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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-224749
This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be
changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 26, 2020
Prospectus Supplement to Prospectus dated May 8, 2018.
$
Target Corporation
$ % Notes due 20
$ % Notes due 20
Target Corporation is offering $ aggregate principal amount of our %
notes due 20 (the
"20 notes") and $ aggregate principal amount of our % notes
due 20 (the
"20 notes," and, together with the 20 notes, the "notes").
Target
will pay interest on the 20 notes at a rate equal to % per annum, and will pay such interest
on and
of each year,
beginning , 2020. The
20 notes will mature on ,
20 . Target will pay interest on the 20 notes at a rate equal to
% per annum, and will pay such interest
on and
of each year, beginning , 2020. The
20 notes will mature on ,
20 .
We
may redeem the notes, at our option at any time, either in whole or in part, at the redemption prices described in this prospectus supplement. If a change of control triggering event
as described herein occurs with respect to either series of notes, unless we have exercised our option to redeem such notes, we will be required to offer to repurchase such notes at the applicable
price described in this prospectus supplement.
Investing in our securities involves risks. See "Risk Factors" on page S-5 of this prospectus supplement along with the other information
contained or incorporated by reference in this prospectus supplement before you make your investment decision.
The notes are being offered for sale in the United States and certain jurisdictions outside the United States in which it is lawful to make such
offers. The notes will not be listed on any securities exchange.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed on the accuracy or adequacy
of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Public offering price
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Underwriting
discount
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Proceeds, before
expenses, to
Target Corporation
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Per 20 note
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%
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%
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%
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Per 20 note
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%
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%
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%
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Total
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$
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$
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$
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The
public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue
from , 2020.
The
notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, including for the accounts of Euroclear Bank SA/NV, as operator of the
Euroclear System, or Clearstream Banking, S.A., against payment in New York, New York on or about ,
2020.
Joint Book-Running Managers
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BofA Securities
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Citigroup
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Goldman Sachs & Co. LLC
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US Bancorp
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Prospectus Supplement dated March , 2020.
Table of Contents
TABLE OF CONTENTS
You
should read this prospectus supplement, the accompanying prospectus dated May 8, 2018, any free writing prospectus provided in connection with the offering and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus form one single document and both contain
information you should consider together with any free writing prospectus provided in connection with the offering when making your investment decision. You should rely only on the information
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus provided in connection with the offering. We have not authorized
anyone to provide you with information that is different. If the information contained in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement. The information in this prospectus supplement and the accompanying prospectus may only be accurate as of their respective dates.
The
distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus supplement and the accompanying prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus
do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
S-1
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THE COMPANY
We offer our customers, referred to as "guests," everyday essentials and fashionable,
differentiated merchandise at discounted prices. Our ability to deliver a preferred shopping experience to our guests is supported by our supply chain and technology, our devotion to innovation, our
loyalty offerings and suite of fulfillment options, and our disciplined approach to managing our business and investing in future growth. We operate as a single segment designed to enable guests to
purchase products seamlessly in stores or through our digital channels. Since 1946, we have given 5 percent of our profit to communities.
When
we refer to "our company," "we,"
"our" and "us" in this prospectus supplement, we mean only Target Corporation, and not Target
Corporation together with its subsidiaries, unless the context indicates otherwise.
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RECENT DEVELOPMENTS
On March 11, 2020 the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic, and on March 13,
2020 the United States declared a national emergency. States and cities have taken various measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or
requiring citizens to avoid large gatherings. We have implemented more rigorous cleaning processes and safety measures in our stores and distribution centers, increased pay for front-line team
members, and enhanced team member benefits. To date all of our stores and distribution centers remain open; however, if governmental closure mandates become more severe, or if we are unable to
maintain adequate staffing, we may be forced to temporarily close or curtail parts of our operations.
In
addition, we have adjusted the expected timing of some strategic initiatives to support our team and minimize potential disruptions in their work to serve our guests. We have modified
plans for our previously announced remodel program and now anticipate approximately 130 remodels in 2020, down from the previous expectation of approximately 300, with the remainder moved into 2021.
Similarly, we now expect to open 15-20 new small format stores in 2020, rather than the 36 previously announced, with the remainder moved into fiscal 2021. In addition, the effort to incorporate fresh
grocery and adult beverages into our Drive Up and Order Pickup services is temporarily on hold. While we will continue to invest in our business and team, we have suspended share repurchase activity
in the current environment.
As
the COVID-19 crisis has evolved, we have experienced unusually strong traffic and sales, particularly in stores and same-day services, as guests rely on Target for essential items
like food, medicine, cleaning products, and pantry stock-up items. For the month of February 2020, comparable sales increased 3.8 percent. From March 1, 2020 until March 21, 2020,
comparable sales increased more than 20 percent. Contributing to this increase, we have experienced comparable sales increases of more than 50 percent in the Beauty & Household
Essentials and Food & Beverage categories, partially offset by comparable sales declines of more than 20 percent in our Apparel & Accessories category. Additionally, we have
experienced comparable sales increases in portions of our Hardlines category that supports in-home activities, such as home office and entertainment.
Given
the highly fluid and uncertain outlook for consumer shopping patterns and government policy related to COVID-19, we are unable to predict whether these sales trends will continue
or new sales trendsincluding the possibility of significant sales reductionswill emerge.
Stronger-than-anticipated
quarter-to-date sales have led to gross margin dollar growth ahead of prior expectations. Continued sales declines in higher-margin discretionary categories and
possible softening sales trends generally could result in lower-than-expected gross margin dollar performance for the remainder of the quarter, fiscal 2020, and beyond.
In
addition, certain first quarter 2020 costs are anticipated to be higher than prior expectations, driven by investments in pay and benefits, the spike in merchandise volume in stores
and the supply chain, and the impact of additional hours dedicated to more rigorous cleaning routines in stores and distribution centers across the country. Collectively, these changes are expected to
add more than $300 million of incremental costs for the first quarter of 2020. We may incur additional expenses, which could be material, in future periods as the COVID-19 situation continues
to unfold.
The
rapid development and fluidity of this situation precludes any prediction as to the ultimate impact of COVID-19 on our business, financial condition and financial performance, which
could be material.
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes (before expenses but after deducting the underwriting discount) for general
corporate purposes.
S-4
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RISK FACTORS
You should carefully consider all the information set forth in this prospectus supplement, the accompanying prospectus and the other documents
incorporated by reference herein and therein before deciding to invest in the notes. In particular, we urge you to consider carefully the factors set forth under "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended February 1,
2020, incorporated by reference herein, and any updates thereto in our subsequent filings with the Securities and Exchange Commission (the "10-K Risk
Factors").
In
reviewing these risk factors, you should consider the ongoing COVID-19 pandemic and its consequences, which implicate, and may amplify, the risks and uncertainties facing our business
and their potential impact on our business, financial position and results of operations. The implicated risk
factors may include, among others, those detailed in the 10-K Risk Factors under the following subheadings:
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Our earnings depend on the state of macroeconomic conditions and consumer confidence in the U.S.
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Changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our supply chain or increased commodity or
supply chain costs could adversely affect our results of operations.
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Uncharacteristic or significant weather conditions, natural disasters, and other catastrophic events could adversely affect our results of
operations.
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We rely on a large, global and changing workforce of team members, contractors and temporary staffing. If we do not effectively manage our
workforce and the concentration of work in certain global locations, our labor costs and results of operations could be adversely affected.
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If we do not anticipate and respond quickly to changing consumer preferences, our sales and profitability could suffer.
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If we are unable to successfully provide a relevant and reliable experience for our guests across multiple channels, our sales, results of
operations and reputation could be adversely affected.
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If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected.
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A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our
operations and negatively affect our guests.
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If we are unable to access the capital markets or obtain bank credit, our financial position, liquidity, and results of operations could
suffer.
For
information about the COVID-19 pandemic's risks, uncertainties, and impact to date, please see the "Recent Developments" section of this prospectus supplement.
S-5
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DESCRIPTION OF NOTES
The following discussion of the terms of the notes supplements the description of the general terms and provisions of
the debt securities contained in the accompanying prospectus and identifies any general terms and provisions described in the accompanying prospectus that will not apply to the notes. Certain terms
used but not defined in this prospectus supplement have the meanings specified in the accompanying prospectus. In this prospectus supplement, we refer to the % Notes due 20
as the "20 notes," the % Notes due 20 as the "20 notes," and the 20 notes and
20 Notes together
as the "notes."
General
The 20 notes will be issued in an initial aggregate principal amount of $ and the
20 notes will be
issued in an initial aggregate principal amount of $ . We will issue the notes under an indenture, dated as of August 4, 2000 between us and The Bank of New York Mellon Trust
Company, N.A. (as successor to Bank One Trust Company, N.A.), as trustee, as supplemented by the first supplemental indenture dated as of May 1, 2007 (the
"indenture"). You should read the accompanying prospectus for a general discussion of the terms and provisions of the indenture.
The
20 notes will mature at 100% of their principal amount on , 20 . The 20 notes will mature at 100% of their
principal amount
on , 20 . The notes will not be listed on any securities exchange.
The
notes will be issued in denominations of $2,000 each and integral multiples of $1,000 in excess thereof.
Interest
The 20 notes will bear interest at a rate of % per annum
from , 2020 or from the most recent
interest payment date on which we paid or provided for interest on the notes. The interest payment dates for the 20 notes will be
each and , beginning
, 2020.
The
20 notes will bear interest at a rate of % per annum from , 2020 or from the most recent interest payment date on which
we paid or
provided for interest on the notes. The interest payment dates for the 20 notes will be
each and , beginning , 2020.
See
"Description of Debt SecuritiesInterest and Principal Payments" and "Fixed Rate Debt Securities" in the accompanying prospectus.
Optional Redemption
We may redeem the notes at our option (as described under "Description of Debt SecuritiesRedemption and
RepaymentOptional Redemption By Us" and "Optional Make-Whole Redemption of Debt Securities" in the accompanying prospectus), on at least 10 days', but no more than
45 days', prior written notice sent (or otherwise delivered in accordance with the applicable procedures of DTC) to each holder of the notes to be redeemed, either in whole at any time or in
part from time to time prior to the applicable par call date (defined below), at a redemption price for the notes to be redeemed on any redemption date equal to the greater of the following
amounts:
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100% of the principal amount of the notes being redeemed on the redemption date; or
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the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if the notes being
redeemed on that redemption date matured on the applicable par call date (excluding interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a discount rate equal to the treasury rate, plus basis points with respect to the 20 notes and basis points with
respect to the 20 notes;
S-6
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plus,
in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.
In
addition, we may redeem all or part of the notes, on at least 10 days', but no more than 45 days', prior written notice sent (or otherwise delivered in accordance with
the applicable procedures of DTC) to each holder of the notes to be redeemed, at any time or from time to time on and after the applicable par call date, at our option, at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.
The
"applicable par call date" means, in the case of the 20 notes, , 20
(
months prior to the maturity date of the 20 notes) or, in the case of the 20 notes, , 20
( months prior to the maturity date
of the 20 notes).
Any
redemption of the notes may, at our discretion, be subject to one or more conditions precedent. Any related written notice of redemption will describe the conditions precedent and,
at our discretion, will indicate that the redemption date may be delayed or the written notice rescinded if all such conditions precedent shall not have been satisfied or waived by us.
For
purposes of determining the redemption price with respect to the notes, the definitions of terms not defined herein are set forth in the accompanying prospectus under "Description of
Debt SecuritiesRedemption and RepaymentOptional Make-Whole Redemption of Debt Securities."
The
quotation agent will be a primary treasury dealer selected by us.
Change of Control Offer
If a change of control triggering event occurs with respect to either series of notes, unless we have exercised our option to redeem such notes,
we will be required to make an offer (a "change of control offer") to each holder of the notes with respect to which such change of control triggering
event has occurred to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in such notes. In a change of
control offer, we will be required to offer the applicable change of control payment. Within 30 days following any change of control triggering event or, at our option, prior to any change of
control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be sent to holders of such series of notes, describing the transaction
that constitutes or may constitute the change of control triggering event and offering to repurchase such notes on the date specified in the notice, which date will be no earlier than 30 days
and no later than 60 days from the date such notice is sent (a "change of control payment date"). The notice will, if sent prior to the date of
consummation of the change of control, state that the change of control offer is conditioned on the change of control triggering event occurring on or prior to the applicable change of control payment
date.
On
each change of control payment date, we will, to the extent lawful:
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accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;
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deposit with the paying agent an amount equal to the change of control payment in respect of such notes, or portions of such notes properly
tendered; and
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deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the aggregate
principal amount of notes or portions of notes being repurchased.
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We
will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by us and the third party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase
any notes if there has occurred and is continuing on the change of control payment date an event of default under the indenture, other than a default in the payment of a change of control payment upon
a change of control triggering event.
We
will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change of control
triggering event. To the extent that the provisions of any such securities laws or regulations conflict with the change of control offer provisions of the notes, we will comply with those securities
laws and regulations and will not be deemed to have breached our obligations under the change of control offer provisions of the notes by virtue of any such conflict.
For
purposes of the change of control offer provisions of the notes, the following terms will be applicable:
"Change of control" means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as
a whole, to any person, other than our company or one of our subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of
which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding voting stock or
other voting stock into which our voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) we consolidate with, or merge with
or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding voting stock or the voting stock of such
other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our voting stock outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person or any direct or indirect parent company of the surviving person immediately
after giving effect to such transaction; or (4) the adoption of a plan relating to our liquidation or dissolution. Notwithstanding the foregoing, a transaction will not be deemed to involve a
change of control under clause (2) above if (i) we become a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the voting stock
of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following
that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such
holding company. The term "person," as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
"Change of control payment" means a payment in cash equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued
and unpaid interest, if any, on such notes to the date of repurchase.
"Change of control triggering event" means, with respect to either series of notes, the occurrence of both a change of control and a
rating event with respect to such series of notes.
"Fitch" means Fitch Ratings, Inc., and its successors.
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"Investment grade rating" means a rating equal to or higher than BBB (or the equivalent) by Fitch, Baa3 (or the
equivalent) by Moody's and BBB (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us.
"Moody's" means Moody's Investors Service, Inc., and its successors.
"Rating agencies" means (1) each of Fitch, Moody's and S&P; and (2) if any of Fitch, Moody's or S&P ceases to rate the notes
or fails to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of
the Exchange Act selected by us (as certified by a resolution of our Board of Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as the case may be.
"Rating event" means, with respect to either series of notes, the rating on such notes is lowered by at least two of the three rating
agencies and such notes are rated below an investment grade rating by at least two of the three rating agencies on any day during the period (which period will be extended so long as the rating of
such notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a change of
control or our intention to effect a change of control and ending 60 days following consummation of such change of control.
"S&P" means S&P Global Ratings, a division of S&P Global Inc., and its successors.
"Voting stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of
any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
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SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSEQUENCES
Notwithstanding anything to the contrary in the accompanying prospectus, pursuant to recently issued proposed Treasury Regulations regarding
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (commonly referred to as FATCA), "withholdable payments" will not include gross proceeds from the sale of the
notes. Although these recent Treasury
Regulations are not final, holders generally may rely on them until final Treasury Regulations are issued. For a further discussion of FATCA, see "Material U.S. Federal Income Tax
ConsequencesLegislation Affecting Taxation of Debt Securities Held by or through Foreign Entities" in the accompanying prospectus.
Additional
tax considerations are discussed under "Material U.S. Federal Income Tax Consequences" in the accompanying prospectus.
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UNDERWRITING
We and the underwriters for the offering named below have entered into an underwriting agreement dated March , 2020, with
respect to the notes. Subject to certain conditions, each underwriter has severally, and not jointly, agreed to purchase, and we have agreed to sell to each underwriter, the total principal amount of
notes shown in the following table.
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Underwriters
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Principal
Amount of
20 Notes
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Principal
Amount of
20 Notes
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BofA Securities, Inc.
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$
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$
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Citigroup Global Markets Inc.
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Goldman Sachs & Co. LLC
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U.S. Bancorp Investments, Inc.
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Total
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$
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$
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Notes
sold by the underwriters to the public initially will be offered at the public offering prices set forth on the cover of this prospectus supplement. Any notes sold by the
underwriters to securities dealers may be sold at a discount from the public offering price of up to % of the principal amount of the 20 notes in the case of the
20 notes or of up to % of the principal amount of the 20 notes in the case of the 20 notes. Any such securities
dealers may
resell the notes purchased from the underwriters to certain other brokers or dealers at a discount from the public offering price of up to % of the principal amount of the
20 notes in the case of the 20 notes or of up to % of the principal amount of the 20 notes in the case of the
20 notes. If all the notes are not sold at the public offering prices, the underwriters may change such offering prices and the other selling terms. The offering of the notes by
the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.
Each
series of notes is a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the notes, but they
are not obligated to do so and may discontinue such market-making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
In
connection with the offering, the underwriters may purchase and sell the notes in the open market. These transactions may include short sales, stabilizing transactions and purchases
to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions
consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The
underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because another
underwriter
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has
repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.
Stabilizing
transactions may have the effect of preventing or retarding a decline in the market price of the notes, and together with the imposition of the penalty bid, may stabilize,
maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price
that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter
market or otherwise.
In
addition to the underwriting discounts payable to the underwriters as set forth on the cover page of this prospectus supplement, we estimate that our expenses for this offering will
be approximately $ .
We
have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Other Relationships
In the ordinary course of their respective businesses and in exchange for customary fees, certain of the underwriters and their respective
affiliates have in the past provided, currently provide, and may in the future from time to time provide, investment banking and general financing and commercial banking services to us and certain of
our affiliates. Certain of the underwriters or their affiliates are lenders under our revolving credit facilities. Additionally, certain underwriters or their affiliates may hold positions in our
commercial paper, and certain underwriters may act as dealers under our commercial paper program.
A
member of our Board of Directors is also a director of Bank of America Corporation, an affiliate of one of the underwriters.
We
have been advised by the underwriters as follows: In the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve securities and/or instruments of ours. Certain of the underwriters or their affiliates that have a lending relationship with us
routinely hedge, and certain other of the underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. A typical such hedging
strategy would include these underwriters or their affiliates hedging such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions may adversely affect future trading prices of the notes offered hereby.
The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold,
or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Sales Outside the United States
The notes are offered for sale in the United States and certain jurisdictions outside the United States in which such offer and sale is
permitted.
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area
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("EEA")
or the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in
the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. This
prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the EEA or in the UK will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. This prospectus supplement and the accompanying prospectus are not a prospectus for the purposes of the
Prospectus Regulation.
United Kingdom
This prospectus supplement, the accompanying prospectus and any other material in relation to the notes described herein are being distributed
only to, and are directed only at, persons outside the United Kingdom or, if in the United Kingdom, persons who are "qualified investors" (as defined in the Prospectus Regulation) who are
(i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom
it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." The notes are only available to, and
any investment activity or invitation, offer or agreement to subscribe for, purchase or otherwise acquire such notes will be engaged in only with, Relevant Persons. This prospectus supplement, the
accompanying prospectus and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the United Kingdom. Any person
in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement or the accompanying prospectus or any of their contents. The notes are not being offered to the
public in the United Kingdom.
Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.
Securities
legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a
legal advisor.
Pursuant
to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not
required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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Hong Kong
Each underwriter (i) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any notes other than
(a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the "SFO") and any rules
made thereunder; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32
of the Laws of Hong Kong) (the "CO") or which do not constitute an offer to the public within the meaning of the CO; and (ii) has not issued or
had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document
relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made
thereunder.
Japan
The notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange
Act. Accordingly, none of the notes nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any "resident" of Japan (which term as used herein
means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for
the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other
applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Singapore
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each underwriter has not offered or sold any notes or caused such notes to be made the subject of an invitation for subscription or purchase and will not offer or sell such notes or cause
such notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement, the
accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such notes, whether directly or indirectly, to persons in
Singapore other than:
-
(i)
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to
an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA");
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(ii)
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to
a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in
Section 275, of the SFA; or
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(iii)
-
otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where
the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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(a)
-
a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
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(b)
-
a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an
accredited investor,
securities
(as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA, except:
-
(i)
-
to
an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising
from an offer referred to in Section 275(1A), or Section 276(4)(i)(B) of the SFA;
-
(ii)
-
where
no consideration is or will be given for the transfer;
-
(iii)
-
where
the transfer is by operation of law;
-
(iv)
-
as
specified in Section 276(7) of the SFA; or
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(v)
-
as
specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
Singapore
Securities and Futures Act Product Classification
Solely
for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Settlement
We expect that delivery of the notes will be made against payment therefor
on , 2020, which will be the third business day
following the date of this prospectus supplement (this settlement cycle being referred to as "T+ 3"). Under Rule 15c6-1 under the Exchange
Act, trades in the secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes
prior to , 2020 will be required, by virtue of the fact that the notes will initially settle in T+ 3,
to specify an alternate settlement cycle at the time of any trade to prevent
a failed settlement. Purchasers of the notes who wish to trade notes prior to , 2020 should consult their
own advisors.
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LEGAL OPINIONS
The validity of the notes will be passed upon for us by Faegre Drinker Biddle & Reath LLP, Minneapolis, Minnesota, and certain
legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York. Simpson Thacher &
Bartlett LLP may rely on Faegre Drinker Biddle & Reath LLP as to matters of Minnesota law.
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PROSPECTUS
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Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(612) 304-6073
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Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Securities Warrants
We
will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
Investing in our securities involves risks. You should consider the risk factors referred to on page 3 of this prospectus and as described in any documents that we
incorporate by reference in this prospectus.
Our common stock is listed on the New York Stock Exchange under the symbol "TGT."
This
prospectus is dated May 8, 2018.
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TABLE OF CONTENTS
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the
"SEC," using a "shelf" registration procedure. Under this shelf procedure, we may sell
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debt securities,
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preferred stock,
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depositary shares,
-
-
common stock, and
-
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securities warrants,
either
separately or in units, in one or more offerings. This prospectus provides you with a general description of those securities. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read
this prospectus and the applicable prospectus supplement together with the additional information described under the heading "Where You Can Find More Information."
We
may also prepare free writing prospectuses to describe the terms of particular securities, which terms may vary from those described in this prospectus. Any free writing prospectus
should therefore be carefully reviewed in connection with this prospectus and with any prospectus supplement referred to therein. A free writing prospectus will not constitute a part of this
prospectus.
The
registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about our company and the securities
offered under this prospectus. That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading "Where You Can Find More Information."
The
distribution of this prospectus and the applicable prospectus supplement and the offering of the securities in certain jurisdictions may be restricted by law. Persons into whose
possession this prospectus and the applicable prospectus supplement come should inform themselves about and observe any such restrictions. This prospectus and the applicable prospectus supplement do
not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
through the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You can also obtain copies of the documents at prescribed rates by writing to the Office of Investor Education and Advocacy 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 operation of the public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For
further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-3000.
We
"incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of this prospectus. Some information
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contained
in this prospectus updates the information incorporated by reference into this prospectus, and information that we file subsequently with the SEC will automatically update information in
this prospectus as well as our other filings with the SEC. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or information incorporated
by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or after the initial filing of the registration statement that
contains this prospectus and prior to the time that we sell all the securities offered under this prospectus (other than any documents or any portions of any documents that are not deemed "filed"
under the Exchange Act in accordance with the Exchange Act and applicable SEC rules):
You
may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or
telephoning us at the following address:
You
should rely only on the information incorporated by reference or set forth in this prospectus or the applicable prospectus supplement. We have not authorized anyone else to provide
you with additional or different information. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in states where
the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement is accurate as of any date other than the dates on the front of those
documents.
THE COMPANY
Target Corporation offers our customers, referred to as "guests," everyday essentials and fashionable,
differentiated merchandise at discounted prices. Our ability to deliver a preferred shopping experience to our guests is supported by our supply chain and technology, our devotion to innovation, our
loyalty offerings, and our disciplined approach to managing our business
and investing in future growth. We operate as a single segment designed to enable guests to purchase products seamlessly in stores or through our digital channels. Since 1946, we have given
5 percent of our profit to communities.
In
2014, we announced our exit from the Canadian market. Canadian financial results are included in our financial statements as our only discontinued operations.
CVS
Pharmacy, Inc. ("CVS") operates pharmacies and clinics in our stores under a perpetual operating agreement, subject to termination in limited
circumstances. We sold our pharmacy and clinic businesses to CVS in December of 2015.
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When
we refer to "our company," "we," "our" and "us" in this
prospectus under the headings "The Company," "Use of Proceeds" and "Ratio of Earnings to Fixed Charges," we mean Target Corporation and its subsidiaries. When these terms are used elsewhere in this
prospectus, we mean Target Corporation (parent company only) unless the context indicates otherwise.
RISK FACTORS
Your investment in our securities involves risks. Before purchasing any securities, you should carefully consider the risk factors incorporated
by reference in this prospectus, including the risk factors contained in our annual and quarterly reports. You should consult your financial, legal, tax and other professional advisors as to the risks
associated with an investment in our securities and the suitability of the investment for you.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, the net proceeds from the sale of the offered securities will be added to
our general funds and may be used to:
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meet our working capital requirements;
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fund capital expenditures;
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refinance debt;
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pay dividends; and
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finance share repurchases and acquisitions of real estate, other assets and companies.
Until
the net proceeds have been used, they may be invested in short-term investments.
RATIOS OF EARNINGS TO FIXED CHARGES
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Fiscal Year Ended
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February 3,
2018
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January 28,
2017
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January 30,
2016
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January 31,
2015
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February 1,
2014
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Ratio of Earnings to Fixed Charges*
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6.38
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6.71
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7.82
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6.02
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6.48
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*
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Ratios
are based on our results from continuing operations.
For
purposes of calculating the ratios, fixed charges consist of:
-
-
interest on debt and capital leases (including capitalized interest);
-
-
amortization of debt issuance costs; and
-
-
the interest portion of rental expense.
Fixed
charges do not include interest income, the loss on early retirement of debt and interest associated with unrecognized tax benefits, which is recorded within income tax expense.
The
ratio of earnings to fixed charges is calculated as follows:
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(earnings from continuing operations before income taxes)+(fixed charges)(capitalized interest)
(fixed charges)
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As
of the date of this prospectus, we have no preferred stock outstanding, and accordingly, the ratio of earnings to combined fixed charges and preferred stock dividends is equal to the
ratio of earnings to fixed charges and is not separately disclosed.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt securities. A prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general terms outlined in this section that will not apply to those debt securities.
Unless
otherwise specified in the applicable prospectus supplement, the debt securities will be issued under an indenture dated as of August 4, 2000 between us and The Bank of New
York Mellon Trust Company, National Association (successor to Bank One Trust Company, N.A.), as trustee, as supplemented by the first supplemental indenture dated as of May 1, 2007 and as
further amended or supplemented from time to time, referred to herein as the "indenture." As used in this prospectus, "debt securities" means
the debentures, notes, bonds and other evidences of indebtedness that we issue and the trustee authenticates and delivers under the indenture.
We
have summarized the material terms and provisions of the indenture in this section. We have also filed the indenture as an exhibit to the registration statement of which this
prospectus is a part. You should read the indenture for additional information before you buy any debt securities. The summary that follows includes references to section numbers of the indenture so
that you can more easily locate these provisions.
General
The debt securities will be our direct, senior, unsecured obligations. The indenture does not limit the amount of debt securities that we may
issue and permits us to issue debt securities from time to time. Debt securities issued under the indenture will be issued as part of a series that has been established by us under the indenture.
(Section 301) Unless a prospectus supplement relating to debt securities states otherwise, the indenture and the terms of the debt securities will not contain any covenants designed to afford
holders of any debt securities protection in a highly leveraged or other transaction involving us that may adversely affect holders of the debt securities.
A
prospectus supplement relating to a series of debt securities being offered will include specific terms relating to the offering. (Section 301) These terms will include some or
all of the following:
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the title and type of the debt securities;
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any limit on the total principal amount of the debt securities;
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the price at which the debt securities will be issued;
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-
the date or dates on which the principal of and premium, if any, on the debt securities will be payable;
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the maturity date or dates of the debt securities;
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if the debt securities will bear interest:
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the interest rate on the debt securities or the method by which the interest rate can be determined;
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the date from which interest will accrue;
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the record and interest payment dates for the debt securities;
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the first interest payment date; and
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any circumstances under which we may defer interest payments;
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if the amount of principal or interest payable on the debt securities will be determined by reference to one or more indices, securities or
baskets of securities, commodities or baskets of
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commodities,
currency exchange rates, or any other market measure, information as to such indices, securities, commodities, baskets, currencies, or other market measures;
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any place or places where:
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we can make payments on the debt securities,
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the debt securities can be surrendered for registration of transfer or exchange, and
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notices and demands can be given to us relating to the debt securities or under the indenture, in addition to those specified
herein;
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any optional redemption provisions that would permit us to elect redemption of the debt securities, or the holders of the debt securities to
elect repayment of the debt securities, prior to their final maturity, including the identity of the quotation agent, if applicable;
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any sinking fund provisions that would obligate us to redeem the debt securities prior to their final maturity;
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the currency or currencies in which the debt securities will be denominated and payable, if other than U.S. dollars;
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any provisions that would permit us or the holders of the debt securities to elect the currency or currencies in which the debt securities are
paid;
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whether the provisions described under the heading "Defeasance" below will not apply to the debt securities;
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any additional events of default or covenants;
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if the debt securities will be issued in whole or in part in the form of global securities, the extent to which the description of the
book-entry procedures described below under "Book-Entry, Delivery and Form" will not apply to such global securitiesa "global security" means a
debt security that we issue in accordance with the indenture to represent all or part of a series of debt securities;
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if the debt securities will be convertible into or exchangeable for our common stock, preferred stock, or other debt securities at our option
or the option of the holders of the debt securities, the provisions relating to such conversion or exchange;
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the identity of the security registrar and paying agent for the debt securities, if other than The Bank of New York Mellon Trust Company, N.A.;
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any special tax implications of the debt securities; and
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any other terms of the debt securities.
A
"holder" means, with respect to a registered security, the person in whose name the registered security is registered in the security register.
(Section 101)
Unless
otherwise specified in the applicable prospectus supplement, we may, without the consent of the holders of a series of debt securities, issue additional debt securities of that
series having the same interest rate, maturity date and other terms (except for the price to public, issue date and the date from which interest begins to accrue) as such debt securities. Any such
additional debt securities, together with the initial debt securities, will constitute a single series of debt securities under the indenture.
Unless
we specify otherwise in the applicable prospectus supplement, we will not pay any additional amounts on the debt securities offered thereby to compensate any beneficial owner for
any United States tax withheld from payments on such debt securities.
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Exchange and Transfer
Any debt securities of a series may be exchanged for other debt securities of that series so long as the other debt securities are denominated
in authorized denominations and have the same aggregate principal amount and same terms as the debt securities that were surrendered for exchange. The debt securities may be presented for registration
of transfer, duly endorsed or accompanied by a satisfactory written instrument of transfer, at the office or agency maintained by us
for that purpose in New York, New York or any other place of payment. However, holders of global securities may transfer and exchange global securities only in the manner and to the extent set forth
under "Book Entry, Delivery and Form" below. There will be no service charge for any registration of transfer or exchange of the debt securities, but we may require holders to pay any tax
or other governmental charge payable in connection with a transfer or exchange of the debt securities. (Sections 305, 1002) If the applicable prospectus supplement refers to any office or
agency, in addition to the security registrar, initially designated by us where holders can surrender the debt securities for registration of transfer or exchange, we may at any time rescind the
designation of any such office or agency or approve a change in the location. However, we will be required to maintain an office or agency in each place of payment for that series.
(Section 1002)
We
will not be required to:
-
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register the transfer of or exchange debt securities to be redeemed for a period of 15 calendar days preceding the mailing of the relevant
notice of redemption; or
-
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register the transfer of or exchange any registered debt security selected for redemption, in whole or in part, except the unredeemed or unpaid
portion of that registered debt security being redeemed in part. (Section 305)
Interest and Principal Payments
Payments. Holders may present debt securities for payment of principal, premium, if any, and interest, if any, at the office or agency
maintained by
us for that purpose. On the date of this prospectus, that office is located at c/o The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286, Attn: Corporate Trust Window. We refer to
The Bank of New York Mellon Trust Company, National Association, acting in this capacity for the debt securities, as the "paying agent."
Any
money that we pay to the paying agent for the purpose of making payments on the debt securities and that remains unclaimed two years after the payments were due will, at our request,
be returned to us and after that time any holder of a debt security can only look to us for the payments on the debt security. (Section 1003)
Recipients of Payments. The paying agent will pay interest to the person in whose name the debt security is registered at the close of
business on
the applicable record date. Unless otherwise specified in the applicable prospectus supplement, the "record date" means, for any interest payment date, the date 15
calendar days prior to that interest payment date, whether or not that day is a business day. However, upon maturity, redemption or repayment, the paying agent will pay any interest due to the person
to whom it pays the principal of the debt security. The paying agent will make the payment on the date of maturity, redemption or repayment, whether or not that date is an interest payment date. An
"interest payment date" means, for any debt security, a date on which, under the terms of that debt security, regularly scheduled interest is payable.
Book-Entry Debt Securities. The paying agent will make payments of principal, premium, if any, and interest, if any, to the account of
The Depository
Trust Company, referred to herein as "DTC," or any other depositary specified in the applicable prospectus supplement, as holder of book-entry debt securities, by wire
transfer of immediately available funds. We expect that the depositary, upon receipt of any payment, will immediately credit its participants' accounts in amounts proportionate to their
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respective
beneficial interests in the book-entry debt securities as shown on the records of the depositary. We also expect that payments by the depositary's participants to owners of beneficial
interests in the book-entry debt securities will be governed by standing customer instructions and customary practices and will be the responsibility of those participants.
Certificated Debt Securities. Except as indicated below for payments of interest at maturity, redemption or repayment, the paying agent
will make
payments of interest either:
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-
by check mailed to the address of the person entitled to payment as shown on the security register; or
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by wire transfer to an account designated by a holder, if the holder has given written notice not later than 10 calendar days prior to the
applicable interest payment date. (Section 307)
Payments
of principal, premium, if any, and interest, if any, upon maturity, redemption or repayment on a debt security will be made in immediately available funds against presentation
and surrender of the debt security at the office of the paying agent.
Discount Debt Securities. Some debt securities may be considered to be issued with original issue discount, which for these purposes
includes a debt
security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of maturity. We refer to these debt securities as
"discount notes." In the event of a redemption or repayment of any discount note or if the principal of any debt security that is considered to be issued with original
issue discount is declared to be due and payable immediately as described under "Events of Default" below, the amount of principal due and payable on that debt security will be limited
to:
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-
the aggregate principal amount of the debt security multiplied by the sum of
-
-
its issue price, expressed as a percentage of the aggregate principal amount, plus
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-
the original issue discount amortized from the date of issue to the date of declaration, expressed as a percentage of the aggregate principal
amount.
For
purposes of determining the amount of original issue discount that has accrued as of any date on which a redemption, repayment or acceleration of maturity occurs for a discount note, original
issue discount will be accrued using a constant yield method. The constant yield will be calculated using a 30-day month, 360-day year convention, a compounding period that, except for the initial
period (as defined below), corresponds to the shortest period between interest payment dates for the applicable discount note (with ratable accruals within a compounding period), and an assumption
that the maturity of a discount note will not be accelerated. If the period from the date of issue to the first interest payment date for a discount note (the "initial
period") is shorter than the compounding period for the discount note, a proportionate amount of the yield for an entire compounding period will be accrued. If the initial period is
longer than the compounding period, then the period will be divided into a regular compounding period and a short period with the short period being treated as provided in the preceding sentence. The
accrual of the applicable original issue discount discussed above may differ from the accrual of original issue discount for purposes of the Internal Revenue Code of 1986, as amended.
Certain Definitions. The following are definitions of certain terms we use in this prospectus when discussing principal and interest
payments on the
debt securities:
A
"business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or
required by law or regulation to close in New York, New York.
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The
"depositary" means the depositary for global securities issued under the indenture and, unless provided otherwise in the applicable prospectus
supplement, means DTC.
"Euro
LIBOR debt securities" means LIBOR debt securities for which the index currency is the euro.
"London
banking day" means any day on which dealings in deposits in the relevant index currency are transacted in the London interbank market.
"TARGET
Settlement Day" means any day on which the Trans-European Automated Real-time Gross settlement Express Transfer system is open.
References
in this prospectus to "U.S. dollar," "U.S.$" or "$" are to the currency of the United
States of America. References in this prospectus to "euro" are to the single currency introduced at the commencement of the third stage of the European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended. References in this prospectus to "£," "pounds
sterling" or "sterling" are to the currency of the United Kingdom.
Fixed Rate Debt Securities
Each fixed rate debt security will bear interest from the date of issuance at the annual rate specified in the applicable prospectus supplement
until the principal is paid or made available for payment. Unless otherwise specified in the applicable prospectus supplement, the following provisions will apply to fixed rate debt securities offered
pursuant to this prospectus.
How Interest Is Calculated. Interest on fixed rate debt securities will be computed on the basis of a 360-day year of twelve 30-day
months.
When Interest Is Paid. Payments of interest on fixed rate debt securities will be made on the interest payment dates specified in the
applicable
prospectus supplement.
Amount Of Interest Payable. Interest payments for fixed rate debt securities will include accrued interest from and including the issue
date (or any
other date specified in the applicable prospectus supplement) or from and including the last interest payment date in respect of which interest has been paid or provided for, as the case may be, to
but excluding the relevant interest payment date or date of maturity or earlier redemption or repayment, as the case may be.
If A Payment Date Is Not A Business Day. If any interest payment date is not a business day, we will pay interest on the next business
day, and no
interest will accrue as a result of the delay. If the maturity date or date of redemption or repayment is not a business day, we will pay interest, if any, and
principal and premium, if any, on the next business day, and no additional interest will accrue as a result of the delay.
Floating Rate Debt Securities
Unless otherwise specified in the applicable prospectus supplement, the following provisions will apply to floating rate debt securities offered
pursuant to this prospectus.
Each
floating rate debt security will bear interest at a floating rate determined by reference to an interest rate or interest rate formula, which we refer to as the "base
rate." The base rate may be one or more of the following:
-
-
the commercial paper rate;
-
-
the federal funds rate;
-
-
LIBOR;
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-
-
the prime rate;
-
-
the Treasury rate;
-
-
the CMT rate; or
-
-
any other rate or interest rate formula specified in the applicable prospectus supplement.
Formula For Interest Rates. The interest rate on each floating rate debt security will be calculated by reference
to:
-
-
the specified base rate based on the index maturity;
-
-
plus or minus the spread, if any; and/or
-
-
multiplied by the spread multiplier, if any.
For
any floating rate debt security, "index maturity" means the period of maturity of the instrument or obligation from which the base rate is calculated and
will be specified in the applicable prospectus supplement. The "spread" is the number of basis points (one one-hundredth of a percentage point) specified in the applicable
prospectus supplement to be added to or subtracted from the base rate for a floating rate debt security. The "spread multiplier" is the percentage specified in the
applicable prospectus supplement to be applied to the base rate for a floating rate debt security.
Limitations On Interest Rate. A floating rate debt security may be subject to the following limitations on the interest
rate:
-
-
a maximum limitation, or ceiling, on the rate of interest which may accrue during any interest reset period, which we refer to as the
"maximum interest rate"; and/or
-
-
a minimum limitation, or floor, on the rate of interest that may accrue during any interest reset period, which we refer to as the
"minimum interest rate."
Any
applicable maximum interest rate or minimum interest rate will be set forth in the applicable prospectus supplement.
In
addition, the interest rate on a floating rate debt security may not be higher than the maximum rate permitted by Minnesota law, as that rate may be modified by United States law of
general application. Under Minnesota law as of the date of this prospectus, no maximum rate would apply to the debt securities.
How Floating Interest Rates Are Reset. The interest rate in effect from the issue date to the first interest reset date for a floating
rate debt
security will be the initial interest rate specified in the applicable prospectus supplement. We refer to this rate as the "initial interest rate." The interest rate on
each floating rate debt security may be reset daily, weekly, monthly, quarterly, semiannually or annually. This period is the "interest reset period," and the first day of
each interest reset period is the "interest reset date." The "interest determination date" for any interest reset date is the day to which the
calculation agent will refer when determining the new interest rate at which a floating rate will reset, and, unless otherwise specified in the applicable prospectus supplement, will be as
follows:
-
-
for federal funds rate debt securities, the business day prior to the interest reset date;
-
-
for prime rate debt securities, the business day prior to the interest reset date;
-
-
for commercial paper rate debt securities and CMT rate debt securities, the second business day prior to the interest reset date;
-
-
for Euro LIBOR debt securities, the second TARGET Settlement Day prior to the interest reset date;
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-
-
for LIBOR debt securities (other than Euro LIBOR debt securities), the second London banking day prior to the interest reset date, except that
the interest determination date pertaining to the interest reset date for a LIBOR debt security for which the index currency is pounds sterling will be the interest reset date;
-
-
for Treasury rate debt securities, the day of the week on which Treasury bills would normally be auctioned for the week in which the interest
reset date falls. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except
that the auction may be held on the preceding Friday. If, as a result of a Monday being a legal holiday, an auction is held on the preceding Friday, that Friday will be the interest determination
date; and
-
-
for debt securities with two or more base rates, the latest business day that is at least two business days before the applicable interest
reset date on which each base rate is determinable.
The
interest reset dates will be specified in the applicable prospectus supplement. If an interest reset date for any floating rate debt security falls on a day that is not business day,
it will be postponed to the following business day, except that, in the case of a LIBOR debt security, if that business day is in the next calendar month, the interest reset date will be the
immediately preceding business day.
In
the detailed descriptions of the various base rates which follow, the "calculation date" for an interest determination date means the earlier of
(i) the tenth calendar day after that interest determination date or, if that day is not a business day, the next business day, and (ii) the business day immediately preceding the
applicable interest payment date or maturity date or, for any principal amount to be redeemed or repaid, any redemption or repayment date.
How Interest Is Calculated. Interest on floating rate debt securities will accrue from and including the most recent interest payment
date to which
interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the issue date or any other date specified in a prospectus supplement on which
interest begins to accrue. Interest will accrue to but excluding the next interest payment date or, if earlier, the date on which the principal has been paid or duly made available for payment, except
as described below under "If A Payment Date Is Not A Business Day."
Unless
otherwise specified in the applicable prospectus supplement, the calculation agent for any issue of floating rate debt securities will be The Bank of New York Mellon Trust
Company, National Association. We may appoint a successor calculation agent with the written consent of the paying agent (which consent will not be unreasonably withheld). Upon the request of the
holder of any floating rate debt security, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next interest
reset date for the floating rate debt security. The calculation agent will notify the paying agent of each determination of the interest rate applicable to any floating rate debt security promptly
after the determination is made.
For
a floating rate debt security, accrued interest will be calculated by multiplying the principal amount of the floating rate debt security by an accrued interest factor. This accrued
interest factor will be the sum of the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each day is computed by dividing the interest
rate applicable to that day:
-
-
by 360, in the case of commercial paper rate debt securities, federal funds rate debt securities, LIBOR debt securities, other than LIBOR debt
securities denominated in pounds sterling, and prime rate debt securities;
-
-
by 365 (or 366 if the last day of the interest period falls in a leap year), in the case of LIBOR debt securities denominated in pounds
sterling; or
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-
-
by the actual number of days in the year, in the case of Treasury rate debt securities and CMT rate debt securities.
For
these calculations, the interest rate in effect on any interest reset date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the
interest rate from the immediately preceding interest reset date or, if none, the initial interest rate.
All
percentages used in or resulting from any calculation of the rate of interest on a floating rate debt security will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point, with .000005% rounded up to .00001%, and all U.S. dollar amounts used in or resulting from these calculations on floating rate debt securities will be rounded to the nearest cent,
with one-half cent rounded upward. All amounts denominated in any other currency used in or resulting from these calculations will be rounded to the nearest two decimal places in that currency, with
.005 rounded up to .01.
When Interest Is Paid. We will pay interest on floating rate debt securities on the interest payment dates specified in the applicable
prospectus
supplement.
If A Payment Date Is Not A Business Day. If any interest payment date, other than the maturity date or any earlier redemption or
repayment date, for
any floating rate debt security falls on a day that is not a business day, such interest payment date will be postponed to the following business day, except that, in the case of a LIBOR debt
security, if that business day would fall in the next calendar month, the interest payment date will be the immediately preceding business day. If the maturity date or any earlier redemption or
repayment date of a floating rate debt security falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next business day, and
no interest will accrue as a result of the delay.
Commercial Paper Rate Debt Securities. Commercial paper rate debt securities will bear interest at the interest rates
specified in the applicable prospectus supplement. Those interest rates will be based on the commercial paper rate and any spread and/or spread multiplier and will be subject to the minimum interest
rate and the maximum interest rate, if any.
The
"commercial paper rate" means, for any interest determination date, the money market yield, calculated as described below, of the rate on that date for
U.S. dollar commercial paper having the index maturity specified in the applicable prospectus supplement, as that rate is published in the daily update of "Statistical Release H.15 (519), Selected
Interest Rates," available through the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication (the
"H.15 Daily Update"), under the heading "Commercial PaperNonfinancial" or "Commercial Paper Financial," as specified in the applicable prospectus supplement.
The
following procedures will be followed if the commercial paper rate cannot be determined as described above:
-
-
If by 3:00 p.m., New York City time, on that calculation date the above rate is not yet published in the H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable rate, then the calculation agent will determine the commercial paper rate to be the money market yield of the arithmetic
mean of the offered rates as of 11:00 a.m., New York City time, on that interest determination date of three leading dealers of U.S. dollar commercial paper in New York, New York, which may
include the underwriters or agents for the debt securities or their affiliates, selected by the calculation agent, after consultation with us, for commercial paper of the index maturity specified in
the applicable prospectus supplement, placed for an industrial issuer whose bond rating is "Aa," or the equivalent, from a nationally recognized statistical rating agency.
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-
-
If the dealers selected by the calculation agent are not quoting as set forth above, the commercial paper rate for the interest determination
date will remain the commercial paper rate for the immediately preceding interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
The
"money market yield" will be a yield calculated in accordance with the following formula:
|
|
|
|
|
money market yield=
|
|
D×360
360(D×M)
|
|
×100
|
where
"D" refers to the applicable per year rate for commercial paper quoted on a bank discount basis and expressed as a decimal and "M"
refers to the actual number of days in the interest period for which interest is being calculated.
Federal Funds Rate Debt Securities. Federal funds rate debt securities will bear interest at the interest rates
specified in the applicable prospectus supplement. Those interest rates will be based on the federal funds rate and any spread and/or spread multiplier and will be subject to the minimum interest rate
and the maximum interest rate, if any.
The
"federal funds rate" means, for any interest determination date, the rate on that date for U.S. dollar federal funds as published in the H.15 Daily
Update under the heading "Federal Funds (Effective)" as displayed on Thomson Reuters Eikon service ("Reuters"), or any successor service, on page FEDFUNDS1 or any other
page as may replace the applicable page on that service, which is commonly referred to as "Reuters Page FEDFUNDS1."
The
following procedures will be followed if the federal funds rate cannot be determined as described above:
-
-
If the above rate is not yet published in the H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the
applicable rate, by
3:00 p.m., New York City time, on the calculation date, the calculation agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight
U.S. dollar federal funds prior to 9:00 a.m., New York City time, on the business day following that interest determination date, by each of three leading brokers of U.S. dollar federal funds
transactions in New York, New York, which may include the underwriters or agents for the debt securities or their affiliates, selected by the calculation agent, after consultation with us.
-
-
If fewer than three brokers selected by the calculation agent are not quoting as set forth above, the federal funds rate for that interest
determination date will remain the federal funds rate for the immediately preceding interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
LIBOR Debt Securities. LIBOR debt securities will bear interest at the interest rates specified in the applicable
prospectus supplement. That interest rate will be based on London Interbank Offered Rate, which is commonly referred to as "LIBOR," and any spread and/or spread multiplier
and will be subject to the minimum interest rate and the maximum interest rate, if any.
The
calculation agent will determine LIBOR for each interest determination date as follows:
-
-
As of the interest determination date, LIBOR will be the rate for deposits in the index currency having the index maturity designated in the
applicable prospectus supplement, commencing on the second London banking day immediately following that interest determination date or, if pounds sterling is the index currency, commencing on that
interest determination date, that appears on the Designated LIBOR Page at approximately 11:00 a.m. (London time) on that interest determination date.
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-
-
If no rate appears, then the calculation agent will request the principal London offices of each of four major banks in the London interbank
market, as selected by the calculation agent, to provide the calculation agent with its offered quotation for deposits in the index currency for the period of the index maturity specified in the
applicable prospectus supplement commencing on the second London banking day immediately following the interest determination date or, if pounds sterling is the index currency, commencing on that
interest determination date, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that interest determination date and in a principal amount that is
representative of a single transaction in that index currency in that market at that time.
-
-
If at least two quotations are provided, LIBOR determined on that interest determination date will be the arithmetic mean of those quotations.
If fewer than two quotations are provided, LIBOR will be determined for the applicable interest reset date as the arithmetic mean of the rates quoted at approximately 11:00 a.m., or some other
time specified in the applicable prospectus supplement, in the applicable principal financial center for the country of the index currency on that interest determination date, by three major banks in
that principal financial center selected by the calculation agent for loans in the index currency to leading European banks, having the index maturity specified in the applicable prospectus supplement
and in a principal amount that is representative of a single transaction in that index currency in that market at that time.
-
-
If the banks so selected by the calculation agent are not providing quotations as set forth above, LIBOR in effect immediately before that
interest determination date will not change and will remain LIBOR in effect on that interest determination date.
The
"index currency" means the currency specified in the applicable prospectus supplement as the currency for which LIBOR will be calculated or, if the euro
is substituted for that currency, the index currency will be the euro. If that currency is not specified in the applicable prospectus supplement, the index currency will be U.S. dollars.
"Designated
LIBOR Page" means the display on Reuters, or any successor service, on page LIBOR01, or any other page as may replace that page on that service,
for the purpose of displaying the London interbank rates of major banks for the applicable index currency.
Prime Rate Debt Securities. Prime rate debt securities will bear interest at the interest rates specified in the
applicable prospectus supplement. That interest rate will be based on the prime rate and any
spread and/or spread multiplier, and will be subject to the minimum interest rate and the maximum interest rate, if any.
The
"prime rate" means, for any interest determination date, the rate on that date as published in the H.15 Daily Update, under the heading "Bank Prime
Loan."
The
following procedures will be followed if the prime rate cannot be determined as described above:
-
-
If the above rate is not published in the H.15 Daily Update by 3:00 p.m., New York City time, on the calculation date, then the
calculation agent will determine the prime rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME 1 Page, as defined below,
as that bank's prime rate or base lending rate as in effect as of 11:00 a.m., New York City time, for that interest determination date.
-
-
If fewer than four rates for that interest determination date appear on the Reuters Screen USPRIME 1 Page by 3:00 p.m., New York City
time, on the calculation date, the calculation agent will determine the prime rate to be the arithmetic mean of the prime rates quoted or base lending rates furnished in New York City by three
substitute major banks or trust companies (all
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organized
under the laws of the United States or any of its states and having total equity capital of at least $500,000,000), selected by the calculation agent, after consultation with us.
-
-
If the banks selected by the calculation agent are not quoting as set forth above, the prime rate for that interest determination date will
remain the prime rate for the immediately preceding interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
"Reuters
Screen USPRIME 1 Page" means the display designated as page "USPRIME 1" on the Reuters Monitor Money Rate Service, or any successor service, or any
other page as may replace the USPRIME 1 Page on that service for the purpose of displaying prime rates or base lending rates of major U.S. banks.
Treasury Rate Debt Securities. Treasury rate debt securities will bear interest at the interest rates specified in the
applicable prospectus supplement. That interest rate will be based on the Treasury rate and any spread and/ or spread multiplier and will be subject to the minimum interest rate and the maximum
interest rate, if any.
-
-
The "Treasury rate" means the rate from the auction held on the applicable interest determination date, which we
refer to as the "auction," of direct obligations of the United States, which are commonly referred to as "Treasury Bills," having the index
maturity specified in the applicable prospectus supplement as that rate appears under the caption "INVEST RATE" on the display on Reuters, or any successor service, on page USAUCTION 10 or any other
page as may replace page USAUCTION 10 on that service, which we refer to as "Reuters Page USAUCTION 10," or page USAUCTION 11 or any other page as may replace page
USAUCTION 11 on that service, which we refer to as "Reuters Page USAUCTION 11."
-
-
If the rate described in the immediately preceding bullet point is not published by 3:00 p.m., New York City time, on the calculation
date, the Treasury rate will be the bond equivalent yield of the rate for the applicable Treasury Bills as published in the H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "U.S. Government Securities/Treasury Bills/Auction High."
-
-
If the rate described in the immediately preceding bullet point is not published by 3:00 p.m., New York City time, on the related
calculation date, the Treasury rate will be the bond equivalent yield of the auction rate of the applicable Treasury Bills, announced by the United States Department of the Treasury.
-
-
If the rate referred to in the immediately preceding bullet point is not announced by the United States Department of the Treasury, or if the
auction is not held, the Treasury rate will be the bond equivalent yield of the rate on the applicable interest determination date of Treasury Bills having the index maturity specified in the
applicable prospectus supplement published in H.15(519) under the caption "U.S. Government Securities/Treasury Bills/Secondary Market."
-
-
If the rate referred to in the immediately preceding bullet point is not so published by 3:00 p.m., New York City time, on the related
calculation date, the Treasury rate will be the rate on the applicable interest determination date calculated by the calculation agent as the bond equivalent yield of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the applicable interest determination date, of three primary U.S. government securities dealers, which may
include the underwriters or agents for the debt securities or their affiliates, selected by the calculation agent after consultation with us, for the issue of Treasury Bills with a remaining maturity
closest to the index maturity specified in the applicable prospectus supplement.
-
-
If the dealers selected by the calculation agent are not quoting as set forth above, the Treasury rate for that interest determination date
will remain the Treasury rate for the immediately
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preceding
interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
The
"bond equivalent yield" means a yield calculated in accordance with the following formula and expressed as a percentage:
|
|
|
|
|
bond equivalent yield=
|
|
D×N
360(D×M)
|
|
×100
|
where
"D" refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis, "N" refers to 365 or 366, as the case
may be, and "M" refers to the actual number of days in the interest period for which interest is being calculated.
CMT Rate Debt Securities. CMT rate debt securities will bear interest at the interest rates specified in the applicable
prospectus supplement. That interest rate will be based on the CMT rate and any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The
"CMT rate" means, for any interest determination date, the rate published by the Board of Governors of the Federal Reserve System, or its successor, on
its website or in another recognized electronic source, as the yield is displayed for Treasury securities at "constant maturity" under the column for the Designated CMT Maturity Index, as defined
below, for:
-
-
the rate on that interest determination date, if the Designated CMT Reuters Page is FRBCMT; and
-
-
the week or the month, as applicable, ended immediately
preceding the week in which the related interest determination date occurs, if the Designated CMT Reuters Page is FEDCMT.
The
following procedures will be followed if the CMT rate cannot be determined as described above:
-
-
If the above rate is no longer displayed on the relevant page, or if not published by 3:00 p.m., New York City time, on the related
calculation date, then the CMT rate will be the Treasury Constant Maturity rate for the Designated CMT Maturity Index or other U.S. Treasury rate for the Designated CMT Maturity Index on the interest
determination date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the calculation agent determines to be
comparable to the rate formerly displayed on the Designated CMT Reuters Page and published on the website of the Board of Governors of the Federal Reserve System or in another recognized electronic
source.
-
-
If the information described in the immediately preceding bullet point is not provided by 3:00 p.m., New York City time, on the related
calculation date, then the calculation agent will determine the CMT rate to be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately
3:30 p.m., New York City time, on the interest determination date, reported, according to their written records, by three leading primary U.S. government securities dealers, which we refer to
as a "reference dealer," in New York, New York, which may include the underwriters or agents for the debt securities or their affiliates, selected by the calculation agent
as described in the following sentence. The calculation agent will select five reference dealers, after consultation with us, and will eliminate the highest quotation or, in the event of equality, one
of the highest, and the lowest quotation or, in the event of equality, one of the lowest, for the most recently issued direct noncallable fixed rate obligations of the United States, which are
commonly referred to as "Treasury notes," with an original maturity of approximately the Designated CMT Maturity Index, a remaining term to maturity of no more than one
year shorter than that Designated CMT Maturity Index
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and
in a principal amount that is representative for a single transaction in the securities in that market at that time. If two Treasury notes with an original maturity as described above have
remaining terms to maturity equally close to the Designated CMT Maturity Index, the quotes for the Treasury note with the shorter remaining term to maturity will be used.
-
-
If the calculation agent cannot obtain three Treasury notes quotations as described in the immediately preceding bullet point, the calculation
agent will determine the CMT rate to be a yield to maturity based on the arithmetic mean of the secondary market offer side prices as of approximately 3:30 p.m., New York City time, on the
interest determination date of three reference dealers in New York, New York, selected using the same method described in the immediately preceding bullet point, for Treasury notes with an original
maturity equal to the number of years closest to but not less than the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in a principal
amount that is representative for a single transaction in the securities in that market at that time.
-
-
If three or four, and not five, of the reference dealers are quoting as described above, then the CMT rate will be based on the arithmetic mean
of the offer prices obtained and neither the highest nor the lowest of those quotes will be eliminated.
-
-
If fewer than three reference dealers selected by the calculation agent are quoting as described above, the CMT rate for that interest
determination date will remain the CMT rate for the immediately preceding interest reset period, or, if none, the rate of interest payable will be the initial interest rate.
"Designated
CMT Reuters Page" means the display on Reuters, or any successor service, on the page designated in the applicable prospectus supplement or any
other page as may replace that page on that service for the purpose of displaying Treasury Constant Maturities as published by the Board of Governors of the Federal Reserve System, or its successor,
on its website or in another recognized electronic source. If no page is specified in the applicable prospectus supplement, the Designated CMT Reuters Page will be FEDCMT, for the most recent week.
"Designated
CMT Maturity Index" means the original period to maturity of the U.S. Treasury securities, which is either 1, 2, 3, 5, 7, 10, 20 or
30 years, as specified in the applicable prospectus supplement, for which the CMT rate will be calculated. If no maturity is specified in the applicable prospectus supplement, the Designated
CMT Maturity Index will be two years.
Redemption and Repayment
Optional Redemption By Us. The prospectus supplement will indicate the terms of our option, if any, to redeem the debt securities. We
will mail a
notice of redemption to each holder which, in the case of global securities, will be the depositary, as holder of the global securities, by first-class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption, or within the redemption notice period designated in the applicable prospectus supplement, to the address of each holder as
that address appears upon the books maintained by the security registrar. The debt securities will not be subject to any sinking fund.
A
partial redemption of the debt securities may be effected by such method as the trustee shall deem fair and appropriate and may provide for the selection for redemption of a portion of
the principal amount of debt securities held by a holder equal to an authorized denomination. If we redeem less than all of the debt securities and the debt securities are then held in book-entry
form, the redemption will be made in accordance with the depositary's customary procedures. We have been advised that it is DTC's practice to determine by the lot the amount of each participant in the
debt securities to be redeemed.
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Unless
we default in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the debt securities called for redemption.
Optional Make-Whole Redemption of Debt Securities. If the applicable prospectus supplement provides for a make-whole redemption of debt
securities at
our option, the following provisions will apply unless otherwise specified in the applicable prospectus supplement. Upon redemption of such debt securities, we will pay a redemption price equal to the
greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to the redemption date:
-
-
100% of the principal amount of the debt securities to be redeemed; and
-
-
the sum of the present values of the remaining scheduled payments.
In
determining the present values of the remaining scheduled payments, such payments will be discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) using a discount rate equal to the treasury rate plus the spread specified in the applicable prospectus supplement.
The
following terms are relevant to the determination of the redemption price:
"Treasury
rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield to
maturity of the comparable treasury issue. In determining this rate, the price for the comparable treasury issue (expressed as a percentage of its principal amount) will be assumed to be 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 an actual or interpolated
maturity comparable to the remaining term of the debt securities 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 such debt securities.
"Independent
investment banker" means any of the lead underwriters for the offering of the debt securities to be redeemed or their respective successors as
may be appointed from time to time by the quotation agent after consultation with us; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "primary treasury dealer"), we will substitute therefor another primary treasury dealer.
"Comparable
treasury price" means (A) the arithmetic average of the reference treasury dealer quotations for such redemption date after excluding the
highest and lowest reference treasury dealer
quotations, or (B) if the quotation agent obtains fewer than three reference treasury dealer quotations, the arithmetic average of all reference treasury dealer quotations for such redemption
date.
"Reference
treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the arithmetic average, as determined
by the quotation agent, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the quotation agent by such
reference treasury dealer by 3:30 p.m. (New York City time) on the third business day preceding such redemption date.
"Reference
treasury dealer" means each of the lead underwriters for the offering of the debt securities to be redeemed or their respective successors and any
other primary treasury dealer selected by the quotation agent after consultation with us.
"Remaining
scheduled payments" means, with respect to any debt security to be redeemed, the remaining scheduled payments of the principal and interest
thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an
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interest
payment date with respect to such debt security, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.
The
quotation agent will be specified in the applicable prospectus supplement.
Repayment At Option Of Holder. Unless the applicable prospectus supplement provides otherwise, debt securities will not be repayable at
the option of
the holder prior to stated maturity. If the applicable prospectus supplement relating to a series of debt securities indicates that the holder has the option to have us repay a debt security of that
series on a date or dates specified prior to its stated maturity date, the repayment price will be equal 100% of the principal amount of the debt security, together with accrued interest, if any, to
the date of repayment. For debt securities issued with original issue discount, the prospectus supplement will specify the amounts payable upon repayment. See "Interest and Principal
PaymentsDiscount Debt Securities" for the manner in which such amounts will be determined.
For
us to repay a debt security, the paying agent must receive at least 30 days but not more than 45 days prior to the repayment
date:
-
-
the debt security with the form entitled "Election Form" on the reverse of the debt security duly completed; or
-
-
a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory
Authority, Inc. or a commercial bank or trust company in the United States setting forth the name of the holder of the debt security, the principal amount of the debt security, the principal
amount of the debt security to be repaid, the certificate number or a description of the tenor and terms of the debt security, a statement that the option to elect repayment is being exercised and a
guarantee that the debt security to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse of the debt security, will be received by the paying agent not
later than the fifth business day after the date of the telegram, telex, facsimile transmission or letter. However, the telegram, telex, facsimile transmission or letter will only be effective if that
debt security and form duly completed are received by the paying agent by the fifth business day after the date of that telegram, telex, facsimile transmission or letter.
Exercise
of the repayment option by the holder of a debt security will be irrevocable. The holder may exercise the repayment option for less than the entire principal amount of the debt
security but, in that event, the principal amount of the debt security remaining outstanding after repayment must be an authorized denomination.
If
a debt security is represented by a global security, the depositary or the depositary's nominee will be the holder of the debt security and therefore will be the only entity that can
exercise a right to repayment. In order to ensure that the depositary's nominee will timely exercise a right to repayment of a particular debt security, the beneficial owner of the debt security must
instruct the broker or other direct or indirect participant through which it holds an interest in the debt security to notify the depositary of its desire to exercise a right to repayment. Different
firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through
which it holds an interest in a debt security in order to ascertain the cut-off time by which an instruction must be given in order for timely notice to be delivered to the depositary.
We
may purchase debt securities at any price in the open market or otherwise. Debt securities so purchased by us may, at our discretion, be held or resold or surrendered to the trustee
for cancellation.
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Foreign Currencies
Unless otherwise specified in the applicable prospectus supplement, the debt securities will be denominated and payable in U.S. dollars. If any
of the debt securities are to be denominated in a foreign currency or currency unit, or if the principal of and premium, if any, and any interest on any of the debt securities is to be payable at your
option or at our option in a currency, including a currency unit, other than that in which such debt securities are denominated, we will provide additional information pertaining to such debt
securities in the applicable prospectus supplement.
Denominations
Unless we state otherwise in the applicable prospectus supplement, the debt securities will be issued only in registered form, without coupons,
in denominations of $2,000 each and integral multiples of $1,000 in excess thereof. In the event we issue debt securities denominated in a foreign currency, the applicable prospectus supplement will
specify the authorized denominations for those debt securities. (Section 301)
Conversion and Exchange
If any offered debt securities are convertible into preferred stock, depositary shares or common stock at the option of the holders or
exchangeable for preferred stock, depositary shares or common stock at our option, the applicable prospectus supplement will include the terms and conditions governing any conversions and exchanges.
Bearer Debt Securities
If we ever issue bearer debt securities, the applicable prospectus supplement will describe all of the special terms and provisions of debt
securities in bearer form, and the extent to which those special terms and provisions are different from the terms and provisions which are described in this prospectus, which generally apply to debt
securities in registered form, and will summarize provisions of the indenture that relate specifically to bearer debt securities.
Original Issue Discount
Debt securities may be issued under the indenture as original issue discount securities and sold at a substantial discount below their stated
principal amount. If a debt security is an original issue discount security, that means that an amount less than the principal amount of the debt security will be due and payable upon a declaration of
acceleration of the maturity of the debt security
under the indenture. (Section 101) See "Interest and Principal PaymentsDiscount Debt Securities" and "Material U.S. Federal Income Tax Consequences" for the U.S.
federal income tax consequences and other special factors you should consider before purchasing any original issue discount securities.
Classification of Restricted and Unrestricted Subsidiaries
The indenture contains restrictive covenants that apply to us and all of our restricted subsidiaries. Those covenants do not apply to our
unrestricted subsidiaries. For example, the assets and indebtedness of unrestricted subsidiaries and investments by us or our restricted subsidiaries in unrestricted subsidiaries are not included in
the calculations described under the heading "Restrictions on Secured Funded Debt" below. The indenture does not require us to maintain any restricted subsidiaries and, if we do not, the
indenture will not provide any limitations on the amount of secured debt created or incurred by our subsidiaries.
A
"subsidiary" is any corporation of which we own more than 50% of the outstanding shares of voting stock, except for directors' qualifying shares, directly
or indirectly through one or more of our
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other
subsidiaries. "Voting stock" means stock that is entitled in the ordinary course (i.e., not only as a result of the
happening of certain events) to vote in an election for directors.
"Restricted
subsidiaries" means all of our subsidiaries other than unrestricted subsidiaries. A "wholly-owned restricted
subsidiary" is a restricted subsidiary of which we own all of the outstanding capital stock directly or indirectly through our other wholly-owned restricted subsidiaries.
As
of the date of this prospectus, we do not have any "unrestricted subsidiaries." Subsidiaries that may be classified as unrestricted subsidiaries in the
future include:
-
-
certain finance subsidiaries acquired or formed by us after the date of this prospectus;
-
-
any subsidiary that our board of directors in the future designates as an unrestricted subsidiary under the indenture; and
-
-
any other subsidiary, including certain other existing subsidiaries, if a majority of its voting stock is owned by an unrestricted subsidiary.
Our
board of directors can at any time change a subsidiary's designation from an unrestricted subsidiary to a restricted subsidiary if:
-
-
the majority of that subsidiary's voting stock is not owned by an unrestricted subsidiary, and
-
-
after the change of designation, we would be in compliance with the restrictions contained in the secured funded debt covenant described under
the heading "Restrictions on Secured Funded Debt" below. (Sections 101, 1010(a))
Restrictions on Secured Funded Debt
The indenture limits the amount of secured funded debt that we and our restricted subsidiaries may incur or otherwise create, including by
guarantee. Neither we nor our restricted subsidiaries may incur or otherwise create any new secured funded debt unless immediately after the incurrence or
creation:
This
limitation does not apply if the outstanding debt securities are secured equally and ratably with or prior to the new secured funded debt. (Sections 1008(a), 1008(c))
"Secured
funded debt" means funded debt which is secured by a mortgage, lien or other similar encumbrance upon any of our assets or those of our restricted
subsidiaries. (Section 101)
"Funded
debt" means:
-
-
indebtedness maturing, or which we may extend or renew to mature, more than 12 months after the time the amount thereof is computed;
plus
-
-
guarantees of indebtedness of the type described in the preceding bullet point, or of dividends of others (except guarantees in connection with
the sale or discount of accounts receivable, trade acceptances and other paper arising in the ordinary course of business); plus
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-
-
funded debt secured by a mortgage, lien or similar encumbrance on our assets or those of our restricted subsidiaries, whether or not the funded
debt secured by that mortgage, lien or similar encumbrance on our assets or those of our restricted subsidiaries is assumed by us or one of our restricted subsidiaries; plus
-
-
in the case of a subsidiary, all preferred stock of that subsidiary.
Funded
debt does not include any amount relating to obligations under leases, or guarantees of leases, whether or not those obligations would be included as liabilities on our consolidated balance
sheet. (Section 101)
"Indebtedness"
means, except as set forth in the next sentence:
-
-
all items of indebtedness or liability, except capital and surplus, which under generally accepted accounting principles would be included in
total liabilities on the balance sheet as of the date that indebtedness is being determined;
-
-
indebtedness secured by a mortgage, lien or other similar encumbrance on property owned subject to that mortgage, lien or other similar
encumbrance, regardless of whether the indebtedness secured by that mortgage, lien or other similar encumbrance was assumed; and
-
-
guarantees, endorsements (other than for purposes of collection) and other contingent obligations relating to, or to purchase or otherwise
acquire, indebtedness of others, unless the amount is included in the preceding two bullet points.
Indebtedness
does not include any obligations or guarantees of obligations relating to lease rentals, even if the obligations or guarantees of obligations relating to lease rentals would be included
as liabilities on the consolidated balance sheet of us and our restricted subsidiaries. (Section 101)
"Attributable
debt" means:
-
-
the balance sheet liability amount of capital leases as determined by generally accepted accounting principles; plus
-
-
the amount of future minimum operating lease payments required to be disclosed by generally accepted accounting principles, less any amounts
required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges, discounted using the methodology used to calculate the present value of
operating lease payments in our most recent Annual Report to Shareholders reflecting that calculation.
The
amount of attributable debt relating to an operating lease that can be terminated by the lessee with the payment of a penalty will be calculated based on the lesser of
-
-
the aggregate amount of lease payments required to be made until the first date the lease can be terminated by the lessee plus the amount of
the penalty, or
-
-
the aggregate amount of lease payments required to be made during the remaining term of the lease. (Section 101)
"Consolidated
net tangible assets" means the total consolidated amount of our assets and those of our restricted subsidiaries (minus applicable reserves and
other properly deductible items and after excluding any investments made in unrestricted subsidiaries or in corporations while they were unrestricted subsidiaries but which are not subsidiaries at the
time of the calculation), minus
-
-
all liabilities and liability items, including leases or guarantees of leases, which under generally accepted accounting principles would be
included in the balance sheet, except funded debt, capital stock and surplus, surplus reserves and provisions for deferred income taxes, and
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-
-
goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other similar intangibles. (Section 101)
The
following categories of secured funded debt will not be considered in determining whether we are in compliance with the covenant described in the first paragraph under the heading
"Restrictions on Secured Funded Debt":
-
-
secured funded debt of a restricted subsidiary owing to us or to one of our wholly-owned restricted subsidiaries;
-
-
secured funded debt resulting from a mortgage, lien or other similar encumbrance in favor of the U.S. government or any state or any
instrumentality thereof to secure certain payments;
-
-
secured funded debt resulting from a mortgage, lien or other similar encumbrance on property, shares of stock or indebtedness of any company
existing at the time that the company becomes one of our subsidiaries;
-
-
secured funded debt resulting from a mortgage, lien or other similar encumbrance on property, shares of stock or indebtedness which
(1) exists at the time that the property, shares of stock or indebtedness is acquired by us or one of our restricted subsidiaries, including acquisitions by merger or consolidation,
(2) secures the payment of any part of the purchase price of or construction cost for the property, shares of stock or indebtedness or (3) secures any indebtedness incurred prior to, at
the time of, or within 120 days after, the acquisition of the property, shares of stock or indebtedness or the completion of any construction of the property for the purpose of financing all or
a part of the purchase price or construction cost of the property, shares of stock or indebtedness, provided that, in all cases, we continue to comply with the covenant relating to mergers and
consolidations discussed under the heading "Consolidation, Merger or Sale" below;
-
-
secured funded debt secured by a mortgage, lien or other similar encumbrance in connection with the issuance of revenue bonds on which the
interest is exempt from U.S. federal income tax under the Internal Revenue Code of 1986, as amended; and
-
-
any extension, renewal or refunding of (1) any secured funded debt permitted under the first paragraph under "Restrictions
on Secured Funded Debt," (2) any secured funded debt outstanding at January 29, 2000 of any then restricted subsidiary or (3) any secured funded debt of any company outstanding at
the time the company became a restricted subsidiary. (Section 1008(b))
Restrictions on Sale and Lease-Back Transactions
The indenture provides that neither we nor any of our restricted subsidiaries may enter into any sale and lease-back transaction involving any
operating property more than 120 days after
its acquisition or the completion of its construction and commencement of its full operation, unless either:
-
-
we or the restricted subsidiary could (1) create secured funded debt on the property equal to the attributable debt with respect to the
sale and lease-back transaction and (2) still be in compliance with the restrictions on secured funded debt (see "Restrictions on Secured Funded Debt" above); or
-
-
we apply an amount, subject to credits for certain voluntary retirements of debt securities and/or funded debt, equal to the greater of
-
-
the fair value of the property, or
-
-
the net proceeds of the sale,
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This
restriction will not apply to any sale and lease-back transaction
-
-
between us and one of our restricted subsidiaries,
-
-
between any of our restricted subsidiaries, or
-
-
involving a lease for a period, including renewals, of three years or less. (Section 1009)
"Operating
property" means any retail store, distribution center or other property related to our general retail business or that of one of our subsidiaries,
parking facilities and any equipment located at, or a part of, any of these properties if it has a net book value greater than .35% of our consolidated net tangible assets and has been owned and
operated by us or one of our subsidiaries for more than 90 days. If we acquire a new subsidiary that already owns and operates this type of property, then the property will not be considered
operating property until 90 days after the acquisition. (Section 101)
Consolidation, Merger or Sale
The indenture generally permits a consolidation or merger between us and another corporation. It also permits the sale or transfer by us of all
or substantially all of our property and assets and the purchase by us of all or substantially all of the property and assets of another corporation. These transactions are permitted
if:
-
-
the resulting or acquiring corporation, if other than us, assumes all of our responsibilities and liabilities under the indenture, including
the payment of all amounts due on the debt securities and performance of the covenants in the indenture;
-
-
immediately after the transaction, no event of default exists; and
-
-
except in the case of a consolidation or merger of a restricted subsidiary with or into us, either:
-
-
we have obtained the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities (as
defined in the indenture) of each series, or
-
-
immediately after the transaction, the resulting or acquiring corporation could incur additional secured funded debt and still be
in compliance with the restrictions on secured funded debt (see "Restrictions on Secured Funded Debt" above). (Section 801)
Even
though the indenture contains the provisions described above, we are not required by the indenture to comply with those provisions if we sell all of our property and assets to
another corporation if, immediately after the sale:
-
-
that corporation is one of our wholly-owned restricted subsidiaries; and
-
-
we could incur additional secured funded debt and still be in compliance with the restrictions on secured funded debt (see
"Restrictions on Secured Funded Debt" above). (Section 803)
If
we consolidate or merge with or into any other corporation or sell all or substantially all of our assets according to the terms and conditions of the indenture, the resulting or
acquiring corporation will be substituted for us in the indenture with the same effect as if it had been an original party to the indenture. As a result, the successor corporation may exercise our
rights and powers under the indenture, in our name or in its own name and we will be released from all our liabilities and obligations under the indenture and under the debt securities.
(Section 802)
Modification and Waiver
Under the indenture, we and the trustee can modify or amend the indenture with the consent of the holders of a majority in aggregate principal
amount of the outstanding debt securities of each series
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of
debt securities affected by the modification or amendment. However, we may not, without the consent of the holder of each debt security affected:
-
-
change the stated maturity date of any payment of principal or interest;
-
-
reduce certain payments due on the debt securities;
-
-
change the place of payment or currency in which any payment on the debt securities is payable;
-
-
limit a holder's right to sue us for the enforcement of certain payments due on the debt securities;
-
-
reduce the percentage of outstanding debt securities required to consent to a modification or amendment of the indenture;
-
-
limit a holder's right, if any, to repayment of debt securities at the holder's option; or
-
-
modify any of the foregoing requirements or a reduction in the percentage of outstanding debt securities required to waive compliance with
certain provisions of the indenture or to waive certain defaults under the indenture. (Section 902)
Under
the indenture, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series of debt securities may, on behalf of all holders of that
series:
-
-
waive compliance by us with certain restrictive covenants of the indenture; and
-
-
waive any past default under the indenture, except:
-
-
a default in the payment of the principal of or any premium or interest on any debt securities of that series; or
-
-
a default under any provision of the indenture which itself cannot be modified or amended without the consent of the holders of
each outstanding debt security of that series. (Sections 1012, 513)
Events of Default
Unless otherwise specified in the applicable prospectus supplement, an "event of default" means, when used in the
indenture with respect to any series of debt securities, any of the following:
-
-
failure to pay interest on any debt security of that series for 30 days after the payment is due;
-
-
failure to pay the principal of or any premium on any debt security of that series when due;
-
-
failure to deposit any sinking fund payment on debt securities of that series when due;
-
-
failure to perform any other covenant in the indenture that applies to debt securities of that series for 90 days after we have received
written notice of the failure to perform in the manner specified in the indenture;
-
-
default under any indebtedness for borrowed money, including other series of debt securities, or under any mortgage, lien or other similar
encumbrance, indenture or instrument, including the indenture, which secures any indebtedness for borrowed money, and which results in acceleration of the maturity of an outstanding principal amount
of indebtedness greater than $100 million, unless the acceleration is rescinded, or the indebtedness is discharged, within 10 days after we have received written notice of the default in
the manner specified in the indenture;
-
-
certain events in bankruptcy, insolvency or reorganization; or
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-
-
any other event of default that may be specified for the debt securities of that series when that series is created. (Section 501)
If
an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series
may declare the entire principal of all the debt securities of that series to be due and payable immediately. If a declaration occurs, the holders of a majority of the aggregate principal amount of
the outstanding debt securities of that series can, subject to certain conditions, rescind the declaration. (Sections 502, 513)
The
prospectus supplement relating to each series of debt securities which are original issue discount securities will describe the particular provisions that relate to the acceleration
of maturity of a portion of the principal amount of that series when an event of default occurs and continues.
An
event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under the indenture. The
indenture requires us to file an officers' certificate with the trustee each year that states that certain defaults do not exist under the terms of the indenture. (Section 1011) The trustee may
withhold notice to the holders of debt securities of any default, except defaults in the payment of principal, premium, interest or any sinking fund installment, if it considers the withholding of
notice to be in the best interests of the holders. (Section 602)
Other
than its duties in the case of a default, a trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any holders,
unless the holders offer the trustee reasonable indemnification. (Sections 601, 603) If reasonable indemnification is provided, then, subject to certain other rights of the trustee, the holders
of a majority in principal amount of the outstanding debt securities of any series may, with respect to the debt securities of that series, direct the time, method and place
of:
-
-
conducting any proceeding for any remedy available to the trustee; or
-
-
exercising any trust or power conferred upon the trustee. (Sections 512, 603)
The
holder of a debt security of any series will have the right to begin any proceeding with respect to the indenture or for any remedy only
if:
-
-
the holder has previously given the trustee written notice of a continuing event of default with respect to that series;
-
-
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request of, and
offered reasonable indemnification to, the trustee to begin the proceeding;
-
-
the trustee has not started the proceeding within 60 days after receiving the request; and
-
-
the trustee has not received directions inconsistent with the request from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series during those 60 days. (Section 507)
However,
the holder of any debt security will have an absolute right to receive payment of principal of and any premium and interest on the debt security when due and to institute suit to enforce the
payment. (Section 508)
Defeasance
Defeasance and Discharge. At the time that we establish a series of debt securities under the indenture, we may provide that the
debt securities of
that series are subject to the defeasance and
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discharge
provisions of the indenture. Unless otherwise specified in the applicable prospectus supplement, the debt securities offered thereby will be subject to the defeasance and discharge
provisions of the indenture, and we will be discharged from our obligations on the debt securities of that series if we deposit with the trustee, in trust, sufficient money or government obligations
to pay the principal, interest, any premium and any other sums due on the debt securities of that series, such as sinking fund payments, on the dates the payments are due under the indenture and the
terms of the debt securities. (Section 403) As used above, "government obligations" means:
-
-
securities of the same government which issued the currency in which the series of debt securities are denominated and in which interest is
payable; or
-
-
securities of government agencies backed by the full faith and credit of that government. (Section 101)
In
the event that we deposit funds in trust and discharge our obligations under a series of debt securities as described above, then:
-
-
the indenture will no longer apply to the debt securities of that series (except for obligations to compensate, reimburse and indemnify the
trustee, to register the transfer and exchange of debt securities, to replace lost, stolen or mutilated debt securities and to maintain paying agencies and the trust funds); and
-
-
holders of debt securities of that series can only look to the trust fund for payment of principal, any premium and interest on the debt
securities of that series. (Section 403)
Defeasance of Certain Covenants and Certain Events of Default. At the time that we establish a series of debt securities under
the indenture, we can
provide that the debt securities of that series are subject to the covenant defeasance provisions of the indenture. Unless otherwise specified in the applicable prospectus supplement, the debt
securities offered thereby will be subject to the covenant defeasance provisions of the indenture, and if we make the deposit described in this section under the heading "Defeasance and
Discharge" above:
-
-
we will not have to comply with the following restrictive covenants contained in the indenture:
-
-
Consolidation, Merger or Sale (Sections 801, 803);
-
-
Restrictions on Secured Funded Debt (Section 1008);
-
-
Restrictions on Sale and Lease-Back Transactions (Section 1009);
-
-
Classification of Restricted and Unrestricted Subsidiaries (Section 1010); and
-
-
any other covenant we designate when we establish the series of debt securities; and
-
-
we will not have to treat the events described in the fourth bullet point under the heading "Events of Default" as they relate to
the covenants listed above that have been defeased and no longer are in effect and the events described in the fifth, sixth and seventh bullet points under the heading "Events of Default"
as events of default under the indenture in connection with that series.
In
the event of a defeasance, our obligations under the indenture and the debt securities, other than with respect to the covenants and the events of default specifically referred to above, will
remain in effect. (Section 1501)
If
we exercise our option not to comply with the certain covenants listed above and the debt securities of that series become immediately due and payable because an event of default has
occurred, other than as a result of an event of default specifically referred to above, the amount of money and/or government obligations on deposit with the trustee will be sufficient to pay the
principal, interest, any
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premium
and any other sums, due on the debt securities of that series (such as sinking fund payments) on the date the payments are due under the indenture and the terms of the debt securities, but may
not be sufficient to pay amounts due at the time of acceleration. However, we would remain liable for the balance of the payments. (Section 1501)
Substitution of Collateral. Unless otherwise specified in the applicable prospectus supplement, we will have the ability to, at
any time, withdraw
any money or government obligations deposited under the defeasance provisions described above if we simultaneously substitute other money and/or government obligations which would satisfy our payment
obligations on the debt securities of that series under the defeasance provisions applicable to those debt securities. (Section 402)
Tax Consequences. Under U.S. federal income tax law, a defeasance and discharge as described above may be treated as an exchange
of the related debt
securities for an interest in the trust mentioned above. Each holder might be required to recognize gain or loss equal to the difference between:
-
-
the holder's cost or other tax basis for the debt securities, and
-
-
the value of the holder's interest in the trust.
Holders
might also be required to include in income a share of the income, gain or loss of the trust, including gain or loss recognized in connection with any substitution of collateral,
as described under the heading "Substitution of Collateral" above. The exercise of a covenant defeasance may also be treated for U.S. federal income tax purposes as a deemed exchange of
the related debt securities for the debt securities as modified. You are urged to consult your own tax advisers as to the specific consequences of a defeasance and discharge or covenant defeasance as
described above, including the applicability and effect of tax laws other than U.S. federal income tax law.
Book-Entry, Delivery and Form
We have obtained the information in this section concerning DTC, Clearstream Banking, société anonyme, or
"Clearstream," and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or "Euroclear," and the book-entry system and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of
this information.
Unless
otherwise specified in the applicable prospectus supplement, the debt securities will be issued as fully-registered global securities which will be deposited with, or on behalf
of, DTC and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global securities will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct or indirect participants in DTC. The direct and indirect participants will remain responsible for keeping account of their holdings on
behalf of their customers. Investors may elect to hold their interests in the global securities through either DTC (in the United States) or (in Europe) through Clearstream or through Euroclear.
Investors may hold their interests in the global securities directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Interests
held through Clearstream and Euroclear will be recorded on DTC's books as being held by the U.S. depositary for each of Clearstream and Euroclear (the "U.S.
Depositaries"), which U.S. Depositaries will, in turn, hold interests on behalf of their participants' customers' securities accounts. Unless otherwise specified in the applicable
prospectus supplement, beneficial interests in the global securities will be held in denominations of $2,000 and multiples of $1,000 in excess thereof. Except as set forth below, the global securities
may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
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Debt securities represented by a global security can be exchanged for definitive securities in registered form only if:
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DTC notifies us that it is unwilling or unable to continue as depositary for that global security and we do not appoint a qualified successor
depositary within 90 days after receiving that notice;
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at any time DTC ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within
90 days after becoming aware that DTC has ceased to be registered as a clearing agency;
-
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we in our sole discretion determine that such global security will be exchangeable for definitive securities in registered form or elect to
terminate the book-entry system through DTC and notify the trustee of our decision; or
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-
an event of default with respect to the debt securities represented by that global security has occurred and is continuing.
A
global security that can be exchanged as described in the preceding sentence will be exchanged for definitive securities issued in authorized denominations in registered form for the
same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by DTC.
We
will make principal and interest payments on all debt securities represented by a global security to the paying agent which in turn will make payment to DTC or its nominee, as the
case may be, as the sole registered owner and the sole holder of the debt securities represented by a global security for all purposes under the indenture. Accordingly, we, the trustee and any paying
agent will have no responsibility or liability for:
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-
any aspect of DTC's records relating to, or payments made on account of, beneficial ownership interests in a debt security represented by a
global security;
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any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of
beneficial interests in a global security held through those participants; or
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the maintenance, supervision or review of any of DTC's records relating to those beneficial ownership interests.
DTC
has advised us that its current practice is to credit direct participants' accounts on each payment date with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such global security as shown on DTC's records, upon DTC's receipt of funds and corresponding detail information. The underwriters or agents for the debt
securities represented by a global security will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global security will be governed by
standing instructions and customary practices, as is the case with securities held for customer accounts registered in "street name," and will be the sole responsibility of those participants, and not
of DTC or its nominee, the trustee, any agent of ours, or us, subject to any statutory or regulatory requirements. Book-entry notes may be more difficult to pledge because of the lack of a physical
note.
So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole
owner and holder of the debt securities represented by that global security for all purposes of the debt securities. Owners of beneficial interests in the debt securities will not be entitled to have
debt securities registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered
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owners
or holders of debt securities under the indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if that person is not a DTC
participant, on the procedures of the participant through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some jurisdictions may require that
certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial
owners may experience delays in receiving distributions on their debt securities since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to
the beneficial owner's account.
We
understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global security desires to take any action
which a holder is entitled to take under the indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize
the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.
Beneficial
interests in a global security will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for
that global security. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the debt securities will be governed by
arrangements among them, subject to any statutory or regulatory requirements in effect.
DTC
has advised us that it is a limited-purpose trust company organized under the New York banking law, a "banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under the Exchange Act. 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.
DTC
holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic
book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC's participants include securities brokers and dealers, including
underwriters, banks, trust companies, clearing corporations and certain other organizations, some of which, and/or their representatives, own DTCC. Banks, brokers, dealers, trust companies and others
that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC's book-entry system. The rules applicable to DTC and its participants
are on file with the SEC.
DTC
has advised us that the above information with respect to DTC has been provided to its participants and other members of the financial community for informational purposes only and
is not intended to serve as a representation, warranty or contract modification of any kind.
Clearstream has advised us that it is incorporated under the laws of Luxembourg as an international clearing system. Clearstream holds
securities for its participating organizations, or "Clearstream Participants," and facilitates the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream
Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in several countries. As a professional depositary,
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Clearstream
is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized
financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Clearstream's U.S.
Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a Clearstream Participant either directly or indirectly.
Distributions
with respect to debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and
procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear, or "Euroclear
Participants," and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and
interacts with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V., or the "Euroclear Operator," under contract with
Euroclear plc, a U.K. corporation. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks,
securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship
with a Euroclear Participant, either directly or indirectly. Euroclear is an indirect participant in DTC.
The
Euroclear Operator is a Belgian bank. As such, it is regulated by the Belgian Banking and Finance Commission and the National Bank of Belgium.
Securities
clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of
the Euroclear System, and applicable Belgian law, which we will refer to herein as the "Terms and Conditions." The Terms and Conditions govern transfers of securities and
cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities
in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
Distributions
with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and
Conditions, to the extent received by the Euroclear Operator.
Euroclear
has further advised us that investors that acquire, hold and transfer interests in the debt securities by book-entry through accounts with the Euroclear Operator or any other
securities intermediary are subject to the laws and contractual provisions governing their relationship with such intermediary, as well as the laws and contractual provisions governing the
relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.
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Global Clearance and Settlement Procedures
Unless otherwise specified in the applicable prospectus supplement, initial settlement for the debt securities will be made in immediately
available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC's Same-Day
Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market
transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear 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 U.S. Depositary; however, such cross-market transactions
will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities through DTC, and
making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions
directly to their respective U.S. Depositaries.
Because
of time-zone differences, credits of debt securities received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent
securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be reported
to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream
Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as
of the business day following settlement in DTC.
If
the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and Clearstream payments, deliveries,
transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for
business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the
securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may
find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day
may need to act before the expiration date.
Although
DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream and Euroclear,
they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor any paying agent will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.
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The Trustee
From time to time, we and certain of our subsidiaries may maintain deposit accounts and may conduct other banking transactions with the trustee
or its affiliates in the ordinary course of business.
Notices
Unless otherwise specified in the applicable prospectus supplement, any notices required to be given to the holders of the debt securities in
global form will be given to the depositary.
Governing Law
The indenture is, and the debt securities will be, governed by, and construed in accordance with, Minnesota law.
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DESCRIPTION OF PREFERRED STOCK
This section describes the general terms and provisions of our preferred stock that may be offered under this prospectus. The prospectus
supplement will describe the specific terms of the
series of preferred stock offered through that prospectus supplement and any general terms outlined in this section that will not apply to that series of preferred stock.
We
have summarized the material terms and provisions of the preferred stock in this section. We have also filed our amended and restated articles of incorporation and the form of
certificate of designation, preferences and rights of preferred stock, which we will refer to as the "certificate of designation," as exhibits to the registration
statement of which this prospectus is a part. You should read our amended and restated articles of incorporation and the certificate of designation relating to the applicable series of the preferred
stock for additional information before you buy any preferred stock.
General
Under our amended and restated articles of incorporation, our board of directors has the authority, without further shareholder action, to issue
a maximum of 5,000,000 shares of preferred stock, including shares issued or reserved for issuance. As of May 8, 2018, we had no shares of preferred stock outstanding. The board of directors
has the authority to determine or fix the following terms with respect to shares of any series of preferred stock:
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the number of shares and designation or title of the shares;
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dividend rights;
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whether and upon what terms the shares will be redeemable;
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the rights of the holders upon our dissolution or upon the distribution of our assets;
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whether and upon what terms the shares will have a purchase, retirement or sinking fund;
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whether and upon what terms the shares will be convertible;
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the voting rights, if any, which will apply; and
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any other preferences, rights, limitations or restrictions of the series.
If
we purchase, redeem or convert shares of preferred stock, we will retire and cancel them and restore them to the status of authorized but unissued shares of preferred stock. Those shares will not
be part of any particular series of preferred stock and may be reissued by us.
As
described under "Description of Depositary Shares" below, we may elect to offer depositary shares represented by depositary receipts. If we so elect, each depositary share will
represent a fractional interest, to be specified in the applicable prospectus supplement, in a share of preferred stock. If we issue depositary shares representing interests in preferred stock, those
shares of preferred stock will be deposited with a depositary.
The
preferred stock offered under this prospectus will have the dividend, liquidation, redemption, voting and conversion rights described in this section unless the applicable prospectus
supplement provides otherwise. You should read the prospectus supplement relating to the particular series of preferred stock it offers for specific terms,
including:
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the title and liquidation preference of the preferred stock and the number of shares offered;
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the initial public offering price at which we will issue the preferred stock;
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the dividend rate or rates (or method of calculation), the dividend periods, the dates on which dividends will be payable and whether the
dividends will be cumulative or noncumulative and, if cumulative, the dates from which the dividends will start to cumulate;
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any redemption or sinking fund provisions;
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any conversion provisions;
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whether we have elected to offer depositary shares as described under "Description of Depositary Shares" below; and
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any additional dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions.
When
we issue shares of preferred stock, they will be fully paid and nonassessable. This means you will have paid the full purchase price for your shares of preferred stock and you will
not be assessed any additional amount for your stock. Unless the applicable prospectus supplement specifies otherwise:
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each series of preferred stock offered under this prospectus will rank equally in all respects with the outstanding shares of each other series
of preferred stock offered under this prospectus;
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the preferred stock offered under this prospectus will have no preemptive rights to subscribe for any additional securities which we may issue
in the future, which means that the holders of those shares of preferred stock will have no right, as holders of shares of preferred stock, to buy any portion of those future securities; and
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EQ Shareowner Services will be the transfer agent and registrar for the preferred stock offered under this prospectus and any depositary
shares.
Dividends
The holders of the preferred stock of each series offered under this prospectus will be entitled to receive cash dividends, if, when and as
declared by our board of directors or its duly authorized committee, out of our assets that we can legally use to pay dividends. The applicable prospectus supplement relating to a particular series of
preferred stock will describe the dividend rates and dates on which dividends will be payable. The rates may be fixed or variable or both. If the dividend rate is variable, the applicable prospectus
supplement will describe the formula used for determining the dividend rate for each dividend period. We will pay dividends to the holders of record as they appear on our stock books on the record
dates fixed by our board of directors or its duly authorized committee.
The
applicable prospectus supplement will also state whether the dividends on any series of the preferred stock offered under this prospectus are cumulative or noncumulative. If our
board of directors does not declare a dividend payable on a dividend payment date on any noncumulative series
of preferred stock, then the holders of that series will not be entitled to receive a dividend for that dividend period and we will not be obligated to pay the dividend for that dividend period even
if our board declares a dividend on that series payable in the future.
Our
board will not declare and pay a dividend on any of our stock ranking, as to dividends, equal with or junior to the preferred stock offered under this prospectus unless full
dividends on that preferred stock have been declared and paid, or declared and sufficient money is set aside for payment. Until full dividends are paid, or declared and payment is set aside, on all
preferred stock ranking equal as to dividends, then:
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we will declare any dividends pro rata among the shares of preferred stock of each series offered under this prospectus and any other series of
preferred stock ranking equal to that series of preferred stock offered under this prospectus as to dividends, which means that the dividends we
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We
will not owe any interest, or any money in lieu of interest, on any dividend payment(s) on any series of the preferred stock offered under this prospectus which may be past due.
Redemption
We may redeem all or part of a series of the preferred stock offered under this prospectus and that series may be subject to mandatory
redemption under a sinking fund or otherwise, as described in the applicable prospectus supplement. Redeemed shares of preferred stock will become authorized but unissued shares of preferred stock
that we may issue in the future.
If
a series of the preferred stock is subject to mandatory redemption, the applicable prospectus supplement will specify the number of shares that we will redeem each year and the
redemption price. If shares of preferred stock are redeemed, we will pay all accrued and unpaid dividends on those shares to, but excluding, the redemption date. The prospectus supplement will also
specify whether the redemption price will be paid in cash or other property. If
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we are only permitted to pay the redemption price for a series of preferred stock from the proceeds of a capital stock issuance, and
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the proceeds from the issuance are insufficient or no issuance has occurred,
then
the terms of that series may provide that the preferred stock will automatically and mandatorily be converted into that capital stock.
If
fewer than all of the outstanding shares of any series of the preferred stock are to be redeemed, our board of directors will determine the number of shares to be redeemed. We will
redeem the shares pro rata from the holders of record in proportion to the number of shares held by them, with adjustments to avoid redemption of fractional shares.
Even
though the terms of a series of preferred stock may permit redemption of all or a part of the preferred stock, if any dividends, including accumulated dividends, on that series are
past due:
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we will not redeem any preferred stock of that series unless we simultaneously redeem all outstanding preferred stock of that series; and
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we will not purchase or otherwise acquire any preferred stock of that series.
The
prohibition discussed in the prior sentence will not prohibit us from purchasing or acquiring preferred stock of that series under a purchase or exchange offer if we make the offer on the same
terms to all holders of that series.
Unless
the applicable prospectus supplement specifies otherwise, we will give notice of a redemption by mailing a notice to each record holder of the shares to be redeemed, between 30 to
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60 days
prior to the date fixed for redemption (unless we issue depositary shares representing interests in shares of preferred stock, in which case we will send a notice to the depositary
between 40 to 70 days prior to the date fixed for redemption). We will mail the notices to the holders' addresses as they appear on our stock records. Each notice will
state:
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the redemption date;
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the number of shares and the series of the preferred stock to be redeemed;
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the redemption price;
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the place or places where holders can surrender the certificates for the preferred stock for payment of the redemption price;
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that dividends on the shares to be redeemed will cease to accrue on the redemption date; and
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the date when the holders' conversion rights, if any, will terminate.
If
we redeem fewer than all shares of any series of the preferred stock held by any holder, we will also specify the number of shares to be redeemed from the holder in the notice.
If
we have given notice of the redemption and have provided the funds for the payment of the redemption price, then beginning on the redemption
date:
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the dividends on the preferred stock called for redemption will no longer accrue;
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those shares will no longer be considered outstanding; and
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the holders will no longer have any rights as shareholders except to receive the redemption price.
When
the holder properly surrenders the redeemed shares, the redemption price will be paid out of the funds provided by us. If we redeem fewer than all of the shares represented by any certificate, we
will issue a new certificate representing the unredeemed shares without cost to the holder.
If
a redemption described above is deemed to be a "tender offer" within the meaning of Rule 14e-1 under the Exchange Act, we will comply with all applicable provisions of the
Exchange Act.
Conversion
The applicable prospectus supplement relating to a series of convertible preferred stock will describe the terms on which shares of that series
are convertible into shares of common stock or a different series of preferred stock.
Rights Upon Liquidation
Unless the applicable prospectus states otherwise, if we voluntarily or involuntarily liquidate, dissolve or wind up our business, the holders
of shares of each series of preferred stock offered under this prospectus will be entitled to receive:
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liquidation distributions in the amount stated in the applicable prospectus supplement; and
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-
all accrued and unpaid dividends (whether or not earned or declared).
We
will pay these amounts to the holders of shares of those series of preferred stock, and all amounts owing on any preferred stock ranking equally with those series of preferred stock as to
distributions upon liquidation, out of our assets available for distribution to shareholders before any distribution is made to holders of any securities ranking junior to those series of preferred
stock upon liquidation.
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The
sale of all or substantially all of our property and assets, our merger into or consolidation with any other corporation or the merger of any other corporation into us will not be
considered a dissolution, liquidation or winding up of our business.
We
will make pro rata distributions to the holders of a series of preferred stock offered under this prospectus and any other shares of our stock ranking equal as to that series of
preferred stock as to distributions upon dissolution, liquidation or winding up of our business if:
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we voluntarily or involuntarily liquidate, dissolve or wind up our business, and
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-
we do not have enough assets available for distribution to the holders of that series of preferred stock and any other shares of our stock
ranking equal with that series as to any such distribution to pay all amounts to which the holders are entitled.
This
means the distributions we pay to the holders of all shares ranking equal as to distributions upon dissolution, liquidation or winding up of our business will bear the same relationship to each
other that the full distributable amounts for which those holders are respectively entitled upon dissolution, liquidation or winding up of our business bear to each other.
After
we pay the full amount of the liquidation distribution to which the holders of a series of the preferred stock are entitled, those holders will have no right or claim to any of our
remaining assets.
Voting Rights
Except as described in this section or in the applicable prospectus supplement, or except as expressly required by applicable law, the holders
of the preferred stock offered under this prospectus will not be entitled to vote. If the holders of a series of preferred stock are entitled to vote and the applicable prospectus supplement does not
state otherwise, then each share of preferred stock will have one vote.
As
more fully described under "Description of Depositary Shares" below, if we issue depositary shares representing fractional interests in a share of preferred stock, the holders of each
depositary share will be entitled to a fraction of a vote.
For
any series of preferred stock having one vote per share, the voting power of the series, on matters on which holders of that series and holders of any other series of preferred stock
are entitled to vote as a single class, will solely depend on the total number of shares in that series and not the aggregate liquidation preference or initial offering price.
Unless
we receive the consent of the holders of an outstanding series of preferred stock offered under this prospectus and the outstanding shares of all other series of preferred stock
which:
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-
rank equal with that series either as to dividends or the distribution of assets upon liquidation, dissolution or winding up of our business,
and
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-
have voting rights that are exercisable and that are similar to those of that series, we will not:
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-
authorize, create or issue, or increase the authorized or issued amount of, any class or series of stock ranking prior to that
series with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of our business; or
-
-
amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of our amended and restated articles of
incorporation, or of the resolutions contained in a certificate of designation creating that series in a way that materially and adversely affects any right, preference, privilege or voting power of
that series.
This
consent must be given by the holders of at least two-thirds of all outstanding preferred stock described in the preceding sentence, voting together as a single class. However, we will not be
required
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to
obtain this consent with respect to any amendment, alteration or repeal affecting the rights, preferences, privileges or voting powers of preferred stock of the type described above, if we only
-
-
increase the amount of the authorized preferred stock,
-
-
create and issue another series of preferred stock, or
-
-
increase the amount of authorized shares of any series of preferred stock,
so
long as that preferred stock in each case ranks equal with or junior to the shares of preferred stock offered under this prospectus with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of our business.
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DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of the depositary shares. The prospectus supplement will describe the specific terms of
the depositary shares offered through that prospectus supplement and any general terms outlined in this section that will not apply to those depositary shares.
We
have summarized the material terms and provisions of the deposit agreement, the depositary shares and the depositary receipts in this section. We have also filed the form of deposit
agreement, including the form of depositary receipt, as an exhibit to the registration statement of which this prospectus is a part. You should read the forms of deposit agreement and depositary
receipt relating to a series of preferred stock for additional information before you buy any depositary shares that represent preferred stock of that series.
General
We may offer fractional interests in preferred stock, rather than full shares of preferred stock. If we do, we will provide for the issuance by
a depositary to the public of receipts for depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock.
The
shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company having its
principal office in the United States and having a combined capital and surplus of at least $50 million, which we refer to in this prospectus as the "depositary."
We will name the depositary in the applicable prospectus supplement. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights
and preferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.
The
depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred
stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, we may order the depositary to issue temporary
depositary receipts substantially identical to the final depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they
held the depositary receipts in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.
If
you surrender depositary receipts at the principal office of the depositary, unless the related depositary shares have previously been called for redemption, you are entitled to
receive the number of shares of preferred stock and any money or other property represented by the depositary shares. We will not issue partial shares of preferred stock. If you deliver depositary
receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock, the depositary will issue you a new depositary receipt evidencing the excess
number of depositary shares at the same time that the shares of preferred stock are withdrawn. Holders of preferred stock received in exchange for depositary shares will no longer be entitled to
deposit those shares under the deposit agreement or to receive depositary shares in exchange for those shares of preferred stock.
Dividends and Other Distributions
The depositary will distribute all cash dividends or other cash distributions received with respect to the preferred stock to the record holders
of depositary shares representing the shares of preferred stock in proportion to the numbers of depositary shares owned by the holders on the relevant record date. The depositary will not distribute
amounts less than one cent. The depositary will distribute any balance with the next sum received for distribution to record holders of depositary shares.
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If
there is a distribution other than in cash, the depositary will distribute property to the holders of depositary shares, unless the depositary determines that it is not feasible to
make the distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.
The
deposit agreement will also contain provisions relating to how any subscription or similar rights offered by us to holders of the preferred stock will be made available to the
holders of depositary shares.
Conversion and Exchange
If any series of preferred stock underlying the depositary shares is subject to conversion or exchange, the applicable prospectus supplement
will describe the rights or obligations of each record holder of depositary receipts to convert or exchange the depositary shares.
Redemption of Depositary Shares
If the series of the preferred stock underlying the depositary shares is subject to redemption, all or a part of the depositary shares will be
redeemed from the redemption proceeds of that series of the preferred stock held by the depositary. The depositary will mail notice of redemption between 30 to 60 days prior to the date fixed
for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in the depositary's records. The redemption price per depositary share will bear the same
relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred stock. Whenever we redeem preferred stock held by the depositary, the
depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by lot or pro rata as determined by the depositary.
After
the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the
holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon the redemption. Payments will be made when holders
surrender their depositary receipts to the depositary.
Voting the Preferred Stock
When the depositary receives notice of any meeting at which the holders of the preferred stock may vote, the depositary will mail information
about the meeting contained in the notice to the record holders of the depositary shares relating to the preferred stock. Each record holder of depositary shares on the record date, which will be the
same date as the record date for the preferred stock, will be entitled to instruct the depositary as to how the preferred stock underlying the holder's depositary shares should be voted.
The
depositary will try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions received. We will agree to take all
action requested by and deemed necessary by the depositary in order to enable the depositary to vote the preferred stock in that manner. The depositary will not vote any preferred stock for which it
does not receive specific instructions from the holders of the depositary shares relating to such preferred stock.
Taxation
Owners of depositary shares will be treated for U.S. federal income tax purposes as if they were owners of the preferred stock represented by
the depositary shares. Accordingly, for U.S. federal
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income
tax purposes they will have the income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:
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no gain or loss will be recognized for U.S. federal income tax purposes upon the withdrawal of preferred stock in exchange for depositary
shares as provided in the deposit agreement;
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the tax basis of each share of preferred stock to an exchanging owner of depositary shares will, upon the exchange, be the same as the
aggregate tax basis of the depositary shares exchanged for such preferred stock; and
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the holding period for the preferred stock, in the hands of an exchanging owner of depositary shares who held the depositary shares as a
capital asset at the time of the exchange, will include the period that the owner held the depositary shares.
Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may be amended by agreement between
us and the depositary at any time. However, any amendment that materially and adversely alters the rights of the existing holders of depositary shares will not be effective unless approved by the
record holders of at least a majority of the depositary shares then outstanding. A deposit agreement may be terminated by us or the depositary only if:
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all outstanding depositary shares relating to the deposit agreement have been redeemed; or
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there has been a final distribution on the preferred stock of the relevant series in connection with our liquidation, dissolution or winding up
of our business and the distribution has been distributed to the holders of the related depositary shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay
associated charges of the depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and
governmental charges and any other charges that are stated to be their responsibility in the deposit agreement.
Miscellaneous
We will forward to the holders of depositary shares all reports and communications that we must furnish to the holders of the preferred stock.
Neither
the depositary nor we will be liable if the depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the deposit
agreement. Our
obligations and the depositary's obligations under the deposit agreement will be limited to performance in good faith of duties set forth in the deposit agreement. Neither the depositary nor we will
be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to us and/or the depositary. We and the
depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to
be competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us. We may also remove the depositary at any time. Resignations or removals will
take effect when a successor depositary is appointed and it accepts the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.
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DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions of the shares of our common stock. The prospectus supplement will describe the specific
terms of the common stock offered through that prospectus supplement and any general terms outlined in this section that will not apply to that common stock.
We
have summarized the material terms and provisions of the common stock in this section. We have also filed our amended and restated articles of incorporation and our bylaws as exhibits
to the registration statement of which this prospectus is a part. You should read our amended and restated articles of incorporation and our bylaws for additional information before you buy any common
stock.
General
Shares Outstanding. As of April 16, 2018, our authorized common stock was 6,000,000,000 shares, of which 535,926,083 shares
were issued and
outstanding.
Dividends. Holders of common stock may receive dividends if, when and as declared by our board of directors out of our funds
that we can legally use
to pay dividends. We may pay dividends in cash, stock or other property. In certain cases, holders of common stock may not receive dividends until we have satisfied our obligations to any holders of
outstanding preferred stock.
Voting Rights. Holders of common stock have the exclusive power to vote on all matters presented to our shareholders unless
Minnesota law or the
certificate of designation for an outstanding series of preferred stock gives the holders of that preferred stock the right to vote on certain matters. Each holder of common stock is entitled to one
vote per share. Holders of common stock may not cumulate their votes when voting for directors, which means that a holder cannot cast more than one vote per share for each director.
Other Rights. If we voluntarily or involuntarily liquidate, dissolve or wind up our business, holders of common stock will
receive pro rata,
according to shares held by them, any remaining assets distributable to our shareholders after we have provided for any liquidation preference for outstanding shares of preferred stock. When we issue
securities in the future, holders of common stock have no preemptive rights to buy any portion of those issued securities. Holders of our common stock have no rights to have their shares of common
stock redeemed by us or to convert their shares of common stock into shares of any other class of our capital stock.
Listing. Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol "TGT." EQ Shareowner
Services serves as
the transfer agent and registrar for the common stock.
Fully Paid. The outstanding shares of common stock are fully paid and nonassessable. This means the full purchase price for the
outstanding shares of
common stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional common stock that we may issue in the future pursuant to an
offering under this prospectus or upon the conversion or exercise of other securities offered under this prospectus will also be fully paid and nonassessable.
Anti-takeover Provisions Contained in Our Articles of Incorporation and Bylaws
Certain provisions of our amended and restated articles of incorporation and bylaws may make it less likely that our management would be changed
or someone would acquire voting control of our company without our board's consent. These provisions may delay, deter or prevent tender offers or takeover attempts that shareholders may believe are in
their best interests, including tender offers or attempts that might allow shareholders to receive premiums over the market price of their common stock.
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Preferred Stock. Our board of directors can at any time, under our amended and restated articles of incorporation, and without
shareholder approval,
issue one or more new series of preferred stock. In some cases, the issuance of preferred stock without shareholder approval could discourage or make more difficult attempts to take control of our
company through a merger, tender offer, proxy contest or otherwise. Preferred stock with special voting rights or other features issued to persons favoring our management could stop a takeover by
preventing the person trying to take control of our company from acquiring enough voting shares necessary to take control.
Nomination Procedures. In addition to our board of directors, shareholders can nominate candidates for our board of directors.
However, a shareholder
must follow the advance notice procedures described in Section 2.09 of our bylaws. In general, a shareholder must submit a written notice of the nomination to our corporate secretary at least
90 days before the anniversary date of the prior year's annual meeting
of shareholders, together with required information regarding the shareholder proponent and the nominee and the written consent of the nominee to serve as director.
Proposal Procedures. Shareholders can propose that business other than nominations to our board of directors be considered at an
annual meeting of
shareholders only if a shareholder follows the advance notice procedures described in our bylaws. In general, a shareholder must submit a written notice of the proposal together with required
information regarding the shareholder and the shareholder's interest in the proposal to our corporate secretary at least 90 days before the anniversary date of the previous year's annual
meeting of our shareholders. Shareholders seeking to have a proposal, other than director nominations, considered for inclusion in our annual proxy statement must comply with the requirements of
Rule 14a-8 of the proxy rules under the federal securities laws.
Amendment of Bylaws. Under our bylaws, our board of directors can adopt, amend or repeal the bylaws, subject to limitations
under the Minnesota
Business Corporation Act. Our shareholders also have the power to change or repeal our bylaws.
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DESCRIPTION OF SECURITIES WARRANTS
This section describes the general terms and provisions of the securities warrants. The prospectus supplement will describe the specific terms
of the securities warrants offered through that prospectus supplement and any general terms outlined in this section that will not apply to those securities warrants.
We
may issue warrants for the purchase of debt securities, preferred stock, depositary shares or common stock, which we collectively refer to as "securities
warrants." Securities warrants may be issued alone or together with debt securities, preferred stock, depositary shares or common stock offered by any prospectus supplement and may be
attached to or separate from those securities. Each series of securities warrants will be issued under a separate warrant agreement between us and a bank or trust company, as warrant agent, which will
be described in the applicable prospectus supplement. The
securities warrant agent will act solely as our agent in connection with the securities warrants and will not act as an agent or trustee for any holders of securities warrants.
We
have summarized the material terms and provisions of the securities warrant agreements and securities warrants in this section. We have also filed the forms of securities warrant
agreements and the certificates representing the securities warrants as exhibits to the registration statement of which this prospectus is a part. You should read the applicable forms of securities
warrant agreement and securities warrant certificate for additional information before you buy any securities warrants.
General
If we offer securities warrants, the applicable prospectus supplement will describe their terms. If securities warrants for the purchase of debt
securities are offered, the applicable prospectus supplement will describe the terms of those securities warrants, including the following if applicable:
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the offering price;
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-
the currencies in which the securities warrants are being offered;
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the designation, aggregate principal amount, currencies, denominations and terms of the series of the debt securities that can be purchased if
a holder exercises the securities warrants;
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the designation and terms of any series of debt securities, preferred stock or depositary shares with which the securities warrants are being
offered and the number of securities warrants offered with each debt security, share of preferred stock, depositary share or share of common stock;
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-
the date on and after which the holder of the securities warrants can transfer them separately from the related common stock or series of debt
securities, preferred stock or depositary shares;
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the principal amount of the series of debt securities that can be purchased if a holder exercises the securities warrant and the price at which
and currencies in which the principal amount may be purchased upon exercise;
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the date on which the right to exercise the securities warrants begins and the date on which the right expires;
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U.S. federal income tax consequences; and
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any other terms of the securities warrants.
Unless
we state otherwise in the applicable prospectus supplement, the securities warrants for the purchase of debt securities will be in registered form only.
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If
securities warrants for the purchase of preferred stock, depositary shares or common stock are offered, the applicable prospectus supplement will describe the terms of those
securities warrants, including the following where applicable:
-
-
the offering price;
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-
the total number of shares that can be purchased if a holder of the securities warrants exercises them and, in the case of securities warrants
for preferred stock or depositary shares, the designation, total number and terms of the series of preferred stock that can be purchased upon exercise or that are underlying the depositary shares that
can be purchased upon exercise;
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-
the designation and terms of the series of debt securities, preferred stock or depositary shares with which the securities warrants are being
offered and the number of securities warrants being offered with each debt security, share of preferred stock, depositary share or share of common stock;
-
-
the date on and after which the holder of the securities warrants can transfer them separately from the related common stock or series of debt
securities, preferred stock or depositary shares;
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-
the number of shares of preferred stock, depositary shares or shares of common stock that can be purchased if a holder exercises the securities
warrant and the price at which the preferred stock, depositary shares or common stock may be purchased upon each exercise;
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-
the date on which the right to exercise the securities warrants begins and the date on which the right expires;
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U.S. federal income tax consequences; and
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-
any other terms of the securities warrants.
Securities
warrants for the purchase of preferred stock, depositary shares or common stock will be in registered form only.
A
holder of securities warrant certificates may:
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-
exchange them for new certificates of different denominations;
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-
present them for registration of transfer; and
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exercise them at the corporate trust office of the securities warrant agent or any other office indicated in the applicable prospectus
supplement.
Until
any securities warrants to purchase debt securities are exercised, the holder of these securities warrants will not have any of the rights of holders of the debt securities that can be purchased
upon exercise, including any right to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the indenture. Until any securities warrants to
purchase preferred stock, depositary shares or common stock are exercised, holders of these securities warrants will not have any rights of holders of the underlying preferred stock, depositary shares
or common stock, including any right to receive dividends or to exercise any voting rights.
Exercise of Securities Warrants
Each holder of a securities warrant is entitled to purchase the principal amount of debt securities or number of shares of preferred stock,
depositary shares or shares of common stock, as the case may be, at the exercise price described in the applicable prospectus supplement. After the close of business on the day when the right to
exercise terminates (or a later date if we extend the time for exercise), unexercised securities warrants will become void.
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A
holder of securities warrants may exercise them by following the general procedure outlined below:
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delivering to the securities warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security;
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properly completing and signing the reverse side of the securities warrant certificate representing the securities warrants; and
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delivering the securities warrant certificate representing the securities warrants to the securities warrant agent within five business days of
the securities warrant agent receiving payment of the exercise price.
If
you comply with the procedures described above, your securities warrants will be considered to have been exercised when the securities warrant agent receives payment of the exercise
price. After you have completed those procedures, we will, as soon as practicable, issue and deliver to you the debt securities, preferred stock, depositary shares or common stock that you purchased
upon exercise. If you exercise
fewer than all of the securities warrants represented by a securities warrant certificate, the securities warrant agent will issue to you a new securities warrant certificate for the unexercised
amount of securities warrants. Holders of securities warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in
connection with the exercise of the securities warrants.
Amendments and Supplements to Securities Warrant Agreements
We may amend or supplement a securities warrant agreement without the consent of the holders of the applicable securities warrants if the
changes are not inconsistent with the provisions of the securities warrants and do not materially adversely affect the interests of the holders of the securities warrants. We, along with the
securities warrant agent, may also modify or amend a securities warrant agreement and the terms of the securities warrants if a majority of the then-outstanding unexercised securities warrants
affected by the modification or amendment consent. However, no modification or amendment that accelerates the expiration date, increases the exercise price, reduces the majority consent requirement
for any such modification or amendment, or otherwise materially adversely affects the rights of the holders of the securities warrants may be made without the consent of each holder affected by the
modification or amendment.
Common Stock Warrant Adjustments
Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of shares of common stock covered by, a
common stock warrant will be adjusted in the manner set forth in the applicable prospectus supplement if certain events occur, including:
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if we issue capital stock as a dividend or distribution on the common stock;
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if we subdivide, reclassify or combine the common stock;
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if we issue rights or warrants to all holders of common stock entitling them to purchase common stock at less than the current market price; or
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if we distribute to all holders of common stock evidences of our indebtedness or our assets, excluding certain cash dividends and distributions
described below, or if we distribute to all holders of common stock rights or warrants, excluding those referred to in the bullet point above.
Except
as stated above, the exercise price and number of shares of common stock covered by a common stock warrant will not be adjusted if we issue common stock or any securities
convertible into
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or
exchangeable for common stock, or securities carrying the right to purchase common stock or securities convertible into or exchangeable for common stock.
Holders
of common stock warrants may have additional rights under the following circumstances:
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a reclassification or change of the common stock;
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a consolidation or merger involving our company; or
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a sale or conveyance to another corporation of all or substantially all of our property and assets.
If
one of the above transactions occurs and holders of our common stock are entitled to receive stock, securities, other property or assets, including cash, with respect to or in exchange for common
stock, the holders of the common stock warrants then outstanding will be entitled to receive upon exercise of their common stock warrants the kind and amount of shares of stock and other securities or
property that they would have received upon the reclassification, change, consolidation, merger, sale or conveyance if they had exercised their common stock warrants immediately before the
transaction.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal income tax consequences relevant to the purchase, beneficial ownership and
disposition of the debt securities offered by this prospectus. The material U.S. federal income tax consequences relevant to the purchase, beneficial ownership and disposition of common stock,
preferred stock, depositary shares and warrants offered by this prospectus will be provided in the applicable prospectus supplement. This summary is based on the U.S. Internal Revenue Code of 1986, as
amended (the "Code"), Treasury regulations promulgated thereunder ("Treasury Regulations"), administrative pronouncements of the U.S. Internal
Revenue Service ("IRS") and judicial decisions, all as currently in effect and all of which are subject to change and to different interpretations. Changes to any of the
foregoing authorities could apply on a retroactive basis, and could affect the U.S. federal income tax consequences described below. We will not seek a ruling from the IRS with respect to the matters
discussed in this section, and we cannot assure you that the IRS will not challenge one or more of the tax consequences described below.
This
summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular investor's circumstances, does not discuss any aspect of U.S. federal
tax law other than income taxation, and does not discuss any state, local or non-U.S. tax consequences of the purchase, ownership and disposition of the debt securities. Except as noted below, this
summary addresses only debt securities purchased at initial issuance and held as capital assets within the meaning of the Code (generally, property held for investment) and does not address U.S.
federal income tax considerations applicable to investors that may be subject to special tax rules, such as:
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-
securities dealers or brokers, or traders in securities electing mark-to-market treatment;
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banks, thrifts, or other financial institutions;
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insurance companies;
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regulated investment companies or real estate investment trusts;
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common trust funds;
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tax-exempt organizations;
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retirement plans;
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persons holding our debt securities as part of a "straddle," "hedge," "synthetic security," "conversion transaction" or "constructive sale
transaction" for U.S. federal income tax purposes, or as part of some other integrated investment;
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partnerships or other pass-through entities for U.S. federal income tax purposes;
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-
persons subject to the alternative minimum tax;
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-
certain former citizens or residents of the United States;
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-
foreign corporations that are classified as "passive foreign investment companies" or "controlled foreign corporations" for U.S. federal income
tax purposes;
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-
accrual-method taxpayers subject to Section 451(b) of the Code; or
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"U.S. Holders" (as defined below) whose functional currency is not the U.S. dollar.
This
discussion assumes that all debt securities will be classified for U.S. federal income tax purposes as our indebtedness, and you should note that in the event of an alternative characterization,
the tax consequences would differ from those discussed below. This discussion does not address debt securities denominated or payable in a non-functional currency of an investor or debt securities
offered in bearer form.
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In
addition, with respect to a particular offering of debt securities, the discussion below must be read with the discussion of material U.S. federal income tax consequences that may
appear in the applicable prospectus supplement for that offering. When we use the term "holder" in this section, we are referring to a beneficial holder of the debt
securities.
As
used herein, a "U.S. Holder" is a beneficial owner of debt securities that is, for U.S. federal income tax purposes, (i) an individual citizen or
resident of the United States, (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (A) a United
States court has the authority to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined under the Code) are authorized to control all substantial
decisions of the trust or (B) it has a valid election in place to be treated as a U.S. person. An individual may, subject to certain exceptions, be deemed to be a resident of the United States
by reason of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current
calendar year (counting for such purposes all of the days present in the current year, one-third of the days present in the immediately preceding year and one-sixth of the days present in the second
preceding year).
A
"Non-U.S. Holder" is any beneficial owner of a debt security that, for U.S. federal income tax purposes, is not a U.S. Holder and that is not a partnership
(or other entity treated as a partnership for U.S. federal income tax purposes).
If
a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds debt securities, the U.S. federal income tax treatment of a partner will generally
depend on the status of the partner and the activities of the partnership. A partnership holding debt securities, and partners in such a partnership, should consult their own tax advisors with regard
to the U.S. federal income tax consequences of the purchase, ownership and disposition of the debt securities by the partnership.
THE
DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE DEBT SECURITIES IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO
BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR PERSON. ACCORDINGLY, ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX
CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE DEBT SECURITIES BASED ON THEIR PARTICULAR CIRCUMSTANCES.
U.S. Federal Income Taxation of U.S. Holders
Payments of Interest. Except as set forth below, interest on debt securities generally will be taxable to a U.S. Holder as ordinary
interest income
from domestic sources at the time that such interest is paid or accrued in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.
Original Issue Discount. Special tax accounting rules apply to debt securities issued with "original issue discount"
("OID") for U.S. federal income tax purposes ("OID debt securities"). In general, debt securities will be treated as issued with OID if the
"issue price" of the debt securities is less than their "stated redemption price at maturity" unless the amount of such difference is de minimis (less
than 0.25% of the stated redemption price at maturity multiplied by the number of complete years to maturity). Regardless of the regular method of accounting used by a U.S. Holder for U.S. federal
income tax purposes, OID generally must be accrued into gross income (as ordinary income) on a constant yield basis, in advance of the receipt of some or all of the cash attributable to such OID.
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However,
a U.S. Holder generally will not be required to include separately in income cash payments received on OID debt securities, even if denominated as interest, to the extent those payments do
not constitute "qualified stated interest" payments.
The
"issue price" of debt securities will be the initial offering price to the public at which a substantial amount of the debt securities is sold for cash
(ignoring sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The "stated redemption price at
maturity" of debt securities is the sum of all payments to be made on the debt securities other than "qualified stated interest" payments. A "qualified stated
interest" payment is stated interest that is unconditionally payable in cash or in property, other than debt securities of the issuer, at least annually at a single fixed rate
(appropriately taking into account the length of the interval between payments). See "Variable Rate Debt Securities" below for special rules for debt securities that provide for payments
of interest based on certain floating rates.
For
OID debt securities having a term of more than one year, the amount of OID includible in gross income by a U.S. Holder of the OID debt securities is the sum of the "daily portions"
of OID with respect to the OID debt securities for each day during the taxable year in which such U.S. Holder held the OID debt securities. The daily portion is determined by allocating to each day in
any "accrual period" a pro rata portion of the OID allocable to such accrual period.
The
amount of OID allocable to any accrual period is generally equal to the excess (if any) of (i) the product of the "adjusted issue price" of the OID debt securities at the
beginning of such accrual period and the yield to maturity of the OID debt securities, as determined on the basis of compounding at the close of each accrual period and properly adjusted for the
length of the accrual period, over (ii) the sum of any qualified stated interest payments allocable to the accrual period. For this purpose, accrual periods may be of any length and may vary in
length over the term of the OID debt securities provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs at the beginning or the end of
an accrual period.
The
adjusted issue price of OID debt securities at the start of any accrual period is equal to the issue price, increased by the accrued OID for each prior accrual period (determined
without regard to the amortization of any acquisition premium or bond premium, as described below), and reduced by any prior payments with respect to the OID debt securities that were not qualified
stated interest payments. The following rules apply to determine the amount of OID allocable to an accrual period:
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-
if an interval between payments of qualified stated interest contains more than one accrual period, the amount of qualified stated interest
payable at the end of the interval is allocated on a pro rata basis to each accrual period in the interval and the adjusted issue price at the beginning of each accrual period in the interval must be
increased by the amount of any qualified stated interest that has accrued prior to the beginning of the first day of the accrual period but is not payable until the end of the interval;
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-
if the accrual period is the final accrual period, the amount of OID allocable to the final accrual period is the difference between the amount
payable at maturity (other than a payment of qualified stated interest) and the adjusted issue price of the debt security at the beginning of the final accrual period; and
-
-
if all accrual periods are of equal length, except for an initial shorter accrual period or an initial and a final shorter accrual period, the
amount of OID allocable to the initial accrual period may be computed under any reasonable method.
Under
the constant yield method for accruing OID, a U.S. Holder generally will have to include in gross income increasingly greater amounts of OID in successive accrual periods.
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Debt
securities may contain provisions allowing the debt securities to be redeemed prior to their stated maturity date at our option or at the option of holders. For purposes of
determining yield and maturity, debt securities that may be redeemed prior to their stated maturity date at the option of the issuer generally will be treated from the time of issuance as having a
maturity date for U.S. federal income tax purposes on such redemption date if such redemption would result in a lower yield to maturity. Conversely, debt securities that may be redeemed prior to their
stated maturity date at the option of the holder generally will be treated from the time of issuance as having a maturity date for U.S. federal income tax purposes on such redemption date if such
redemption would result in a higher yield to maturity. If the exercise of such an option does not occur, contrary to the assumptions made as of the issue date, then solely for purposes of the accrual
of OID, the debt securities will be treated as reissued on the date of the change in circumstances for an amount equal to their adjusted issue price.
If
a U.S. Holder owns a debt security issued with de minimis OID, such U.S. Holder generally must include the de
minimis OID in income at the time principal payments on the debt securities are made in proportion to the amount paid. Any amount of de
minimis OID that a U.S. Holder has included in income will be treated as capital gain.
We
are required to report to the IRS the amount of OID accrued in respect of OID debt securities held by persons other than corporations and other exempt holders.
Debt Securities Issued with Contingent Payments. The tax treatment of a U.S. Holder of a debt security providing for contingent
payments will depend
on a number of factors including the amount and timing of any contingent payments of principal and interest. This summary does not address the tax treatment of contingent payment debt instruments.
Prospective investors of debt securities providing for contingent payments that do not constitute qualified stated interest should examine the applicable prospectus supplement and should consult their
own tax advisors regarding U.S. federal income tax consequences of the holding and disposition of such debt securities.
Short-Term Debt Securities. In the case of debt securities that have a fixed maturity of one year or less ("short-term debt
securities"), all payments, including all payments of stated interest, will be included in the stated redemption price at maturity and will not be qualified stated interest. The
short-term debt securities will be treated for U.S. federal income tax purposes as having been issued with OID in the amount of the difference between their issue price and stated redemption price at
maturity (unless the U.S. Holder elects to compute OID using tax basis instead of issue price). In general, U.S. Holders that use the accrual method of accounting for U.S. federal income tax purposes
and certain other U.S. Holders are required to accrue OID in respect of short-term debt securities into gross income as ordinary income either on a straight-line basis or, if a U.S. Holder so elects,
on a constant yield basis using daily compounding. U.S. Holders that are individuals and certain other U.S. Holders that use the cash method of accounting for U.S. federal income tax purposes are not
required to accrue OID on short-term debt securities in advance of the receipt of payment unless they elect to do so. If such a U.S. Holder does not elect to accrue OID on short-term debt securities
into gross income, then gain subsequently recognized upon the sale, retirement or other disposition of the short-term debt securities generally will be treated as ordinary interest income to the
extent of the OID that has accrued through the date of such disposition. Furthermore, a non-electing U.S. Holder of short-term debt securities may be required to defer deductions for a portion of the
U.S. Holder's interest expense with respect to any indebtedness incurred or maintained to purchase or carry the short-term debt securities.
Variable Rate Debt Securities. Treasury Regulations prescribe special rules for "variable rate debt instruments" that provide for the
payment of
interest based on certain floating or objective rates. In general, debt securities will qualify as variable rate debt instruments ("variable rate debt securities") if
(i) the issue price of the debt securities does not exceed the total non-contingent principal payments due in respect of the debt securities by more than an amount equal to the lesser of
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(A) 0.015 multiplied
by the product of the total non-contingent principal payments and the number of complete years to maturity from the issue date or (B) 15% of the total
non-contingent principal payments, and (ii) the debt securities provide for stated interest, paid or compounded at least annually,
at "current values" of (A) one or more "qualified floating rates," (B) a single fixed rate and one or more qualified floating rates, (C) a single "objective rate" or (D) a
single fixed rate and a single objective rate that is a "qualified inverse floating rate." A current value of a rate is the value of the rate on any date that is no earlier than three months prior to
the first day on which that value is in effect and no later than one year following that first day.
A
"qualified floating rate" is any variable rate where variations in the value of such rate can reasonably be expected to measure contemporaneous variations
in the cost of newly borrowed funds in the currency in which the variable rate debt securities are denominated. Although a multiple of a qualified floating rate generally will not itself constitute a
qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35 can constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also
constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the variable rate
debt securities (e.g., two or more qualified floating rates with values within 25 basis points of each other as determined on the issue date) will be
treated as a single qualified floating rate. Notwithstanding the foregoing, a variable rate that would otherwise constitute a qualified floating rate but which is subject to one or more restrictions
such as a maximum stated interest rate (i.e., a cap), a minimum stated interest rate (i.e., a floor) or
a restriction on the amount of increase or decrease in the stated interest (i.e., a governor) may, under certain circumstances, fail to be treated as a
qualified floating rate unless such restrictions are fixed throughout the term of the variable rate debt securities or are reasonably expected to not have a significant effect on the yield of the
variable rate debt securities.
An
"objective rate" is a rate that is not itself a qualified floating rate but which is determined using a single fixed formula and that is based on
objective financial or economic information. A rate will not qualify as an objective rate if it is based on information that is within the control of the issuer (or a related party) or that is unique
to the circumstances of the issuer (or a related party), such as dividends, profits, or the value of the issuer's stock (although a rate does not fail to be an objective rate merely because it is
based on the credit quality of the issuer). An objective rate is a "qualified inverse floating rate" if the rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the
rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate. If debt securities provide for stated interest at a fixed rate for an initial period of
one year or less followed by a variable rate that is either a qualified floating rate or an objective rate and if the variable rate on the issue date is intended to approximate the fixed rate
(e.g., the value of the variable rate on the issue date does not differ from the value of the fixed rate by more than 25 basis points), then the
fixed rate and the variable rate together will constitute either a single qualified floating rate or objective rate, as the case may be.
If
variable rate debt securities provide for stated interest at either a single qualified floating rate or a single objective rate throughout their term, and such interest is
unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually, then all stated interest on such variable rate debt securities will constitute qualified
stated interest that is included in gross income by U.S. Holders as received or accrued in accordance with their regular methods of accounting for U.S. federal income tax purposes. Thus, such variable
rate debt securities generally will not be treated as having been issued with OID unless the variable rate securities are sold at a discount from their stated
principal amount, subject to a de minimis exception. In general, the amount of qualified stated interest and OID, if any, that accrues during an accrual
period on such variable rate debt securities is
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determined
under the rules described above by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value
as of the issue date of the qualified floating rate or qualified inverse floating rate, or (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate
that reflects the yield that is reasonably expected for the variable rate debt securities. The qualified stated interest allocable to an accrual period is increased (or decreased) if the interest
actually paid during an accrual period exceeds (or is less than) the interest that was accrued under the foregoing approach.
For
other variable rate debt securities, the timing and amount of OID and qualified stated interest will be determined by converting the variable rate debt securities into "equivalent
fixed rate debt instruments." The conversion of the variable rate debt securities into equivalent fixed rate debt instruments generally involves substituting for any qualified floating rate or
qualified inverse floating rate a fixed rate equal to the value of the qualified floating rate or qualified inverse floating rate, as the case may be, as of the issue date, or substituting for any
objective rate (other than a qualified inverse floating rate) a fixed rate that reflects the yield that is reasonably expected for the variable rate debt securities. In the case of variable rate debt
securities that provide for stated interest at a fixed rate in addition to either one or more qualified floating rates or a qualified inverse floating rate, the fixed rate is initially converted into
a qualified floating rate (or a qualified inverse floating rate, if the variable rate debt securities provide for a qualified inverse floating rate). Under such circumstances, the qualified floating
rate or qualified inverse floating rate that replaces the fixed rate must be such that the fair market value of the variable rate debt securities as of their issue date is approximately the same as
the fair market value of an otherwise identical debt instrument that provides for either the qualified floating rate or qualified inverse floating rate rather than the fixed rate. Subsequent to
converting the fixed rate into either a qualified floating rate or a qualified inverse floating rate, the variable rate debt securities are then converted into equivalent fixed rate debt instruments
in the manner described above.
Once
the variable rate debt securities are converted into equivalent fixed rate debt instruments pursuant to the foregoing rules, the timing and amount of OID and qualified stated
interest, if any, are determined for the equivalent fixed rate debt instruments by applying the general OID rules to the equivalent fixed rate debt instruments. A U.S. Holder of such variable rate
debt securities will account for OID and qualified stated interest as if the U.S. Holder held the equivalent fixed rate debt instruments. For each accrual period, appropriate adjustments will be made
to the amount of qualified stated interest or OID assumed to have been accrued or paid with respect to the equivalent fixed rate debt instruments in the event that such amounts differ from the actual
amount of interest accrued or paid on the variable rate debt securities during the accrual period.
Market Discount. If a U.S. Holder purchases debt securities (other than debt securities purchased at original issue at or above the
issue price and
other than short-term debt securities) for an amount that is less than their stated redemption price at maturity or, in the case of OID debt securities, their revised issue price, the amount of the
difference will be treated as "market discount" for U.S. federal income tax purposes, unless that difference is less than a specified de minimis amount.
Under the market discount rules, a U.S. Holder generally will be required to treat any principal payment, and any gain derived from the sale, retirement or other disposition of the debt securities, as
ordinary income to the extent of the market discount that has accrued on the debt securities (on a ratable basis or, at the election of the U.S. Holder, a constant yield basis) but has not previously
been included in gross income by the U.S. Holder. In addition, a U.S. Holder may be required to defer until the maturity of the debt securities, or their earlier disposition in a taxable transaction,
the deduction of all or a portion of any interest expense incurred on indebtedness incurred to purchase or carry such debt securities.
A
U.S. Holder may elect to currently include market discount in gross income as it accrues, under either a ratable or constant yield method, in which case the rules described above
regarding characterization of payments and gain as ordinary income and the deferral of interest deductions will
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not
apply. An election to currently include market discount in gross income, once made, applies to all market discount obligations acquired by the U.S. Holder on or after the first taxable year to
which the election applies and may not be revoked without the consent of the IRS. Prospective investors should consult their own tax advisors before making this election.
Acquisition Premium. If a U.S. Holder acquires OID debt securities for an amount greater than their adjusted issue price but equal to
or less than
the sum of all amounts (other than qualified stated interest) payable with respect to the OID debt securities after the date of acquisition, the OID debt securities will be treated as acquired at an
acquisition premium. For OID debt securities acquired with acquisition premium, the amount of OID that the U.S. Holder must include in gross income with respect to the OID debt securities for any
taxable year will be reduced by the portion of acquisition premium properly allocable to such taxable year.
Amortizable Bond Premium. If a U.S. Holder purchases debt securities for an amount in excess of the sum of all amounts payable on the
debt securities
after the purchase date other than payments of qualified stated interest, the U.S. Holder will be considered to have purchased the debt securities at a "premium" for U.S. federal income tax purposes.
In such case, the U.S. Holder generally may elect to
amortize the premium over the remaining term of the debt securities, on a constant yield method, as an offset to interest includible in gross income with respect to the debt securities, and the U.S.
Holder would not be required to include OID, if any, in gross income in respect of the debt securities. In the case of debt securities that provide for alternative payment schedules, the amount of
premium generally is determined by assuming that a holder will exercise or not exercise options in a manner that maximizes the holder's yield, and that the issuer will exercise or not exercise options
in a manner that minimizes the holder's yield (although the issuer will be deemed to exercise or not exercise a call option in a manner that maximizes the holder's yield). Any election to amortize
premium would apply to all debt securities (other than debt securities the interest on which is excludable from gross income) held or subsequently acquired by a U.S. Holder on or after the first day
of the first taxable year to which the election applies and is irrevocable without the consent of the IRS. Prospective investors should consult their own tax advisors before making this election.
Election to Treat All Interest as OID. U.S. Holders may elect to treat all interest in respect of debt securities as OID and to
calculate the amount
includible in gross income for any taxable year under the constant yield method described above. For purposes of this election, interest includes stated interest, acquisition discount, OID, de minimis
OID, market discount, de minimis market discount, and unstated interest, as adjusted by any
amortizable bond premium or acquisition premium. If a U.S. Holder makes this election for debt securities with amortizable bond premium, the election is treated as an election under the amortizable
bond premium rules described above and the electing U.S. Holder will be required to amortize bond premium for all other debt instruments with amortizable bond premium held or subsequently acquired by
the U.S. Holder. The election to treat all interest as OID must be made for the taxable year in which the U.S. Holder acquires the debt securities, and the election may not be revoked without the
consent of the IRS. Prospective investors should consult their own tax advisors before making this election.
Sale, Retirement or Other Taxable Disposition of Debt Securities. Upon the sale, retirement or other taxable disposition of debt
securities, a U.S.
Holder generally will recognize U.S. source gain or loss equal to the difference between the amount realized upon the sale, retirement or other taxable disposition (other than amounts representing
accrued and unpaid qualified stated interest, which will be taxable as ordinary interest income to the extent not previously included in gross income) and the U.S. Holder's adjusted tax basis of the
debt securities. In general, the U.S. Holder's adjusted tax basis of the debt securities will equal the U.S. Holder's cost for the debt securities, increased by all accrued OID or market discount
previously included in gross income and reduced by any amortized premium and any cash payments previously received in respect of the debt securities other than qualified stated interest
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payments.
Except as described above with respect to certain short-term debt securities and debt securities acquired at a market discount, and except with respect to contingent payment debt
instruments and gain or loss attributable to changes in exchange rates which this summary generally does not discuss, such gain or loss generally will be capital gain or loss and will be long-term
capital gain or loss if at the time of sale, retirement or other taxable disposition the debt securities have been held for more than one year. Under current U.S. federal income tax law, certain
non-corporate U.S. Holders, including individuals, are eligible for preferential rates of U.S. federal income taxation in respect of long-term capital gains. The deductibility of capital losses is
subject to limitations under the Code.
Medicare Tax. A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is
exempt from such
tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. Holder's "net investment income" (in the case of individuals) or "undistributed net investment income" (in the case of estates
and trusts) for the relevant taxable year and (2) the excess of the U.S. Holder's "modified adjusted gross income" (in the case of individuals) or "adjusted gross income" (in the case of
estates and trusts) for the taxable year over a certain threshold. A U.S. Holder's net investment income will generally include its interest income (including OID, if any) from the debt securities and
net gain from the disposition of the debt securities, unless such interest income and net gain is derived in the ordinary course of the conduct of a trade or business (other than a trade or business
that consists of certain passive or trading activities). Net investment income may, however, be reduced by properly allocable deductions to such income. Prospective investors that are individuals,
estates or trusts are urged to consult their tax advisors regarding the applicability of the Medicare tax to their income and gains from the debt securities.
U.S. Federal Income Taxation of Non-U.S. Holders
Under present U.S. federal income tax law, and subject to the discussion below concerning backup withholding and FATCA withholding:
(a) payments
of interest (including OID, if any) on the debt securities by us or our paying agent to any Non-U.S. Holder will be exempt from the 30% U.S. federal withholding
tax, provided that:
-
-
the Non-U.S. Holder does not own, actually or constructively, 10% or more of the total combined voting power of all classes of our
stock entitled to vote;
-
-
the Non-U.S. Holder is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership or a
bank receiving interest described in Section 881(c)(3)(A) of the Code;
-
-
the interest is not effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States;
-
-
the interest is not considered contingent interest under Section 871(h)(4)(A) of the Code and the Treasury Regulations
thereunder; and
-
-
the certification requirement has been fulfilled with respect to the beneficial owner, as discussed below; and
(b) a
Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on the sale, retirement or other taxable disposition of the debt securities,
unless:
-
-
the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition
and certain other conditions are met; or
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-
-
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if required
by an applicable tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States).
The
certification requirement referred to in subparagraph (a) above will be fulfilled if (i) the beneficial owner of the debt securities certifies on IRS Form W-8BEN
or Form W-8BEN-E or other successor
form, under penalties of perjury, that such beneficial owner is not a U.S. person and provides its name and address, and (ii) the beneficial owner files IRS Form W-8BEN or
Form W-8BEN-E or other successor form with the applicable withholding agent, or in the case of debt securities held on behalf of the beneficial owner by a securities clearing organization,
bank, or other financial institution holding customers' securities in the ordinary course of it trade or business, such financial institution files with the applicable withholding agent a statement
that it has received the IRS Form W-8BEN or Form W-8BEN-E or other successor form from the beneficial owner or an intermediate financial institution and furnishes the applicable
withholding agent with a copy. With respect to debt securities held by a foreign partnership, unless the foreign partnership has entered into a withholding agreement with the IRS, the foreign
partnership generally will be required to provide an IRS Form W-8IMY or other successor form and to associate with such form an appropriate certification or other appropriate documentation from
each partner. Prospective investors, including foreign partnerships and their partners, should consult their tax advisors regarding possible additional reporting requirements.
If
a Non-U.S. Holder of debt securities is engaged in the conduct of a trade or business in the United States, and if premium (if any) or interest (including OID) on the debt securities,
or gain realized on its sale, retirement or other taxable disposition of the debt securities, is effectively connected with the conduct of such trade or business (and, if required by an applicable tax
treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding
paragraphs, will be subject to regular U.S. federal income tax on its effectively connected income, generally in the same manner as a U.S. Holder. See "U.S. Federal Income Taxation of
U.S. Holders" above. In lieu of the certificates described in the preceding paragraph, such a Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS
Form W-8ECI or other successor form to claim an exemption from withholding tax with respect to its effectively connected interest income. In addition, a Non-U.S. Holder that is a foreign
corporation may be subject to a 30% branch profits tax (unless reduced or eliminated by an applicable tax treaty) on its earnings and profits for the taxable year attributable to its effectively
connected income, subject to certain adjustments.
Backup Withholding and Information Reporting
U.S. Holders. In general, a U.S. Holder (other than exempt holders) will be subject to information reporting requirements with respect
to payments of
principal, premium, and interest (including OID) paid in respect of, and the proceeds from a sale, redemption or other disposition before maturity of, the debt securities. In addition, such a U.S.
Holder may be subject to backup withholding on such payments if the U.S. Holder (i) fails to provide an accurate taxpayer identification number to the payor; (ii) has been notified by
the IRS of a failure to report all interest or dividends required to be shown on its U.S. federal income tax returns; or (iii) in certain circumstances, fails to comply with applicable
certification requirements.
Any
amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability provided the required
information is furnished to the IRS on a timely basis. U.S. Holders should consult their tax advisors regarding the application of information reporting and backup withholding rules in their
particular situations, the availability of an exemption therefrom, and the procedure for obtaining such an exemption, if applicable.
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Non-U.S. Holders. In general, information reporting requirements will apply to the amount of interest (including OID) on the debt
securities paid to
each Non-U.S. Holder and the amount of U.S. federal withholding tax, if any, deducted from those payments. Copies of the information returns reporting such interest payments and any associated U.S.
federal withholding tax also may be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable tax treaty. A Non-U.S. Holder
generally will not be subject to backup withholding with respect to payments that we make on the debt securities provided that the applicable withholding agent does not have actual knowledge or reason
to know that the Non-U.S. Holder is a U.S. person (as defined under the Code), and such withholding agent has received from the Non-U.S. Holder an appropriate certification of non-U.S. status
(i.e., IRS Form W-8BEN or Form W-8BEN-E or other successor form). Information reporting and, depending on the circumstances, backup
withholding will apply to the payment of the proceeds of a sale of debt securities that is effected within the United States or effected outside the United States through certain U.S.-related
financial intermediaries, unless the Non-U.S. Holder certifies under penalty of perjury as to its non-U.S. status, and the payor does not have actual knowledge or reason to know that the beneficial
owner is a U.S. person, or the Non-U.S. Holder otherwise establishes an exemption.
Any
amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability provided the required
information is furnished to the IRS on a timely basis. Non-U.S. Holders of debt securities should consult their tax advisers regarding the application of information reporting and backup withholding
in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining an exemption, if applicable.
Legislation Affecting Taxation of Debt Securities Held by or through Foreign Entities.
Sections 1471 through 1474 of the Code (commonly referred to as FATCA) impose a 30% withholding tax on withholdable payments (as defined
below) made to a foreign financial institution, unless such institution enters into an agreement with the Treasury to, among other things, collect and provide to it substantial information regarding
such institution's U.S. financial account holders, including certain account holders that are foreign entities with U.S. owners. An intergovernmental agreement between the U.S. and the jurisdiction of
the foreign financial institution may modify these requirements. FATCA also generally imposes a withholding tax of 30% on withholdable payments to a non-financial foreign entity unless such entity
provides the paying agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity. Under
certain circumstances, a holder may be eligible for refunds or credits of such taxes. "Withholdable payments" include payments of interest (including OID) from sources within the U.S., as well as the
gross proceeds from the sale of any property of a type which can produce interest from sources within the U.S. unless the payments of interest or gross proceeds are effectively connected with the
conduct of a U.S. trade or business and taxed as such. As enacted, these withholding and reporting obligations generally will apply currently to payments of interest on the debt securities, but
withholding on gross proceeds is delayed until January 1, 2019. Prospective investors are urged to consult their own tax advisors regarding FATCA as it applies to the debt securities.
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PLAN OF DISTRIBUTION
We may sell the securities offered under this prospectus through agents, through underwriters or dealers or directly to one or more purchasers
or through a combination of these methods of sale.
Underwriters,
dealers and agents that participate in the distribution of the securities offered under this prospectus may be underwriters as defined in the Securities Act of 1933, as
amended, and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the
Securities Act. Any underwriters or agents will be identified, and their compensation, including any underwriting discount or commission, will be described in the applicable prospectus supplement. The
prospectus supplement will also describe other terms of the offering, including the initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the offered securities may be listed.
The
distribution of the securities offered under this prospectus may occur from time to time in one or more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.
We
may determine the price or other terms of the securities offered under this prospectus by use of an electronic auction. We will describe in the applicable prospectus supplement how
any auction will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the auction and, where applicable, the nature of the underwriters'
obligations with respect to the auction.
If
the applicable prospectus supplement indicates, we will authorize dealers or our agents to solicit offers by institutions to purchase offered securities from us under contracts that
provide for payment and delivery on a future date. We must approve all institutions, but they may include, among others:
-
-
commercial and savings banks;
-
-
insurance companies;
-
-
pension funds;
-
-
investment companies; and
-
-
educational and charitable institutions.
The
institutional purchaser's obligations under the contract are only subject to the condition that the purchase of the offered securities at the time of delivery is allowed by the laws that govern
the purchaser. The dealers and our agents will not be responsible for the validity or performance of the contracts.
We
may have agreements with any underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute
with respect to payments that the underwriters, dealers or agents may be required to make as a result of those certain civil liabilities.
In
connection with any offering of the securities offered under this prospectus, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of such
securities or any other securities the prices of which may be used to determine payments on such securities. These transactions may include short sales, stabilizing transactions and purchases to cover
positions created by short sales. Short sales involve the sale by underwriters of a greater number of securities than the underwriters are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.
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Underwriters
may also impose a penalty bid in any offering of securities offered under this prospectus through a syndicate of underwriters. This occurs when a particular underwriter
repays to the underwriters a portion of the underwriting discount received by it because the other underwriters have repurchased securities sold by or for the account of such underwriter in
stabilizing or short covering transactions.
These
activities by underwriters may stabilize, maintain or otherwise affect the market price of the securities offered under this prospectus. As a result, the price of such securities
may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by underwriters at any time. These transactions may be effected
in the over-the-counter market or otherwise.
The
securities may be offered and sold in the United States and in certain jurisdictions outside the United States in which such offer and sale is permitted.
Purchasers
of our securities may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the price to public
disclosed in the applicable prospectus supplement.
When
we issue the securities (other than shares of common stock) offered under this prospectus, these securities may be new securities without an established trading market. If we sell a
security offered under this prospectus to an underwriter for public offering and sale, any underwriter may make a market for that security, but that underwriter will not be obligated to do so and
could discontinue any market making without notice at any time. Therefore, we cannot give any assurances to you concerning the liquidity of any securities offered under this prospectus.
Underwriters
and agents and their affiliates may engage in transactions with, perform services for, or be customers of, us or our subsidiaries in the ordinary course of their businesses.
In connection with the issuance and sale of the securities offered under this prospectus, we may enter into swap or other hedging transactions with, or arranged by, underwriters or agents or their
affiliates. These underwriters or agents or their affiliates may receive compensation, trading gains or other benefits from these transactions.
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LEGAL OPINIONS
Don H. Liu, Esq., who is our Chief Legal & Risk Officer, or another of our lawyers will issue an opinion with respect to the legality of
the securities offered under this prospectus. Mr. Liu owns, or has the right to acquire, a number of shares of our common stock which represents less than 1% of the total outstanding common
stock. Any underwriters will be represented by their own legal counsel.
EXPERTS
The consolidated financial statements of Target Corporation appearing in Target Corporation's
Annual Report (Form 10-K) for the year ended February 3, 2018,
and the effectiveness of Target Corporation's internal control over financial reporting as of February 3, 2018, have been audited by Ernst & Young LLP, independent registered
public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal
control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in
accounting and auditing.
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$ Notes due 20
$ Notes due 20
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
BofA Securities
Citigroup
Goldman Sachs & Co. LLC
US Bancorp
March , 2020
Target (NYSE:TGT)
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From Mar 2024 to Apr 2024
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