Bond Boeing 5.705% ( US097023CV59 ) in USD

Boeing

95.32 % ▲

United States

US097023CV59 ( in USD )

5.705% per year ( payment 2 times a year)

30/04/2040

Prospectus brochure of the bond Boeing US097023CV59 en USD 5.705%, maturity 30/04/2040

2 000 USD

3 000 000 000 USD

097023CV5

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/05/2025 ( In 27 days )

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

Boeing's US097023CV59 5.705% bonds, a USD 3,000,000,000 issuance maturing April 30, 2040, with a minimum trading size of 2,000, currently trades at 96.02%, rated BBB- by S&P and Baa3 by Moody's, paying semi-annually.

424B2
424B2 1 d848621d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Offering Price

Registration Fee(1)
4.508% Senior Notes due 2023

$3,000,000,000

$3,000,000,000

$389,400
4.875% Senior Notes due 2025

$3,500,000,000

$3,500,000,000

$454,300
5.040% Senior Notes due 2027

$2,000,000,000

$2,000,000,000

$259,600
5.150% Senior Notes due 2030

$4,500,000,000

$4,500,000,000

$584,100
5.705% Senior Notes due 2040

$3,000,000,000

$3,000,000,000

$389,400
5.805% Senior Notes due 2050

$5,500,000,000

$5,500,000,000

$713,900
5.930% Senior Notes due 2060

$3,500,000,000

$3,500,000,000

$454,300

(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
Filed pursuant to Rule 424(b)(2)
Registration No. 333-219630

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 2017)
$25,000,000,000

The Boeing Company
$3,000,000,000 4.508% Senior Notes due 2023
$3,500,000,000 4.875% Senior Notes due 2025
$2,000,000,000 5.040% Senior Notes due 2027
$4,500,000,000 5.150% Senior Notes due 2030
$3,000,000,000 5.705% Senior Notes due 2040
$5,500,000,000 5.805% Senior Notes due 2050
$3,500,000,000 5.930% Senior Notes due 2060
We are offering $3,000,000,000 aggregate principal amount of our 4.508% senior notes due 2023 (the "2023 notes"), $3,500,000,000 aggregate principal amount of
our 4.875% senior notes due 2025 (the "2025 notes"), $2,000,000,000 aggregate principal amount of our 5.040% senior notes due 2027 (the "2027 notes"), $4,500,000,000 aggregate
principal amount of our 5.150% senior notes due 2030 (the "2030 notes"), $3,000,000,000 aggregate principal amount of our 5.705% senior notes due 2040 (the "2040 notes"),
$5,500,000,000 aggregate principal amount of our 5.805% senior notes due 2050 (the "2050 notes") and $3,500,000,000 aggregate principal amount of our 5.930% senior notes due
2060 (the "2060 notes" and, together with the 2023 notes, the 2025 notes, the 2027 notes, the 2030 notes, the 2040 notes and the 2050 notes, the "notes").
The 2023 notes will mature on May 1, 2023. The 2025 notes will mature on May 1, 2025. The 2027 notes will mature on May 1, 2027. The 2030 notes will mature
on May 1, 2030. The 2040 notes will mature on May 1, 2040. The 2050 notes will mature on May 1 , 2050. The 2060 notes will mature on May 1, 2060.
We will pay interest on the notes on each May 1 and November 1, commencing on November 1, 2020.
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 are no public markets 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-8 of this prospectus supplement and in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020.
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.
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2

Per
Per
Per
Per
Per
Per
Per
2023
2025
2027
2030
2040
2050
2060

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Price to Public (1)
100.000% $3,000,000,000 100.000% $3,500,000,000 100.000% $2,000,000,000 100.000% $4,500,000,000 100.000% $3,000,000,000 100.000% $5,500,000,000 100.000% $3,500,000,000
Underwriting Discounts

0.250% $
7,500,000
0.350% $
12,250,000
0.400% $
8,000,000
0.450% $
20,250,000
0.750% $
22,500,000
0.875% $
48,125,000
0.925% $
32,375,000
Proceeds, before expenses, to
The Boeing Company
99.750% $2,992,500,000 99.650% $3,487,750,000 99.600% $1,992,000,000 99.550% $4,479,750,000 99.250% $2,977,500,000 99.125% $5,451,875,000 99.075% $3,467,625,000

(1) Plus accrued interest from May 4, 2020, 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 S.A. and the Euroclear Bank, S.A./N.V., against payment on or about May 4, 2020.
Joint Book-Running Managers

Citigroup

BofA Securities

J.P. Morgan

Wells Fargo Securities
BNP PARIBAS

Deutsche Bank Securities

Goldman Sachs & Co. LLC

Mizuho Securities

Morgan Stanley

RBC Capital Markets

SMBC Nikko
The date of this prospectus supplement is April 30, 2020.
Table of Contents
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
FORWARD-LOOKING STATEMENTS
S-2
SUMMARY
S-4
RISK FACTORS
S-8
USE OF PROCEEDS
S-12
DESCRIPTION OF NOTES
S-13
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-22
UNDERWRITING
S-27
LEGAL MATTERS
S-38
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
WHERE YOU CAN FIND MORE INFORMATION
19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
20
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
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.

S-i
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. Any distributor subject to Directive 2014/65/EU (as amended, "MiFID II") subsequently offering, selling or
recommending the notes is responsible for undertaking its own target market assessment in respect of the notes and determining the appropriate distribution
channels for the purposes of the MiFID II product governance rules under Commission Delegated Directive (EU) 2017/593 ("Delegated Directive").
Neither Boeing nor any of the underwriters make any representations or warranties as to a distributor's compliance with the Delegated Directive.
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in any Relevant State. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the notes or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the
notes or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation.

S-1
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement or included or incorporated by reference in the accompanying prospectus may be "forward-
looking statements" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Words such as "may," "should," "expects," "intends," "projects," "plans," "believes," "estimates," "targets," "anticipates"
and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based upon assumptions about future events
that may not be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to
predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Any forward-looking
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
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, risks related to the factors set forth below and other important factors disclosed previously and
from time-to-time in our other filings with the SEC:

·
the COVID-19 pandemic and related government actions, including with respect to our operations and access to suppliers, our

liquidity and access to funding, the health of our customers and suppliers and future demand for our products and services;

·
the 737 MAX, including the timing and conditions of 737 MAX regulatory approvals, delays in the resumption of production,

lower than planned production rates and/or delivery rates, and increased considerations to customers and suppliers;

·
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;

S-2
Table of Contents

·
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,

epidemics, sanctions or natural disasters;

·
work stoppages or other labor disruptions;

·
substantial pension and other postretirement benefit obligations; and

·
potential environmental liabilities.

S-3
Table of Contents
SUMMARY
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
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-8 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 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-4
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
$25,000,000,000 aggregate principal amount of notes, consisting of:

·
$3,000,000,000 aggregate principal amount of 4.508% senior notes due 2023;

·
$3,500,000,000 aggregate principal amount of 4.875% senior notes due 2025;

·
$2,000,000,000 aggregate principal amount of 5.040% senior notes due 2027;

·
$4,500,000,000 aggregate principal amount of 5.150% senior notes due 2030;

·
$3,000,000,000 aggregate principal amount of 5.705% senior notes due 2040;

·
$5,500,000,000 aggregate principal amount of 5.805% senior notes due 2050; and

·
$3,500,000,000 aggregate principal amount of 5.930% senior notes due 2060.

Maturity Date
The 2023 notes will mature on May 1, 2023, the 2025 notes will mature on May 1, 2025, the 2027 notes
will mature on May 1, 2027, the 2030 notes will mature on May 1, 2030, the 2040 notes will mature on
May 1, 2040, the 2050 notes will mature on May 1, 2050 and the 2060 notes will mature on May 1, 2060,
unless the notes are redeemed in whole as described below under "Description of Notes--
Optional Redemption."
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2

Interest Rate
The 2023 notes will bear interest from May 4, 2020 at the rate of 4.508% per annum, payable semi-
annually in arrears.

The 2025 notes will bear interest from May 4, 2020 at the rate of 4.875% per annum, payable semi-

annually in arrears.

The 2027 notes will bear interest from May 4, 2020 at the rate of 5.040% per annum, payable semi-

annually in arrears.

The 2030 notes will bear interest from May 4, 2020 at the rate of 5.150% per annum, payable semi-

annually in arrears.

The 2040 notes will bear interest from May 4, 2020 at the rate of 5.705% per annum, payable semi-

annually in arrears.

The 2050 notes will bear interest from May 4, 2020 at the rate of 5.805% per annum, payable semi-

annually in arrears.

The 2060 notes will bear interest from May 4, 2020 at the rate of 5.930% per annum, payable semi-

annually in arrears.

Interest Rate Adjustment
The interest rate payable on each series of the notes will be subject to adjustment based on certain rating
events. See "Description of Notes--Interest Rate Adjustment Based on Certain Rating Events."

S-5
Table of Contents
Interest Payment Dates
May 1 and November 1 of each year, commencing on November 1, 2020.

Use of Proceeds
We expect the net proceeds from this offering to be approximately $24,811 million, after deducting the
underwriting discounts and our estimated offering expenses totaling approximately $38 million. We intend
to use the net proceeds from this offering for general corporate purposes. 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.

Prior to the applicable Par Call Date (as defined below) of the 2023 notes, the 2025 notes, the 2027 notes,
the 2030 notes, the 2040 notes, the 2050 notes and the 2060 notes, respectively, such 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 below) on the
notes to be redeemed that would be due if the notes to be redeemed matured on the applicable Par

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

On or after the applicable Par Call Date of the 2023 notes, the 2025 notes, the 2027 notes, the 2030 notes,
the 2040 notes, the 2050 notes and the 2060 notes, respectively, we may redeem such 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.

The present value of the Remaining Scheduled Payments on the notes will be determined by discounting
the remaining principal and interest payments to the redemption date on a semi-annual basis (assuming a
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
360-day year consisting of twelve 30-day months), using the Treasury Rate (as defined below) applicable

to such notes, plus 50 basis points, 50 basis points, 50 basis points, 50 basis points, 50 basis points, 50
basis points and 50 basis points for the 2023 notes, the 2025 notes, the 2027 notes, the 2030 notes, the 2040
notes, the 2050 notes and the 2060 notes, respectively.

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.

S-6
Table of Contents
Certain Covenants
The indenture governing the notes limits our ability and the ability of our subsidiaries, among other things,
to:

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

·
engage in certain sale and leaseback transactions.

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

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

Additional Notes
We may, without notice to or consent of the holders or beneficial owners of any series of the notes, issue
additional notes in a separate offering having the same ranking, interest rate, maturity and other terms as
the notes of a particular series.

The notes of such series and any such additional notes will constitute a single series under the indenture.

No Listing
We do not intend to list the notes on any securities exchange or automated dealer quotation system. The
notes will be new securities for which there currently are no public markets. 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-8 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-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
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, 2019 and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, as well as those risk factors included below. 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 COVID-19
We face significant risks related to the spread of the novel coronavirus ("COVID-19") and the recent developments surrounding the global pandemic
have had, and will continue to have, significant effects on our business, financial condition, results of operations, and cash flows. These risks include
impacts attributable to the suspension of operations at several of our production sites and potential limits on our near-term access to liquidity due to
challenges in the credit markets. We also face significant risks related to the global economic downturn and severe reduction in commercial air traffic
caused by the pandemic. These risks include materially reduced demand for our products and services, increased instability in our supply chain, and
challenges to the ongoing viability of some of our customers. We may face similar risks in connection with any future public health crises.
The COVID-19 pandemic has subjected our business, operations, financial performance, cash flows and financial condition to a number of risks, including,
but not limited to those discussed below.
Operations-related risks: As a result of the COVID-19 pandemic, we are facing increased operational challenges from the need to protect employee health
and safety, production site shutdowns, workplace disruptions and restrictions on the movement of people, raw materials and goods, both at our own
facilities and at our customers and suppliers. In particular, we have suspended operations in Puget Sound and South Carolina as well as at several other key
production sites. We have not previously experienced a complete suspension of our operations at these production sites and we are unable to predict when
operations will fully resume or what the ongoing impact of COVID-19-related operating restrictions will be. For example, even at production facilities that
remain open, we may experience additional operating costs due to social distancing requirements or other factors related to COVID-19 restrictions. Our
ability to predict the impact of the suspension on our business, operations, financial performance and financial condition is uncertain. We consult regularly
with relevant federal, state, and municipal health authorities regarding the COVID-19 pandemic, and we may suspend operations at additional production
sites based on their recommendations and/or workplace disruptions caused by COVID-19.
Many of our suppliers have also suspended operations, and may experience additional disruptions in the coming months. These actions have significantly
increased the costs required to meet our contractual commitments, and have had, and will likely continue to have, severe adverse impacts on our delivery
schedule in future periods and our ability to provide services to our customers and make progress on key development programs. The ultimate significance
of these disruptions to our business, financial condition, results of operations, and cash flows will depend greatly on how long the disruptions continue.
Any prolonged suspension of operations or delayed recovery in our operations, and/or any similar delay with respect to resumption of operations by one or
more of our key suppliers, or the failure of any of our key suppliers, would result in further challenges to our business, leading to a further material adverse
effect on our business, financial condition, results of operations, and cash flows.

S-8
Table of Contents
Liquidity- and funding-related risks: The COVID-19 pandemic has also had a significant impact on, and created significant uncertainty regarding, our
liquidity. During the first quarter of 2020, net cash used by operating activities was $4.3 billion. At March 31, 2020, cash and short-term investments
totaled $15.5 billion. Our debt balance totaled $38.9 billion at March 31, 2020, up from $27.3 billion at December 31, 2019. We expect negative operating
cash flows in future quarters until deliveries resume and ramp up, and we will need to obtain additional financing in order to fund our operations and
obligations. Due to uncertainty related to COVID-19 and its impact on us and the aerospace industry, and the volatility in the capital markets generally,
access to credit markets may be reduced and we may have difficulty obtaining financing on terms acceptable to us or at all. In addition, certain of our
customers may also be unable to make timely payments to us. We are currently considering a range of options to provide us with additional liquidity, such
as additional issuances of public debt and/or various forms of debt supported by the U.S. Treasury Department or Federal Reserve System. However, a
number of factors could make it difficult for us to obtain sufficient funding from these and/or other sources in order to support our operations. These
factors include further disruptions in the global capital markets, a lack of access to U.S. government-backed funding, and/or continued declines in our
financial performance, outlook or credit ratings. The occurrence of any or all of these events would be expected to adversely affect our ability to fund our
operations and contractual commitments. In addition, downgrades in our credit ratings could adversely affect our cost of funds and related margins,
liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse impact on our businesses.
Customer-related risks: Commercial air traffic has fallen dramatically due to the COVID-19 pandemic. While this trend has impacted passenger traffic
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
most severely, near-term cargo traffic has also fallen significantly due to the global economic downturn and the reduction in cargo capacity on passenger
airplanes. Most airlines have significantly reduced their capacity, and many could implement further reductions in the near future. These capacity changes
are causing, and are expected to continue to cause, negative impacts to our customers' revenue, earnings, and cash flow, and in some cases may threaten
the future viability of some of our customers, potentially causing defaults within our customer financing portfolio, which was $2.3 billion as of March 31,
2020 and/or requiring us to remarket aircraft currently in backlog. Our customers may also lack sufficient liquidity to purchase new aircraft due to impacts
from the pandemic. We are also observing a significant increase in the number of requests for payment deferrals, contract modifications, lease
restructurings and similar actions, and these trends may lead to additional charges, impairments and other adverse financial impacts in our business over
time.
In addition to the near-term impact, there is risk that the industry implements longer-term strategies involving reduced capacity, shifting route patterns, and
mitigation strategies related to impacts from COVID-19 and the risk of future public health crises. As a result, there is significant uncertainty with respect
to when commercial air traffic levels will begin to recover, and whether and at what point capacity will return to and/or exceed pre-COVID-19 levels. The
COVID-19 outbreak also has increased, and its aftermath is also expected to continue to increase uncertainty with respect to global trade volumes, putting
significant negative pressure on cargo traffic. Any of these factors would have a significant impact on the demand for both single-aisle and wide-body
commercial aircraft, as well as for the services we provide to commercial airlines. In addition, a lengthy period of reduced industry-wide demand for
commercial aircraft would put additional pressure on our suppliers, resulting in increased procurement costs and/or additional supply chain disruption. To
the extent that the COVID-19 outbreak or its aftermath further impacts demand for our products and services or impairs the viability of some of our
customers and/or suppliers, our financial condition, results of operations, and cash flows could be adversely affected, and those impacts could be material.
Other risks: The magnitude and duration of the global COVID-19 pandemic is uncertain. As the pandemic continues to adversely affect our business and
operating and financial results, it also is expected to have the effect of heightening many of the other risks described in the risk factors in our Annual
Report on Form 10-K for the year ended December 31, 2019. Further, the COVID-19 pandemic may also affect our operating and financial results in a
manner that is not presently known to us or that we currently do not expect to present significant risks to our operations or financial results.

S-9
Table of Contents
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 March 31,
2020, our subsidiaries had approximately $0.2 billion of outstanding debt.
Negative covenants in the indenture will have a limited effect.
The indenture governing the notes contains only limited negative covenants that apply to us and our subsidiaries. These covenants do not limit
the amount of additional debt that we may incur and do not require us to maintain any financial ratios or specific levels of net worth, revenues, income,
cash flows or liquidity. Accordingly, the indenture does not protect holders of the notes in the event we experience significant adverse changes in our
financial condition or results of operations. See the sections titled "Description of Debt Securities--Limitation on Liens" and "Description of Debt
Securities--Sale and Leaseback Transactions" in the accompanying prospectus. In light of the limited negative covenants applicable to the notes, holders of
the notes may be structurally or contractually subordinated to new lenders.
An increase in market interest rates could result in a decrease in the value of the 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 new issues of securities for which currently there are no trading markets. We do not intend to apply for listing of the notes on any
securities exchange or any automated quotation system. The underwriters have advised us that they currently intend to make a market in each series of
notes. However, the underwriters are not obligated to do so, and any market-making with respect to any series of notes may be discontinued at any time
without notice. Accordingly, there can be no assurance that trading markets for the notes will ever develop or will be maintained. Further, there can be no
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

424B2
assurance as to the liquidity of any markets 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 markets 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-10
Table of Contents
Our credit ratings may not reflect all risks of your investment in the notes, and negative changes in our credit ratings may adversely affect your
investments in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to structure or
marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the
issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
As a result of general economic uncertainty and the impact of the COVID-19, rating agencies have recently lowered our rating. S&P Global
Ratings lowered our rating from A- to BBB with a negative outlook, and from BBB with a negative outlook to BBB- with a stable outlook, on March 16,
2020 and April 29, 2020, respectively. On April 20, 2020, Moody's Investors Service lowered our rating from Baa1 to Baa2 with a negative outlook. Any
further actual or anticipated negative changes or downgrades in our credit ratings or ratings outlook or watch, including any announcement that our ratings
are under further review for a downgrade, could increase our corporate borrowing costs and affect the market value of the notes. In particular, the interest
rate payable on the notes offered hereby is subject to adjustment depending upon the ratings assigned to such notes as described in "Description of the
Notes--Interest Rate Adjustment of the Notes Based on Certain Rating Events."

S-11
Table of Contents
USE OF PROCEEDS
We expect the net proceeds from this offering to be approximately $24,811 million, after deducting the underwriting discounts and our
estimated offering expenses totaling approximately $38 million. We intend to use the net proceeds from this offering for general corporate purposes.

S-12
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.
https://www.sec.gov/Archives/edgar/data/12927/000119312520131122/d848621d424b2.htm[5/4/2020 8:33:32 AM]

Document Outline

#1">
- #1">