Obligation Coca-Cola European Partners Americas 1.125% ( US19122TAA79 ) en USD

Coca-Cola European Partners Americas

100 % ⇌

Etas-Unis

US19122TAA79 ( en USD )

1.125% par an ( paiement semestriel )

12/11/2013 - Obligation échue

Prospectus brochure de l'obligation Coca-Cola European Partners US US19122TAA79 en USD 1.125%, échue

100 000 USD

400 000 000 USD

19122TAA7

Coca-Cola European Partners plc est une société de boissons établie au Royaume-Uni qui embouteille, distribue et vend des produits Coca-Cola dans plusieurs pays européens.

L'Obligation émise par Coca-Cola European Partners Americas ( Etas-Unis ) , en USD, avec le code ISIN US19122TAA79, paye un coupon de 1.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/11/2013

L'Obligation émise par Coca-Cola European Partners Americas ( Etas-Unis ) , en USD, avec le code ISIN US19122TAA79, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Coca-Cola European Partners Americas ( Etas-Unis ) , en USD, avec le code ISIN US19122TAA79, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-170322
Calculation of the Registration Fee

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
1.125% Notes due 2013

$399,496,000

$28,484.06

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 8, 2010
$400,000,000
1.125% Notes due 2013
The 1.125% Notes due 2013 (the "Notes") will mature on November 12, 2013, unless earlier redeemed in whole. We will pay interest on the
Notes semi-annually in arrears on each May 12 and November 12, beginning May 12, 2011. We have the option to redeem all or a portion of the
Notes at any time, or from time to time, on no less than 30 nor more than 60 days' notice mailed to holders thereof, at the applicable make-whole
price set forth in this prospectus supplement, plus accrued and unpaid interest, if any.
The Notes will be unsecured and unsubordinated obligations and will rank equally with all of our future unsecured senior indebtedness. The Notes
will be issued only in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.
We do not intend to list the Notes on any securities exchange.
Investing in the Notes involves risks. Please refer to the risk factors beginning on page 3 of the accompanying
prospectus and the risk factors included in our Quarterly Report on Form 10-Q for the quarter ended October
1, 2010 filed on October 28, 2010 with the Securities and Exchange Commission (the "SEC") and in our other
reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and which we incorporate by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note

Total

Public offering price (1)

99.874%
$399,496,000
Underwriting discount

0.225%
$
900,000
Proceeds to Coca-Cola Enterprises, Inc. (before expenses)

99.649%
$398,596,000
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(1)
Plus accrued interest from November 12, 2010, if settlement occurs after that date.
Delivery of the Notes in book-entry only form will be made through The Depository Trust Company ("DTC") on or about November 12, 2010.

Citi
HSBC
RBS

November 8, 2010
Table of Contents

No person has been authorized to give any information or to make any representations other than those contained in this prospectus
supplement, the accompanying prospectus or any free writing prospectus prepared by us or incorporated by reference herein or therein
and, if given or made, such information or representation must not be relied upon as having been authorized. This prospectus supplement,
the accompanying prospectus and any free writing prospectus prepared by us 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, the accompanying prospectus or any free writing prospectus prepared by us nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that the information contained or incorporated by reference herein or therein is
correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS

Page
Prospectus Supplement

FORWARD-LOOKING INFORMATION
S-2
THE OFFERING
S-4
USE OF PROCEEDS
S-6
DESCRIPTION OF NOTES
S-7
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-10
UNDERWRITING
S-14
NOTICE TO PROSPECTIVE INVESTORS IN EUROPE
S-17
LEGAL MATTERS
S-18
EXPERTS
S-18
Prospectus

FORWARD-LOOKING STATEMENTS

1
WHERE TO FIND MORE INFORMATION

2
RISK FACTORS

3
COCA-COLA ENTERPRISES, INC.

5
RATIO OF EARNINGS TO FIXED CHARGES

6
USE OF PROCEEDS

7
PROSPECTUS SUPPLEMENT

8
THE SECURITIES

9
DESCRIPTION OF DEBT SECURITIES

10
DESCRIPTION OF DEBT WARRANTS

39
DESCRIPTION OF CURRENCY WARRANTS

41
PLAN OF DISTRIBUTION

43
LEGAL MATTERS

44
EXPERTS

44
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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.

Unless provided otherwise or the context otherwise requires, references in this prospectus supplement to the "Company," "CCE," "we," "us"
and "our" are to Coca-Cola Enterprises, Inc. and its subsidiaries.

S-1
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FORWARD-LOOKING INFORMATION
Some of the statements contained in this prospectus supplement, the accompanying prospectus and any documents incorporated by reference
herein or therein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Exchange Act. These statements relate to future events or our future financial performance and involve
known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from those expressed or
implied by any forward-looking statements. For a discussion of the factors you should carefully consider before deciding to purchase the Notes,
please read "Risk Factors" in our Quarterly Report on Form 10-Q filed on October 28, 2010, as well as those risk factors that are included herein
and in the accompanying prospectus. In addition, you should carefully consider the following and other information included or incorporated by
reference in this prospectus supplement.
In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "can," "could," "estimate,"
"expect," "intend," "may," "plan," "project," "should," "target," "will," "would," or similar expressions. These statements are only predictions.
Actual events or results may differ materially due to a number of factors, including, without limitation:

· our business success, including our financial results, depends upon our relationship with The Coca-Cola Company ("TCCC");

· we may not be able to respond successfully to changes in the marketplace;

· our sales can be adversely impacted by the health and stability of the general economy;

· concerns about health and wellness could further reduce the demand for some of our products;

· if we, TCCC, or other licensors and bottlers of products we distribute are unable to maintain a positive brand image or if product

liability claims or product recalls are brought against us, TCCC, or other licensors and bottlers of products we distribute, our business,
financial results, and brand image may be negatively affected;

· changes in our relationships with large customers may adversely impact our financial results;

· our business is vulnerable to products being imported from outside our territories, which adversely affects our sales;

· increases in costs or limitation of supplies of raw materials could hurt our financial results;

· miscalculation of our need for infrastructure investment could impact our financial results;

· our financial results could be significantly impacted by currency exchange rates and currency devaluations could impair our

competitiveness;

· changes in interest rates or our debt rating could harm our financial results and financial position;

· legislative or regulatory changes that affect our products, distribution, or packaging could reduce demand for our products or increase

our costs;

· additional taxes levied on us could harm our financial results;

· if we are unable to renew collective bargaining agreements on satisfactory terms, if we experience employee strikes or work stoppages

or if adverse changes are made to employment laws or regulations, our business and financial results could be negatively impacted;

· technology failures could disrupt our operations and negatively impact our business;

· we may not fully realize the expected cost savings and/or operating efficiencies from our restructuring and outsourcing programs;
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· adverse weather conditions could limit the demand for our products;

· global or regional catastrophic events could impact our business and financial results;

· unexpected resolutions of contingencies could impact our financial results;

· we may be affected by global climate change or by legal, regulatory, or market responses to such change;

· our historical financial information may not be representative of our results as a separate company and, therefore, may not be reliable as

an indicator of future results;

· our indebtedness could adversely affect us;

· increases in the cost of employee benefits, including pension retirement benefits, could impact our financial results and cash flow;

· we may be subject to assumed liabilities or indemnification obligations under the business separation and merger agreement and related

agreements that are greater than expected;

· we may fail to realize the anticipated benefits of the separation from our former parent ("Legacy CCE"), which could adversely affect

the value of any of our securities;

· if the merger or certain other restructuring steps Legacy CCE took prior to the merger of Legacy CCE into TCCC are determined to be

taxable, Legacy CCE's and our shareholders could be subject to a material amount of taxes and we may have indemnification
obligations to TCCC;

· the merger and the internal spin-off may be taxable to Legacy CCE if there is an acquisition of 50 percent or more of the outstanding

common stock of us or Legacy CCE and may result in indemnification obligations from us to TCCC; and

· the tax-free distribution by Legacy CCE could result in potential significant limitations on our ability to pursue strategic transactions,

equity or available debt financing, or other transactions that might otherwise maximize the value of its business and could potentially
result in significant tax-related liabilities to us.
We caution you that these factors may not be exhaustive. Moreover, we do not, nor does any other person, assume responsibility for the
accuracy and completeness of those statements. We have no duty to update any of the forward-looking statements after the date of this prospectus
supplement. We operate in a continually changing business environment, and new risks emerge from time to time. Management cannot predict
such new risks or the impact of such new risks on our business. Accordingly, forward-looking statements should not be relied upon as a prediction
of actual results.

S-3
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THE OFFERING
The summary below sets forth some of the principal terms of the Notes. Please read the "Description of Notes" section in this prospectus
supplement and the "Description of Debt Securities" section in the accompanying prospectus for a more detailed description of the terms and
conditions of the Notes.

Issuer
Coca-Cola Enterprises, Inc.

Notes
$400,000,000 aggregate principal amount of 1.125% Notes due 2013.

Maturity of Notes
The Notes mature on November 12, 2013, unless redeemed in whole as described below
under "Description of Notes--Optional Redemption."

Interest
We will pay interest on the Notes on each May 12 and November 12, beginning on May 12,
2011.

Ranking
The Notes will be unsecured and unsubordinated obligations and will rank equally in right
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of payment to all of our other unsecured senior indebtedness.

Optional Redemption
We have the option to redeem all or a portion of the Notes at any time, or from time to
time, on no less than 30 nor more than 60 days' notice mailed to holders thereof, each at
the applicable make-whole price set forth in this prospectus supplement, plus accrued and
unpaid interest, if any. See "Description of Notes--Optional Redemption."

Sinking Fund
None.

Use of Proceeds
We expect to use the net proceeds of this offering for general corporate purposes, which
may include share repurchases and the refinancing of commercial paper. See "Use of
Proceeds."

Additional Notes
The Notes issued in this offering will be initially issued in an aggregate principal amount
of $400.0 million. We may, without notice to or consent of the holders or beneficial owners
of the Notes, issue in a separate offering additional notes (except for the issue date and
public offering price) having the same ranking, interest rate, maturity and other terms as the
Notes. The Notes and any such additional notes will constitute a single series under the
indenture described below.

Form
The Notes will be represented by one or more global securities (the "global securities")
registered in the name of the nominee of DTC. Beneficial interests in the global securities
will be shown on, and transfers thereof will be effected only through, records maintained
by DTC and its participants. Except as described herein, beneficial interests in the global
securities may not be exchanged for definitive Notes in registered certificated form. The
Notes will be issued only in minimum denominations of $100,000 and integral multiples of
$1,000 in excess thereof. We expect that the Notes will trade in DTC's Same-Day Funds
Settlement System until maturity or earlier

S-4
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redemption, and secondary market trading activity for the Notes will therefore be required
by DTC to settle in immediately available funds. We will make all payments of principal,
premium, if any, and interest in immediately available funds. See "Description of Notes--

Same-Day Settlement and Payment." In the event that Notes are issued in registered
certificated form, such Notes may be transferred or exchanged at the offices described in
the immediately following paragraph.

Payments on the Notes issued in book-entry form will be made to DTC's nominee as the
holder of the global securities. In the event the Notes are issued in registered certificated
form, principal, premium, if any, and interest will be payable, the transfer of the Notes will
be registrable, and the Notes will be exchangeable for Notes bearing identical terms and
provisions, at the office of the trustee in The City of New York designated for such
purpose, provided that payment of interest on an interest payment date may be made at our
option by check mailed to the address of the person entitled thereto as shown in the security
register for the Notes.

No Listing
We do not intend to list the Notes on any securities exchange.

Trustee and Paying Agent
Deutsche Bank Trust Company Americas.

Governing Law
New York law.

Certain Risk Factors
An investment in the Notes involves risks. Please refer to the risk factors beginning on
page 3 of the accompanying prospectus and the risk factors included in our Quarterly
Report on Form 10-Q for the quarter ended October 1, 2010 filed on October 28, 2010 and
in the other reports we file with the SEC pursuant to the Exchange Act which we
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incorporate by reference herein.

S-5
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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $397,896,000, after deducting the underwriting discount and
certain offering expenses. We expect to use the net proceeds of this offering for general corporate purposes, which may include share repurchases
and the refinancing of commercial paper, which had a weighted average maturity of 25 days and an average interest rate of 0.40% and was incurred
to repay the Euro 300,000,000 4.75% Notes which mature on November 8, 2010.

S-6
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DESCRIPTION OF NOTES
The following description of the terms of the Notes offered in this prospectus supplement and referred to in the accompanying prospectus as
the "debt securities" supplements the description of the general terms of debt securities in the accompanying prospectus, to which description you
are referred. The Notes will constitute a single series of debt securities and will be issued under an indenture (the "indenture") dated as of
September 14, 2010, between International CCE Inc. (subsequently renamed Coca-Cola Enterprises, Inc.) and Deutsche Bank Trust Company
Americas, as trustee (the "trustee"). The following summaries of certain provisions of the indenture do not purport to be complete, and are subject
to, and are qualified in their entirety by reference to, all the provisions of the indenture, including the definitions in the indenture of certain terms.
The Notes will mature on November 12, 2013, unless redeemed in whole as described below under "--Optional Redemption." The Notes
will bear interest from November 12, 2010 at the rate of 1.125% per year. Interest on the Notes will be payable semi-annually in arrears on each
May 12 and November 12 (each such day, an "interest payment date"), beginning May 12, 2011, to the persons in whose names the Notes are
registered at the close of business on the 15th calendar day preceding the respective interest payment date. Interest on the Notes will be computed
on the basis of a 360-day year consisting of twelve 30-day months.
The Notes issued in this offering will be initially issued in an aggregate principal amount of $400.0 million. The Notes will be issued in
book-entry only form through the facilities of DTC in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. We
may, without notice to or consent of the holders or beneficial owners of the Notes, issue in a separate offering additional notes having the same
ranking, interest rate, maturity and other terms (except for the issue date and public offering price) as the Notes. The Notes and any such additional
notes will constitute a single series under the indenture.
The Notes will constitute part of our unsecured and unsubordinated obligations and will rank equally in right of payment to all of our other
unsecured senior obligations. Our rights and the rights of our creditors, including holders of Notes, to participate in the distribution of assets of any
of our subsidiaries upon such subsidiary's liquidation or recapitalization, or otherwise, will be subject to the prior claims of such subsidiary's
preferred equity holders and creditors, except to the extent that we may ourselves be a creditor with recognized claims against such subsidiary.
The indenture permits the defeasance of debt securities upon the satisfaction of the conditions described under "Description of Debt
Securities--Defeasance" in the accompanying prospectus. The Notes are subject to these defeasance provisions.
We do not intend to list the Notes on any securities exchange.
Optional Redemption
We have the option to redeem all or a portion of the Notes at any time, or from time to time, on no less than 30 nor more than 60 days' notice
mailed to holders thereof, at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes to be redeemed and (b) the
sum of the present values of the Remaining Scheduled Payments (as defined below) 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 0.10% (10 basis points), plus accrued
and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date.

S-7
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"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity
(computed as of the second business day immediately preceding such redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker 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 the Notes to be redeemed.
"Independent Investment Banker" means any of the Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (a) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set
forth in the weekly Federal Reserve Statistical Release designated "H.15 (519)" (or any successor release) published by the Board of Governors of
the Federal Reserve System or (b) if such release (or any successor release) is not published or does not contain such prices on such business day,
(1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference
Dealer Quotations, or (2) if fewer than five such Reference Treasury Dealer Quotations are obtained, the average of all such Quotations.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and RBS Securities Inc. and their
respective successors and any other nationally recognized investment banking firm that is a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer") appointed from time to time by us; provided that if any of the foregoing shall cease to be a Primary
Treasury Dealer, we shall substitute for such entity another nationally recognized investment banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to, but excluding, such redemption date.
On and after the redemption date, interest will cease to accrue on the Notes called for redemption. On or before any redemption date, we shall
deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on
such date.
No Sinking Fund
The Notes will not be subject to any sinking fund.
Same-Day Settlement and Payment
Settlement for the Notes will be made by the underwriters in immediately available funds. All payments of principal, premium, if any, and
interest will be made by us in immediately available funds.

S-8
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Secondary trading in long-term notes of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, the Notes will
trade in the Same-Day Funds Settlement System maintained by DTC until maturity or earlier redemption, and secondary market trading activity in
the Notes will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Notes.
Because of time-zone differences, credits of Notes received in Clearstream Banking, société anonyme ("Clearstream"), or Euroclear Bank,
S.A./N.V. ("Euroclear"), as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and
dated the business day following the DTC settlement date. Such credits or any transactions in such Notes settled during such processing will be
reported to the relevant Clearstream or Euroclear participants on such business day. Cash received in Clearstream or Euroclear as a result of sales
of Notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement
date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
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Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Notes among
participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time.

S-9
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain United States federal income tax considerations with respect to your acquisition, ownership and
disposition of Notes if you are a beneficial owner of Notes. Unless otherwise indicated, this summary addresses only Notes purchased at original
issue and held by beneficial owners as capital assets and does not address all of the United States federal income tax considerations that may be
relevant to you in light of your particular circumstances or if you are subject to special treatment under United States federal income tax laws (for
example, if you are an insurance company, tax-exempt organization, financial institution, broker or dealer in securities, person that holds Notes as
part of a hedge or other integrated investment (including a "straddle"), or persons that have a "functional currency" other than the U.S. dollar). If a
partnership holds Notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. This
summary does not address the tax considerations that may be relevant to you if you are a partner in a partnership holding our Notes, and you are
urged to consult your own tax advisor in this regard. This summary does not discuss any aspect of state, local or non-United States taxation.
This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated
thereunder, and administrative and judicial interpretations of the foregoing, all as in force and effect as of the date hereof and all of which are
subject to change, possibly with retroactive effect. This summary is not intended as tax advice.
We urge all prospective investors in Notes to consult their tax advisors regarding the United States federal, state, local and non-
United States income and other tax considerations of acquiring, holding and disposing of Notes.
United States Holders
This discussion applies to you if you are a "United States Holder." For this purpose, a "United States Holder" is a beneficial owner of a Note
that is:

· an individual citizen or resident of the United States;

· a corporation or other entity treated as a corporation for United States federal income tax purposes created or organized in, or under the

laws of, the United States or 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;

· a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more

United States persons have the authority to control all substantial decisions of the trust; or

· a trust that existed on August 20, 1996, and elected to continue its treatment as a domestic trust.
Payments of Interest
Except as set forth below, payments of interest on a Note generally will be taxable to you as ordinary interest income at the time the interest
accrues or is received, in accordance with your method of accounting for tax purposes.

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Market Discount
If you purchase a Note for an amount that is less than its principal amount, the amount of this difference will be treated as "market discount"
for United States federal income tax purposes, unless such difference is less than a specified de minimis amount. Under the market discount rules,
you will be required to treat any payment other than stated interest on, or any gain from the sale, exchange, retirement or other disposition of, your
Note as ordinary income to the extent of the market discount which (i) you have not previously included in income and (ii) is treated as having
accrued on your Note at the time of such payment or disposition. In addition, you may be required to defer, until the maturity of the Note or its
earlier disposition in a taxable transaction, the deduction of all or a portion of any interest expense on indebtedness incurred or continued to
purchase or carry such Note.
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Market discount will be considered to accrue ratably during the period from the date you acquire the Note to the maturity date of the Note,
unless you elect to accrue instead on a constant yield method. If you elect to include market discount in income currently as it accrues (on either a
ratable or a constant yield method), the rules described above regarding ordinary income treatment of any payment other than stated interest and
deferral of interest deductions will not apply. This election to include market discount in income currently, once made, will apply to all market
discount obligations acquired by you on or after the first day of the first taxable year to which the election applies, and you may not revoke this
election without the consent of the Internal Revenue Service ("IRS").
Premium
If you acquire a Note for an amount that is greater than its principal amount, you will be considered to have purchased such Note at a
premium and you may elect to amortize this premium using a constant yield method, generally over the remaining term of the Note. Such premium
shall be deemed to be an offset to interest otherwise includible in income in respect of such Note for each accrual period.
The election to amortize premium using a constant yield method, once made, will apply to certain other debt instruments that you previously
acquired at a premium or that you acquire at a premium on or after the first day of the first taxable year to which the election applies, and you may
not revoke this election without the consent of the IRS. If you do not make such an election, bond premium will be taken into account in
computing the gain or the loss recognized on your disposition of a Note because it is part of your tax basis for such Note.
Sale, Exchange or Retirement of a Note
Upon the sale, exchange or retirement of a Note, you will generally recognize taxable gain or loss equal to the difference between the amount
you realize on the sale, exchange or retirement of the Note (other than amounts, if any, attributable to accrued but unpaid stated interest not
previously included in your income, which will be taxable as interest income) and your adjusted tax basis in the Note. Your adjusted tax basis in a
Note will equal the cost of the Note to you, increased by the amounts of any market discount included in your taxable income with respect to such
Note and reduced by any amortized bond premium previously taken into account by you.
Gain or loss realized upon the sale, exchange or retirement of a Note generally will be capital gain or loss (except to the extent the gain
represents market discount) and will be long-term capital gain or loss if, at the time of the sale, exchange or retirement, you have held the Note for
more than one year. Net long-term capital gains of non-corporate United States Holders are eligible for taxation at preferential rates. The deduction
of capital losses for United States federal income tax purposes is subject to substantial limitations.
Backup Withholding and Information Reporting
In general, information reporting requirements will apply to certain payments of principal, premium, if any, and interest on the Notes and to
sales proceeds of Notes paid to United States Holders other than certain payments made to exempt recipients (such as corporations). Backup
withholding will apply to payments if the

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United States Holder fails to provide a taxpayer identification number on IRS Form W-9, furnishes an incorrect taxpayer identification number,
fails to certify exemption from backup withholding or receives notification from the IRS that the holder is subject to backup withholding as a result
of a failure to report all interest or dividends.
Backup withholding is not an additional tax. Any amounts withheld from a payment to a United States Holder under the backup withholding
rules generally 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 furnished to the IRS in a timely manner.
Non-United States Holders
This discussion applies to you if you are a "non-United States Holder." A "non-United States Holder" is a beneficial owner of a Note (other
than a partnership) that is not a United States Holder.
Payments of Interest
If you are a non-United States Holder of Notes, payments of interest made to you will be subject to United States withholding tax at a rate of
30% of the gross amount, unless you are eligible for one of the exceptions described below. Subject to the discussion of backup withholding below,
no withholding of United States federal income tax will be required with respect to payments of interest made to you provided that:

· you do not conduct a trade or business within the United States to which the interest income is effectively connected;

· you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote

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Prospectus Supplement
within the meaning of Section 871(h)(3) of the Code;

· you are not a controlled foreign corporation that is related to us through stock ownership; and

· you have provided the required certifications set forth in Section 871(h) and Section 881(c) of the Code as described in the immediately

following paragraph.
To qualify for the exemption from withholding tax with respect to the Notes, you generally will be required to provide in the year in which a
payment of interest occurs, or in one of the three preceding years, a statement that:

· is signed by you under penalties of perjury;

· certifies that you are the beneficial owner of the Note and are not a United States Holder; and

· provides your name and address.
This statement generally may be made on an IRS Form W-8BEN or a substantially similar substitute form and you must inform the recipient
of any change in the information on the statement within 30 days of such change. Subject to certain exceptions, a payment to a foreign partnership
or to certain foreign trusts is treated as a payment directly to the foreign partners or the trust beneficiaries, as the case may be.
If you are engaged in a United States trade or business and interest received by you on a Note is effectively connected with your conduct of
such trade or business, you will be exempt from the withholding of United States federal income tax described above, so long as you have
provided an IRS Form W-8ECI or substantially similar substitute form stating that interest on the Note is effectively connected with your conduct
of a trade or business in the United States. In such a case, you will be subject to tax on interest you receive on a net income basis in the same
manner as if you were a United States Holder unless an applicable income tax treaty provides otherwise. If you are a corporation, effectively
connected income may also be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax
treaty).
If you are not eligible for relief under one of the exceptions described above, you may nonetheless qualify for an exemption from, or a
reduced rate of, United States federal income and withholding tax under a United

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States income tax treaty. In general, this exemption or reduced rate of tax applies only if you provide a properly completed IRS Form W-8BEN or
substantially similar form claiming benefits under an applicable income tax treaty.
Sale, Exchange or Retirement of Notes
You generally will not be subject to United States federal income tax on any gain realized upon your sale or other disposition of Notes
unless:

· the gain is effectively connected with your conduct of a trade or business within the United States (and, under certain income tax

treaties, is attributable to a United States permanent establishment you maintain); or

· you are an individual, you hold your Notes as capital assets, you are present in the United States for 183 days or more in the taxable

year of disposition and you meet certain other conditions, and you are not eligible for relief under an applicable income tax treaty.
Backup Withholding and Information Reporting
Backup withholding and information reporting may apply to payments of principal of, premium, if any, and interest on, and proceeds of a
sale or exchange of, a Note, unless the non-United States Holder certifies its non-U.S. status on IRS Form W-8 (or another applicable form).

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UNDERWRITING
We intend to offer the Notes through the underwriters named below. Subject to the terms and conditions of the terms agreement dated
November 8, 2010, which incorporates by reference the underwriting agreement dated November 8, 2010 (together, the "underwriting agreement"),
we have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us, the principal amount of Notes listed
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Document Outline

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