prior notice, at a redemption price equal to the sum of the principal amount, the relevant Make-Whole Amount, if any, described below and any accrued and unpaid interest, if any, to, but not
including, the date of redemption. Holders of record on a record date that is on or prior to a redemption date will be entitled to receive interest due on the interest payment date.
The term Make-Whole Amount means the excess, if any, of (i) the aggregate present value as of the date of the redemption of
the principal being redeemed and the amount of interest (exclusive of interest accrued to the date of redemption) that would have been payable to the applicable Par Call Date if redemption had not been made, determined by discounting, on a
semi-annual basis, the remaining principal and interest at the respective Reinvestment Rate described below (determined on the third business day preceding the date fixed for redemption) from the dates on which the principal and interest would have
been payable on the applicable Par Call Date, to the date of redemption, over (ii) the aggregate principal amount of such 2032 senior notes or 2050 senior notes, as the case may be.
The term Par Call Date means, with respect to the 2032 senior notes, February 19, 2032, the date that is three months prior
to the maturity of the 2032 senior notes and, with respect to the 2050 senior notes, November 19, 2049, the date that is six months prior to the maturity of the 2050 senior notes.
The term Reinvestment Rate means (i) the arithmetic mean of the yields published in the most recent Statistical Release under
the caption U.S. Government SecuritiesTreasury Constant Maturities for the maturity (rounded to the nearest month) corresponding to the remaining life to the applicable Par Call Date, as of the payment date of the principal being
redeemed or paid (the Treasury Yield), plus (ii) 0.500%, in the case of the 2032 senior notes, or 0.500%, in the case of the 2050 senior notes. If no maturity exactly corresponds to the applicable Par Call Date, yields for the two
published maturities most closely corresponding to the applicable Par Call Date would be so calculated and the Reinvestment Rate would be interpolated or extrapolated on a straight-line basis, rounding to the nearest month. The most recent
Statistical Release published prior to the date of determination of the Make-Whole Amount will be used for purposes of calculating the Reinvestment Rate.
The term Statistical Release means the statistical release designated H.15 or any successor publication which is
published daily by the Federal Reserve and which reports yields on actively traded U.S. government securities adjusted to constant maturities, or, if such statistical release is not published at the time of any determination, then such other
reasonably comparable index which shall be designated by us.
The Make-Whole Amount will be calculated by an independent investment
banking institution of national standing appointed by us. If the Reinvestment Rate is not available as described above, the Reinvestment Rate will be calculated by interpolation or extrapolation of comparable rates selected by the independent
investment banking institution. In no event shall the Trustee be responsible for calculating the Make-Whole Amount.
On and after the
redemption date, interest will cease to accrue on such senior notes or any portion of the senior notes called for redemption (unless we default in the payment of the redemption price and accrued interest). On or before the redemption date, we will
deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an interest payment date) accrued and unpaid interest, if any, to, but not including, the redemption date on such senior notes to be
redeemed on such date. If less than all of the senior notes are to be redeemed, the senior notes to be redeemed shall be selected in accordance with the procedures of the Depositary or by such method as the Trustee shall deem appropriate.
Additionally, we may at any time repurchase senior notes in the open market and may hold or surrender such senior notes to the Trustee for cancellation.
Notice of any redemption of the senior notes in connection with a corporate transaction that is pending (including an equity offering, an
incurrence of indebtedness or a change of control) may, at our discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or
more conditions precedent, such notice shall describe each
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