MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of the
material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the notes. This discussion is for general information only and does not address all of the potential U.S. federal income tax considerations that
may be relevant to a holder with respect to the purchase, ownership and disposition of the notes. Without limiting the generality of the foregoing, the discussion does not address the effect of any special rules applicable to certain types of
holders, including, without limitation, dealers in securities or currencies, insurance companies, financial institutions, thrifts, mutual funds, real estate investment trusts, regulated investment companies, tax-exempt entities, personal
holding companies, controlled foreign corporations, passive foreign investment companies, U.S. persons whose functional currency is not the U.S. dollar, U.S. expatriates (or former long-term residents of the United States), persons who hold notes as
part of a straddle, hedge, conversion transaction, or other risk reduction or integrated investment transaction, investors in securities that elect to use a mark-to-market method of accounting for their securities holdings, individual
retirement accounts or qualified pension plans, investors in pass-through entities (including partnerships and Subchapter S corporations) that invest in our notes, or persons subject to special tax accounting rules as a result of any item of gross
income with respect to the notes being taken into account in an applicable financial statement. In addition, this discussion is limited to holders who purchase the notes on original issuance at the first price at which a substantial portion of the
notes is sold for cash (other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) and hold the notes as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the Code). This discussion does not address the effect of any U.S. state or local income or other tax laws, any U.S. federal estate, gift or alternative minimum tax laws, any foreign tax laws or any tax
treaties. For purposes of this discussion, holder means either a U.S. holder (as defined below) or a non-U.S. holder (as defined below) or both, as the context may require.
The discussion is based upon provisions of the Code, existing and proposed Treasury regulations promulgated
thereunder, rulings, pronouncements, judicial decisions and administrative interpretations of the Internal Revenue Service (the IRS), all as in effect as of the date of this prospectus supplement and all of which are subject to change, possibly on a
retroactive basis, at any time.
We have not
sought and will not seek any rulings from the IRS with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the
notes or that any such position would not be sustained.
Persons considering the purchase of the notes should consult their own tax advisors with respect to the U.S. federal income tax considerations relating to the purchase, ownership and disposition of the
notes in light of their own particular circumstances, as well as the effect of any state, local, foreign and other tax laws.
Optional Redemption
We may redeem some or all of the notes at the redemption prices discussed under the caption Description of NotesOptional
Redemption. Treasury regulations provide special rules for the treatment of debt instruments that provide for contingent payments. Under these regulations, a contingency is disregarded if the contingency is remote or incidental. We intend to
take the position that the likelihood of a redemption of the notes is remote and likewise do not intend to treat the possibility of any premium payable on a redemption as affecting the yield to maturity of our notes, and we intend to take the
position that the notes are not contingent payment debt instruments under applicable Treasury regulations. You will be bound by our determination that these contingencies are remote unless you disclose your contrary position in the manner required
by the applicable Treasury regulations. Our determination is not, however, binding on the IRS. A successful challenge of this position by the IRS could affect the timing and amount of income inclusions with respect to the notes, and it could also
cause any gain from the sale or other disposition of a note to be treated as ordinary income rather
S-20