OFFER TO PURCHASE FOR CASH

The Outstanding Bonds Listed in the Table Below
for an Aggregate Purchase Price up to $1,000,000,000
Subject to the Priorities Set Forth Herein

The Tender Offers (as defined herein) will expire at 5:00 P.M., New York City time, on July 31, 2026, or any other date and time to which we extend such Tender Offers (such date and time, as it may be extended, the “Expiration Date”), unless earlier terminated. You must validly tender your Bonds (as defined herein) at or prior to the Expiration Date to be eligible to receive the applicable Tender Offer Consideration (as defined herein) for such Bonds. You must validly tender and not validly withdraw your Bonds at or prior to the Expiration Date to be eligible to receive the Tender Offer Consideration for such Bonds. The Tender Offer Consideration will be payable in cash. Tendered Bonds may be validly withdrawn at or prior to, but not after, 5:00 p.m., New York City time, on July 31, 2026 (such date and time, as it may be extended, the “Withdrawal Deadline”). The Tender Offers are subject to the satisfaction or waiver of certain conditions as set forth under the heading “The Terms of the Tender Offers—Conditions to the Tender Offers,” including the Financing Condition (as defined herein) and General Conditions (as defined herein).

Title of Bonds

CUSIP Numbers

Aggregate Principal Amount Outstanding

Acceptance Priority Level


3.30% Senior Notes due December 1, 2027


694308 HW0 (SEC Registered)
694308 HV2 (144A)


$1,150,000,000


1


2.10% First Mortgage Bonds due August 1, 2027


694308 JF5


$1,000,000,000


2

To view copies of the Tender Offer document(s) please click on the link(s) below:

Offer to Purchase


If a Holder has questions about the Tender Offers or the procedures for tendering Bonds, the Holder should contact the Lead Dealer Managers or the Information Agent at one of their telephone numbers set forth below. If a Holder would like additional copies of this Offer to Purchase or the documents incorporated herein by reference, the Holder should call the Information Agent at one of its telephone numbers set forth below.

The Information and Tender Agent for the Offer is:

D.F. KING & CO., INC.

D. F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, New York 10005
Call Toll-Free: (212) 931-0857
Banks and Brokers Only: (800) 515-4479
Email: pgecorp@dfking.com

The Lead Dealer Managers for the Tender Offers are:

J.P. Morgan Securities LLC

J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Attention: Liability Management Group
Toll-Free: +1 (866) 834 4666
Collect: +1 (212) 834 4818

Barclays Capital Inc.

Barclays Capital Inc.
745 Seventh Avenue, 5th Floor
New York, New York 10019
Attention: Liability Management Group
Collect: +1 (212) 528 7581
Toll-Free: +1 (800) 438 3242
Email: us.lm@barclays.com