DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes supplements and, to the extent inconsistent with, replaces the description
of the general terms and provisions of our debt securities under the heading Description of Debt Securities in the accompanying prospectus. You should read both the following description and the one in the accompanying prospectus. The
following summary does not purport to be complete and is qualified in its entirety by reference to the actual provisions of the notes and the indenture identified below. The term debt securities, as used in this prospectus supplement,
refers to all debt securities, including the notes, issued and issuable from time to time under the indenture. Other terms used in this summary are defined in the accompanying prospectus, the notes or the indenture; these terms have the meanings
given to them in those documents.
General
We are offering $ aggregate principal amount of our
% notes due , 20 (the notes). The notes will be issued as a separate
series of notes under the indenture described in the accompanying prospectus. The indenture is an agreement, dated February 1, 1996, as amended, between us and U.S. Bank Trust Company, National Association, which acts as trustee. The
indenture does not limit the amount of debt securities we may issue.
We will issue the notes in book-entry form only in denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
The notes and the indenture are governed by, and will be construed in
accordance with, the laws of the State of New York applicable to agreements made and to be performed wholly within the State of New York.
We may, without the consent of the holders of notes, issue additional notes having the same ranking and the same interest rate, maturity and
other terms as the notes (except for the public offering price and issue date and, in some cases, the first interest payment date). Any such additional notes, together with the notes in this offering, will constitute a single series of notes under
the indenture; provided that, if the additional notes are not fungible with the notes in this offering for United States federal income tax purposes, the additional notes will have different ISIN and CUSIP numbers. No such additional notes may be
issued if an event of default has occurred with respect to the notes.
The Notes
The notes will mature on ,
20 . We will pay interest on the notes at the rate of % per year semi-annually in arrears on
and of each year, beginning
, 2024, to holders of record on the preceding and
. Interest payments for the notes will include accrued interest from and including
, 2024 or from and including the last date in respect of which interest has been paid or provided for, as the case may be, to but excluding the next
interest payment date or the date of maturity, as the case may be. Interest payable at the maturity of the notes will be payable to the registered holders of the notes to whom the principal is payable. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment
date on the notes falls on a day that is not a business day, the interest payment will be postponed to the next day that is a business day, and no interest on that payment will accrue for the period from and after the interest payment date. If the
maturity date of the notes falls on a day that is not a business day, the payment of interest and principal will be made on the next succeeding business day, and no interest on such payment will accrue for the period from and after the maturity
date. A business day is any Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.
Ranking
The notes will be our unsecured
and unsubordinated obligations. The notes will rank equally in priority with all of our existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of our existing and future subordinated indebtedness. The
notes will effectively rank junior to all of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. In addition, because the notes are only our obligation and are not guaranteed by our
subsidiaries, creditors of each of our subsidiaries, including trade creditors and owners of preferred equity of our subsidiaries, generally will have priority with respect to the assets and earnings of the subsidiary over the claims of our
creditors, including holders of the notes. The notes, therefore, will be effectively subordinated to the claims of creditors, including trade creditors, of our subsidiaries, and to claims of owners of preferred equity of our subsidiaries. As of
November 26, 2023, we had $12.7 billion of total debt, including $68.5 million of debt of our consolidated subsidiaries. As of November 26, 2023, interests in subsidiaries held by third parties, shown as noncontrolling interests on
our consolidated balance sheets, totaled $253.1 million. We do not currently have any material secured obligations. We or our subsidiaries may incur additional obligations in the future.
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