Obbligazione ComcastX 3.375% ( US20030NBL47 ) in USD

ComcastX

99.86 USD ▲

Stati Uniti

US20030NBL47 ( in USD )

3.375% per anno ( pagato 2 volte l'anno)

14/02/2025 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Comcast US20030NBL47 in USD 3.375%, scaduta

2 000 USD

1 000 000 000 USD

20030NBL4

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

Comcast è una società di telecomunicazioni statunitense che offre servizi di televisione via cavo, internet ad alta velocità e telefonia.

The Obbligazione issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NBL47, pays a coupon of 3.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 14/02/2025

The Obbligazione issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NBL47, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by ComcastX ( United States ) , in USD, with the ISIN code US20030NBL47, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title Of Each Class Of
Aggregate
Amount Of
Securities To Be Registered

Offering Price
Registration Fee(1)
3.375% Notes due 2025

$1,000,000,000
$128,800
4.200% Notes due 2034

$1,000,000,000
$128,800

Total

$2,000,000,000
$257,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(B)(2)
Registration No. 333-191239
PROSPECTUS SUPPLEMENT
(To prospectus dated September 18, 2013)

$1,000,000,000 3.375% Notes due 2025
$1,000,000,000 4.200% Notes due 2034

The Notes due 2025 will bear interest at a rate of 3.375% per year and will mature on February 15, 2025, and the Notes due 2034 will bear
interest at a rate of 4.200% per year and will mature on August 15, 2034. We will pay interest on the Notes due 2025 on February 15 and August
15 of each year, beginning February 15, 2015. We will pay interest on the Notes due 2034 on February 15 and August 15 of each year, beginning
February 15, 2015. We refer to the Notes due 2025 and the Notes due 2034 collectively as the "notes." 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 will be unsecured and will rank equally with all of our 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 31 of
Comcast's Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by
reference herein.

Underwriters'
Proceeds to Us Before

Price to Investors

Discount

Expenses

Per note due 2025(1)

99.912%

0.45%

99.462%
Total

$ 999,120,000
$ 4,500,000
$
994,620,000
Per note due 2034(1)

99.624%

0.65%

98.974%
Total

$ 996,240,000
$ 6,500,000
$
989,740,000

(1)
Plus accrued interest, if any, from August 12, 2014, if settlement occurs after that date.
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Neither the Securities and Exchange 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 August 12, 2014.
Joint Book-Running Managers

Credit Suisse
J.P. Morgan
Lloyds Securities
Mizuho Securities
SunTrust Robinson

Humphrey

Barclays
BNP PARIBAS
BofA Merrill Lynch
Deutsche Bank Securities
Goldman, Sachs & Co.
MUFG
RBC Capital Markets

RBS

SMBC Nikko
UBS Investment Bank

Wells Fargo Securities

Santander

US Bancorp
DNB Markets

PNC Capital Markets LLC

TD Securities

The Williams Capital Group, L.P.

Jefferies

Drexel Hamilton
Lebenthal Capital Markets
Loop Capital Markets
MFR Securities, Inc.

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

The date of this prospectus supplement is August 5, 2014.
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
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred
Dividends
S-6
Description of the Notes
S-6
Material U.S. Federal Income Tax Consequences for Non-U.S. Holders
S-12
Underwriting
S-15
Legal Matters
S-19
Experts
S-19
Prospectus

The Companies

1
Caution Concerning Forward-Looking Statements

3
Use of Proceeds

5
Dividend Policy

5
Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends

5
Description of Debt Securities and Guarantees

6
Global Securities

19
Description of Capital Stock

21
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Plan of Distribution

24
Legal Matters

25
Experts

25
Available Information

25
Incorporation of Certain Documents by Reference

27
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. If anyone provides you with different or inconsistent information, you should not rely on it. 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 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.

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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 set forth below that we have previously filed with the SEC:

· Comcast's Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 12, 2014.

· Comcast's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014.

· Comcast's Current Reports on Form 8-K filed on February 13, 2014, February 14, 2014, February 25, 2014, April 28, 2014, May 22,

2014 and July 1, 2014.

· The section of Comcast's Definitive Proxy Statement on Schedule 14A for the 2014 annual meeting of shareholders incorporated by

reference in Comcast's Annual Report on Form 10-K for the year ended December 31, 2013.
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
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PROSPECTUS SUPPLEMENT SUMMARY
The Companies
Comcast Corporation
We are a global media and technology company with two primary businesses, Comcast Cable and NBCUniversal Media, LLC
("NBCUniversal"). Comcast was incorporated under the laws of Pennsylvania in 2001, and through its predecessors, has developed, managed
and operated cable systems since 1963. In 2011, we closed the NBCUniversal transaction in which we acquired control of the businesses of
NBCUniversal, and in 2013, we acquired GE's remaining 49% common equity interest in NBCUniversal. We present our operations for
Comcast Cable in one reportable business segment, referred to as Cable Communications, and our operations for NBCUniversal in four
reportable business segments.
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· Cable Communications: Consists of the operations of Comcast Cable, which is the nation's largest provider of video, high-speed

Internet and voice services to residential customers under the XFINITY brand, and we also provide similar services to businesses
and sell advertising.

· Cable Networks: Consists primarily of our national cable networks, our regional sports and news networks, our international cable

networks, and our cable television production operations.

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

broadcast television stations, and our broadcast television production operations.

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

distributes filmed entertainment worldwide.

· Theme Parks: Consists primarily of our Universal theme parks in Orlando and Hollywood.
The Cable Networks, Broadcast Television, Filmed Entertainment and Theme Parks segments comprise the NBCUniversal businesses
and are collectively referred to as the "NBCUniversal segments."
During the six months ended June 30, 2014, our Cable Communications segment generated 64% of our consolidated revenue and 79% of
our operating income before depreciation and amortization.
Our other business interests primarily include Comcast-Spectacor, which owns the Philadelphia Flyers and the Wells Fargo Center arena
in Philadelphia and operates arena management-related businesses.
For a description of our business, financial condition, results of operations and other important information regarding us, see our filings
with the Securities and Exchange Commission ("SEC") incorporated by reference in the accompanying prospectus. For instructions on how to
find copies of these and our other filings incorporated by reference in the accompanying prospectus, see "Available Information" in the
accompanying prospectus.
Comcast's principal executive offices are located at One Comcast Center, Philadelphia, Pennsylvania 19103-2838. Comcast's telephone
number is (215) 286-1700. NBCUniversal's principal executive offices are located at 30 Rockefeller Plaza, New York, NY 10112-0015.
NBCUniversal's phone number is (212) 664-4444. The address of our website is www.comcastcorporation.com. The information on our
website is not part of this prospectus supplement or the accompanying prospectus.
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, Comcast Cable Holdings, LLC, Comcast MO Group, Inc., Comcast MO of
Delaware, LLC and NBCUniversal Media, LLC. In this prospectus supplement, we refer to these guarantors as the guarantors and to these
guarantees as the guarantees.

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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.
Each guarantor's, other than NBCUniversal Media, LLC, 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, NY 10112-0015.
Recent Developments
Time Warner Cable Merger
On February 12, 2014, Comcast entered into an agreement and plan of merger (the "merger agreement") with Time Warner Cable. As a
result of the merger agreement, Comcast will acquire 100% of Time Warner Cable's outstanding shares of common stock in exchange for
shares of Comcast's Class A common stock (the "Time Warner Cable merger"). Time Warner Cable stockholders will receive, in exchange
for each share of Time Warner Cable common stock owned immediately prior to the Time Warner Cable merger, 2.875 shares of Comcast's
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Class A common stock. Time Warner Cable stockholders will then own approximately 23% of Comcast's common stock, an estimate based
on the number of shares outstanding as of the date of the merger agreement. Because the exchange ratio was fixed at the time of the merger
agreement and the market value of Comcast's Class A common stock will continue to fluctuate, the number of shares of Class A common
stock to be issued and the total value of the consideration exchanged will not be determinable until the closing date. Following the close of the
Time Warner Cable merger, Time Warner Cable will be a wholly owned subsidiary of Comcast. The Time Warner Cable merger remains
subject to shareholder approval at both companies, regulatory review and other customary conditions. It is reasonably possible that the Time
Warner Cable merger will close by the end of 2014.
Divestiture Transactions
The terms of the merger agreement contemplate that Comcast is prepared to divest systems serving up to approximately 3 million video
customers of the combined company to reduce competitive concerns. As a result of this commitment, on April 25, 2014, Comcast entered into
a transactions agreement with Charter Communications, Inc. ("Charter") that, if consummated, would satisfy the divestiture undertaking.
Under the transactions agreement, following the close of the Time Warner Cable merger and subject to various conditions, Comcast would
divest cable systems resulting in a net disposition of approximately 3.9 million video customers through three transactions: (1) a spin-off of
cable systems serving approximately 2.5 million of Comcast's video customers (the "spin-off transaction") into a newly formed public entity
("SpinCo"), (2) an exchange of cable systems serving approximately 1.5 million Time Warner Cable video customers for cable systems
serving approximately 1.7 million Charter video customers, and (3) a sale to Charter of cable systems serving approximately 1.5 million Time
Warner Cable video customers for cash (collectively, the "divestiture transactions").
In connection with the spin-off transaction and prior to the spin-off, it is expected that SpinCo will incur new debt to fund a distribution
to Comcast in the form of cash and notes, which will enable Comcast to retire a portion of its debt. In the spin-off transaction, Comcast will
distribute common stock of SpinCo pro rata to the holders of all of its outstanding common stock, including the former Time Warner Cable
stockholders who continue to hold shares through the record date of the spin-off transaction. After the spin-off transaction, a newly formed,
wholly owned indirect subsidiary of Charter will merge with and into Charter with the effect that all shares of Charter will be converted into
shares of a new holding company, which will survive as the publicly traded parent company of Charter ("New Charter"). New Charter will
then acquire an interest in SpinCo by

S-2
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issuing New Charter stock in exchange for a portion of the outstanding SpinCo stock, following which Comcast shareholders, including the
former Time Warner Cable stockholders, are expected to own approximately 67% of SpinCo and New Charter is expected to own
approximately 33% of SpinCo.
The close of the divestiture transactions is subject to the completion of the Time Warner Cable merger, Charter stockholder approval,
completion of the SpinCo financing transactions, regulatory approvals and other customary conditions. The Time Warner Cable merger and
the divestiture transactions are subject to separate conditions, and the Time Warner Cable merger can be completed regardless of whether the
divestiture transactions are ultimately completed.
According to its publicly available information, as of June 30, 2014, Time Warner Cable had $24.580 billion aggregate outstanding debt
and its ratio of earnings to fixed charges for the year ended December 31, 2013 was 2.8x.

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The Offering

Issuer
Comcast Corporation.

Securities Offered
$1,000,000,000 aggregate principal amount of 3.375% Notes due 2025.

$1,000,000,000 aggregate principal amount of 4.200% Notes due 2034.

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Maturity
The Notes due 2025 will mature on February 15, 2025.

The Notes due 2034 will mature on August 15, 2034.

Interest
Interest on the Notes due 2025 will accrue at the rate of 3.375% per year, payable semi-
annually in cash in arrears on February 15 and August 15, beginning February 15, 2015.
Interest on the Notes due 2034 will accrue at the rate of 4.200% per year, payable semi-
annually in cash in arrears on February 15 and August 15, beginning February 15, 2015.

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

Guarantors
Comcast Cable Communications, LLC, Comcast Cable Holdings, LLC, Comcast MO
Group, Inc., Comcast MO of Delaware, LLC and NBCUniversal Media, LLC.

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 either 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."

Use of Proceeds
We intend to use the net proceeds from the offering, after deducting underwriters'
discount and expenses, for working capital and general corporate purposes, which may
include repayment in January 2015 of our 6.5% notes due 2015 ($900 million principal
amount outstanding) and repayment in April 2015 of our 3.65% notes due 2015 ($1.0
billion principal amount outstanding). See "Use of Proceeds" in this prospectus
supplement.

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.

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USE OF PROCEEDS
We intend to use the net proceeds from the offering, after deducting underwriters' discount and expenses, for working capital and general
corporate purposes, which may include repayment in January 2015 of our 6.5% notes due 2015 ($900 million principal amount outstanding) and
repayment in April 2015 of our 3.65% notes due 2015 ($1.0 billion principal amount outstanding).

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RATIOS OF EARNINGS TO FIXED CHARGES AND OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
Our ratio of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred dividends were as follows for the
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respective periods indicated:

For the Six Months
Ended June 30,

For the Years Ended December 31,
2014

2013

2012

2011

2010

2009
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred dividends:
5.28x

4.85x

4.82x

4.04x

3.57x

3.01x
We have no issued or outstanding Comcast preferred stock and, as a result, the ratio of earnings to fixed charges is the same as the ratio of
earnings to combined fixed charges and preferred dividends. For purposes of calculating the ratios, earnings is the amount resulting from
(1) adding (a) pretax income from continuing operations before adjustment for noncontrolling interests in consolidated subsidiaries or income or
loss from equity investees, (b) fixed charges, (c) amortization of capitalized interest, (d) distributed income of equity investees and (e) our share of
pretax losses of equity investees for which charges arising from guarantees are included in fixed charges and (2) subtracting (i) interest capitalized,
(ii) preference security dividend requirements of consolidated subsidiaries and (iii) the noncontrolling interest in pretax income of subsidiaries that
have not incurred fixed charges. Fixed charges is the sum of (w) interest expensed and capitalized, (x) amortized premiums, discounts and
capitalized expenses related to indebtedness, (y) an estimate of the interest within rental expense and (z) preference security dividend requirements
of our consolidated subsidiaries. Preference security dividend requirements are the amount of pretax earnings required to pay the dividends on
outstanding preference securities. Interest associated with our uncertain tax positions is a component of income tax expense.
According to its publicly available information, as of June 30, 2014, Time Warner Cable had $24.580 billion aggregate outstanding debt and
its ratio of earnings to fixed charges for the year ended December 31, 2013 was 2.8x.
DESCRIPTION OF THE NOTES
We are offering $1,000,000,000 aggregate principal amount of our 3.375% Notes due 2025 and $1,000,000,000 aggregate principal amount
of our 4.200% Notes due 2034. The Notes due 2025 and Notes due 2034 will each be 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. The notes will be our direct
unsecured and unsubordinated obligations and will be fully and unconditionally guaranteed by Comcast Cable Communications, LLC, Comcast
Cable Holdings, LLC, Comcast MO Group, Inc., Comcast MO of Delaware, LLC and NBCUniversal Media, LLC, 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. Copies of the indenture and the form of notes are
available from us upon request.
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.

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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 $2,000,000,000 comprised as follows:

·
$1,000,000,000 initial aggregate principal amount of 3.375% Notes due 2025, maturing on February 15, 2025, with interest

payable semiannually on each February 15 and August 15, beginning February 15, 2015, to holders of record on the preceding
February 1 and August 1;

·
$1,000,000,000 initial aggregate principal amount of 4.200% Notes due 2034, maturing on August 15, 2034, with interest

payable semiannually on each February 15 and August 15, beginning February 15, 2015, to holders of record on the preceding
February 1 and August 1; and

· are issuable in fully registered form, in denominations of $2,000 and in multiples of $1,000 in excess thereof.
Interest Payments
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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 will accrue
from (i) the earlier of August 12, 2014 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.
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.
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.
Optional Redemption
We will have the right at our option to redeem any of the notes in whole or in part, at any time or from time to time prior to their maturity,
on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each holder of notes, at the applicable Redemption
Price.
"Redemption Price" means:
(a) with respect to the Notes due 2025, at any time prior to November 15, 2024 (three months prior to the maturity of the Notes due 2025),
the greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day

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year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, provided that, if the Notes due 2025 are redeemed on or after
November 15, 2024 (three months prior to the maturity of the Notes due 2025) the Redemption Price will equal 100% of the principal amount of
such notes; and
(b) with respect to the Notes due 2034, at any time prior to February 15, 2034 (six months prior to the maturity of the Notes due 2034), the
greater of (i) 100% of the principal amount of such notes and (ii) the sum of the present values of the remaining scheduled payments of principal
and interest thereon (exclusive of interest accrued to the date of redemption) 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 15 basis points, provided that, if the Notes due 2034 are redeemed on
or after February 15, 2034 (six months prior to the maturity of the Notes due 2034) 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 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 a comparable maturity to the
remaining term 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.
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"Reference Treasury Dealer" means each of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, and Mizuho Securities USA
Inc. 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 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.

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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

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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 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.
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).

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Same-Day Payment
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Document Outline

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