The notes of each series will be subject to defeasance as described under Description
of the Debt SecuritiesProvisions of the IndentureLegal Defeasance and Covenant Defeasance in the accompanying prospectus.
Optional
Redemption
We may redeem the notes of any series, at our option and, as to each series of notes, in whole or in part, at any time and
from time to time, prior to the applicable Par Call Date (or, in the case of the 2025 notes, prior to the maturity date), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of:
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(a) the sum of the present values of the Remaining Scheduled Payments (as defined below) less (b) interest
accrued to, but excluding, the redemption date, and |
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100% of the principal amount of the notes to be redeemed, |
plus, in either case, any accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the applicable Par Call Date, we may redeem the 2027 notes, the 2032 notes, and the 2052 notes, in whole or in part, at any time
and from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest on the notes of each such series to be redeemed to, but excluding, the redemption date.
Par Call Date means, in the case of the 2027 notes, August 9, 2027 (the date that is one month prior to the maturity date of such
notes), in the case of the 2032 notes, June 9, 2032 (the date that is three months prior to the maturity date of such notes), and, in the case of the 2052 notes, March 9, 2052 (the date that is six months prior to the maturity date of such notes).
Remaining Scheduled Payments means, with respect to any note, the remaining scheduled payments of the principal thereof to be
redeemed and interest thereon that would be due after the related redemption date but for such redemption (assuming the notes of such series matured on the Par Call Date (or, in the case of the 2025 notes, the maturity date) for the notes of such
series).
In determining the present value of the Remaining Scheduled Payments, we will discount such payments to the redemption date
(assuming that such notes matured on their applicable Par Call Date (or, in the case of the 2025 notes, the maturity date)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus, in the case of the 2025 notes, 10 basis points, in the case of the 2027 notes, 10 basis points, in the case of the 2032 notes, 15 basis points,
and in the case of the 2052 notes, 20 basis points.
Treasury Rate means, with respect to any redemption date, the yield
determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after
4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the notice of the redemption based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates
(Daily)H.15 (or any successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15
TCM). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (or, in the case of the
2025 notes, the maturity date) (the Remaining Life); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the
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