Bond Boeing 3.5% ( US097023CE35 ) in USD

Boeing

100 % ▲

United States

US097023CE35 ( in USD )

3.5% per year ( payment 2 times a year)

28/02/2039

Prospectus brochure of the bond Boeing US097023CE35 en USD 3.5%, maturity 28/02/2039

2 000 USD

400 000 000 USD

097023CE3

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/09/2025 ( In 150 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 US097023CE35, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/02/2039

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023CE35, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Boeing ( United States ) , in USD, with the ISIN code US097023CE35, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-219630
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Registration Fee(1)
2.800% Senior Notes due 2024

$400,000,000

$396,332,000

$48,035.44
3.200% Senior Notes due 2029

$400,000,000

$393,972,000

$47,749.41
3.500% Senior Notes due 2039

$400,000,000

$383,320,000

$46,458.38
3.825% Senior Notes due 2059

$300,000,000

$286,731,000

$34,751.80

(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 August 2, 2017)

The Boeing Company
$1,500,000,000
$400,000,000 2.800% Senior Notes due 2024
$400,000,000 3.200% Senior Notes due 2029
$400,000,000 3.500% Senior Notes due 2039
$300,000,000 3.825% Senior Notes due 2059
We are offering $400,000,000 aggregate principal amount of our 2.800% senior notes due 2024 (the "2024 notes"), $400,000,000 aggregate principal
amount of our 3.200% senior notes due 2029 (the "2029 notes"), $400,000,000 aggregate principal amount of our 3.500% senior notes due 2039 (the "2039 notes") and
$300,000,000 aggregate principal amount of our 3.825% senior notes due 2059 (the "2059 notes" and, together with the 2024 notes, the 2029 notes, and the 2039 notes,
the "notes"). The 2024 notes will mature on March 1, 2024. The 2029 notes will mature on March 1, 2029. The 2039 notes will mature on March 1, 2039. The 2059
notes will mature on March 1, 2059. We will pay interest on the notes on each March 1 and September 1, commencing on September 1, 2019.
We may redeem the notes prior to maturity, in whole or in part, at the respective redemption prices set forth herein. See "Description of Notes--Optional
Redemption." The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all of our existing and future unsecured and
unsubordinated indebtedness and will rank senior in right of payment to any existing and future indebtedness that is subordinated to the notes.
Investing in the notes involves risks. See the section titled "Risk Factors" beginning on page S-5 of this prospectus supplement and in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2018.
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 2024
Per 2029
Per 2039
Per 2059

Note
Total

Note
Total

Note
Total

Note
Total

Price to Public(1)
99.083% $396,332,000 98.493% $393,972,000 95.830% $383,320,000 95.577% $286,731,000
Underwriting Discounts

0.350% $
1,400,000
0.450% $
1,800,000
0.750% $
3,000,000
0.925% $
2,775,000
Proceeds, before expenses, to The Boeing Company
98.733% $394,932,000 98.043% $392,172,000 95.080% $380,320,000 94.652% $283,956,000

(1) Plus accrued interest from February 15, 2019, 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
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accounts of its participants, including Clearstream Banking S.A. and the Euroclear Bank, S.A./N.V., against payment on or about February 15, 2019.
Joint Book-Running Managers for the 2024 Notes

BofA Merrill Lynch

Citigroup

J.P. Morgan
BBVA

Lloyds Securities

Morgan Stanley

US Bancorp
Joint Book-Running Managers for the 2029 Notes

BofA Merrill Lynch

Goldman Sachs & Co. LLC

MUFG
COMMERZBANK

Credit Agricole CIB

SOCIETE GENERALE

SunTrust Robinson Humphrey
Joint Book-Running Managers for the 2039 Notes

BofA Merrill Lynch

SMBC Nikko

Wells Fargo Securities
Barclays

BNP PARIBAS

RBC Capital Markets

Santander
Joint Book-Running Managers for the 2059 Notes

BofA Merrill Lynch

Credit Suisse

Mizuho Securities
Barclays

BNP PARIBAS

Deutsche Bank Securities

RBC Capital Markets
The date of this prospectus supplement is February 13, 2019.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-8
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-14
UNDERWRITING
S-19
LEGAL MATTERS
S-27
PROSPECTUS

ABOUT THIS PROSPECTUS
1
THE BOEING COMPANY
1
RISK FACTORS
2
FORWARD-LOOKING STATEMENTS
2
USE OF PROCEEDS
3
RATIO OF EARNINGS TO FIXED CHARGES
3
DESCRIPTION OF DEBT SECURITIES
3
DESCRIPTION OF CAPITAL STOCK
17
PLAN OF DISTRIBUTION
18
LEGAL MATTERS
19
EXPERTS
19
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WHERE YOU CAN FIND MORE INFORMATION
19
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 are making an offer of these notes in any jurisdiction
where the offer is not permitted.
In connection with the offering, the underwriters are not acting for anyone other than Boeing and will not be responsible to anyone other than
Boeing for providing the protections afforded to their clients nor for providing advice in relation to the offering.

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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.
The terms "Boeing," "we," "us" and "our" as used in this prospectus supplement refer to The Boeing Company.
MiFID II Product Governance / Professional investors and eligible counterparties only target market. Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the
notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for
distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the
notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement or included or incorporated by reference in the accompanying prospectus may be "forward-
looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the 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
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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 commercial aircraft production rate changes, 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;

·
threats to the security of our or our customers' information;

·
potential adverse developments in new or pending litigation and/or government investigations;

·
customer and aircraft concentration in our 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,

sanctions or natural disasters;

·
work stoppages or other labor disruptions;

·
substantial pension and other postretirement benefit obligations; and

·
potential environmental liabilities.

S-iii
Table of Contents
SUMMARY
The following summary is provided solely for your convenience. It is not intended to be complete. You should read carefully this entire
prospectus supplement, the accompanying prospectus and all the information included or incorporated by reference herein or therein, especially the
risks discussed in the section titled "Risk Factors" beginning on page S-5 of this prospectus supplement and in our periodic reports filed with the
SEC.
The Boeing Company
The Boeing Company is one of the world's major aerospace firms and a leading manufacturer of commercial airplanes and defense, space
and security systems. Our products and tailored services include commercial and military aircraft, satellites, weapons, electronic and defense systems,
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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 four reportable segments:

·
Commercial Airplanes;

·
Defense, Space & Security;

·
Global Services; and

·
Boeing Capital.
The Boeing Company was incorporated in Washington in 1916 and reincorporated in Delaware in 1934. Our principal executive offices
are located at 100 N. Riverside, Chicago, Illinois 60606-1596 and our telephone number is (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
$1,500,000,000 aggregate principal amount of notes, consisting of:

·
$400,000,000 aggregate principal amount of 2.800% senior notes due 2024;

·
$400,000,000 aggregate principal amount of 3.200% senior notes due 2029;

·
$400,000,000 aggregate principal amount of 3.500% senior notes due 2039; and

·
$300,000,000 aggregate principal amount of 3.825% senior notes due 2059.

Maturity Date
The 2024 notes will mature on March 1, 2024, the 2029 notes will mature on March 1, 2029, the 2039 notes
will mature on March 1, 2039 and the 2059 notes will mature on March 1, 2059, unless the notes are
redeemed in whole as described below under "Description of Notes--Optional Redemption."

Interest Rate
The 2024 notes will bear interest from February 15, 2019 at the rate of 2.800% per annum, payable semi-
annually in arrears.

The 2029 notes will bear interest from February 15, 2019 at the rate of 3.200% per annum, payable semi-

annually in arrears.

The 2039 notes will bear interest from February 15, 2019 at the rate of 3.500% per annum, payable semi-

annually in arrears.

The 2059 notes will bear interest from February 15, 2019 at the rate of 3.825% per annum, payable semi-

annually in arrears.

Interest Payment Dates
March 1 and September 1 of each year, commencing on September 1, 2019.

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Use of Proceeds
We expect the net proceeds from this offering to be approximately $1.45 billion, after deducting the
underwriting discounts and our estimated offering expenses totaling approximately $2.5 million. We intend
to use the net proceeds from this offering for general corporate purposes. If we do not use the net proceeds
immediately, we may temporarily invest them in short-term, interest-bearing obligations. See the section
titled "Use of Proceeds" in this prospectus supplement.

Optional Redemption
The notes will be redeemable at our option in whole at any time, or in part from time to time, prior to their
maturity. See "Description of Notes--Optional Redemption" in this prospectus supplement.

S-2
Table of Contents
Prior to February 1, 2024, December 1, 2028, September 1, 2038 and September 1, 2058 (one month, three

months, six months and six months prior to maturity of the 2024 notes, 2029 notes, 2039 notes and the 2059
notes, respectively), the notes will be subject to redemption at a redemption price equal to the greater of:

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

·
the sum of the present values of the Remaining Scheduled Payments (as defined in this prospectus
supplement) on the notes to be redeemed that would be due if the notes to be redeemed matured on

the Par Call Date (as defined below), plus, in each case, accrued and unpaid interest on the principal
amount being redeemed to, but not including, the redemption date.

The present value will be determined by discounting the remaining principal and interest payments to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),

using the Treasury Rate (as defined in this prospectus supplement) applicable to such notes, plus 10 basis
points, 15 basis points, 15 basis points and 20 basis points for the 2024 notes, the 2029 notes, the 2039 notes
and the 2059 notes, respectively.

On or after February 1, 2024, December 1, 2028, September 1, 2038 and September 1, 2058 (one month,
three months, six months and six months prior to maturity of the 2024 notes, the 2029 notes, the 2039 notes
and the 2059 notes, respectively) (each, a "Par Call Date"), we may redeem the notes at a redemption price

equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the
principal amount being redeemed to, but not including, the redemption date. See "Description of Notes--
Optional Redemption" for more information.

Ranking
The notes will be our unsecured senior obligations. The notes will rank equally in right of payment with all
of our existing and future unsecured and unsubordinated indebtedness and will rank senior in right of
payment to any existing and future indebtedness that is subordinated to the notes. The notes will be
effectively subordinated to all of our existing and future secured indebtedness to the extent of the assets
securing such indebtedness and structurally subordinated to the indebtedness and liabilities of our
subsidiaries.

Certain Covenants
The indenture governing the notes limits our ability and the ability of our subsidiaries, among other things,
to:

·
create liens without equally and ratably securing the notes; and

·
engage in certain sale and leaseback transactions.

The indenture also limits our ability to engage in mergers, consolidations and certain sales of assets. These
covenants are subject to important exceptions and qualifications, as described in the sections titled

"Description of Debt Securities--Limitation on Liens" and "Description of Debt Securities--Sale and
Leaseback Transactions" in the accompanying prospectus.

Additional Notes
We may, without notice to or consent of the holders or beneficial owners of any series of the notes, issue
additional notes in a separate offering having the same
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S-3
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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 the laws of
the State of New York.

Risk Factors
Investing in the notes involves risks. See the section titled "Risk Factors" beginning on page S-5 of this
prospectus supplement and other information included or incorporated by reference in the accompanying
prospectus for a discussion of factors you should carefully consider before deciding to invest in the notes.

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, 2018, 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 December 31,
2018, our subsidiaries had approximately $0.7 billion of outstanding debt.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains only limited negative covenants that apply to us and our subsidiaries. These covenants do not limit
the amount of additional debt that we may incur and do not require us to maintain any financial ratios or specific levels of net worth, revenues, income,
cash flows or liquidity. Accordingly, the indenture does not protect holders of the notes in the event we experience significant adverse changes in our
financial condition or results of operations. See the sections titled "Description of Debt Securities--Limitation on Liens" and "Description of Debt
Securities--Sale and Leaseback Transactions" in the accompanying prospectus. In light of the limited negative covenants applicable to the notes, holders of
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the notes may be structurally or contractually subordinated to new lenders.
An increase in market interest rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market
interest rates will decline. Consequently, if you purchase fixed rate notes and market interest rates increase, the market value of your fixed rate notes may
decline.
There may not be active trading markets for the notes.
The notes are a new issue of securities for which currently there is no trading market. We do not intend to apply for listing of the notes on any
securities exchange or any automated quotation system. Accordingly, there can be no assurance that trading markets for the notes will ever develop or will
be maintained. Further, there can be no assurance as to the liquidity of any market that may develop for the notes, your ability to sell your notes or the
prices at which you may be able to sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, our
financial condition and results of operations, the then-current

S-5
Table of Contents
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
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USE OF PROCEEDS
We expect the net proceeds from this offering to be approximately $1.45 billion, after deducting the underwriting discounts and our estimated
offering expenses totaling approximately $2.5 million. We intend to use the net proceeds from this offering for general corporate purposes. If we do not use
the net proceeds immediately, we may temporarily invest them in short-term, interest-bearing obligations.

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Table of Contents
DESCRIPTION OF NOTES
The following description of the notes offered by this prospectus supplement is intended to supplement, and to the extent inconsistent to replace,
the more general terms and provisions of the debt securities described in the accompanying prospectus, to which we refer you. Each series of notes is a
separate series of debt securities. This description of the notes is only a summary and may not include all the information that is important to you. You
should read the indenture we refer to below and the notes for more details regarding our obligations and your rights with respect to the notes. As used in
this "Description of Notes," unless otherwise expressly stated or the context otherwise requires, all references to "we," "us" and "ours," mean The
Boeing Company and not its subsidiaries.
General
The notes will be issued as separate series of senior debt securities under a senior indenture dated February 1, 2003 between us and The Bank of
New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, or any successor trustee. The indenture has been filed as an exhibit to the
registration statement of which this prospectus supplement and the accompanying prospectus are a part.
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The 2024 notes will mature on March 1, 2024, the 2029 notes will mature on March 1, 2029, the 2039 notes will mature on March 1, 2039 and
the 2059 notes will mature on March 1, 2059, 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 2024 notes will be $400,000,000.
The original principal amount of the 2029 notes will be $400,000,000.
The original principal amount of the 2039 notes will be $400,000,000.
The original principal amount of the 2059 notes will be $300,000,000.
We may from time to time, without giving notice to or seeking the consent of the holders of the notes, issue debt securities having the same
terms and, in some cases, the public offering price and the first interest payment date as, and ranking equally and ratably with, the notes of such series. Any
additional debt securities having such similar terms, together with the notes of such series, will constitute a single series of 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 2024 notes will bear interest at the rate of 2.800% per year from February 15, 2019, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing September 1, 2019, to the persons in whose names the notes were registered at the close of business on the
immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2024 notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.

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The 2029 notes will bear interest at the rate of 3.200% per year from February 15, 2019, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing September 1, 2019, to the persons in whose names the notes were registered at the close of business on the
immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2029 notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.
The 2039 notes will bear interest at the rate of 3.500% per year from February 15, 2019, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing September 1, 2019, to the persons in whose names the notes were registered at the close of business on the
immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2039 notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.
The 2059 notes will bear interest at the rate of 3.825% per year from February 15, 2019, payable semi-annually in arrears on March 1 and
September 1 of each year, commencing September 1, 2019, to the persons in whose names the notes were registered at the close of business on the
immediately preceding February 15 and August 15, respectively (whether or not a business day). Interest on the 2059 notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.
Principal and interest will be payable, and the notes will be transferable or exchangeable, at the office or offices or agency maintained by us for
this purpose. Payment of interest on the notes may be made at our option by check mailed to the registered holders.
Any payment otherwise required to be made in respect of notes on a date that is not a business day for the notes may be made on the next
succeeding business day with the same force and effect as if made on that date. No additional interest shall accrue as a result of a delayed payment for the
notes. A business day is defined in the indenture as a day other than a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to close.
The notes will be issued only in fully registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. No service charge will be made for any transfer or exchange of the notes, but we may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or exchange. The notes of each series will be represented by one or more global securities
registered in the name of a nominee of The Depository Trust Company ("DTC"). The notes will be available only in book-entry form. Refer to "Book-
Entry, Delivery and Form" below.
We will initially appoint the trustee at its corporate trust office as a paying agent, transfer agent and registrar for the notes. We will cause each
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transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as we
may prescribe, we will provide for the registration of the notes and registration of transfers of the notes. We may vary or terminate the appointment of any
paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts. We will
provide you with notice of any resignation, termination or appointment of the trustee or any paying agent or transfer agent, and of any change in the office
through which any such agent will act.
Optional Redemption
Prior to February 1, 2024, December 1, 2028, September 1, 2038 and September 1, 2058 (one month, three months, six months and six months
prior to maturity of the 2024 notes, the 2029 notes, the 2039 notes and the 2059 notes, respectively), the notes will be redeemable, as a whole or in part, at
our option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to each registered holder of the series of notes to
be redeemed, at a redemption price equal to the greater of:

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

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·
the sum of the present values of the Remaining Scheduled Payments (as defined below) on the notes being redeemed that would be
due if the notes to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis (assuming a

360-day year consisting of twelve 30-day months) at the Treasury Rate applicable to such notes, plus 10 basis points, 15 basis
points, 15 basis points and 20 basis points for the 2024 notes, the 2029 notes, the 2039 notes and the 2059 notes, respectively,
plus, in each case, accrued and unpaid interest on the principal amount of the notes being redeemed to, but not including, the redemption date.
On or after February 1, 2024, December 1, 2028, September 1, 2038 and September 1, 2058 (one months, three months, six months and six
months prior to maturity of the 2024 notes, the 2029 notes, the 2039 notes and the 2059 notes, respectively), we may redeem the notes, in whole or in part,
at our option, on at least 10 days, but not more than 60 days, prior notice to the registered holders thereof at a redemption price equal to 100% of the
principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the
redemption date. The trustee shall have no responsibility for calculating any redemption price.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker (as defined
below) as having a maturity comparable to the remaining term of the notes being redeemed (assuming the notes matured on the applicable Par Call Date)
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date:

·
the average of the Reference Treasury Dealer Quotations (as defined below) for that redemption date, after excluding the highest

and lowest of such Reference Treasury Dealer Quotations;

·
if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by us; or

·
if only one Reference Treasury Dealer Quotation is received, such quotation.
"Independent Investment Banker" means one of the Reference Treasury Dealers (as defined below), to be appointed by us.
"Par Call Date" means February 1, 2024 with respect to the 2024 notes, December 1, 2028 with respect to the 2029 notes, September 1, 2038
with respect to the 2039 notes and September 1, 2058 with respect to the 2059 notes, the date that is one month, three months, six months and six months
prior to the maturity date of the 2024 notes, the 2029 notes, the 2039 notes and the 2059 notes, respectively.
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer (as defined below) and any redemption date, the
average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to us by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means Merrill Lynch, Pierce, Fenner and Smith Incorporated and one other treasury dealer selected by us, and their
respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer (each, a "Primary
Treasury Dealer"), we will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

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