Bond Boeing 0.95% ( US097023BE44 ) in USD

Issuer Boeing
Market price 100 %  ⇌ 
Country  United States
ISIN code  US097023BE44 ( in USD )
Interest rate 0.95% per year ( payment 2 times a year)
Maturity 15/05/2018 - Bond has expired



Prospectus brochure of the bond Boeing US097023BE44 in USD 0.95%, expired


Minimal amount 2 000 USD
Total amount 350 000 000 USD
Cusip 097023BE4
Standard & Poor's ( S&P ) rating NR
Moody's rating NR
Detailed description 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 US097023BE44, pays a coupon of 0.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/05/2018

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BE44, was rated NR by Moody's credit rating agency.

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023BE44, was rated NR by Standard & Poor's ( S&P ) credit rating agency.







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


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

Registered

Offering Price

Fee(1)
Floating Rate Senior Notes due 2014

$150,000,000

$150,000,000

$20,460.00
0.950% Senior Notes due 2018

$350,000,000

$346,146,500

$47,214.38


(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).
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PROSPECTUS SUPPLEMENT
(To Prospectus dated February 29, 2012)

The Boeing Company
$500,000,000
$150,000,000 Floating Rate Senior Notes due 2014
$350,000,000 0.950% Senior Notes due 2018


We are offering $150,000,000 aggregate principal amount of our floating rate senior notes due 2014 (the "floating rate notes") and $350,000,000 aggregate
principal amount of our 0.950% senior notes due 2018 (the "fixed rate notes" and, together with the floating rate notes, the "notes"). The floating rate notes will mature
on November 3, 2014. 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
0.01%. We will pay interest on the floating rate notes on each February 3, May 3, August 3 and November 3, commencing on August 3, 2013. The fixed rate notes will
mature on May 15, 2018. We will pay interest on the fixed rate notes on each May 15 and November 15, commencing on November 15, 2013.
The floating rate notes are not redeemable prior to maturity. We may redeem the fixed rate notes prior to maturity, in whole or in part, at a redemption price
equal to the principal amount of the fixed rate notes to be redeemed plus a "make whole" premium, together with any accrued and unpaid interest on such notes to the
redemption date. 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-4 of this prospectus supplement and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2012.
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 Floating
Per Fixed


Rate Note
Total

Rate Note
Total

Price to Public(1)

100.000%

$150,000,000
98.899%

$346,146,500
Underwriting Discounts and Commission

0.150%

$
225,000
0.350%

$ 1,225,000
Proceeds, before expenses, to The Boeing Company

99.850%

$149,775,000
98.549%

$344,921,500
(1) Plus accrued interest from May 3, 2013, 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 May 3, 2013.
Joint Book-Running Managers for the Floating Rate Notes

Morgan Stanley
Barclays

Deutsche Bank Securities
Joint Book-Running Managers for the Fixed Rate Notes

Morgan Stanley
Citigroup

Goldman, Sachs & Co.
J.P. Morgan
The date of this prospectus supplement is April 30, 2013
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TABLE OF CONTENTS



Page
PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
FORWARD-LOOKING STATEMENTS

S-iii
SUMMARY

S-1
RISK FACTORS

S-4
USE OF PROCEEDS

S-6
DESCRIPTION OF NOTES

S-7
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-13
UNDERWRITING

S-17
LEGAL MATTERS

S-21
PROSPECTUS

ABOUT THIS PROSPECTUS

i

THE BOEING COMPANY

1

RISK FACTORS

2

USE OF PROCEEDS

3

FORWARD-LOOKING STATEMENTS

4

RATIO OF EARNINGS TO FIXED CHARGES

5

DESCRIPTION OF DEBT SECURITIES

6

DESCRIPTION OF CAPITAL STOCK

20

PLAN OF DISTRIBUTION

21

LEGAL MATTERS

22

EXPERTS

22

WHERE YOU CAN FIND MORE INFORMATION

22

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

23

In making your investment decision, you should rely only on the information contained in or incorporated by reference in this prospectus 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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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," "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 involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is
expressed or forecasted in these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no
obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Specific
factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, those set forth below and other important
factors disclosed previously and from time-to-time in our other filings with the SEC:


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


· our reliance on our commercial airline customers;

· 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 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;


· 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.

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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-4 of this prospectus supplement and in our periodic reports filed with the SEC.
The Boeing Company
The Boeing Company is one of the world's major aerospace firms and a leading manufacturer of commercial airplanes and defense, space and security
systems. Our products and tailored services include commercial and military aircraft, satellites, weapons, electronic and defense systems, launch systems,
advanced information and communication systems, and performance-based logistics and training. We are organized based on the products and services we offer.
We operate in five principal segments:


· Commercial Airplanes;


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


·
Boeing Military Aircraft


·
Network & Space Systems; and


·
Global Services & Support; and


· Boeing Capital
The Boeing Company was incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. 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.


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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
$500,000,000 aggregate principal amount of notes, consisting of:


· $150,000,000 aggregate principal amount of floating rate senior notes due 2014


· $350,000,000 aggregate principal amount of 0.950% senior notes due 2018
Maturity Date
The floating rate notes will mature on November 3, 2014. The fixed rate notes will mature on May
15, 2018, unless the 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 May 3, 2013 at a rate per annum, reset quarterly, equal
to the three-month LIBOR for U.S. dollar deposits plus 0.01%, payable quarterly in arrears.

The fixed rate notes will bear interest from May 3, 2013 at the rate of 0.950% per annum, payable

semiannually in arrears.
Interest Payment Dates
Floating rate notes: February 3, May 3, August 3 and November 3 of each year, commencing on
August 3, 2013.


Fixed rate notes: May 15 and November 15 of each year, commencing on November 15, 2013.
Use of Proceeds
We expect the net proceeds from this offering to be approximately $493,796,500, after deducting the
underwriting discounts and commissions and our estimated offering expenses totaling approximately
$0.9 million. We intend to use the net proceeds from this offering for general corporate purposes,
including funding of 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.
Optional Redemption
The floating rate notes will not be redeemable prior to maturity. The fixed rate notes will be
redeemable at our option, at any time and from time to time. See "Description of Notes--Optional
Redemption" in this prospectus supplement.


Upon redemption, we will pay a redemption price equal to the greater of:


· 100% of the principal amount of the 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) of principal and interest on the fixed rate notes to be redeemed,


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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.
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 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 in a separate offering additional notes 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-4 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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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, 2012, 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 effectively 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, 2013, our subsidiaries had approximately $2.3 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, there can be no assurance that trading markets for the notes will ever develop or will be maintained. Further,
there can

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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.

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