[Reverse of Security]
This Security is one of a duly authorized issue of securities of the Company (herein called the Securities), issued and to be issued in one or more series under an Indenture, dated as of November 21, 2017 (herein called the Indenture, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (herein called the Trustee, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000.
The Securities of this series are subject to redemption at any time, upon not less than 10 days and not more than 60 days prior written notice by mail, as a whole or from time to time in part, at the election of the Company, on any date prior to November 15, 2049 (the Par Call Date) at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) of the Securities to be redeemed (assuming that such Security matured on its Par Call Date), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.
On or after the Par Call Date, the Securities are redeemable at the Companys option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the principal amount of such Securities being redeemed to such redemption date.
Treasury Rate means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed by the Company as of the second Business Day immediately preceding that redemption date, of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for that redemption date.
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed (assuming that such Security matured on its Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable Securities to be redeemed.
Comparable Treasury Price means, with respect to any redemption date, (1) the average, as determined by the Company, of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all of such quotations.
Independent Investment Banker means the Reference Treasury Dealer appointed by the Company.
Reference Treasury Dealer means any of BofA Securities, Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC and their respective successors, or if at any time any of the above is not a primary U.S. Government securities dealer, any other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer, as well as three other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.