BA Boeing Co

On November 2, 2020, The Boeing Company (the “Company”) issued $4,900,000,000 in aggregate principal amount of senior notes (the “Notes”) consisting of (1) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 1.950% per annum and will mature on February 1, 2024 (the “2024 Notes”), (2) $1,400,000,000 in aggregate principal amount that bear interest at the rate of 2.750% per annum and will mature on February 1, 2026 (the “2026 Notes”), (3) $1,100,000,000 in aggregate principal amount that bear interest at the rate of 3.250% per annum and will mature on February 1, 2028 (the “2028 Notes”) and (4) $1,400,000,000 in aggregate principal amount that bear interest at the rate of 3.625% per annum and will mature on February 1, 2031 (the “2031 Notes”). Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2021. The interest rate payable on the Notes will be subject to adjustment based on certain rating events. 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, as supplemented by an Officers’ Certificate, dated November 2, 2020, pursuant to Sections 102, 301 and 303 of the Indenture (the “Officers’ Certificate”) establishing the terms and providing for the issuance of the Notes. The sale of the Notes was made pursuant to the terms of a Purchase Agreement (the “Purchase Agreement”), dated October 29, 2020, by and among the Company and with respect to each of the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes, Wells Fargo, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., 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 October 29, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2020 (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. 333-240300), as filed with the SEC on August 3, 2020. The Company has filed with the SEC a Prospectus dated August 3, 2020, a Preliminary Prospectus Supplement dated October 29, 2020, a Free Writing Prospectus dated October 29, 2020, 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. The above description of the terms of the Notes is qualified in its entirety by the Form of Note for the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes filed as Exhibits 4.1 through 4.4 hereto, and the Officers’ Certificate filed as Exhibit 4.5 hereto, each of which is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated November 2, 2020, 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.