Bond Con Edison 3.95% ( US209111FY40 ) in USD

Con Edison

76.43 % ▼

United States

US209111FY40 ( in USD )

3.95% per year ( payment 2 times a year)

31/03/2050

Prospectus brochure of the bond Consolidated Edison Co of NY US209111FY40 en USD 3.95%, maturity 31/03/2050

2 000 USD

1 000 000 000 USD

209111FY4

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

01/10/2025 ( In 149 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 US209111FY40, pays a coupon of 3.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2050

The Bond issued by Con Edison ( United States ) , in USD, with the ISIN code US209111FY40, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Con Edison ( United States ) , in USD, with the ISIN code US209111FY40, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B5 1 d904537d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226539
CALCULATION OF REGISTRATION FEE

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

registered

unit

offering price

fee (1)(2)
3.35% Debentures, Series 2020 A

$600,000,000

99.772%

$598,632,000

$77,702.43
3.95% Debentures, Series 2020 B

$1,000,000,000

99.338%

$993,380,000

$128,940.73

(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)
$1,600,000,000
Consolidated Edison Company of New York, Inc.
$600,000,000 3.35% Debentures, Series 2020 A due 2030
$1,000,000,000 3.95% Debentures, Series 2020 B due 2050

This is a public offering by Consolidated Edison Company of New York, Inc. of $600,000,000 of Series 2020 A Debentures due April 1, 2030 (the
"2020 A Debentures") and $1,000,000,000 of Series 2020 B Debentures due April 1, 2050 (the "2020 B Debentures" and, together with the 2020 A
Debentures, the "Debentures").
Interest on the Debentures is payable initially on October 1, 2020 and thereafter semi-annually on April 1 and October 1 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 in excess 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 2020
Per 2020
A
B

Debenture

Total

Debenture

Total

Initial public offering price

99.772%
$598,632,000
99.338%
$993,380,000
Underwriting discount

0.650%
$
3,900,000
0.875%
$
8,750,000
Proceeds, before expenses, to Consolidated Edison Company of New York, Inc.

99.122%
$594,732,000
98.463%
$984,630,000
The initial public offering prices set forth above do not include accrued interest, if any. Interest on the Debentures will accrue from March 31, 2020
and must be paid by the purchaser if the Debentures are delivered after March 31, 2020.
The underwriters expect to deliver the Debentures to purchasers through The Depository Trust Company for the account of its participants, including
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Final Prospectus Supplement
Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about March 31, 2020.

Joint Book-Running Managers

Barclays

BofA Securities

J.P. Morgan

Mizuho Securities
Citigroup

KeyBanc Capital Markets

MUFG

Scotiabank

SMBC Nikko
US Bancorp
Co-Managers

PNC Capital Markets LLC

TD Securities

Loop Capital Markets
March 26, 2020
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 3.35% DEBENTURES, SERIES 2020 A DUE
APRIL 1, 2030 AS THE "2020 A DEBENTURES" AND THE 3.95% DEBENTURES, SERIES 2020 B DUE APRIL 1, 2050 AS THE
"2020 B DEBENTURES." THE TERM "DEBENTURES" REFERS TO BOTH THE 2020 A DEBENTURES AND THE 2020 B 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. Our business, financial condition, results of operations and cash flows may have changed since those dates.

TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors
S-3
Incorporation By Reference
S-3
The Company
S-3
Use of Proceeds
S-4
Description of Debentures
S-5
Book-Entry System
S-7
Material U.S. Federal Income Tax Considerations
S-10
Underwriting
S-14
Notices to Investors
S-16
Legal Matters
S-18
Experts
S-18
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

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Final Prospectus Supplement
S-2
Table of Contents
RISK FACTORS
In addition to the risk factors described below, you should carefully consider the risks described under "Risk Factors" in Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2019 (which description is incorporated by reference herein), as well as the other information
contained or incorporated by reference herein before making a decision to invest in our debt securities. See "Incorporation by Reference," below. 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.
We face risks related to health epidemics and other outbreaks.
The Coronavirus Disease 2019 ("Covid-19") is currently impacting countries, communities, supply chains and markets. To date, Covid-19 has not
had a material impact on us. However, we cannot predict whether, and the extent to which, Covid-19 will have a material impact on our liquidity, financial
condition, and results of operations. We require access to the capital markets to fund capital requirements. To the extent that our access to the capital
markets is adversely affected by Covid-19, we may need to consider alternative sources of funding for our operations and for working capital, any of which
could increase our cost of capital. The extent to which Covid-19 may impact our liquidity, financial condition, and results of operations will depend on
future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of Covid-19 and the actions
taken to contain it or treat its impact, among others.
Additional Risk Related to the Debentures
The Debentures may not be a suitable investment for all investors seeking exposure to green assets.
While we intend to use an amount equal to the net proceeds from the sale of the Debentures to pay or reimburse the payment of, in whole or in part,
existing and new Eligible Green Expenditures as described under "Use of Proceeds," there is no assurance that the expenditures funded with such net
proceeds will meet every potential investor's expectations regarding environmental sustainability or performance.
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 document that we have filed with the Commission:

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

S-3
Table of Contents
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.
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Final Prospectus Supplement
USE OF PROCEEDS
Net proceeds received by us from the sale of the Debentures are expected to be approximately $1.58 billion. We intend to use an amount equal to the
net proceeds to pay or reimburse the payment of, in whole or in part, existing and new qualifying "Eligible Green Expenditures" as described below.
Eligible Green Expenditures include those funded on or after January 1, 2018, or any time following the issue date of the Debentures until the maturity date
of each series of the Debentures.
Eligible Green Expenditures
The Company's Eligible Green Expenditures include, but are not limited to, expenditures in the categories outlined below:
Energy Efficiency
The Company is making investments in projects and customer programs that improve system efficiency and energy-use management to reduce
energy usage and greenhouse gas emissions, such as:

i.
Investing in advanced metering infrastructure including smart electric and gas meters and a related communication network to

provide the data needed for the electric and gas systems to operate more efficiently and for customers to better manage their
energy use;

ii.
Designing and managing programs that help the Company's customers improve electric and gas energy efficiency and that

promote clean electrification via education, outreach, and financial incentives; and

iii.
Investing in infrastructure and programs to add and integrate energy storage into its electric system.
Clean Transportation
The Company is making investments to develop the infrastructure for electric vehicle charging stations in the Company's service territory and
for programs to promote the charging of electric vehicles during off-peak hours when supplied electricity generally has a lower carbon footprint.
Process for Eligible Green Expenditures Evaluation and Selection
The Eligible Green Expenditures are identified and selected by a process that involves participants from various Company departments, including our
Treasury and Customer Energy Solutions groups, and are based on the eligibility criteria set forth in "Eligible Green Expenditures," above.
Management of Proceeds
An amount equal to the net proceeds of the Debentures will be allocated to the financing or refinancing of existing and future Eligible Green
Expenditures. Pending the allocation of the net proceeds to finance or refinance Eligible Green Expenditures, the Company may use the net proceeds for
repayment of short-term debt bearing interest at variable rates, or the Company may temporarily place the net proceeds in short-term interest-bearing
instruments. At March 23, 2020, the weighted average annualized yield for our commercial paper that was outstanding was 3.57 percent.
Payment of principal of and interest on the Debentures will be made from our general funds and will not be directly linked to the performance of any
Eligible Green Expenditures.

S-4
Table of Contents
Reporting
Within one year following the issuance of the Debentures, we intend to provide an update on our website regarding the allocation of an amount equal
to the net proceeds of the Debentures to Eligible Green Expenditures, detailing the Eligible Green Expenditures made by the Company, and as necessary
thereafter in the event of material developments. If the net proceeds are not fully allocated within one year of issuance, the Company will continue to
provide updates at least annually until the net proceeds are fully allocated. The website will also contain (i) an assertion by management regarding the
amount of net proceeds from the sale of the Debentures allocated to qualifying Eligible Green Expenditures during the period specified above and (ii) in the
case of the first such report after the net proceeds are fully allocated, an attestation report from an independent accountant in respect of the independent
accountant's examination of management's assertion conducted in accordance with attestation standards established by the American Institute of Certified
Public Accountants.
Information on the Company's website is not incorporated herein and should not be deemed a part of this prospectus supplement, the accompanying
prospectus or any other report or filing filed with the Commission.
DESCRIPTION OF DEBENTURES
General
The 2020 A Debentures and the 2020 B Debentures each will be a new series of debt securities. The 2020 A Debentures will be issued in an initial
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Final Prospectus Supplement
aggregate principal amount of $600,000,000. We may at any time, without the consent of the holders of the 2020 A Debentures, issue additional 2020 A
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 2020 A Debentures being offered hereby. The 2020 B
Debentures will be issued in an initial aggregate principal amount of $1,000,000,000. We may at any time, without the consent of the holders of the 2020 B
Debentures, issue additional 2020 B 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 2020 B Debentures
being offered hereby. If any such additional Debentures of a particular series are not fungible for U.S. federal income tax purposes with the Debentures of
that series being offered hereby, such additional Debentures will be issued under a different CUSIP number than the Debentures of that series offered
hereby.
The 2020 A Debentures will mature on April 1, 2030. The 2020 B Debentures will mature on April 1, 2050. 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"
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 in the title of each particular
series. Interest on the Debentures will accrue from March 31, 2020 or from the most recent interest payment date to which interest has been paid. Interest
on the Debentures is payable initially on October 1, 2020 and thereafter semi-annually on April 1 and October 1 each year to holders of record at the close
of business on the record date for the applicable interest payment date, which will be (i) the business day immediately preceding such interest payment date
so long as all of the Debentures of a series remain in book-entry form or (ii) the fifteenth day, whether or not such day is a business day, of the calendar
month next preceding such interest payment date if any of the Debentures of such series do not remain in book-entry form, in each case, except as
otherwise provided in the Indenture.

S-5
Table of Contents
Redemption at Our Option
At any time prior to January 1, 2030 (the "2020 A Par Call Date"), we may redeem the 2020 A 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 2020 A 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 2020 A Debentures matured on the 2020 A 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 40 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 2020 A Par Call Date, we may redeem the 2020 A Debentures in whole or
in part, at our option, at a redemption price equal to 100% of the principal amount of the 2020 A Debentures being redeemed plus accrued interest on the
principal amount being redeemed to, but not including, the redemption date.
At any time prior to October 1, 2049 (the "2020 B Par Call Date"), we may redeem the 2020 B 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 2020 B 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 2020 B Debentures matured on the 2020 B 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 40 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 2020 B Par Call Date, we may redeem the 2020 B Debentures in whole or
in part, at our option, at a redemption price equal to 100% of the principal amount of the 2020 B 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
2020 A Debentures matured on the 2020 A Par Call Date and the 2020 B Debentures matured on the 2020 B 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.
"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., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA
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Final Prospectus Supplement
LLC or their respective affiliates and successors, and one other primary U.S. Government securities dealer in the United States (a "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 applicable 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.

S-6
Table of Contents
"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 the applicable 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
each series of 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 SA/NV, as operator of the Euroclear System (the "Euroclear System") in Europe if they are participants of such
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.
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.

S-7
Table of Contents
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
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Final Prospectus Supplement
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).
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
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 in excess thereof.

S-8
Table of Contents
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.
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Final Prospectus Supplement
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 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.

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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
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, 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.

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Sale, Exchange, Retirement or Other Taxable Disposition of the Debentures
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Final Prospectus Supplement
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
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
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Final Prospectus Supplement
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 indirect U.S. account holders or (ii) certain "non-financial foreign entities" unless they certify that they do not

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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
Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC 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
Principal Amount
Underwriters

of 2020 A Debentures
of 2020 B Debentures
Barclays Capital Inc.

$
70,500,000
$
117,500,000
BofA Securities, Inc.

70,500,000

117,500,000
J.P. Morgan Securities LLC

70,500,000

117,500,000
Mizuho Securities USA LLC

70,500,000

117,500,000
Citigroup Global Markets Inc.

54,000,000

90,000,000
KeyBanc Capital Markets Inc.

42,000,000

70,000,000
MUFG Securities Americas Inc.

42,000,000

70,000,000
Scotia Capital (USA) Inc.

42,000,000

70,000,000
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Document Outline

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