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BOEING CO Capital/Financing Update 2018

Oct 29, 2018

14815_rns_2018-10-29_db1e504b-29d6-4ea4-9f75-98c16e6f1e84.zip

Capital/Financing Update

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Filed Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-219630

Issuer Free Writing Prospectus, dated October 29, 2018

The Boeing Company

Final Term Sheet

$350,000,000 3.450% Senior Notes due 2028

Summary of Final Terms

Dated October 29, 2018

Issuer The Boeing Company
Principal Amount $350,000,000
Trade Date October 29, 2018
Settlement Date (T+2) October 31, 2018
Maturity Date November 1, 2028
Treasury Benchmark 2.875% due August 15, 2028
Treasury Price / Yield 98-09+ / 3.077%
Spread to Treasury +67 bps
Reoffer Yield 3.747%
Price to Public 1 97.541%
Gross Fee Spread 0.450%
Coupon (Interest Rate) 3.450%
Interest Payment Dates May 1 and November 1
First Interest Payment Date May 1, 2019
Call Provision MWC @ T+10 bps at any time prior to August 1, 2028 (three months prior to maturity); par call at any time on or after August 1, 2028
CUSIP / ISIN 097023CA1 / US097023CA13
Joint Book-Running Managers Morgan Stanley & Co. LLC Merrill
Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. SMBC Nikko Securities America,
Inc.
Senior Co-Managers Barclays Capital Inc. BBVA Securities Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities
Inc. Goldman Sachs & Co. LLC ICBC Standard Bank Plc 2 J.P. Morgan Securities LLC

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| | Lloyds Securities Inc. RBC Capital Markets,
LLC Santander Investment Securities Inc. SG Americas
Securities, LLC SunTrust Robinson Humphrey, Inc. U.S. Bancorp
Investments, Inc. |
| --- | --- |
| Co-Managers | ANZ Securities, Inc. BNY Mellon Capital
Markets, LLC Standard Chartered Bank Westpac Capital Markets
LLC |
| Junior Co-Managers | Academy Securities Inc. Apto Partners, LLC Loop Capital Markets LLC MFR Securities, Inc. Penserra Securities LLC R. Seelaus & Co., Inc. Telsey Advisory Group LLC The Williams Capital Group, L.P. Tribal Capital Markets, LLC |

Notes:

1 Plus accrued interest, if any, from October 31, 2018.

2 ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the notes constituting part of its allotment solely outside the United States.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.

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$350,000,000 3.850% Senior Notes due 2048

Summary of Final Terms

Dated October 29, 2018

Issuer The Boeing Company
Principal Amount $350,000,000
Trade Date October 29, 2018
Settlement Date (T+2) October 31, 2018
Maturity Date November 1, 2048
Treasury Benchmark 3.125% due May 15, 2048
Treasury Price / Yield 96-08 / 3.325%
Spread to Treasury +92 bps
Reoffer Yield 4.245%
Price to Public 1 93.333%
Gross Fee Spread 0.875%
Coupon (Interest Rate) 3.850%
Interest Payment Dates May 1 and November 1
First Interest Payment Date May 1, 2019
Call Provision MWC @ T+15 bps at any time prior to May 1, 2048 (six months prior to maturity); par call at any time on or after May 1, 2048
CUSIP / ISIN 097023CB9 / US097023CB95
Joint Book-Running Managers Morgan Stanley & Co. LLC Citigroup
Global Markets Inc. J.P. Morgan Securities LLC Credit Suisse
Securities (USA) LLC Deutsche Bank Securities Inc. Goldman
Sachs & Co. LLC
Senior Co-Managers Barclays Capital Inc. BBVA Securities Inc. BNP Paribas Securities Corp. Commerz Markets LLC Credit Agricole Securities (USA) Inc. ICBC Standard Bank Plc 2 Lloyds Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Santander Investment Securities Inc. SG Americas Securities, LLC

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| | SMBC Nikko Securities America, Inc. SunTrust
Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Wells
Fargo Securities, LLC |
| --- | --- |
| Co-Managers | ANZ Securities, Inc. BNY Mellon Capital
Markets, LLC Standard Chartered Bank Westpac Capital Markets
LLC |
| Junior Co-Managers | Academy Securities Inc. Loop Capital Markets
LLC Drexel Hamilton, LLC Mischler Financial Group, Inc. Multi-Bank Securities, Inc. Penserra Securities LLC Samuel A. Ramirez & Company, Inc. Telsey Advisory Group
LLC The Williams Capital Group, L.P. |

Notes:

1 Plus accrued interest, if any, from October 31, 2018.

2 ICBC Standard Bank Plc is restricted in its U.S. securities dealings under the United States Bank Holding Company Act and may not underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that are offered or sold in the United States. Accordingly, ICBC Standard Bank Plc shall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold by other underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the notes constituting part of its allotment solely outside the United States.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or J.P. Morgan Securities LLC collect at 1-212-834-4533.

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