PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 2017)
The Boeing Company
$5,500,000,000
$750,000,000 2.300% Senior Notes due 2021
$1,000,000,000 2.700% Senior Notes due 2027
$750,000,000 2.950% Senior Notes due 2030
$750,000,000 3.250% Senior Notes due 2035
$1,250,000,000 3.750% Senior Notes due 2050
$1,000,000,000 3.950% Senior Notes due 2059
We are offering $750,000,000 aggregate principal amount of our 2.300% senior notes due 2021 (the 2021 notes),
$1,000,000,000 aggregate principal amount of our 2.700% senior notes due 2027 (the 2027 notes), $750,000,000 aggregate principal amount of our 2.950% senior notes due 2030 (the 2030 notes), $750,000,000
aggregate principal amount of our 3.250% senior notes due 2035 (the 2035 notes), $1,250,000,000 aggregate principal amount of our 3.750% senior notes due 2050 (the 2050 notes), and $1,000,000,000 aggregate principal
amount of our 3.950% senior notes due 2059 (the 2059 notes and, together with the 2021 notes, the 2027 notes, the 2030 notes, the 2035 notes and the 2050 notes, the notes).
The 2021 notes will mature on August 1, 2021. The 2027 notes will mature on February 1, 2027. The 2030 notes
will mature on February 1, 2030. The 2035 notes will mature on February 1, 2035. The 2050 notes will mature on February 1, 2050. The 2059 notes will mature on August 1, 2059.
We will pay interest on the 2021 notes, the 2027 notes, the 2030 notes, the 2035 notes, the 2050 notes and the 2059 notes on
each February 1 and August 1, commencing on February 1, 2020.
We may redeem the 2021 notes, the
2027 notes, the 2030 notes, the 2035 notes, the 2050 and the 2059 notes prior to maturity, in whole or in part, at the respective redemption prices set forth herein. See Description of NotesOptional 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, 2018 and our
Quarterly Report on
Form 10-Q
for the fiscal quarter ended June 30, 2019.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per 2021
Note
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Total
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Per 2027
Note
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Total
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Per 2030
Note
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Total
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Per 2035
Note
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Total
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Per 2050
Note
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Total
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Per 2059
Note
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Total
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Price to Public(1)
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99.996
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%
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$
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749,970,000
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99.730
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%
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$
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997,300,000
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99.883
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%
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$
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749,122,500
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99.843
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%
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$
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748,822,500
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99.155
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%
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$
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1,239,437,500
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99.065
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%
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$
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990,650,000
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Underwriting Discounts
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0.200
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%
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$
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1,500,000
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0.400
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%
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$
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4,000,000
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0.450
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%
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$
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3,375,000
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0.600
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%
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$
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4,500,000
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0.875
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%
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$
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10,937,500
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0.925
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%
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$
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9,250,000
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Proceeds, before expenses, to The Boeing Company
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99.796
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%
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$
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748,470,000
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99.330
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%
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$
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993,300,000
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99.433
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%
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$
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745,747,500
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99.243
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%
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$
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744,322,500
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98.280
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%
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$
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1,228,500,000
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98.140
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%
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$
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981,400,000
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(1) Plus accrued interest from July 31, 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 accounts of its participants, including Clearstream Banking S.A. and the Euroclear Bank, S.A./N.V., against payment on or about July 31, 2019.
Joint Book-Running Managers for the 2021 Notes
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J.P. Morgan
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Barclays
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RBC Capital Markets
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Lloyds Securities
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SunTrust Robinson Humphrey
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US Bancorp
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Joint Book-Running Managers for the 2027 Notes
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J.P. Morgan
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Mizuho Securities
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MUFG
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BofA Merrill Lynch
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BBVA
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Santander
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Joint Book-Running Managers for the 2030 Notes
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J.P. Morgan
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Deutsche Bank Securities
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Wells Fargo Securities
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Citigroup
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COMMERZBANK
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SOCIETE GENERALE
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Joint Book-Running Managers for the 2035 Notes
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J.P. Morgan
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Credit Suisse
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SMBC Nikko
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Credit Agricole CIB
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Mizuho Securities
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Santander
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Joint Book-Running Managers for the 2050 Notes
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J.P. Morgan
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BofA Merrill Lynch
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Morgan Stanley
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BBVA
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BNP PARIBAS
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Credit Suisse
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Joint Book-Running Managers for the 2059 Notes
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J.P. Morgan
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Citigroup
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Goldman Sachs & Co. LLC
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BNP PARIBAS
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SMBC Nikko
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SOCIETE GENERALE
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The date of this prospectus supplement is July 29, 2019.