Obligation Con Edison 0% ( US209111FR98 ) en USD

Con Edison

100 % ⇌

Etas-Unis

US209111FR98 ( en USD )

25/06/2021 - Obligation échue

Prospectus brochure de l'obligation Consolidated Edison Co of NY US209111FR98 en USD 0%, échue

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640 000 000 USD

209111FR9

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Consolidated Edison, Inc. (Con Edison) est une entreprise d'électricité, de gaz naturel et de vapeur qui dessert la ville de New York et les comtés voisins.

L'Obligation émise par Con Edison ( Etas-Unis ) , en USD, avec le code ISIN US209111FR98, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/06/2021

Final Prospectus Supplement
424B2 1 d605099d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-206177
CALCULATION OF REGISTRATION FEE

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

registered

per unit

offering price

fee (1)(2)
Floating Rate Debentures, Series 2018 C

$640,000,000

100%

$640,000,000

$79,680.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Consolidated Edison
Company of New York, Inc.'s Registration Statement on Form S-3ASR (No. 333-206177).
Table of Contents
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 6, 2015)
$640,000,000
Consolidated Edison Company of New York, Inc.
Floating Rate Debentures, Series 2018 C due 2021

This is a public offering by Consolidated Edison Company of New York, Inc. of $640,000,000 of Series 2018 C Debentures due June 25, 2021 (the
"Debentures").
Interest on the Debentures is payable on March 25, June 25, September 25 and December 25, commencing September 25, 2018. The per annum rate
of interest will be reset quarterly to equal LIBOR (as defined herein) plus 0.40%. See "Description of Debentures - Interest."
The Debentures will not be subject to redemption at our option. The Debentures will be unsecured obligations and rank equally with our other
unsecured debt securities that are not subordinated obligations. The Debentures will be issued only in registered form in denominations of $2,000 and in
integral multiples of $1,000 thereof.

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

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per

Debenture

Total

Initial public offering price

100.00%
$640,000,000
Underwriting discount

0.35%
$
2,240,000
Proceeds, before expenses, to Consolidated Edison Company of New York, Inc.

99.65%
$637,760,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Debentures will accrue from June 26, 2018
and must be paid by the purchaser if the Debentures are delivered after June 26, 2018.
The underwriters expect to deliver the Debentures to purchasers through The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about June 26, 2018.

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Final Prospectus Supplement
Joint Book-Running Managers

Citigroup
J.P. Morgan

Co-Managers

Morgan Stanley
PNC Capital Markets LLC

US Bancorp

The Williams Capital Group, L.P.
June 21, 2018
Table of Contents
IN THIS PROSPECTUS SUPPLEMENT, THE "COMPANY" AND "CON EDISON OF NEW YORK," "WE," "US" AND "OUR" REFER TO
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. IN ADDITION, WE REFER TO THE FLOATING RATE DEBENTURES, SERIES
2018 C DUE JUNE 25, 2021 AS THE "DEBENTURES."
You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus (together, the "prospectus") and in any written communication from us or the underwriters specifying the final terms of the offering.
We have not and the underwriters have not authorized anyone else to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not and the underwriters are not making an offer to sell securities in any
jurisdiction where the offer or sale is not permitted. The information contained in this prospectus supplement is current only as of the date of this
prospectus supplement.

TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors

S-3
Incorporation By Reference

S-3
The Company

S-4
Use of Proceeds

S-4
Ratio of Earnings to Fixed Charges

S-4
Description of Debentures

S-4
Book-Entry System

S-6
Material U.S. Federal Income Tax Considerations

S-9
Underwriting (Conflicts of Interest)

S-13
Notices to Investors

S-15
Legal Matters

S-17
Experts

S-17
Prospectus

Risk Factors

2
About This Prospectus

2
Where You Can Find More Information

2
Incorporation By Reference

3
Con Edison of New York

3
Use of Proceeds

3
Earnings Ratios

4
Description of Debt Securities

4
Description of Cumulative Preferred Stock

11
Plan of Distribution

13
Legal Matters

13
Experts

13

S-2
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Final Prospectus Supplement
Table of Contents
RISK FACTORS
You should carefully consider the risks described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2017 (which description is incorporated by reference herein) and the risk described below, as well as the other information contained or
incorporated by reference herein before making a decision to invest in our debt securities. See "Incorporation by Reference," below. Our business is
influenced by many factors that are difficult to predict, that are often beyond our control and that involve uncertainties that may materially affect our
actual operating results, cash flows and financial condition.
Uncertainty relating to the London Interbank Offered Rate calculation process and potential phasing out of the rate after 2021 may adversely
affect the value of the Debentures.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the
banks that contribute to the British Bankers' Association (the "BBA") in connection with the calculation of the daily London Interbank Offered Rate may
have been under-reporting or otherwise manipulating or attempting to manipulate the rate. A number of BBA member banks have entered into settlements
with their regulators and law enforcement agencies with respect to this alleged manipulation of the London Interbank Offered Rate.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which the London Interbank Offered Rate is
determined or the establishment of alternative reference rates. For example, on July 27, 2017, the United Kingdom's Financial Conduct Authority
announced that it intends to stop persuading or compelling banks to submit London Interbank Offered Rates after 2021. At this time, it is not possible to
predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to the London Interbank Offered Rate that may
be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may
adversely affect the trading market for securities based on the London Interbank Offered Rate, including the Debentures.
INCORPORATION BY REFERENCE
The Securities and Exchange Commission (the "Commission") allows the "incorporation by reference" herein of the information we file with the
Commission. This means that we can disclose important information to you by referring you to documents that we have previously filed with the
Commission or documents that we will file with the Commission in the future. The information we incorporate by reference is considered to be an
important part of this prospectus. Information that we file later with the Commission that is incorporated by reference into this prospectus will
automatically update and supercede this information.
We are incorporating by reference herein the following Con Edison of New York documents that we have filed with the Commission:

· Annual Report on Form 10-K for the year ended December 31, 2017;

· Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018; and

· Current Reports on Form 8-K, dated January 8, 2018, January 17, 2018, May 7, 2018, May 21, 2018 and June 20, 2018.
We are also incorporating by reference herein any additional documents that we may file with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (other than those "furnished" pursuant to Item 2.02 or Item 7.01 in any Current Report on
Form 8-K or other information deemed to have been "furnished" rather than filed in accordance with the Commission's rules) until the termination of the
offering of the securities.

S-3
Table of Contents
THE COMPANY
The Company, incorporated in New York State in 1884, is a subsidiary of Consolidated Edison, Inc. Our principal executive offices are located at
4 Irving Place, New York, New York 10003. Our telephone number is (212) 460-4600.
The Company provides electric service in all of New York City (except a part of Queens) and most of Westchester County, an approximately 660
square mile service area with a population of more than nine million. We also provide gas service in Manhattan, the Bronx, parts of Queens and most of
Westchester County, and steam service in parts of Manhattan.
USE OF PROCEEDS
We anticipate using the net proceeds received by us from the sale of the Debentures for general corporate purposes, including repayment of short-
term debt bearing interest at variable rates, and to subsequently fund with available cash and the proceeds from the issuance of additional short-term debt
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Final Prospectus Supplement
the redemption of four series of our tax-exempt debt (Series 1999A, Series 2001B, Series 2004A and Series 2004B) with an aggregate principal amount of
$636 million, maturities ranging from 2032 to 2039, and a weighted average annual interest rate of 2.616% at June 20, 2018. At June 20, 2018, the
weighted average annualized yield for our commercial paper that was outstanding was 2.20%.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Con Edison of New York's ratio of earnings to fixed charges for the periods indicated:

Three Months Ended

March 31,

Year Ended December 31,

2018

2017

2016

2015

2014

2013

3.9

3.7

3.6

3.6

3.8

3.7
The ratio of earnings to fixed charges has been computed based upon net income plus income tax and fixed charges. Fixed charges include interest on
long-term debt and other interest expense, amortization of debt expense, discount and premium, and a reasonable approximation of the interest component
of rentals. See Exhibit 12.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 and Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2018 for statements setting forth the computation of the ratio of earnings to fixed charges for the periods indicated
above.
DESCRIPTION OF DEBENTURES
General
The Debentures will be a new series of debt securities. The Debentures will be issued in an initial aggregate principal amount of $640,000,000. We
may at any time, without the consent of the holders of the Debentures, issue additional Debentures that will be part of the same series of debt securities as,
rank equally and ratably with, bear interest at the same interest rates, and have the same maturity and other terms (except for the issue date, the issue price
and, if applicable, the first Interest Payment Date (as defined below)) as the Debentures being offered hereby. If any such additional Debentures are not
fungible for U.S. federal income tax purposes with the Debentures being offered hereby, such additional Debentures will be issued under a different CUSIP
number than the Debentures being offered hereby.
The Debentures will mature on June 25, 2021.
Additional information describing the Debentures and the Indenture under which they are to be issued is included in "Description of Debt Securities"
in the accompanying prospectus.

S-4
Table of Contents
Interest
Interest is payable on March 25, June 25, September 25 and December 25 (each, an "Interest Payment Date"), commencing September 25, 2018,
provided that if any Interest Payment Date, other than the Interest Payment Date on the maturity date of the Debentures, would otherwise have fallen on a
day that is not a New York Business Day, that Interest Payment Date will be postponed to the next day that would be a New York Business Day unless
such postponement would cause the Interest Payment Date to fall in the next calendar month in which case the Interest Payment Date will instead be
brought forward to the immediately preceding New York Business Day. If the Interest Payment Date on the maturity date of the Debentures falls on a day
that is not a New York Business Day, the payment of interest and principal of the Debentures that would otherwise be payable on the maturity date will be
payable on the next day that would be a New York Business Day with the same force and effect as if made on the maturity date without any interest or
other payment with respect to the delay. On each Interest Payment Date, interest is payable for the period commencing on and including the immediately
preceding Interest Payment Date and ending on and including the day next preceding the Interest Payment Date (an "Interest Period"), with the exception
that the first Interest Period shall commence on and include June 26, 2018 and end on and include September 24, 2018. Interest is payable to holders of
record of the Debentures at the close of business on the fifteenth day, whether or not a business day, preceding an Interest Payment Date, except as
otherwise provided in the Indenture.
The Debentures will bear interest at a rate per annum, reset quarterly, equal to LIBOR (as defined below) plus 0.40%, as determined by The Bank of
New York Mellon, which we have appointed to act as calculation agent, or a successor calculation agent appointed by the Company (the "Calculation
Agent"). The interest rate for any Interest Period determined by the Calculation Agent and the interest payable for any Interest Period calculated by the
Calculation Agent, in the absence of manifest error, shall be final and binding on us, the holders of the Debentures and the Trustee. In no event, however,
shall such rate exceed the maximum interest rate permitted by applicable law. Upon the request of any holder of the Debentures, the Calculation
Agent will advise the holder of the interest rate then in effect for the Debentures.
"BBAM" means the display that appears on Bloomberg L.P.'s page "BBAM" or any page as may replace such page on such service (or any successor
service) for the purpose of displaying the London Interbank Offered Rate for U.S. dollar deposits.
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Final Prospectus Supplement
"Interest Determination Date" means the second London Business Day immediately preceding the first day of the relevant Interest Period.
"LIBOR" means, with respect to any Interest Period, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month
period commencing on the first day of that Interest Period and ending on and including the last day of that Interest Period that appears on Bloomberg L.P.'s
page "BBAM" and, if such page is not available, on the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for that
Interest Period. If such rate does not appear on BBAM or the Reuters LIBOR01 Page as of 11:00 a.m. (London time) on the Interest Determination Date for
that Interest Period, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for the Interest Period and in a principal amount of
not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market, which may
include affiliates of one or more underwriters of the Debentures, selected by us, at approximately 11:00 a.m., London time, on the Interest Determination
Date for that Interest Period. We will request the principal London office of each such bank to provide a quotation of its rate to the Calculation Agent. If at
least two such quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR with respect to that Interest Period will be the arithmetic mean of the rates quoted by three major banks in New York City,
which may include affiliates of one or more underwriters of the Debentures, selected by us, at approximately 11:00 a.m., New York City time, on the
Interest Determination Date for that Interest Period for loans in U.S. dollars to leading European banks for that Interest Period and in a principal amount of
not less than $1,000,000. However, if fewer than three banks selected by us to provide quotations are quoting as described above, LIBOR for that Interest
Period will be the same as LIBOR as determined for the previous Interest Period.

S-5
Table of Contents
See "Risk Factors -- Uncertainty relating to the London Interbank Offered Rate calculation process and potential phasing out of the rate after 2021 may
adversely affect the value of the Debentures" on page S-3 of this prospectus supplement.
"London Business Day" means a day that is a business day and a day on which dealings in deposits in U.S. dollars are transacted, or with respect to
any future date are expected to be transacted, in the London interbank market.
"New York Business Day" means any day that is not a Saturday, Sunday or a day on which banking institutions or trust companies in New York City
are authorized or required by law, regulation or executive order to close.
"Reuters LIBOR01 Page" means the display designated as Reuters LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the
Reuters LIBOR01 Page on that service, or such other service as may be nominated for the purpose of displaying rates or prices comparable to the London
Interbank Offered Rate for U.S. dollar deposits by ICE Benchmark Administration Limited ("IBA") or its successor or such other entity assuming the
responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so).
The interest payable on the Debentures for any Interest Period is calculated by multiplying the principal amount of the Debentures by the interest rate
per annum with respect to that Interest Period, and then multiplying that result by a fraction, the numerator of which will be the actual number of days in
the Interest Period, and the denominator of which will be 360. All percentages resulting from any calculation in respect of Debentures will be rounded to
the nearest one hundred-thousandth of a percentage point with five one-millionths of a percentage point rounded upward (e.g., 0.876545% (or .00876545)
would be rounded to 0.87655% (or .0087655)), and all U.S. dollar amounts will be rounded to the nearest cent, with one-half cent being rounded upward.
No Optional Redemption
The Debentures will not be subject to redemption at our option.
BOOK-ENTRY SYSTEM
The Depository Trust Company (the "Depositary"), New York, NY, will act as securities depository for the Debentures. The Debentures will be
issued as fully-registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee) or such other name as may be requested
by an authorized representative of the Depositary. One or more fully-registered global certificates (each a "Global Security") will be issued for the
Debentures, in the aggregate principal amount of such Debentures, and will be deposited with the Trustee on behalf of the Depositary.
Investors may elect to hold interests in a Global Security through either the Depositary in the United States or Clearstream Banking, S.A.
("Clearstream") or the Euroclear Bank S.A./N.V., as operator of the Euroclear System (the "Euroclear System") in Europe if they are participants of such
systems, or indirectly through organizations which are participants in such systems. Clearstream and the Euroclear System will hold interests on behalf of
their participants through customers' securities accounts in Clearstream's and the Euroclear System's names on the books of their respective depositaries,
which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of the Depositary. Citibank, N.A. will act
as depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as depositary for the Euroclear System (in such capacities, the "U.S. Depositaries").
The Depositary has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934, as
amended.

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Final Prospectus Supplement
S-6
Table of Contents
The Depositary holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments from over 100 countries that the Depositary's participants ("Direct Participants") deposit with the Depositary. The
Depositary also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and
certain other organizations. The Depositary is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the
holding company for the Depositary, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing
agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Depositary system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The Depositary's Rules applicable to its participants are on file with the
Commission. More information about the Depositary can be found at www.dtcc.com, but this information is not incorporated herein by reference.
Purchases of the Debentures under the Depositary's system must be made by or through Direct Participants, which will receive a credit for the
Debentures on the Depositary's records. The ownership interest of each actual purchaser of each Debenture, or beneficial owner, is in turn to be recorded
on the Direct and Indirect Participants' records. Beneficial owners will not receive written confirmation from the Depositary of their purchase, but
beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Debentures are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in the Debentures, except in the event that use of the book-entry system for the Debentures is
discontinued.
To facilitate subsequent transfers, all Debentures deposited by Direct Participants with the Depositary are registered in the name of the Depositary's
partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of the Depositary. The deposit of the Debentures
with the Depositary and their registration in the name of Cede & Co. or such other Depositary nominee effect no change in beneficial ownership. The
Depositary has no knowledge of the actual beneficial owners of the Debentures; the Depositary's records reflect only the identity of the Direct Participants
to whose accounts such Debentures are credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to its Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Neither the Depositary nor Cede & Co. (nor any other Depositary nominee) will consent or vote with respect to the Debentures unless authorized by
a Direct Participant in accordance with the Depositary's applicable procedures. Under its usual procedures, the Depositary mails an omnibus proxy to the
Company as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Debentures are credited on the record date (identified in a listing attached to the omnibus proxy).
Payments on the Debentures will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of the
Depositary. The Depositary's practice is to credit Direct Participants' accounts upon the Depositary's receipt of funds and corresponding detailed
information from the Company, the Trustee or any paying agent or the registrar for the Debentures, on the payable date in accordance with their respective
holdings shown on the Depositary's records. Payments by participants to beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in

S-7
Table of Contents
bearer form or registered in "street name," and will be the responsibility of such participants and not of the Depositary or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an
authorized representative of the Depositary) is the responsibility of the Company, disbursement of such payments to Direct Participants will be the
responsibility of the Depositary, and disbursement of such payments to the beneficial owners will be the responsibility of Direct and Indirect Participants.
If the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company, the
Company will issue Debentures in definitive form in exchange for each Global Security representing such Debentures. In such event, an owner of a
beneficial interest in such Global Security will be entitled to physical delivery in definitive form of Debentures represented by such Global Security equal
in principal amount to such beneficial interest and to have such Debentures registered in its name. Debentures so issued in definitive form will be issued as
registered Debentures in denominations of $2,000 and in integral multiples of $1,000 thereof.
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Final Prospectus Supplement
The information in this section concerning the Depositary and the Depositary's book-entry has been obtained from sources that the Company
believes to be reliable, but none of the Company or the underwriters take any responsibility for the accuracy thereof.
Global Clearance and Settlement Procedures
Initial settlement for the Debentures will be made in immediately available funds. Secondary market trading between the Depositary participants will
occur in the ordinary way in accordance with the Depositary's rules and will be settled in immediately available funds using the Depositary's Same-Day
Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear System participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear System, as applicable.
Cross-market transfers between persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through
Clearstream participants or Euroclear System participants on the other, will be effected through the Depositary in accordance with the Depositary's rules on
behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in the
Depositary, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary.
Clearstream participants and Euroclear System participants may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Debentures received in Clearstream or the Euroclear System as a result of a transaction with a
Depositary participant will be made during subsequent securities settlement processing and dated the business day following the Depositary settlement
date. Such credits or any transactions in such Debentures settled during such processing will be reported to the relevant Euroclear System participant or
Clearstream participant on such business day. Cash received in Clearstream or the Euroclear System as a result of sales of the Debentures by or through a
Clearstream participant or a Euroclear System participant to a Depositary participant will be received with value on the Depositary settlement date but will
be available in the relevant Clearstream or the Euroclear System cash account only as of the business day following settlement in the Depositary.
Although the Depositary, Clearstream and the Euroclear System have agreed to the foregoing procedures in order to facilitate transfers of Debentures
among participants of the Depositary, Clearstream and the Euroclear System, they are under no obligation to perform or continue to perform such
procedures and such procedures may be discontinued or changed at any time.

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

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

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

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information regarding their direct and indirect U.S. account holders or (ii) certain "non-financial foreign entities" unless they certify that they do not have
any "substantial United States owners" (as defined in the Code) or furnish identifying information regarding each substantial United States owner
(generally by providing an IRS Form W-8BEN-E). In certain circumstances, the relevant foreign financial institution or non-financial foreign entity may
qualify for an exemption from these rules, which exemption is typically evidenced by providing appropriate documentation (such as an IRS Form W-
8BEN-E). In addition, an intergovernmental agreement between the United States and the jurisdiction of a foreign financial institution may modify these
rules.
The withholding obligations described above generally apply to payments of interest on the Debentures, and on or after January 1, 2019, will apply to
Debenture principal payments and payments of gross proceeds from a sale or other disposition (including a redemption) of the Debentures. You are urged
to consult your own tax advisers regarding FATCA and the application of these requirements to your investment in the Debentures.

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

Principal Amount
Underwriters

of Debentures
Citigroup Global Markets Inc.

$ 224,000,000
J.P. Morgan Securities LLC

224,000,000
Morgan Stanley & Co. LLC

128,000,000
PNC Capital Markets LLC

32,000,000
U.S. Bancorp Investments, Inc.

19,200,000
The Williams Capital Group, L.P.

12,800,000

Total

$ 640,000,000

The underwriters are offering the Debentures, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal
matters by counsel, including the validity of the Debentures, and other conditions contained in the underwriting agreement, such as the receipt by the
underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject
orders in whole or in part.
The underwriters have advised the Company that they propose to offer the Debentures directly to the public at the public offering price set forth on
the cover page of this prospectus supplement, and may offer the Debentures to certain securities dealers at such price less a concession not to exceed 0.20%
of the principal amount of the Debentures. The underwriters may allow, and such dealers may reallow, a concession not to exceed 0.15% of the principal
amount of the Debentures to certain brokers and dealers. After the Debentures are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the underwriters.
The Debentures are a new issue of securities with no established trading market. We do not intend to apply for the listing of the Debentures on any
securities exchange or for quotation of the Debentures on any automated dealer quotation system. We have been advised by the underwriters that they
presently intend to make a market in the Debentures after completion of this offering. However, the underwriters are under no obligation to do so and may
discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the Debentures or that an
active public trading market for the Debentures will develop. If an active public trading market for the Debentures does not develop, the market price and
liquidity of the Debentures may be adversely affected.
In connection with this offering, the representatives, on behalf of the underwriters, may purchase and sell Debentures in the open market. These
transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater total principal amount of Debentures than they are required to purchase in this offering. Stabilizing transactions consist of certain
bids or purchases made for the purpose of preventing or retarding a decline in the market price of Debentures while this offering is in progress.
The underwriters also may impose a penalty bid. This may occur when a particular underwriter repays to the underwriters a portion of the
underwriting discount because the underwriters have repurchased Debentures sold by or for the account of that underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the Debentures. As a result, the price of the
Debentures may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the
underwriters at any time.

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The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the underwriters may be required to make in respect thereof.
The Company expects to have an estimated $1,350,000 of expenses (excluding the underwriting discount) in connection with this offering.
Settlement
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Document Outline

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