See Risk FactorsRisks Related to the Notes Changes in our credit ratings
or the debt markets may adversely affect your investment in the notes.
Optional Redemption
We will have the right to redeem each series of notes, in whole or in part, at any time and from time to time prior to maturity. If the 2023
notes are redeemed at any time, or if the 2030 notes are redeemed at any time prior to the Par Call Date (as defined below), such notes will be redeemed at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to
be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such notes that would have been made if the notes matured in the case of the 2023 notes, on the maturity date, or in the case of
the 2030 notes, on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus (a) 40 basis points, in the case of the 2023 notes, or (b) 50 basis points, in the case of the 2030 notes, plus, in each case, accrued and unpaid
interest on the principal amount being redeemed to, but excluding, such redemption date.
If the 2030 notes are redeemed on or after the
Par Call Date, such notes will be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. In each case, the redemption is
subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the date of redemption.
For purposes of determining the redemption price, the following definitions will apply:
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the series of the notes to be redeemed, calculated, with respect to the 2030 notes, as if the maturity date of the notes were the applicable Par Call Date (the Remaining Life),
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 Life.
Comparable Treasury Price means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for
such redemption date.
Par Call Date means July 1, 2030.
Quotation Agent means one of the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means each of BofA Securities, Inc., Citigroup Global Markets Inc., a Primary Treasury Dealer selected
by MUFG Securities Americas Inc., and TD Securities (USA) LLC, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a Primary Treasury
Dealer), we will substitute therefor another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means, with
respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to
us by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity
or interpolated yield (on a day count basis) of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Treasury Rate will be calculated by the Quotation Agent on the third business day preceding the redemption date.
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