The “Total Exchange Price” will equal the discounted value of the remaining payments of principal and interest through the maturity date of the Old Notes (excluding accrued and unpaid interest to, but not including, the Early Settlement Date (as defined below)), using a yield equal to the sum of (i) the bid-side yield on the 0.25% U.S. Treasury Note due May 31, 2014 on the Price Determination Date and (ii) 0.375% (37.5 basis points). The “Price Determination Date” means 11:00 a.m., New York City time, on August 15, 2012, unless extended by the Company (the “Price Determination Date”).

For each $1,000 principal amount of Old Notes validly tendered for exchange and not validly withdrawn on or prior to 5:00 p.m., New York City time, on August 14, 2012, unless extended by the Company (“Early Participation Date”) and accepted by the Company, the Total Exchange Price will be payable in the following forms of consideration:

$1,000 principal amount of New Notes, plus

cash in an amount equal to the Total Exchange Price less $1,000.

The New Notes will mature on September 1, 2022 and will bear interest at a rate per annum equal to the sum of (i) the bid-side yield on the 1.75% U.S. Treasury Note due May 15, 2022 on the Price Determination Date and (ii) 1.50% (150 basis points).

Eligible Holders who validly tender and who do not validly withdraw their Old Notes on or prior to the Early Participation Date, will receive, on the Early Settlement Date (as defined herein), the Total Exchange Price, which includes the Early Participation Payment of $30 per $1,000 principal amount of Old Notes.

Eligible Holders who validly tender their Old Notes after the Early Participation Date but on or prior to the Expiration Date will receive, on the Final Settlement Date (as defined herein), the Total Exchange Price less the Early Participation Payment.

Eligible Holders whose Old Notes are accepted for exchange will also receive a cash payment representing accrued and unpaid interest to, but not including, the applicable settlement date. Eligible Holders who receive New Notes in exchange for Old Notes on the Final Settlement Date will receive New Notes that will have an embedded entitlement to interest (“pre-issuance interest”) for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement Date. As a result, the cash payable for accrued interest on the Old Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.

The Exchange Offer will expire at midnight, New York City time, on August 28, 2012, unless extended by the Company (“Expiration Date”).

Settlement for Old Notes validly tendered and not validly withdrawn on or prior to the Early Participation Date (as defined below) and accepted by the Company is expected to be August 20, 2012, the fourth business day after the Early Participation Date (“Early Settlement Date”). Settlement for Old Notes validly tendered after the Early Participation Date but on or prior to the Expiration Date and accepted by the Company is expected to be August 29, 2012, the first business day after the Expiration Date (“Final Settlement Date”).

Consummation of the Exchange Offer on the Early Settlement Date is subject to certain conditions, including the

requirements that (i) a minimum of $250 million aggregate principal amount of Old Notes will have been validly tendered and not validly withdrawn on or prior to the Early Participation Date, and (ii) the yield on the 1.75% U.S. Treasury Note due May 15, 2022 is not more than 3.80% or less than 1.25% on the Price Determination Date. Consummation of the Exchange Offer on the Final Settlement Date is subject to certain conditions, including the requirement that the New Notes issued on the Final Settlement Date will be fungible for U.S. federal income tax purposes with the New Notes issued on the Early Settlement Date (the “Tax Fungibility Condition”). The Company may waive these or other conditions (other than the Tax Fungibility Condition) at its sole discretion.

Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time on or prior to 5:00 p.m., New York City time, on August 14, 2012, unless extended by the Company (the “Withdrawal Date”). Old Notes tendered after the Withdrawal Date may not be withdrawn unless required by law.

Subject to applicable law, the Company expressly reserves the right, in its sole discretion, to terminate the Exchange Offer at any time.

The New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States, or to any U.S. persons outside the United States, absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Company will enter into a registration rights agreement with respect to the New Notes.