Bond DeereCo 2.875% ( US244199BG97 ) in USD

DeereCo

100 % ▲

United States

US244199BG97 ( in USD )

2.875% per year ( payment 2 times a year)

06/09/2049

Prospectus brochure of the bond Deere & Co US244199BG97 en USD 2.875%, maturity 06/09/2049

2 000 USD

500 000 000 USD

244199BG9

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

07/03/2026 ( In 26 days )

Deere & Company is a leading global manufacturer of agricultural machinery, construction equipment, and forestry machines, with a diverse portfolio of products and services.

The Bond issued by DeereCo ( United States ) , in USD, with the ISIN code US244199BG97, pays a coupon of 2.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/09/2049

The Bond issued by DeereCo ( United States ) , in USD, with the ISIN code US244199BG97, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by DeereCo ( United States ) , in USD, with the ISIN code US244199BG97, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-218760
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Maximum Aggregate
Title of Each Class of Securities
Amount to be
Offering Price per
Offering
Amount of
Offered

Registered

Unit

Price

Registration Fee(1)

2.875% Notes due 2049

$500,000,000

99.960%

$499,800,000

$60,575.76

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated June 15, 2017)
$500,000,000
Deere & Company
2.875% Notes due 2049
We are offering $500,000,000 aggregate principal amount of 2.875% Notes due 2049 (the "Notes"). Interest on the Notes will be paid semi-
annually in arrears on March 7 and September 7 of each year, beginning on March 7, 2020 (long first coupon). The Notes will mature on
September 7, 2049. However, we have the option to redeem all or any portion of the Notes at any time in whole, or from time to time in part, at
the redemption prices described in this prospectus supplement under the caption "Description of the Notes--Optional Redemption."
The Notes will rank equally with all of our unsecured and unsubordinated indebtedness.
Investing in our Notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement and the risks we
discuss elsewhere in this prospectus supplement, the accompanying prospectus and the documents we file with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and which we incorporate by reference herein.

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Per

Note

Total

Price to Public(1)

99.960%
$499,800,000

Underwriting Discount

0.875%
$4,375,000

Proceeds to Deere(1)

99.085%
$495,425,000

(1)
Plus accrued interest, if any, from September 6, 2019, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state or other 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.
Delivery of the Notes in book-entry only form will be made on or about September 6, 2019 through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Goldman Sachs & Co. LLC
J.P. Morgan

MUFG

RBC Capital Markets
Senior Co-Managers
Barclays

BNP PARIBAS

Credit Agricole CIB
Credit Suisse
Deutsche Bank Securities
HSBC
TD Securities
Co-Managers
BBVA

COMMERZBANK

Loop Capital Markets
PNC Capital Markets LLC
R. Seelaus & Co., LLC
Santander
Standard Chartered Bank
US Bancorp
Wells Fargo Securities
Westpac Capital Markets LLC

The date of this prospectus supplement is September 3, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-2
Incorporation of Certain Information by Reference

S-3
Risk Factors

S-4
Use of Proceeds

S-5
Description of the Notes

S-6
Material United States Federal Income Tax Considerations

S-9
Underwriting (Conflicts of Interest)
S-15
Legal Opinions
S-20
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Prospectus

Page
Risk Factors

1
Where You Can Find More Information

3
Deere & Company

4
John Deere Funding S.A.

5
Use of Proceeds

5
Prospectus

5
Prospectus Supplement or Term Sheet

6
Description of Debt Securities

7
Special Provisions Relating to Foreign Currency Notes

42
Description of Debt Warrants

45
Description of Preferred Stock

46
Description of Depositary Shares

50
Description of Common Stock

54
Description of Common Warrants

54
Description of Currency Warrants

56
Description of Indexed Warrants and Other Warrants

59
Description of Outstanding Capital Stock

61
Description of Stock Purchase Contracts and Stock Purchase Units

63
Plan of Distribution

63
Legal Opinions

64
Experts

64
We have not, and the underwriters have not, authorized any other person to provide you with information or to make any representations other
than that or those, as applicable, contained or incorporated by reference in this prospectus supplement and prospectus. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not,
making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. The information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus may only be accurate on the date such information is given. Our
business, financial condition, liquidity, results of operations and prospects may have changed since any such date.
S-1
Table of Contents
References in this prospectus supplement to "Deere," "we," "us" or "our" are to Deere & Company.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the Notes and also adds
to and updates the information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying
prospectus. The second part is the accompanying prospectus, which gives more general information, some of which may not apply to the Notes. To
the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the
accompanying prospectus or any document that has previously been filed, on the other hand, the information in this prospectus supplement shall
control.
Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation (as defined
below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the Notes in any Member
State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Member State of Notes which are the
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subject of the offering contemplated in this prospectus supplement and the accompanying prospectus may only do so in circumstances in which no
obligation arises for Deere or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such
offer. Neither Deere nor the underwriters have authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which an
obligation arises for Deere or the underwriters to publish a prospectus for such offer. The expression "Prospectus Regulation" means Regulation
(EU) 2017/1129.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of
the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes
of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience
in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within
Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Notes offered hereby are
only available to, and any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates will be
engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement or the accompanying prospectus or any of their contents.
S-2
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are also available to the public from the
SEC's web site at http://www.sec.gov and from the investor relations page of the Deere & Company website at http://www.deere.com. Except
documents specifically incorporated by reference into this prospectus, information on those websites is not part of this prospectus supplement or
any accompanying prospectus.
The SEC allows us to "incorporate by reference" the information Deere & Company files with the SEC, which means that we can disclose
important information to you by referring to the other information we have filed with the SEC. The information that we incorporate by reference is
considered a part of this prospectus supplement and the accompanying prospectus. We incorporate by reference the documents listed below (except
that we are not incorporating by reference, in any case, any document or information that is not deemed to be "filed"):
·
Deere & Company's Annual Report on Form 10-K for the year ended October 28, 2018;
·
Deere & Company's Quarterly Reports on Form 10-Q for the quarters ended January 27, 2019, April 28, 2019 and July 28, 2019;
and
·
Deere & Company's Current Reports on Form 8-K dated November 21, 2018 (Items 8.01 and 9.01), December 3, 2018 (Item 5.02),
December 5, 2018, February 15, 2019 (Items 8.01 and 9.01), March 1, 2019, May 17, 2019 (Items 8.01 and 9.01), August 16, 2019
(Items 8.01 and 9.01) and August 28, 2019.
We also incorporate by reference any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this prospectus supplement and prior to the termination or completion of this offering (except that we are
not incorporating by reference, in any case, any document or information that is not deemed to be "filed," including the portions of these
documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items). The
information contained in any such document will be considered part of this prospectus supplement from the date the document is filed with the
SEC.
Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this
prospectus supplement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
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We undertake to provide without charge to you, upon oral or written request, a copy of any or all of the documents that have been incorporated
by reference in this prospectus supplement, other than exhibits to such other documents (unless such exhibits are specifically incorporated by
reference therein), by writing or telephoning us at the following address:
Deere & Company
One John Deere Place
Moline, Illinois 61265
Attn: Corporate Secretary
(309) 765-5161
S-3
Table of Contents
RISK FACTORS
In evaluating an investment in the Notes, you should carefully consider the following risk factors and the risk factors described under the
caption "Risk Factors" in the accompanying prospectus and in our Annual Report on Form 10-K for the year ended October 28, 2018, which is
incorporated by reference.
An active trading market may not develop or be maintained for the Notes.
The Notes are a new issue of securities with no established trading market. Although the underwriters may make a market for the Notes after
we complete this offering, they have no obligation to do so and may discontinue making a market in the Notes at any time without notice. We have
not listed and do not intend to apply for listing of the Notes on any securities exchange.
The liquidity of any market for the Notes that may develop will depend on a number of factors, including prevailing interest rates, our
financial condition and operating results, the number of holders of the Notes, the market for similar securities and the interest of securities dealers
in making a market in the Notes. We cannot assure you that a trading market for the Notes will develop or, if developed, that it will continue, or as
to the liquidity of any trading market for the Notes that may develop or as to the price you may receive should you wish to resell any Notes you
acquire in this offering.
The Notes are subject to early redemption.
As described under "Description of the Notes--Optional Redemption," we may at our option redeem the Notes any time in whole, or from
time to time in part, at the redemption prices described therein. Consequently, we may choose to redeem your Notes at times when prevailing
interest rates are lower than the effective interest rate paid on your Notes. As a result, we cannot assure you that you will be able to reinvest your
redemption proceeds in an investment with a return that is as high as the return you would have earned on the Notes if they had not been redeemed
and that has a similar level of investment risk.
S-4
Table of Contents
USE OF PROCEEDS
The aggregate net proceeds to us from the sale of the Notes will be approximately $495,025,000 after deducting the underwriting discount and
our estimated offering expenses. We intend to use the net proceeds from the sale of the Notes for general corporate purposes, including, among
other purposes, to fund a portion of the repayment at maturity of the $750 million principal amount of our 4.375% Notes due October 16, 2019 (the
"2019 Notes").
Certain of the underwriters and/or their affiliates may hold positions in our outstanding 2019 Notes and thus may receive a portion of the net
proceeds from the repayment of the 2019 Notes. See "Underwriting (Conflicts of Interest)."
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S-5
Table of Contents
DESCRIPTION OF THE NOTES
The Notes will be senior debt issued under the Indenture dated as of September 25, 2008 (the "Indenture") between us and The Bank of New
York Mellon, as Trustee. Information about the Indenture and the general terms and provisions of the Notes is in the accompanying prospectus
under "Description of Debt Securities."
The Notes will constitute a separate series of debt securities under the Indenture.
We may, without giving notice or seeking consent of Note holders, issue additional debt securities having the same ranking and the same
interest rate, maturity and other terms as the Notes. Any such additional debt securities and the Notes will constitute a single series of debt
securities under the Indenture, including for the purposes of voting and redemptions; provided that such additional debt securities are fungible with
the Notes for U.S. federal income tax purposes. No additional debt securities may be issued under the Indenture if an Event of Default has occurred
and is continuing with respect to any series of debt securities outstanding thereunder.
In the accompanying prospectus, there is a section called "Description of Debt Securities--Provisions Applicable to Both of the Indentures--
Defeasance". This section has provisions on the defeasance and covenant defeasance of securities issued under the Indenture. These provisions will
apply to the Notes.
The Notes will be issued only in book-entry form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof,
with the Notes represented by one or more fully registered global Notes deposited with the Trustee as custodian for, and registered in the name of
the nominee of, The Depository Trust Company ("DTC"), as depositary. Beneficial interests in book-entry Notes will be shown on, and transfers of
the Notes will be made only through, records maintained by DTC and its participants. See "Book-Entry, Delivery and Form" below and
"Description of Debt Securities--Provisions Applicable to Both of the Indentures--Global Securities" in the accompanying prospectus.
Payment of Principal and Interest
The Notes will mature on September 7, 2049. However, the Notes will be subject to optional redemption as described below under "--
Optional Redemption."
The interest rate on the Notes will be 2.875% per annum. We will pay interest in arrears on March 7 and September 7 of each year, beginning
March 7, 2020 (long first coupon). Interest on the Notes will accrue from September 6, 2019 or from the most recent interest payment date to which
interest has been paid or duly provided for until the principal of the Notes has been paid or made available for payment. We will pay interest
computed on the basis of a 360-day year of twelve 30-day months.
We will pay interest on the Notes on any interest payment date to the persons in whose names the Notes are registered at the close of business
on the fifteenth day (whether or not a business day) preceding that particular interest payment date. At maturity, we will pay the principal of the
Notes upon delivery of the Notes to the Trustee.
If an interest payment date or the scheduled maturity date or any date of earlier redemption for the Notes is not a "business day," we will pay
interest, premium, if any, and/or principal, as the case may be, on the next succeeding business day, but will not pay additional interest. The term
"business day" means any day other than a Saturday or Sunday or a day on which applicable law or regulation authorizes or requires banking
institutions in The City of New York to close.
S-6
Table of Contents
Optional Redemption
We may redeem the Notes at our option at any time, in whole or from time to time in part, at a redemption price (the "Redemption Price")
equal to the sum of:
·
the principal amount of the Notes being redeemed plus accrued interest on such Notes to the redemption date; and
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·
the Make-Whole Amount, as defined below, if any, with respect to the Notes.
If the Notes are redeemed on or after March 7, 2049 (six months prior to their maturity date), the Redemption Price will not include the Make-
Whole Amount.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on an interest payment date falling on or prior to
a redemption date will be payable on such interest payment date to the holders thereof as of the close of business on the relevant record date.
If we have given notice of redemption and have made funds available on the redemption date referred to in the notice for the redemption, the
Notes called for redemption will cease to bear interest on the redemption date and the holders of those Notes from and after the redemption date
will be entitled to receive only the payment of the Redemption Price upon surrender of the Notes in accordance with the notice.
We will give notice of any optional redemption of the Notes to holders of the Notes, at their addresses, as shown in the security register for the
Notes, not more than 45 nor less than 15 days prior to the redemption date. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Notes held by the holder to be redeemed.
If we choose to redeem less than all of the Notes, we will notify the Trustee at least five business days prior to giving notice of redemption, or
a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and their redemption date.
The Trustee will select, on a pro rata basis to the extent practicable or by lot or by such other manner it deems fair and appropriate (and in such
manner that complies with the requirements of the depositary, if applicable), the Notes to be redeemed in part.
As used in this prospectus supplement:
"Make-Whole Amount" means, in connection with any optional redemption of the Notes, the excess, if any, of:
·
the aggregate present value as of the date of redemption of each dollar of principal being redeemed and the amount of interest,
calculated by us, excluding interest accrued to the date of redemption, that would have been payable in respect of each dollar
assuming the Notes being redeemed matured on, and that accrued and unpaid interest on such Notes was payable on, March 7, 2049
(determined by discounting, on a semiannual basis, the principal and interest at the Reinvestment Rate, determined on the third
business day preceding the date notice of the redemption is given, from the respective dates on which the principal and interest
would have been payable assuming the Notes being redeemed matured on, and that accrued and unpaid interest on such Notes was
payable on, March 7, 2049), over
·
the aggregate principal amount of the Notes being redeemed.
"Reinvestment Rate" means the yield on treasury securities at a constant maturity corresponding to the remaining life to maturity (rounded up
to the nearest month) of the principal of the Notes being redeemed as of the date of redemption (which maturity shall be deemed to be March 7,
2049) (the "Treasury Yield"), plus 0.150% for the Notes being redeemed. For purposes of calculating the Reinvestment Rate, (1) the Treasury
Yield will be equal to the arithmetic mean of the yields displayed
S-7
Table of Contents
for each day in the preceding calendar week published in the Statistical Release for Treasury constant maturities with a maturity equal to the
remaining life to maturity of the Notes being redeemed (assuming the Notes matured on March 7, 2049) and (2) the most recent Statistical Release
published prior to the date of the applicable determination will be used. However, if no published maturity exactly corresponds to such remaining
life, then the Treasury Yield will be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next
shortest and next longest published maturities. If the format or content of the Statistical Release changes in a manner that precludes determination
of the Treasury Yield in the above manner, then the Treasury Yield will be determined in the manner that most closely approximates the above
manner, as we reasonably determine.
"Statistical Release" means the statistical release designated "H.15" or any successor publication that is published weekly by the Federal
Reserve System and that reports yields on actively traded United States government securities adjusted to constant maturities, or, if that statistical
release or successor publication is not published at the time of any required determination under the Indenture, then another reasonably comparable
index which we will designate.
Ranking
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The Notes will be unsecured and will rank equally and pari passu with all of our other unsecured and unsubordinated indebtedness.
Certain Covenants
Certain covenants in the Indenture limit our ability and the ability of certain of our subsidiaries to create or permit to exist certain mortgages
and other liens, and enter into certain sale and leaseback tranasctions. For a description of these covenants, please see "Description of Debt
Securities--Limitation on Liens" and "Description of Debt Securities--Limitation on Sale and Lease-Back Transactions."
Governing Law
The Indenture and the Notes are governed by and construed in accordance with the laws of the State of New York, without regard to conflicts
of laws principles of such state other than New York General Obligations Law Section 5-1401.
Book-Entry, Delivery and Form
The Notes will be issued in book-entry form only. In order to own a beneficial interest in a Note, you must be an institution that has an
account with DTC or have an account with an institution, such as a brokerage firm, that has an account with DTC. This means that we will not
issue actual Notes or certificates to each beneficial owner. Instead, we will issue one or more Global Securities representing Notes and such Global
Security or Securities will be held by or on behalf of DTC or its nominee. The beneficial ownership interest of each actual purchaser of Notes in
book-entry form represented by a Global Note will be recorded on the records of direct participants and indirect participants, including the records
of Clearstream Banking, S.A. and Euroclear Bank SA/NV. For a more complete description of book-entry debt securities, see "Description of Debt
Securities--Provisions Applicable to Both of the Indentures--Global Securities" in the accompanying prospectus.
Payments of principal of and premium, if any, and interest on the Notes represented by a Global Security will be made in same-day funds to
DTC in accordance with arrangements then in effect between the Trustee and DTC.
S-8
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the material United States federal income tax considerations relating to the purchase, ownership and
disposition of the Notes, but does not purport to be a complete analysis of all potential tax considerations. This summary is based on the provisions
of the United States Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder, judicial authority,
published administrative positions of the United States Internal Revenue Service ("IRS") and other applicable authorities, all as in effect on the date
of this document, and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect
to the statements made and the conclusions reached in the following summary and there can be no assurance that the IRS will agree with our
statements and conclusions or that a court would not sustain any challenge by the IRS in the event of litigation.
This summary deals only with beneficial owners of the Notes that purchase the Notes in this offering at the applicable initial offering price set
forth on the cover of this prospectus supplement and that will hold the Notes as "capital assets" within the meaning of section 1221 of the Code
(generally, property held for investment). This summary does not purport to deal with all aspects of United States federal income taxation that
might be relevant to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations
applicable to investors that may be subject to special tax rules, such as certain financial institutions, individual retirement and other tax-deferred
accounts, tax-exempt organizations, S corporations, partnerships or other pass-through entities or arrangements for United States federal income
tax purposes or investors in such entities, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers,
dealers or traders in securities or currencies, "expatriated entities" subject to section 7874 of the Code, certain former citizens or residents of the
United States subject to section 877 of the Code, taxpayers subject to the alternative minimum tax, persons subject to special tax accounting rules
as a result of gross income with respect to the Notes being taken into account in an applicable financial statement, and persons subject to the base
erosion and anti-abuse tax. This summary also does not discuss the Notes held as part of a hedge, straddle, synthetic security or conversion
transaction, or situations in which the "functional currency" of a United States Holder (as defined below) is not the United States dollar. Moreover,
the effects of any applicable United States federal estate or gift, state, local or non-United States tax laws and any tax arising under section 1411 of
the Code (the "Medicare" tax on certain investment income) are not discussed.
In the case of a beneficial owner of the Notes that is classified as a partnership for United States federal income tax purposes, the tax treatment
of the Notes to a partner of the partnership generally will depend upon the tax status of the partner and the activities of the partner and the
partnership. If you are a partner of a partnership holding the Notes, then you should consult your own tax advisors.
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The following discussion is for informational purposes only and is not a substitute for careful tax planning and advice. Investors considering
the purchase of the Notes should consult their own tax advisors with respect to the application of the United States federal income tax laws to their
particular situations, as well as any tax consequences arising under the United States federal estate or gift tax laws or the laws of any state, local or
non-United States taxing jurisdiction or under any applicable tax treaty.
The discussion below assumes that any original issue discount ("OID") on the Notes (that is, any excess of the principal amount of the Notes
over their issue price), is either zero or de minimis (less than 1/4% of their principal amount multiplied by the maturity of the Notes), all within the
meaning of the OID Treasury regulations. If these conditions are not satisfied with respect to the Notes and as a result the Notes are treated as
having been issued with OID, a holder would be required to include OID in income as interest over the term of the Note under a constant yield
method. Even if a Note
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has only de minimis OID, the holder must include such OID in income proportionately as principal payments are made on such Note.
Effect of Certain Contingencies
In certain circumstances, we may be required to pay amounts on the Notes in addition to or at different times than the scheduled payments of
stated principal and interest (e.g., in the circumstances described under "Description of the Notes--Optional Redemption"). These potential
payments may implicate the provisions of the Treasury regulations relating to "contingent payment debt instruments." One or more contingencies
will not cause the Notes to be treated as contingent payment debt instruments if, as of the issue date of the Notes, such contingencies, in the
aggregate, are considered remote or incidental. Although the issue is not free from doubt, we intend to take the position that the possibility of
payment of such additional amounts does not result in any series of the Notes being treated as contingent payment debt instruments under
applicable Treasury regulations. This position is based on our determination that, as of the issue date of the Notes, the possibility that additional
amounts will have to be paid is a remote or incidental contingency within the meaning of applicable Treasury regulations.
Our determination that these contingencies are remote or incidental is binding on a holder, unless such holder explicitly discloses to the IRS on
its tax return for the taxable year during which it acquires the Notes that it is taking a different position. However, our position is not binding on the
IRS. If the IRS takes a contrary position to that described above, then the Notes may be treated as contingent payment debt instruments. In that
case, regardless of a holder's regular method of accounting for United States federal income tax purposes, a holder subject to United States federal
income taxation may be required to accrue ordinary interest income on the Notes at a rate in excess of the stated interest rate, and to treat any gain
realized on the sale, exchange, redemption, retirement or other taxable disposition of the Notes as ordinary income rather than capital gain. Holders
of the Notes should consult their own tax advisors regarding the tax consequences of the Notes being treated as contingent payment debt
instruments. The remainder of this discussion assumes that the Notes will not be treated as contingent payment debt instruments for United States
federal income tax purposes.
United States Holders
The term "United States Holder" means a beneficial owner of a Note that is, for United States federal income tax purposes:
·
an individual who is a citizen or a resident of the United States;
·
a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;
·
an estate, the income of which is subject to United States federal income taxation regardless of its source; or
·
a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United
States persons have the authority to control all of its substantial decisions, or (ii) in the case of a trust that was treated as a domestic
trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a
domestic trust.
Payment of stated interest
Stated interest on a Note generally will be included in the gross income of a United States Holder as ordinary income at the time such interest
is accrued or received, in accordance with the holder's method of accounting for United States federal income tax purposes.
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Sale, exchange, redemption, retirement or other taxable disposition of the Notes
Upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, a United States Holder generally will recognize gain or
loss equal to the difference between (i) the amount realized upon the disposition and (ii) the holder's adjusted tax basis in the Note. The amount
realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the Note (less any
portion allocable to any accrued and unpaid interest, which will be taxed as ordinary interest income to the extent not previously so taxed). A
United States Holder's adjusted tax basis in a Note generally will equal the cost of the Note to such holder. This gain or loss generally will be
capital gain or loss, and will be long-term capital gain or loss if the United States Holder has held the Note for more than one year. In general,
long-term capital gains of a non-corporate United States Holder are taxed at lower rates than those applicable to ordinary income. The
deductibility of capital losses is subject to limitations. United States Holders should consult their own tax advisors as to the deductibility of capital
losses in their particular circumstances.
Information reporting and backup withholding tax
In general, we must report certain information to the IRS with respect to payments to certain non-corporate United States Holders of
principal, premium, if any, and interest on a Note, and payments of the proceeds of the sale or other disposition of a Note to certain United States
Holders. The payor (which may be us or an intermediate payor) will be required to impose backup withholding tax, currently at a rate of
24 percent, if (i) the payee fails to furnish a correct taxpayer identification number ("TIN") to the payor or to establish an exemption from backup
withholding tax, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee underreporting
described in section 3406(c) of the Code or (iv) the payee has not certified under penalties of perjury that it has furnished a correct TIN and that the
IRS has not notified the payee that it is subject to backup withholding tax under the Code. United States backup withholding tax is not an
additional tax. Any amounts withheld under the backup withholding tax rules from a payment to a United States Holder will be allowed as a credit
against the holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is
timely furnished to the IRS.
Non-United States Holders
The term "non-United States Holder" means a beneficial owner of a Note that is, for United States federal income tax purposes:
·
a nonresident alien individual;
·
a foreign corporation; or
·
a foreign estate or trust.
The following discussion applies only to non-United States Holders, and assumes that no item of income, gain, deduction or loss derived by
the non-United States Holder in respect of the Notes at any time is effectively connected with the conduct of a United States trade or business.
Special rules, not discussed herein, may apply to certain non-United States Holders, such as:
·
certain former citizens or residents of the United States;
·
controlled foreign corporations;
·
passive foreign investment companies;
·
corporations that accumulate earnings to avoid United States federal income tax;
·
investors in pass-through entities that are subject to special treatment under the Code; and
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