Obligation Georgia Energy 2.65% ( US373334KL43 ) en USD

Georgia Energy

94.9584 % ▲

Etas-Unis

US373334KL43 ( en USD )

2.65% par an ( paiement semestriel )

14/09/2029

Prospectus brochure de l'obligation Georgia Power US373334KL43 en USD 2.65%, échéance 14/09/2029

2 000 USD

650 000 000 USD

373334KL4

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/03/2026 ( Dans 156 jours )

Georgia Power est une filiale d'Southern Company, fournissant de l'électricité à près de 2,7 millions de clients dans le Georgia.

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KL43, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2029

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KL43, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Georgia Energy ( Etas-Unis ) , en USD, avec le code ISIN US373334KL43, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Document
424B2 1 gareopen2019bfinal01-20.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229844
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Aggregate
Amount of
Title of Each Class of
Amount to be
Offering Price Per
Proposed Maximum
Registration Fee
Securities to be Registered
Registered
Unit
Aggregate Offering Price
(1)(2)
Series 2019B 2.65% Senior Notes due
September 15, 2029
$300,000,000
98.516%
$295,548,000
$38,363
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2) This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Georgia Power
Company's Registration Statement on Form S-3 (Registration No. 333-229844).
Prospectus Supplement
(To Prospectus dated February 25, 2019)
$300,000,000
Series 2019B 2.65% Senior Notes
due September 15, 2029.
________________________________________________________________
This is a public offering by Georgia Power Company of $300,000,000 of Series 2019B 2.65% Senior Notes due September 15, 2029 (the
"Series 2019B Senior Notes"). The Series 2019B Senior Notes offered hereby are part of the same series of debt securities as the Series 2019B
Senior Notes issued by Georgia Power Company on September 10, 2019. Upon the issuance of the Series 2019B Senior Notes offered hereby, the
aggregate principal amount of outstanding Series 2019B Senior Notes will be $650,000,000. Interest on the Series 2019B Senior Notes is payable
semiannually in arrears on March 15 and September 15 of each year, beginning March 15, 2020. Interest on the Series 2019B Senior Notes offered
hereby will accrue from September 10, 2019.
The Series 2019B Senior Notes are redeemable, in whole or in part, at any time and from time to time, at the option of Georgia Power
Company at redemption prices as described under the caption "Description of the Series 2019B Senior Notes--Optional Redemption."
The Series 2019B Senior Notes are unsecured and unsubordinated obligations of Georgia Power Company, ranking equally with all of
Georgia Power Company's other unsecured and unsubordinated indebtedness from time to time outstanding, and are effectively subordinated to all
secured indebtedness of Georgia Power Company.
Concurrently with this offering, Georgia Power Company is also offering $700,000,000 aggregate principal amount of Series 2020A 2.10%
Senior Notes due July 30, 2023 (the "Series 2020A Senior Notes") and $500,000,000 aggregate principal amount of Series 2020B 3.70% Senior
Notes due January 30, 2050 (the "Series 2020B Senior Notes"). This Prospectus Supplement is not and should not be construed as an offering of
any notes other than the Series 2019B Senior Notes offered hereby. The completion of the offering of the Series 2019B Senior Notes offered hereby
is not contingent on the success of any other offering, including the proposed offering of the Series 2020A Senior Notes and the proposed offering
of the Series 2020B Senior Notes.
See "Risk Factors" on page S-2 to read about certain factors you should consider before buying the securities.
Per Series 2019B Senior

Note

Total
Initial public offering price (1)

98.516% $
295,548,000
Underwriting discount

0.650% $
1,950,000
Proceeds, before expenses, to Georgia Power Company (1)(2)

97.866% $
293,598,000
______________________________
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(1)
Plus accrued interest from September 10, 2019.
(2)
The public offering price set forth above for the Series 2019B Senior Notes offered hereby does not include accrued interest of $2,650,000 in
the aggregate from September 10, 2019 up to, but not including, the expected date of delivery of the Series 2019B Senior Notes offered
hereby, which will be paid by the purchasers of the Series 2019B Senior Notes offered hereby. On March 15, 2020, Georgia Power Company
will pay this pre-issuance accrued interest to the holders of the Series 2019B Senior Notes offered hereby.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this Prospectus Supplement or the accompanying Prospectus. Any representation to the contrary is a criminal
offense.
The Series 2019B Senior Notes offered hereby are expected to be delivered on or about January 10, 2020 through the book-entry facilities of
The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme,
Luxembourg.
________________________________________________________________
Joint Book-Running Managers
Barclays
Citigroup
Goldman Sachs & Co. LLC
Mizuho Securities
MUFG
January 8, 2020
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in
this Prospectus Supplement, the accompanying Prospectus or any written communication from Georgia Power Company or
the underwriters specifying the final terms of the offering. Neither Georgia Power Company nor any underwriter takes any
responsibility for, nor can it provide any assurance as to the reliability of, any other information that others may give you.
This Prospectus Supplement, the accompanying Prospectus and any written communication from Georgia Power Company or
the underwriters specifying the final terms of the offering is an offer to sell only the Series 2019B Senior Notes offered
hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information incorporated by
reference or contained in this Prospectus Supplement, the accompanying Prospectus and any written communication from
Georgia Power Company or the underwriters specifying the final terms of the offering is current only as of its respective date.
_______________________________________________________
TABLE OF CONTENTS
Prospectus Supplement

Page
Risk Factors
S-2
The Company
S-2
Available Information
S-2
Incorporation of Certain Documents by Reference
S-2
Selected Financial Information
S-3
Use of Proceeds
S-3
Description of the Series 2019B Senior Notes
S-4
Certain United States Federal Income Tax Considerations
S-8
Underwriting (Conflicts of Interest)
S-11
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Prospectus

About this Prospectus
2
Risk Factors
2
Available Information
2
Incorporation of Certain Documents by Reference
2
Georgia Power Company
3
Selected Information
3
Use of Proceeds
3
Description of the Senior Notes
3
Description of the Junior Subordinated Notes
7
Plan of Distribution
12
Legal Matters
12
Experts
12
RISK FACTORS
Investing in the Series 2019B Senior Notes involves risk. Please see the risk factors in Georgia Power Company's
Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. Before making an investment decision, you should carefully consider these
risks as well as other information contained or incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus.
THE COMPANY
Georgia Power Company (the "Company") is a corporation organized under the laws of the State of Georgia on June 26,
1930. The Company has its principal office at 241 Ralph McGill Boulevard, N.E., Atlanta, Georgia 30308-3374, telephone
(404) 506-6526. The Company is a wholly-owned subsidiary of The Southern Company. The Company's internet address is
http://www.georgiapower.com. The information on the Company's website is not incorporated by reference in this Prospectus
Supplement and should not be considered to be a part of this Prospectus Supplement.
The Company is a regulated public utility engaged in the generation, transmission, distribution and purchase of
electricity and the sale of electric service within a service area comprising most of the State of Georgia.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), and in accordance with the 1934 Act files reports and other information with the Securities and Exchange
Commission (the "SEC"). The SEC maintains a website that contains reports and other information regarding registrants
including the Company that file electronically at http://www.sec.gov. Only the Company's SEC filings referenced below are
incorporated by reference herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the SEC pursuant to the 1934 Act and are incorporated by reference in
this Prospectus Supplement and made a part of this Prospectus Supplement:
·
the Company's Annual Report on Form 10-K for the year ended December 31, 2018;
·
the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September
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30, 2019; and
·
the Company's Current Reports on Form 8-K dated March 22, 2019, June 28, 2019, September 4, 2019, December 11,
2019 and December 17, 2019.
All documents filed by the Company with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act
subsequent to the date of this Prospectus Supplement and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus Supplement and made a part of this Prospectus Supplement from the date of filing
of such documents; provided, however, that the Company is not incorporating any information furnished under Item 2.02 or
7.01 of any Current Report on Form 8-K unless specifically stated otherwise. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Prospectus Supplement shall be deemed to be modified or
superseded for purposes of this Prospectus Supplement to the extent that a statement contained in this Prospectus Supplement
or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus
Supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus Supplement.
S-2
SELECTED FINANCIAL INFORMATION
The following selected financial data for the years ended December 31, 2014 through December 31, 2018 has been
derived from the Company's audited financial statements and related notes and the unaudited selected financial data,
incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The following selected financial
data as of and for the nine months ended September 30, 2019 has been derived from the Company's unaudited financial
statements and related notes, incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The
information set forth below is qualified in its entirety by reference to and, therefore, should be read together with
management's discussion and analysis of results of operations and financial condition, the financial statements and related
notes and other financial information incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus. The information set forth below does not reflect the issuance of the Series 2019B Senior Notes offered hereby,
the proposed issuance of the Series 2020A Senior Notes or the Series 2020B Senior Notes or the use of proceeds therefrom.
See "Use of Proceeds" in this Prospectus Supplement.
Nine Months
Ended

Year Ended December 31,
September 30,

2014 2015

2016 2017
2018

2019(1)

(Millions, except ratios)
Operating Revenues
$ 8,988 $ 8,326 $ 8,383 $ 8,310 $ 8,420 $
6,706
Earnings Before Income Taxes

1,971
2,046
2,127 2,258
1,007
2,064
Net Income After Dividends on Preferred
and Preference Stock

1,225
1,260
1,330 1,414
793
1,598
Capitalization

as of September 30, 2019

(Millions, except percentages)

Actual
As Adjusted(2)
Common Stock Equity
$
14,764 $
14,764
57.7%
Senior Notes

4,900
4,900
19.2%
Other Long-Term Debt

5,540
5,923
23.1%
Total, excluding amounts due within one year of $1.5 billion
$
25,204 $
25,587
100.0%
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______________________________
(1) Due to seasonal variations in demand for energy, operating results for the nine months ended September 30, 2019 do not
necessarily indicate operating results for the entire year.
(2) Reflects an adjustment to "Other Long-Term Debt" related to the Company's December 2019 borrowing of an additional
aggregate principal amount of $383,000,000 under multi-advance credit facilities among the Company, the United States
Department of Energy and the Federal Financing Bank (the "FFB Credit Facilities").
USE OF PROCEEDS
The net proceeds from the sale of the Series 2019B Senior Notes offered hereby, combined with the net proceeds from
the proposed sale of the Series 2020A Senior Notes and the Series 2020B Senior Notes, will be used by the Company to
repay outstanding commercial paper borrowings, which aggregated approximately $4,000,000 as of January 7, 2020, and any
remaining net proceeds will be used for other general corporate purposes, including the Company's continuous construction
program.
S-3
DESCRIPTION OF THE SERIES 2019B SENIOR NOTES
Set forth below is a description of the specific terms of the Series 2019B 2.65% Senior Notes due September 15, 2029.
This description supplements, and should be read together with, the description of the general terms and provisions of the
senior notes set forth in the accompanying Prospectus under the caption "Description of the Senior Notes." The following
description does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the description in
the accompanying Prospectus and the Senior Note Indenture dated as of January 1, 1998, as supplemented (the "Senior Note
Indenture"), between the Company and Wells Fargo Bank, National Association, as successor trustee (the "Senior Note
Indenture Trustee").
General
The Series 2019B Senior Notes are a series of senior notes under the Senior Note Indenture. The Series 2019B Senior
Notes offered by this Prospectus Supplement and the accompanying Prospectus constitute a further issuance of, are
consolidated and form a single series with, have identical terms (other than the date of issuance and the public offering price)
and have the same CUSIP number as, the Company's $350,000,000 aggregate principal amount of outstanding Series 2019B
2.65% Senior Notes due September 15, 2029 issued on September 10, 2019. The Series 2019B Senior Notes offered hereby
will be issued in the aggregate principal amount of $300,000,000. Upon completion of this offering, the aggregate principal
amount of outstanding Series 2019B Senior Notes will be $650,000,000. The Company may, at any time and without the
consent of the holders of the Series 2019B Senior Notes, issue additional notes having the same ranking and the same interest
rate, maturity and other terms as the Series 2019B Senior Notes (except for the public offering price and issue date and the
initial interest accrual date and initial Interest Payment Date (as defined below), if applicable). Any additional notes having
such similar terms, together with the Series 2019B Senior Notes offered hereby and the Series 2019B Senior Notes issued on
September 10, 2019, will constitute a single series of senior notes under the Senior Note Indenture.
Unless earlier redeemed, the entire principal amount of the Series 2019B Senior Notes will mature and become due and
payable, together with any accrued and unpaid interest thereon, on September 15, 2029. The Series 2019B Senior Notes are
not subject to any sinking fund provision. The Series 2019B Senior Notes are available for purchase in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
Interest
Each Series 2019B Senior Note will bear interest at the rate of 2.65% per year (the "Securities Rate") from the date of
original issuance (September 10, 2019), payable semiannually in arrears on March 15 and September 15 of each year (each, an
"Interest Payment Date") to the person in whose name such Series 2019B Senior Note is registered at the close of business on
the fifteenth calendar day prior to such Interest Payment Date (whether or not a Business Day). The initial Interest Payment
Date is March 15, 2020. The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day
months. In the event that any date on which interest is payable on the Series 2019B Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without
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any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. "Business
Day" means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed or (iii) a day on which the Senior Note Indenture Trustee's corporate
trust office is closed for business.
Ranking
The Series 2019B Senior Notes are direct, unsecured and unsubordinated obligations of the Company, ranking equally
with all other unsecured and unsubordinated obligations of the Company from time to time outstanding. The Series 2019B
Senior Notes will be effectively subordinated to all secured indebtedness of the Company, aggregating approximately
$3,617,000,000 outstanding at September 30, 2019, including $3,460,000,000 outstanding under the FFB Credit Facilities
which are secured by (i) the Company's 45.7% ownership interest in the two new nuclear generating units under construction
at Plant Vogtle ("Plant Vogtle Units 3 and 4") and (ii) the Company's rights and obligations under the principal contracts
relating to Plant Vogtle Units 3 and 4. The FFB Credit Facilities are not secured by any other assets of the Company. The
Senior Note Indenture contains no restrictions on the amount of additional indebtedness that may be incurred by the Company.
S-4
Optional Redemption
At any time and from time to time prior to June 15, 2029, the Series 2019B Senior Notes will be subject to redemption
at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at redemption prices
equal to the greater of (i) 100% of the principal amount of the Series 2019B Senior Notes being redeemed and (ii) the sum of
the present values of the remaining scheduled payments of principal of and interest on the Series 2019B Senior Notes being
redeemed (not including any portion of such payments of interest accrued to the redemption date) discounted (for purposes of
determining present value) to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-
day months) at a discount rate equal to the Treasury Yield (as defined below) plus 20 basis points, plus, in each case, accrued
and unpaid interest on the Series 2019B Senior Notes being redeemed to the redemption date. At any time and from time to
time on or after June 15, 2029, the Series 2019B Senior Notes will be subject to redemption at the option of the Company, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to 100% of the principal
amount of the Series 2019B Senior Notes being redeemed plus accrued and unpaid interest on the Series 2019B Senior Notes
being redeemed to the redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity 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
as having a maturity comparable to the remaining term of the Series 2019B Senior Notes to be redeemed 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 Series 2019B Senior Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means an independent investment banking institution of national standing appointed
by the Company.
"Reference Treasury Dealer" means a primary United States Government securities dealer in the United States appointed
by the Company.
"Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at
5:00 p.m. on the third Business Day in New York City preceding such redemption date).
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If notice of redemption is given as aforesaid, the Series 2019B Senior Notes to be redeemed will, on the redemption
date, become due and payable at the applicable redemption price described above together with any accrued and unpaid
interest thereon, and from and after such date (unless the Company has defaulted in the payment of such redemption price and
accrued interest) such Series 2019B Senior Notes shall cease to bear interest. If any Series 2019B Senior Note called for
redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the
redemption date at the Securities Rate. See "Description of the Senior Notes -- Events of Default" in the accompanying
Prospectus.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), the
Company or its affiliates may, at any time and from time to time, purchase outstanding Series 2019B Senior Notes by tender
offer, in the open market or by private agreement.
S-5
Information Concerning the Senior Note Indenture Trustee
The Company and certain of its affiliates maintain deposit accounts and banking relationships with Wells Fargo Bank,
National Association. Wells Fargo Bank, National Association and certain of its affiliates also serve as trustee under other
indentures pursuant to which securities of certain affiliates of the Company are outstanding.
Book-Entry Only Issuance--The Depository Trust Company
The Depository Trust Company ("DTC") will act as the initial securities depository for the Series 2019B Senior Notes.
The Series 2019B Senior Notes offered hereby will be issued only as fully-registered securities registered in the name of
Cede & Co., DTC's nominee, or such other name as may be requested by an authorized representative of DTC. One or more
fully-registered global Series 2019B Senior Notes certificates will be issued, representing in the aggregate the total principal
amount of Series 2019B Senior Notes offered hereby, and will be deposited with the Senior Note Indenture Trustee on behalf
of DTC. Investors may hold interests in the Series 2019B Senior Notes offered hereby through DTC if they are participants in
DTC or indirectly through organizations that are participants in DTC, including Euroclear Bank S.A./N.V., as operator of the
Euroclear system, or Clearstream Banking, société anonyme, Luxembourg ("Clearstream").
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the 1934 Act. DTC holds and provides asset servicing for over 3.5 million issues of United States and non-
United States equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct
Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both United States and non-United States securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both United States and non-United States
securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC rules applicable to its
Direct and Indirect Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. The
contents of such website do not constitute part of this Prospectus Supplement.
Purchases of Series 2019B Senior Notes under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2019B Senior Notes on DTC's records. The ownership interest of each actual purchaser of
each Series 2019B Senior Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are
expected to receive written confirmations providing details of the transactions, as well as periodic statements of their
holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Series 2019B Senior Notes.
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Transfers of ownership interests in the Series 2019B Senior Notes 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 Series 2019B Senior Notes, except in the event that use of the book-entry system for
the Series 2019B Senior Notes is discontinued.
To facilitate subsequent transfers, all Series 2019B Senior Notes deposited by Direct Participants with DTC are
registered in the name of DTC's nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Series 2019B Senior Notes with DTC and their registration in the name of Cede & Co.
or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series 2019B Senior Notes. DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series 2019B Senior Notes are credited, which may or
S-6
may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Series 2019B Senior Notes are being redeemed, DTC's
practice is to determine by lot the amount of interest of each Direct Participant in such Series 2019B Senior Notes to be
redeemed.
Although voting with respect to the Series 2019B Senior Notes is limited, in those cases where a vote is required, neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2019B Senior Notes unless
authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC 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 Series 2019B Senior Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments on the Series 2019B Senior Notes will be made to Cede & Co., or such other nominee as may be requested by
an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the Company or the Senior Note Indenture Trustee on the relevant payment date in
accordance with their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account
of customers registered in "street name," and will be the responsibility of such Direct or Indirect Participant and not of DTC
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 DTC) is the responsibility of the
Company, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial Owner of a global Series 2019B Senior Note will not be entitled to receive
physical delivery of Series 2019B Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to
exercise any rights under the Series 2019B Senior Notes. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial
interests in a global Series 2019B Senior Note.
DTC may discontinue providing its services as securities depository with respect to the Series 2019B Senior Notes at
any time by giving reasonable notice to the Company. Under such circumstances, in the event that a successor securities
depository is not obtained, Series 2019B Senior Notes certificates will be required to be printed and delivered to the holders
of record. Additionally, the Company may decide to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depository) with respect to the Series 2019B Senior Notes. The Company understands, however, that
under current industry practices, DTC would notify its Direct and Indirect Participants of the Company's decision, but will
only withdraw beneficial interests from a global Series 2019B Senior Note at the request of each Direct or Indirect
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Participant. In that event, certificates for the Series 2019B Senior Notes will be printed and delivered to the applicable Direct
or Indirect Participant.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the
Company believes to be reliable, but neither the Company nor any underwriter takes any responsibility for the accuracy
thereof. Neither the Company nor any underwriter has any responsibility for the performance by DTC or its Direct or Indirect
Participants of their respective obligations as described herein or under the rules and procedures governing their respective
operations.
Global Clearance and Settlement Procedures
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.
S-7
Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or
indirectly through Clearstream participants or Euroclear system participants on the other, will be effected through DTC in
accordance with DTC rules on behalf of the relevant European international clearing system by its United States 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 United States depositary to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-
day funds settlement applicable to DTC. Clearstream participants and Euroclear system participants may not deliver
instructions directly to their respective United States depositaries.
Because of time-zone differences, credits of Series 2019B Senior Notes received in Clearstream or the Euroclear system
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 Series 2019B Senior Notes
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 Series 2019B Senior Notes by
or through a Clearstream participant or a Euroclear system participant to a DTC participant will be received with value on the
DTC 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 DTC.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain United States federal income tax considerations relevant to the acquisition,
ownership and disposition of the Series 2019B Senior Notes, and insofar as it relates to matters of United States federal
income tax laws and regulations or legal conclusions with respect thereto, constitutes the opinion of the Company's tax
counsel, Troutman Sanders LLP. This summary does not purport to be a complete analysis of all potential United States
federal income tax considerations relating thereto. This summary only applies to Series 2019B Senior Notes offered hereby
that are held as capital assets, within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the
"Code"), and that are purchased in this initial offering at the initial offering price. This summary is based on the Code,
administrative pronouncements, judicial decisions and regulations of the Treasury Department, changes to any of which
subsequent to the date of this Prospectus Supplement may affect the tax consequences described herein. This summary does
not describe all of the United States federal income tax considerations that may be relevant to beneficial holders in light of
their particular circumstances or to beneficial holders subject to special rules, such as banks and financial institutions,
individual retirement and other tax-deferred accounts, tax-exempt entities, governments or government instrumentalities, S
corporations, partnerships or other pass-through entities for United States federal income tax purposes or investors in such
entities, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, dealers or traders
in securities or currencies, certain former citizens or residents of the United States subject to section 877 of the Code,
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controlled foreign corporations, non-United States trusts or estates with United States beneficiaries, passive foreign investment
companies, corporations that accumulate earnings to avoid United States federal income tax and taxpayers subject to the
alternative minimum tax. This summary also does not discuss Series 2019B Senior Notes held as part of a hedge, straddle,
synthetic security, constructive sale transaction or conversion transaction, situations in which the "functional currency" of a
United States Holder (as defined below) is not the United States dollar or situations where a United States Holder holds a
Series 2019B Senior Note through a bank, financial institution or other entity or a branch thereof that is located, organized or
resident outside the United States.
If a partnership, or other entity or arrangement treated as a partnership for United States federal income tax purposes,
holds Series 2019B Senior Notes, the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. Partners in a partnership holding Series 2019B Senior Notes should consult their tax advisors as
to the particular United States federal income tax considerations relevant to the acquisition, ownership and disposition of the
Series 2019B Senior Notes applicable to them.
S-8
Persons considering the purchase of Series 2019B Senior Notes are urged to consult their tax advisors with regard to
the application of the United States 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. Furthermore, this summary does not describe the effect
of United States federal estate and gift tax laws or the effect of any applicable foreign, state or local law.
The Company has not and will not seek any rulings or opinions from the Internal Revenue Service (the "IRS") with
respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning
the tax consequences of the acquisition, ownership or disposition of the Series 2019B Senior Notes or that any such position
would not be sustained in the event of litigation.
Consequences to United States Holders
For purposes of this summary, a "United States Holder" means a beneficial owner of a Series 2019B Senior Note
(other than a partnership) that, for United States federal income tax purposes, is (i) an individual that is a citizen or resident of
the United States; (ii) a corporation or other entity treated as a corporation for United States federal income tax purposes that
is created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the
income of which is subject to United States federal income taxation regardless of its source; or (iv) a trust if (A) a court
within the United States is able to exercise primary control over its administration and one or more United States persons,
within the meaning of section 7701(a)(30) of the Code (a "United States Person"), have the authority to control all substantial
decisions of such trust, or (B) the trust has made an election under the applicable Treasury regulations to be treated as a
United States Person.
Qualified Reopening
For United States federal income tax purposes, the Company intends to treat the Series 2019B Senior Notes offered
hereby as being issued in a "qualified reopening" of the Company's Series 2.65% Series 2019B Senior Notes due September
15, 2029 that were issued on September 10, 2019. For United States federal income tax purposes, debt instruments issued in a
qualified reopening are deemed to be part of the same issue as the original debt instruments. Under the treatment described in
this paragraph, the Series 2019B Senior Notes offered hereby will have the same issue date, same issue price and same
adjusted issue price as the original Series 2019B Senior Notes for United States federal income tax purposes. Accordingly,
because the Company's Series 2.65% Series 2019B Senior Notes due September 15, 2029 that were issued on September 10,
2019 did not have original issue discount, the Series 2019B Senior Notes offered hereby will not have original issue discount.
The remainder of this summary assumes the correctness of the treatment described in this paragraph.
Payments of Interest
Stated interest on a Series 2019B Senior Note other than any accrued interest to which a portion of the purchase price
is allocated (as described under "Pre-Issuance Accrued Interest") generally will be included in the gross income of a United
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