Bond Boeing 6.875% ( US097023AX34 ) in USD

Boeing

108.094 % ▲

United States

US097023AX34 ( in USD )

6.875% per year ( payment 2 times a year)

14/03/2039

Prospectus brochure of the bond Boeing US097023AX34 en USD 6.875%, maturity 14/03/2039

2 000 USD

500 000 000 USD

097023AX3

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/09/2025 ( In 164 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 US097023AX34, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/03/2039

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023AX34, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023AX34, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157790
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Amount of
Title of Each Class of
to be
Maximum
Aggregate
Registration
Securities to be Registered

Registered

Offering Price
Offering Price
Fee(1)
5.000% Senior Notes due 2014

$ 700,000,000
99.558%
$ 696,906,000
$27,388.41
6.000% Senior Notes due 2019

$ 650,000,000
98.466%
$ 640,029,000
$25,153.14
6.875% Senior Notes due 2039

$ 500,000,000
97.913%
$ 489,565,000
$19,239.90
Total

$1,850,000,000

$1,826,500,000
$71,781.45

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 9, 2009)

The Boeing Company
$1,850,000,000
$700,000,000 5.000% Senior Notes due 2014
$650,000,000 6.000% Senior Notes due 2019
$500,000,000 6.875% Senior Notes due 2039

We are offering $700,000,000 of our 5.000% Senior Notes due 2014 (the "2014 notes"), $650,000,000 of our 6.000% Senior
Notes due 2019 (the "2019 notes") and $500,000,000 of our 6.875% Senior Notes due 2039 (the "2039 notes" and, together
with the 2014 notes and the 2019 notes, the "notes").
The 2014 notes will mature on March 15, 2014, the 2019 notes will mature on March 15, 2019 and the 2039 notes will
mature on March 15, 2039, in each case unless redeemed earlier. We will pay interest on the notes semi-annually in arrears on
March 15 and September 15 of each year, beginning September 15, 2009. Interest on the notes will accrue from March 13,
2009.
We may redeem each series of notes at any time prior to maturity, in whole or in part, upon at least 30 days notice, at a
redemption price equal to the principal amount of the notes to be redeemed plus a make-whole premium, together with
accrued interest on such notes to the redemption date. The redemption provisions are more fully described in this prospectus
supplement in the section titled "Description of Notes." The notes will not be listed on any securities exchange.
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all our existing and
future unsecured and unsubordinated indebtedness and will rank senior in right of payment to any future indebtedness that is
subordinated to the notes.
Investing in the notes involves risks. See the section entitled "Risk Factors" beginning on page S-7 of this prospectus
supplement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
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Final Prospectus Supplement
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
Per
Per

2014 Note
Total
2019 Note
Total
2039 Note
Total
Price to Public(1)

99.558% $696,906,000
98.466% $640,029,000
97.913% $489,565,000
Underwriting Discounts and
Commission

0.350% $ 2,450,000
0.450% $ 2,925,000
0.875% $ 4,375,000
Proceeds, before expenses, to
The Boeing Company

99.208% $694,456,000
98.016% $637,104,000
97.038% $485,190,000
(1) Plus accrued interest from March 13, 2009 if settlement occurs after that date.
We urge you to carefully read this prospectus supplement and the accompanying prospectus which will 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 March 13, 2009.
Joint Book-Running Managers

J.P. Morgan

UBS Investment Bank
Banc of America Securities LLC
Barclays Capital BNP PARIBAS
Citi

Credit Suisse
Deutsche Bank Securities
Goldman, Sachs & Co.
Morgan Stanley RBS Greenwich Capital
The date of this prospectus supplement is March 10, 2009
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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements

S-2
Summary

S-4
Risk Factors

S-7
Use of Proceeds

S-8
Description of Notes

S-9
Certain United States Federal Income Tax Considerations

S-13
Underwriting

S-17
Legal Matters

S-20
Prospectus

About this Prospectus

i
Our Company

1
Risk Factors

1
Forward-Looking Statements

1
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Legal Matters

19
Experts

19
Where You Can Find More Information

20
Incorporation of Certain Information By Reference

20
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 is making an offer of these notes in any jurisdiction where the offer is not permitted.

i
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Final Prospectus Supplement
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-1
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Final Prospectus Supplement
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and in the accompanying prospectus may be forward-looking statements
within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Words
such as "expects," "intends," "plans," "projects," "believes," "estimates," "targets," 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 are assumptions that are difficult to
predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking
statements. As a result, these statements speak to events only as of the date they are made and we undertake no obligations to
publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by federal securities laws. 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:

· the effect of economic conditions in the United States and globally;

· the adequacy of coverage, by allowance for losses, of risks related to our non-U.S. accounts receivable being payable

in U.S. dollars;

· the continued operation, viability and growth of Commercial Airplanes revenues and successful execution of our

backlog in this segment;

· the effects of customers canceling, modifying and/or rescheduling contractual orders;

· the timing and effects of decisions to complete or launch a Commercial Airplanes program;

· the ability to successfully develop and timely produce the 787 and 747-8 aircraft;

· the effect on our revenues of political and legal processes; changing defense priorities; and associated budget

reductions by U.S. and international government customers affecting The Boeing Company defense programs;

· our relationship with our union-represented workforce and the negotiation of collective bargaining agreements;

· the continuation of long-term trends in passenger traffic and revenue yields in the airline industry;

· the impact of volatile fuel prices and the airline industry's response;

· the effect of declines in aircraft valuation;

· the impact on our revenues or operating results of airline bankruptcies;

· the extent to which we are called upon to fund outstanding financing commitments or satisfy other financing requests,

and our ability to satisfy those requirements;

· the continuation of historical costs for fleet support services;

· the receipt of estimated award and incentive fees on U.S. government contracts;

· the future demand for commercial satellites and projections of future order flow;

· the potential for technical or quality issues on development programs, including the Airborne Early Warning and
Control program, International KC-767 Tanker, other fixed-price development programs, or commercial satellite

programs, to affect schedule and cost estimates, or cause us to incur a material charge or experience a termination for
default;

· the outcome of any litigation and/or government investigation in which we are a party, and other contingencies;
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Final Prospectus Supplement

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Final Prospectus Supplement
Table of Contents
· returns on pension fund assets, impacts of future interest rate changes on pension obligations and rising healthcare

costs;

· the amounts and effects of underinsured operations, including satellite launches;

· the scope, nature or impact of acquisition or disposition activity and investment in any joint ventures/strategic

alliances, including Sea Launch and United Launch Alliance, and indemnifications related thereto; and

· the expected cash expenditures and charges associated with the exit of the Connexion by The Boeing Company

business.
These factors and the other risk factors discussed in this prospectus supplement and the accompanying prospectus,
including those in the section titled "Risk Factors," are not necessarily all of the important factors that could cause
The Boeing Company's actual results to differ materially from those expressed in any of its forward-looking
statements. Other unknown or unpredictable factors also could have material adverse effects on The Boeing
Company's future results. Given these uncertainties, you should not place undue reliance on these forward-looking
statements. Please see The Boeing Company's periodic reports filed with the SEC for more information on these
factors. The forward-looking statements included in this prospectus supplement or in the accompanying prospectus
are made only as of the date of this prospectus supplement or in the accompanying prospectus.

S-3
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Final Prospectus Supplement
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 carefully, especially the risks discussed in the section titled "Risk Factors" beginning on page S-
7 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. Our Commercial Airplanes segment is involved in
developing, producing and marketing commercial jet aircraft and providing related support services, principally to the
commercial airline industry worldwide. Our Integrated Defense Systems segments are principally involved in the research,
development, production, modification and support of the following products and related systems and services: military
aircraft, including fighters, transports, tankers, intelligence surveillance and reconnaissance aircraft, and helicopters;
unmanned systems; missiles; space systems; missile defense systems; satellites and satellite launch vehicles; and
communications, information and battle management systems. Our Boeing Capital Corporation segment facilitates, arranges,
structures and provides selective financing solutions, primarily for our Commercial Airplanes segment customers, and
arranges and structures financing solutions for our Integrated Defense Systems segment government customers.
The Boeing Company was incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. We
have a principal executive office located at 100 N. Riverside, Chicago, Illinois, U.S.A. 60606, telephone number (312) 544-
2000. We maintain an Internet website at http://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-4
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Final Prospectus Supplement
Table of Contents
The Offering
The following summary contains basic information about this offering. 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
$1,850,000,000 aggregate principal amount of notes, consisting of:

· $700,000,000 aggregate principal amount of 5.000% Senior Notes due

2014

· $650,000,000 aggregate principal amount of 6.000% Senior Notes due

2019

· $500,000,000 aggregate principal amount of 6.875% Senior Notes due

2039
Maturity Date
The 2014 notes mature on March 15, 2014, the 2019 notes mature on
March 15, 2019 and the 2039 notes mature on March 15, 2039, unless such
series of notes is redeemed in whole as described below under "Description
of Notes--Optional Redemption."
Interest Rate
The 2014 notes will bear interest from March 13, 2009 at the rate of
5.000% per annum, payable semi-annually in arrears, the 2019 notes will
bear interest from March 13, 2009 at the rate of 6.000% per annum, payable
semi-annually in arrears and the 2039 notes will bear interest from March
13, 2009 at the rate of 6.875% per annum, payable semi-annually in arrears.
Interest Payment Dates
Interest will be paid on March 15 and September 15 of each year, beginning
on September 15, 2009. Interest on the notes will accrue from March 13,
2009.
Use of Proceeds
We expect to receive net proceeds from this offering of approximately
$1,814,850,000, after deducting underwriting discounts and our estimated
offering expenses totaling approximately $1.9 million. We intend to use the
net proceeds from this offering for repayment of debt, repurchase of
common stock, acquisitions, additions to working capital, capital
expenditures, pension funding and funding and making investments in our
subsidiaries, including Boeing Capital Corporation, or other general
corporate purposes.
Optional Redemption
The notes will be redeemable at our option, in whole or in part, at any time
and from time to time. See the section titled "Description of Notes--
Optional Redemption" in this prospectus supplement.
Upon redemption, we will pay a redemption price equal to the greater of:

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Final Prospectus Supplement
· 100% of the principal amount of the notes then outstanding of such series to be

redeemed; or

· the sum of the present values of the Remaining Scheduled Payments (as defined in

this prospectus supplement) of principal and interest on the 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.

S-5
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Document Outline

Local Disk
- #1">Final Prospectus Supplement