Bond Boeing 2.25% ( US097023BR56 ) in USD

Boeing

96.51 % ▲

United States

US097023BR56 ( in USD )

2.25% per year ( payment 2 times a year)

14/06/2026

Prospectus brochure of the bond Boeing US097023BR56 en USD 2.25%, maturity 14/06/2026

2 000 USD

400 000 000 USD

097023BR5

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/06/2025 ( In 72 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 US097023BR56, pays a coupon of 2.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2026

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BR56, 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 US097023BR56, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d166863d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-202311
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price
Registration Fee(1)
1.875% Senior Notes due 2023

$400,000,000

$394,084,000

$39,684.26
2.250% Senior Notes due 2026

$400,000,000

$395,432,000

$39,820.00
3.375% Senior Notes due 2046

$400,000,000

$386,900,000

$38,960.83

(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 26, 2015)

The Boeing Company
$1,200,000,000
$400,000,000 1.875% Senior Notes due 2023
$400,000,000 2.250% Senior Notes due 2026
$400,000,000 3.375% Senior Notes due 2046
We are offering $400,000,000 aggregate principal amount of our 1.875% senior notes due 2023 (the "2023 notes"), $400,000,000 aggregate
principal amount of our 2.250% senior notes due 2026 (the "2026 notes") and $400,000,000 aggregate principal amount of our 3.375% senior notes due 2046
(the "2046 notes" and, together with the 2023 notes and the 2026 notes, the "notes"). The 2023 notes will mature on June 15, 2023. The
2026 notes will
mature on June 15, 2026. The 2046 notes will mature on June 15, 2046. We will pay interest on the notes on each June 15 and December 15, commencing
on December 15, 2016.
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 titled "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, 2015.
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 2023
Per 2026
Per 2046

Note
Total

Note
Total

Note
Total

Price to Public(1)
98.521%
$394,084,000 98.858%
$395,432,000 96.725%
$386,900,000
Underwriting Discounts and Commissions

0.400%
$
1,600,000
0.450%
$
1,800,000
0.875%
$
3,500,000
Proceeds, before expenses, to The Boeing Company
98.121%
$392,484,000 98.408%
$393,632,000 95.850%
$383,400,000

(1) Plus accrued interest from May 18, 2016, 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.

http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2

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
of its participants, including Clearstream Banking, société anonyme and the Euroclear Bank, S.A./N.V., against payment on or about May 18, 2016.
Joint Book-Running Managers for the 2023 Notes

BofA Merrill Lynch

Barclays

Wells Fargo Securities
Credit Agricole CIB

Santander

US Bancorp
Joint Book-Running Managers for the 2026 Notes

BofA Merrill Lynch

Goldman, Sachs & Co.

Morgan Stanley
BNP PARIBAS

Deutsche Bank Securities

RBC Capital Markets
Joint Book-Running Managers for the 2046 Notes

BofA Merrill Lynch

Citigroup

J.P. Morgan
Mizuho Securities

MUFG

SMBC Nikko
The date of this prospectus supplement is May 16, 2016.
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-26
PROSPECTUS

ABOUT THIS PROSPECTUS
i
THE BOEING COMPANY
1
RISK FACTORS
1
USE OF PROCEEDS
1
FORWARD-LOOKING STATEMENTS
1
RATIO OF EARNINGS TO FIXED CHARGES
2
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF CAPITAL STOCK
16
PLAN OF DISTRIBUTION
17
LEGAL MATTERS
17
EXPERTS
18
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2
WHERE YOU CAN FIND MORE INFORMATION
18
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
18
In making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus
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.
It is expected that delivery of the notes will be made against payment therefor on the second business day after the date hereof (such
settlement cycle being referred to as "T+2"). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers will be expected to pay for their notes within two business days of the date hereof.

S-i
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.

S-ii
Table of Contents
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 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
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2
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;

·
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;

S-iii
Table of Contents

·
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,

sanctions or natural disasters;

·
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.
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2

S-iv
Table of Contents
SUMMARY
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 the State of 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
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2

Notes Offered
$1,200,000,000 aggregate principal amount of notes, consisting of:

·
$400,000,000 aggregate principal amount of 1.875% senior notes due 2023;

·
$400,000,000 aggregate principal amount of 2.250% senior notes due 2026; and

·
$400,000,000 aggregate principal amount of 3.375% senior notes due 2046.

Maturity Date
The 2023 notes will mature on June 15, 2023, the 2026 notes will mature on June 15, 2026, and the
2046 notes will mature on June 15, 2046, unless the notes are redeemed in whole as described below
under "Description of Notes--Optional Redemption."

Interest Rate
The 2023 notes will bear interest from May 18, 2016 at the rate of 1.875% per annum, payable semi-
annually in arrears.

The 2026 notes will bear interest from May 18, 2016 at the rate of 2.250% per annum, payable semi-

annually in arrears.

The 2046 notes will bear interest from May 18, 2016 at the rate of 3.375% per annum, payable semi-

annually in arrears.

Interest Payment Dates
June 15 and December 15 of each year, commencing on December 15, 2016.

Use of Proceeds
We expect the net proceeds from this offering to be approximately $1,167.7 million, after deducting
the underwriting discounts and commissions and our estimated offering expenses
totaling
approximately $1.8 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 April 15, 2023, March 15, 2026 and December 15, 2045 (two months, three months and six

months prior to maturity of the 2023 notes, the 2026 notes and the 2046 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
Table of Contents
·
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,
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2
plus 10 basis points, 10 basis points and 15 basis points for the 2023 notes, the 2026 notes and the 2046
notes, respectively.

On or after April 15, 2023, March 15, 2026 and December 15, 2045 (two months, three months and six
months prior to maturity of the 2023 notes, the 2026 notes and the 2046 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
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.

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

S-3
Table of Contents
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 the laws
of the State of New York.

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.
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2

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, 2015, 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.
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 March 31, 2016, 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
Table of Contents
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2
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
Table of Contents
USE OF PROCEEDS
We expect the net proceeds from this offering to be approximately $1,167.7 million, after deducting the underwriting discounts and
commissions and our estimated offering expenses totaling approximately $1.8 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" and "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 2023 notes will mature on June 15, 2023, the 2026 notes will mature on June 15, 2026 and the 2046 notes will mature on June 15,
2046, 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 2023 notes will be $400,000,000. The original principal amount of the 2026 notes will be
$400,000,000. The original principal amount of the 2046 notes will be $400,000,000.
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
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

424B2
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 2023 notes will bear interest at the rate of 1.875% per year from May 18, 2016, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing December 15, 2016, to the persons in whose names the notes were registered at the close of business on
the immediately preceding June 1 and December 1, respectively (whether or not a business day). Interest on the 2023 notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
The 2026 notes will bear interest at the rate of 2.250% per year from May 18, 2016, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing December 15, 2016, to the persons in whose names the notes were registered at the close of business on
the immediately preceding June 1 and December 1, respectively (whether or not a business day). Interest on the 2026 notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
The 2046 notes will bear interest at the rate of 3.375% per year from May 18, 2016, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing December 15, 2016, to the persons

S-8
Table of Contents
in whose names the notes were registered at the close of business on the immediately preceding June 1 and December 1, respectively (whether or
not a business day). Interest on the 2046 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 April 15, 2023, March 15, 2026 and December 15, 2045 (two months, three months and six months prior to maturity of the 2023
notes, the 2026 notes and the 2046 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, 10 basis points and 15 basis points for the 2023 notes, the 2026 notes and the 2046 notes, respectively,
http://www.sec.gov/Archives/edgar/data/12927/000119312516593135/d166863d424b2.htm[5/17/2016 3:45:11 PM]

Document Outline

#1">
- #1">