Principal Amount | ||||||||||||||||||||
of Debentures | Number of Shares of | |||||||||||||||||||
Beneficially | Percentage of | Common Stock | Number of Shares of | Natural Person(s) with | ||||||||||||||||
Owned and | Debentures | Issuable that May Be | Common Stock Beneficially | Voting or Investment | ||||||||||||||||
Name of Selling Securityholder (1) | Offered (USD) (2) | Outstanding (%) | Sold(3)(4) | Owned after the Offering(5) | Power | |||||||||||||||
American Century Capital
Portfolios, Inc.- Equity Income
Fund |
34,166,000 | 2.14% | 1,083,616 | 0 | Phil Davidson, Scott Moore and Kevin Toney | |||||||||||||||
Credit Suisse Securities LLC (#) (6) |
7,425,000 | (7) | 235,493 | 0 | (8) | |||||||||||||||
GLG Global Convertible Fund PLC |
10,000,000 | * | 317,162 | 0 | Emmanuel Roman, Noam Gottesman, Pierre Lagrange | |||||||||||||||
GLG Investments PLC-sub-fund: GLG
Global Convertible UCITS Fund |
16,000,000 | 1.00% | 507,459 | 0 | Emmanuel Roman, Noam Gottesman, Pierre Lagrange | |||||||||||||||
GLG Market Neutral Fund |
1,000,000 | * | 31,716 | 0 | Emmanuel Roman, Noam Gottesman, Pierre Lagrange | |||||||||||||||
JP Morgan Securities Inc. (#)(9) |
1,000,000 | (10) | 31,716 | 0 | (11) | |||||||||||||||
Ramius Master Fund Ltd. |
51,000 | * | 1,618 | 0 | (12) | |||||||||||||||
UBS Securities LLC (#)(13) |
26,000,000 | (14) | 824,621 | 2,233,690 | (15) |
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* | Less than one percent (1%). | |
# | The selling securityholder is a registered broker-dealer. | |
+ | The selling securityholder is an affiliate of a registered broker-dealer. | |
(1) | Information concerning other selling securityholders will be set forth in additional supplements to the prospectus supplement from time to time, if required. | |
(2) | The sum of the listed principal amounts of notes beneficially owned by the selling securityholders named in the table combined with those previously listed in the prospectus dated March 30, 2006, including supplements thereto, exceeds $1,600,000,000 because certain selling securityholders may have transferred notes or otherwise reduced their position prior to selling pursuant to this prospectus, and as a result we received beneficial ownership information from additional selling securityholders. However, the maximum principal amount of notes that may be sold under this prospectus will not exceed $1,600,000,000. | |
(3) | Assumes conversion of all of the holders debentures at a conversion rate of 31.7162 shares of common stock per $1,000 principal amount at maturity of the debentures. This conversion rate is subject to adjustment as described under Description of debenturesConversion rights in the prospectus supplement. As a result, the number of shares of common stock issuable upon conversion of the debentures may increase or decrease in the future. Excludes shares of common stock that may be issued by us upon the repurchase of the debentures as described under Description of debenturesFundamental change permits holders to require us to repurchase debentures and fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the debentures, as described under Description of debenturesConversion rights. | |
(4) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The number of shares of common stock beneficially owned by each holder named above is less than 1% of our outstanding common stock calculated based on 5,883 million shares of common stock outstanding as of January 27, 2006. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holders debentures, but we did not assume conversion of any other holders debentures. | |
(5) | For purposes of computing the number and percentage of debentures and shares of common stock to be held by the selling securityholders after the conclusion of the offering, we have assumed for purposes of the table above that the selling securityholders named above will sell all of the debentures and all of the common stock issuable upon conversion of the debentures offered by this prospectus, and that any other shares of our common stock beneficially owned by these selling securityholders will continue to be beneficially owned. |
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(6) | Credit Suisse Securities LLC was previously listed as holding $87,173,000 in principal amount of the debentures. The amount included in this supplement no. 11 is in addition to the previously listed holdings. | |
(7) | When aggregated with amounts listed in prior supplements, Credit Suisse Securities LLC would own > 1% of debentures outstanding. Credit Suisse Securities LLC may have sold, transferred or otherwise disposed of all or a portion of such amounts since the date of such prior supplements. | |
(8) | Credit Suisse Securities LLC is a subsidiary of a publicly traded company. The information included in this supplement no. 11 supersedes the prior information concerning Credit Suisse Securities LLC. | |
(9) | JP Morgan Securities Inc. was previously listed as holding $69,454,000 in principal amount of the debentures. The amount included in this supplement no. 11 is in addition to the previously listed holdings. | |
(10) | When aggregated with amounts listed in prior supplements, JP Morgan Securities Inc. would own > 1% of debentures outstanding. JP Morgan Securities Inc. may have sold, transferred or otherwise disposed of all or a portion of such amounts since the date of such prior supplements. | |
(11) | JP Morgan Securities Inc. is a wholly-owned subsidiary of JP Morgan Chase & Co., which is a publicly traded company listed on the NYSE. | |
(12) | Ramius Capital Group, L.L.C. (Ramius Capital) is the investment adviser of Ramius Master Fund , Ltd. ( the Fund ) and consequently has voting control and investment discretion over securities held by the Fund . Ramius Capital disclaims beneficial ownership of the shares held by the Fund. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. | |
(13) | UBS Securities LLC was previously listed as holding $15,650,000 in principal amount of the debentures. The amount included in this supplement no. 11 is in addition to the previously listed holdings. | |
(14) | When aggregated with amounts listed in prior supplements, UBS Securities LLC would own > 1% of debentures outstanding. UBS Securities LLC may have sold, transferred or otherwise disposed of all or a portion of such amounts since the date of such prior supplements. | |
(15) | UBS Securities LLC is a majority owned subsidiary of UBS AG. UBS AG is a publicly traded company listed on the NYSE. |
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