Obligation Sembra 1.625% ( US816851AZ24 ) en USD

Sembra

100 % ⇌

Etas-Unis

US816851AZ24 ( en USD )

1.625% par an ( paiement semestriel )

06/10/2019 - Obligation échue

Prospectus brochure de l'obligation Sempra US816851AZ24 en USD 1.625%, échue

1 000 USD

500 000 000 USD

816851AZ2

N/A

Sempra est une entreprise énergétique américaine intégrée verticalement, opérant dans le secteur du gaz naturel et de l'électricité, avec des activités de production, de transport, de stockage et de distribution d'énergie.

L'obligation Sempra (US816851AZ24, CUSIP 816851AZ2) émise aux États-Unis, d'une valeur nominale de 500 000 000 USD, avec un coupon de 1,625 % payable deux fois par an, et négociée par tranche de 1 000 USD minimum, est arrivée à échéance le 06/10/2019 et a été intégralement remboursée à 100 % de sa valeur nominale.

424B2
424B2 1 d236621d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-198572
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Securities to be Registered

Registered

Price Per Note

Offering Price

Registration Fee(1)
1.625% Notes due 2019

$500,000,000

99.898%

$499,490,000

$57,890.90

(1)
Calculated in accordance with Rule 457(r) and Rule 456(b) under the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 4, 2014)

$500,000,000 1.625% Notes due 2019

We are offering $500,000,000 aggregate principal amount of our 1.625% Notes due 2019 (the "notes").
The notes will bear interest at the rate of 1.625% per year and mature on October 7, 2019. Interest on the notes will accrue from October 7,
2016 and will be payable semi-annually in arrears on April 7 and October 7 of each year, beginning on April 7, 2017.
At our option, we may redeem some or all of the notes at any time at the applicable redemption price described in this prospectus
supplement. The notes will be our unsecured and unsubordinated obligations and will rank on a parity in right of payment with all of our other
unsecured and unsubordinated indebtedness and guarantees.

Investing in the notes involves risks. See the "Risk Factors" section on page S-5 of this prospectus
supplement.

Per Note

Total

Public Offering Price (1)

99.898%
$499,490,000
Underwriting Discount

0.450%
$
2,250,000
Proceeds to Sempra Energy (before expenses) (1)

99.448%
$497,240,000

(1)
Plus accrued interest from October 7, 2016 if settlement occurs after that date.
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.
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We expect the notes will be ready for delivery through The Depository Trust Company on or about October 7, 2016.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
Mizuho Securities
Co-Managers

BBVA
Deutsche Bank Securities

HSBC
Morgan Stanley
SMBC Nikko

October 4, 2016
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the
notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in
the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which
does not apply to the notes. If the description of the notes or the offering of the notes varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus issued by us. We have not, and the underwriters have not, authorized anyone to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
offering to sell the notes and seeking offers to buy the notes only in jurisdictions where offers and sales are permitted. You should assume
that the information contained in this prospectus supplement, the accompanying prospectus and any such free writing prospectus is
accurate only as of their respective dates and the information contained in documents incorporated by reference is accurate only as of the
respective dates of those documents, in each case regardless of the time of delivery of this prospectus supplement or the accompanying
prospectus or any such free writing prospectus or any sale of the notes. Our business, financial condition, results of operations and
prospects may have changed since those dates.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Forward-Looking Statements
S-1
Summary Information
S-3
Risk Factors
S-5
Use of Proceeds
S-5
Description of the Notes
S-6
Material United States Federal Tax Considerations
S-10
Underwriting (Conflicts of Interest)
S-15
Legal Matters
S-20
Experts
S-20
PROSPECTUS

About This Prospectus

1
Where You Can Find More Information

2
Sempra Energy

4
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

7
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Description of Common Stock

8
Description of Debt Securities

9
Plan of Distribution

20
Legal Matters

21
Experts

21
The distribution of this prospectus supplement, the accompanying prospectus and any related free writing prospectus filed with the
Securities and Exchange Commission (the "SEC") and the offering of the notes in certain jurisdictions may be restricted by law. Persons
into whose possession this prospectus supplement, the accompanying prospectus and any such free writing prospectus come should inform

S-i
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themselves about and observe any such restrictions. This prospectus supplement, the accompanying prospectus and any such free writing
prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to
whom it is unlawful to make such offer or solicitation. See "Underwriting (Conflicts of Interest)."
This prospectus supplement and the accompanying prospectus are not prospectuses for the purpose of the Prospectus Directive as
implemented in Member States of the European Economic Area (the "EEA"). Neither we nor the underwriters have authorized, nor do we
or they authorize, the making of any offer of the notes through any financial intermediary, other than offers made by underwriters which
constitute the final placement of the notes contemplated in this prospectus supplement and the accompanying prospectus.
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the
issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person
for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Financial Promotion Order")), or within Article 49(2)(a) to (d) of the Financial Promotion Order,
or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being
referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only available to, and any investment or
investment activity to which this prospectus supplement and the accompanying prospectus relate will be engaged in only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement or the
accompanying prospectus or any of their contents.

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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents they incorporate by reference contain, and any related free
writing prospectus issued by us may contain, statements that are not historical fact and constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are necessarily based upon assumptions with respect to the
future, involve risks and uncertainties, and are not guarantees of performance. These forward-looking statements represent our estimates and
assumptions only as of the respective dates of the documents in which such forward-looking statements appear. We assume no obligation to update
or revise any forward-looking statement as a result of new information, future events or other factors.
When we use words such as "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," "contemplates," "intends,"
"assumes," "depends," "should," "could," "would," "will," "confident," "may," "potential," "possible," "proposed," "target," "pursue," "goals,"
"outlook," "maintain," or similar expressions, or when we discuss our guidance, strategy, plans, goals, opportunities, projections, initiatives,
objectives or intentions, we are making forward-looking statements.
Factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking
statements include:
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·
local, regional, national and international economic, competitive, political, legislative, legal and regulatory conditions, decisions and

developments;

·
actions and the timing of actions, including general rate case decisions, new regulations, issuances of permits to construct, operate, and
maintain facilities and equipment and to use land, franchise agreements and licenses for operation, by the California Public Utilities
Commission, California State Legislature, U.S. Department of Energy, California Division of Oil, Gas, and Geothermal Resources,

Federal Energy Regulatory Commission, Nuclear Regulatory Commission, California Energy Commission, U.S. Environmental
Protection Agency, Pipeline and Hazardous Materials Safety Administration, California Air Resources Board, South Coast Air Quality
Management District, Los Angeles County Department of Public Health, Mexican Competition Commission, states, cities and counties,
and other regulatory and governmental bodies in the countries in which we operate;

·
the timing and success of business development efforts and construction, maintenance and capital projects, including risks in obtaining,

maintaining or extending permits, licenses, certificates and other authorizations on a timely basis, risks in obtaining the consent of our
partners, and risks in obtaining adequate and competitive financing for such projects;

·
the resolution of civil and criminal litigation and regulatory investigations;

·
deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers,

and delays in, or disallowance or denial of, regulatory agency authorization to recover costs in rates from customers;

·
the availability of electric power, natural gas and liquefied natural gas, and natural gas pipeline and storage capacity, including

disruptions caused by failures in the North American transmission grid, moratoriums on the ability to withdraw natural gas from or
inject natural gas into storage facilities, pipeline explosions and equipment failures;

·
energy markets; the timing and extent of changes and volatility in commodity prices; and the impact on the value of our natural gas

storage and related assets and our investments from low natural gas prices, low volatility of natural gas prices and the inability to
procure favorable long-term contracts for natural gas storage services;

·
risks posed by decisions and actions of third parties who control the operations of investments in which we do not have a controlling

interest, and risks that our partners or counterparties will be unable (due to liquidity issues, bankruptcy or otherwise) or unwilling to
fulfill their contractual commitments;

S-1
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·
weather conditions, natural disasters, catastrophic accidents, equipment failures, terrorist attacks and other events that may disrupt our
operations, damage our facilities and systems, cause the release of greenhouse gases, radioactive materials and harmful emissions, and

subject us to third-party liability for property damage or personal injuries, fines and penalties, some of which may not be covered by
insurance (including costs in excess of applicable policy limits) or may be disputed by insurers;

·
cybersecurity threats to the energy grid, natural gas storage and pipeline infrastructure, the information and systems used to operate our

businesses and the confidentiality of our proprietary information and the personal information of our customers and employees;

·
failure to obtain regulatory approval for projects required to enhance safety and reliability;

·
the ability to win competitively bid infrastructure projects against a number of strong competitors willing to aggressively bid for these

projects;

·
capital markets conditions, including the availability of credit and the liquidity of our investments, and inflation, interest and currency

exchange rates;

·
disallowance of regulatory assets associated with, or decommissioning costs of, the San Onofre Nuclear Generating Station facility due

to increased regulatory oversight, including motions to modify settlements;

·
expropriation of assets by foreign governments and title and other property disputes;

·
the impact on reliability of San Diego Gas & Electric Company's (SDG&E) electric transmission and distribution system due to

increased amount and variability of power supply from renewable energy sources and increased reliance on natural gas and natural gas
transmission systems;

·
the impact on competitive customer rates of the growth in distributed and local power generation and the corresponding decrease in

demand for power delivered through SDG&E's electric transmission and distribution system;

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·
the inability or determination not to enter into long-term supply and sales agreements or long-term firm capacity agreements due to

insufficient market interest, unattractive pricing or other factors; and

·
other uncertainties, all of which are difficult to predict and many of which are beyond our control.
Investing in the notes involves risk. You should review and consider carefully the risks, uncertainties and other factors that affect our
business as described herein and in the "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections and other sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, which are incorporated by reference in this prospectus
supplement and the accompanying prospectus. These risks, uncertainties and other factors could cause you to suffer a loss of all or part of your
investment in the notes. Before making an investment decision, you should carefully consider these factors and risks as well as other information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and any related free writing prospectus
issued by us. Risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations,
financial results and the value of the notes.
We caution you not to rely unduly on any forward-looking statements. You should review and consider carefully the risks, uncertainties and
other factors that affect our business as described herein and in our reports and other documents on file with the SEC, that are incorporated by
reference into this prospectus supplement and the accompanying prospectus. You may obtain copies of these reports and documents as described
under "Where You Can Find More Information" in the accompanying prospectus.

S-2
Table of Contents
SUMMARY INFORMATION
The following information supplements, and should be read together with, the information contained in the accompanying prospectus
and the documents incorporated by reference therein. You should carefully read this prospectus supplement and the accompanying prospectus,
as well as the documents they incorporate by reference and any related free writing prospectus issued by us, before making an investment
decision. Unless we state otherwise or the context otherwise requires, references appearing in this prospectus supplement to "we," "us" and
"our" should be read to refer to Sempra Energy and its subsidiaries.
Sempra Energy
Sempra Energy is a Fortune 500 energy-services holding company whose operating units invest in, develop and operate energy
infrastructure, and provide gas and electricity services to their customers in North and South America. Our operations are divided principally
between our California utilities, which are San Diego Gas & Electric Company and Southern California Gas Company, and Sempra
International and Sempra U.S. Gas & Power.
Our California utility subsidiaries, Southern California Gas Company and San Diego Gas & Electric Company, serve a population of
approximately 25 million. Natural gas service is provided throughout Southern California and portions of Central California through
approximately 6.8 million meters. Electric service is provided throughout San Diego County and an adjacent portion of Orange County, both
in Southern California, through approximately 1.4 million meters.
Our principal executive offices are located at 488 8th Avenue, San Diego, California 92101 and our telephone number is (619) 696-
2000.

S-3
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The Offering
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Issuer
Sempra Energy.

Amount of Notes Offered
$500,000,000 aggregate principal amount of 1.625% Notes due 2019 (the "notes").

Maturity
October 7, 2019.

Interest Rate
1.625% per annum, accruing from October 7, 2016.

Interest Payment Dates
April 7 and October 7 of each year, beginning April 7, 2017.

Ranking
The notes are our unsecured and unsubordinated obligations and will rank on a parity in
right of payment with all of our other unsecured and unsubordinated indebtedness and
guarantees. The notes will rank senior to all of our existing and future indebtedness, if
any, that is subordinated to the notes. The notes will be effectively subordinated to any
secured indebtedness we have or may incur (to the extent of the collateral securing such
secured indebtedness) and will also be effectively subordinated to all indebtedness and
other liabilities of our subsidiaries.

Optional Redemption
At our option, we may redeem some or all of the notes at any time at the applicable
redemption price described in this prospectus supplement. See "Description of the Notes
--Optional Redemption."

Covenants
The notes and the related indenture do not contain any financial or other similar
restrictive covenants. However, we will be subject to the covenant described under the
caption "Description of Debt Securities--Consolidation, Merger and Conveyance of
Assets as an Entirety; No Financial Covenants" in the accompanying prospectus.

Use of Proceeds
The net proceeds from the sale of the notes will be approximately $497.2 million (after
deducting the underwriting discount but before deducting our estimated offering
expenses), and will become part of our general treasury funds. We intend to use the net
proceeds to repay outstanding commercial paper.
As used on this page, references to "we," "us" and "our" mean Sempra Energy excluding its subsidiaries.

S-4
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RISK FACTORS
Investment in the notes involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual
Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC subsequent to our most
recently completed fiscal year and all other information contained or incorporated by reference into this prospectus supplement and the
accompanying prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended, before acquiring any of
such notes. The occurrence of any of these risks might cause you to lose all or part of your investment in the notes. See also "Forward-Looking
Statements."
USE OF PROCEEDS
The net proceeds from the sale of the notes will be approximately $497.2 million (after deducting the underwriting discount but before
deducting our estimated offering expenses), and will become part of our general treasury funds. We intend to use the net proceeds to repay
outstanding commercial paper, which bears interest at rates less than 1.12% per annum and matures within the next six days. We estimate that our
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expenses for this offering, excluding the underwriting discount, will be approximately $500,000.
As described above, the net proceeds from this offering will be used to repay outstanding commercial paper. One or more of the underwriters
participating in this offering and/or their affiliates may hold positions in our commercial paper and certain of the underwriters act as dealers under
our commercial paper programs. To the extent that net proceeds from this offering are applied to repay our commercial paper held by any of the
underwriters or their affiliates, they will receive proceeds of this offering through the repayment of that commercial paper. If 5% or more of the net
proceeds of this offering (not including the underwriting discount) is used to repay our outstanding commercial paper held by at least one of the
underwriters or their affiliates, this offering will be conducted in accordance with FINRA Rule 5121. In such event, such underwriter or
underwriters will not confirm sales of the notes to accounts over which they exercise discretionary authority without the prior written approval of
the customer. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

S-5
Table of Contents
DESCRIPTION OF THE NOTES
The notes will be a series of our senior debt securities issued under an indenture between Sempra Energy, as issuer, and U.S. Bank National
Association, as trustee. In this section and under the caption "Description of Debt Securities" in the accompanying prospectus, references to
"Sempra Energy," "we," "our," "us" and "the Company" mean Sempra Energy excluding its subsidiaries, unless otherwise expressly stated or the
context otherwise requires.
The summary of selected provisions of the notes and the indenture appearing below supplements, and to the extent inconsistent supersedes
and replaces, the description of the general terms and provisions of the senior debt securities and the indenture contained in the accompanying
prospectus. This summary is not complete and is qualified by reference to provisions of the notes and the indenture. Forms of the notes and the
indenture have been or will be filed with the SEC and you may obtain copies as described under "Where You Can Find More Information" in the
accompanying prospectus.
Interest Rate and Maturity
The notes will bear interest at the rate of 1.625% per year computed on the basis of a 360-day year of twelve 30-day months. Interest on the
notes will accrue from October 7, 2016 and will be payable semi-annually in arrears on April 7 and October 7 of each year, beginning on April
7, 2017, to the holders of record at the close of business on the immediately preceding March 23 and September 23, respectively.
The notes will mature on October 7, 2019. The notes are subject to earlier redemption at our option as described under "--Optional
Redemption."
If any interest payment date, redemption date or the maturity date of the notes is not a business day at any place of payment, then payment of
the principal, premium, if any, and interest may be made on the next business day at that place of payment. In that case, no interest will accrue on
the amount payable for the period from and after the applicable interest payment date, redemption date or maturity date, as the case may be.
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank on a parity in right of payment with all of our other unsecured
and unsubordinated indebtedness and guarantees. The notes will rank senior to all of our existing and future indebtedness, if any, that is
subordinated to the notes. The notes will be effectively subordinated to any secured indebtedness we have or may incur (to the extent of the
collateral securing that indebtedness). The notes are our obligations exclusively, and are not the obligations of any of our subsidiaries. Because we
conduct our operations primarily through our subsidiaries and substantially all of our consolidated assets are held by our subsidiaries, the notes will
be effectively subordinated to all existing and future indebtedness and other liabilities of our subsidiaries. At June 30, 2016, our subsidiaries had
total liabilities of approximately $24 billion to non-affiliated third parties. In addition, at June 30, 2016, our subsidiaries had approximately
$267 million of liabilities owed to us. See "Description of Debt Securities--Holding Company Structure" in the accompanying prospectus.
Optional Redemption
We will be entitled to redeem the notes at our option as described below.
We may at our option redeem the notes, at any time in whole or from time to time in part, at a redemption price for any redemption date
equal to the greater of the following amounts:

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·
100% of the principal amount of the notes being redeemed on that redemption date; or

·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed on that

redemption date (not including any portion of any payments of interest

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accrued to the redemption date), discounted to that redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined

below) plus 15 basis points, as determined by the Independent Investment Banker (as defined below),
plus, in each case, accrued and unpaid interest on the notes to be redeemed to the redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on any interest payment date falling on or prior
to a redemption date for the notes will be payable on that interest payment date to the registered holders thereof as of the close of business on the
relevant record date according to the terms of the notes and the indenture. The redemption price will, if applicable, be calculated on the basis of a
360-day year consisting of twelve 30-day months.
"Adjusted Treasury Rate" means, with respect to any redemption date for the notes, the rate per annum equal to the semi-annual 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 such redemption date.
"Comparable Treasury Issue" means, with respect to any redemption date for the notes, the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed on such redemption date 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
comparable maturity to the remaining term of the notes.
"Comparable Treasury Price" means, with respect to any redemption date for the notes, (A) the average of the Reference Treasury Dealer
Quotations for such redemption date or (B) if only one Reference Treasury Dealer Quotation is received, such quotation.
"Independent Investment Banker" means, with respect to any redemption date for the notes, one of the Reference Treasury Dealers appointed
by us to act as the "Independent Investment Banker."
"Reference Treasury Dealers" mean, with respect to any redemption date for the notes, (A) Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Mizuho Securities USA Inc. (or their respective affiliates which are Primary Treasury Dealers (as defined
below)), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in the United States (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary
Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date for the notes, 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 such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such
redemption date. As used in the preceding sentence, "business day" means any day (other than a Saturday or Sunday) on which banking institutions
in The City of New York are not authorized or obligated by law or executive order to remain closed.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of the
notes to be redeemed. Once notice of redemption is mailed, the notes called for redemption will become due and payable on the redemption date at
the applicable redemption price, plus accrued and unpaid interest to the redemption date, and will be paid upon surrender thereof for redemption. If
only part of a note is redeemed, the trustee will deliver a new note in a principal amount equal to the unredeemed portion of the principal of the
note surrendered for redemption. If we elect to redeem all or a portion of the notes, that redemption will not be conditional upon receipt by the
paying agent or the trustee of monies sufficient to pay the redemption price.

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Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions
thereof called for redemption.
Events of Default
An "event of default" occurs with respect to the notes if:

(a)
we do not pay any interest on any note within 30 days of the due date;

(b)
we do not pay any principal of or premium, if any, on any note on the due date;

(c)
we remain in breach of any other covenant or warranty (excluding covenants and warranties solely applicable to another series of debt
securities issued under the indenture) in the indenture or the notes for 60 days after we are given a written notice of default specifying

such breach and requiring remedy of the breach; the notice must be sent by either the trustee or registered holders of at least 25% of the
principal amount of the outstanding notes; or

(d)
we file for bankruptcy or other specified events in bankruptcy, insolvency, receivership or reorganization of us occur.
No event of default with respect to the notes necessarily constitutes an event of default with respect to the debt securities of any other series
issued under the indenture.
The terms of approximately $2.35 billion aggregate principal amount of outstanding senior debt securities that we previously issued under the
indenture (the "prior debt securities") include a so-called "cross-default" event of default, which would occur, in general, upon our failure to pay
when due, or the acceleration of, certain threshold amounts of our debt. Of such $2.35 billion of prior debt securities with a "cross default" event
of default, $1.75 billion has a threshold amount of at least $25 million and $600 million has a threshold amount of at least $100 million. The notes
offered hereby do not include a cross-default event of default. Accordingly, the principal of and interest on the prior debt securities may be
declared due and payable immediately upon the occurrence of a cross-default event of default, while the holders of the notes will not be entitled to
accelerate the notes as a result of such event.
Other
The notes will not be subject to a sinking fund or entitled to any guarantees and you will not be permitted to require us to redeem or
repurchase the notes at your option.
We will pay principal of and premium, if any, on the notes at stated maturity, upon redemption or otherwise, upon presentation of the notes at
the office of the trustee, as our paying agent. In our discretion, we may appoint one or more additional paying agents and security registrars and
designate one or more additional places for payment and for registration of transfer, but we must at all times maintain a place of payment of the
notes and a place for registration of transfer of the notes in the Borough of Manhattan, The City of New York.
We may, from time to time, without notice to or the consent of the holders of the notes, increase the principal amount of the notes under the
indenture and issue such increased principal amount (or any portion thereof), in which case any additional notes so issued shall have the same form
and terms (other than offering price, the date of issuance and, under certain circumstances, the date from which interest thereon shall begin to
accrue and the first interest payment date), and shall carry the same right to receive accrued and unpaid interest, as the notes previously issued and
such additional notes shall form a single series with the notes offered by this prospectus supplement, provided that such additional notes shall be
fungible with the notes offered by this prospectus supplement for United States federal income tax purposes.
The notes initially will be issued in book-entry form and represented by one or more global securities deposited with, or on behalf of, The
Depository Trust Company, as Depositary, and registered in the name of Cede & Co., its nominee. This means that you will not be entitled to
receive a certificate for the notes that you

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purchase except in limited circumstances set forth in the indenture. The notes will be issued only in fully registered form without coupons, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. We expect that payments due on notes in book-entry form will be paid
by wire transfer of funds to the Depositary or its nominee.

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MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a summary of certain material United States federal income tax considerations relating to the purchase, ownership and
disposition of the notes, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is
based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder,
administrative rulings and judicial decisions, each as of the date hereof. These authorities may be changed, perhaps retroactively, so as to result in
United States federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue
Service (the "IRS") or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there
can be no assurance that the IRS will agree with such statements and conclusions.
This summary is limited to holders who purchase the notes upon their initial issuance at their initial issue price (which will equal the first
price at which a substantial amount of notes is sold to the public for cash) and who hold the notes as capital assets (generally, property held for
investment). This summary does not address United States federal tax laws other than income tax laws, and it does not address tax considerations
arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address all tax considerations that may be
applicable to a holder's particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

·
holders subject to the alternative minimum tax;

·
banks, insurance companies or other financial institutions;

·
tax-exempt organizations;

·
regulated investment companies or real estate investment trusts;

·
dealers in securities or commodities;

·
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

·
foreign persons or entities (except to the extent specifically set forth below);

·
S-corporations, partnerships or other pass-through entities;

·
expatriates and certain former citizens or long-term residents of the United States;

·
"U.S. holders" (as defined below) whose "functional currency" is not the United States dollar;

·
persons who hold the notes as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction

transaction; or

·
persons deemed to sell the notes under the constructive sale provisions of the Code.
If a partnership (or other entity taxable as a partnership for United States federal income tax purposes) holds notes, the tax treatment of a
partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a
partnership holding our notes, you should consult your tax advisor regarding the tax consequences of the purchase, ownership and disposition of the
notes.
THIS SUMMARY OF CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH
RESPECT TO THE APPLICATION OF UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION
AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES ARISING
UNDER OTHER UNITED STATES FEDERAL TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR
OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Consequences to U.S. Holders
The following is a summary of certain material United States federal income tax consequences that will apply to you if you are a U.S. holder
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