Obligation Tucson Power & Light 3.05% ( US898813AP54 ) en USD

Tucson Power & Light

99.98 % ▲

Etas-Unis

US898813AP54 ( en USD )

3.05% par an ( paiement semestriel )

14/03/2025 - Obligation échue

Prospectus brochure de l'obligation Tucson Electric Power Co US898813AP54 en USD 3.05%, échue

2 000 USD

300 000 000 USD

898813AP5

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Tucson Electric Power (TEP) est une entreprise de services publics d'électricité desservant le sud de l'Arizona, fournissant de l'électricité à plus de 400 000 clients résidentiels, commerciaux et industriels.

L'Obligation émise par Tucson Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US898813AP54, paye un coupon de 3.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2025

L'Obligation émise par Tucson Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US898813AP54, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Tucson Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US898813AP54, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d923015d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-204237

PROSPECTUS
TUCSON ELECTRIC POWER COMPANY
Offer to Exchange
$300,000,000 aggregate principal amount of 3.05% Senior Notes due 2025
For
$300,000,000 aggregate principal amount of 3.05% Senior Notes due 2025 registered under the Securities Act of 1933, as amended
We are offering to exchange all of our outstanding 3.05% Senior Notes due 2025 that were issued in a private placement on February 27,
2015, and which we refer to as the "old notes," for an equal aggregate amount of our 3.05% Senior Notes due 2025, which have been registered
with the Securities and Exchange Commission (the "SEC") and which we refer to as the "exchange notes." We refer to the old notes and the
exchange notes collectively as the "notes." If you participate in the exchange offer, you will receive registered 3.05% Senior Notes due 2025 for
your old 3.05% Senior Notes due 2025 that are properly tendered. The terms of the exchange notes are substantially identical to those of the old
notes, except that the transfer restrictions and registration rights relating to the old notes will not apply to the exchange notes. In addition, the
exchange notes bear a different CUSIP number than the old notes.
MATERIAL TERMS OF THE EXCHANGE OFFER
The exchange offer expires at 5:00 p.m., New York City time, on June 29, 2015, unless extended.
We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.
The only conditions to completing the exchange offer are that the exchange offer not violate any applicable law or applicable interpretation
of the staff of the SEC and no injunction, order or decree has been or is issued that would prohibit, prevent or materially impair our ability to
proceed with the exchange offer.
We will not receive any cash proceeds from the exchange offer.
There is no active trading market for the notes and we do not intend to list the exchange notes on any securities exchange or to seek approval
for quotations through any automated quotation system.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer acknowledges that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of exchange notes received by it in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make
this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution" beginning on page 142 of this
prospectus.
Investing in the exchange notes involves risks. See "Risk Factors" beginning on page 11 of this prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the exchange notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus is May 27, 2015
Table of Contents
TABLE OF CONTENTS

DEFINITIONS

1
PROSPECTUS SUMMARY

3
RISK FACTORS
11
FORWARD-LOOKING STATEMENTS
19
WHERE YOU CAN FIND MORE INFORMATION
19
THE EXCHANGE OFFER
20
USE OF PROCEEDS
27
CAPITALIZATION
27
RATIO OF EARNINGS TO FIXED CHARGES
27
BUSINESS
28
PROPERTIES
44
LEGAL PROCEEDINGS
46
SELECTED FINANCIAL DATA
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
49
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
80
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
84
EXECUTIVE COMPENSATION
90
UNS ENERGY CORPORATION 2015 SHARE UNIT PLAN
114
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
116
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
117
DESCRIPTION OF EXCHANGE NOTES
119
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
137
PLAN OF DISTRIBUTION
142
LEGAL MATTERS
143
EXPERTS
143
INDEX TO FINANCIAL STATEMENTS
144
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

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DEFINITIONS
The abbreviations and acronyms used in this prospectus are defined below:

2010 Credit Agreement
The 2010 Credit Agreement consists of a $200 million revolving credit and LOC facility together with an $82
million LOC facility to support tax-exempt bonds
2010 Reimbursement
Agreement
Reimbursement Agreement, dated December 14, 2010, between TEP, as borrower, and a financial institution
2013 Covenants Agreement
A Lender Rate Mode Covenants Agreement between TEP and the purchaser of $100 million of unsecured tax-
exempt bonds that were issued on behalf of TEP in November 2013 and sold in a private placement
2013 TEP Rate Order
A rate order issued by the ACC resulting in a new rate structure for TEP, effective July 1, 2013
2014 Credit Agreement
The 2014 Credit Agreement consists of a $130 million term loan commitment and a $70 million revolving credit
commitment
ACC
Arizona Corporation Commission
APS
Arizona Public Service Company
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BART
Best Available Retrofit Technology
Base O&M
A non-GAAP financial measure that represents the fundamental level of operating and maintenance expense related
to our business
Base Rates
The portion of TEP's Retail Rates attributed to generation, transmission, distribution, and customer costs. Base
Rates exclude authorized charges designed to recover specific costs that are passed through to customers including
fuel and purchased energy costs, energy efficiency program costs, certain environmental compliance costs, and a
portion of renewable energy costs
Btu
British thermal unit(s)
Cooling Degree Days
An index used to measure the impact of weather on energy usage calculated by subtracting 75 from the average of
the high and low daily temperatures
DG
Distributed Generation
DSM
Demand Side Management
ECA
Environmental Compliance Adjustor
EE
Energy Efficiency
FERC
Federal Energy Regulatory Commission
Fortis
Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador, Canada, whose
principal executive offices are located at Fortis Place, Suite 1100, 5 Springdale Street, St. John's, NL A1E 0E4
Four Corners
Four Corners Generating Station
GAAP
Generally Accepted Accounting Principles in the United States
GBtu
Billion British thermal units
GWh
Gigawatt-hour(s)
Gila River Unit 3
Unit 3 of the Gila River Generating Station
Heating Degree Days
An index used to measure the impact of weather on energy usage calculated by subtracting the average of the high
and low daily temperatures from 65
kV
Kilo-volt(s)
kWh
Kilowatt-hour(s)
LFCR
Lost Fixed Cost Recovery
LOC
Letter of Credit
Merger
The acquisition of UNS Energy in 2014 pursuant to the Agreement and Plan of Merger between UNS Energy and
FortisUS Inc.
MMBtu
Million British thermal units
MW
Megawatt(s)
MWh
Megawatt-hour(s)

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Navajo
Navajo Generating Station
PNM
Public Service Company of New Mexico
PPA
Power Purchase Agreement
PPFAC
Purchased Power and Fuel Adjustment Clause
ppb
Parts per billion
REC
Renewable Energy Credit
Regional Haze Rules
Rules promulgated by the EPA to improve visibility at national parks and wilderness areas
RES
Renewable Energy Standard
Retail Rates
Rates designed to allow a regulated utility an opportunity to recover its reasonable operating and capital costs and
earn a return on its utility plant in service
San Juan
San Juan Generating Station
SCR
Selective Catalytic Reduction
SES
Southwest Energy Solutions, Inc.
SJCC
San Juan Coal Company
SNCR
Selective Non-Catalytic Reduction
Springerville
Springerville Generating Station
Springerville Coal
Coal handling facilities at Springerville used by all four Springerville units
Handling Facilities
Springerville Coal
Leases for coal handling facilities at Springerville used in common by all four Springerville units
Handling Facilities Leases
Springerville Common
Facilities at Springerville used in common by all four Springerville units
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Facilities
Springerville Common
Leveraged lease arrangements relating to an undivided one-half interest in certain Springerville Common Facilities
Facilities Leases
Springerville Unit 1
Unit 1 of the Springerville Generating Station
Springerville Unit 1
Leveraged lease arrangement relating to Springerville Unit 1 and an
Leases
undivided one-half interest in certain Springerville Common Facilities
Springerville Unit 2
Unit 2 of the Springerville Generating Station
Springerville Unit 3
Unit 3 of the Springerville Generating Station
Springerville Unit 4
Unit 4 of the Springerville Generating Station
SRP
Salt River Project Agricultural Improvement and Power District
Sundt
H. Wilson Sundt Generating Station
Sundt Unit 4
Unit 4 of the H. Wilson Sundt Generating Station
TEP
Tucson Electric Power Company, the principal subsidiary of UNS Energy Corporation
Third-Party Owners
Wilmington Trust Company and William J. Wade, as Owner Trustee and Co-trustee under a separate trust agreement
with each of the remaining two owner participants, Alterna Springerville LLC (Alterna) and LDVF1 TEP LLC
(LDVF1) (Alterna and LDVF1, together with the Owner Trustees and Co-trustees, the Third-Party Owners)
Tri-State
Tri-State Generation and Transmission Association, Inc.
UNS Electric
UNS Electric, Inc., an indirect wholly-owned subsidiary of UNS Energy
UNS Energy
UNS Energy Corporation, the parent company of TEP, whose principal executive offices are located at 88 East
Broadway Boulevard, Tucson, Arizona 85701
UNS Energy affiliates
Affiliated subsidiaries of UNS Energy including UNS Electric, Inc., UNS Gas, Inc., and Southwest Energy
Solutions, Inc.
UNS Gas
UNS Gas, Inc., an indirect wholly-owned subsidiary of UNS Energy

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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that is
important to you, and it is qualified in its entirety by the more detailed information and financial statements, including the notes to those
financial statements, appearing elsewhere in this prospectus. Before making an investment decision, we encourage you to consider the
information contained in this prospectus, including the risks discussed under the heading "Risk Factors" beginning on page 11 of this
prospectus.
The Company
We were incorporated in the State of Arizona in 1963. We are a vertically integrated utility that provides regulated electric service to
approximately 417,000 retail customers in southeastern Arizona. Our service territory covers 1,155 square miles and includes a population of
approximately one million people in the greater Tucson metropolitan area in Pima County, as well as parts of Cochise County. We provide
electric utility service to a diverse group of residential, commercial, industrial, and public sector customers. Major industries served include
copper mining, cement manufacturing, defense, health care, education, military bases and other governmental entities. We also sell electricity
to other utilities and power marketing entities, located primarily in the western United States.
We are a wholly-owned subsidiary of UNS Energy Corporation, or UNS Energy, a utility services holding company. UNS Energy is an
indirect wholly-owned subsidiary of Fortis Inc., which is a leader in the North American electric and gas utility business.
At March 31, 2015, we owned 2,448 MW of nominal generating capability.
Our principal executive offices are located at 88 East Broadway Boulevard, Tucson, Arizona 85701. Our telephone number is (520) 571-
4000.

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Table of Contents
Summary of the Terms of the Exchange Offer
The following summary contains basic information about the exchange offer. It does not contain all the information that may be
important to you. For a more complete description of the exchange offer, you should read the discussions under the heading "The Exchange
Offer."

Exchange Notes
$300,000,000 aggregate principal amount of 3.05% Senior Notes due 2025. The terms of
the exchange notes are substantially identical to those of the old notes, except that the
transfer restrictions and registration rights relating to the old notes will not apply to the
exchange notes, and the exchange notes will not provide for the payment of additional
interest in the event of a registration default. In addition, the exchange notes bear a
different CUSIP number than the old notes.

Old Notes
$300,000,000 aggregate principal amount of 3.05% Senior Notes due 2025, which were
issued in a private placement on February 27, 2015.

The Exchange Offer
We are offering to exchange the exchange notes for a like principal amount of the old
notes.

In the exchange offer, we will exchange registered 3.05% Senior Notes due 2025 for old
3.05% Senior Notes due 2025.

We will accept any and all old notes validly tendered and not withdrawn prior to 5:00
p.m., New York City time, on June 29, 2015. Holders may tender some or all of their

old notes pursuant to the exchange offer. However, old notes may be tendered only in
denominations of $2,000 and integral multiples of $1,000.

In order to be exchanged, an outstanding old note must be properly tendered and
accepted. All old notes that are validly tendered and not withdrawn will be
exchanged. As of the date of this prospectus, there are $300,000,000 aggregate principal

amount of 3.05% Senior Notes due 2025 outstanding. We will issue exchange notes
promptly after the expiration of the exchange offer. See "The Exchange Offer--Terms
of the Exchange Offer."

Registration Rights Agreement
In connection with the private placement of the old notes, we entered into a registration
rights agreement with Mitsubishi UFJ Securities (USA), Inc., SunTrust Robinson
Humphrey, Inc. and U.S. Bancorp Investments, Inc. as representatives of the several
initial purchasers (the "Initial Purchasers"). Under the registration rights agreement, you
are entitled to exchange your old notes for exchange notes with substantially identical
terms. This exchange offer is intended to satisfy these rights. After the exchange offer is
complete, except as set forth in the next paragraph, you will no longer be entitled to any
exchange or registration rights with respect to your old notes.

The registration rights agreement requires us to file a registration statement for a

continuous offering in accordance with Rule 415 under the Securities Act for your
benefit if you would not receive

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freely tradable exchange notes in the exchange offer or you are ineligible to participate

in the exchange offer, provided that you indicate that you wish to have your old notes
registered under the Securities Act.

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Resales of the Exchange Notes
We believe that the exchange notes issued in the exchange offer may be offered for
resale, resold or otherwise transferred by you without compliance with the registration
and prospectus delivery requirements of the Securities Act as long as:

(1)
you are acquiring the exchange notes in the ordinary course of your business;

(2)
you are not engaging in and do not intend to engage in a distribution of the

exchange notes;

(3)
you do not have an arrangement or understanding with any person or entity to

participate in the distribution of the exchange notes; and

(4)
you are not our "affiliate" as that term is defined in Rule 405 under the Securities

Act.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action
letters issued to third parties unrelated to us. We have not asked the staff for a no-action

letter in connection with this exchange offer, however, and we cannot assure you that
the staff would make a similar determination with respect to the exchange offer.

If you are an affiliate of ours, or are engaging in or intend to engage in or have any

arrangement or understanding with any person to participate in the distribution of the
exchange notes:

· you cannot rely on the applicable interpretations of the staff of the SEC;

· you will not be entitled to participate in the exchange offer; and

· you must comply with the registration and prospectus delivery requirements of the

Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in the exchange
offer for old notes that were acquired as a result of market-making or other trading

activities must acknowledge that it will comply with the prospectus delivery
requirements of the Securities Act in connection with any offer to resell or other transfer
of the exchange notes issued in the exchange offer.

Furthermore, any broker-dealer that acquired any of its old notes directly from us, in the

absence of an exemption therefrom,

· may not rely on the applicable interpretation of the staff of the SEC's position

contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988),
Morgan, Stanley & Co. Inc.,

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SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action

letter (July 2, 1993); and

· must comply with the registration and prospectus delivery requirements of the

Securities Act in connection with any resale of the exchange notes.

See "Plan of Distribution."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on June 29, 2015,
unless we decide to extend the exchange offer. We do not intend to extend the exchange
offer, although we reserve the right to do so.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, including that it not violate any
applicable law or any applicable interpretation of the staff of the SEC. The exchange
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offer is not conditioned upon any minimum principal amount of private notes being
tendered for exchange. See "The Exchange Offer--Conditions."

Procedures for Tendering Old Notes
The old notes were issued as global securities in fully registered form without coupons.
Beneficial interests in the old notes that are held by direct or indirect participants in The
Depository Trust Company ("DTC") through certificateless depositary interests are
shown on, and transfers of the old notes can be made only through, records maintained
in book-entry form by DTC with respect to its participants.

If you wish to exchange your old notes for exchange notes pursuant to the exchange

offer, you must transmit to U.S. Bank National Association, as exchange agent, on or
prior to the expiration of the exchange offer, either:

a computer-generated message transmitted through DTC's Automated Tender Offer
Program system ("ATOP") and received by the exchange agent and forming a part of a

confirmation of book-entry transfer in which you acknowledge and agree to be bound
by the terms of the letter of transmittal; or

a properly completed and duly executed letter of transmittal, which accompanies this
prospectus, or a facsimile of the letter of transmittal, together with your old notes and

any other required documentation, to the exchange agent at its address listed in this
prospectus and on the front cover of the letter of transmittal.

By delivering a computer-generated message through DTC's ATOP system, you will

represent to us, as set forth in the letter of transmittal, among other things, that:

· any exchange notes received by you will be acquired in the ordinary course of

your business;

· at the time of commencement of the exchange offer, you had no arrangements or

understandings with any person to participate in the distribution of any notes;

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· you are not an affiliate of Tucson Electric Power Company or, if you are an

affiliate, you will comply with the registration and prospectus delivery
requirements of the Securities Act;

· if you are not a broker-dealer, that you are not engaged in, and do not intend to

engage in, the distribution of any exchange notes; and

· if you are a broker-dealer, that you will receive exchange notes for your own
account in exchange for old notes that were acquired as a result of market-making

activities or other trading activities and that you will be required to acknowledge
that you will deliver a prospectus in connection with any resale of such exchange
notes.

Special Procedures for Beneficial Owners
If you are the beneficial owner of old notes that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you wish to tender your
old notes in the exchange offer, you should promptly contact the person in whose name
your old notes are registered and instruct that person to tender on your behalf. If you
wish to tender on your own behalf, you must, prior to completing and executing the
letter of transmittal and delivering your notes, either make appropriate arrangements to
register ownership of the old notes in your name or obtain a properly completed bond
power from the person in whose name your old notes are registered. The transfer of
registered ownership may take considerable time. See "The Exchange Offer--
Procedures for Tendering."

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Acceptance of Old Notes and Delivery of Exchange
Except under the circumstances summarized above under "Conditions to the Exchange
Notes
Offer," we will accept for exchange any and all old notes that are properly tendered in
the exchange offer prior to 5:00 p.m., New York City time, on the expiration date for
the exchange offer. The exchange notes to be issued to you in an exchange offer will be
delivered promptly following the expiration of the exchange offer. See "The Exchange
Offer--Terms of the Exchange Offer."

Withdrawal Rights
You may withdraw any tender of your old notes at any time prior to 5:00 p.m., New
York City time, on the expiration date of the exchange offer. We will return to you any
old notes not accepted for exchange for any reason without expense to you as promptly
as we can after the expiration or termination of the exchange offer. See "The Exchange
Offer--Withdrawal Rights."

Exchange Agent
U.S. Bank National Association, the trustee under the indenture governing the notes, is
serving as the exchange agent in connection with the exchange offer.

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Consequences of Failure to Exchange
If you do not participate or properly tender your old notes in the exchange offer:

· you will retain old notes that are not registered under the Securities Act and that

will continue to be subject to restrictions on transfer that are described in the
legend on the old notes;

· you will not be able, except in very limited instances, to require us to register your

old notes under the Securities Act;

· you will not be able to offer to resell or transfer your old notes unless they are

registered under the Securities Act or unless you offer to resell or transfer them
pursuant to an exemption under the Securities Act; and

· the trading market for your old notes will become more limited to the extent that

other holders of old notes participate in the exchange offer.

Federal Income Tax Consequences
Your exchange of old notes for exchange notes in the exchange offer will not result in
any gain or loss to you for U.S. federal income tax purposes. See "Material United
States Federal Income Tax Considerations."

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Summary of the Terms of the Exchange Notes
The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject
to important limitations and exceptions. The "Description of Exchange Notes" section of this prospectus contains a more detailed description
of the terms and conditions of the exchange notes. For purposes of this portion of the Summary, references to "the Company," "we," "our"
and "us" refer only to Tucson Electric Power Company, and not to its subsidiaries.

Issuer
Tucson Electric Power Company

Securities Offered
$300.0 million aggregate principal amount of 3.05% Senior Notes due 2025
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Maturity Date
The exchange notes will mature on March 15, 2025.

Interest Rate
Interest on the exchange notes will accrue at a rate of 3.05% per annum.

Interest Payment Dates
Interest on the exchange notes began accruing on February 27, 2015 and will be payable
semi-annually in arrears on each March 15 and September 15, beginning on
September 15, 2015, and at maturity.

Optional Redemption
We may redeem the notes at any time or from time to time, in whole or in part, at the
applicable redemption price as described under the heading "Description of Notes--
Optional Redemption" herein.

Security and Ranking
The exchange notes will be our direct unsecured and unsubordinated general obligations
and will rank equally with all of our other existing and future unsecured and
unsubordinated debt, will be senior in right of payment to any subordinated debt that we
may issue in the future and will be junior to any of our existing and future secured debt
to the extent of the value of the collateral securing such secured debt. In 2013, we retired
all mortgage bonds which had been outstanding under our indenture of mortgage and
deed of trust, dated as of December 1, 1992, to The Bank of New York Mellon,
successor trustee, as amended and supplemented, and discharged the lien and security
interest on our utility assets created thereunder. See "Description of Notes--Ranking"
herein.

Limitation on Secured Debt
As long as the exchange notes are outstanding, we will not create, issue, incur or assume
any debt secured by a lien upon any of our property (other than Excepted Property, as
described below), except for certain permitted secured debt, unless the notes are also
secured by that lien. See "Description of Notes--Limitation on Secured Debt" herein.

Sinking Fund
There is no sinking fund for the exchange notes.

Additional Issuances
We may from time to time, without the consent of the holders of the notes, create and
issue additional notes having the same terms and

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conditions as the notes in all respects, except for the issue date, public offering price

and, if applicable, the first interest payment date, so that the additional issuance is
consolidated and forms a single series with the previously outstanding notes.

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes pursuant
to the exchange offer. In consideration for issuing the exchange notes as contemplated
in this prospectus, we will receive in exchange a like principal amount of outstanding
old notes, the terms of which are substantially identical to the exchange notes. The
outstanding old notes surrendered in exchange for the exchange notes will be retired and
cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will
not result in any change in our capitalization. We have agreed to bear the expenses of
the exchange offer. No underwriter is being used in connection with the exchange offer.

Book-Entry Form
The exchange notes will be issued in book-entry form and will be represented by
permanent global certificates deposited with, or on behalf of, The Depository Trust
Company, which we refer to as DTC, and registered in the name of Cede & Co., as
nominee of DTC. Beneficial interests in any of the exchange notes will be shown on,
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and transfers will be effected only through, records maintained by DTC or its nominee,
and any such interest may not be exchanged for certificated securities, except in limited
circumstances described herein. See "Description of Exchange Notes--Book-Entry
System."

Material United States Federal Income Tax
Holders are urged to consult their own tax advisors with respect to the U.S. federal,
Considerations
state, local and foreign tax considerations related to the purchase, ownership and
disposition of the exchange notes. See "Material United States Federal Income Tax
Considerations."

Trustee
The trustee for the exchange notes will be U.S. Bank National Association.

Governing Law
The indenture and the old notes are, and the exchange notes will be, governed by the
laws of the State of New York without regard to conflict of laws principles thereof.

Risk Factors
You should refer to the section entitled "Risk Factors" and other information included in
this prospectus for an explanation of certain risks of investing in the notes.

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RISK FACTORS
In addition to the other information included in this prospectus, including the matters addressed under "Forward-Looking Statements," you
should carefully consider the following risk factors before investing in the exchange notes.
We are subject to certain risks due to the nature of the business activities we conduct. The risks discussed below, any of which could
materially and adversely affect our business, financial condition, liquidity, cash flows and results of operations, are not the only risks we face. We
may experience additional risks and uncertainties not currently known to us; or, as a result of developments occurring in the future, conditions
that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, liquidity, cash flows and
results of operations.
RISKS RELATED TO THE EXCHANGE NOTES
We may be able to issue substantially more debt.
The indenture does not limit the amount of unsecured indebtedness we may issue. The indenture also permits us to incur secured debt, subject
to certain limitations, as described further under "Description of Exchange Notes - Limitation on Secured Debt" herein.
In the event of a bankruptcy or insolvency, holders of our secured indebtedness, if any, and other secured obligations will have a prior secured
claim to any collateral securing such indebtedness or other obligations.
Holders of our secured indebtedness, if any, will have claims that are prior to your claims as holders of the exchange notes to the extent of the
value of the assets securing that other indebtedness. Our rights to incur secured indebtedness are described under "Description of Exchange Notes
Limitation on Secured Debt".
Accordingly, in the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization,
or other bankruptcy proceeding, holders of secured indebtedness will have a prior claim to those of our assets that constitute their collateral.
Holders of the exchange notes will participate in our remaining assets ratably with all holders of our unsecured and unsubordinated indebtedness
that is deemed to be of the same class as the exchange notes, and potentially with all our other general creditors, based upon the respective amounts
owed to each holder or creditor. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the
exchange notes.
If an active trading market does not develop for the exchange notes, you may be unable to sell the exchange notes or to sell them at a price you
deem sufficient.
The exchange notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the exchange
http://www.sec.gov/Archives/edgar/data/100122/000119312515202958/d923015d424b3.htm[5/28/2015 10:49:08 AM]

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