As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/31/19  Boeing Co                         8-K:8,9     7/29/19   12:571K                                   Donnelley … Solutions/FA

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 i 2019-07-29  i BOEING CO  i false  i 0000012927 0000012927 2019-07-29 2019-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form  i 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

July 29, 2019

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact name of registrant as specified in its charter)

i Delaware		i 1-442		i 91-0425694
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification Number)
i 100 N. Riverside,  i Chicago,  i IL				i 60606-1596
(Address of Principal Executive Offices)				(Zip Code)

 i (312)  i 544-2000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

i ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading  Symbol(s)		Name of each exchange  on which registered
i Common Stock, $5.00 Par Value		i BA		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01.

Other Events.

On July 31, 2019, The Boeing Company (the “Company”) issued $5,500,000,000 in aggregate principal amount of senior notes (the “Notes”) consisting of (1) $750,000,000 in aggregate principal amount that bear interest at the rate of 2.300% per annum and will mature on August 1, 2021 (the “2021 Notes”), (2) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 2.700% per annum and will mature on February 1, 2027 (the “2027 Notes”), (3) $750,000,000 in aggregate principal amount that bear interest at the rate of 2.950% per annum and will mature on February 1, 2030 (the “2030 Notes”), (4) $750,000,000 in aggregate principal amount that bear interest at the rate of 3.250% per annum and will mature on February 1, 2035 (the “2035 Notes”), (5) $1,250,000,000 in aggregate principal amount that bear interest at the rate of 3.750% per annum and will mature on February 1, 2050 (the “2050 Notes”), and (6) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 3.950% per annum and will mature on August 1, 2059 (the “2059 Notes”). Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. The Notes are unsecured and have the same rank as the Company’s other unsecured and unsubordinated debt.

The Notes were issued pursuant to an Indenture dated as of February 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank. The sale of the Notes was made pursuant to the terms of a Purchase Agreement (the “Purchase Agreement”), dated July 29, 2019, by and among the Company and (a) with respect to the 2021 Notes, J.P. Morgan Securities LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, (b) with respect to the 2027 Notes, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc., (c) with respect to the 2030 Notes, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, (d) with respect to the 2035 Notes, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and SMBC Nikko Securities America, Inc., (e) with respect to the 2050 Notes, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, and (f) with respect to the 2059 Notes, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the purchasers named therein. The Company may redeem the Notes in whole or in part, upon at least 10 days’ notice but not more than 60 days’ notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated July 29, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2019 (the “Final Prospectus Supplement”).

The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-219630), as filed with the SEC on August 2, 2017. The Company has filed with the SEC a Prospectus dated August 2, 2017, a Preliminary Prospectus Supplement dated July 29, 2019, a Free Writing Prospectus dated July 29, 2019, and the Final Prospectus Supplement in connection with the public offering of the Notes.

The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated July 31, 2019, to the Company regarding certain legal matters with respect to the offering of the Notes, a copy of which is filed as Exhibit 5.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number				Description
	1.1			Purchase Agreement, dated July 29, 2019, among the Company, and with respect to the 2021 Notes, J.P. Morgan Securities LLC, Barclays Capital Inc. and RBC Capital Markets, LLC, with respect to the 2027 Notes, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc., with respect to the 2030 Notes, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, with respect to the 2035 Notes, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and SMBC Nikko Securities America, Inc., with respect to the 2050 Notes, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, and with respect to the 2059 Notes, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the purchasers named therein.
	5.1			Opinion of Kirkland & Ellis LLP.
	23.1			Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: July 31, 2019