Bond Boeing 5.875% ( US097023BA22 ) in USD

Boeing

100 % ▲

United States

US097023BA22 ( in USD )

5.875% per year ( payment 2 times a year)

14/02/2040

Prospectus brochure of the bond Boeing US097023BA22 en USD 5.875%, maturity 14/02/2040

2 000 USD

450 000 000 USD

097023BA2

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/08/2025 ( In 133 days )

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

Boeing issued a US$450,000,000 5.875% bond (CUSIP: 097023BA2, ISIN: US097023BA22) maturing February 14, 2040, with a minimum purchase amount of 2,000 USD, currently trading at 100% of par, rated BBB- by S&P and Baa2 by Moody's, paying semi-annual coupons.

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

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

Registered

Price

Offering Price
Fee(1)
3.500% Senior Notes due 2015

$ 750,000,000
99.157%
$ 743,677,500
$ 41,497.20
4.875% Senior Notes due 2020

$ 750,000,000
98.958%
$ 742,185,000
$ 41,413.92
5.875% Senior Notes due 2040

$ 450,000,000
97.680%
$ 439,560,000
$ 24,527.45
Total

$1,950,000,000

$1,925,422,500
$107,438.57

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

The Boeing Company
$1,950,000,000
$750,000,000 3.500% Senior Notes due 2015
$750,000,000 4.875% Senior Notes due 2020
$450,000,000 5.875% Senior Notes due 2040

We are offering $750,000,000 of our 3.500% Senior Notes due 2015 (the "2015 notes"), $750,000,000 of our
4.875% Senior Notes due 2020 (the "2020 notes") and $450,000,000 of our 5.875% Senior Notes due 2040 (the
"2040 notes", together with the 2015 notes and the 2020 notes, the "notes").
The 2015 notes will mature on February 15, 2015, the 2020 notes will mature on February 15, 2020 and the 2040
notes will mature on February 15, 2040, in each case, unless redeemed earlier. We will pay interest on the notes
semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2010. Interest on
the notes will accrue from July 28, 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, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008,
and in our Quarterly Reports on Form 10-Q for the quarterly periods subsequent to such date.
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.

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Final Prospectus Supplement with Base Prospectus
Per 2015
Per 2020
Per 2040

Note
Total

Note
Total

Note
Total
Price to Public(1)
99.157% $743,677,500 98.958% $742,185,000 97.680% $439,560,000
Underwriting Discounts and
Commission

0.350% $
2,625,000
0.450% $
3,375,000
0.875% $
3,937,500
Proceeds, before expenses,
to The Boeing Company
98.807% $741,052,500 98.508% $738,810,000 96.805% $435,622,500

(1) Plus accrued interest from July 28, 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 July 28, 2009.
Joint Book-Running Managers

Global Coordinator
BofA Merrill Lynch

Deutsche Bank Securities

Morgan Stanley

Barclays Capital BNP PARIBAS CALYON Credit Suisse
Daiwa Securities America Inc.

Mitsubishi UFJ Securities
Mizuho Securities USA Inc.
RBS
Wells Fargo Securities
The date of this prospectus supplement is July 23, 2009
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Final Prospectus Supplement with Base Prospectus
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement

S-1
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-21
Prospectus

About this Prospectus

i
Our Company

1
Risk Factors

1
Use of Proceeds

1
Forward-Looking Statements

1
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Plan of Distribution

18
Legal Matters

19
Experts

19
Where You Can Find More Information

20
Incorporation of Certain Information By Reference

20
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Final Prospectus Supplement with Base Prospectus
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.

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Final Prospectus Supplement with Base Prospectus
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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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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,"
"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 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 impact on our accounts receivable, customer financing portfolios and allowance for losses of

customer defaults and changes in customer credit ratings, credit default rates and collateral values;

· the impact on our revenues and operating results of changes to indices included in indexed price

escalation clauses included in our contracts with commercial airplane and defense customers;

· the successful execution of our Commercial Airplanes and Integrated Defense Systems backlog;

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

· the timing and effects of any decisions to increase or decrease the rate of commercial airplane

production;

· 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 ability of our suppliers and, as applicable, subcontractors to successfully and timely perform their

obligations;

· 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 Boeing defense programs;

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

agreements;

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

industry;

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

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· the effect of declines in aircraft valuation;

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

· the availability of commercial and government financing and 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;

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· 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;

· returns on pension fund assets, impacts of future interest rate changes on pension obligations and rising

healthcare costs;

· our ability to access external capital resources to fund our operations;

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

· our ability to recover proportionate amounts owed to us from the other Sea Launch partners; and

· 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 and
guarantees related thereto.
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.

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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 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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Document Outline

#1">sec.gov
- #1">Final Prospectus Supplement with Base Prospectus