DESCRIPTION OF THE NOTES
The Notes Will Be Issued Under the Indenture
We will issue $400,000,000 initial aggregate principal amount of 5.350% notes due 2025, $650,000,000 initial aggregate principal amount of
5.500% notes due 2032, and $750,000,000 initial aggregate principal amount of 6.100% notes due 2052.
The notes will be issued under a
senior note indenture dated as of November 21, 2017 between us and The Bank of New York Mellon Trust Company, N.A., as trustee. The trustee has two main roles. First, the trustee can enforce your rights against us if we default; however, there
are some limitations on the extent to which the trustee acts on your behalf. Second, the trustee performs administrative functions for us, such as sending you interest payments (as our paying agent), transferring your notes to a new buyer if you
sell them (as our registrar) and sending you notices.
The indenture and the notes contain the full legal text of the matters described in
this section. We have filed a copy of the indenture with the SEC as an exhibit to our Current Report on Form 8-K filed on November 21, 2017. The indenture and the notes are governed by New York law.
Because this section is a summary, it does not describe every aspect of the notes and the indenture. This description is subject to, and
qualified in its entirety by, all the provisions of the indenture, including definitions of certain terms used in the indenture. For example, in this section we use capitalized words to signify defined terms that have been given special meaning in
the indenture. We describe the meaning for only the more important terms. We urge you to read the indenture and the notes because they, and not this description, define your rights as a holder of the notes.
Terms of the Notes
The 2025 notes will
mature on October 15, 2025, the 2032 notes will mature on October 15, 2032, and the 2052 notes will mature on October 15, 2052. The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and
unsubordinated indebtedness from time to time outstanding. No sinking fund will be provided with respect to the notes. The notes will not be convertible or exchangeable for other securities or property. No additional amounts will be payable with
respect to the notes.
Each series of notes will be issued in fully registered form only, in minimum denominations of $1,000 or an
integral multiple thereof. Each series of notes will be issued in the form of one or more Global Securities, without coupons, which will be deposited initially with, or on behalf of, DTC.
We will pay interest on the 2025 notes, the 2032 notes and the 2052 notes from November 4, 2022 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2023. Interest on the 2025 notes, the 2032 notes and the 2052 notes will be paid to the persons in whose
names the 2025 notes, the 2032 notes and the 2052 notes are registered at the close of business on April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding the relevant Interest Payment Date. Interest on the 2025
notes, the 2032 notes and the 2052 notes will be computed on the basis of a 360-day year of twelve 30-day months.
If any Interest Payment Date or date of maturity of principal of the notes falls on a day that is not a Business Day, then payment of interest
or principal may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date, and no interest will accrue for the period after such nominal date.
Optional Redemption
Prior to
(i) with respect to the 2025 notes, September 15, 2025 (one month prior to the maturity date of such notes), (ii) with respect to the 2032 notes, July 15, 2032 (three months prior to the maturity date of such notes)
S-11