Obligation Pacific Power & Light 3.3% ( US694308HS91 ) en USD

Pacific Power & Light

97.288 % ▼

Etats-unis

US694308HS91 ( en USD )

3.3% par an ( paiement semestriel )

15/03/2027

Prospectus brochure de l'obligation Pacific Gas & Electric US694308HS91 en USD 3.3%, échéance 15/03/2027

2 000 USD

400 000 000 USD

694308HS9

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2026 ( Dans 164 jours )

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.

L'instrument financier analysé est une obligation émise par Pacific Gas & Electric (PG&E), une entreprise de services publics majeure basée aux États-Unis, spécifiquement en Californie, qui fournit du gaz naturel et de l'électricité à des millions de clients, opérant dans un cadre réglementé essentiel à l'infrastructure énergétique de la région. Cette obligation, identifiée par son code ISIN US694308HS91 et CUSIP 694308HS9, a été émise aux États-Unis en dollars américains (USD) et se négocie actuellement sur le marché à 97,288% de sa valeur nominale, indiquant une décote par rapport à son pair. Elle offre un taux d'intérêt nominal (coupon) de 3,3% et arrivera à maturité le 15 mars 2027, avec une fréquence de paiement semestrielle (2 paiements par an). La taille totale de l'émission s'élève à 400 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD. En termes de qualité de crédit, cette obligation bénéficie d'une notation "BBB" par l'agence Standard & Poor's (S&P) et "Baa2" par l'agence Moody's, plaçant ainsi cet instrument dans la catégorie d'investissement.

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424B2 1 d355992d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-215427

PROSPECTUS SUPPLEMENT
(To Prospectus dated January 25, 2017)

$600,000,000
$400,000,000 3.30% Senior Notes due March 15, 2027
$200,000,000 4.00% Senior Notes due December 1, 2046

We are offering $400,000,000 principal amount of our 3.30% Senior Notes due March 15, 2027, which we refer to in this prospectus
supplement as our "2027 notes" and an additional $200,000,000 principal amount of our 4.00% Senior Notes due December 1, 2046, which we
refer to in this prospectus supplement as our "2046 notes." The 2027 notes and the 2046 notes are collectively referred to in this prospectus
supplement as the "senior notes."
We will pay interest on our 2027 notes offered hereby on each March 15 and September 15, commencing September 15, 2017. We will pay
interest on our 2046 notes offered hereby on each June 1 and December 1, commencing June 1, 2017. The senior notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The terms of the 2046 notes, other than their issue date and public offering price, will be identical to the terms of the $400,000,000 principal
amount of 4.00% Senior Notes due December 1, 2046 offered and sold by our prospectus supplement dated November 28, 2016 and the
accompanying prospectus. The 2046 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 4.00% Senior Notes due December 1, 2046, including the 2046 notes offered
hereby, will be $600,000,000.
We may redeem either series of 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 2027 Note

Total

Per 2046 Note

Total

Public Offering Price(1)

99.645%
$398,580,000

97.932%
$195,864,000
Underwriting Discounts and Commissions

0.650%
$
2,600,000

0.875%
$
1,750,000
Proceeds to Pacific Gas and Electric Company (before
expenses)(1)

98.995%
$395,980,000

97.057%
$194,114,000
(1) Plus accrued interest, (i) with respect to the 2027 notes, from and including original issuance of the 2027 notes, and (ii) with respect to the 2046
notes, from and including December 1, 2016 to but excluding the delivery date (totaling $2,200,000). Accrued interest on the 2046 notes must
be paid by the purchasers of the 2046 notes, and must be paid by the purchasers of the 2027 notes in the event the 2027 notes are delivered after
March 10, 2017.

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 March 10, 2017 through the book-entry facilities of The Depository Trust Company
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for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.

Joint Book-Running Managers

BNP PARIBAS

Goldman, Sachs & Co.

RBC Capital Markets

Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

TD Securities
Blaylock Beal Van, LLC
MFR Securities, Inc.

March 7, 2017
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-5
Ratio of Earnings to Fixed Charges
S-5
Use of Proceeds
S-5
Capitalization
S-6
Description of the Senior Notes
S-7
Certain United States Federal Income Tax Consequences
S-12
Underwriting
S-16
General Information
S-21
Legal Matters
S-21
Prospectus

About This Prospectus

i
Pacific Gas and Electric Company

1
Risk Factors

1
Forward-Looking Statements

1
Ratio of Earnings to Fixed Charges

5
Use of Proceeds

5
Description of the Senior Notes

6
Plan of Distribution

18
Experts

20
Legal Matters

20
Where You Can Find More Information

20
Certain Documents Incorporated by Reference

20

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

S-i
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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, 2016, 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. These statements are subject to various risks and uncertainties, the realization or
resolution of which may be outside of management's control. 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 timing and outcomes of the Butte fire litigation, and whether our insurance is sufficient to cover our liability resulting therefrom or

whether insurance is otherwise available; and whether additional investigations and proceedings in connection with the Butte fire will
be opened;

· the timing and outcomes of the 2017 general rate case, transmission owner rate case, cost of capital proceeding, and other ratemaking

and regulatory proceedings;

· the terms of probation and the monitorship imposed in the sentencing phase of our federal criminal trial on January 26, 2017, the timing
and outcomes of the debarment proceeding and potential remedial and other measures that could be imposed on us as a result of that
proceeding, the Safety Enforcement Division of the California Public Utilities Commission's ("SED") unresolved enforcement matters

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

· the timing and outcomes of the California Public Utilities Commission's ("CPUC") investigation of 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, or of a
potential settlement, and of the U.S. Attorney's Office in San Francisco and the California Attorney General's office investigations in

connection with communications between our personnel and CPUC officials, whether additional criminal or regulatory investigations or
enforcement actions are commenced with respect to allegedly improper communications, and the extent to which such matters
negatively affect the final decisions to be issued in our ratemaking proceedings;

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· whether we are able to repair the harm to our reputation caused by our conviction in the federal criminal trial, the state and federal

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

· whether we can control our costs within the authorized levels of spending, and successfully implement a streamlined organizational
structure and achieve project savings, 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
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natural gas or other reasons;

· the timing and outcome of the complaint filed by the CPUC and certain other parties with the Federal Energy Regulatory Commission
on February 2, 2017; the complaint requests we provide an open and transparent planning process for our capital transmission projects

that do not go through the California Independent System Operator's Transmission Planning Process in order to allow for participation
and input from interested parties. The planning process that may result from the outcome of the proceeding may impact the scope and
timing of capital transmission projects that we will execute in the future;

· the outcome of the CPUC's investigation into our safety culture, and future legislative or regulatory actions that may be taken to

require us to separate our electric and natural gas businesses, restructure into separate entities, undertake some other corporate
restructuring, or implement corporate governance changes;

· the outcomes of the SED's investigations of potential violations identified through audits, investigations, or self-reports including in

connection with our February 2017 self-report related to our customer service representatives' drug and alcohol testing program;

· the outcome 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, environmental laws and
regulations;

· the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge our known

and unknown remediation obligations; and the extent to which we are able to recover environmental costs in rates or from other
sources;

· the ultimate amount of unrecoverable environmental costs we incur associated with the our natural gas compressor station site located

near Hinkley, California;

· the impact of maintenance costs of our electric transmission facilities;

· 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; the impact of actions taken by state agencies that may affect our ability to
continue operating Diablo Canyon nuclear power plant ("Diablo Canyon"); whether the CPUC approves the joint proposal that will
phase out our Diablo Canyon nuclear units at the expiration of their licenses in 2024 and 2025; whether we obtain the approvals

required to withdraw our NRC application to renew the two Diablo Canyon operating licenses; whether the State Lands Commission
could be required to perform an environmental review of the new lands lease as a result of the World Business Academy's assertion
that the State Lands Commission committed legal error when it determined that the short term lease extension for an existing facility
was exempt from review under the California Environmental Quality Act; and whether we will be able to successfully implement our
retention and retraining and development programs for Diablo Canyon employees, and whether these programs will be recovered in
rates;

S-2
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· whether we are successful in ensuring physical security of our critical assets and whether our information technology, operating
systems and networks, including the advanced metering system infrastructure, customer billing, financial, records management, and
other systems, can continue to function accurately while meeting regulatory requirements; whether we and our third party vendors and
contractors (who host, maintain, modify and update some of our systems) 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, including confidential
proprietary information and the personal information of customers; and whether we can continue to rely on third-party vendors and
contractors that maintain and support some of our information technology and operating systems;

· the impact of droughts or other weather-related conditions or events, wildfires (such as the Butte fire), climate change, natural
disasters, acts of terrorism, war, 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; whether we incur liability to third parties for property damage
or personal injury caused by such events; whether we are subject to civil, criminal, or regulatory penalties in connection with such
events; and whether our insurance coverage is available for these types of claims and sufficient to cover our liability;

· how the CPUC and the California Air Resources Board ("CARB") implement state environmental laws relating to greenhouse gas,
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renewable energy targets, energy efficiency standards, distributed energy resources, electric vehicles, and similar matters, including

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 are able to timely recover our associated investment costs;

· the impact of the Senate Bill 887 directing Division of Oil, Gas and Geothermal Resources and CARB to develop permanent
regulations for gas storage facility operations in California to comply with new safety and reliability measures, as well the impact of the

Pipeline and Hazardous Materials Safety Administration rules effective January 18, 2017 regulating gas storage facilities at the federal
level;

· whether our climate change adaptation strategies are successful;

· 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 we are successful in addressing the impact of growing distributed

and renewable generation resources, changing customer demand for natural gas and electric services, and an increasing number of
customers departing for Community Choice Aggregators;

· 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,
including our renewable energy procurement costs;

· disruptions and delays in nuclear fuel supply and related services by our sole source of nuclear fuel assemblies Westinghouse Electric
Company, LLC ("WEC"), delays in connection with the Diablo Canyon outage and refueling, and adverse changes in contracts with

WEC, as a result of which we could incur additional costs and expenses that could be material and there is no assurance that they would
be recoverable in rates;

· the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection
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;

S-3
Table of Contents

· our ability to access capital markets and other sources of debt and equity 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 impact of the corporate tax reform considered by the new federal administration and 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;

· changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax

credits, as a result of the new federal administration; and

· the impact of changes in GAAP, 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.
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
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statement, whether as a result of new information, future events or otherwise.

S-4
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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.

2016
2015
2014
2013
2012
2.04x

1.67x

2.55x

2.23x

2.24x
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
We estimate that the net proceeds from this offering will be approximately $588.7 million (excluding accrued interest), 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 March 6, 2017, the outstanding commercial paper was
approximately $954 million, the weighted average yield on our outstanding commercial paper was approximately 0.91% per annum and the
weighted average maturity on our outstanding commercial paper was approximately 14 days.

S-5
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of December 31, 2016, 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 fiscal year ended December 31, 2016,
incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in the
accompanying prospectus.

As of December 31, 2016

Actual
As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)

$ 1,516
$
927
Total long-term debt classified as current

$
700
$
700

Capitalization:

Long-term debt(2)

$15,872
$
16,466
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Shareholders' equity(3)

18,395

18,395

Total capitalization

$34,267
$
34,861

(1)
Actual short-term borrowings primarily included commercial paper and a $250 million floating rate note and as adjusted short-term
borrowings gives effect to the use of proceeds of this offering to repay a portion of our outstanding commercial paper.
(2)
Actual long-term debt consisted of $1,108 million of pollution control bonds and $14,764 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.

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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 2027 notes are being offered in the aggregate principal amount of $400,000,000 and will mature on March 15, 2027.
The 2046 notes are being offered in the aggregate principal amount of $200,000,000 and will mature on December 1, 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.
The 2046 notes form a part of the series of our 4.00% Senior Notes due December 1, 2046 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 2046 notes are sold by this prospectus supplement and the
accompanying prospectus. We first issued our 4.00% Senior Notes due December 1, 2046 on December 1, 2016. The 2046 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 4.00% Senior Notes due December 1, 2046, including the 2046 notes offered hereby, will be $600,000,000.
We may, without consent of the holders of senior notes, issue additional notes under the indenture, having the same terms in all respects to
either series of 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 such series.
The 2027 notes will bear interest from March 10, 2017 at 3.30% per annum, payable semiannually on each March 15 and September 15,
commencing on September 15, 2017 to holders of record at the close of business on March 1 and September 1 immediately preceding the interest
payment date.
The 2046 notes offered hereby will bear interest from December 1, 2016 at 4.00% per annum, payable semiannually on each June 1 and
December 1, commencing on June 1, 2017, to holders of record on May 15 and November 15 immediately preceding the interest payment date.
We will issue the senior notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

S-7
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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 2027 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 December 31, 2016, we
had approximately $15.9 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 December 31, 2016, we did not have any outstanding secured debt for borrowed money.
Optional Redemption for Senior Notes
Optional Redemption for 2027 Notes
At any time prior to December 15, 2026 (the date that is three months prior to the maturity date), we may, at our option, redeem the 2027
notes in whole or in part at a redemption price equal to the greater of:

· 100% of the principal amount of the 2027 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 2027 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 2027 notes was December 15, 2026 (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 15 basis points,
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
At any time on or after December 15, 2026 (the date that is three months prior to the maturity date), we may redeem the 2027 notes, in whole
or in part, at 100% of the principal amount of the 2027 notes being redeemed plus accrued and unpaid interest to, but not including, the redemption
date.
As used in this section "Optional Redemption for 2027 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 2027 notes to be redeemed, assuming, for such purpose, that the 2027 notes matured on December 15,
2026 (the date that is three months prior to the maturity date (the "remaining term")), that would be used, at the time of selection and in
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accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of
the 2027 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 2027 notes.
"Reference Treasury Dealer" means (1) each of BNP Paribas Securities Corp., 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.
Optional Redemption for 2046 Notes
At any time prior to June 1, 2046 (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 June 1, 2046 (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 20 basis points,
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
At any time on or after June 1, 2046 (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.

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"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.
"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, assuming, for such purpose, that the 2046 notes matured on June 1, 2046 (the
date that is six months prior to the maturity date (the "remaining term")), 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:

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· 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 Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated 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.
General Senior Note Optional Redemption Terms
The redemption price of the senior notes will be calculated assuming a 360-day year consisting of twelve 30-day months.
We will send notice of any redemption of the senior notes 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 of the senior notes, 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.

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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 for Senior Notes
There is no provision for a sinking fund for the senior notes.
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
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
Each series of senior notes will initially be issued in the form of one or more global notes. Each series of 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 series of senior notes in the aggregate principal amount of
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Document Outline

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