Obligation Camden Properties Trust 3.35% ( US133131AY84 ) en USD

Camden Properties Trust

100 % ▲

Etas-Unis

US133131AY84 ( en USD )

3.35% par an ( paiement semestriel )

31/10/2049

Prospectus brochure de l'obligation Camden Property Trust US133131AY84 en USD 3.35%, échéance 31/10/2049

1 000 USD

300 000 000 USD

133131AY8

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/11/2025 ( Dans 120 jours )

Camden Property Trust est une société de placement immobilier (REIT) américaine spécialisée dans la propriété, la gestion et le développement d'appartements de qualité supérieure dans des marchés de choix du sud et du sud-ouest des États-Unis.

L'obligation US133131AY84 émise par Camden Property Trust aux États-Unis, d'une valeur nominale de 300 000 000 USD, offre un taux d'intérêt de 3,35%, échéant le 31/10/2049, avec des paiements semestriels, un prix actuel de marché de 100%, une taille minimale d'achat de 1000 USD, et des notations S&P A- et Moody's A3.

Final Prospectus Supplement
424B5 1 d804552d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-217996

Proposed Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price
Registration Fee (1)
3.350% Senior Notes due 2049

$300,000,000

$36,360

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 15, 2017)

CAMDEN PROPERTY TRUST
$300,000,000 3.350% Notes due 2049

The Notes will mature on November 1, 2049. Interest on the Notes will be payable on May 1 and November 1 of each year, beginning on May 1,
2020. We may redeem the Notes in whole or in part at any time or from time to time at the applicable redemption price described in the section entitled
"Description of the Notes--Optional Redemption." The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The Notes will be our direct, senior, unsecured obligations and will rank equally with all our other unsecured and unsubordinated indebtedness from
time to time outstanding.
The Notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the Notes on any
securities exchange or for inclusion of the Notes in any automated quotation system.

Investing in the Notes involves risk. See "Risk Factors" beginning on page S-3 of this prospectus supplement and
incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2018.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined that
this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Per

Note

Total

Public offering price

99.941%
$ 299,823,000
Underwriting discount

0.875%
$
2,625,000
Proceeds, before expenses, to Camden Property Trust

99.066%
$ 297,198,000
The public offering price and the proceeds, before expenses, to us set forth above do not include accrued interest, if any. Interest on the Notes will
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Final Prospectus Supplement
accrue from October 7, 2019.
We expect that delivery of the Notes will be made to investors through the book-entry delivery system of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, S.A., and Euroclear Bank, SA/NV, as operator for the Euroclear System, against payment in
New York, New York on or about October 7, 2019.

Joint Book-Running Managers

BofA Merrill Lynch

Jefferies

J.P. Morgan

US Bancorp
Wells Fargo Securities
Senior Co-Managers

Deutsche Bank Securities
Regions Securities LLC
Scotiabank

SunTrust Robinson Humphrey
Co-Managers

BB&T Capital Markets

TD Securities

The date of this prospectus supplement is September 23, 2019.
Table of Contents
We have not, and the underwriters have not, authorized any person to give any information or to make any representations other than those contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or
to which we have referred you, and, if given or made, you must not rely upon such information or representations as having been authorized. This
prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor any sale made under this
prospectus supplement and the accompanying prospectus, shall under any circumstances create any implication that there has not been any change in our
affairs since the date of this prospectus supplement or that the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus is accurate as of any time subsequent to the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

Summary
S-1
Risk Factors
S-3
Use of Proceeds
S-5
Capitalization
S-6
Description of the Notes
S-7
Supplemental Federal Income Tax Considerations and Consequences of Your Investment
S-13
Underwriting
S-15
Incorporation by Reference
S-20
Legal Matters
S-20
Experts
S-20
Prospectus

Where You Can Find More Information
1
The Company
2
Cautionary Statement Concerning Forward-Looking Statements
2
Use of Proceeds
3
Description of Capital Shares
4
Description of Warrants
5
Description of Debt Securities
5
Plan of Distribution
13
Ratio of Earnings to Fixed Charges
14
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Federal Income Tax Considerations and Consequences of Your Investment
15
Legal Matters
36
Experts
36

S-i
Table of Contents
SUMMARY
This summary is not complete and may not contain all of the information that may be important to you in deciding whether to invest in the
Notes. To understand this offering fully, you should carefully read the entire prospectus supplement and the accompanying prospectus and the
documents incorporated by reference.
Our Business
Camden Property Trust is a real estate investment trust ("REIT") primarily engaged in the ownership, management, development,
redevelopment, acquisition and construction of multifamily apartment communities. As of June 30, 2019, we owned interests in, operated, or were
developing 171 multifamily properties comprised of 58,077 apartment homes across the United States. Of the 171 properties, six properties were
under construction as of June 30, 2019, and when completed will consist of a total of 1,806 apartment homes. Additionally, we own land holdings
which we may develop into multifamily apartment communities in the future.
The Offering
For a more complete description of the Notes specified in the following summary, please see "Description of the Notes" in this prospectus
supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer
Camden Property Trust
Securities offered
$300,000,000 aggregate principal amount of 3.350% Notes due 2049 (the "Notes")
Maturity
November 1, 2049
Interest payment dates
Semi-annually in arrears on May 1 and November 1, commencing on May 1, 2020.
Ranking
The Notes:

· ?will be our direct, senior, unsecured obligations;

· ?will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding; and

· ?will be effectively subordinated to our mortgages and our other secured indebtedness and to indebtedness

and other liabilities of our subsidiaries.
Use of proceeds
We intend to use the net proceeds of approximately $296.6 million, after deducting the underwriting discounts
and our other expenses related to this offering, together with cash on hand, to fund the early redemption of all
of the $250 million aggregate principal amount of our 4.625% Senior Notes due 2021, plus a make-whole
premium and accrued and unpaid interest to the date of redemption, and to repay all of the approximately
$45.5 million aggregate principal amount of our 4.38% secured conventional mortgage note due 2045, plus a
prepayment premium and interest to the date of repayment. See "Use of Proceeds" and "Capitalization."

S-1
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Conflicts of interest
To the extent any of the underwriters or their affiliates own any of our 4.625% Senior Notes due 2021 or any of
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our 4.38% secured conventional mortgage note due 2045, upon the application of the net proceeds from this
offering to fund the planned redemption of such senior note or the repayment of such mortgage note, such
underwriters or affiliates will receive a portion of those net proceeds. See "Underwriting--Conflicts of
Interest."
Optional redemption
We may redeem some or all of the Notes at any time and from time to time at the applicable redemption price
described in the section entitled "Description of the Notes--Optional Redemption."
Covenants
We will issue the Notes under an indenture with U.S. Bank National Association. The indenture, among other
things, restricts our ability to:

· ?borrow money;

· ?use assets as security in other transactions; and

· ?sell certain assets or merge into other companies.

See "Description of Debt Securities--Covenants" in the accompanying prospectus.

S-2
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RISK FACTORS
Before you decide whether to purchase any Notes, in addition to the other information in this prospectus supplement and the accompanying
prospectus, you should carefully consider the risk factors set forth below and under the heading "Risk Factors" beginning on page 2 of our Annual Report
on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this prospectus supplement and the accompanying
prospectus, as the same may be updated from time to time by our future filings under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). For more information, see the section entitled "Incorporation by Reference."
The Notes are effectively subordinated to all our existing and future secured debt and the debt and any preferred equity of our subsidiaries.
The Notes will be our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time
to time outstanding. The Notes will be effectively subordinated to our mortgages and other secured indebtedness to the extent of the assets securing such
debt and to our subsidiaries' indebtedness to the extent of the assets of those subsidiaries. If we become insolvent or are liquidated, or if payment of any of
our secured debt is accelerated, the holders of that secured debt will be entitled to exercise the remedies available to secured lenders under applicable law,
including the ability to foreclose on and sell the assets securing such debt to satisfy such debt. In any such case, our remaining assets may be insufficient to
repay the Notes.
Because we operate a significant portion of our business through subsidiaries, we derive revenues from, and hold assets through, those subsidiaries.
In general, these subsidiaries are separate and distinct legal entities. These subsidiaries will have no obligation to pay any amounts due on our debt
securities, including the Notes, or to provide us with funds for our payment obligations, whether by dividends, distributions, loans or otherwise. Our right
to receive any assets of any subsidiary in the event of a bankruptcy or liquidation of the subsidiary, and therefore the right of our creditors to participate in
those assets, will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors, and any preferred equity holders of that
subsidiary, in each case to the extent that we are not recognized as a creditor of such subsidiary. In addition, even where we are recognized as a creditor of
a subsidiary, our rights as a creditor with respect to certain amounts are subordinated to other indebtedness of that subsidiary, including secured
indebtedness to the extent of the assets securing such indebtedness.
As of June 30, 2019, on a pro forma basis after giving effect to the issuance of the Notes offered hereby and the application of the net proceeds from
this offering, our and our subsidiaries' total outstanding indebtedness would be approximately $2,478,654,000, all of which would be unsecured.
The Notes restrict, but do not eliminate, the ability to incur additional debt or take other action that could negatively impact holders of the Notes.
Except as described under "Description of Debt Securities--Limitations on Incurrence of Indebtedness," "Description of Debt Securities--Merger,
Consolidation and Sale" and "Description of Debt Securities--Covenants" in the accompanying prospectus, the Indenture does not contain any other
provisions that would limit our ability to incur indebtedness or that would afford holders of the Notes protection if we were to engage in transactions such
as a highly leveraged or similar transaction, a change of control or a reorganization, restructuring, merger or similar transaction. In addition, subject to the
limitations set forth under "Description of Debt Securities--Limitations on Incurrence of Indebtedness," "Description of Debt Securities--Merger,
Consolidation and Sale" and "Description of Debt Securities--Covenants" in the accompanying prospectus, we may, in the future, enter into transactions,
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such as the sale of all or substantially all of our assets or a merger or consolidation that would increase the amount of our indebtedness or substantially
reduce or eliminate our assets, which may have an adverse effect on our ability to service indebtedness, including the Notes. We have no present intention
of engaging in a highly leveraged or similar transaction.

S-3
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There is no current public market for the Notes.
The Notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the Notes on any
securities exchange or for inclusion of the Notes in any automated quotation system. We cannot guarantee:

·
any trading market for the Notes will develop or be maintained;

·
the liquidity of any trading market that may develop for the Notes;

·
your ability to sell your Notes when desired or at all; or

·
the price at which you would be able to sell your Notes.
Liquidity of any trading market for, and future trading prices of, the Notes will depend on many factors, including:

·
prevailing interest rates;

·
our operating results and cash flows;

·
credit rating or outlook changes; and

·
the market for similar securities.

S-4
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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $296.6 million from the sale of the Notes offered by this prospectus supplement,
after deducting the underwriting discounts and our other expenses related to this offering. We intend to use the net proceeds, together with cash on hand, to
fund the early redemption of all of the $250 million aggregate principal amount of our 4.625% Senior Notes due 2021, plus a make-whole premium and
accrued and unpaid interest to the date of redemption, and to repay all of the approximately $45.5 million aggregate principal amount of our 4.38% secured
conventional mortgage note due 2045, plus a prepayment premium and interest to the date of repayment. See "Capitalization." Pending application of the
net proceeds as described above, we may invest the proceeds in short-term securities.
We have issued a notice of redemption for all of our 4.625% Senior Notes due 2021 and a notice of prepayment of our 4.38% secured conventional
mortgage note due 2045.
In connection with the optional redemption of our 4.625% Senior Notes due 2021 and the prepayment of our 4.38% secured conventional mortgage
note due 2045, we expect to record a one-time charge of approximately $12 million, or approximately $0.12 per share, to our net income in the fourth
quarter of 2019.
To the extent any of the underwriters or their affiliates own any of our 4.625% Senior Notes due 2021 or any of our 4.38% secured conventional
mortgage note due 2045, upon the application of the net proceeds from this offering to fund the planned redemption of such senior note or the repayment of
such mortgage note, such underwriters or affiliates will receive a portion of those net proceeds. See "Underwriting--Conflicts of Interest."

S-5
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CAPITALIZATION
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Final Prospectus Supplement
The following sets forth our debt and capitalization at June 30, 2019 and as adjusted to reflect this offering and the application of the net proceeds of
this offering as described under "Use of Proceeds" above. You should read the information included in the table in conjunction with our unaudited
condensed consolidated financial statements and related notes included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which
is incorporated by reference in this prospectus supplement and the accompanying prospectus.

June 30, 2019

Actual
Adjustments

As Adjusted

(in thousands)

Notes Payable:

Unsecured

$2,431,336 $
47,318(1)
$2,478,654
Secured

45,467
(45,467)(1)

--

Total notes payable

$2,476,803

2,478,654
Common Equity:

Common shares of beneficial interest

1,065

1,065
Additional paid-in capital

4,533,667

4,533,667
Distributions in excess of net income attributable to common shareholders

(563,834)
(12,000)(2)
(575,834)
Treasury shares, at cost

(348,480)

(348,480)
Accumulated other comprehensive (loss)

(6,795)

(6,795)

Total common equity

3,615,623

3,603,623
Non-controlling interests

73,145

73,145

Total capitalization

$6,165,571

$6,155,422

(1)
Represents the receipt of net proceeds of approximately $296.6 million from this offering, and assumes the use of proceeds therefrom, together with
cash on hand, to fund the early redemption of all of the $250 million aggregate principal amount of our 4.625% Senior Notes due 2021, plus a make-
whole premium and accrued and unpaid interest to the date of redemption, and to repay all of the approximately $45.5 million aggregate principal
amount of our 4.38% secured conventional mortgage note due 2045, plus a prepayment premium and interest to the date of repayment.

(2)
Represents a one-time charge related to the optional redemption of our 4.625% Senior Notes due 2021 and the prepayment of our 4.38% secured
conventional mortgage note due 2045, which we expect to record in the fourth quarter of 2019.

S-6
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DESCRIPTION OF THE NOTES
This description of the particular terms of the Notes offered hereby supplements and, to the extent inconsistent therewith, replaces the description of
the general terms and provisions of the Notes set forth in the accompanying prospectus.
The Notes are to be issued under an Indenture dated February 11, 2003, as amended by the First Supplemental Indenture dated May 4, 2007, the
Second Supplemental Indenture dated June 3, 2011 and the Third Supplemental Indenture dated October 4, 2018 (the form of which has been filed on a
Current Report on Form 8-K as an exhibit to the registration statement of which the accompanying prospectus forms a part), which we have entered into
with U.S. Bank National Association, as successor to SunTrust Bank, and which has been filed with the Securities and Exchange Commission (the "SEC")
and is available for inspection at the corporate trust office of U.S. Bank National Association at Two James Center, 1021 E. Cary Street, Richmond,
Virginia 23219-4000. As used in this prospectus supplement, the term "Indenture" refers to the Indenture, as amended by the First Supplemental Indenture,
the Second Supplemental Indenture and the Third Supplemental Indenture, and as further amended or supplemented from time to time. The Indenture is
subject to, and governed by, the Trust Indenture Act of 1939, as amended.
The following summarizes selected provisions of the Indenture and the Notes (the form of which has been filed on Form 8-K as an exhibit to the
registration statement of which the accompanying prospectus forms a part). It does not restate the Indenture or the terms of the Notes in their entirety. We
urge you to read the Indenture and the form of the Notes because they, and not this description, define your rights as holders of the Notes.
General
The Notes will be initially limited to an aggregate principal amount of $300,000,000 and will mature on November 1, 2049, unless previously
redeemed. The Notes will be our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding. The Notes will be effectively subordinated to our mortgages and other secured indebtedness to the extent of the assets securing
such debt and to our subsidiaries' indebtedness to the extent of the assets of those subsidiaries. The Notes will be issued only in fully registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
As of June 30, 2019, on a pro forma basis after giving effect to the issuance of the Notes offered hereby and the application of the net proceeds from
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this offering, our and our subsidiaries' total outstanding indebtedness would be approximately $2,478,654,000, all of which would be unsecured.
Except as described under "Description of Debt Securities--Limitations on Incurrence of Indebtedness," "Description of Debt Securities--Merger,
Consolidation and Sale" and "Description of Debt Securities--Covenants" in the accompanying prospectus, the Indenture does not contain any other
provisions that would limit our ability to incur indebtedness or that would afford holders of the Notes protection if we were to engage in transactions such
as a highly leveraged or similar transaction, a change of control or a reorganization, restructuring, merger or similar transaction. In addition, subject to the
limitations set forth under "Description of Debt Securities--Limitations on Incurrence of Indebtedness," "Description of Debt Securities--Merger,
Consolidation and Sale" and "Description of Debt Securities--Covenants" in the accompanying prospectus, we may, in the future, enter into transactions,
such as the sale of all or substantially all of our assets or a merger or consolidation that would increase the amount of our indebtedness or substantially
reduce or eliminate our assets, which may have an adverse effect on our ability to service indebtedness, including the Notes. We have no present intention
of engaging in a highly leveraged or similar transaction.
We may from time to time, without the consent of existing Note holders, create and issue further notes having the same terms and conditions as the
Notes offered hereby in all respects, except for the issue date, the issue price and, if applicable, the first payment of interest thereon; provided that if any
such additional notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional notes issued in this
manner will have one or more separate CUSIP numbers.

S-7
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Principal and Interest
Interest on the Notes will accrue at the rate of 3.350% per year. Interest on the Notes will be payable semi-annually in arrears on May 1 and
November 1, commencing on May 1, 2020, to the holders of record of the Notes on the immediately preceding April 15 and October 15.
Interest on the Notes will accrue from October 7, 2019 or, if interest has already been paid, from the date it was most recently paid. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date, redemption date or maturity date falls on a day that is not a
business day, the required payment will be made on the next succeeding business day, but without any interest on the amount so payable for the period
from and after the applicable interest payment date, redemption date or maturity date to the next succeeding business day.
Optional Redemption
We may redeem on any one or more occasions some or all of the Notes before they mature. Prior to May 1, 2049, the date that is six months prior to
the maturity date of the Notes (the "Par Call Date"), the redemption price will equal the sum of (1) an amount equal to 100% of the principal amount of the
Notes to be redeemed and (2) a make-whole premium calculated by us as set forth below, together with accrued and unpaid interest up to but not including
the redemption date. We will calculate the make-whole premium as the amount of:

·
the aggregate present value as of the redemption date of each dollar of principal of the Notes being redeemed and the amount of interest
(exclusive of interest accrued to the redemption date) that would have been payable in respect of such dollar if such redemption had not been
made, assuming that the Notes matured on, and that accrued and unpaid interest on the Notes was payable through, the Par Call Date,

determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (as defined below) determined on the
third business day preceding the date the notice of redemption is given from the respective dates on which such principal and interest would
have been payable if such redemption had not been made, over

·
the aggregate principal amount of the Notes being redeemed.
"Reinvestment Rate" means 0.200% plus the arithmetic mean of the yields displayed for each day in the preceding calendar week published in the
most recent Statistical Release (as defined below) under the caption "Treasury constant maturities" for the maturity (rounded to the nearest month)
corresponding to the then remaining maturity of such Notes being redeemed, assuming that such Notes matured on the Par Call Date. If no maturity exactly
corresponds to such maturity date, the Reinvestment Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
yields for the two published maturities most closely corresponding to such maturity date.
"Statistical Release" means the statistical release designated "H.15" or any successor publication that is published daily by the Federal Reserve
System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturities, or, if such statistical release (or a
successor publication) is not published at the time of any determination under the Indenture, then such other reasonably comparable index that we
designate.
If, however, we redeem Notes on or after the Par Call Date, the redemption price will equal 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date.
We will give you notice of any optional redemption at your address, as shown in our security register, at least 15 but not more than 60 days before
the redemption date. The notice of redemption will specify, among other items, the redemption price and the principal amount of the Notes held by such
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holder to be redeemed.

S-8
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If we redeem less than all of the Notes at any time, we will notify the trustee at least 45 days prior to the redemption date (or such shorter period as is
satisfactory to the trustee) of the aggregate principal amount of the Notes to be redeemed and their redemption date. The trustee will select the Notes to be
redeemed in such manner as it deems fair and appropriate. We will not redeem Notes in increments of less than $2,000 or other than in integral multiples
of $1,000 in excess thereof.
On and after the redemption date, the Notes or portion of them called for redemption will cease accruing interest unless we fail to give notice as
provided in the Indenture or default in the payment of the applicable redemption price.
Events of Default, Notice and Waiver
The Indenture provides that the following events are "Events of Default" with respect to the Notes:

1.
default for 30 days in the payment of any installment of interest and other amounts payable (other than principal) on any Note when due and

payable;

2.
default in the payment of the principal of any Note when due and payable;

3.
default in the performance, or breach, of any of our covenants contained in the Indenture that continues for 60 days after written notice as

provided in the Indenture;

4.
default under any bond, debenture, note, mortgage, indenture or instrument with an aggregate principal amount outstanding of at least
$50,000,000, which default has resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having been discharged or such acceleration having been rescinded or

annulled within a period of 30 days after written notice to us as provided in the Indenture; provided, however, that such a default on
indebtedness which constitutes tax-exempt financing having an aggregate principal amount outstanding not exceeding $25,000,000 that
results solely from a failure of an entity providing credit support for such indebtedness to honor a demand for payment on a letter of credit
shall not constitute an Event of Default; or

5.
certain events of bankruptcy, insolvency or reorganization or appointment of a receiver, liquidator or trustee.
See "Description of Debt Securities--Events of Default, Notice and Waiver" in the accompanying prospectus for a description of rights, remedies
and other matters relating to Events of Default.
Discharge, Defeasance and Covenant Defeasance
The provisions of Article 14 of the Indenture relating to defeasance and covenant defeasance, which are described in the accompanying prospectus,
will apply to the Notes.
Book Entry System
The Notes will be issued in the form of one or more fully registered global securities ("Global Securities") that will be deposited with, or on behalf
of, The Depository Trust Company ("DTC"), and registered in the name of DTC's partnership nominee, Cede & Co. Except under the circumstance
described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes it represents,
a Global Security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or
by DTC or any nominee of DTC to a successor depository or any nominee of such successor.

S-9
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Investors may elect to hold their interest in the Global Securities through either DTC, Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank
SA/NV ("Euroclear") if they are participants in these systems, or indirectly through organizations which are participants in these systems. Clearstream and
Euroclear will hold interests on behalf of their participants though customers' securities accounts in Clearstream and Euroclear's names on the books of
their respective depositaries, which in turn will hold interests in customers' securities accounts in the depositaries' names on the books of DTC. At the
present time, Citibank, N.A. acts as U.S. depositary for Clearstream and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear.
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DTC has advised us of the following information regarding DTC: DTC 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
Exchange Act.
DTC 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 that DTC's participants ("Direct Participants") deposit with DTC. DTC 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. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, 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 DTC 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 DTC rules applicable to its
participants are on file with the SEC.
Purchases of Global Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Global
Securities on DTC's records. The ownership interest of each actual purchaser of each Global Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, 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 Global Securities 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 Global Securities, except in the event that use of the book-entry system for the Global Securities is
discontinued.
To facilitate subsequent transfers, all Global Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Global Securities with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Global Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Global
Securities 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 DTC to 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.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Global Securities unless authorized by a Direct
Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us 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 Global

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Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Global Securities
will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts, upon DTC's receipt of funds and corresponding detail information from us or the Trustee, on payable date in accordance with their
respective holdings shown on DTC'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 Participant and not of DTC, the Trustee or us, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to Cede & Co. (or such other nominee as requested by an authorized representative of DTC) is our responsibility or that of the
Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
If less than all of the Global Securities are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant
in such Global Securities to be redeemed.
DTC may discontinue providing its services as depository with respect to the Global Securities at any time by giving reasonable notice to us or the
Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Global Security certificates are required to be printed
and delivered.
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Final Prospectus Supplement
We may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Global
Security certificates will be printed and delivered to DTC.
Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides Clearstream Participants with, among other things, services for safekeeping, administration, clearance and establishment
of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial
institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations, and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.
Distributions with respect to Notes held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance
with its rules and procedures to the extent received by DTC for Clearstream.
Euroclear. Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear
and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need
for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several markets in several countries. Euroclear is operated by Euroclear
Bank SA/NV (the "Euroclear Operator"), under contract with Euro-clear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters or
other affiliates. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear
Participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the Belgian Banking Commission.

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Links have been established among DTC, Clearstream and Euroclear to facilitate the initial issuance of the Notes sold outside of the United States
and cross-market transfers of the Notes associated with secondary market trading.
Although DTC, Clearstream and Euroclear have agreed to the procedures provided above in order to facilitate transfers, they are under no obligation
to perform these procedures, and these procedures may be modified or discontinued at any time.
The information in this section concerning DTC, Clearstream and Euroclear and DTC's book-entry system has been obtained from sources that we
believe to be reliable, but we take no responsibility for the accuracy of this information.
Same-Day Settlement and Payment
The underwriters will settle the Notes in immediately available funds. We will make all payments of principal and interest in respect of the Notes in
immediately available funds.
The Notes will trade in DTC's Same-Day Funds Settlement System until maturity or until the Notes are issued in certificated form, and secondary
market trading activity in the Notes will therefore be required by DTC to settle in immediately available funds.

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SUPPLEMENTAL FEDERAL INCOME TAX CONSIDERATIONS
AND CONSEQUENCES OF YOUR INVESTMENT
The following discussion supplements the discussion contained under the heading "Federal Income Tax Considerations and Consequences of Your
Investment" in the accompanying prospectus and supersedes such discussion to the extent inconsistent with such discussion.
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Document Outline

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