Prior to the Applicable Par Call Date, the 1.625% Notes due 2021, the 2.250% Notes due 2026 and the 3.125% Notes due 2046 will be redeemable at any time, in whole or from time to time in part, at our option at a redemption price equal to the greater of
·
100% of the principal amount of the notes to be redeemed, and
·
as determined by the quotation agent (as defined below), the sum of the present values of the remaining scheduled payments of principal of and interest on the notes to be redeemed (not including any 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 treasury rate (defined below) plus, in the case of the
1.625
% Notes due 20
21
,
7.5
basis points, in the case of the
2.250
% Notes due 20
26
, 10 basis points or in the case of the
3.125
% Notes due 20
46
,
15
basis points,
plus, in the case of both clauses above, accrued and unpaid interest on the notes to be redeemed to the redemption date.
In addition, at any time on or after the Applicable Par Call Date, each of the 1.625% Notes due 2021, the 2.250% Notes due 2026 and the 3.125% Notes due 2046 will be redeemable, in whole but not in part at our option, at a redemption price equal to 100% of the principal amount of the notes plus accrued interest thereon to the date of redemption.
Applicable Par Call Date means (1) with respect to the 1.625% Notes due 2021, August 19, 2021 (one month prior to the maturity of the 1.625% Notes due 2021), (2) with respect to the 2.250% Notes due 2026, June 19, 2026 (three months prior to the maturity of the 2.250% Notes due 2026) and (3) with respect to the 3.125% Notes due 2046, March 19, 2046 (six months prior to the maturity of the 3.125% Notes due 2046).
Comparable treasury issue means the United States Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of notes to be redeemed that would be utilized, at the time of a 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 to be redeemed.
Comparable treasury price means, with respect to any redemption date, (i) the average of at least three reference treasury dealer quotations for that redemption date, after excluding the highest and lowest of five or more reference treasury dealer quotations, or (ii) if the Trustee obtains fewer than five reference dealer quotations, the average of all reference treasury dealer quotations so obtained.
Quotation agent means the reference treasury dealer appointed by the Company.
Reference treasury dealer means (i) each of Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch,
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