[Reverse of Security]
Indenture. 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 September 7, 2018, as supplemented by a Fifth Supplemental Indenture, dated as of August 18, 2021 (as so supplemented, herein called the Indenture), between the Company and The Bank of New York Mellon (herein called the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made 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.
Optional Redemption. At the Companys option, the Securities of this series may be redeemed in whole, at any time or in part, from time to time prior to May 18, 2031 (three months prior to the Stated Maturity of the Securities (the Par Call Date, and the date of any such redemption a Redemption Date)). The redemption price (the Redemption Price) of the Securities will be equal to the greater of the following amounts:
(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and
(b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed (exclusive of interest accrued to, but excluding, the redemption date) that would be due if such Securities matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points,
plus, in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.
Any time on or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest on the Securities being redeemed to, but excluding, the Redemption Date.
The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Once notice of redemption is mailed by the Company, the Securities called for redemption will become due and payable on the applicable Redemption Date at the applicable Redemption Price.
For purposes of determining the Redemption Price, the following definitions are applicable:
Statistical Release means that statistical release designated H.15 or any successor publication published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, or, if such release (or any successor publication) is no longer published at the time of any calculation under the Indenture, then such other reasonably comparable index the Company designates.
Treasury Rate means the arithmetic mean (rounded to the nearest one-hundredth of one percent) of the yields displayed for each of the five most recent days published in the most recent Statistical Release under the caption Treasury constant maturities for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity of the Securities (assuming the Securities mature on the Par Call Date) as of the redemption date. If no maturity exactly corresponds to such remaining life to maturity, yields for the two published maturities most closely corresponding to such remaining life to maturity shall be calculated pursuant to the immediately preceding sentence and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. The Treasury Rate will be calculated on the third business day preceding the date the applicable notice of redemption is given. For the purpose of calculating the Treasury Rate, the most recent Statistical Release published prior to the date of calculation of the Treasury Rate shall be used.