Obligation NIKA 3.875% ( US654106AE35 ) en USD

NIKA

100 % ▲

Etas-Unis

US654106AE35 ( en USD )

3.875% par an ( paiement semestriel )

31/10/2045

Prospectus brochure de l'obligation NIKE US654106AE35 en USD 3.875%, échéance 31/10/2045

2 000 USD

1 000 000 000 USD

654106AE3

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

01/05/2026 ( Dans 138 jours )

Nike est une multinationale américaine spécialisée dans la conception, le développement, la fabrication et la vente de chaussures, d'équipement, d'accessoires et de vêtements de sport.

L'Obligation émise par NIKA ( Etas-Unis ) , en USD, avec le code ISIN US654106AE35, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/10/2045

L'Obligation émise par NIKA ( Etas-Unis ) , en USD, avec le code ISIN US654106AE35, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par NIKA ( Etas-Unis ) , en USD, avec le code ISIN US654106AE35, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d49705d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188072
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
to be
Offering Price
Aggregate
Amount of

Registered

Per Unit

Offering Price

Registration Fee(1)
3.875% Notes due 2045

$1,000,000,000

99.070%

$990,700,000

$99,763.49

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

Prospectus Supplement
(To Prospectus Dated April 23, 2013)
$1,000,000,000

NIKE, Inc.
3.875% Notes due 2045
We are offering $1,000,000,000 aggregate principal amount of our 3.875% notes due 2045 (the "notes"). The notes will bear interest at the
rate of 3.875% per year and will mature on November 1, 2045. Interest on the notes will accrue from October 29, 2015 and be payable on May 1
and November 1 of each year, beginning on May 1, 2016. We may redeem the notes in whole or in part at any time or from time to time at the
applicable redemption prices described under the heading "Description of Notes--Optional Redemption" in this prospectus supplement. The notes
will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time
outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus
supplement and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2015, which
is incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary
is a criminal offense.

Public Offering
Underwriting
Proceeds to

Price(1)

Discount

NIKE(1)

Per note

99.070%

0.875%

98.195%
Total

$990,700,000
$8,750,000
$981,950,000

(1)
Plus accrued interest, if any, from October 29, 2015.
The notes will not be listed on any securities exchange. Currently, there are no public trading markets for the notes.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its
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participants, including Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V. on or about October 29, 2015.
Joint Book-Running Managers

BofA Merrill Lynch
Citigroup
Deutsche Bank Securities

Co-Managers

Goldman, Sachs & Co.

J.P. Morgan

RBC Capital Markets

Wells Fargo Securities
Barclays

Credit Agricole CIB

ING

Santander

Standard Chartered Bank
HSBC
The date of this prospectus supplement is October 26, 2015.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Ratio of Earnings to Fixed Charges
S-12
Description of Notes
S-13
Material United States Federal Income Tax Considerations
S-21
Underwriting
S-24
Legal Matters
S-29
Experts
S-29
Incorporation of Certain Documents By Reference
S-29
Prospectus

Page
About This Prospectus

1
NIKE

1
Where You Can Find More Information

2
Forward-Looking Statements

3
Risk Factors

5
Selected Financial Data

5
Ratio of Earnings to Fixed Charges

6
Use of Proceeds

7
Description of Debt Securities

8
Plan of Distribution

18
Legal Matters

18
Experts

18
We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained in or
incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus we have provided to you or
filed with the U.S. Securities and Exchange Commission, or the SEC, in connection with this offering. We and the underwriters take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the
underwriters are not, making an offer of these securities or soliciting an offer to buy these securities in any jurisdiction where the offer is not
permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein, and any free writing prospectus is accurate only as of their respective dates. Our business,
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financial condition, results of operations and prospects may have changed since those dates. The descriptions set forth in this prospectus
supplement replace and supplement, where inconsistent, the description of the general terms and provisions set forth in the accompanying
prospectus.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and the notes
and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us
and the securities we may offer from time to time under our shelf registration statement, some of which may not apply to this offering of notes. If
the description of this offering of notes in the accompanying prospectus is different from the description in this prospectus supplement, you should
rely on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus and any free writing prospectus provided in connection with this offering before deciding whether to
invest in the notes.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of
any of the notes offered by this prospectus supplement.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement, the accompanying prospectus and any
free writing prospectus provided in connection with this offering to the "Company," "NIKE," "we," "us" and "our" refer to NIKE, Inc. and its
consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the
SEC. You can inspect and copy, at prescribed rates, these reports, proxy statements and other information at the Public Reference Room of the
SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Rooms. Our filings are available over the internet at the SEC's web site at www.sec.gov, as well as our web site at www.nikeinc.com. The
information on our web site is not part of this prospectus supplement or the accompanying prospectus. You can inspect reports and other
information we file at the office of The New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.
We have filed with the SEC a registration statement, of which this prospectus supplement and the accompanying prospectus are a part, and
related exhibits with the SEC under the Securities Act of 1933, as amended, or the Securities Act. The registration statement contains additional
information about us and the securities. You may inspect the registration statement and exhibits without charge at the office of the SEC at 100 F
Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates. The registration statement is also available to
you on the SEC's web site, www.sec.gov.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference into this prospectus supplement and the accompanying prospectus, other than purely
historical information, including estimates, projections, statements relating to our business plans, objectives, expected operating results and our
expected use of proceeds from this offering, and the assumptions upon which those statements are based, are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act of 1934, as amended, or the Exchange Act. Forward-looking statements include, without limitation, any statement that may predict, forecast,
indicate or imply future results, performance or achievements and may contain the words "believe," "anticipate," "expect," "estimate," "project,"
"will be," "will continue," "will likely result" or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties
which may cause actual results to differ materially from the forward-looking statements. The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
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· international, national and local general economic and market conditions;

· the size and growth of the overall athletic footwear, apparel and equipment markets;

· intense competition among designers, marketers, distributors and sellers of athletic footwear, apparel and equipment for consumers and

endorsers;

· demographic changes;

· changes in consumer preferences;

· popularity of particular designs, categories of products and sports;

· seasonal and geographic demand for our products;

· difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for our products and the various market

factors described above;

· difficulties in implementing, operating and maintaining our increasingly complex information systems and controls, including, without

limitation, the systems related to demand and supply planning and inventory control;

· interruptions in data and information technology systems;

· consumer data security;

· fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance "futures" orders may not

be indicative of future revenues due to changes in shipment timing, the changing mix of futures and at-once orders, and discounts,
order cancellations and returns;

· our ability to sustain, manage or forecast our growth and inventories;

· the size, timing and mix of purchases of our products;

· increases in the cost of materials, labor and energy used to manufacture products, new product development and introduction;

· the ability to secure and protect trademarks, patents and other intellectual property;

· product performance and quality;

· customer service;

· adverse publicity;

· the loss of significant customers or suppliers;

S-iii
Table of Contents

· dependence on distributors and licensees;

· business disruptions;

· increased costs of freight and transportation to meet delivery deadlines;

· increases in borrowing costs due to any decline in our debt ratings;

· changes in business strategy or development plans;

· general risks associated with doing business outside the United States, including without limitation, exchange rate fluctuations, import

duties, tariffs, quotas, political and economic instability and terrorism;

· changes in government regulations;

· the impact of, including business and legal developments relating to, climate change;

· natural disasters;

· liability and other claims asserted against us;

· the ability to attract and retain qualified personnel; and

· the effects of any decision by us to invest in or divest ourselves of businesses.
For a further discussion of these and other factors that could impact our future results, performance and transactions, see the section entitled
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"Risk Factors" in this prospectus supplement and the risk factors incorporated herein from our Annual Report on Form 10-K for the fiscal year
ended May 31, 2015, as updated by our subsequent filings, including filings we make after the date of this prospectus supplement.
We operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for
management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of
risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a prediction of actual results.

S-iv
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
You should read the following summary together with the more detailed information regarding our company and our audited and
unaudited financial statements and related notes included or incorporated by reference in this prospectus supplement and the accompanying
prospectus.
Our Company
Our principal business activity is the design, development and worldwide marketing and selling of athletic footwear, apparel and
equipment. We are the largest seller of athletic footwear and apparel in the world measured by global revenues. We sell our products to retail
accounts, through NIKE-owned retail stores and internet websites (which we refer to as our "Direct to Consumer" operations), and through a
mix of independent distributors and licensees throughout the world. Virtually all of our products are manufactured by independent contractors.
Practically all of our footwear and apparel products are produced outside the United States, while our equipment products are produced both in
the United States and abroad.
We focus our NIKE Brand product offerings in eight key categories: Running, Basketball, Football (Soccer), Men's Training, Women's
Training, Action Sports, Sportswear (our sports-inspired lifestyle products) and Golf. Basketball includes our Jordan Brand product offerings
and Men's Training includes our baseball and American football product offerings. We also market products designed for kids, as well as for
other athletic and recreational uses such as cricket, lacrosse, tennis, volleyball, wrestling, walking and outdoor activities.
NIKE's athletic footwear products are designed primarily for specific athletic use, although a large percentage of the products are worn
for casual or leisure purposes. We place considerable emphasis on high-quality construction and innovation in our products. Sportswear,
Running, Basketball and Football (Soccer) are currently our top-selling footwear categories and we expect them to continue to lead in
footwear sales.
We sell sports apparel covering most of the above-mentioned categories, which feature the same trademarks and are sold predominantly
through the same marketing and distribution channels as athletic footwear. Our sports apparel, similar to our athletic footwear products, is
designed primarily for athletic use and exemplifies our commitment to innovation and high-quality construction. Sportswear, Men's Training,
Running and Football (Soccer) are currently our top-selling apparel categories and we expect them to continue to lead in apparel sales. We
often market footwear, apparel and accessories in "collections" of similar use or by category. We also market apparel with licensed college
and professional team and league logos.
We sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls, eyewear,
timepieces, digital devices, bats, gloves, protective equipment, golf clubs and other equipment designed for sports activities. We also sell
small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, NIKE IHM, Inc.
Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on
Basketball using the Jumpman trademark.
One of our wholly owned subsidiary brands, Hurley, headquartered in Costa Mesa, California, designs and distributes a line of action
sports and youth lifestyle apparel and accessories under the Hurley trademark.
Another of our wholly owned subsidiary brands, Converse, headquartered in Boston, Massachusetts, designs, distributes and licenses
casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell trademarks.

S-1
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Table of Contents
In addition to the products we sell to our wholesale customers and directly to consumers through our Direct to Consumer operations, we
have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks, certain
apparel, digital devices and applications and other equipment designed for sports activities.
On February 1, 2013, and November 30, 2012, we completed the divestitures of the Cole Haan and Umbro businesses, respectively,
allowing us to better focus our resources on driving growth in the NIKE, Jordan, Hurley and Converse brands.

Corporate Information
We were incorporated in 1967 under the laws of the State of Oregon. Our principal executive offices are located at One Bowerman
Drive, Beaverton, Oregon 97005-6453, and our telephone number is (503) 671-6453. We maintain web sites at www.nike.com and at
news.nike.com. Information contained in, or accessible through, our web sites is not incorporated into this prospectus supplement or the
accompanying prospectus.

S-2
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The section entitled "Description of Notes" in this prospectus supplement and the section entitled
"Description of Debt Securities" in the accompanying prospectus contain a more detailed description of the terms and conditions of the notes
and the indenture governing the notes. For purposes of this section entitled "--The Offering" and the section entitled "Description of Notes,"
references to "we," "us" and "our" refer only to NIKE, Inc. and not to its subsidiaries.

Issuer
NIKE, Inc.

Securities Offered
$1,000,000,000 aggregate principal amount of our 3.875% notes due November 1, 2045.

Maturity Date
The notes will mature on November 1, 2045.

Interest Rate
The notes will bear interest at a rate of 3.875% per annum.

Interest Payment Dates
We will pay interest on the notes on May 1 and November 1 of each year, beginning on
May 1, 2016.

Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our
other senior unsecured indebtedness from time to time outstanding. The notes will be
effectively subordinated to any secured debt we incur to the extent of the value of the
collateral securing such indebtedness and will be structurally subordinated to all future
and existing obligations of our subsidiaries.

Optional Redemption
We may, at our option, redeem the notes, in whole or in part, at any time at the
applicable redemption prices determined as set forth under the heading "Description of
Notes--Optional Redemption."

Certain Covenants
The indenture governing the notes will contain a covenant limiting our ability to
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consolidate or merge with, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of our and our subsidiaries' property and assets to, another person.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate
purposes.

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000
in excess thereof.

Form of Notes
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company ("DTC").
Investors may elect to hold the interests in the global notes through any of DTC, the
Euroclear System ("Euroclear"), or Clearstream Banking, S.A. ("Clearstream"), as
described under the heading "Description of Notes--Book-Entry; Delivery and Form;
Global Notes."

S-3
Table of Contents
Trading
The notes are new issues of securities with no established trading markets. We do not
intend to apply for listing of the notes on any securities exchange. The underwriters
have advised us that they intend to make a market in the notes, but they are not
obligated to do so and may discontinue market-making at any time without notice. See
"Underwriting" in this prospectus supplement for more information about possible
market-making by the underwriters.

Further Issuances
We may, without the consent of existing holders, create and issue additional notes
having the same terms as, and ranking equally and ratably with, the notes offered hereby
in all respects (except for the issue date and, if applicable, the payment of interest
accruing prior to the issue date of such additional notes and the first payment of interest
following the issue date of such additional notes). Such additional notes may be
consolidated and form a single series with the notes offered hereby; provided that if such
additional notes are not fungible with the notes offered hereby for U.S. federal income
tax purposes, such additional notes will have one or more separate CUSIP numbers.

Governing Law
New York law will govern the indenture and the notes.

Trustee
Deutsche Bank Trust Company Americas.

Risk Factors
You should consider carefully all the information set forth or incorporated by reference
in this prospectus supplement, the accompanying prospectus and any free writing
prospectus we have provided to you and, in particular, you should evaluate the specific
factors set forth under the heading "Risk Factors" beginning on page S-6 of this
prospectus supplement and in Item 1A of our Annual Report on Form 10-K for the
fiscal year ended May 31, 2015 before investing in any of the notes offered hereby.

S-4
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Summary Historical Financial Data
The following table presents our summary historical financial data. The consolidated balance sheet data and the consolidated statement of
income data as of and for each of the three years in the three-year period ended May 31, 2015 have been derived from our audited
consolidated financial statements and related notes, which are incorporated by reference in this prospectus supplement and/or the
accompanying prospectus. The consolidated balance sheet data as of August 31, 2015 and the consolidated statement of income data for the
three months ended August 31, 2015 and August 31, 2014 have been derived from our unaudited condensed consolidated financial statements
and related notes, which are incorporated by reference in this prospectus supplement and the accompanying prospectus. The unaudited
condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and,
in the opinion of our management, include all adjustments, consisting only of normal, recurring adjustments, necessary for the fair
presentation of the information set forth therein. The results of operations for interim periods are not necessarily indicative of the results to be
expected for the full fiscal year or any future period.
You should read the following summary historical financial data in conjunction with the section entitled "Capitalization" and our audited
consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2015, and our unaudited condensed consolidated
financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included in our Quarterly Report on Form 10-Q for the three months ended August 31, 2015, each of which is incorporated by reference in
this prospectus supplement and the accompanying prospectus.

For the Three Months Ended

For the Fiscal Year Ended

August 31,
August 31,
May 31,
May 31,
May 31,

2015

2014

2015

2014

2013

(unaudited)

(dollars in millions)

Consolidated Statement of Income Data:

Revenues

$
8,414
$
7,982
$30,601
$27,799
$25,313
Cost of sales

4,419

4,261
16,534
15,353
14,279

Gross profit

3,995

3,721
14,067
12,446
11,034
Total selling and administrative expenses

2,577

2,480
9,892
8,766
7,796
Interest expense (income), net

4

9

28

33

(3)
Other (income) expense, net

(31)

3

(58)

103

(15)

Income before income taxes

1,445

1,229
4,205
3,544
3,256
Income tax expense

266

267

932

851

805

Net income from continuing operations

$
1,179
$
962
$ 3,273
$ 2,693
$ 2,451

As of

As of May 31,

August 31,

2015

2015

2014

2013

(unaudited)

(dollars in millions)

Consolidated Balance Sheet Data:

Cash and equivalents and short-term investments

$
5,408
$ 5,924
$ 5,142
$ 5,965
Total current assets

15,238
15,976
13,696
13,630
Total assets

20,766
21,600
18,594
17,545
Total current liabilities

5,276
6,334
5,027
3,962
Long-term debt

1,079
1,079
1,199
1,210
Total liabilities

7,872
8,893
7,770
6,464
Total shareholders' equity

12,894
12,707
10,824
11,081

S-5
Table of Contents
RISK FACTORS
In addition to other information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
"free writing prospectus" we have provided to you, you should carefully consider the risks described below and in Item 1A of our Annual Report
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on Form 10-K for the fiscal year ended May 31, 2015, which is incorporated herein by reference and our other subsequent filings under the
Exchange Act, that are incorporated by reference in this prospectus supplement and the accompanying prospectus before making a decision to
invest in the notes. These risks are not the only ones faced by us. Additional risks not presently known to us or that we currently deem immaterial
could also materially and adversely affect our financial condition, results of operations, business and prospects. The trading prices of the notes
could decline due to the materialization of any of these risks, and you may lose all or part of your investment. This prospectus supplement, the
accompanying prospectus and the documents incorporated herein and therein by reference also contain forward-looking statements that involve
risks and uncertainties. Actual results and events could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the risks faced by us described below and elsewhere in this prospectus supplement, the accompanying prospectus and the
documents incorporated herein and therein by reference. Please refer to the section of this prospectus supplement entitled "Forward-Looking
Statements."
Risks Related to this Offering
The notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes will be obligations exclusively of NIKE, Inc. and not of any of our subsidiaries. A substantial portion of our operations is
conducted through our subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the notes or to make any
funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our
subsidiaries, all claims of creditors (including trade creditors) and preferred stockholders of our subsidiaries will have priority with respect to the
assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will
be structurally subordinated to the indebtedness and other liabilities of our subsidiaries and any subsidiaries that we may in the future acquire or
create.
Because the notes will not be secured, they will be subject to prior claims of any secured creditors, and if a default occurs, we may not have
sufficient funds to fulfill our obligations under the notes.
The notes will be our unsecured general obligations, ranking equally with our other senior unsecured indebtedness, including our 2.25%
notes due May 1, 2023 and our 3.625% notes due May 1, 2043. As of August 31, 2015, our total consolidated indebtedness was $1.208 billion and
we had $2.0 billion of availability under our revolving credit facility. The indenture governing the notes will permit us and our subsidiaries to incur
additional indebtedness, including secured debt. If we incur any secured debt, our assets will be subject to prior claims by our secured creditors to
the extent of the value of the assets securing such indebtedness. As of August 31, 2015, we had $86 million of secured indebtedness. In the event of
our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after
all debt secured by those assets has been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our
unsecured and unsubordinated creditors, including our trade creditors. If we incur any additional obligations that rank equally with the notes,
including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes and the previously issued
notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of
reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then
outstanding would remain unpaid.

S-6
Table of Contents
The limited covenants in the indenture that will govern the notes will not provide protection against many types of important corporate events
and may not protect your investment.
The indenture for the notes will not:

· require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, will

not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of
operations;

· restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries and therefore would be structurally senior to the notes;

· limit our ability to incur secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets

securing the indebtedness or to engage in sale and leaseback transactions;

· limit our ability to incur indebtedness that is equal or subordinate in right of payment to the notes;

· restrict our ability to repurchase our equity securities or prepay our other indebtedness;

· restrict our ability to make investments or pay dividends or make other payments in respect of our equity securities or our other

indebtedness;
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· restrict our ability to enter into highly leveraged transactions; or

· require us to make an offer to repurchase the notes in the event of a change in control transaction.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes will not
restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events, such as certain
acquisitions, refinancings or recapitalizations that could substantially and adversely affect our capital structure and the value of the notes. For these
reasons, you should not consider the covenants in the indenture as a significant factor in evaluating whether to invest in the notes.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may
be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in comparable securities at an effective interest rate as
high as that of the notes.
Changes in our credit ratings may adversely affect your investment in the notes.
We currently expect that, prior to issuance, the notes will be rated by one or more ratings agencies. The ratings of debt rating agencies
assigned to the notes are not recommendations to purchase, hold or sell the notes, inasmuch as the ratings do not comment as to market prices or
suitability for a particular investor, are limited in scope, and do not address all material risks relating to an investment in the notes, but rather reflect
only the view of each rating agency at the time the rating is issued. The ratings are based on current information furnished to the rating agencies by
us and information obtained by the rating agencies from other sources. An explanation of the significance of such ratings may be obtained from
such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will
not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. Actual or
anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade,
could affect the market value and liquidity of the notes and increase our corporate borrowing costs.

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There may not be an active market for the notes.
We cannot assure you that a trading market for the notes will ever develop or will be maintained. Further, there can be no assurance as to the
liquidity of any market that may develop for the notes, your ability to sell your notes or the prices at which you will be able to sell your notes.
Future trading prices of the notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations,
the then- current ratings assigned to the notes and the market for similar securities. Any trading market that develops would be affected by many
factors independent of and in addition to the foregoing, including the:

· propensity of existing holders to trade their positions in the notes;

· time remaining to the maturity of the notes;

· outstanding amount of the notes;

· redemption of notes; and

· level, direction and volatility of market interest rates generally and investors' and prospective investors' expectations with respect to the

foregoing.
The prices at which you will be able to sell your notes prior to maturity will depend on a number of factors and may be substantially less than
the amount you originally invest.
We believe that the value of the notes in any secondary market will be affected by interest rates, supply and demand for the notes and a
number of other factors. Some of these factors are interrelated in complex ways. As a result, the impact of any one factor on the market value of the
notes may be offset or magnified by the effect of another factor. An offsetting negative factor could, for example, entirely eliminate a positive
impact attributable to another factor. We expect that the market value of the notes will be affected by changes in U.S. interest rates. In general,
assuming all other conditions remain constant, if U.S. interest rates increase, the market value of the notes may decrease. Actual or anticipated
changes in our financial condition or results of operations may also affect the market value of the notes.

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