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Optional Redemption:
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At any time prior to January 1, 2029 (which is the date that is three months prior to the maturity of the 2029 Notes, the “2029
Par Call Date”), the 2029 Notes will be redeemable, in whole or in part, at the option of the Company at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2029 Notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2029 Notes that would be due if such 2029 Notes matured on the 2029 Par Call Date but for such redemption (not including any
portion of any payments 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 adjusted treasury rate plus 25 basis points, plus accrued and unpaid interest on the principal amount being redeemed, if any, to the redemption date, as more fully described in the
Company’s preliminary U.S. and Canadian prospectus supplements, dated March 19, 2019 (the “Preliminary Prospectus Supplements”). At any time on or after the 2029 Par Call Date, the Company may redeem the 2029 Notes, in whole or in
part, at the option of the Company at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed, if any, to the redemption date, as more fully
described in the Preliminary Prospectus Supplements.
At any time prior to
October 1, 2048 (which is the date that is six months prior to the maturity of the 2049 Notes, the “2049 Par Call Date”), the 2049 Notes will be redeemable, in whole or in part, at the option of the Company at any time and from time
to time at a redemption price equal to the greater of (i) 100% of the principal amount of the 2049 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2049 Notes that
would be due if such 2049 Notes matured on the 2049 Par Call Date but for such redemption (not including any portion of any payments 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 adjusted treasury rate plus 35 basis points, plus accrued and unpaid interest on the principal amount being redeemed,
if any, to the redemption date, as more fully described in the Preliminary Prospectus Supplements. At any time on or after the 2049 Par Call Date, the Company may redeem the 2049 Notes, in whole or in part, at the option of the Company at a
redemption price equal to 100% of the principal amount of the 2049 Notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed, if any, to the redemption date, as more fully described in the Preliminary Prospectus
Supplements.
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Co-Managers:
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HSBC Securities (USA) Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
MUFG Securities Americas Inc.
Wells Fargo Securities, LLC
Citigroup Global Markets Inc.
Rabo Securities USA, Inc.
SMBC Nikko Securities America, Inc.
BNP Paribas Securities Corp.
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