bear interest at a fixed rate of
% per annum. Interest on the fixed rate notes will accrue from
, 2017, or from the most recent interest payment date to which interest has been paid or provided for, to but excluding the relevant interest payment date. We will make interest payments on the fixed rate notes
semiannually in arrears on
and
of each year, beginning on
, 2017, to the person in whose name such notes are registered at the close of business on the immediately preceding
or
, as applicable. Interest on the fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day
months.
If an interest payment date for the notes falls on a day that is not a business day, the interest payment shall be postponed to the next succeeding business day, and no interest on such payment shall accrue for the period from and after such interest payment date.
Floating Rate Notes
The floating rate notes, if any, will bear interest for each interest period at a rate determined by the calculation agent. The calculation agent is Deutsche Bank Trust Company Americas until such time as we appoint a successor calculation agent. We will pay interest on the floating rate notes, if any, on
,
,
, and
of each year starting on
, 2017 and on the maturity date. The interest rate on the 2019 floating rate notes, if any, for a particular interest period will be a per annum rate equal to three-month USD LIBOR as determined on the interest determination date plus
%. The interest rate on the 2021
floating rate notes, if any, for a particular interest period will be a per annum rate equal to three-month USD LIBOR as determined on the interest determination date plus
%. The interest determination date for an interest period will be the second London business day preceding that interest period. Promptly upon
determination, the calculation agent will inform the trustee and us of the interest rate for the next interest period. Absent manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the holders of the floating rate notes, the trustee and us.
A London business day is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
On any interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on Reuters Page LIBOR01 at approximately 11:00 a.m., London time, on such interest determination date.
If no offered rate appears on Reuters Page LIBOR01 on an interest determination date at approximately 11:00 a.m., London time, then the calculation agent (after consultation with us) will select four major banks in the London interbank market and shall request each of their principal London offices to provide a
quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, LIBOR will be the arithmetic
average of the quotations provided. Otherwise, the calculation agent will select three major banks (which may include Deutsche Bank Securities, Inc.) in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m., New York City time, on the interest
determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable interest period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, LIBOR will be the arithmetic average of the quotations
provided. Otherwise, the rate of LIBOR for the next interest period will be equal to the rate of LIBOR for the then current interest period.
Reuters Page LIBOR01 means the display designated as LIBOR01 on Reuters (or any successor service) (or such other page as may replace Page LIBOR01 on Reuters or any successor service).
Upon written request from any holder of floating rate notes, the calculation agent will provide the interest rate in effect for the floating rate notes for the current interest period and, if it has been determined, the interest rate to be in effect for the next interest period.
All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 8.986865% (or 0.08986865) being rounded to 8.98687% (or 0.0898687)) and all
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dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the floating rate notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States laws of general application.
Dollar amounts resulting from such calculation will be rounded to the nearest cent, with one-half cent being rounded upward.
Interest on the floating rate notes will accrue from
, 2016, or from the most recent interest payment date to which interest has been paid or provided for;
provided,
that if an interest payment date (other than the maturity date) for the floating rate notes falls on a day that is not a business day, the interest payment
date shall be postponed to the next succeeding business day unless such next succeeding business day would be in the following month, in which case, the interest payment date shall be the immediately preceding business day. Interest on the floating rate notes will be paid to but excluding the relevant interest payment date.
We will make interest payments on the floating rate notes quarterly in arrears on
,
,
and
of each year, beginning on
, 2017, to the person in whose name those notes are registered at the close of business on the 15th business day preceding the interest payment date. Interest on the floating
rate notes will be computed on the basis of the actual number of days in an interest period and a 360-day year.
Optional Redemption of Fixed Rate Notes
The floating rate notes, if any, are not redeemable.
The fixed rate notes of any series are redeemable at our option, in whole or in part, at any time or from time to time, upon mailed notice to the registered address of each holder of notes to be redeemed at least 30 days but not more than 60 days prior to the redemption. In the case of the 2019 fixed rate notes, if any,
the redemption price will be equal to the greater of (1) 100% of the principal amount of such notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments on such notes discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months), at a rate equal to the sum of the Treasury Rate plus
basis points.
Prior to
, 2021 (one month prior to the maturity date of the 2021 fixed rate notes, if any (the 2021 Par Call Date)) and prior to
, 2026 (three months prior to the maturity date of the 2026 notes (the 2026 Par Call Date)), the redemption price with respect to the 2021 fixed rate notes, if any, and the
2026 notes will be 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 on such notes that would be due if such notes matured on the 2021 Par Call Date or the 2026 Par Call Date, as applicable (not including the
amount, if any, of accrued and unpaid interest to, but not including, the date of redemption), discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus
basis points for the 2021 fixed rate notes, if any,
and plus
basis points for the 2026 notes.
If we redeem the 2021 fixed rate notes, if any, on or after the 2021 Par Call Date, or redeem the 2026 notes on or after the 2026 Par Call Date, we will pay a redemption price equal to 100% of the principal amount of such notes to be redeemed plus accrued interest to, but not including, the redemption date.
Accrued interest on the fixed rate notes will be paid to but excluding the redemption date.
Comparable Treasury Issue means the United States Treasury security selected by a Reference Treasury Dealer as having an actual or interpolated maturity comparable to the remaining term of the notes called for redemption, 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 notes called for redemption, calculated, with respect to the 2021 fixed rate notes, if any, and the 2026 notes as if the maturity date of such notes were the 2021 Par Call Date or the 2026 Par Call Date, as
applicable.
Comparable Treasury Price means, with respect to any redemption date, the average, as determined by us, of the Reference Treasury Dealer Quotations for that redemption date.
Reference Treasury Dealer means each of Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, and each of their respective
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successors. If any one shall cease to be a primary U.S. Government securities dealer, we will substitute another nationally recognized investment banking firm that is a primary U.S. Government securities dealer.
Reference Treasury Dealer Quotations means, on 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 each Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third business day preceding that redemption date.
Remaining Scheduled Payments means the remaining scheduled payments of principal of and interest on the notes called for redemption that would be due after the related redemption date but for that redemption. If that redemption date is not an interest payment date with respect to the notes called for redemption, the
amount of the next succeeding scheduled interest payment on such notes will be reduced by the amount of interest accrued to such redemption date.
Treasury Rate means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
Notice of any redemption will be mailed to each holder of notes to be redeemed at least 30 and not more than 60 days prior to the date fixed for redemption. On and after a redemption date, interest will cease to accrue on the notes called for redemption (unless we default in the payment of the redemption price and
accrued interest). On or before a redemption date, we will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of the notes are to be redeemed, the notes to be redeemed shall be selected by the trustee in
accordance with the procedures of DTC.
Further Issues
We may from time to time, without notice to or the consent of the registered holders of a series of debt securities, create and issue further debt securities of any such series ranking equally with the debt securities of the corresponding series and having the same terms in all respects (other than the issue date, the payment
of interest accruing prior to the issue date of such further debt securities or except for the first payment of interest following the issue date of such further debt securities);
provided
that such additional debt securities of any series shall not be issued with the same CUSIP number as the debt securities of its corresponding
series unless such additional debt securities are issued for U.S. federal income tax purposes in a qualified reopening or are otherwise treated as part of the same issue for U.S. federal income tax purposes. Such further debt securities will be consolidated and form a single series with the debt securities of the corresponding
series.
Regarding the Trustee
Deutsche Bank Trust Company Americas will be the trustee with respect to the notes and will act as calculation agent with respect to the floating rate notes, if any. We and our affiliates maintain various commercial and service relationships with the trustee and its affiliates in the ordinary course of business. Deutsche
Bank Trust Company Americas has relationships with us as described under the heading Description of Debt SecuritiesRegarding the Trustee in the accompanying prospectus. An affiliate of the trustee is one of the underwriters and a participant in our $4.0 billion Amended and Restated Five Year Credit Agreement,
maturing in July 2020.
Governing Law
The Indenture and the notes for all purposes shall be governed by and construed in accordance with the laws of the State of New York.
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