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As filed with the Securities and Exchange Commission on October
30, 2015
Registration No. 333-207578
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CANADIAN NATURAL RESOURCES LIMITED
(Exact name of Registrant as specified in its charter)
Suite 2100, 855-2 Street, S.W., Calgary, Alberta, Canada, T2P
4J8
(403) 517-6700
(Address and telephone number of Registrant's principal
executive offices)
CT Corporation System, 111 Eighth Avenue, 13th Floor, New York,
New York 10011
(212) 894-8800
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United
States)
Approximate date of commencement of proposed sale of the
securities to the public:
From time to time after the effective date of this
Registration Statement.
Province of Alberta, Canada
(Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check
appropriate box below):
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdiction's shelf prospectus offering procedures, check the
following box. ý
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registration statement shall become effective as provided in
Rule 467 under the Securities Act of 1933 or on such date as the
Commission, acting pursuant to Section 8(a) of the Act, may
determine.
PART I
INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS
2
BASE SHELF PROSPECTUS
CANADIAN NATURAL RESOURCES LIMITED
US$3,000,000,000
Debt Securities
Canadian Natural Resources Limited may offer for sale from time
to time debt securities in the aggregate principal amount of up to
US$3,000,000,000 or its equivalent in any other currency or units
based on or relating to foreign currencies during the 25 month
period that this prospectus (including any amendments hereto)
remains effective. The debt securities may be offered separately or
together, in one or more series, in amounts, at prices and on other
terms to be determined based on market conditions at the time of
issuance and set forth in an accompanying prospectus
supplement.
We will provide the specific terms of these securities and all
information omitted from this prospectus in supplements to this
prospectus. You should read this prospectus and any applicable
prospectus supplements carefully before you invest.
Neither the U.S. Securities and Exchange Commission nor any
state or provincial 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.
We are permitted under the multijurisdictional disclosure system
adopted by the United States and the provinces of Canada to prepare
this prospectus in accordance with Canadian disclosure
requirements, which are different from those of the United States.
We prepare our financial statements in accordance with Canadian
generally accepted accounting practices, and they are subject to
Canadian and United States auditing and auditor independence
standards. As a result, they may not be comparable to financial
statements of United States companies.
Certain data on oil and gas reserves incorporated by reference
in this prospectus have been prepared in accordance with Canadian
disclosure standards, which are not comparable in all respects to
United States disclosure standards.
Owning the debt securities may subject you to tax consequences
both in the United States and Canada. This prospectus or any
applicable prospectus supplement may not describe these tax
consequences fully. You should read the tax discussion in any
applicable prospectus supplement.
Your ability to enforce civil liabilities under the United
States federal securities laws may be affected adversely because we
are incorporated in Alberta, some of our officers and directors and
some of the experts named in this prospectus are Canadian
residents, and most of our assets and all or most of the assets of
our officers and directors and the experts are located outside the
United States.
The debt securities offered hereby have not been qualified for
sale under the securities laws of any province or territory of
Canada and are not being and may not be offered or sold, directly
or indirectly, in Canada or to any resident of Canada in
contravention of the securities laws of any province or territory
of Canada.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this prospectus, unless otherwise specified or the context
otherwise indicates, references to "Canadian Natural", "us", "we"
or "our" mean Canadian Natural Resources Limited and its
subsidiaries, including its material operating subsidiaries and,
where applicable, their respective interests in partnerships and
other entities. Unless otherwise specified, all dollar amounts
contained in this prospectus are expressed in Canadian dollars, and
references to "dollars", "Cdn$" or "$" are to Canadian dollars and
all references to "US$" are to United States dollars.
All financial information included and incorporated by reference
in this prospectus is determined using International Financial
Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board, which have been adopted as Canadian
generally accepted accounting principles, referred to as "Canadian
GAAP". "U.S. GAAP" means generally accepted accounting principles
which are in effect from time to time in the United States.
This prospectus replaces our base shelf prospectus dated
November 1, 2013.
This prospectus is part of a registration statement on Form F-10
relating to the debt securities that we filed with the U.S.
Securities and Exchange Commission (the "SEC"). Under the shelf
registration statement, we may, from time to time, sell any
combination of the debt securities described in this prospectus in
one or more offerings up to an aggregate principal amount of
US$3,000,000,000. This prospectus provides you with a general
description of the debt securities that we may offer. Each time we
sell debt securities under the registration statement, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering of debt securities.
The prospectus supplement may also add, update or change
information contained in this prospectus. Before you invest, you
should read both this prospectus and any applicable prospectus
supplement together with the additional information described under
the heading "Where You Can Find More Information". This prospectus
does not contain all of the information set forth in the
registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. You should
refer to the registration statement and the exhibits to the
registration statement for further information with respect to us
and the debt securities.
The securities regulatory authorities in Canada have adopted
National Instrument 51-101Standards of Disclosure for Oil and Gas
Activities ("NI 51-101"), which imposes oil and gas disclosure
2
standards for Canadian public issuers engaged in oil and gas
activities. NI 51-101 permits oil and gas issuers, in their filings
with Canadian securities regulatory authorities, to disclose not
only proved, probable and possible reserves but also resources, and
to disclose reserves and production on a gross basis before
deducting royalties.
We disclose reserves in accordance with Canadian securities law
requirements and the disclosure of proved and probable reserves in
this prospectus and the documents incorporated by reference herein
is in accordance with NI 51-101. The SEC definitions of proved and
probable reserves are different from the definitions contained in
NI 51-101; therefore, proved and probable reserves disclosed in
this prospectus and the documents incorporated by reference herein
in compliance with NI 51-101 may not be comparable to United States
standards. The SEC requires United States oil and gas reporting
companies, in their filings with the SEC, to disclose only proved
reserves after the deduction of royalties and production due others
but permits the optional disclosure of probable and possible
reserves.
In addition, as permitted by NI 51-101, we have determined and
disclosed the net present value of future net revenue from our
reserves in our NI 51-101 compliant reserves disclosure using
forecast prices and costs. The SEC requires that reserves and
related future net revenue be estimated based on historical
12-month average prices and current costs, but permits the optional
disclosure of revenue estimates based on different price and cost
criteria.
For additional information regarding the presentation of our
reserves and other oil and gas information, see the section
entitled "Form 51-101F1 Statement of Reserves Data and Other
Information" in our Annual Information Form dated March 25, 2015,
which is incorporated by reference in this prospectus.
DEFINITIONS
In this prospectus and in any applicable prospectus
supplement:
"Boe" means barrels of oil equivalent.
This prospectus contains disclosure respecting oil and gas
production expressed as "cubic feet of natural gas equivalent" and
"barrels of oil equivalent" or "Boe". All equivalency volumes have
been derived using the ratio of six thousand cubic feet of natural
gas to one barrel of oil. Equivalency measures may be misleading,
particularly if used in isolation. A conversion ratio of six
thousand cubic feet of natural gas to one barrel of oil is based on
an energy equivalence conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the
wellhead. In comparing the value ratio using current crude oil
prices relative to natural gas prices, the six thousand cubic feet
of natural gas to one barrel of oil conversion ratio may be
misleading as an indication of value.
WHERE YOU CAN FIND MORE INFORMATION
We file with the Alberta Securities Commission (the "ASC"), a
commission of authority in the Province of Alberta similar to the
SEC, material change, annual and quarterly reports and other
information. We are also subject to the reporting requirements
under the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance with the Exchange Act, we file
reports with and furnish other information to the SEC. Under the
multijurisdictional disclosure system adopted by the United States
and the provinces of Canada, these reports and other information
(including financial information) may be prepared in accordance
with the disclosure requirements of Canada, which differ from those
in the United States. You may read any document we file with or
furnish to the SEC at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C. 20549. You may also obtain copies of
the same documents from the public reference room of the SEC by
paying a fee. The SEC also maintains an internet site that contains
reports and other information about issuers like us that file
electronically with the SEC. The site address is www.sec.gov.
Under the multijurisdictional disclosure system adopted by the
United States and the provinces of Canada, the SEC and the ASC
allow us to "incorporate by reference" certain information we file
with them, which means that we can disclose important information
to you by referring you to those documents. Information that is
incorporated by reference is an important part of this prospectus.
We incorporate by reference the documents listed below, which were
filed with the ASC under the
Securities Act(Alberta) and filed with or furnished to the
SEC under the Exchange Act:
our Annual Information Form ("AIF") dated March 25, 2015 for
the year ended December 31, 2014;
our Management's Discussion and Analysis for the year ended
December 31, 2014;
our Information Circular dated March 18, 2015 relating to the
Annual General Meeting of our Shareholders held on May 7,
2015;
our audited comparative consolidated financial statements as at
and for the years ended December 31, 2014 and 2013, together with
the notes thereto and the independent auditor's report thereon;
and
our unaudited interim consolidated financial statements for the
three and six month periods ended June 30, 2015, including the
notes thereto, and accompanying Management's Discussion and
Analysis.
Any documents of the type referred to in the preceding
paragraph, or similar material, including an Annual Information
Form filed by us, all material change reports (excluding
confidential reports, if any), business acquisition reports, all
updated interest coverage ratio information, as well as all
prospectus supplements disclosing additional or updated
information, filed by us with securities commissions or similar
authorities in the relevant provinces of Canada subsequent to the
date of this prospectus and prior to 25 months from the date
hereof, shall be deemed to be incorporated by reference into this
prospectus. The documents are available through the internet on the
System for Electronic Document Analysis and Retrieval (SEDAR) which
can be accessed at www.sedar.com.
Any report that we file with or furnish to the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act after the date of this
prospectus shall be deemed to be incorporated by reference into
this prospectus and the registration statement of which it forms a
part, if and to the extent expressly provided for in such report.
Our U.S. filings are electronically available from the SEC's
Electronic Document Gathering and Retrieval System, which is
commonly known by the acronym EDGAR and may be accessed at
www.sec.gov.
A prospectus supplement containing the specific variable terms
of an offering of debt securities will be delivered to purchasers
of such debt securities together with this prospectus and will be
deemed to be incorporated by reference into this prospectus as of
the date of such prospectus supplement but only for the purposes of
the offering of the debt securities issued thereunder.
To the extent that any document or information incorporated by
reference into this prospectus is included in a report filed or
furnished on Form 40-F, 20-F, 10-K, 10-Q, 8-K, 6-K or any
respective successor form, such document or information shall also
be deemed to be incorporated by reference as an exhibit to the
registration statement relating to the debt securities of which
this prospectus forms a part.
Any statement contained in this prospectus or in a document (or
part thereof) incorporated by reference, or deemed to be
incorporated by reference, in this prospectus shall be deemed to be
modified or superseded to the extent that a statement contained in
this prospectus or in any other subsequently filed document (or
part thereof) that also is, or is deemed to be, incorporated by
reference in this prospectus modifies or supersedes that statement.
Any statement or document so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part
4
of this prospectus. The modifying or superseding statement need
not state that it has modified or superseded a prior statement or
include any other information set forth in the document which it
modifies or supersedes.
Upon a new Annual Information Form and related Management's
Discussion and Analysis and annual consolidated financial
statements, together with the notes thereto and the independent
auditor's report thereon, being filed with, and where required,
accepted by, the applicable securities regulatory authorities
during the currency of this prospectus, the previous Annual
Information Form, annual consolidated financial statements and the
accompanying Management's Discussion and Analysis and any interim
consolidated financial statements and the accompanying Management's
Discussion and Analysis, material change reports and management
proxy circulars filed prior to the commencement of the then current
fiscal year will be deemed no longer to be incorporated into this
prospectus for purposes of future offers and sales of debt
securities under this prospectus. Upon interim consolidated
financial statements and the accompanying Management's Discussion
and Analysis being filed by us with the applicable securities
regulatory authorities during the currency of this prospectus, all
interim consolidated financial statements and the accompanying
Management's Discussion and Analysis filed prior to the new interim
consolidated financial statements shall be deemed no longer to be
incorporated into this prospectus for purposes of future offers and
sales of debt securities under this prospectus.
In addition, certain marketing materials (as that term is
defined in applicable securities legislation) may be used in
connection with a distribution of debt securities under this
prospectus and any applicable prospectus supplement(s). Any
template version of marketing materials (as those terms are defined
in applicable securities legislation) pertaining to a distribution
of debt securities, and filed by us with the Canadian securities
regulators after the date of the prospectus supplement for the
offering and before termination of the distribution of such debt
securities, will be deemed to be incorporated by reference in that
prospectus supplement for the purposes of the distribution of debt
securities to which the prospectus supplement pertains.
In addition, you may obtain a copy of the Annual Information
Form and other information mentioned above by writing or calling us
at the following address and telephone number:
Canadian Natural Resources Limited
2100, 855 2 Street S.W.
Calgary, Alberta
Canada T2P 4J8
(403) 517-6700
Attention: Corporate Secretary
We have not authorized anyone to provide you with information,
whether orally or in writing, or represent anything about us or the
offering of debt securities that is not contained or incorporated
by reference in this prospectus or any applicable prospectus
supplement or the information included in the registration
statement of which this prospectus forms a part. We take no
responsibility for, and can provide no assurance as to the
reliability of, any information that others may give you. We are
not making an offer of these debt securities in any jurisdiction
where the offer is not permitted by law. You should not assume that
the information contained in or incorporated by reference in this
prospectus or any applicable prospectus supplement is accurate as
of any date other than the date on the front of the applicable
prospectus supplement. Our business, financial condition, results
of operation and prospects may have changed since that date.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference
"forward-looking information" and "forward-looking statements"
(collectively referred to herein as "forward-looking statements")
within the meaning of applicable securities legislation, including
the United States Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact included or
incorporated by reference in this prospectus that address
activities, events or developments that we expect or anticipate may
or will occur in the future are forward-looking statements.
Forward-looking statements can be identified by the words
"believe", "anticipate", "expect", "plan", "estimate", "target",
"continue", "could", "intend", "may", "potential", "predict",
"should", "will", "objective", "project", "forecast", "goal",
"guidance", "outlook", "effort", "seeks", "schedule", "proposed" or
expressions of a similar nature suggesting future outcome or
statements regarding an outlook. Disclosure related to expected
future commodity pricing, forecast or anticipated production
volumes, royalties, operating costs, capital expenditures, income
tax expenses and other guidance provided throughout this prospectus
and the documents incorporated herein by reference constitute
forward-looking statements. Disclosure of plans relating to and
expected results of existing and future developments, including but
not limited to Horizon Oil Sands operations and future expansions,
Primrose thermal projects, Pelican Lake water and polymer flood
project, the Kirby Thermal Oil Sands Project, the construction and
future operations of the North West Redwater bitumen upgrader and
refinery and construction by third parties of new, or expansion of
existing, pipeline capacity or other means of transportation of
bitumen, crude oil, natural gas or synthetic crude oil upon which
we may be reliant to transport our products to market also
constitute forward-looking statements. This forward-looking
information is based on annual budgets and multi-year forecasts,
and is reviewed and revised throughout the year as necessary in the
context of targeted financial ratios, project returns, product
pricing expectations and balance in project risk and time horizons.
These statements are not guarantees of future performance and are
subject to certain risks. The reader should not place undue
reliance on these forward-looking statements as there can be no
assurances that the plans, initiatives or expectations upon which
they are based will occur.
In addition, statements relating to "reserves" are deemed to be
forward-looking statements as they involve the implied assessment
based on certain estimates and assumptions that the reserves
described can be profitably produced in the future. There are
numerous uncertainties inherent in estimating quantities of proved
and proved plus probable crude oil, natural gas and natural gas
liquids reserves and in projecting future rates of production and
the timing of development expenditures. The total amount or timing
of actual future production may vary significantly from reserve and
production estimates.
The forward-looking statements are based on current
expectations, estimates and projections about us and the industry
in which we operate, which speak only as of the date such
statements were made or as of the date of the report or document in
which they are contained, and are subject to known and unknown
risks and uncertainties that could cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking statements. Such risks and uncertainties
include, among others: general economic and business conditions
which will, among other things, impact demand for and market prices
of our products; volatility of and assumptions regarding crude oil
and natural gas prices; fluctuations in currency and interest
rates; assumptions on which our current guidance is based; economic
conditions in the countries and regions in which we conduct
business; political uncertainty, including actions of or against
terrorists, insurgent groups or other conflict including conflict
between states; industry capacity; our ability to implement our
business strategy, including exploration and development
activities; impact of competition; our defense of lawsuits;
availability and cost of seismic, drilling and other equipment; our
ability to complete capital programs; our ability to secure
adequate transportation for our products; unexpected disruptions or
delays in the resumption of the mining, extracting or upgrading of
our bitumen products; potential delays or changes in plans with
respect to exploration or development
projects or capital expenditures; our ability to attract the
necessary labour required to build our thermal and oil sands mining
projects; operating hazards and other difficulties inherent in the
exploration for and production and sale of crude oil and natural
gas and in mining, extracting or upgrading bitumen products;
availability and cost of financing; our success of exploration and
development activities and ability to replace and expand crude oil
and natural gas reserves; timing and success of integrating the
business and operations of acquired companies; production levels;
imprecision of reserve estimates and estimates of recoverable
quantities of crude oil, bitumen, natural gas and natural gas
liquids not currently classified as proved; actions by governmental
authorities; government regulations and the expenditures required
to comply with them (especially safety and environmental laws and
regulations and the impact of climate change initiatives on capital
and operating costs); asset retirement obligations; the adequacy of
our provision for taxes; and other circumstances affecting revenues
and expenses.
Our operations have been, and in the future may be, affected by
political developments and by federal, provincial and local laws
and regulations such as restrictions on production, changes in
taxes, royalties and other amounts payable to governments or
governmental agencies, price or gathering rate controls and
environmental protection regulations. Should one or more of these
risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements.
The impact of any one factor on a particular forward-looking
statement is not determinable with certainty as such factors are
dependent upon other factors, and our course of action would depend
upon our assessment of the future considering all information then
available.
We caution that the foregoing list of important factors is not
exhaustive. Unpredictable or unknown factors not discussed in this
prospectus, including the documents incorporated by reference,
could also have material adverse effects on forward-looking
statements. Although we believe that the expectations conveyed by
the forward-looking statements are reasonable based on information
available to us on the date such forward-looking statements are
made, no assurances can be given as to future results, levels of
activity and achievements. All subsequent forward-looking
statements, whether written or oral, attributable to us or persons
acting on our behalf are expressly qualified in their entirety by
these cautionary statements.
Additional factors are described in our Management's Discussion
and Analysis of financial condition and results of operations
incorporated by reference in our Annual Information Form, which is
filed with the securities commissions or similar authorities in the
provinces of Canada and incorporated by reference in this
prospectus. You should also carefully consider the matters
discussed under "Risk Factors" in this prospectus. Except as
required under applicable securities laws, we assume no obligation
to update publicly or otherwise revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, or the foregoing list of factors affecting this
information.
CANADIAN NATURAL RESOURCES LIMITED
We are a Canadian-based senior, independent energy company
engaged in the acquisition, exploration, development, production,
marketing and sale of crude oil, natural gas liquids, natural gas
and bitumen. Our core regions of operations are in western Canada,
the United Kingdom sector of the North Sea and Offshore Africa. Our
head and principal office is located at 2100, 855 - 2 Street S.W.,
Calgary, Alberta, Canada T2P 4J8.
Our common shares are listed for trading on the Toronto Stock
Exchange and on the New York Stock Exchange under the trading
symbol "CNQ".
7
USE OF PROCEEDS
Unless otherwise indicated in an applicable prospectus
supplement relating to a series of debt securities, we will use the
net proceeds we receive from the sale of the debt securities for
general corporate purposes relating to our core regions of
operations in western Canada, the United Kingdom sector of the
North Sea and Offshore Africa, which may include financing our
capital expenditure program and working capital requirements in
those regions. We may also use the net proceeds for the repayment
of indebtedness. Pending such use of any proceeds, we may invest
funds in short-term marketable securities.
INTEREST COVERAGE
The following coverage ratios have been prepared in accordance
with Canadian securities law requirements and are included in this
prospectus in accordance with Canadian disclosure requirements.
The following coverage ratios are calculated on a consolidated
basis for the twelve month periods ended June 30, 2015 and December
31, 2014. The following ratios do not give effect to the issue of
any debt securities pursuant to this prospectus.
The interest coverage ratios for the twelve month periods ended
June 30, 2015 and December 31, 2014 have been calculated based on
information contained within our financial statements for the
related periods which were prepared in accordance with IFRS.
DESCRIPTION OF DEBT SECURITIES
In this section, "we", "us", "our" or "Canadian Natural" refers
only to Canadian Natural Resources Limited without its subsidiaries
or interest in partnerships and other entities. The following
describes certain general terms and provisions of the debt
securities. The particular terms and provisions of the series of
debt securities offered by any prospectus supplement, and the
extent to which the general terms and provisions described below
may apply to them, will be described in the applicable prospectus
supplement. Accordingly, for a description of the terms of a
particular series of debt securities, reference must be made to
both the applicable prospectus supplement relating to them and the
description of the debt securities set forth in this
prospectus.
The debt securities will be issued under a trust indenture dated
July 24, 2001 originally made between us and The Bank of Nova
Scotia Trust Company of New York, as trustee (the "Initial
Trustee"), as amended by a supplemental indenture dated October 28,
2011 (the "First Supplemental Indenture") entered into between us
and the Initial Trustee and having effect only with respect to debt
securities issued after the date of the First Supplemental
Indenture, as amended by a second supplemental indenture (the
"Second Supplemental Indenture") dated as of August 30, 2013 among
us, the Initial Trustee and Wells Fargo Bank, National Association
(the "Trustee"), as the successor trustee on the resignation of the
Initial Trustee (the trust indenture dated July 24, 2001 as amended
by the First Supplemental Indenture and the Second Supplemental
Indenture referred to herein as the "Indenture"). Pursuant to the
terms of the Second Supplemental Indenture, the Trustee has
accepted its appointment as successor Trustee, Security Registrar
and Paying Agent under the Indenture. The Indenture is subject to
and governed by the United States Trust Indenture Act of 1939, as
amended. A
copy of the Indenture has been filed with the SEC as an exhibit
to the registration statement of which this prospectus is a part.
The following summaries of the Indenture and the debt securities
are brief summaries of certain provisions of the Indenture and do
not purport to be complete; these statements are subject to the
detailed referenced provisions of the Indenture, including the
definition of capitalized terms used under this caption. Wherever
particular sections or defined terms of the Indenture are referred
to, these sections or defined terms are incorporated in this
prospectus by reference as part of the statement made, and the
statement is qualified in its entirety by the reference to the
Indenture. References in parentheses are to section numbers in the
Indenture.
General
The Indenture does not limit the aggregate principal amount of
debt securities (which may include debentures, notes and other
unsecured evidences of indebtedness) that may be issued under the
Indenture, and provides that debt securities may be issued from
time to time in one or more series and may be denominated and
payable in foreign currencies. The debt securities offered pursuant
to this prospectus will be issued in an amount up to
US$3,000,000,000 or the equivalent. The Indenture also permits us
to increase the principal amount of any series of debt securities
previously issued and to issue that increased principal amount.
The applicable prospectus supplement will contain a description
of the following terms relating to the debt securities being
offered:
(a)
the title of the debt securities of such series;
any limit on the aggregate principal amount of the debt
securities of such series;
the date or dates, if any, on which the principal (and premium,
if any) of the debt securities of such series will mature and the
portion (if less than all of the principal amount) of the debt
securities of such series to be payable upon declaration of
acceleration of maturity and/or the method by which such date or
dates shall be determined;
the rate or rates (which may be fixed or variable) at which the
debt securities of such series will bear interest, if any, the date
or dates from which that interest will accrue and on which that
interest will be payable and the Regular Record Dates for any
interest payable on the debt securities of such series which are
Registered Securities and/or the method by which such date or dates
shall be determined;
if applicable, any mandatory or optional redemption or sinking
fund provisions, including the period or periods within which, the
price or prices at which and the terms and conditions upon which
the debt securities of such series may be redeemed or purchased at
the option...
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