Obligation Boing 3.75% ( US097023BC87 ) en USD

Boing

100 % ⇌

Etas-Unis

US097023BC87 ( en USD )

3.75% par an ( paiement semestriel )

20/11/2016 - Obligation échue

Prospectus brochure de l'obligation Boeing US097023BC87 en USD 3.75%, échue

2 000 USD

500 000 000 USD

097023BC8

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

Boeing est un important fabricant américain d'avions commerciaux et militaires, de systèmes de défense et de sécurité, et de lanceurs spatiaux.

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023BC87, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/11/2016

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023BC87, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Boing ( Etas-Unis ) , en USD, avec le code ISIN US097023BC87, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement with Base Prospectus
Page 1 of 48
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT WITH BASE PROSPECTUS
Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Amount of
Title of Each Class of
to be
Maximum
Aggregate
Registration
Securities to be Registered
Registered
Offering Price
Offering Price
Fee(1)
1.875% Senior Notes due 2012
$ 700,000,000
99.401%
$ 695,807,000
$38,826.03
3.750% Senior Notes due 2016
$ 500,000,000
98.397%
$ 491,985,000
$27,452.76
Total
$1,200,000,000
$1,187,792,000
$66,278.79

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157790
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 9, 2009)
LOGO
The Boeing Company
$1,200,000,000
$700,000,000 1.875% Senior Notes due 2012
$500,000,000 3.750% Senior Notes due 2016

We are offering $700,000,000 of our 1.875% Senior Notes due 2012 (the "2012 notes") and $500,000,000 of our 3.750% Senior
Notes due 2016 (the "2016 notes" and, together with the 2012 notes, the "notes").
The 2012 notes will mature on November 20, 2012 and the 2016 notes will mature on November 20, 2016, in each case, unless
redeemed earlier. We will pay interest on the notes semi-annually in arrears on May 20 and November 20 of each year, beginning May
20, 2010. Interest on the notes will accrue from November 20, 2009.
We may redeem each series of notes at any time prior to maturity, in whole or in part, upon at least 30 days notice, at a
redemption price equal to the principal amount of the notes to be redeemed plus a make-whole premium, together with accrued
interest on such notes to the redemption date. The redemption provisions are more fully described in this prospectus supplement in the
section titled "Description of Notes." The notes will not be listed on any securities exchange. 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 our existing and
future unsecured and unsubordinated indebtedness and will rank senior in right of payment to any future indebtedness that is
subordinated to the notes.
Investing in the notes involves risks. See the section entitled "Risk Factors" beginning on page S-7 of this prospectus
supplement, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and in our Quarterly Reports
on Form 10-Q for the quarterly periods subsequent to such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Per 2012
Per 2016

Note
Total

Note
Total
Price to Public(1)

99.401%
$695,807,000
98.397%
$491,985,000
Underwriting Discounts and Commission

0.250%
$ 1,750,000
0.400%
$ 2,000,000
Proceeds, before expenses, to The Boeing Company

99.151%
$694,057,000
97.997%
$489,985,000
(1) Plus accrued interest from November 20, 2009, if settlement occurs after that date.
We urge you to carefully read this prospectus supplement and the accompanying prospectus which will describe the terms of the
offering before you make your investment decision.

The underwriters expect to deliver the notes to purchasers in book-entry form only, through the facilities of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme and the Euroclear Bank, S.A./N.V.,
against payment on or about November 20, 2009.
Joint Book-Running Managers

Barclays Capital

Citi
RBS
BNP PARIBAS
Wells Fargo Securities
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The date of this prospectus supplement is November 17, 2009
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement

S-1
Forward-Looking Statements

S-2
Summary

S-4
Risk Factors

S-7
Use of Proceeds

S-8
Description of Notes

S-9
Certain United States Federal Income Tax Considerations

S-13
Underwriting

S-17
Legal Matters

S-21
Prospectus

About this Prospectus

i
Our Company

1
Risk Factors

1
Use of Proceeds

1
Forward-Looking Statements

1
Ratio of Earnings to Fixed Charges

2
Description of Debt Securities

3
Plan of Distribution

18
Legal Matters

19
Experts

19
Where You Can Find More Information

20
Incorporation of Certain Information By Reference

20
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
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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.

S-1
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FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and in the accompanying prospectus may be forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Words such as
"expects," "intends," "plans," "projects," "believes," "estimates," "targets," "anticipates," and similar expressions are used to identify
these forward-looking statements. Forward-looking statements are based upon assumptions about future events that may not be
accurate. These statements are not guarantees of future performance and 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. As a result, these statements speak to events only as of the date they are made and we undertake no obligations to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by federal securities laws. Specific factors that could cause actual results to differ materially from forward-looking statements include,
but are not limited to, those set forth below and other important factors disclosed previously and from time-to-time in our other filings
with the SEC:

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

· the impact on our accounts receivable, customer financing portfolios and allowance for losses of customer defaults and

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

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

in our contracts with commercial airplane and defense customers;

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

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

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

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

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

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

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

U.S. and international government customers affecting Boeing defense programs;

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

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

· the effect of trade and globalization on long-term growth in passenger and cargo traffic;

· the effect of world trade and credit availability on air cargo traffic;

· the effect of declines in aircraft valuations;

· the impact of airline traffic volumes and revenue yields on near-term global airline profitability;

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

· the availability of commercial and government financing and the extent to which we are called upon to fund outstanding

financing commitments or satisfy other financing requests, and our ability to satisfy those requirements;

· the continuation of historical costs for fleet support services;

S-2
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· the receipt of estimated award and incentive fees on U.S. government contracts;

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

· the potential for technical or quality issues on development programs, including the Airborne Early Warning and Control

program, International KC-767 Tanker, other fixed-price development programs, or commercial satellite programs, to affect
schedule and cost estimates, or cause us to incur a material charge or experience a termination for default;

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

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

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

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

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

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

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

S-3
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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-7 of this prospectus
supplement and in our periodic reports filed with the SEC.
The Boeing Company
The Boeing Company is one of the world's major aerospace firms. Our Commercial Airplanes segment is involved in
developing, producing and marketing commercial jet aircraft and providing related support services, principally to the
commercial airline industry worldwide. Our Integrated Defense Systems segments are principally involved in the research,
development, production, modification and support of the following products and related systems and services: military aircraft,
including fighters, transports, tankers, intelligence surveillance and reconnaissance aircraft, and helicopters; unmanned systems;
missiles; space systems; missile defense systems; satellites and satellite launch vehicles; and communications, information and
battle management systems. Our Boeing Capital Corporation segment facilitates, arranges, structures and provides selective
financing solutions, primarily for our Commercial Airplanes segment customers, and arranges and structures financing solutions
for our Integrated Defense Systems segment government customers.
The Boeing Company was incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. We
have a principal executive office located at 100 N. Riverside, Chicago, Illinois, U.S.A. 60606, telephone number (312) 544-2000.
We maintain an Internet website at http://www.boeing.com. We have not incorporated by reference into this prospectus
supplement the information on our website, and you should not consider it to be a part of this prospectus supplement.
The information above concerning The Boeing Company is only a summary and does not purport to be comprehensive. For
additional information about The Boeing Company, you should refer to the information described in "Where You Can Find More
Information" in the accompanying prospectus.
Recent Developments
Two purported class actions have recently been filed in the United States District Courts in the Northern and Southern
Districts of Illinois alleging, among other things, that the Company and certain officers made misleading statements regarding the
status of the Company's 787 program. The Company believes that the lawsuits are without merit and will vigorously defend
them.

S-4
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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
$1,200,000,000 aggregate principal amount of notes, consisting of:

· $700,000,000 aggregate principal amount of 2012 notes

· $500,000,000 aggregate principal amount of 2016 notes
Maturity Date
The 2012 notes mature on November 20, 2012 and the 2016 notes mature on
November 20, 2016, unless such series of notes is redeemed in whole as described

below under "Description of Notes--Optional Redemption."
Interest Rate
The 2012 notes will bear interest from November 20, 2009 at the rate of 1.875% per
annum, payable semi-annually in arrears and the 2016 notes will bear interest from
November 20, 2009 at the rate of 3.750% per annum, payable semi-annually in

arrears.
Interest Payment Dates
Interest will be paid on May 20 and November 20 of each year, beginning on May

20, 2010.
Use of Proceeds
We expect the net proceeds from this offering to be approximately $1,183,242,000,
after deducting the underwriting discounts and commissions and our estimated
offering expenses totaling approximately $0.8 million. We intend to use the net
proceeds from this offering for general corporate purposes which could include
investments in working capital, capital expenditures, pension funding, repayment of
debt, acquisitions and other investments in the business. 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."
Optional Redemption
The notes will be redeemable at our option, in whole or in part, at any time and from
time to time. See the section titled "Description of Notes--Optional Redemption" in

this prospectus supplement.
Upon redemption, we will pay a redemption price equal to the greater of:

· 100% of the principal amount of the notes then outstanding of such

series to be redeemed; or
· the sum of the present values of the Remaining Scheduled Payments (as
defined in this prospectus supplement) of principal and interest on the
notes to be redeemed,

plus, in each case, accrued and unpaid interest on the principal amount being

redeemed to, but not including, the redemption date.
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 15 basis points with

respect to the 2012 notes and plus 25 basis points with respect to the 2016 notes.

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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-7 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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