Bond ComcastX 1.95% ( US20030NDM02 ) in USD

ComcastX

100 % ▲

United States

US20030NDM02 ( in USD )

1.95% per year ( payment 2 times a year)

15/01/2031

Prospectus brochure of the bond Comcast US20030NDM02 en USD 1.95%, maturity 15/01/2031

2 000 USD

1 500 000 000 USD

20030NDM0

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

15/01/2026 ( In 160 days )

Comcast Corporation is an American multinational mass media and technology conglomerate headquartered in Philadelphia, Pennsylvania, providing cable television, broadband internet, telephone, and wireless services to residential and business customers.

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NDM02, pays a coupon of 1.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/01/2031

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NDM02, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NDM02, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d915883d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-232941
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Aggregate
Amount of
Title of Each Class of Securities to be Registered

Offering Price

Registration Fee(2)
1.950% Notes due 2031

$1,495,290,000.00

$194,088.64
3.750% Notes due 2040

$926,131,333.33(1)
$120,211.85
2.800% Notes due 2051

$1,687,216,000.00

$219,000.64
Total

$4,108,637,333.33

$533,301.13

(1)
Includes accrued interest from and including March 27, 2020, to, but excluding, the settlement date, totaling approximately $5,083,333.33.
(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated August 1, 2019)

$1,500,000,000 1.950% Notes due 2031
$800,000,000 3.750% Notes due 2040
$1,700,000,000 2.800% Notes due 2051

The Notes due 2031 (the "Notes due 2031") will bear interest at a rate of 1.950% per year and will mature on January 15, 2031, the Notes due 2040 (the
"Notes due 2040") will bear interest at a rate of 3.750% per year and will mature on April 1, 2040 and the Notes due 2051 (the "Notes due 2051") will
bear interest at a rate of 2.800% per year and will mature on January 15, 2051. We refer to the Notes due 2031, the Notes due 2040 and the Notes due 2051
collectively as the "notes." We will pay interest on the Notes due 2031 and the Notes due 2051 on January 15 and July 15 of each year, beginning on
July 15, 2020 and on the Notes due 2040 on April 1 and October 1 of each year, beginning on October 1, 2020. We may redeem any of the notes at any
time by paying the applicable Redemption Price described under the heading "Description of the Notes-Optional Redemption."
The Notes due 2040 offered hereby constitute a further issuance of the 3.750% Notes due 2040, of which $800,000,000 aggregate principal amount was
issued on March 27, 2020 (the "existing Notes due 2040"). The Notes due 2040 offered hereby will form a part of the series of the existing Notes due 2040,
and will have the same terms as the existing Notes due 2040 (other than the initial offering price and the issue date). Upon settlement, the Notes due 2040
offered hereby will have the same CUSIP number and ISIN as the existing Notes due 2040 and will trade interchangeably with the existing Notes due
2040. The Notes due 2040 and the existing Notes due 2040 will constitute a single series under the indenture for all purposes and will be fungible for U.S.
federal income tax purposes. Immediately after giving effect to the issuance of the Notes due 2040 offered hereby, we will have $1,600,000,000 aggregate
principal amount of 3.750% Notes due 2040 outstanding.
The notes will be unsecured and will rank equally with all of our and our guarantors' unsecured and unsubordinated indebtedness. The notes will be fully
and unconditionally guaranteed by our wholly-owned subsidiaries named in this prospectus supplement and in the accompanying prospectus.

Investing in these securities involves certain risks. See "Item 1A-Risk Factors" beginning on page 20 of Comcast Corporation's ("Comcast")
Annual Report on Form 10-K for the year ended December 31, 2019 and "Item 1A-Risk Factors" beginning on page 35 of Comcast's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, each of which is incorporated by reference herein.

Proceeds to Us
Price to
Underwriters'
Before

Investors

Discount

Expenses

Per note due 2031(1)

99.686%

0.400%

99.286%
Total

$1,495,290,000

$
6,000,000

$ 1,489,290,000
Per note due 2040(2)

115.131%

0.600%

114.531%
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Total

$ 921,048,000

$
4,800,000

$
916,248,000
Per note due 2051(1)

99.248%

0.750%

98.498%
Total

$1,687,216,000

$
12,750,000

$ 1,674,466,000

(1)
Plus accrued interest, if any, from May 28, 2020, if settlement occurs after that date.

(2)
Plus accrued interest from and including March 27, 2020, to, but excluding, the settlement date, totaling approximately $5,083,333 (assuming the
settlement date is May 28, 2020). Such accrued interest must be paid by the purchasers of the Notes due 2040 offered hereby.
Neither the Securities and Exchange Commission (the "SEC" or the "Commission") nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The notes will be ready for delivery only through The Depository Trust Company and its participants, including Euroclear SA/NV ("Euroclear") and
Clearstream Banking SA ("Clearstream"), in book-entry form on or about May 28, 2020, which is the fifth business day following the date of this
prospectus supplement. See "Underwriting."
Joint Book-Running Managers

Goldman Sachs & Co. LLC

Credit Suisse

Deutsche Bank Securities

RBC Capital Markets
COMMERZBANK

Morgan Stanley
The date of this prospectus supplement is May 20, 2020.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Where You Can Find More Information

ii
Prospectus Supplement Summary
S-1
Use of Proceeds
S-5
Description of the Notes
S-6
Material U.S. Federal Income Tax Consequences
S-12
Underwriting
S-17
Legal Matters
S-24
Experts
S-24
Prospectus

Page
The Companies

1
Caution Concerning Forward-Looking Statements

3
Use of Proceeds

5
Dividend Policy

5
Description of Debt Securities and Guarantees

6
Global Securities

19
Description of Capital Stock

21
Plan of Distribution

23
Legal Matters

24
Experts

24
Available Information

24
Incorporation of Certain Documents by Reference

26

We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or the free writing prospectus prepared by or on behalf of us or to which we have referred you.
We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
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assume that the information appearing in this prospectus supplement, the accompanying prospectus, any related free writing prospectus and the documents
incorporated by reference herein or therein is accurate only as of their respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
We refer to Comcast Corporation in this prospectus supplement as "Comcast," and Comcast and its consolidated subsidiaries as "we," "us," "our" or
comparable terms and Sky Limited (formerly Sky plc) and its consolidated subsidiaries as "Sky." We refer to Comcast Cable Communications, LLC and
its consolidated subsidiaries as "Comcast Cable," NBCUniversal Media, LLC and its consolidated subsidiaries as "NBCUniversal," and both of them
collectively as the "guarantors."

i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by reference is considered to be part of this prospectus supplement. In addition,
information we file with the SEC in the future will automatically update and supersede information contained in this prospectus supplement and the
accompanying prospectus.
This prospectus supplement incorporates by reference the documents of Comcast and NBCUniversal set forth below that we or NBCUniversal have
previously filed with the SEC:

·
Comcast's and NBCUniversal's combined Annual Report on Form 10-K for the year ended December 31, 2019, filed on January 30, 2020.

·
Comcast's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on April 30, 2020.

·
Comcast's Current Reports on Form 8-K filed on February 20, 2020, March 24, 2020 and March 27, 2020.

·
The sections of Comcast's Definitive Proxy Statement on Schedule 14A for the 2020 annual meeting of shareholders incorporated by reference

in Comcast's Annual Report on Form 10-K for the year ended December 31, 2019.
Beginning with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, we are voluntarily complying with new disclosure rules for
guarantors and issuers of guaranteed debt securities issued by the SEC in March 2020, as permitted by the transition guidance contained in the SEC's final
rule release "Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's
Securities." As a result, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 includes new disclosures related to our consolidated
subsidiaries that guarantee or have issued guaranteed debt securities registered with the SEC that are included within our guarantee structure (refer to
Guarantee Structure within the Liquidity and Capital Resources section of Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as see "Prospectus Supplement Summary--
The Guarantors" in this prospectus supplement). As a result of these rules, NBCUniversal is no longer required to prepare stand-alone periodic reports
under SEC rules, and our periodic reports are no longer prepared as a combined report being filed separately by Comcast and NBCUniversal.
We also incorporate by reference into this prospectus supplement and the accompanying prospectus additional documents that we may file with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all of the securities we are
offering. Any statement contained in a previously filed document incorporated by reference into this prospectus supplement is deemed to be modified or
superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement, or in a subsequently filed
document also incorporated by reference herein, modifies or supersedes that statement. We will provide free copies of any of those documents, if you write
or telephone us at: One Comcast Center, Philadelphia, Pennsylvania 19103-2838, (215) 286-1700.

ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We are a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal and Sky. We present our operations
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for (1) Comcast Cable in one reportable business segment, referred to as Cable Communications; (2) NBCUniversal in four reportable business
segments: Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks (collectively, the "NBCUniversal segments"); and (3) Sky
in one reportable business segment.

·
Cable Communications: Consists of the operations of Comcast Cable, which is a leading provider of high-speed internet, video, voice,

wireless, and security and automation services to residential customers under the Xfinity brand; we also provide these and other services to
business customers and sell advertising.

·
Cable Networks: Consists primarily of our national cable networks that provide a variety of entertainment, news and information, and

sports content; our regional sports and news networks; our international cable networks; our cable television studio production operations;
and various digital properties.

·
Broadcast Television: Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local

broadcast television stations, the NBC Universo national cable network, our broadcast television studio production operations, and various
digital properties.

·
Filmed Entertainment: Consists primarily of the operations of Universal Pictures, which produces, acquires, markets and distributes

filmed entertainment worldwide; our films are also produced under the Illumination, DreamWorks Animation and Focus Features names.

·
Theme Parks: Consists primarily of our Universal theme parks in Orlando, Florida; Hollywood, California; and Osaka, Japan. In addition,

we are developing a theme park in Beijing, China along with a consortium of Chinese state-owned companies, and an additional theme
park in Orlando, Florida.

·
Sky: One of Europe's leading entertainment companies, which primarily includes a direct-to-consumer business, providing video, high-

speed internet, voice and wireless phone services, and a content business, operating entertainment networks, the Sky News broadcast
network and Sky Sports networks.
Our other business interests consist primarily of the operations of Comcast Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center
arena in Philadelphia, Pennsylvania, and other business initiatives, such as the development of Peacock, our direct-to-consumer streaming service that
will feature NBCUniversal content.
For a description of our business, financial condition, results of operations and other important information regarding us, see our filings with the SEC
incorporated by reference in this prospectus supplement. For instructions on how to find copies of these and our other filings incorporated by
reference in this prospectus supplement, see "Available Information" in this prospectus supplement.
Comcast's principal executive offices are located at One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Comcast's telephone number is
(215) 286-1700. The address of our website is www.comcastcorporation.com. The information on, or accessible through, our website is not part of
this prospectus supplement or the accompanying prospectus.

S-1
Table of Contents
The Guarantors
Our obligations, including the payment of principal, premium, if any, and interest on the notes will be fully and unconditionally guaranteed by each of
Comcast Cable Communications, LLC and NBCUniversal Media, LLC. In this prospectus supplement, we refer to these guarantors as the guarantors
and to these guarantees as the guarantees.
The guarantees will not contain any restrictions on the ability of any guarantor to:

·
pay dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of that guarantor's

capital stock; or

·
make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of that guarantor.
Comcast Cable's principal place of business is One Comcast Center, Philadelphia, Pennsylvania 19103-2838. NBCUniversal's principal executive
offices are located at 30 Rockefeller Plaza, New York, New York 10112- 0015.
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S-2
Table of Contents
The Offering

Issuer
Comcast Corporation.

Securities Offered
$1,500,000,000 aggregate principal amount of 1.950% Notes due 2031.

$800,000,000 aggregate principal amount of 3.750% Notes due 2040. The Notes due 2040
offered hereby will be fungible with the existing Notes due 2040 for U.S. federal income tax

purposes and will have the same CUSIP number as, and will be treated as a single class with,
the existing Notes due 2040.

$1,700,000,000 aggregate principal amount of 2.800% Notes due 2051.

Maturity
The Notes due 2031 will mature on January 15, 2031.

The Notes due 2040 will mature on April 1, 2040.

The Notes due 2051 will mature on January 15, 2051.

Interest
Interest on the Notes due 2031 will accrue at the rate of 1.950% per year, payable
semiannually in cash in arrears on January 15 and July 15, beginning July 15, 2020.

Interest on the Notes due 2040 will accrue at the rate of 3.750% per year, payable
semiannually in cash in arrears on April 1 and October 1, beginning October 1, 2020. The
interest payment to be made on October 1, 2020 will include pre-issuance accrued interest
from, and including, March 27, 2020 to the issue date of the Notes due 2040.

Interest on the Notes due 2051 will accrue at the rate of 2.800% per year, payable
semiannually in cash in arrears on January 15 and July 15, beginning July 15, 2020.

Ranking
The notes will be unsecured and will rank equally with all of our and the guarantors'
unsecured and unsubordinated indebtedness.

Guarantors
Comcast Cable and NBCUniversal.

Guarantees
The guarantors will fully and unconditionally guarantee the notes, including the payment of
principal, premium, if any, and interest. The guarantees will rank equally with all other
general unsecured and unsubordinated obligations of the guarantors.

Optional Redemption
We may, at our option, redeem any series of notes, in whole or in part, at any time at the
applicable Redemption Price determined as set forth under the heading "Description of the
Notes-Optional Redemption."

S-3
Table of Contents
Use of Proceeds
We intend to use the net proceeds from the offering entirely for the refinancing of
outstanding debt, including our 1.625% notes due January 15, 2022 ($700 million principal
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amount outstanding as of the date hereof), our 4.05% notes due August 1, 2046 ($1.43 billion
principal amount outstanding as of the date hereof) and certain of our other debt securities
with near term maturities. Affiliates of certain of the underwriters may be holders of the
1.625% notes due January 15, 2022 and the 4.05% notes due August 1, 2046 and,
accordingly, may receive a portion of the net proceeds from this offering.

Book-Entry
The notes will be issued in book-entry form and will be represented by global notes
deposited with, or on behalf of, DTC and registered in the name of DTC or its nominees.
Beneficial interests in any of the notes will be shown on, and transfers will be effected only
through, records maintained by DTC or its nominee or indirectly through organizations that
have accounts with DTC, including Euroclear and Clearstream, and these beneficial interests
may not be exchanged for certificated notes, except in limited circumstances. See
"Description of the Notes-Book-Entry System" in this prospectus supplement.

Additional Notes
We have the ability to "reopen" a series of these notes and issue additional notes of such
series. Additional notes of such series will be consolidated with and form a single series with
the notes then outstanding of such series; provided that if such additional notes are not
fungible with the notes of the applicable series offered hereby for U.S. federal income tax
purposes, such additional notes will have one or more separate CUSIP numbers.

Risk Factors
Investing in the notes involves certain risks. See "Item 1A-Risk Factors" beginning on page
20 of our Annual Report on Form 10-K for the year ended December 31, 2019. Please also
read carefully the risk factor "The COVID-19 pandemic could have a material adverse effect
on our businesses and results of operations" on page 35 of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2020.

S-4
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the offering entirely for the refinancing of outstanding debt, including our 1.625% notes due January 15, 2022
($700 million principal amount outstanding as of the date hereof), our 4.05% notes due August 1, 2046 ($1.43 billion principal amount outstanding as of the
date hereof) and certain of our other debt securities with near term maturities. Affiliates of certain of the underwriters may be holders of the 1.625% notes
due January 15, 2022 and the 4.05% notes due August 1, 2046 and, accordingly, may receive a portion of the net proceeds from this offering.

S-5
Table of Contents
DESCRIPTION OF THE NOTES
We recently issued $800,000,000 aggregate principal amount of our existing Notes due 2040 as a separate series of securities issued under a senior
indenture dated September 18, 2013, entered into among us, the guarantors and The Bank of New York Mellon, as trustee, as amended by the first
supplemental indenture dated as of November 17, 2015, entered into among us, the guarantors, and The Bank of New York Mellon, as trustee (as
amended, the "indenture"). In this offering, we are offering an additional $800,000,000 in aggregate principal amount of the Notes due 2040. The Notes
due 2040 offered hereby and the applicable existing notes of such series will have the same CUSIP number and ISIN as the existing notes of such series
and will be fungible for U.S. federal income tax purposes. We are also offering $1,500,000,000 aggregate principal amount of our 1.950% Notes due 2031
and $1,700,000,000 aggregate principal amount of our 2.800% Notes due 2051. The Notes due 2031 and the Notes due 2051 will each be a separate series
of securities issued under the indenture. The notes will be our direct unsecured and unsubordinated obligations and will be fully and unconditionally
guaranteed by Comcast Cable and NBCUniversal, referred to as the guarantors, as described below. The terms of the notes include those stated in the
indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. The indenture provides that we will have the
ability to issue securities with terms different from those of the notes. We also have the ability to "reopen" a series of these notes and issue additional
notes of such series. Additional notes of such series will be consolidated with and form a single series with the notes then outstanding of such series;
provided that if such additional notes are not fungible with the notes of the applicable series offered hereby for U.S. federal income tax purposes, such
additional notes will have one or more separate CUSIP numbers. Copies of the indenture and the form of notes are available from us upon request.
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The Notes due 2040 offered hereby constitute a further issuance of the 3.750% Notes due 2040, the existing Notes due 2040, of which $800,000,000
aggregate principal amount was issued on March 27, 2020. The Notes due 2040 offered hereby will form a part of the series of the existing Notes due
2040, and will have the same terms as, the existing Notes due 2040 (other than the initial offering price and the issue date. Upon settlement, the Notes due
2040 offered hereby will have the same CUSIP number and ISIN as the existing Notes due 2040 and will trade interchangeably with the existing Notes due
2040. The Notes due 2040 and the existing Notes due 2040 will constitute a single series under the indenture for all purposes and will be fungible for U.S.
federal income tax purposes. Immediately after giving effect to the issuance of the Notes due 2040 offered hereby, we will have 1,600,000,000 aggregate
principal amount of 3.750% Notes due 2040 outstanding.
The following, along with the additional information contained in the accompanying prospectus under "Description of Debt Securities and Guarantees,"
is a summary of the material provisions of the indenture, the notes and the guarantees. Because this is a summary, it may not contain all the information
that is important to you. For further information, you should read the notes and the indenture.
Basic Terms of the Notes
The notes:

·
will rank equally with all of our other unsecured and unsubordinated debt and will be entitled to the benefits of the guarantees described below;

·
will be issued in an initial aggregate principal amount of $4,000,000,000 comprised as follows:

·
$1,500,000,000 initial aggregate principal amount of 1.950% Notes due 2031, maturing on January 15, 2031, with interest payable

semiannually on each January 15 and July 15, beginning July 15, 2020, to holders of record on the preceding January 1 and July 1;

·
$800,000,000 additional aggregate principal amount of 3.750% Notes due 2040, maturing on April 1, 2040, with interest payable

semiannually on each April 1 and October 1, beginning October 1, 2020, to holders of record on the preceding March 15 and September
15;

S-6
Table of Contents
·
$1,700,000,000 initial aggregate principal amount of 2.800% Notes due 2051, maturing on January 15, 2051, with interest payable

semiannually on each January 15 and July 15, beginning July 15, 2020, to holders of record on the preceding January 1 and July 1; and

·
are issuable in fully registered form, in denominations of $2,000 and in multiples of $1,000 in excess thereof.
Interest Payments
Interest on the notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Interest on the Notes due 2031 and the Notes due 2051 will accrue from (i) the earlier of May 28, 2020 and the date of original issuance or (ii) from the
most recent interest payment date to which interest has been paid, and will be payable semiannually on interest payment dates described for each year.
Interest on the Notes due 2040 will accrue from March 27, 2020, the date of original issuance, and will be payable semiannually on interest payment dates
described for each year. Pre-issuance accrued interest on the Notes due 2040 offered hereby from, and including, March 27, 2020 to the issue date must be
paid by the purchasers of the Notes due 2040 offered hereby. On October 1, 2020, we will pay this pre-issuance accrued interest to the holders of record on
the record date immediately preceding such interest payment date, together with interest accrued on the Notes due 2040 offered hereby from the issue date
to such interest payment date.
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next business day
with the same force and effect as if made on the relevant interest payment date, maturity date or redemption date, and no interest will accrue in respect of
the delay.
For more information on payment and transfer procedures for the notes, see "--Book-Entry System" below.
Guarantees
Our obligations, including the payment of principal, premium, if any, and interest, will be fully and unconditionally guaranteed by each of the guarantors as
described in the accompanying prospectus.
The guarantees will not contain any restrictions on the ability of any guarantor to (i) pay dividends or distributions on, or redeem, purchase, acquire, or
make a liquidation payment with respect to, any of that guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities of that guarantor.
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Optional Redemption
We will have the right at our option to redeem any of the notes of each series in whole or in part, at any time or from time to time prior to their maturity,
on at least 15 days, but not more than 30 days, prior notice delivered electronically or mailed to the registered address of each holder of notes, at the
applicable Redemption Price. We will calculate the Redemption Price in connection with any redemption hereunder.
"Redemption Price" means:
(a) with respect to the Notes due 2031, at any time prior to October 15, 2030 (three (3) months prior to the maturity of the Notes due 2031) (the "2031
Par Call Date"), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the principal amount of such notes
and the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the 2031 Par Call Date,
in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 20 basis points; provided that, if the Notes due 2031 are redeemed on or after the 2031 Par Call Date, the Redemption Price will equal 100% of the
principal amount of such notes;

S-7
Table of Contents
(b) with respect to the Notes due 2040, at any time prior to October 1, 2039 (six (6) months prior to the maturity of the Notes due 2040) (the "2040 Par
Call Date"), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the principal amount of such notes and
the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the 2040 Par Call Date, in
each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
40 basis points; provided that, if the Notes due 2040 are redeemed on or after the 2040 Par Call Date, the Redemption Price will equal 100% of the principal
amount of such notes; and
(c) with respect to the Notes due 2051, at any time prior to July 15, 2050 (six (6) months prior to the maturity of the Notes due 2051) (the "2051 Par
Call Date"), the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the principal amount of such notes and
the scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the 2051 Par Call Date, in
each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
25 basis points; provided that, if the Notes due 2051 are redeemed on or after the 2051 Par Call Date, the Redemption Price will equal 100% of the principal
amount of such notes;
plus, in each case, accrued and unpaid interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) 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 such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes to be redeemed calculated as if the maturity date of such series of 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 of such notes.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Comparable Treasury Price" means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC
Capital Markets, LLC, or their affiliates which are primary United States government securities dealers, and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary United States government securities dealer in the United States (a "Primary Treasury Dealer"), we
will substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the
Independent Investment Banker, 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 the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third business day
preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the
payment of the Redemption Price and accrued interest). On or before the

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redemption date, we will deposit with the trustee money sufficient to pay the Redemption Price of and (unless the redemption date shall be an interest
payment date) accrued and unpaid interest to the redemption date on the notes to be redeemed on such date. If less than all of the notes of any series are to
be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate (provided that interests
in notes represented by a Global Note will be selected for redemption by The Depository Trust Company in accordance with its standard procedures
therefor). Additionally, we may at any time repurchase notes in the open market and may hold or surrender such notes to the trustee for cancellation.
No Mandatory Redemption or Sinking Fund
There will be no mandatory redemption prior to maturity or sinking fund payments for the notes.
Additional Debt
The indenture does not limit the amount of debt we may issue under the indenture or otherwise.
Book-Entry System
We will initially issue the notes in the form of one or more global notes (the "Global Notes"). The Global Notes will be deposited with, or on behalf of,
The Depository Trust Company ("DTC") and registered in the name of DTC or its nominee. Except as set forth below, the Global Notes may be
transferred, in whole and not in part, only to DTC or another nominee of DTC. A holder may hold beneficial interests in the Global Notes directly through
DTC if such holder has an account with DTC or indirectly through organizations which have accounts with DTC, including Euroclear and Clearstream.
Holders may hold interests in the notes outside the United States through Euroclear or Clearstream if they are participants in those systems, or indirectly
through organizations which are participants in those systems.
Euroclear and Clearstream will hold interests on behalf of their participants through customers' securities accounts in Euroclear's and Clearstream's names
on the books of their respective depositaries which in turn will hold such positions in customers' securities accounts in the names of the nominees of the
depositaries on the books of DTC. All securities in Euroclear or Clearstream are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts.
DTC
DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal
Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC ("participants") and to
facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts
of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks,
brokers, dealers and trust companies (collectively, the "indirect participants") that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.
We expect that pursuant to procedures established by DTC, upon the deposit of the Global Notes with DTC, DTC will credit on its book-entry registration
and transfer system the principal amount of notes represented by such Global Notes to the accounts of participants. Ownership of beneficial interests in the
Global Notes will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the Global Notes
will be shown on and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants'
interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the Global Note other than participants). All
interests in a Global Note deposited with DTC are subject to the procedures and requirements of DTC.

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The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer or pledge beneficial interests in the Global Notes.
So long as DTC (or its nominee) is the registered holder and owner of a Global Note, DTC (or such nominee) will be considered the sole legal owner and
holder of the notes evidenced by such Global Note for all purposes of such notes and the indenture. Except as set forth below under "--Certificated Notes,"
as an owner of a beneficial interest in a Global Note, you will not be entitled to have the notes represented by such Global Note registered in your name,
will not receive or be entitled to receive physical delivery of certificated notes and will not be considered to be the owner or holder of any notes under such
Global Note. We understand that under existing industry practice, in the event an owner of a beneficial interest in a Global Note desires to take any action
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that DTC, as the holder of such Global Note, is entitled to take, DTC would authorize the participants to take such action, and the participants would
authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning
through them.
We will make payments of principal of, premium, if any, and interest on the notes represented by the Global Notes registered in the name of and held by
DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Notes.
We expect that DTC (or its nominee), upon receipt of any payment of principal of, premium, if any, or interest on the Global Notes will credit the accounts
of their relevant participants or account holders, as applicable, with payments in amounts proportionate to their respective beneficial interests in the
principal amount of the applicable Global Note as shown on the records of DTC (or its nominee). We also expect that payments by participants or indirect
participants or account holders, as applicable, to owners of beneficial interests in the Global Notes held through such participants or indirect participants or
account holders will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants
or account holders, as applicable. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in the Global Notes for any notes or for maintaining, supervising or reviewing any records relating to such beneficial
ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants, or the relationship between such
participants or indirect participants, and the owners of beneficial interests in the Global Notes owning through such participants.
All amounts payable under the notes will be payable in U.S. dollars, except as may otherwise be agreed between any applicable securities clearing system
and any holders. Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of any applicable securities
clearing system) applicable thereto. None of the trustee, us, the guarantors or any of our or their respective agents shall be liable to any holder of a Global
Note or other person for any commissions, costs, losses or expenses in relation to or resulting from any currency conversion or rounding effected in
connection therewith. Investors may be subject to foreign exchange risks that may have important economic and tax consequences to them.
Certificated Notes
Subject to certain conditions, the notes represented by the Global Notes are exchangeable for certificated notes in definitive form of like tenor in minimum
denominations of $2,000 principal amount and multiples of $1,000 in excess thereof if:
(1) DTC provides notification that it is unwilling or unable to continue as depositary for the Global Notes or DTC ceases to be a clearing agency
registered under the Exchange Act and, in either case, a successor is not appointed within 90 days;
(2) we in our discretion at any time determine not to have all the notes represented by the Global Notes; or
(3) a default entitling the holders of the applicable notes to accelerate the maturity thereof has occurred and is continuing.

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Any note that is exchangeable as above is exchangeable for certificated notes issuable in authorized denominations and registered in such names as DTC
shall direct. Subject to the foregoing, a Global Note is not exchangeable, except for a Global Note of the same aggregate denomination to be registered in
the name of DTC (or its nominee).
Same-Day Payment
The indenture requires payments to be made in respect of the applicable notes represented by the Global Notes (including principal, premium and interest)
by wire transfer of immediately available funds to the accounts specified by the holder thereof or, if no such account is specified, by mailing a check to such
holder's registered address.
Payments (including principal, premium and interest) and transfers with respect to notes in certificated form may be executed at the office or agency
maintained for such purpose within the City and State of New York (initially the office of the paying agent maintained for such purpose) or, at our option,
by check mailed to the holders thereof at the respective addresses set forth in the register of holders of the applicable notes, provided that all payments
(including principal, premium and interest) on notes in certificated form, for which the holders thereof have given wire transfer instructions, will be
required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. No service charge will be made for
any registration of transfer, but payment of a sum sufficient to cover any tax or governmental charge payable in connection with that registration may be
required.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
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