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, 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 2026 notes, the 2028 notes, the 2030 notes, the 2033 notes, and the 2053 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 2026 notes, March 15, 2026 (the date that is one month prior to the
maturity date of such notes), in the case of the 2028 notes, March 15, 2028 (the date that is one month prior to the maturity date of such notes), in the case of the 2030 notes, February 15, 2030 (the date that is two months prior to the maturity
date of such notes), in the case of the 2033 notes, January 15, 2033 (the date that is three months prior to the maturity date of such notes), and, in the case of the 2053 notes, October 15, 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 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) 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 2026 notes, 5 basis points, in the case of the 2028 notes, 10 basis points, in the case of the 2030 notes, 10 basis points, in the case of the 2033 notes, 15 basis points, and in the case of the 2053 notes,
15 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 (the Remaining Life); or (2) if there is no such
Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
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