On May 18, 2016, The Boeing Company (the Company) issued $1,200,000,000
in aggregate principal amount of senior notes (the Notes) consisting of (1) $400,000,000 in aggregate principal amount that bear interest at the rate of 1.875% per annum and will mature on June 15, 2023 (the 2023
Notes), (2) $400,000,000 in aggregate principal amount that bear interest at the rate of 2.250 % per annum and will mature on June 15, 2026 (the 2026 Notes) and (3) $400,000,000 in aggregate principal amount
that bear interest at the rate of 3.375% per annum and will mature on June 15, 2046 (the 2046 Notes). Interest on the Notes is payable semiannually in arrears on June 15 and December 15 of each year, beginning on
December 15, 2016. The Notes are unsecured and have the same rank as the Companys 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 May 16, 2016, by and among the Company and (a) with respect to the 2023 Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells
Fargo Securities, LLC, (b) with respect to the 2026 Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC and (c) with respect to the 2046 Notes, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the purchasers named therein. The Company may redeem the Notes in whole or in part, upon at least 30 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 May 16, 2016, as filed with the Securities and Exchange Commission (the
SEC) on May 17, 2016 (the Final Prospectus Supplement).
The Notes were registered under the Securities Act of 1933, as
amended, pursuant to the Companys Registration Statement on Form S-3 (Registration No. 333-202311), as filed with the SEC on February 26, 2015. The Company has filed with the SEC a Prospectus dated February 26, 2015, a
Preliminary Prospectus Supplement dated May 16, 2016, a Free Writing Prospectus dated May 16, 2016, 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 May 18, 2016, 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.