Obligation Boeing 0% ( US097023BF19 ) en USD

Boeing

100 % ⇌

Etas-Unis

US097023BF19 ( en USD )

30/10/2017 - Obligation échue

Prospectus brochure de l'obligation Boeing US097023BF19 en USD 0%, échue

2 000 USD

250 000 000 USD

097023BF1

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

Boeing est un important fabricant américain d'avions commerciaux et militaires, de systèmes de défense et de sécurité, et de lanceurs spatiaux.

L'Obligation émise par Boeing ( Etas-Unis ) , en USD, avec le code ISIN US097023BF19, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/10/2017

L'Obligation émise par Boeing ( Etas-Unis ) , en USD, avec le code ISIN US097023BF19, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Boeing ( Etas-Unis ) , en USD, avec le code ISIN US097023BF19, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d807011d424b2.htm 424B2
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)
Floating Rate Senior Notes due 2017

$250,000,000

$250,000,000

$29,050.00
2.350% Senior Notes due 2021

$300,000,000

$296,175,000

$34,415.54
2.850% Senior Notes due 2024

$300,000,000

$295,422,000

$34,328.04

(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
$850,000,000
$250,000,000 Floating Rate Senior Notes due 2017
$300,000,000 2.350% Senior Notes due 2021
$300,000,000 2.850% Senior Notes due 2024
We are offering $250,000,000 aggregate principal amount of our floating rate senior notes due 2017 (the "floating rate notes"),
$300,000,000 aggregate principal amount of our 2.350% senior notes due 2021 (the "2021 fixed rate notes") and $300,000,000 aggregate principal amount of
our 2.850% senior notes due 2024 (the "2024 fixed rate notes" and, together with the 2021 fixed rate notes and the floating rate notes, the "notes"). The
floating rate notes will mature on October 30, 2017. The floating rate notes will bear interest at a rate per annum, reset quarterly, equal to the three-month
LIBOR for U.S. dollar deposits plus 0.125%. We will pay interest on the floating rate notes on each January 30, April 30, July 30 and October 30,
commencing on January 30, 2015. The 2021 fixed rate notes will mature on October 30, 2021. The 2024 fixed rate notes will mature on October 30, 2024. We
will pay interest on the 2021 fixed rate notes and the 2024 fixed rate notes, respectively, on each April 30 and October 30, commencing on April 30, 2015.
The floating rate notes are not redeemable prior to maturity. We may redeem the 2021 fixed rate notes and the 2024 fixed rate notes (collectively,
the "fixed rate notes") prior to maturity, in whole or in part, at the respective redemption prices set forth herein. See "Description of the 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, 2013.
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 2021
Per 2024
Per Floating
Fixed
Fixed

Rate Note
Total

Rate Note
Total

Rate Note
Total

Price to Public(1)

100.000%
$250,000,000

98.725%
$296,175,000

98.474%
$295,422,000
Underwriting Discounts and Commission

0.250%
$
625,000

0.400%
$
1,200,000

0.450%
$
1,350,000
Proceeds, before expenses, to The Boeing

99.750%
$249,375,000

98.325%
$294,975,000

98.024%
$294,072,000
Company

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(1) Plus accrued interest from October 31, 2014, 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
of its participants, including Clearstream Banking, société anonyme and the Euroclear Bank, S.A./N.V., against payment on or about October 31, 2014.
Joint Book-Running Managers for the Floating Rate Notes

Citigroup

Credit Suisse

Goldman, Sachs & Co.
BBVA

Credit Agricole CIB

SMBC Nikko
Joint Book-Running Managers for the 2021 Fixed Rate Notes

Citigroup

BofA Merrill Lynch

Morgan Stanley
Barclays

MUFG

Wells Fargo Securities
Joint Book-Running Managers for the 2024 Fixed Rate Notes

Citigroup

Deutsche Bank Securities

J.P. Morgan
BNP PARIBAS

Mizuho Securities

RBS
The date of this prospectus supplement is October 28, 2014.
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-15
UNDERWRITING
S-20
LEGAL MATTERS
S-26
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
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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
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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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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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 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;
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·
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 Corporation'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 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.

S-iv
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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 Corporation.
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
$850,000,000 aggregate principal amount of notes, consisting of:

·
$250,000,000 aggregate principal amount of floating rate senior notes due 2017;

·
$300,000,000 aggregate principal amount of 2.350% senior notes due 2021; and

·
$300,000,000 aggregate principal amount of 2.850% senior notes due 2024.
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Maturity Date
The floating rate notes will mature on October 30, 2017. The 2021 fixed rate notes will mature on
October 30, 2021 and the 2024 fixed rate notes will mature on October 30, 2024, unless either of the
2021 fixed rate notes or the 2024 fixed rate notes are redeemed in whole as described below under
"Description of Notes--Optional Redemption."

Interest Rate
The floating rate notes will bear interest from October 31, 2014 at a rate per annum, reset quarterly,
equal to the three-month LIBOR for U.S. dollar deposits plus 0.125%, payable quarterly in arrears.

The 2021 fixed rate notes will bear interest from October 31, 2014 at the rate of 2.350% per annum,

payable semi-annually in arrears.

The 2024 fixed rate notes will bear interest from October 31, 2014 at the rate of 2.850% per annum,

payable semi-annually in arrears.

Interest Payment Dates
Floating rate notes: January 30, April 30, July 30 and October 30 of each year, commencing on
January 30, 2015.

2021 fixed rate notes: April 30 and October 30 of each year, commencing on April 30, 2015.

2024 fixed rate notes: April 30 and October 30 of each year, commencing on April 30, 2015.

Use of Proceeds
We expect the net proceeds from this offering to be approximately $837.1 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,
including funding Boeing Capital Corporation. 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.

S-2
Table of Contents
Optional Redemption
The floating rate notes will not be redeemable prior to maturity.

The fixed rate 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.

Upon redemption of the 2021 fixed rate notes, we will pay a redemption price equal to the greater of:

·
100% of the principal amount of the 2021 fixed rate notes then outstanding to be redeemed; or

·
the sum of the present values of the Remaining Scheduled Payments (as defined in this
prospectus supplement) on the 2021 fixed rate notes to be redeemed, plus, in each case, accrued

and unpaid interest on the principal amount being redeemed to, but not including, the
redemption date.

Prior to July 30, 2024 (three months prior to maturity), the 2024 fixed rate notes will be subject to

redemption at a redemption price equal to the greater of:

·
100% of the principal amount of the 2024 fixed rate notes then outstanding to be redeemed; or

·
the sum of the present values of the Remaining Scheduled Payments (as defined in this
prospectus supplement) on the 2024 fixed rate notes to be redeemed that would be due if the
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2024 fixed rate 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 and 15 basis points for the 2021 fixed rate notes and the 2024 fixed rate notes,

respectively. On or after July 30, 2024 (three months prior to maturity) (the "Par Call Date"), we may
redeem the 2024 fixed rate notes at a redemption price equal to 100% of the principal amount of the
2024 fixed rate notes to be redeemed plus accrued and unpaid interest on the principal amount being
redeemed to, but not including, the redemption date.

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.

S-3
Table of Contents
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 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.

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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, 2013, 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 September 30, 2014, our subsidiaries had approximately $2.2 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 fixed rate 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.
A decrease in market interest rates could result in a decrease in the value of the floating rate notes.
If you purchase floating rate notes, they will be subject to significant risks not associated with a conventional fixed rate debt security.
These risks include fluctuation of the interest rates and the possibility that you will receive a lower amount of interest than you may have expected
at the time of the notes' issuance.
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,

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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 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 $837.1 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, including funding Boeing Capital Corporation. 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 floating rate notes, the 2021 fixed rate notes and the 2024 fixed rate 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 floating rate notes will mature on October 30, 2017. The 2021 fixed rate notes will mature on October 30, 2021 and the 2024 fixed
rate notes will mature on October 30, 2024, 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 floating rate notes will be $250,000,000. The original principal amount of the 2021 fixed rate notes
will be $300,000,000. The original principal amount of the 2024 fixed rate notes will be $300,000,000.
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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 (except for the Issue Date (as defined below) 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 floating rate notes will bear interest at a rate per year, reset quarterly, equal to the three-month LIBOR (as defined below) for U.S.
dollar deposits plus 0.125%, as determined by the calculation agent (the "Calculation Agent"), which shall initially be the trustee, on the applicable
Interest Determination Date (as defined below), from October 31, 2014, payable quarterly in arrears on each January 30, April 30, July 30 and
October 30, commencing on January 30, 2015, to the persons in whose names the notes were registered at the close of business on the immediately
preceding January 15, April 15, July 15 and October 15. The amount of interest for each day that the floating rate notes are outstanding (the "Daily
Interest Amount") will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of
the floating rate notes. Interest on the floating rate notes will be calculated on the basis of the actual number of days in each quarterly Interest
Period (as defined below) and a 360-day year. The amount of interest to be paid on the floating rate notes for each Interest Period will be
calculated by adding the Daily Interest Amounts for each day in the Interest Period. All percentages resulting from any of the above calculations
will be rounded, if

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necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will
be rounded to the nearest cent (with one-half cent being rounded upwards). The interest rate on the floating rate notes will in no event be higher
than the maximum rate permitted by applicable law. The Calculation Agent will, upon the request of any holder of floating rate notes, provide the
interest rate then in effect with respect to the floating rate notes. All calculations made by the Calculation Agent in the absence of manifest error
will be conclusive for all purposes and binding on us and the holders of the floating rate notes.
If, for floating rate notes, any interest payment date is, and any Interest Period commences on a day which is, not a London Banking Day
(as defined below), such Interest Period will commence on, and interest payment date will be, the next succeeding business day, unless the next
succeeding business day is in the next succeeding calendar month, in which case such Interest Period will commence on, and interest payment date
will be, the immediately preceding business day.
The 2021 fixed rate notes will bear interest at the rate of 2.350% per year from October 31, 2014, payable semi-annually in arrears on
April 30 and October 30 of each year, commencing April 30, 2015 to the persons in whose names the notes were registered at the close of business
on the immediately preceding April 15 and October 15, respectively (whether or not a business day). Interest on the 2021 fixed rate notes will be
computed on the basis of a 360-day year comprised of twelve 30-day months.
The 2024 fixed rate notes will bear interest at the rate of 2.850% per year from October 31, 2014, payable semi-annually in arrears on
April 30 and October 30 of each year, commencing April 30, 2015 to the persons in whose names the notes were registered at the close of business
on the immediately preceding April 15 and October 15, respectively (whether or not a business day). Interest on the 2024 fixed rate 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 fixed rate 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 DTC. The notes will be available only in book-entry form. Refer to "--Book-Entry,
Delivery and Form" below.
http://www.sec.gov/Archives/edgar/data/12927/000119312514387465/d807011d424b2.htm[10/30/2014 10:54:21 AM]

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