Form S-3 - Registration Statement - 2014 (Page 4 of 12) in pdf

(i) has issued (as of a date within 60 days prior to the filing of the registration statement) at least $1 billion in non-

convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the

Securities Act, over the prior three years; or

(ii) has outstanding (as of a date within 60 days prior to the filing of the registration statement) at least $750 million of

non-convertible securities, other than common equity, issued in primary offerings for cash, not exchange, registered

under the Securities Act; or

(iii) is a wholly-owned subsidiary of a well-known seasoned issuer (as defined in 17 CFR 230.405); or

(iv) is a majority-owned operating partnership of a real estate investment trust that qualifies as a well-known seasoned

issuer (as defined in 17 CFR 230.405); or

(v) discloses in the registration statement that it has a reasonable belief that it would have been eligible to use Form

S-3 as of September 1, 2011 because it is registering a primary offering of non-convertible investment grade securities,

discloses the basis for such belief, and files a final prospectus for an offering pursuant to such registration statement

on Form S-3 on or before September 2, 2014.

Instruction. For purposes of Instruction I.B.2(i) above, an insurance company, as defined in Section 2(a)(13) of the

Securities Act, when using this Form to register offerings of securities subject to regulation under the insurance laws

of any State or Territory of the United States or the District of Columbia (“insurance contracts”), may include

purchase payments or premium payments for insurance contracts, including purchase payments or premium pay-

ments for variable insurance contracts (not including purchase payments or premium payments initially allocated to

investment options that are not registered under the Securities Act), issued in offerings registered under the Securi-

ties Act over the prior three years. For purposes of Instruction I.B.2(ii) above, an insurance company, as defined in

Section 2(a)(13) of the Securities Act, when using this Form to register offerings of insurance contracts, may include

the contract value, as of the measurement date, of any outstanding insurance contracts, including variable insurance

contracts (not including the value allocated as of the measurement date to investment options that are not registered

under the Securities Act), issued in offerings registered under the Securities Act.

3. Transactions Involving Secondary Offerings. Outstanding securities to be offered for the account of any person other

than the issuer, including securities acquired by standby underwriters in connection with the call or redemption by

the issuer of warrants or a class of convertible securities, if securities of the same class are listed and registered on a

national securities exchange or are quoted on the automated quotation system of a national securities association. (In

addition, attention is directed to General Instruction C to Form S-8 (§239.16b) for the registration of employee benefit

plan securities for resale.)

4. Rights Offerings, Dividend or Interest Reinvestment Plans, and Conversions or Warrants and Options.

(a) Securities to be offered (1) upon the exercise of outstanding rights granted by the issuer of the securities to be

offered, if such rights are granted on a pro rata basis to all existing security holders of the class of securities to

which the rights attach, (2) under a dividend or interest reinvestment plan, or (3) upon the conversion of outstand-

ing convertible securities or the exercise of outstanding warrants or options issued by the issuer of the securities

to be offered, or by an affiliate of such issuer.

(b) However, Form S-3 is available for registering these securities only if the issuer has sent, within the twelve cal-

endar months immediately before the registration statement is filed, material containing the information required

by Rule 14a-3(b) (§240.14a-3(b) of this chapter) under the Exchange Act to:

1. all record holders of the rights,

2. all participants in the plans, or

3. all record holders of the convertible securities, warrants or options, respectively.

tion statement is filed, the information required by Items 401, 402, 403 and 407(c)(3), (d)(4), (d)(5) and (e)(4) of

Regulation S-K (§229.401 - §229.403 and §229.407(c)(3),(d)(4), (d)(5) and (e)(4) of this chapter) to:

Form S-3 - Registration Statement - 2014 Page 4