SELECTED RISK FACTORS
An investment in the Notes involves significant risks not associated with an investment in conventional floating rate or fixed rate medium term notes. You should read the risks summarized below in connection with, and the risks summarized below are qualified by reference to, the risks described in more detail in the Risk Factors section beginning on page S-6 of the prospectus supplement. We urge you to consult your investment, legal, tax, accounting and other advisers and to invest in the Notes only after you and your advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances.
·
Issuer Credit Risk
The Notes are our unsecured debt obligations, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any principal protection provided at maturity, depends on our ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Notes and, in the event we were to default on our obligations, you may not receive the principal protection or any other amounts owed to you under the terms of the Notes.
·
Reference Rate / Interest Payment Risk
Investing in the Notes is not equivalent to investing in securities directly linked to the Reference Rate and/or the Index. Instead, the amount of interest payable on the Notes is dependent on whether, and the extent to which, during a given Interest Period, the Reference Rate is within the applicable Range
above
the Lower Barrier and
at or below
the applicable Upper Barrier
and
the Index Level is greater than or equal to the Index Barrier. For each calendar day in an Interest Period on which the Reference Rate is within the Range relevant to that Interest Period and the Index Level is greater than or equal to the Index Barrier, the applicable Inside Range Rate will accrue; conversely, for each calendar day in an Interest Period on which the Reference Rate is outside the relevant Range
and/or
the Index Level is less than the Index Barrier, you would receive no interest payments on your Notes.
As a result, if the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the Index Barrier on one or more calendar days during an Interest Period, then the interest rate for that Interest Period, and the amount of interest paid on the related Interest Payment Date, will decrease in proportion to the number of calendar days in the Interest Period that the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the Index Barrier. Accordingly, in such circumstances you would not receive the maximum possible interest rate for that Interest Period. If, on every calendar day in an Interest Period, the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the applicable Index Barrier, then you will receive no interest payment for that Interest Period on the related Interest Payment Date. If the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the Index Barrier on every calendar day in every Interest Period throughout the term of the Notes, then you would receive no interest payments on your Notes throughout their term.
·
Rate Cut-Off
Because the Reference Rate with respect to each day from and including the fifth Business Day prior to the related Interest Payment Date for any Interest Period (each such fifth day, a Reference Rate Cut-Off Date) to but excluding such related Interest Payment Date will be the Reference Rate in effect on such Reference Rate Cut-Off Date, and the Index Level with respect to each day from and including the fifth Business Day prior to the related Interest Payment Date for any Interest Period (each such fifth day, an Index Level Cut-Off Date, and together with the Reference Rate Cut-Off Date, a Rate Cut-Off Date) to but excluding such related Interest Payment Date will be the Index Level in effect on such Index Level Cut-Off Date, if the Reference Rate on the Rate Cut-Off Date is outside the applicable Reference Rate Range
and/or
the Index Level is less than the Index Barrier, you will receive no interest payments on your Notes in respect of the days from and including the Rate Cut-Off Date to but excluding the relevant Interest Payment Date, even if the Reference Rate and the Index Level as actually calculated on any of those days were within the applicable Reference Rate Range and greater than or equal to the Index Barrier.
·
Early Redemption Risk
We may redeem the Notes, in whole or in part, on any Interest Payment Date commencing on or after February 28, 2014. It is more likely that we will redeem the Notes in whole prior to their stated maturity date to the extent that the interest payable on the Notes is greater than the interest that would be payable on other instruments issued by us of comparable maturity, terms and credit rating trading in the market. If the Notes are redeemed, in whole or in part, prior to their stated maturity date, you will receive no further interest payments on the Notes redeemed and may have to re-invest the proceeds in a lower rate environment.
PS-1
·
Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity
Although you will not receive less than the principal amount of the Notes if you hold the Notes to maturity (subject to Issuer credit risk), the Original Issue Price of the Notes includes the agents commission and the cost of hedging our obligations under the Notes through one or more of our affiliates. As a result, assuming no change in market conditions or any other relevant factor, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be lower than the Original Issue Price, and any sale prior to the Maturity Date could result in a substantial loss to you.
·
Lack of Liquidity
The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
·
Potential Conflicts
We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.
In addition, Barclays Wealth, the wealth management division of Barclays Capital Inc., may arrange for the sale of the Notes to certain of its clients. In doing so, Barclays Wealth will be acting as agent for Barclays Bank PLC and may receive compensation from Barclays Bank PLC in the form of discounts and commissions. The role of Barclays Wealth as a provider of certain services to such customers and as agent for Barclays Bank PLC in connection with the distribution of the Notes to investors may create a potential conflict of interest, which may be adverse to such clients. Barclays Wealth is not acting as your agent or investment adviser, and is not representing you in any capacity with respect to any purchase of Notes by you. Barclays Wealth is acting solely as agent for Barclays Bank PLC. If you are considering whether to invest in the Notes through Barclays Wealth, we strongly urge you to seek independent financial and investment advice to assess the merits of such investment.
·
No Dividend Payments or Voting Rights
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities composing the Index would have.
·
Many Economic and Market Factors Will Impact the Value of the Notes
In addition to the level of the Floating Rate, the Reference Rate and the Index Level on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
o
the expected volatility of the Reference Rate and the Index;
o
the time to maturity of the Notes;
o
interest and yield rates in the market generally;
o
the dividend rate on the common stocks underlying the Index;
o
a variety of economic, financial, political, regulatory or judicial events; and
o
our creditworthiness, whether actual or perceived, including actual or anticipated downgrades in our credit ratings.
PS-2
HYPOTHETICAL INTEREST RATE AND INTEREST PAYMENT CALCULATIONS
As described above, the Notes will pay interest on each Interest Payment Date at an effective per annum interest rate calculated in accordance with the Interest Rate Formula. The following illustrates the process by which the interest rate and interest payment amount are determined for each Interest Period during the term of the Notes.
For purposes of these examples, we assume that the Notes are not being redeemed on the applicable Interest Payment Date pursuant to the Redemption at the Option of the Company provisions above.
If we exercise our redemption option, you will receive on the Early Redemption Date the Early Redemption Price applicable to that Early Redemption Date, calculated as described above.
Interest Rate Calculation
Step 1: Calculate the Accrual Factor.
For each calendar day during an Interest Period, the values for the Reference Rate and
the Index Level
are determined, and the value for the Reference Rate is then evaluated relative to the Range applicable to that Interest Period (that is, whether the Reference Rate on that day is
above
the Lower Barrier and
at or below
the applicable Upper Barrier) and the Index is evaluated relative to the Index Barrier (that is, whether the Index on that day is
equal to
or
greater than
the Index Barrier)
. Under the Interest Rate Formula,
the amount of interest payable on the Notes is dependent on the Accrual Factor. The Accrual Factor for any Interest Period is a fraction, where the numerator reflects the number of calendar days in that Interest Period on which (i) the Reference Rate is within the applicable Range and (ii) the Index Level is greater than or equal to the Index Barrier, and the denominator reflects the total number of calendar days in that Interest Period.
Step 2: Calculate the applicable per annum Inside Range Rate for the Interest Period
The Inside Range Rate will be the applicable fixed rate set forth on the cover page of this pricing supplement. From the Original Issue Date until the Maturity Date, the Inside Range Rate will be 6.00% per annum.
The Inside Range Rate will only accrue on days during an Interest Period on which the Reference Rate is within the applicable Range and the Index Level is equal to or above the applicable Index Barrier relevant to that Interest Period See Selected Risk FactorsReference Rate/Interest Payment Risk for more information.
Step 3: Calculate the annual interest rate for each Interest Payment Date
For each calendar day in an Interest Period on which the Reference Rate is within the applicable Range
and
the Index Level is equal to or above the applicable Index Barrier relevant to that Interest Period, the applicable Inside Range Rate will accrue; conversely, for each calendar day in an Interest Period on which the Reference Rate is outside the relevant Range, no interest will accrue.
Stated mathematically, the interest rate per annum for any Interest Period will be equal to the
product of
(1) applicable the Inside Range Rate
times
(2) the applicable Accrual Factor.
The maximum possible per annum interest rate for any Interest Period is the Inside Range Rate that is applicable for that Interest Period, and the actual interest rate per annum for any Interest Period will decrease in proportion to the number of calendar days in the Interest Period that the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the applicable Index Barrier. As a result, the possible per annum interest rate for any Interest Period could potentially be zero. See Selected Risk Factors Reference Rate / Interest Payment Risk.
Step 4: Calculate the interest payment amount payable for each Interest Payment Date.
For each Interest Period, once the Calculation Agent has determined the applicable interest rate per annum, the Calculation Agent will calculate the effective interest rate for the Interest Period by multiplying the annual interest rate determined for that Interest Period by the applicable day count fraction. The resulting effective interest rate is then multiplied by the relevant principal amount of the Notes to determine the actual interest amount payable on the related Interest Payment Date. No adjustments to the amount of interest calculated will be made in the event an Interest Payment Date is not a Business Day.
PS-3
Example Interest Rate and Interest Payment Calculations
The following examples illustrate how the per annum interest rate and interest payment amounts, if any, would be calculated under different Accrual Factor scenarios for a given Interest Period. For purposes of these examples, we have assumed that the Inside Range Rate will be 6.00% per annum. The examples are further based on the Notes having quarterly Interest Payment Dates, and the interest payments being calculated using a 30/360 day count basis (such that the applicable day count fraction for the quarterly interest payment for the Interest Period will be 90/360).
These values and assumptions have been chosen arbitrarily for the purpose of these examples, and should not be taken as indicative of the terms of any particular Notes or the future performance of the Reference Rate and/or the Index on any calendar day during any Interest Period. The specific terms for each issuance of Notes will be determined at the time such Notes are priced.
Numbers in the table below have been rounded for ease of analysis.
The examples below assume the Notes are held until the Maturity Date and no Market Disruption Event with respect to the Index has occurred or is continuing on any day during the hypothetical Interest Periods. These examples do not take into account any tax consequences from investing in the Notes.
Inside Range
Rate
|
|
Number of calendar days
on which the Reference
Rate was within the
Applicable Range and
the Index Level was
greater than or equal to
the Index Barrier
1
|
|
Accrual
Factor
|
|
Interest
Rate
(per
annum)
2
|
|
Effective
Interest
Rate
3
|
|
Interest
Payment
Amount
(per $1,000
Note)
4
|
6.00%
|
|
90
|
|
|
100.00%
|
|
6.00%
|
|
1.50%
|
|
$15.00
|
6.00%
|
|
60
|
|
|
66.67%
|
|
4.00%
|
|
1.00%
|
|
$10.00
|
6.00%
|
|
30
|
|
|
33.33%
|
|
2.00%
|
|
0.50%
|
|
$5.00
|
6.00%
|
|
0
|
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
$0.00
|
1.
The Upper Barrier of the Range is 6.00%
2.
T
he interest rate per annum is equal to the sum of product of (1) applicable the Inside Range Rate and (2) the applicable Accrual Factor.
3.
Effective interest rate equals the interest rate per annum multiplied by the day count fraction (90/360 reflecting the quarterly interest payments). The actual day count fraction will be set on the Trade Date.
4.
Interest payment amount equals the principal amount times the effective interest rate.
Example 1:
If, on every calendar day during the relevant Interest Period, the value of the Reference Rate is within the applicable Range and the Index Level is greater than or equal to the Index Barrier, the
related
Accrual Factor would equal 100%, or 1.0. In this case, the Inside Range Rate of 6.00% would accrue for every day in the Interest Period. As a result, the per annum interest rate for that Interest Period would be equal to the Inside Range Rate of 6.00%, the maximum per annum interest rate for that Interest Period, and you would receive an interest payment of $15.00 per $1,000 principal amount of Notes on the related quarterly Interest Payment Date, calculated as follows:
Effective Interest Rate = 6.00% x (90/360) = 1.50%
Interest Payment = $1,000 x 1.50% = $15.00
Example 2:
If, on every calendar day during the relevant Interest Period, the value of the Reference Rate is outside the applicable Range
and/or
the Index Level is less than the Index Barrier, the related Accrual Factor would equal 0%, or 0.0. As a result, the per annum interest rate for that Interest Period would be equal to 0.00%, and you would receive no interest payment on the related semi-annual Interest Payment Date (the interest payment would be $0).
Example 3:
If the value of the Reference Rate is within the applicable Range and the Index Level is greater than or equal to the Index Barrier, on 33.33% of the calendar days in the relevant Interest Period, but the Reference Rate is outside the Range
and/or
the Index Level is less than the Index Barrier, on the other 66.67% of the relevant calendar days, the related Accrual Factor would equal 33.33%, or 0.3333. In this case, the Inside Range Rate of 6.00% would accrue for 33.33% of the days in that Interest Period, while no interest would accrue for the remaining 66.67% of the days in that Interest Period. As a result, the per annum interest rate for that Interest Period would be 2.00%, calculated in accordance with the Interest Rate Formula as follows:
Per Annum Interest Rate = (6.00% x 0.3333) = 2.00%
Based on the per annum interest rate for the relevant Interest Period determined per the above, you would receive an interest payment of $5.00 per $1,000 principal amount of Notes on the related quarterly Interest Payment Date, calculated as follows:
PS-4
Effective Interest Rate = 2.00% x (90/360) = 0.50%
Interest Payment = $1,000 x 0.50% = $5.00
PS-5
HISTORICAL INFORMATION
The following graph sets forth the Reference Rate for the period from January 20, 2003 to February 7, 2013. The Reference Rate on February 7, 2013 was 0.46690%. The historical performance of the Reference Rate should not be taken as an indication of its future performance. We cannot give you any assurance that the Reference Rate will be within the applicable Reference Rate Range on any day of any Interest Period. We obtained the information in the graph below from Bloomberg Financial Markets (Bloomberg), without independent verification.
Historical Performance is not indicative of future performance.
The following graph sets forth the historical performance of the Index from January 21, 2003 to February 7, 2013. The closing level of the Index on February 7, 2013 was 1,509.39. The past historical performance of the Index should not be taken as an indication of future performance, and we cannot give you any assurance that the Index Level will be equal to or higher than the Index Barrier on any calendar day during any Interest Period. We obtained the information in the graph below from Bloomberg, without independent verification.
Historical Performance is not indicative of future performance.
Standard & Poors
®
, S&P 500
®
and S&P
®
are registered trademarks of Standard & Poors Financial Services LLC (S&P) and Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). These trademarks have been licensed for use
PS-6
by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Barclays Bank PLC. The S&P 500
®
Index (the Index) is a product of S&P Dow Jones Indices LLC, and has been licensed for use by Barclays Bank PLC.
The Notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, any of their respective affiliates (collectively, S&P Dow Jones Indices). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices only relationship to Barclays Bank PLC with respect to the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its third party licensors. The Index is determined, composed and calculated by S&P Dow Jones Indices and/or its third party licensor(s) without regard to Barclays Bank PLC or the Notes. S&P Dow Jones Indices has no obligation to take the needs of Barclays Bank PLC or the owners of the Notes into consideration in determining, composing or calculating the Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the Notes or the timing of the issuance or sale of the Notes or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the Notes. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the Index. It is possible that this trading activity will affect the value of the Index and the Notes.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY BARCLAYS BANK PLC, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND BARCLAYS BANK PLC, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
PS-7
UNITED STATES FEDERAL INCOME TAX TREATMENT
The following discussion (in conjunction with the discussion in the prospectus supplement) summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of Notes.
We intend to treat the Notes as variable rate debt instruments subject to taxation as described under the heading Certain U.S. Federal Income Tax ConsiderationsU.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax PurposesVariable Rate Debt Instruments in the prospectus supplement (including the original issue discount provisions described thereunder). Pursuant to the terms of the Notes, you agree to treat the Notes consistent with our treatment for all U.S. federal income tax purposes.
3.8% Medicare Tax On Net Investment Income
U.S. holders that are individuals, estates, and certain trusts are subject to an additional 3.8% tax on all or a portion of their net investment income, which may include the interest payments and any gain realized with respect to the Notes, to the extent that their net investment income, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. U.S. holders should consult their advisors with respect to the 3.8% Medicare tax.
Information Reporting
Holders that are individuals (and, to the extent provided in future regulations, entities) may be required to disclose information about their Notes on IRS Form 8938Statement of Specified Foreign Financial Assets if the aggregate value of their Notes and their other specified foreign financial assets exceeds $50,000. Significant penalties can apply if a holder fails to disclose its specified foreign financial assets. We urge you to consult your tax advisor with respect to this and other reporting obligations with respect to your Notes.
Non-U.S. Holders
Barclays currently does not withhold on interest payments to non-U.S. holders in respect of instruments such as the Notes. However, if Barclays determines that there is a material risk that it will be required to withhold on any such payments, Barclays may withhold on such payments at a 30% rate, unless non-U.S. holders have provided to Barclays an appropriate and valid Internal Revenue Service Form W-8. In addition, non-U.S. holders will be subject to the general rules regarding information reporting and backup withholding as described under the heading Certain U.S. Federal Income Tax ConsiderationsInformation Reporting and Backup Withholding in the accompanying prospectus supplement.
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF NOTES
.
CERTAIN EMPLOYEE RETIREMENT INCOME SECURITY ACT CONSIDERATIONS
Your purchase of a Note in an Individual Retirement Account (an IRA), will be deemed to be a representation and warranty by you, as a fiduciary of the IRA and also on behalf of the IRA, that (i) neither the issuer, the placement agent nor any of their respective affiliates has or exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act (ERISA)) with respect to any such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than adequate consideration (within the meaning of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive at least adequate consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles in determining whether fair market value will be paid, and (y) made such determination acting in good faith.
For additional ERISA considerations, see Employee Retirement Income Security Act
in the prospectus supplement.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We have agreed to sell to Barclays Capital Inc. (the
Agent
), and the Agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing supplement. The Agent will committed to take and pay for all of the Notes, if any are taken.
PS-8
Delivery of the Notes will be made against payment for the Notes more than three business days following the Original Trade Date for the Notes (that is, the Notes may have a settlement cycle that is longer than T+3). For considerations relating to an offering of Notes with a settlement cycle longer than T+3, see Plan of Distribution in the prospectus supplement.
PS-9
US$500,000
BARCLAYS BANK PLC
FIXED RATE DUAL RANGE ACCRUAL USD LIBOR AND S&P 500
®
LINKED
NOTES DUE FEBRUARY 28, 2028
GLOBAL MEDIUM-TERM NOTES, SERIES A
(TO PROSPECTUS DATED AUGUST 31, 2010,
PROSPECTUS SUPPLEMENT DATED MAY 27, 2011 AND THE
INDEX SUPPLEMENT DATED MAY 31, 2011)