Obligation Pacific Power & Light 3.5% ( US694308HM22 ) en USD

Pacific Power & Light

100 % ▲

Etas-Unis

US694308HM22 ( en USD )

3.5% par an ( paiement semestriel )

15/06/2025 - Obligation échue

Prospectus brochure de l'obligation Pacific Gas & Electric US694308HM22 en USD 3.5%, échue

1 000 USD

600 000 000 USD

694308HM2

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Pacific Gas and Electric Company (PG&E) est une grande entreprise de services publics américaine fournissant de l'électricité et du gaz naturel à une grande partie de la Californie du Nord.

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HM22, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2025

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HM22, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HM22, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-193879
CALCULATION OF REGISTRATION FEE

Maximum
Title of each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
Debt Securities

$650,000,000
$65,455

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 11, 2014)

$200,000,000 3.50% Senior Notes due June 15, 2025
$450,000,000 4.25% Senior Notes due March 15, 2046

We are offering $200,000,000 principal amount of our 3.50% Senior Notes due June 15, 2025, which we refer to in this prospectus supplement
as our "2025 notes," and $450,000,000 principal amount of our 4.25% Senior Notes due March 15, 2046, which we refer to in this prospectus
supplement as our "2046 notes." We collectively refer to both series of notes as our "senior notes."
We will pay interest on our 2025 notes offered hereby on each June 15 and December 15, commencing December 15, 2015. We will pay
interest on our 2046 notes offered hereby on each March 15 and September 15, commencing March 15, 2016. The 2025 notes will be issued in
minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The 2046 notes will be issued in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
The terms of the 2025 notes, other than their issue date and public offering price, will be identical to the terms of the $400,000,000 principal
amount of 3.50% Senior Notes due June 15, 2025 offered and sold by our prospectus supplement dated June 9, 2015 and the accompanying
prospectus. The 2025 notes offered by this prospectus supplement and the accompanying prospectus will have the same CUSIP number as the other
notes of the same series and will trade interchangeably with notes of the same series immediately upon settlement. Upon consummation of this
offering, the aggregate principal amount of our 3.50% Senior Notes due June 15, 2025, including the 2025 notes offered hereby, will be
$600,000,000.
We may redeem the senior notes in whole or in part at any time at the respective redemption prices set forth in this prospectus supplement.
The senior notes will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding.
There is no existing public market for the senior notes. We do not intend to apply to list the senior notes on any securities exchange or any
automated quotation system.
Investing in these senior notes involves risks. See "Risk Factors" on page S-1 of this prospectus supplement.

Per 2025 Note

Total

Per 2046 Note

Total

Public Offering Price(1)

101.358%
$202,716,000

98.130%
$441,585,000
Underwriting Discounts and Commissions

0.650%
$
1,300,000

0.875%
$
3,937,500
Proceeds to Pacific Gas and Electric Company (before
(1)
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expenses)

100.708%
$201,416,000

97.255%
$437,647,500
(1) Plus accrued interest, (i) with respect to the 2025 notes, from and including June 12, 2015 to but excluding the delivery date (totaling
$2,780,555.56), and, (ii) with respect to the 2046 notes, from and including original issuance of the 2046 notes. Accrued interest must be paid
by the purchasers of the 2025 notes, and must be paid by the purchasers of the 2046 notes in the event the 2046 notes are delivered after
November 5, 2015.

None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.
Any representation to the contrary is a criminal offense.
The senior notes are expected to be delivered on or about November 5, 2015 through the book-entry facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.

RBC Capital Markets

Wells Fargo Securities

Co-Managers

MUFG

SMBC Nikko

US Bancorp
CastleOak Securities, L.P.

Apto Partners, LLC

Drexel Hamilton

Siebert Brandford Shank & Co., L.L.C.
November 2, 2015
Table of Contents
This prospectus supplement should be read in conjunction with the accompanying prospectus. You should rely only on the
information contained in this prospectus supplement, the accompanying prospectus, the information incorporated by reference into this
prospectus supplement and the accompanying prospectus and any free writing prospectus prepared by us. Neither we nor any underwriter
has authorized any other person to provide you with different or additional information. If anyone provides you with different or
additional information, you should not rely on it. Neither we nor any underwriter is making an offer to sell the senior notes in any
jurisdiction where the offer or sale is not permitted. You should assume that the information contained in or incorporated by reference in
this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by us is accurate only as of the date of
the document containing the information or such other date as may be specified therein.

TABLE OF CONTENTS

Page
Prospectus Supplement

Risk Factors
S-1
Forward-Looking Statements
S-1
Our Company
S-4
Ratio of Earnings to Fixed Charges
S-4
Use of Proceeds
S-4
Capitalization
S-5
Description of the Senior Notes
S-6
Certain United States Federal Income Tax Consequences
S-11
Underwriting
S-15
General Information
S-20
Legal Matters
S-20
Prospectus

About This Prospectus

i
Pacific Gas and Electric Company

1
Risk Factors

1
Forward-Looking Statements

1
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
Description of the Senior Notes

5
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Plan of Distribution

17
Experts

19
Legal Matters

19
Where You Can Find More Information

19
Certain Documents Incorporated by Reference

19

Unless otherwise indicated, when used in this prospectus supplement and the accompanying prospectus, the terms "we," "our" and "us" refer
to Pacific Gas and Electric Company and its subsidiaries, and the term "Corp" refers to our parent, PG&E Corporation.

S-i
Table of Contents
RISK FACTORS
Investing in the senior notes involves risk. These risks are described under "Risk Factors" in Item 1A of our annual report on Form 10-K for
the fiscal year ended December 31, 2014 and our quarterly report on Form 10-Q for the quarters ended March 31, 2015, June 30, 2015 and
September 30, 2015, each of which is incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You
Can Find More Information" in the accompanying prospectus. Before making a decision to invest in the senior notes, you should carefully consider
these risks as well as other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any documents incorporated by reference into this prospectus supplement and
the accompanying prospectus contain forward-looking statements that are necessarily subject to various risks and uncertainties. These statements
reflect management's judgment and opinions which are based on current estimates, expectations, and projections about future events and
assumptions regarding these events and management's knowledge of facts as of the date of this prospectus supplement.
These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines, associated with various
investigations and proceedings; forecasts of pipeline-related expenses that we will not recover through rates; forecasts of capital expenditures;
estimates and assumptions used in critical accounting policies, including those relating to regulatory assets and liabilities, environmental
remediation, litigation, third-party claims, and other liabilities; and the level of future equity or debt issuances. These statements are also identified
by words such as "assume," "expect," "intend," "forecast," "plan," "project," "believe," "estimate," "predict," "anticipate," "may," "should,"
"would," "could," "potential" and similar expressions. We are not able to predict all the factors that may affect future results. Some of the factors
that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results,
include, but are not limited to:

· the outcome and timing of the 2015 gas transmission and storage ("GT&S") rate case, including the amount of revenue disallowance
that may be imposed as a penalty for improper ex parte communications and how the authorized revenue requirements are reduced to

reflect the disallowance of costs associated with designated safety-related projects and programs as required by the penalty decision by
the California Public Utilities Commission ("CPUC") which imposes penalties on us totaling $1.6 billion (the "Penalty Decision");

· the outcomes of the federal criminal prosecution of us, the CPUC's investigation of our natural gas distribution record-keeping
practices, the unresolved enforcement action matters of the Safety Enforcement Division of the CPUC, and the other investigations that

have been or may be commenced relating to our compliance with natural gas-related laws and regulations, and the amount of fines,
penalties, and remedial costs that we may incur in connection with such matters;

· the timing and outcome of the CPUC's investigation and the pending criminal investigations relating to communications between us and

the CPUC that may have violated the CPUC's rules regarding ex parte communications or are otherwise alleged to be improper, and
whether such matters negatively affect the final decisions to be issued in the 2015 GT&S rate case or other ratemaking proceedings;

· whether we are able to repair the harm to our reputation caused by the criminal prosecution of us, the state and federal investigations of

our natural gas incidents, improper communications between us and the CPUC and our ongoing work to remove encroachments from
transmission pipeline rights-of-way;

· the restrictions on communications between us and the CPUC that have been imposed by the CPUC that, along with continuing public

criticism of us and the CPUC, may make it more difficult for us to

S-1
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Table of Contents

sustain or repair a constructive working relationship with the CPUC and achieve balanced regulatory outcomes;

· the timing and outcome of ratemaking proceedings (such as the 2015 GT&S rate case, the 2017 general rate case and the transmission

owner rate cases) and other regulatory proceedings (such as the recently re-opened proceeding related to our 2006-2008 energy
efficiency programs and the proceeding to consider our proposal to develop an electric vehicle charging infrastructure);

· whether we can control our costs within the authorized levels of spending, the extent to which we incur unrecoverable costs that are

higher than the forecasts of such costs, and changes in cost forecasts or the scope and timing of planned work resulting from changes in
customer demand for electricity and natural gas or other reasons;

· the amount and timing of additional common stock and debt issuances by Corp, the proceeds of which are contributed as equity to

maintain our authorized capital structure as we incur charges and costs that we cannot recover through rates (including shareholder-
funded costs to complete designated safety projects and programs as ordered in the Penalty Decision) and fines;

· the outcome of the recently opened CPUC investigation into the Utility's safety culture, and future legislative or regulatory actions that

may be taken to require the Utility to restructure into separate entities, undertake some other corporate restructuring, or implement
corporate governance changes;

· the outcomes of future investigations or other enforcement proceedings that may be commenced relating to our compliance with laws,
rules, regulations, or orders applicable to our operations, including the construction, expansion or replacement of our electric and gas

facilities; inspection and maintenance practices, customer billing and privacy, and physical and cyber security; and whether the current
or potentially worsening state regulatory environment increases the likelihood of unfavorable outcomes;

· the impact of environmental laws, regulations, and orders; the ultimate amount of costs incurred to discharge our known and unknown
remediation obligations; the extent to which we are able to recover environmental costs in rates or from other sources; and the ultimate

amount of environmental costs we incur but do not recover, such as the remediation costs associated with our natural gas compressor
station site located near Hinkley, California;

· the impact of new legislation or Nuclear Regulatory Commission ("NRC") regulations, recommendations, policies, decisions, or orders
relating to the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel,

decommissioning, cooling water intake, or other issues; and whether we decide to resume our pursuit to renew the two Diablo Canyon
operating licenses, and if so, whether the licenses are renewed;

· the impact of droughts or other weather-related conditions or events, wildfires, climate change, natural disasters, acts of terrorism, war,
or vandalism (including cyber-attacks), and other events, that can cause unplanned outages, reduce generating output, disrupt our

service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by us, our customers,
or third parties on which we rely; and subject us to third-party liability for property damage or personal injury, or result in the
imposition of civil, criminal, or regulatory penalties on us;

· the impact of environmental laws and regulations aimed at the reduction of greenhouse gases, and whether we are able to continue

recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade regulations, and
whether we timely recover renewable energy procurement costs;

· the impact that reductions in customer demand for electricity and natural gas have on our ability to make and recover our investments

through rates and earn our authorized return on equity, and whether our business strategy to address the impact of growing distributed
and renewable generation resources and changing customer demands is successful;

S-2
Table of Contents
· the supply and price of electricity, natural gas, and nuclear fuel; the extent to which we can manage and respond to the volatility of

energy commodity prices; our ability and the ability of our counterparties to post or return collateral in connection with price risk
management activities; and whether we are able to recover timely our electric generation and energy commodity costs through rates;

· whether our information technology, operating systems and networks, including the advanced metering system infrastructure, customer
billing, financial, and other systems, can continue to function accurately while meeting regulatory requirements; whether we are able to
protect our operating systems and networks from damage, disruption, or failure caused by cyber-attacks, computer viruses, or other

hazards; whether our security measures are sufficient to protect against unauthorized or inadvertent disclosure of information contained
in such systems and networks; and whether we can continue to rely on third-party vendors and contractors that maintain and support
some of our operating systems;

· the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection
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with third-party claims or litigation can be recovered through insurance, rates, or from other third parties and whether we can continue

to obtain adequate insurance coverage for future losses or claims, especially following a major event that causes widespread third-party
losses;

· our ability to access capital markets and other sources of financing in a timely manner on acceptable terms;

· changes in credit ratings which could result in increased borrowing costs especially if we were to lose our investment grade credit

ratings;

· the impact of federal or state laws or regulations, or their interpretation, on energy policy and the regulation of utilities and their holding

companies;

· the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their

interpretation, including whether state law is enacted to prohibit us from claiming tax deductions for costs associated with designated
safety-related projects and programs that are disallowed by CPUC penalty decisions; and

· the impact of changes in U.S. Generally Accepted Accounting Principles, standards, rules, or policies, including those related to

regulatory accounting, and the impact of changes in their interpretation or application.
For more information about the significant risks that could affect the outcome of these forward-looking statements and our future financial
condition, results of operations and cash flows, you should read the sections titled "Risk Factors" in the documents incorporated by reference in
this prospectus supplement and the accompanying prospectus, together with "Risk Factors" in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference into this
prospectus supplement and the accompanying prospectus, the documents that we have included as exhibits to the registration statement of which
this prospectus supplement and the accompanying prospectus are a part and the documents that we refer to under the section of the accompanying
prospectus titled "Where You Can Find More Information" completely and with the understanding that our actual future results could be materially
different from what we expect when making the forward-looking statements. We qualify all our forward-looking statements by these cautionary
statements. These forward-looking statements speak only as of the date of this prospectus supplement or the date of the document incorporated by
reference. Except as required by applicable laws or regulations, we do not undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.

S-3
Table of Contents
OUR COMPANY
We are one of the largest combination natural gas and electric utilities in the United States. We were incorporated in California in 1905 and
are a subsidiary of PG&E Corporation. We provide natural gas and electric service to approximately 16 million people throughout a 70,000-
square-mile service area in northern and central California. We generate revenues mainly through the sale and delivery of electricity and natural
gas to customers. The principal executive offices of PG&E Corporation and Pacific Gas and Electric Company are located at 77 Beale Street, P.O.
Box 770000, San Francisco, California 94177, and the telephone number of Pacific Gas and Electric Company is (415) 973-7000.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratio of earnings to fixed charges for each of the fiscal years indicated and for the nine months
ended September 30, 2015.

Nine Months
Ended
September 30,
2015
2014
2013
2012
2011
2010
1.88x

2.55x

2.23x

2.24x

2.51x

3.12x
For the purpose of computing our ratios of earnings to fixed charges, "earnings" represent net income adjusted for the income or loss from
equity investees of less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and
fixed charges (excluding capitalized interest). "Fixed charges" include interest on long-term debt and short-term borrowings (including a
representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, allowance for funds used
during construction debt, and earnings required to cover the preferred stock dividend requirements. Fixed charges exclude interest on tax liabilities.
USE OF PROCEEDS
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We estimate that the net proceeds from this offering and pre-issuance accrued interest will be approximately $640.5 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable by us. We expect to use the net proceeds from the offering for
general corporate purposes, including to repay our outstanding commercial paper. At October 30, 2015, the outstanding commercial paper was
approximately $890 million, the weighted average yield on our outstanding commercial paper was approximately 0.38% per annum and the
weighted average maturity on our outstanding commercial paper was 20.07 days.

S-4
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2015, as adjusted to give effect to (i) the issuance and sale
of the senior notes, and (ii) the use of net proceeds from this offering as set forth under "Use of Proceeds" in this prospectus supplement. This table
should be read in conjunction with our consolidated financial statements and related notes as of and for the nine months ended September 30,
2015, incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in
the accompanying prospectus.

As of September 30, 2015

Actual
As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)

$
881
$
240

Capitalization:

Long-term debt(2)

$ 15,195
$
15,839
Shareholders' equity(3)

17,010

17,010

Total capitalization

$ 32,205
$
32,849

(1)
Actual short-term borrowings primarily included commercial paper. As adjusted short-term borrowings gives effect to the use of proceeds of
this offering and pre-issuance accrued interest to repay our outstanding commercial paper.
(2)
Actual long-term debt consisted of $1,267 million of pollution control bonds and $13,928 million of senior notes and as adjusted long-term
debt includes the senior notes offered hereby, in each case, net of any discounts and premiums.
(3)
Includes $258 million of preferred stock without mandatory redemption provisions.

S-5
Table of Contents
DESCRIPTION OF THE SENIOR NOTES
General
You should read the following information in conjunction with the statements under "Description of the Senior Notes" in the accompanying
prospectus.
As used in this section, the terms "we," "us" and "our" refer to Pacific Gas and Electric Company, and not to any of our subsidiaries.
The 2025 notes are being offered in the aggregate principal amount of $200,000,000 and will mature on June 15, 2025. The 2046 notes are
being offered in the aggregate principal amount of $450,000,000 and will mature on March 15, 2046.
We will issue the senior notes under an existing indenture, which was originally entered into on March 11, 2004 and amended and restated on
April 22, 2005, between us and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A.), as trustee, as supplemented by supplemental indentures between us and the trustee. Please read the indenture because it, and not this
description, defines your rights as holders of the senior notes. We have filed with the Securities and Exchange Commission a copy of the indenture
as an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
Pursuant to the Trust Indenture Act of 1939, as amended, or the 1939 Act, if a default occurs on the senior notes, The Bank of New York
Mellon Trust Company, N.A. may be required to resign as trustee under the indenture if it has a conflicting interest (as defined in the 1939 Act),
unless the default is cured, duly waived or otherwise eliminated within 90 days.
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The 2025 notes form a part of the series of our 3.50% Senior Notes due June 15, 2025 and will have the same terms as the other notes of this
series other than their issue date and the public offering price at which the 2025 notes are sold by this prospectus supplement and the accompanying
prospectus. We first issued our 3.50% Senior Notes due June 15, 2025 on June 12, 2015. The 2025 notes offered by this prospectus supplement and
the accompanying prospectus will have the same CUSIP number as the other notes of the same series and will trade interchangeably with notes of
the same series immediately upon settlement. Upon the consummation of this offering, the aggregate principal amount of our 3.50% Senior Notes
due June 15, 2025, including the 2025 notes offered hereby, will be $600,000,000.
For each series of senior notes, we may, without consent of the holders of senior notes, issue additional senior notes of that series under the
indenture, having the same terms in all respects to the senior notes (except for the public offering price and the issue date and, in some cases, the
first interest payment date) so that those additional notes will be consolidated and form a single series with the other outstanding senior notes of the
same series.
The 2025 notes offered hereby will bear interest from June 12, 2015 at 3.50% per annum, payable semiannually on each June 15 and
December 15, commencing on December 15, 2015, to holders of record on the 15th day prior to the interest payment date.
The 2046 notes will bear interest from November 5, 2015 at 4.25% per annum, payable semiannually on each March 15 and September 15,
commencing on March 15, 2016, to holders of record on the 15th day prior to the interest payment date.
We will issue the 2025 notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof and the 2046 notes in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

S-6
Table of Contents
Each series of senior notes will be redeemable at our option, in whole or in part, at any time as described below under "Optional Redemption
for Senior Notes Optional Redemption for 2025 Notes" and "Optional Redemption for Senior Notes Optional Redemption for 2046 Notes."
Interest on the senior notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any payment date falls on
a day that is not a business day, the payment will be made on the next business day, but we will consider that payment as being made on the date
that the payment was due to you. In that event, no interest will accrue on the amount payable for the period from and after such payment date to
such next business day.
We will issue the senior notes in the form of one or more global securities, which will be deposited with, or on behalf of, The Depository
Trust Company, or DTC, and registered in the name of DTC's nominee. Information regarding DTC's book-entry system is set forth below under
"Book-Entry System; Global Notes."
Ranking
The senior notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all our other existing and future
unsecured and unsubordinated obligations. The senior notes will be effectively subordinated to all our secured debt. As of September 30, 2015, we
had approximately $14.0 billion of notes outstanding under the indenture for senior notes. The indenture contains no restrictions on the amount of
additional indebtedness that may be incurred by us.
As of September 30, 2015, we did not have any outstanding secured debt for borrowed money.
Optional Redemption for Senior Notes
Optional Redemption for 2025 Notes
At any time prior to March 15, 2025 (the date that is three months prior to the maturity date), we may, at our option, redeem the 2025 notes
in whole or in part at a redemption price equal to the greater of:

· 100% of the principal amount of the 2025 notes to be redeemed; or

· as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on
the 2025 notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) calculated as if the

maturity date of the 2025 notes was March 15, 2025 (the date that is three months prior to the maturity date), discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate plus 20 basis points,
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
At any time on or after March 15, 2025 (the date that is three months prior to the maturity date), we may redeem the 2025 notes, in whole or
in part, at 100% of the principal amount of the 2025 notes being redeemed plus accrued and unpaid interest to, but not including, the redemption
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date.
As used in this section "Optional Redemption for 2025 Notes," the following terms shall have the following meanings:
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity 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 the redemption date.
"Business Day" means any day that is not a day on which banking institutions in New York City are authorized or required by law or
regulation to close.

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"Comparable Treasury Issue" means the United States Treasury security selected by the applicable Quotation Agent as having a maturity
comparable to the remaining term of the 2025 notes to be redeemed that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2025 notes to be redeemed
"Comparable Treasury Price" means, with respect to any redemption date:

· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the

Reference Treasury Dealer Quotations; or

· if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so

received.
"Quotation Agent" means the Reference Treasury Dealer appointed by us for the 2025 notes.
"Reference Treasury Dealer" means (1) each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Mizuho Securities USA Inc.
and their respective successors, unless any of them ceases to be a primary dealer in certain U.S. government securities ("Primary Treasury
Dealer"), in which case we shall substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by us.
"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 by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption
date.
Optional Redemption for 2046 Notes
At any time prior to September 15, 2045 (the date that is six months prior to the maturity date), we may, at our option, redeem the
2046 notes in whole or in part at a redemption price equal to the greater of:

· 100% of the principal amount of the 2046 notes to be redeemed; or

· as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on
the 2046 notes to be redeemed (not including any portion of payments of interest accrued as of the redemption date) calculated as if the

maturity date of the 2046 notes was September 15, 2045 (the date that is six months prior to the maturity date), discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate plus 25 basis points,
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
At any time on or after September 15, 2045 (the date that is six months prior to the maturity date), we may redeem the 2046 notes, in whole
or in part, at 100% of the principal amount of the 2046 notes being redeemed plus accrued and unpaid interest to, but not including, the redemption
date.
As used in this section "Optional Redemption for 2046 Notes," the following terms shall have the following meanings:
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity 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 the redemption date.
"Business Day" means any day that is not a day on which banking institutions in New York City are authorized or required by law or
regulation to close.

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"Comparable Treasury Issue" means the United States Treasury security selected by the applicable Quotation Agent as having a maturity
comparable to the remaining term of the 2046 notes to be redeemed that would be used, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2046 notes to be
redeemed.
"Comparable Treasury Price" means, with respect to any redemption date:

· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the

Reference Treasury Dealer Quotations; or

· if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so

received.
"Quotation Agent" means the Reference Treasury Dealer appointed by us for the 2046 notes.
"Reference Treasury Dealer" means (1) each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., RBC Capital
Markets, LLC and Wells Fargo Securities, LLC and their respective successors, unless any of them ceases to be a primary dealer in certain
U.S. government securities ("Primary Treasury Dealer"), in which case we shall substitute another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by us.
"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 by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption
date.
General Senior Note Optional Redemption Terms
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 10 days but not more than 60 days before the redemption date to each registered holder of the
senior notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the senior notes or
portions of the senior notes called for redemption.
If we redeem only some of the senior notes, DTC's practice is to choose by lot the amount to be redeemed from the senior notes held by each
of its participating institutions. DTC will give notice to these participants, and these participants will give notice to any "street name" holders of
any indirect interests in the senior notes to be redeemed according to arrangements among them. These notices may be subject to statutory or
regulatory requirements. We will not be responsible for giving notice of a redemption of the senior notes to be redeemed to anyone other than the
registered holders of the senior notes to be redeemed, which is currently DTC. If senior notes to be redeemed are no longer held through DTC and
fewer than all the senior notes are to be redeemed, selection of senior notes for redemption will be made by the trustee in any manner the trustee
deems fair and appropriate.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), we or our affiliates may,
at any time and from time to time, purchase outstanding senior notes by tender, in the open market or by private agreement.
No Sinking Fund
There is no provision for a sinking fund for either the 2025 notes or the 2046 notes.

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Covenants
The indenture restricts us and any of our subsidiaries which are "significant subsidiaries" from incurring or assuming secured debt or entering
into sale and leaseback transactions, except in certain circumstances. The accompanying prospectus describes this covenant (see "Description of the
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Senior Notes--Restrictions on Liens and Sale and Leaseback Transactions" in the accompanying prospectus) and other covenants contained in the
indenture in greater detail and should be read prior to investing.
Book-Entry System; Global Notes
The senior notes of each series will initially be issued in the form of one or more global notes. Each series of the senior notes will be issued
as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered security certificate will be issued for each of the 2025 notes and the 2046 notes in the
aggregate principal amount of such series, and will be deposited with DTC or the trustee on behalf of DTC and registered in the name of DTC or its
nominee. If, however, the aggregate principal amount of either the 2025 notes or the 2046 notes exceeds $500 million, one certificate will be issued
with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of
senior notes of such series. Investors may hold their beneficial interests in a global note directly through DTC or indirectly through organizations
which are participants in the DTC system.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain United States federal income tax consequences of the acquisition, ownership and disposition of the
senior notes as of the date hereof. This summary is based on the Internal Revenue Code of 1986, as amended, as well as final, temporary and
proposed Treasury regulations and administrative and judicial decisions. Legislative, judicial and administrative changes may occur, possibly with
retroactive effect, that could affect the accuracy of the statements described herein. This summary generally is addressed only to original
purchasers of the senior notes that purchase the senior notes at the initial offering price, deals only with senior notes held as capital assets and does
not purport to address all United States federal income tax matters that may be relevant to investors in special tax situations, such as insurance
companies, tax-exempt organizations, financial institutions, dealers in securities or currencies, traders in securities that elect to mark to market,
holders of senior notes that are held as a hedge or as part of a hedging, straddle or conversion transaction, certain former citizens or residents of the
United States, or United States holders (as defined below) whose functional currency is not the United States dollar. Persons considering the
purchase of the senior notes should consult their own tax advisors concerning the application of United States federal income tax laws, as
well as the laws of any state, local or foreign taxing jurisdictions, to their particular situations.
If a partnership (including an entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of a senior
note, the treatment of such partnership, or a partner in the partnership, will generally depend upon the status of the partner and upon the activities of
the partnership. A beneficial owner of a senior note that is a partnership, and partners in such a partnership, should consult their tax advisors about
the United States federal income tax consequences of holding and disposing of the senior notes.
We intend to treat the 2025 notes as being issued in a "qualified reopening" for United States federal income tax purposes. Consequently, we
intend to treat the 2025 notes as part of the same issue for United States federal income tax purposes as the 3.50% Senior Notes due June 15, 2025.
The aggregate price paid for the 2025 notes will include pre-issuance accrued interest from June 12, 2015. Such pre-issuance accrued interest will
be included in the first interest payment that will be made on December 15, 2015 to the holders of the 2025 notes. We will exclude the pre-
issuance accrued interest in determining the issue price of the 2025 notes and, in accordance with this treatment, holders of the 2025 notes will be
required to treat a corresponding portion of the interest payable on the first interest payment date as a non-taxable return of the excluded pre-
issuance accrued interest, rather than as an amount payable on the 2025 notes.
United States Holders
This section describes the tax consequences to a United States holder. A "United States holder" is a beneficial owner of a senior note that is
(i) a citizen or resident of the United States, (ii) a corporation (including an entity treated as a corporation for United States federal income tax
purposes) created or organized in the United States or any state (including the District of Columbia), (iii) an estate whose income is subject to
United States federal income tax on a net income basis in respect of the senior note, or (iv) a trust if a United States court can exercise primary
supervision over the trust's administration and one or more United States persons are authorized to control all substantial decisions of the trust (or
certain trusts that have made a valid election to be treated as a United States person).
If you are not a United States holder, this section does not apply to you. See "Non-United States Holders" below.
Payment of Interest
The senior notes will not be issued with more than a de minimis amount of original issue discount for United States federal income tax
purposes. Interest on a senior note will therefore be taxable to a United States holder as ordinary interest income at the time it accrues or is
received, in accordance with the United States holder's method of accounting for United States federal income tax purposes.

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