Bond Boeing 3.3% ( US097023BK04 ) in USD

Boeing

100 % ▲

United States

US097023BK04 ( in USD )

3.3% per year ( payment 2 times a year)

28/02/2035

Prospectus brochure of the bond Boeing US097023BK04 en USD 3.3%, maturity 28/02/2035

2 000 USD

250 000 000 USD

097023BK0

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/09/2025 ( In 150 days )

Boeing is an American multinational corporation that designs, manufactures, and sells airplanes, rotorcraft, rockets, satellites, telecommunications equipment, and missiles worldwide.

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BK04, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/02/2035

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BK04, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BK04, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179808
CALCULATION OF REGISTRATION FEE

Amount
Title of Each Class of
to be
Amount of
Securities to be Registered

Registered

Offering Price
Registration Fee(1)
2.500% Senior Notes due 2025

$250,000,000

$243,972,500

$28,349.60
3.300% Senior Notes due 2035

$250,000,000

$242,630,000

$28,193.61
3.500% Senior Notes due 2045

$250,000,000

$240,715,000

$27,971.08

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 29, 2012)

The Boeing Company
$750,000,000
$250,000,000 2.500% Senior Notes due 2025
$250,000,000 3.300% Senior Notes due 2035
$250,000,000 3.500% Senior Notes due 2045
We are offering $250,000,000 aggregate principal amount of our 2.500% senior notes due 2025 (the "2025 notes"), $250,000,000 aggregate
principal amount of our 3.300% senior notes due 2035 (the "2035 notes") and $250,000,000 aggregate principal amount of our 3.500% senior notes due 2045
(the "2045 notes" and, together with the 2025 notes and the 2035 notes, the "notes"). The 2025 notes will mature on March 1, 2025. The
2035 notes will
mature on March 1, 2035. The 2045 notes will mature on March 1, 2045. We will pay interest on the notes on each March 1 and September 1, commencing on
September 1, 2015.
We may redeem the notes prior to maturity, in whole or in part, at the respective redemption prices set forth herein. See "Description of Notes--
Optional Redemption." The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all of our existing and future unsecured
and unsubordinated indebtedness and will rank senior in right of payment to any existing and future indebtedness that is subordinated to the notes.
Investing in the notes involves risks. See the section entitled "Risk Factors" beginning on page S-5 of this prospectus supplement and in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
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.

Per 2025
Per 2035
Per 2045

Note

Total

Note

Total

Note

Total

Price to Public(1)
97.589% $243,972,500 97.052% $242,630,000 96.286% $240,715,000
Underwriting Discounts and Commissions
0.450% $
1,125,000 0.750% $
1,875,000 0.875% $
2,187,500
Proceeds, before expenses, to The Boeing Company
97.139% $242,847,500 96.302% $240,755,000 95.411% $238,527,500

(1) Plus accrued interest from February 20, 2015, if settlement occurs after that date.
We urge you to carefully read this prospectus supplement and the accompanying prospectus, which describe the terms of the offering, before you make your
investment decision.

The underwriters expect to deliver the notes to purchasers in book-entry form only, through the facilities of The Depository Trust Company for the accounts
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of its participants, including Clearstream Banking, société anonyme and the Euroclear Bank, S.A./N.V., against payment on or about February 20, 2015.
Joint Book-Running Managers for the 2025 Notes

J.P. Morgan

Citigroup

Deutsche Bank Securities
BNP PARIBAS

Mizuho Securities

RBS
Joint Book-Running Managers for the 2035 Notes

J.P. Morgan

Credit Suisse

Goldman, Sachs & Co.
RBC Capital Markets

SMBC Nikko

US Bancorp
Joint Book-Running Managers for the 2045 Notes

J.P. Morgan

BofA Merrill Lynch

Morgan Stanley
Barclays

MUFG

Wells Fargo Securities
The date of this prospectus supplement is February 18, 2015.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-8
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-19
LEGAL MATTERS
S-25
PROSPECTUS

ABOUT THIS PROSPECTUS
i
THE BOEING COMPANY
1
RISK FACTORS
2
USE OF PROCEEDS
3
FORWARD-LOOKING STATEMENTS
4
RATIO OF EARNINGS TO FIXED CHARGES
5
DESCRIPTION OF DEBT SECURITIES
6
DESCRIPTION OF CAPITAL STOCK
20
PLAN OF DISTRIBUTION
21
LEGAL MATTERS
22
EXPERTS
22
WHERE YOU CAN FIND MORE INFORMATION
22
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
23
In making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus
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supplement, the accompanying prospectus and any free writing prospectus relating to this offering that we may provide to you. Neither The Boeing
Company nor the underwriters have authorized anyone to provide you with information that is different. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither The Boeing Company nor the underwriters are making an offer of these notes in any
jurisdiction where the offer is not permitted.

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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and
other matters relating to us and our financial condition. The second part is the accompanying prospectus, which gives more general information
about securities we may offer from time to time, some of which may not apply to this offering. This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using the SEC's shelf
registration rules. You should read both this prospectus supplement and the accompanying prospectus, together with additional information
described in the accompanying prospectus in the sections titled "Where You Can Find More Information" and "Incorporation of Certain
Information by Reference."
Any statement made in this prospectus supplement, in the accompanying prospectus or in a document incorporated or deemed to be
incorporated by reference in this prospectus supplement or the accompanying prospectus will be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document
that is also incorporated or deemed to be incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement or the accompanying prospectus. You should not assume that the information in this prospectus supplement, in the
accompanying prospectus and any free writing prospectus is accurate as of any date other than the date on the front of those documents or that the
information incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. The Boeing
Company's business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement and the accompanying prospectus contain information about The Boeing Company and the notes. They also
refer to information contained in other documents that we file with the SEC.
When we refer to "The Boeing Company," "the Company," "we," "us" or "our" in this prospectus supplement, we mean The Boeing
Company and its subsidiaries unless the context otherwise requires.

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FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement or included or incorporated by reference in the accompanying prospectus may be
"forward-looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Words such as "may," "should," "expects," "intends," "projects," "plans," "believes," "estimates,"
"targets," "anticipates" and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based upon
assumptions about future events that may not be accurate. These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted
in these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required
by law. Specific factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, those set
forth below and other important factors disclosed previously and from time-to-time in our other filings with the SEC:

·
general conditions in the economy and our industry, including those due to regulatory changes;

·
our reliance on our commercial airline customers;

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·
the overall health of our aircraft production system, planned production rate increases across multiple commercial airline

programs, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent
performance and reliability standards;

·
changing budget and appropriation levels and acquisition priorities of the U.S. government;

·
our dependence on U.S. government contracts;

·
our reliance on fixed-price contracts;

·
our reliance on cost-type contracts;

·
uncertainties concerning contracts that include in-orbit incentive payments;

·
our dependence on our subcontractors and suppliers, as well as the availability of raw materials;

·
changes in accounting estimates;

·
changes in the competitive landscape in our markets;

·
our non-U.S. operations, including sales to non-U.S. customers;

·
potential adverse developments in new or pending litigation and/or government investigations;

·
customer and aircraft concentration in Boeing Capital's customer financing portfolio;

·
changes in our ability to obtain debt on commercially reasonable terms and at competitive rates in order to fund our

operations and contractual commitments;

·
realizing the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures;

·
the adequacy of our insurance coverage to cover significant risk exposures;

·
potential business disruptions, including those related to physical security threats, information technology or cyber-attacks or

natural disasters;

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·
work stoppages or other labor disruptions;

·
significant changes in discount rates and actual investment return on pension assets;

·
potential environmental liabilities; and

·
threats to the security of our or our customers' information.

S-iv
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SUMMARY
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The following summary is provided solely for your convenience. It is not intended to be complete. You should read carefully this
entire prospectus supplement, the accompanying prospectus and all the information included or incorporated by reference herein or therein,
especially the risks discussed in the section titled "Risk Factors" beginning on page S-5 of this prospectus supplement and in our periodic
reports filed with the SEC.
The Boeing Company
The Boeing Company is one of the world's major aerospace firms and a leading manufacturer of commercial airplanes and defense,
space and security systems. Our products and tailored services include commercial and military aircraft, satellites, weapons, electronic and
defense systems, launch systems, advanced information and communication systems, and performance-based logistics and training. We are
organized based on the products and services we offer. We operate in five principal segments:

·
Commercial Airplanes;

·
Our Defense, Space & Security business comprises three segments:

·
Boeing Military Aircraft;

·
Network & Space Systems; and

·
Global Services & Support; and

·
Boeing Capital.
The Boeing Company was incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. Our principal
executive office is located at 100 N. Riverside, Chicago, Illinois 60606, telephone number (312) 544-2000. We maintain a website at
www.boeing.com. We have not incorporated by reference into this prospectus supplement the information on our website, and you should not
consider it to be a part of this prospectus supplement.
The information above concerning The Boeing Company is only a summary and does not purport to be comprehensive. For
additional information about The Boeing Company, you should refer to the information described in "Where You Can Find More Information"
in the accompanying prospectus.

S-1
Table of Contents
The Offering
The following summary contains basic information about the notes and this offering. It does not contain all of the information that
may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement
and the accompanying prospectus.

Issuer
The Boeing Company

Notes Offered
$750,000,000 aggregate principal amount of notes, consisting of:

·
$250,000,000 aggregate principal amount of 2.500% senior notes due 2025;

·
$250,000,000 aggregate principal amount of 3.300% senior notes due 2035; and

·
$250,000,000 aggregate principal amount of 3.500% senior notes due 2045.

Maturity Date
The 2025 notes will mature on March 1, 2025, the 2035 notes will mature on March 1, 2035, and the
2045 notes will mature on March 1, 2045, unless the notes are redeemed in whole as described below
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under "Description of Notes--Optional Redemption."

Interest Rate
The 2025 notes will bear interest from February 20, 2015 at the rate of 2.500% per annum, payable
semi-annually in arrears.

The 2035 notes will bear interest from February 20, 2015 at the rate of 3.300% per annum, payable

semi-annually in arrears.

The 2045 notes will bear interest from February 20, 2015 at the rate of 3.500% per annum, payable

semi-annually in arrears.

Interest Payment Dates
March 1 and September 1 of each year, commencing on September 1, 2015.

Use of Proceeds
We expect the net proceeds from this offering to be approximately $720.8 million, after deducting the
underwriting discounts and commissions and our estimated offering expenses totaling approximately
$1.3 million. We intend to use the net proceeds from this offering for general corporate purposes. If
we do not use the net proceeds immediately, we may temporarily invest them in short-term, interest-
bearing obligations. See the section titled "Use of Proceeds" in this prospectus supplement.

Optional Redemption
The notes will be redeemable at our option in whole at any time, or in part from time to time, prior to
their maturity. See "Description of Notes--Optional Redemption" in this prospectus supplement.

Prior to December 1, 2024, September 1, 2034 and September 1, 2044 (three months, six months and

six months prior to maturity of the 2025 notes, the 2035 notes and the 2045 notes, respectively), the
notes will be subject to redemption at a redemption price equal to the greater of:

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

S-2
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·
the sum of the present values of the Remaining Scheduled Payments (as defined in this
prospectus supplement) on the notes to be redeemed that would be due if the notes to be

redeemed matured on the Par Call Date (as defined below), plus, in each case, accrued and
unpaid interest on the principal amount being redeemed to, but not including, the redemption
date.

The present value will be determined by discounting the remaining principal and interest payments to
the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day

months), using the Treasury Rate (as defined in this prospectus supplement) applicable to such notes,
plus 10 basis points, 15 basis points and 15 basis points for the 2025 notes, the 2035 notes and the 2045
notes, respectively.

On or after December 1, 2024, September 1, 2034 and September 1, 2044 (three months, six months
and six months prior to maturity of the 2025 notes, the 2035 notes and the 2045 notes, respectively)
(each, a "Par Call Date"), we may redeem the notes at a redemption price equal to 100% of the

principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal amount
being redeemed to, but not including, the redemption date. See "Description of Notes--Optional
Redemption" for more information.

Ranking
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment
with all of our existing and future unsecured and unsubordinated indebtedness and will rank senior in
right of payment to any existing and future indebtedness that is subordinated to the notes. The notes
will be effectively subordinated to all of our existing and future secured indebtedness to the extent of
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the assets securing such indebtedness and structurally subordinated to the indebtedness and liabilities
of our subsidiaries.

Certain Covenants
The indenture governing the notes limits our ability and the ability of our subsidiaries, among other
things, to:

·
create liens without equally and ratably securing the notes; and

·
engage in certain sale and leaseback transactions.

The indenture also limits our ability to engage in mergers, consolidations and certain sales of assets.
These covenants are subject to important exceptions and qualifications, as described in the sections

titled "Description of Debt Securities--Limitation on Liens" and "Description of Debt Securities--
Sale and Leaseback Transactions" in the accompanying prospectus.

Additional Notes
We may, without notice to or consent of the holders or beneficial owners of any series of the notes,
issue additional notes in a separate offering having the same ranking, interest rate, maturity and other
terms as the notes of a particular series. The notes of such series and any such additional notes will
constitute a single series under the indenture.

S-3
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No Listing
We do not intend to list the notes on any securities exchange or automated dealer quotation system.
The notes will be new securities for which there currently is no public market. See "Risk Factors--
Risks Related to the Offering--There may not be active trading markets for the notes" in this
prospectus supplement.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The notes will be, and the indenture pursuant to which we will issue the notes is, governed by New
York law.

Risk Factors
Investing in the notes involves risks. See the section titled "Risk Factors" beginning on page S-5 of
this prospectus supplement and other information included or incorporated by reference in the
accompanying prospectus for a discussion of factors you should carefully consider before deciding to
invest in the notes.

S-4
Table of Contents
RISK FACTORS
An investment in the notes is subject to certain risks. This prospectus supplement does not describe all of the risks of an investment in the
notes. You should consult your own financial and legal advisors about the risks entailed by an investment in the notes and the suitability of an
investment in the notes in light of your particular circumstances. For a discussion of the factors you should carefully consider before deciding to
purchase any notes that may be offered, please read "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2014, as well as those risk factors included below that are related to this offering. Additional risks and uncertainties not currently
known to us or that we currently deem immaterial may also adversely affect our business and operations. If any of the matters described in the risk
factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected. In
such case, you could lose all or a portion of your investment.
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Risks Related to the Offering
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are obligations exclusively of The Boeing Company and not of any of our subsidiaries. A significant portion of our operations
is conducted through our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or
to make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims
against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will have
priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes).
Consequently, the notes will be structurally subordinated to all liabilities of any of our subsidiaries and any subsidiaries that we may in the future
acquire or establish. As of December 31, 2014, our subsidiaries had approximately $1.7 billion of outstanding debt.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains only limited negative covenants that apply to us and our subsidiaries. These covenants do not
limit the amount of additional debt that we may incur and do not require us to maintain any financial ratios or specific levels of net worth, revenues,
income, cash flows or liquidity. Accordingly, the indenture does not protect holders of the notes in the event we experience significant adverse
changes in our financial condition or results of operations. See the sections titled "Description of Debt Securities--Limitation on Liens" and
"Description of Debt Securities--Sale and Leaseback Transactions" in the accompanying prospectus. In light of the limited negative covenants
applicable to the notes, holders of the notes may be structurally or contractually subordinated to new lenders.
An increase in market interest rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over
market interest rates will decline. Consequently, if you purchase fixed rate notes and market interest rates increase, the market value of your fixed
rate notes may decline.
There may not be active trading markets for the notes.
The notes are a new issue of securities for which currently there is no trading market. We do not intend to apply for listing of the notes
on any securities exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the notes will ever
develop or will be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the notes, your ability to
sell your notes or the prices at which you may be able to sell your notes. Future trading prices of the notes will

S-5
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depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to
the notes and the market for similar securities. Any trading markets that develop would be affected by many factors independent of and in addition
to the foregoing, including:

·
time remaining to the maturity of the notes;

·
outstanding amount of the notes;

·
the terms related to optional redemption of the notes; and

·
the level, direction and volatility of market interest rates generally.

S-6
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USE OF PROCEEDS
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We expect the net proceeds from this offering to be approximately $720.8 million, after deducting the underwriting discounts and
commissions and our estimated offering expenses totaling approximately $1.3 million. We intend to use the net proceeds from this offering for
general corporate purposes. If we do not use the net proceeds immediately, we may temporarily invest them in short-term, interest-bearing
obligations.

S-7
Table of Contents
DESCRIPTION OF NOTES
The following description of the notes offered by this prospectus supplement is intended to supplement, and to the extent inconsistent to
replace, the more general terms and provisions of the debt securities described in the accompanying prospectus, to which we refer you. Each series
of notes is a separate series of debt securities. This description of the notes is only a summary and may not include all the information that is
important to you. You should read the indenture we refer to below and the notes for more details regarding our obligations and your rights with
respect to the notes. As used in this "Description of Notes," unless otherwise expressly stated or the context otherwise requires, all references to
"we," "us," "ours," mean The Boeing Company and not its subsidiaries.
General
The notes will be issued as separate series of senior debt securities under a senior indenture dated February 1, 2003 between us and The
Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, or any successor trustee. The indenture has been filed as
an exhibit to the registration statement of which this prospectus supplement and the accompanying prospectus are a part.
The 2025 notes will mature on March 1, 2025, the 2035 notes will mature on March 1, 2035 and the 2045 notes will mature on March 1,
2045, respectively, unless earlier redeemed, each at 100% of their respective principal amounts. The notes will be our senior unsecured obligations
and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding. The notes will be
structurally subordinated to all liabilities of our subsidiaries, including trade payables.
The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue under the indenture
and provides that notes, debentures or other evidences of indebtedness may be issued from time to time in one or more series.
The original principal amount of the 2025 notes will be $250,000,000. The original principal amount of the 2035 notes will be
$250,000,000. The original principal amount of the 2045 notes will be $250,000,000.
We may from time to time, without giving notice to or seeking the consent of the holders of the notes, issue debt securities having the
same terms and, in some cases, the public offering price and the first interest payment date as, and ranking equally and ratably with, the notes of
such series. Any additional debt securities having such similar terms, together with the notes of such series, will constitute a single series of
securities under the indenture, including for purposes of voting and redemptions. No such additional debt securities may be issued if an "event of
default" (as such term is defined in the accompanying prospectus) has occurred and is continuing with respect to the notes of such series.
The 2025 notes will bear interest at the rate of 2.500% per year from February 20, 2015, payable semi-annually in arrears on March 1
and September 1 of each year, commencing September 1, 2015 to the persons in whose names the notes were registered at the close of business on
the immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2025 notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months.
The 2035 notes will bear interest at the rate of 3.300% per year from February 20, 2015, payable semi-annually in arrears on March 1
and September 1 of each year, commencing September 1, 2015 to the persons in whose names the notes were registered at the close of business on
the immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2035 notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months.

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The 2045 notes will bear interest at the rate of 3.500% per year from February 20, 2015, payable semi-annually in arrears on March 1
and September 1 of each year, commencing September 1, 2015 to the persons in whose names the notes were registered at the close of business on
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the immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2045 notes will be computed on
the basis of a 360-day year comprised of twelve 30-day months.
Principal and interest will be payable, and the notes will be transferable or exchangeable, at the office or offices or agency maintained by
us for this purpose. Payment of interest on the notes may be made at our option by check mailed to the registered holders.
Any payment otherwise required to be made in respect of notes on a date that is not a business day for the notes may be made on the
next succeeding business day with the same force and effect as if made on that date. No additional interest shall accrue as a result of a delayed
payment for the notes. A business day is defined in the indenture as a day other than a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to close.
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. No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with a transfer or exchange. The notes of each series will be represented by one or
more global securities registered in the name of a nominee of The Depository Trust Company ("DTC"). The notes will be available only in book-
entry form. Refer to "Book-Entry, Delivery and Form" below.
We will initially appoint the trustee at its corporate trust office as a paying agent, transfer agent and registrar for the notes. We will
cause each transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such
reasonable regulations as we may prescribe, we will provide for the registration of the notes and registration of transfers of the notes. We may vary
or terminate the appointment of any paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office
through which any such agent acts. We will provide you with notice of any resignation, termination or appointment of the trustee or any paying
agent or transfer agent, and of any change in the office through which any such agent will act.
Optional Redemption
Prior to December 1, 2024, September 1, 2034 and September 1, 2044 (three months, six months and six months prior to maturity of the
2025 notes, the 2035 notes and the 2045 notes, respectively), the notes will be redeemable, as a whole or in part, at our option, at any time or from
time to time, on at least 30 days, but not more than 60 days, prior notice to each registered holder of the series of notes to be redeemed, at a
redemption price equal to the greater of:

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

·
the sum of the present values of the Remaining Scheduled Payments (as defined below) on the notes being redeemed that
would be due if the notes to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual

basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to such notes, plus
10 basis points, 15 basis points and 15 basis points for the 2025 notes, the 2035 notes and the 2045 notes, respectively,
plus, in each case, accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date.

S-9
Table of Contents
On or after December 1, 2024, September 1, 2034 and September 1, 2044 (three months, six months and six months prior to maturity of
the 2025 notes, the 2035 notes and the 2045 notes, respectively), we may redeem the notes, in whole or in part, at our option, on at least 30 days,
but not more than 60 days, prior notice to the registered holders thereof at a redemption price equal to 100% of the principal amount of the notes to
be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date. The trustee shall
have no responsibility for calculating any redemption price.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker (as
defined below) as having a maturity comparable to the remaining term of the notes being redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date:

·
the average of the Reference Treasury Dealer Quotations (as defined below) for that redemption date, after excluding the

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