DESCRIPTION OF THE SENIOR NOTES
The following description of the particular terms of the senior notes supplements the description of the general terms and provisions of
the senior notes set forth in the accompanying prospectus (the senior notes are referred to in that prospectus as senior debt securities and debt securities). You should carefully read the entire prospectus and prospectus
supplement to understand fully the terms of the senior notes. All of the information set forth below is qualified in its entirety by the more detailed explanation set forth in the accompanying prospectus.
General
The senior notes are a series of
senior debt securities issued by us under the indenture, dated as of June 16, 2016, between us and The Bank of New York Mellon Trust Company, N.A., as trustee, which is more fully described in the accompanying prospectus.
The senior notes will be our unsecured senior obligations and will rank equally with all of our other senior and unsubordinated debt. At
March 31, 2020, we had approximately $6.3 billion aggregate principal amount of senior and unsubordinated debt outstanding.
We
are a holding company and rely primarily on dividends from our subsidiaries to meet our obligations for payment of interest and principal on outstanding debt obligations, dividends to shareholders and corporate expenses. As a result, our cash flows
and consequent ability to service our obligations, including the senior notes, are dependent upon the earnings of our subsidiaries and distributions of those earnings to us and other payments or distributions of funds by our subsidiaries to us.
The ability of our insurance subsidiaries to pay dividends to us in the future will depend on their statutory surplus, on earnings and on
regulatory restrictions. In addition, our subsidiaries have no obligation to pay any amounts due on the senior notes. Furthermore, except to the extent we have a priority or equal claim against our subsidiaries as a creditor, the senior notes will
be structurally subordinated to debt, preferred stock and other liabilities (including liabilities to policyholders) at the subsidiary level because, as the common shareholder of our subsidiaries, we will be subject to the prior claims of creditors
of our subsidiaries.
The initial aggregate principal amount of the senior notes will be $500,000,000. The senior notes will mature on
April 27, 2050. We will have the ability to redeem the senior notes prior to their stated maturity on the terms described below. The senior notes will not be entitled to the benefit of any sinking fund.
We will periodically pay interest on the senior notes at an annual rate of 2.550%. Interest will be payable semi-annually in arrears on each
April 27 and October 27, beginning on October 27, 2020, to the persons in whose names the applicable senior notes are registered at the close of business on the preceding April 13 and October 13, respectively (whether or not
a business day), except that any interest payable upon maturity of the senior notes will be payable to the person to whom the principal of the senior note is payable. Interest on the senior notes will accrue from and including April 27, 2020,
or from the most recent date for which interest has been paid or provided for. Interest will accrue on the basis of a 360-day year, consisting of twelve 30-day months.
In any case where any interest payment date, redemption date or stated maturity of the senior notes is not a business day at any place of
payment, then (notwithstanding any other provision of the indenture or of the senior notes) payment of interest or principal (and premium, if any) need not be made at such place of payment on such date, but may be made on the next succeeding
business day at such place of payment with the same force and effect as if made on the interest payment date or redemption date, or at the stated maturity, provided that no interest shall accrue with respect to such payment for the period from and
after such interest payment date, redemption date or stated maturity, as the case may be. Business day, when used with respect to any place of payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that place of payment are authorized or obligated by law to close.
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