless the Non-U.S. Holder complies with certification procedures to
establish that it is not a United States person, information returns may be filed with the IRS in connection with the proceeds from a sale or other
disposition of the Debentures, and the Non-U.S. Holder may be subject to U.S. backup withholding on payments on the Debentures or on the proceeds
from a sale or other disposition of the Debentures. Compliance with the certification procedures required as to non-U.S. status in order to claim the
exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid backup withholding as well.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit
against the Non-U.S. Holder's U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund of any excess amounts withheld, provided
that the required information is timely furnished to the IRS.
FATCA
FATCA, when applicable, will impose a U.S. federal withholding tax of 30% on certain types of U.S. source payments, including payments of
interest on debt obligations such as the Debentures made to (i) "foreign financial institutions" unless they agree to collect and disclose to the IRS
information regarding their direct and
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indirect U.S. account holders or (ii) certain "non-financial foreign entities" unless they certify that they do not have any "substantial United States owners"
(as defined in the Code) or furnish identifying information regarding each substantial United States owner (generally by providing an IRS Form W-8BEN-
E). In certain circumstances, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from these rules, which
exemption is typically evidenced by providing appropriate documentation (such as an IRS Form W-8BEN-E). In addition, an intergovernmental agreement
between the United States and the jurisdiction of a foreign financial institution may modify these rules.
You are urged to consult your own tax advisers regarding FATCA and the application of these requirements to your investment in the Debentures.

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UNDERWRITING (Conflicts of Interest)
Barclays Capital Inc., J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc. are acting as joint book-running managers of the
offering and as representatives (the "representatives") of the underwriters named below (the "underwriters"). Subject to the terms and conditions contained
in the underwriting agreement between us and the underwriters, we have agreed to sell the Debentures to the underwriters, and the underwriters have
severally agreed to purchase the Debentures, in the respective principal amounts of the Debentures set forth after their names below. The underwriting
agreement provides that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters will be obligated to
purchase all of the Debentures if any are purchased.

Principal Amount
Underwriters

of Debentures
Barclays Capital Inc.

$ 140,000,000
J.P. Morgan Securities LLC

140,000,000
SMBC Nikko Securities America, Inc.

112,000,000
BNY Mellon Capital Markets, LLC

91,000,000
U.S. Bancorp Investments, Inc.

91,000,000
CIBC World Markets Corp.

52,500,000
PNC Capital Markets LLC

52,500,000
Loop Capital Markets LLC

10,500,000
Samuel A. Ramirez & Company, Inc.

10,500,000

Total

$ 700,000,000

The underwriters are offering the Debentures, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by counsel, including the validity of the Debentures, and other conditions contained in the underwriting agreement, such as the receipt by the
underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject
orders in whole or in part.
The underwriters have advised the Company that they propose to offer the Debentures directly to the public at the public offering price set forth on
the cover page of this prospectus supplement, and may offer the Debentures to certain securities dealers at such price less a concession not to exceed 0.50%
of the principal amount of the Debentures. The underwriters may allow, and such dealers may reallow, a concession not to exceed 0.25% of the principal
amount of the Debentures to certain brokers and dealers. After the Debentures are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the underwriters.
The Debentures are a new issue of securities with no established trading market. We do not intend to apply for the listing of the Debentures on any
securities exchange or for quotation of the Debentures on any automated dealer quotation system. We have been advised by the underwriters that they
presently intend to make a market in the Debentures after completion of this offering. However, the underwriters are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the Debentures or that an
active public trading market for the Debentures will develop. If an active public trading market for the Debentures does not develop, the market price and
liquidity of the Debentures may be adversely affected.
In connection with this offering, the representatives, on behalf of the underwriters, may purchase and sell Debentures in the open market. These
transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater total principal amount of Debentures than they are required to purchase in this offering. Stabilizing transactions consist of certain
bids or purchases made for the purpose of preventing or retarding a decline in the market price of Debentures while this offering is in progress.
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The underwriters also may impose a penalty bid. This may occur when a particular underwriter repays to the underwriters a portion of the
underwriting discount because the underwriters have repurchased Debentures sold by or for the account of that underwriter in stabilizing or short covering
transactions.

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These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the Debentures. As a result, the price of the
Debentures may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the
underwriters at any time.
The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the underwriters may be required to make in respect thereof.
The Company expects to have an estimated $1,600,000 of expenses (excluding the underwriting discounts) in connection with this offering.
Settlement
It is expected that delivery of the Debentures will be made against payment for the Debentures on or about the date specified on the cover page of this
prospectus, which is the third business day following the date of this prospectus supplement (such settlement cycle being referred to as "T+3"). Under Rule
15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the Debentures who wish to trade the Debentures on the date of this
prospectus supplement will be required, by virtue of the fact that the Debentures initially will settle in T+3, to specify an alternative settlement cycle at the
time of any such trade to prevent failed settlement. Purchasers who wish to trade the Debentures on the date of this prospectus supplement should consult
their own advisors.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include, among other
activities, securities trading and underwriting, commercial and investment banking, financial advisory, corporate trust, investment management, investment
research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their respective businesses, the underwriters and/or
their respective affiliates have in the past and may in the future provide us and our affiliates with financial advisory and other services for which they have
and in the future will receive customary fees. The underwriters or their affiliates have a lending relationship with us. In particular, certain affiliates of the
underwriters participate in our revolving credit arrangements.
In addition, in the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own
account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our
affiliates. If any of the underwriters or their affiliates has a lending relationship with us, certain of these underwriters or their affiliates routinely hedge, and
certain other of these underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies.
Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in our securities, including potentially the Debentures offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the Debentures offered hereby. The underwriters and their respective affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Conflicts of Interest
Certain of the underwriters or their affiliates may hold a portion of the commercial paper that we anticipate repaying using net proceeds received by
us from the sale of the Debentures. See "Use of Proceeds," above. We

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understand that if an underwriter and its affiliates were to receive 5% or more of the net proceeds, such underwriter would be required to conduct its
distribution of the Debentures in accordance with Rule 5121 (Public Offerings of Securities with Conflicts of Interest) of the Financial Industry Regulatory
Authority, Inc.
NOTICES TO INVESTORS
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Document Outline

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