Obligation Baltimore Energy 3.5% ( US059165EH95 ) en USD

Baltimore Energy

73.193 % ▲

Etas-Unis

US059165EH95 ( en USD )

3.5% par an ( paiement semestriel )

15/08/2046

Prospectus brochure de l'obligation Baltimore Gas and Electric (BGE) US059165EH95 en USD 3.5%, échéance 15/08/2046

2 000 USD

500 000 000 USD

059165EH9

A ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

15/02/2026 ( Dans 65 jours )

Baltimore Gas and Electric (BGE) est une filiale d'Exelon Corporation qui fournit du gaz naturel et de l'électricité à plus de 1,3 million de clients dans le Maryland central.

L'Obligation émise par Baltimore Energy ( Etas-Unis ) , en USD, avec le code ISIN US059165EH95, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2046

L'Obligation émise par Baltimore Energy ( Etas-Unis ) , en USD, avec le code ISIN US059165EH95, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Baltimore Energy ( Etas-Unis ) , en USD, avec le code ISIN US059165EH95, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d239869d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of
Amount to be
Amount of
securities to be registered

registered

Offering Price

Registration Fee
2.400% Notes Due 2026

$350,000,000

$348,950,000

3.500% Notes Due 2046

$500,000,000

$499,540,000

Total

$850,000,000

$848,490,000

$85,442.94

Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-196220-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 23, 2014)
$850,000,000

Baltimore Gas and Electric Company
$350,000,000 2.400% Notes due 2026
$500,000,000 3.500% Notes due 2046
Baltimore Gas and Electric Company is offering $350,000,000 of its 2.400% notes due 2026 and $500,000,000 of its 3.500% notes due 2046,
which are collectively referred to in this prospectus supplement as the "notes." The notes will mature on August 15, 2026 and August 15, 2046,
respectively. We will pay interest on the notes semi-annually on February 15 and August 15 of each year, beginning February 15, 2017.
We may redeem the notes at any time prior to maturity, in whole or in part, upon at least 10 days' and not more than 60 days' notice, at the
redemption prices described in this prospectus supplement under "Description of the Notes--Optional Redemption."
The notes will be our direct unsecured general obligations and will rank equally with all of our existing and future unsecured and
unsubordinated debt.
Investing in our notes involves risks. Please see "Risk Factors" on page S-3 of this prospectus supplement.

Proceeds, before
expenses, to Baltimore
Gas and Electric

Price to Public(1)
Underwriting Discount

Company

Per 2.400% note

99.700%
0.650%
99.050%
Total for 2.400% notes
$ 348,950,000 $
2,275,000 $
346,675,000
Per 3.500% note

99.908%
0.875%
99.033%
Total for 3.500% notes
$ 499,540,000 $
4,375,000 $
495,165,000
Total
$ 848,490,000 $
6,650,000 $
841,840,000

(1)
Plus accrued interest from August 18, 2016, if settlement occurs after that date.
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
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 are expected to be delivered in book-entry only form through the facilities of The Depository Trust Company, including
Clearstream Banking, société anonyme and/or Eurostream Bank S.A./N.V., against payment in New York, New York on or about August 18, 2016.

Joint Book-Running Managers

BofA Merrill Lynch
MUFG
Wells Fargo Securities

PNC Capital Markets LLC

SMBC Nikko

Senior Co-Manager
The Williams Capital Group, L.P.

Co-Managers

Guzman & Company

Telsey Advisory Group
The date of this prospectus supplement is August 15, 2016
Table of Contents
We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the
offering of the notes, before you make your investment decision. You should rely only on the information contained in or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the
Securities and Exchange Commission ("SEC"). We have not, and the underwriters have not, authorized anyone else to provide you with
different information. 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 not
assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate as of any date other
than the date on the front of those documents or that the information incorporated by reference is accurate as of any date other than the
date that the document incorporated by reference was filed with the SEC.

TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
BALTIMORE GAS AND ELECTRIC COMPANY
S-1
SUMMARY FINANCIAL INFORMATION
S-2
RISK FACTORS
S-3
FORWARD LOOKING STATEMENTS
S-3
WHERE YOU CAN FIND MORE INFORMATION
S-4
USE OF PROCEEDS
S-4
RATIO OF EARNINGS TO FIXED CHARGES
S-4
CAPITALIZATION AND SHORT-TERM BORROWINGS
S-5
DESCRIPTION OF THE NOTES
S-6
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING
S-19
NOTICE TO INVESTORS IN CERTAIN JURISDICTIONS
S-20
LEGAL MATTERS
S-23
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
EXPERTS
S-23
Prospectus

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
2
RISK FACTORS
2
EXELON CORPORATION
2
EXELON GENERATION COMPANY, LLC
2
COMMONWEALTH EDISON COMPANY
3
PECO ENERGY COMPANY
3
BALTIMORE GAS AND ELECTRIC COMPANY
3
USE OF PROCEEDS
3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE
SECURITY DIVIDENDS
4
DESCRIPTION OF SECURITIES
5
PLAN OF DISTRIBUTION
5
LEGAL MATTERS
8
EXPERTS
8
WHERE YOU CAN FIND MORE INFORMATION
8
DOCUMENTS INCORPORATED BY REFERENCE
9

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus contain information about Baltimore Gas and Electric Company and the notes.
This prospectus supplement and the accompanying prospectus also refer to information contained in other documents that we file with the SEC. To
the extent the information in this prospectus supplement is inconsistent with information in the prospectus, you should rely on this prospectus
supplement.
Baltimore Gas and Electric Company is a subsidiary of Exelon Corporation ("Exelon"). The accompanying prospectus also includes
information about Exelon and its affiliates Exelon Generation Company, LLC ("Generation"), Commonwealth Edison Company ("ComEd") and
PECO Energy Company ("PECO") and their securities, which does not apply to us or the notes. The notes are solely our obligations and not
obligations of Exelon or of any of our affiliates.
When we refer to "BGE," "the Company," "we," "us," or "our" in this prospectus supplement, we mean Baltimore Gas and Electric
Company and, unless the context otherwise indicates, does not include any of our subsidiaries or affiliates.
BALTIMORE GAS AND ELECTRIC COMPANY
BGE is a regulated electric transmission and distribution utility company and a regulated gas distribution utility company with a service
territory that covers the City of Baltimore and all or part of 10 counties in central Maryland. BGE is a public service company under the Public
Utilities Article of the Maryland Annotated Code subject to regulation by the Maryland Public Service Commission (MDPSC) with respect to
electric and gas distribution rates and service, the issuances of certain securities and certain other aspects of BGE's operations. BGE is a public
utility under the Federal Power Act subject to regulation by Federal Energy Regulatory Commission with respect to electric transmission rates and
certain other aspects of BGE's business and by the U.S. Department of Transportation as to pipeline safety and other areas of gas operations.
Specific operations of BGE are subject to the jurisdiction of various other federal, state, regional and local agencies. Additionally, BGE is also
subject to North American Electric Reliability Corporation mandatory reliability standards.
BGE's electric service territory includes an area of approximately 2,300 square miles. BGE's gas service territory includes an area of
approximately 800 square miles. BGE delivers electricity to approximately 1.3 million customers and natural gas to approximately 650,000
customers.
BGE was incorporated in the State of Maryland in 1906. BGE's principal executive offices are located at 2 Center Plaza, 110 West Fayette
Street, Baltimore, Maryland 21202, and its telephone number is (410) 234-5000.

S-1
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
Table of Contents
SUMMARY FINANCIAL INFORMATION
We have provided the following summary financial information for your reference. We have derived the summary information presented
here from the financial statements we have incorporated by reference into this prospectus supplement and the accompanying prospectus. You
should read the summary information together with our historical consolidated financial statements and the related notes incorporated by reference
in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information."

Six Months Ended

Year Ended December 31,

June 30,

2015
2014
2013
2016
2015

($ in millions)

(unaudited)

Income Statement Data

Operating revenues
$3,135
$3,165 $3,065 $1,609 $1,664
Operating income

558
439
449
245
304
Net income

288
211
210
135
157
Net income attributable to common shareholder

275
198
197
129
151
Cash Flow Data

Cash interest paid, net of amount capitalized
$ (120)
$ (111) $ (130) $ (48) $ (48)
Capital expenditures

(719) (620) (587) (392) (304)
Net cash flows provided by operating activities

782
740
561
489
489
Net cash flows used in investing activities

(675) (622) (571) (375) (275)
Net cash flows used in financing activities

(162)
(85)
(48) (118) (254)

As of December 31,

As of June 30,

2015
2014
2013
2016

($ in millions)

(unaudited)

Balance Sheet Data

Property, plant and equipment, net
$6,597
$6,204 $5,864

$6,747
Regulatory assets, including current portion

781
724
705

781
Total assets
8,295
8,056 7,839

8,325
Regulatory liabilities, including current portion

222
244
252

264
Long-term debt, including debt due within one year
1,480
1,857 1,927

1,820
Long-term debt to financing trust

252
252
252

252
Total liabilities
5,418
5,303 5,284

5,395
Preference stock not subject to mandatory redemption

190
190
190

190(a)
Total shareholders' equity
2,687
2,563 2,365

2,740

(a)
In July 2016, we redeemed $100 million of our outstanding preference stock.

S-2
Table of Contents
RISK FACTORS
Investing in the notes involves risks. You should carefully consider the following discussion and the risks described under "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Reports on Form 10-Q for the periods ended
March 31, 2016 and June 30, 2016, incorporated by reference in this prospectus supplement and the accompanying prospectus, the factors listed
under "Forward Looking Statements" in this prospectus supplement and the other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus before making a decision to invest in the notes. See "Where You Can Find More
Information."
There may be no public market for the notes.
We can give no assurances concerning the liquidity of any markets that may develop for the notes offered by this prospectus supplement, the
ability of any investor to sell any of the notes or the price at which investors would be able to sell them. If markets for the notes do not develop,
investors may be unable to resell the notes for an extended period of time, if at all. If markets for the notes do develop, they may not continue or it
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
may not be sufficiently liquid to allow holders to resell any of the notes. Consequently, investors may not be able to liquidate their investment
readily, and lenders may not readily accept the notes as collateral for loans.
The Indenture does not restrict the amount of additional debt that we may incur.
The notes and Indenture (as defined below) pursuant to which the notes will be issued do not place any limitation on the amount of
indebtedness, secured or unsecured, that we or our subsidiaries may incur. Our incurrence of additional debt may have important consequences for
you as a holder of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the trading value
of your notes and a risk that one or more of the credit ratings of the notes are lowered or withdrawn.
FORWARD LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated or deemed incorporated by reference as described
under the heading "Where You Can Find More Information" contain forward-looking statements that are not based entirely on historical facts and
are subject to risks and uncertainties. Words such as "believes," "anticipates," "expects," "intends," "plans," "predicts" and "estimates" and similar
expressions are intended to identify forward-looking statements but are not the only means to identify those statements. These forward-looking
statements are based on assumptions, expectations and assessments made by our management in light of their experience and their perception of
historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking
statements are not guarantees of our future performance and are subject to risks and uncertainties.
The factors that could cause actual results to differ materially from the forward-looking statements include: (a) any risk factors discussed in
this prospectus supplement and the accompanying prospectus; (b) those factors discussed in the following sections of BGE's 2015 Annual Report
on Form 10-K: ITEM 1A. Risk Factors, ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and
ITEM 8. Financial Statements and Supplementary Data: Note 23; (c) those factors discussed in the following sections of BGE's Quarterly Reports
on Form 10-Q for the periods ended March 31, 2016 and June 30, 2016: Part II, Other Information, ITEM 1A. Risk Factors and Part I, Financial
Information, ITEM 1. Financial Statements: Note 18 and (d) other factors discussed herein and in other filings with the SEC by BGE, as applicable.
You are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date on the front of this
prospectus supplement or, as the case may be, as of the date on which we make any subsequent forward-looking statement that is deemed
incorporated by reference. We do not undertake any obligation to update or revise any forward-looking statement to reflect events or circumstances
after the date as of which any such forward-looking statement is made.

S-3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" the information filed by us with the SEC, which means that we can refer you to important
information without restating it in this prospectus supplement and the accompanying prospectus. The information incorporated by reference is
considered to be part of this prospectus supplement and the accompanying prospectus and should be read with the same care. Exelon, Generation,
ComEd, PECO, BGE, Pepco Holdings LLC, Potomac Electric Power Company, Delmarva Power & Light Company and Atlantic City Electric
Company file combined reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information contained in the
combined reports relating to each registrant is filed separately by such registrant on its own behalf and only the information related to BGE is
incorporated by reference in this prospectus supplement and the accompanying prospectus. BGE does not make any representation as to
information relating to any other registrant or securities issued by any other registrant and you should not rely on any information relating to any
registrant other than BGE in determining whether to invest in the notes. We incorporate by reference our Annual Report on Form 10-K for the
year ended December 31, 2015, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2016 and June 30, 2016, our Current
Reports on Form 8-K filed with the SEC on May 27, 2016, June 3, 2016 and June 9, 2016 and any future filings that we make with the SEC under
the Exchange Act if the filings are made prior to the time that all of the notes are sold in this offering. You can also find more information about us
from the sources described under "Documents Incorporated by Reference" in the accompanying prospectus.
USE OF PROCEEDS
We anticipate our net proceeds from the sale of the notes will be approximately $840,840,000 after deducting underwriting discounts and
estimated offering expenses. We intend to use the net proceeds we receive from the issuance and sale of the notes to repay $300,000,000 of our
5.90% Series B notes due October 1, 2016, to repay a portion of our outstanding commercial paper obligations and for general corporate purposes.
As of August 11, 2016, we had $324 million of outstanding commercial paper obligations, which had remaining maturities of less than 30 days and
annual interest rates ranging from 0.65% to 0.80%. We may also use a portion of the net proceeds from the sale of the notes to redeem some of our
preference stock, of which there is $90 million aggregate principal amount currently outstanding with annual dividend rates ranging from 6.70% to
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
6.97%. If we do not use the net proceeds immediately, we may temporarily invest them in short-term, interest-bearing obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The following are BGE's consolidated ratios of earnings to fixed charges for each of the periods indicated:

Six Months

Years Ended December 31,

Ended

June 30, 2016
2015
2014
2013
2012
2011
Ratio of earnings to fixed charges

4.5
4.7
3.8
3.6
1.0
2.4

S-4
Table of Contents
CAPITALIZATION AND SHORT-TERM BORROWINGS
The following table shows our consolidated capitalization and short-term borrowings as of June 30, 2016 and as adjusted to reflect the
issuance of the notes offered by this prospectus supplement and the application of the net proceeds thereof. See "Use of Proceeds." This table is
qualified in its entirety by, and should be considered in conjunction with, the more detailed information incorporated by reference or provided in
this prospectus supplement or in the accompanying prospectus.

As of June 30, 2016

Actual

As Adjusted

(% of
(% of
Capitalization
Capitalization
and
and
Short-term
Short-term

(In millions)
Borrowings)

(In millions)
Borrowings)
Short-term borrowings

$
208

4%
$
--

--
Long-term debt:

Long-term debt of BGE (including current portion)(1)

1,992

38%

1,692

31%
2.400% notes due 2026

--

--

350

6%
3.500% notes due 2046

--

--

500

9%
Rate stabilization bonds (including current portion)(2)

80

2%

80

2%
Preference stock not subject to mandatory redemption(3)

190

4%

90

2%
Common shareholder's equity

2,740

52%

2,740

50%

Total capitalization and short-term borrowings

$
5,210

100.0%
$
5,452

100.0%

(1)
Long-term debt includes $252 million of deferrable interest subordinated debentures, which would rank junior in right of payment to the
notes.
(2)
Rate stabilization bonds issued by a subsidiary of BGE that are non-recourse to BGE.
(3)
In July 2016, we redeemed $100 million of our outstanding preference stock. We may use a portion of the net proceeds from the sale of the
notes to redeem all or a portion of our outstanding preference stock.

S-5
Table of Contents
DESCRIPTION OF THE NOTES
The following description of the notes is only a summary and is not intended to be comprehensive. In the event that information in this
prospectus supplement is inconsistent with information in the accompanying prospectus, you should rely on this prospectus supplement.
General
We will issue $350,000,000 of the 2.400% notes due 2026 and $500,000,000 of the 3.500% notes due 2046 under an indenture, which is a
contract between us and the trustee, Deutsche Bank Trust Company Americas ("Trustee"), dated as of July 24, 2006, as supplemented and as it
may be further supplemented from time to time, which is referred to herein as the "Indenture." The Indenture is filed as an exhibit to the
registration statement that contains the accompanying prospectus. Subject to the limitations described in this prospectus supplement and the
accompanying prospectus, we may issue additional notes under the Indenture with the same priority as the notes offered hereby, including notes
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
having the same series designation and terms (except for the public offering prices and the issue date) as the notes offered hereby, without the
approval of the holders of outstanding notes under the Indenture, including the holders of the outstanding notes offered hereby. An officer's
certificate will establish the terms of the notes under the Indenture.
The terms of the notes will not necessarily afford you protection in the event of particular transactions or upon the occurrence of particular
events that may adversely affect you, including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us or
our subsidiaries, whether or not in connection with a change of control. As a result, we could enter into any such transaction even though the
transaction could adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the notes. The notes will not
contain any provisions that will require us to redeem, or permit the holders of the notes to cause a redemption or purchase of, the notes upon the
occurrence of any particular event. However, we may redeem some or all of the notes at any time or from time to time prior to maturity, at our
option, as described in this prospectus supplement under "Optional Redemption" below.
Ranking
The notes will be our direct unsecured general obligations and will rank equally with all of our existing and future unsecured and
unsubordinated debt, will be senior in right of payment to all of our existing and future subordinated debt and will be junior to any of our future
secured debt to the extent of the value of the collateral securing such secured debt. The notes will not be obligations of or guaranteed by any of our
subsidiaries. The Indenture does not limit our ability to issue secured debt senior to the notes or the amount of debt we or our subsidiaries may
issue, whether secured or unsecured.
Please see "Capitalization and Short-Term Borrowings" in this prospectus supplement for information with respect to the long-term debt and
short-term borrowings of us and our subsidiaries as of June 30, 2016.
Interest Rate and Maturity
We will pay interest at the fixed rate of 2.400% per annum for the notes due 2026 and 3.500% per annum for the notes due 2046, in each
case payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2017. The 2.400% notes due 2026 will mature on
August 15, 2026 and the 3.500% notes due 2046 will mature on August 15, 2046.
Interest on the notes will accrue from and include the date that the notes are issued to and excluding the date of maturity or redemption.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. On each interest payment date, we will pay interest on each note
to the person in whose name the note is registered at the close of business on the record date for such interest. So long as all of the notes remain in
book-entry only

S-6
Table of Contents
form, the record date for each interest payment date will be the close of business on the business day immediately preceding the applicable interest
payment date. If any of the notes do not remain in book-entry only form, the record date for each interest payment date will be the close of
business on the first calendar day immediately preceding the applicable interest payment date. If any interest payment date falls on a day that is not
a Business Day, payment will be made on the next Business Day and no additional interest or other payment will be paid in respect of such delay.
"Business Day" means any day that is not a Saturday, a Sunday, or a day on which commercial banking institutions in New York City, are
generally authorized or required by law or executive order to be closed.
Form and Denomination
The notes will be issued in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The notes will initially be issued in "book-entry only form," represented by a permanent global debt security registered in the name of The
Depository Trust Company, which we refer to as DTC, or its nominee. However, we reserve the right to issue notes in certificated form registered
in the name of the noteholders. For so long as the notes are registered in the name of DTC or its nominee, we will pay the principal, premium, if
any, and interest due on the notes to DTC for payment to its participants for subsequent disbursement to the beneficial owners. For further
information on DTC and its practices, see "Book-Entry System" below.
Optional Redemption
General
At any time prior to (i) May 15, 2026, with respect to the 2.400% notes due 2026 (i.e., three months prior to the maturity date of such series
of notes) and (ii) February 15, 2046, with respect to the 3.500% notes due 2046 (i.e., six months prior to the maturity date of such series of notes),
we may, at our option, redeem some or all of the applicable series of notes, in each case upon at least 10 days' and not more than 60 days' notice,
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
at a redemption price equal to the greater of:

· 100% of the principal amount of the notes then outstanding to be redeemed; and

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be
due if such notes matured on May 15, 2026, in the case of the 2.400% notes due 2026, or February 15, 2046, in the case of the 3.500%

notes due 2046 (exclusive of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, in the case of the 2.400%
notes due 2026 and at the Treasury Rate plus 20 basis points, in the case of the 3.500% notes due 2046.
At any time on or after (i) May 15, 2026 with respect to the 2.400% notes due 2026, and (ii) February 15, 2046, with respect to the 3.500%
notes due 2046, we may redeem some or all of such notes upon at least 10 days' and not more than 60 days' notice, at our option, at a redemption
price equal to 100% of the principal amount of the notes then outstanding to be redeemed plus accrued and unpaid interest on the principal amount
being redeemed to the redemption date.
If at the time a redemption notice is given, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to
their receipt on or before the redemption date and such notice shall be of no effect unless such moneys are so received. Any redemption may be
conditioned upon the consummation of one or more other transactions, including any debt or equity issuance by us or any of our parent companies.
Certain Definitions
"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

S-7
Table of Contents
the series of notes being 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 the notes.
"Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such
redemption date.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means (i) any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and a
Primary Treasury Dealer (as defined below) selected by MUFG Securities Americas Inc., or their respective affiliates and (ii) one other primary
U.S. Government securities dealer in the United States of America (each, a "Primary Treasury Dealer") selected by us; provided, however, that if
any of the foregoing shall cease to be a Primary Treasury Dealer, or is unwilling or unable to serve in such role, we shall substitute therefor another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by us, 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 us at 3:30 p.m. New York City time on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to actual or
interpolated maturity (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.
Events of Default
An "Event of Default" with respect to a series of debt securities issued under the Indenture means any of the following:

· we fail to pay the principal of (or premium, if any, on) any debt security of that series when due and payable;

· we fail to pay any interest on any debt security of that series for 30 days after such is due;

· we fail to observe or perform any other covenants or agreements set forth in the debt securities of that series, or in the Indenture in

regard to such debt securities, continuously for 60 days after notice (which must be sent either by the Trustee or holders of at least 33%
of the principal amount of the affected series); or

· we file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.
An Event of Default for a particular series of debt securities does not necessarily mean that an Event of Default has occurred for any other
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
series of debt securities issued under the Indenture. If an Event of Default has occurred and has not been cured, the Trustee or the holders of not
less than 33% of the principal amount of the debt securities of the affected series may declare the entire principal of the debt securities of such
series due and payable immediately. Subject to certain conditions, if we deposit with the Trustee enough money to remedy the default and there is
no default continuing, this acceleration of payment may be rescinded by the holders of at least a majority in aggregate principal amount of the debt
securities of such series.
The Trustee must, within 90 days after a default occurs, notify the holders of the debt securities of the series of the default if we have not
remedied it (default is defined to include the events specified above without the grace periods or notice). The Trustee may withhold notice to the
holders of such debt securities of any default

S-8
Table of Contents
(except in the payment of principal or interest) if it in good faith considers such withholding in the interest of the holders. We are required to file
an annual certificate with the Trustee, signed by an officer, stating any default by us under any provisions of the Indenture.
Prior to any declaration of acceleration of maturity, the holders holding a majority of the principal amount of the debt securities of the
particular series affected, on behalf of the holders of all debt securities of that series, may waive any past default or Event of Default. We cannot,
however, obtain a waiver of a payment default.
Except in cases of default where the Trustee has some special duties, the Trustee is not required to take any action under the indenture at the
request of any holders unless such holders offer the Trustee reasonable indemnity. Subject to the provisions for indemnification and certain other
limitations, the holders of a majority in principal amount of the debt securities of any series may direct the time, method and place of conducting
any proceedings for any remedy available to the Trustee with respect to such debt securities.
In order to bypass the Trustee and take steps to enforce your rights or protect your interests relating to the debt securities, the following must
occur:

· you must give the Trustee written notice that an Event of Default has occurred and remains uncured;

· the holders of 33% of the principal amount of all outstanding debt securities of the relevant series must make a written request that the

Trustee take action because of the default, and must offer reasonable indemnity to the Trustee against the cost and other liabilities of
taking that action; and

· the Trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity.
However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt security on or after its due date.
"Street name" and other indirect holders should consult their banks or brokers for information on how to give notice or direction to, or make
a request of, the Trustee and to make or cancel a declaration of acceleration.
Supplemental Indentures
There are three types of changes we can make to the Indenture and the debt securities issued thereunder, including the notes.
Changes Requiring Each Holder's Approval
The following changes require the approval of each holder of debt securities of the series affected then outstanding:

· extending the fixed maturity of any debt security;

· reducing the interest rate or extending the time of payment of interest;

· reducing any premium payable upon redemption;

· reducing the principal amount;

· reducing the amount of principal payable upon acceleration of the maturity of a discounted debt security following default;

· changing the currency of payment on a debt security; or

· reducing the percentage of securityholders whose consent is required to modify or amend the Indenture

S-9
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

424B5
Table of Contents
Changes Not Requiring Holder Approval
Changes not requiring holder approval are limited to those changes specified in the Indenture, including those which are of an administrative
nature or are changes that would not adversely affect holders of the debt securities.
Changes Requiring 66-2/3% of all Holders to Approve
A vote in favor by securityholders owning not less than 66-2/3% of the principal amount of the debt securities of a particular series of
affected debt securities is required for any other matter listed in the Indenture.
Consolidation, Merger or Sale
We may not merge or consolidate with any corporation or sell substantially all of our assets as an entirety unless:

· we are the continuing corporation or the successor corporation expressly assumes the payment of principal, and premium, if any, and

interest on the debt securities and the performance and observance of all the covenants and conditions of the Indenture binding on us;
and

· we, or the successor corporation, is not immediately after the merger, consolidation or sale in default in the performance of a covenant

or condition in the Indenture binding on us.
Discharge
The Indenture provides that we can discharge and satisfy all of its obligations under any series of debt securities that are payable within one
year, or under any series of debt securities that it delivers to the Trustee (and that have not already been cancelled), by depositing with the Trustee
or any paying agent, enough funds to pay the principal and interest due or to become due on the debt securities until their maturity date.
Governing Law
The Indenture and the notes will be governed by the laws of the State of New York.
Concerning the Trustee
We and our affiliates use or may use some of the banking services of the trustee in the normal course of business.
Book-Entry System
We will issue each series of the notes in the form of one or more global notes in fully registered form initially in the name of Cede & Co., as
nominee of DTC, or such other name as may be requested by an authorized representative of DTC. The global notes will be deposited with DTC
and may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by
DTC or any nominee to a successor of DTC or a nominee of such successor.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, 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 holds and provides asset servicing for (over 3.5 million issues of) U.S. and non-U.S. equity, corporate and municipal debt
issues, and money market instruments (from over 100 countries) that DTC's participants (direct

S-10
Table of Contents
participants) deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in
deposited securities through electronic computerized book-entry transfers and pledges between direct participants' accounts. This eliminates the
need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation,
all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available
to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a direct participant, either directly or indirectly (indirect participants). The rules applicable to DTC and its
direct and indirect participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. We do not intend this
https://www.sec.gov/Archives/edgar/data/9466/000119312516683181/d239869d424b5.htm[8/17/2016 9:00:25 AM]

Document Outline

#1">
- #1">