8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 30, 2020

Date of Report (Date of earliest event reported) April 30, 2020

The Boeing Company

(Exact name of registrant as specified in its charter)

Delaware	1-442	91-0425694
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification Number)

100 N. Riverside, Chicago, IL	60606-1596
(Address of Principal Executive Offices)	(Zip Code)

(312) 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:

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

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

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

☐ 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
Common Stock, $5.00 Par Value	BA	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  ☐

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 1.01. Entry into a Material Contract.

On May 4, 2020, The Boeing Company (the “Company”) issued $25,000,000,000 in aggregate principal amount of senior notes (the “Notes”) consisting of (1) $3,000,000,000 in aggregate principal amount that bear interest at the rate of 4.508% per annum and will mature on May 1, 2023 (the “2023 Notes”), (2) $3,500,000,000 in aggregate principal amount that bear interest at the rate of 4.875% per annum and will mature on May 1, 2025 (the “2025 Notes”), (3) $2,000,000,000 in aggregate principal amount that bear interest at the rate of 5.040% per annum and will mature on May 1, 2027 (the “2027 Notes”), (4) $4,500,000,000 in aggregate principal amount that bear interest at the rate of 5.150% per annum and will mature on May 1, 2030 (the “2030 Notes”), (5) $3,000,000,000 in aggregate principal amount that bear interest at the rate of 5.705% per annum and will mature on May 1, 2040 (the “2040 Notes”), (6) $5,500,000,000 in aggregate principal amount that bear interest at the rate of 5.805% per annum and will mature on May 1, 2050 (the “2050 Notes”), and (7) $3,500,000,000 in aggregate principal amount that bear interest at the rate of 5.930% per annum and will mature on May 1, 2060 (the “2060 Notes”). Interest on the Notes is payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2020. 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 May 4, 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 April 30, 2020, by and among the Company and with respect to each of the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes, Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, 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 April 30, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on May 1, 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. 333-219630), 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 April 30, 2020, a Free Writing Prospectus dated April 30, 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 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes filed as Exhibits 4.1 through 4.7 hereto, and the Officers’ Certificate filed as Exhibit 4.8 hereto, each of which is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated May 4, 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.

Item 2.03 Creation of a Direct Financial Obligation of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
	1.1	Purchase Agreement, dated April 30, 2020, among the Company, and with respect to each of the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes, Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the purchasers named therein.
	4.1	Form of Note for the 4.508% Senior Notes due 2023 (included in Exhibit 4.8).
	4.2	Form of Note for the 4.875% Senior Notes due 2025 (included in Exhibit 4.8).
	4.3	Form of Note for the 5.040% Senior Notes due 2027 (included in Exhibit 4.8).
	4.4	Form of Note for the 5.150% Senior Notes due 2030 (included in Exhibit 4.8).
	4.5	Form of Note for the 5.705% Senior Notes due 2040 (included in Exhibit 4.8).
	4.6	Form of Note for the 5.805% Senior Notes due 2050 (included in Exhibit 4.8).
	4.7	Form of Note for the 5.930% Senior Notes due 2060 (included in Exhibit 4.8).
	4.8	Officers’ Certificate pursuant to Sections 102, 301 and 303 of the Indenture, dated May 4, 2020.
	5.1	Opinion of Kirkland & Ellis LLP.
	23.1	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

THE BOEING COMPANY
By:	/s/ Grant M. Dixton
	Grant M. Dixton
	Senior Vice President, General Counsel and Corporate Secretary

Dated: May 4, 2020

EX-1.1

Exhibit 1.1

THE BOEING COMPANY

Unsecured Debt Securities

PURCHASE AGREEMENT

April 30, 2020

The Boeing Company

100 North Riverside

Chicago, Illinois 60606

Ladies and Gentlemen:

Referring to the Unsecured Debt Securities of The Boeing Company (the “Company”) covered by the registration statement on Form S-3ASR (Registration No. 333-219630) (such registration statement, including (i) the prospectus included therein (the “Base Prospectus”), and (ii) all documents filed as part thereof or incorporated by reference therein including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act of 1933, as amended (the “Securities Act”) to be part of the registration statement at the time of its effectiveness, and at each deemed effective date with respect to the Purchasers (as defined below) pursuant to Rule 430B(f)(2) of the Securities Act, are hereinafter collectively called the “Registration Statement”). The Base Prospectus (i) as supplemented by the prospectus supplement dated April 30, 2020 specifically relating to the Purchased Notes (as defined below) in the form first filed under Rule 424(b) under the Securities Act (or in the form first made available to the Purchasers (as defined below) by the Company to meet the requests of purchasers pursuant to Rule 173 under the Securities Act) and (ii) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein are hereinafter collectively called the “Prospectus,” and the preliminary form of the Prospectus is hereinafter called the “Preliminary Prospectus.” For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and “Time of Sale Prospectus” means the Preliminary Prospectus together with each free writing prospectus, if any, identified in Schedule B hereto. “Time of Sale” means 5:30 p.m. (Eastern Time) on the date of this Agreement. Any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein.

On the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions herein set forth, the purchaser or purchasers named in Schedule A hereto (the “Purchasers”) agree to purchase, severally and not jointly, and the Company agrees to sell to the Purchasers, severally and not jointly, the respective principal amounts of the Company’s 4.508% Senior Notes due 2023 (the “2023 Notes”), 4.875% Senior Notes due 2025 (the “2025 Notes”), 5.040% Senior Notes due 2027 (the “2027 Notes”), 5.150% Senior Notes due 2030 (the “2030 Notes”), 5.705% Senior Notes due 2040 (the “2040 Notes), 5.805% Senior Notes due 2050 (the “2050 Notes”) and 5.930% Senior Notes due 2060 (the “2060 Notes” and, together with the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes, the “Purchased Notes”) set forth opposite the name of each Purchaser on Schedule A hereto. The Purchased Notes will have the terms as set forth in the Pricing Term Sheet on Schedule B hereto.

The price at which the Purchased Notes shall be purchased from the Company by the Purchasers shall be 99.750% of the principal amount of the 2023 Notes, 99.650% of the principal amount of the 2025 Notes, 99.600% of the principal amount of the 2027 Notes, 99.550% of the principal amount of the 2030 Notes, 99.250% of the principal amount of the 2040 Notes, 99.125% of the principal amount of the 2050 Notes and 99.075% of the principal amount of the 2060 Notes, plus, in each case, accrued interest, if any, from May 4, 2020 to the date of delivery. The initial public offering price shall be 100.000% of the principal amount of the 2023 Notes, 100.000% of the principal amount of the 2025 Notes, 100.000% of the principal amount of the 2027 Notes, 100.000% of the principal amount of the 2030 Notes, 100.000% of the principal amount of the 2040, 100.000% of the principal amount of the 2050 and 100.000% of the principal amount of the 2060 Notes, plus, in each case, accrued interest, if any, from May 4, 2020 to the date of delivery. The Purchased Notes will be offered by the Purchasers as set forth in the Time of Sale Prospectus relating to the Purchased Notes.

The Company understands that the Purchasers intend to make a public offering of the Purchased Notes as soon after the effectiveness of this Agreement as in the judgment of the Purchasers is advisable, and initially to offer the Purchased Notes on the terms set forth in the Time of Sale Prospectus. The Company acknowledges and agrees that the Purchasers may offer and sell Purchased Notes to or through any affiliate of a Purchaser and that any such affiliate may offer and sell Purchased Notes purchased by it to or through any Purchaser.

If we are acting as Representatives (as defined on the signature pages hereto) for the several Purchasers named in Schedule A hereto, we represent that we are authorized to act for such several Purchasers in connection with the transactions contemplated in this Agreement, and that, if there are more than one of us, any action under this Agreement taken by any of us will be binding upon all the Purchasers.

All of the provisions contained in the document entitled “The Boeing Company Standard Purchase Provisions,” a copy of which is attached hereto, are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that references in Section 10 of “The Boeing Company Standard Purchase Provisions” with respect to this Agreement only, are references to the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes separately and Section 10 shall apply to each such series separately and not to all such series together.

Each Purchaser that is not a U.S. registered broker-dealer, represents that if it sells Purchased Notes in the United States it will do so through one or more U.S. registered broker-dealers as permitted by the Financial Industry Regulatory Authority regulations.

Each Purchaser hereby agrees that it will not offer, sell or deliver any of the Purchased Notes in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its resale of the Purchased Notes in such jurisdictions. Each Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. Each Purchaser agrees not to cause any advertisement of the Purchased Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Purchased Notes, except in any such case with the prior express written consent of the Company and the Representatives acting on behalf of the Purchasers, with respect to the 2023 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2025 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2027 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2030 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2040 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2050 Notes and the Representatives acting on behalf of the Purchasers, with respect to the 2060 Notes, and then only at its own risk and expense.

The Company authorizes the Purchasers to make such public disclosure of information relating to stabilization of the Purchased Notes as is required by applicable law and regulation.

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

a. the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of the Underwriters to the Company under this agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

i. the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

ii. the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations;

iii. the cancellation of the BRRD Liability;

iv. the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

b. the terms of this Agreement may be varied, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

For purposes of this section, the following definitions shall apply:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Underwriters.

Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under this Agreement, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

The “Closing Date” shall be: May 4, 2020

The place to which the

Purchased Notes may be

checked, packaged and

delivered shall be:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attention: Robert M. Hayward

Notices to the Purchasers shall be sent to the Representatives at the following addresses or telecopier numbers:

Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013	BofA Securities, Inc. 50 Rockefeller Plaza NY1-050-12-01 New York, NY 10020 Fax: 212-901-7881	J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179
Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, NC 28202

With a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attention: Lisa L. Jacobs

(Remainder of page intentionally left blank)

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms.

Very truly yours,

[Signature page to the Note Purchase Agreement]

The foregoing Purchase

Agreement is hereby confirmed

as of the date first above

written

THE BOEING COMPANY

By:	/s/ David A. Dohnalek
	Name:    David A. Dohnalek
	Title:      Senior Vice President, Finance and               Treasurer

Signature page to the Note Purchase Agreement

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms.

For themselves, and acting on behalf of and as “Representatives” of the several Purchasers named in Schedule A hereto, with respect to the 2023 Notes, 2025 Notes, 2027 Notes, 2030 Notes, 2040 Notes, 2050 Notes and 2060 Notes.

Citigroup Global Markets Inc.

By:	/s/ Brian D. Bednarski
	Name: Brian D. Bednarski
	Title:    Managing Director

BofA Securities, Inc.

By:	/s/ Jay Johnston
	Name: Jay Johnston
	Title:    Managing Director

J.P. Morgan Securities LLC

By:	/s/ Stephen Sheiner
	Name: Stephen Sheiner
	Title:    Executive Director

Wells Fargo Securities, LLC

By:	/s/ Carolyn Hurley
	Name: Carolyn Hurley
	Title:    Director

SCHEDULE A

Name of Purchaser	Principal Amount of 2023 Notes
Citigroup Global Markets Inc.	$	306,750,000
BofA Securities, Inc.		300,000,000
J.P. Morgan Securities LLC		300,000,000
Wells Fargo Securities, LLC		300,000,000
BNP Paribas Securities Corp.		135,000,000
Deutsche Bank Securities Inc.		135,000,000
Goldman Sachs & Co. LLC		135,000,000
Mizuho Securities USA LLC		135,000,000
Morgan Stanley & Co. LLC		135,000,000
RBC Capital Markets, LLC		135,000,000
SMBC Nikko Securities America, Inc.		135,000,000
BBVA Securities Inc.		79,500,000
Commerz Markets LLC		79,500,000
Credit Agricole Securities (USA) Inc.		79,500,000
Credit Suisse Securities (USA) LLC		79,500,000
MUFG Securities Americas Inc.		79,500,000
Santander Investment Securities Inc.		79,500,000
SG Americas Securities, LLC		79,500,000
ANZ Securities, Inc.		15,000,000
Banca IMI S.p.A.		15,000,000
Barclays Capital Inc.		15,000,000
ICBC Standard Bank Plc		15,000,000
Lloyds Securities Inc.		15,000,000
PNC Capital Markets LLC		15,000,000
Standard Chartered Bank		15,000,000
SunTrust Robinson Humphrey, Inc.		15,000,000
U.S. Bancorp Investments, Inc.		15,000,000
Westpac Capital Markets LLC		15,000,000
Academy Securities, Inc.		6,750,000
Apto Partners, LLC		6,750,000
Bancroft Capital LLC		6,750,000
Blaylock Van, LLC		6,750,000
Cabrera Capital Markets LLC		6,750,000
CastleOak Securities, L.P.		6,750,000
C.L. King & Associates, Inc.		6,750,000
Drexel Hamilton, LLC		6,750,000
Great Pacific Securities		6,750,000
Guzman & Company		6,750,000
Loop Capital Markets LLC		6,750,000
MFR Securities, Inc.		6,750,000

Mischler Financial Group, Inc.		6,750,000
Multi-Bank Securities, Inc.		6,750,000
Penserra Securities LLC		6,750,000
R. Seelaus & Co., LLC		6,750,000
Samuel A. Ramirez & Company, Inc.		6,750,000
Siebert Williams Shank & Co., LLC		6,750,000
Stern Brothers & Co.		6,750,000
Telsey Advisory Group LLC		6,750,000
Tribal Capital Markets, LLC		6,750,000
Total	$	3,000,000,000

Name of Purchaser	Principal Amount of 2025 Notes
Citigroup Global Markets Inc.	$	357,875,000
BofA Securities, Inc.		350,000,000
J.P. Morgan Securities LLC		350,000,000
Wells Fargo Securities, LLC		350,000,000
BNP Paribas Securities Corp.		157,500,000
Deutsche Bank Securities Inc.		157,500,000
Goldman Sachs & Co. LLC		157,500,000
Mizuho Securities USA LLC		157,500,000
Morgan Stanley & Co. LLC		157,500,000
RBC Capital Markets, LLC		157,500,000
SMBC Nikko Securities America, Inc.		157,500,000
BBVA Securities Inc.		92,750,000
Commerz Markets LLC		92,750,000
Credit Agricole Securities (USA) Inc.		92,750,000
Credit Suisse Securities (USA) LLC		92,750,000
MUFG Securities Americas Inc.		92,750,000
Santander Investment Securities Inc.		92,750,000
SG Americas Securities, LLC		92,750,000
ANZ Securities, Inc.		17,500,000
Banca IMI S.p.A.		17,500,000
Barclays Capital Inc.		17,500,000
ICBC Standard Bank Plc		17,500,000
Lloyds Securities Inc.		17,500,000
PNC Capital Markets LLC		17,500,000
Standard Chartered Bank		17,500,000
SunTrust Robinson Humphrey, Inc.		17,500,000
U.S. Bancorp Investments, Inc.		17,500,000
Westpac Capital Markets LLC		17,500,000
Academy Securities, Inc.		7,875,000
Apto Partners, LLC		7,875,000
Bancroft Capital LLC		7,875,000
Blaylock Van, LLC		7,875,000
Cabrera Capital Markets LLC		7,875,000
CastleOak Securities, L.P.		7,875,000
C.L. King & Associates, Inc.		7,875,000
Drexel Hamilton, LLC		7,875,000
Great Pacific Securities		7,875,000
Guzman & Company		7,875,000
Loop Capital Markets LLC		7,875,000
MFR Securities, Inc.		7,875,000
Mischler Financial Group, Inc.		7,875,000
Multi-Bank Securities, Inc.		7,875,000
Penserra Securities LLC		7,875,000
R. Seelaus & Co., LLC		7,875,000

Samuel A. Ramirez & Company, Inc.		7,875,000
Siebert Williams Shank & Co., LLC		7,875,000
Stern Brothers & Co.		7,875,000
Telsey Advisory Group LLC		7,875,000
Tribal Capital Markets, LLC		7,875,000
Total	$	3,500,000,000

Name of Purchaser	Principal Amount of 2027 Notes
Citigroup Global Markets Inc.	$	204,500,000
BofA Securities, Inc.		200,000,000
J.P. Morgan Securities LLC		200,000,000
Wells Fargo Securities, LLC		200,000,000
BNP Paribas Securities Corp.		90,000,000
Deutsche Bank Securities Inc.		90,000,000
Goldman Sachs & Co. LLC		90,000,000
Mizuho Securities USA LLC		90,000,000
Morgan Stanley & Co. LLC		90,000,000
RBC Capital Markets, LLC		90,000,000
SMBC Nikko Securities America, Inc.		90,000,000
BBVA Securities Inc.		53,000,000
Commerz Markets LLC		53,000,000
Credit Agricole Securities (USA) Inc.		53,000,000
Credit Suisse Securities (USA) LLC		53,000,000
MUFG Securities Americas Inc.		53,000,000
Santander Investment Securities Inc.		53,000,000
SG Americas Securities, LLC		53,000,000
ANZ Securities, Inc.		10,000,000
Banca IMI S.p.A.		10,000,000
Barclays Capital Inc.		10,000,000
ICBC Standard Bank Plc		10,000,000
Lloyds Securities Inc.		10,000,000
PNC Capital Markets LLC		10,000,000
Standard Chartered Bank		10,000,000
SunTrust Robinson Humphrey, Inc.		10,000,000
U.S. Bancorp Investments, Inc.		10,000,000
Westpac Capital Markets LLC		10,000,000
Academy Securities, Inc.		4,500,000
Apto Partners, LLC		4,500,000
Bancroft Capital LLC		4,500,000
Blaylock Van, LLC		4,500,000
Cabrera Capital Markets LLC		4,500,000
CastleOak Securities, L.P.		4,500,000
C.L. King & Associates, Inc.		4,500,000
Drexel Hamilton, LLC		4,500,000
Great Pacific Securities		4,500,000
Guzman & Company		4,500,000
Loop Capital Markets LLC		4,500,000
MFR Securities, Inc.		4,500,000
Mischler Financial Group, Inc.		4,500,000
Multi-Bank Securities, Inc.		4,500,000

Penserra Securities LLC		4,500,000
R. Seelaus & Co., LLC		4,500,000
Samuel A. Ramirez & Company, Inc.		4,500,000
Siebert Williams Shank & Co., LLC		4,500,000
Stern Brothers & Co.		4,500,000
Telsey Advisory Group LLC		4,500,000
Tribal Capital Markets, LLC		4,500,000
Total	$	2,000,000,000

Name of Purchaser	Principal Amount of 2030 Notes
Citigroup Global Markets Inc.	$	474,750,000
BofA Securities, Inc.		450,000,000
J.P. Morgan Securities LLC		450,000,000
Wells Fargo Securities, LLC		450,000,000
BNP Paribas Securities Corp.		225,000,000
Deutsche Bank Securities Inc.		225,000,000
Goldman Sachs & Co. LLC		225,000,000
Mizuho Securities USA LLC		225,000,000
Morgan Stanley & Co. LLC		225,000,000
RBC Capital Markets, LLC		225,000,000
SMBC Nikko Securities America, Inc.		225,000,000
BBVA Securities Inc.		119,250,000
Commerz Markets LLC		119,250,000
Credit Agricole Securities (USA) Inc.		119,250,000
Credit Suisse Securities (USA) LLC		119,250,000
MUFG Securities Americas Inc.		119,250,000
Santander Investment Securities Inc.		119,250,000
SG Americas Securities, LLC		119,250,000
ANZ Securities, Inc.		22,500,000
Banca IMI S.p.A.		22,500,000
Barclays Capital Inc.		22,500,000
ICBC Standard Bank Plc		22,500,000
Lloyds Securities Inc.		22,500,000
PNC Capital Markets LLC		22,500,000
Standard Chartered Bank		22,500,000
SunTrust Robinson Humphrey, Inc.		22,500,000
U.S. Bancorp Investments, Inc.		22,500,000
Westpac Capital Markets LLC		22,500,000
Academy Securities, Inc.		10,125,000
Loop Capital Markets LLC		10,125,000
R. Seelaus & Co., LLC		10,125,000
Siebert Williams Shank & Co., LLC		10,125,000
Total	$	4,500,000,000

Name of Purchaser	Principal Amount of 2040 Notes
Citigroup Global Markets Inc.	$	316,500,000
BofA Securities, Inc.		300,000,000
J.P. Morgan Securities LLC		300,000,000
Wells Fargo Securities, LLC		300,000,000
BNP Paribas Securities Corp.		150,000,000
Deutsche Bank Securities Inc.		150,000,000
Goldman Sachs & Co. LLC		150,000,000
Mizuho Securities USA LLC		150,000,000
Morgan Stanley & Co. LLC		150,000,000
RBC Capital Markets, LLC		150,000,000
SMBC Nikko Securities America, Inc.		150,000,000
BBVA Securities Inc.		79,500,000
Commerz Markets LLC		79,500,000
Credit Agricole Securities (USA) Inc.		79,500,000
Credit Suisse Securities (USA) LLC		79,500,000
MUFG Securities Americas Inc.		79,500,000
Santander Investment Securities Inc.		79,500,000
SG Americas Securities, LLC		79,500,000
ANZ Securities, Inc.		15,000,000
Banca IMI S.p.A.		15,000,000
Barclays Capital Inc.		15,000,000
ICBC Standard Bank Plc		15,000,000
Lloyds Securities Inc.		15,000,000
PNC Capital Markets LLC		15,000,000
Standard Chartered Bank		15,000,000
SunTrust Robinson Humphrey, Inc.		15,000,000
U.S. Bancorp Investments, Inc.		15,000,000
Westpac Capital Markets LLC		15,000,000
Academy Securities, Inc.		6,750,000
Loop Capital Markets LLC		6,750,000
R. Seelaus & Co., LLC		6,750,000
Siebert Williams Shank & Co., LLC		6,750,000
Total	$	3,000,000,000

Name of Purchaser	Principal Amount of 2050 Notes
Citigroup Global Markets Inc.	$	592,625,000
BofA Securities, Inc.		550,000,000
J.P. Morgan Securities LLC		550,000,000
Wells Fargo Securities, LLC		550,000,000
BNP Paribas Securities Corp.		275,000,000
Deutsche Bank Securities Inc.		275,000,000
Goldman Sachs & Co. LLC		275,000,000
Mizuho Securities USA LLC		275,000,000
Morgan Stanley & Co. LLC		275,000,000
RBC Capital Markets, LLC		275,000,000
SMBC Nikko Securities America, Inc.		275,000,000
BBVA Securities Inc.		145,750,000
Commerz Markets LLC		145,750,000
Credit Agricole Securities (USA) Inc.		145,750,000
Credit Suisse Securities (USA) LLC		145,750,000
MUFG Securities Americas Inc.		145,750,000
Santander Investment Securities Inc.		145,750,000
SG Americas Securities, LLC		145,750,000
ANZ Securities, Inc.		27,500,000
Banca IMI S.p.A.		27,500,000
Barclays Capital Inc.		27,500,000
ICBC Standard Bank Plc		27,500,000
Lloyds Securities Inc.		27,500,000
PNC Capital Markets LLC		27,500,000
Standard Chartered Bank		27,500,000
SunTrust Robinson Humphrey, Inc.		27,500,000
U.S. Bancorp Investments, Inc.		27,500,000
Westpac Capital Markets LLC		27,500,000
Academy Securities, Inc.		12,375,000
Loop Capital Markets LLC		12,375,000
Siebert Williams Shank & Co., LLC		12,375,000
Total	$	5,500,000,000

Name of Purchaser	Principal Amount of 2060 Notes
Citigroup Global Markets Inc.	$	392,000,000
BofA Securities, Inc.		350,000,000
J.P. Morgan Securities LLC		350,000,000
Wells Fargo Securities, LLC		350,000,000
BNP Paribas Securities Corp.		201,250,000
Deutsche Bank Securities Inc.		201,250,000
Goldman Sachs & Co. LLC		201,250,000
Mizuho Securities USA LLC		201,250,000
Morgan Stanley & Co. LLC		201,250,000
RBC Capital Markets, LLC		201,250,000
SMBC Nikko Securities America, Inc.		201,250,000
Commerz Markets LLC		92,750,000
Credit Agricole Securities (USA) Inc.		92,750,000
ANZ Securities, Inc.		92,750,000
Banca IMI S.p.A.		92,750,000
Barclays Capital Inc.		92,750,000
Standard Chartered Bank		92,750,000
Westpac Capital Markets LLC		92,750,000
Total	$	3,500,000,000

SCHEDULE B

The Boeing Company

Final Term Sheet

$3,000,000,000 4.508% Senior Notes due 2023

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$3,000,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2023
Treasury Benchmark	UST 0.250% due April 15, 2023
Treasury Price / Yield	99-31 1⁄4 / 0.258%
Spread to Treasury	+425 bps
Reoffer Yield	4.508%
Price to Public1	100.000%
Gross Fee Spread	0.250%
Coupon (Interest Rate)	4.508%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to April 1, 2023 (one month prior to maturity); par call at any time on or after April 1, 2023
CUSIP / ISIN	097023 CS2 / US097023CS21
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers

ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC

Junior Co-Managers

Academy Securities, Inc. Apto Partners, LLC Bancroft Capital LLC Blaylock Van, LLC Cabrera Capital Markets LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Drexel Hamilton, LLC Great Pacific Securities Guzman & Company Loop Capital Markets LLC MFR Securities, Inc. Mischler Financial Group, Inc. Multi-Bank Securities, Inc. Penserra Securities LLC R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Stern Brothers & Co. Telsey Advisory Group LLC Tribal Capital Markets, LLC

$3,500,000,000 4.875% Senior Notes due 2025

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$3,500,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2025
Treasury Benchmark	UST 0.500% due March 31, 2025
Treasury Price / Yield	100-19+ / 0.375%
Spread to Treasury	+450 bps
Reoffer Yield	4.875%
Price to Public1	100.000%
Gross Fee Spread	0.350%
Coupon (Interest Rate)	4.875%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to April 1, 2025 (one month prior to maturity); par call at any time on or after April 1, 2025
CUSIP / ISIN	097023 CT0 / US097023CT04
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers

ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC

Junior Co-Managers

Academy Securities, Inc. Apto Partners, LLC Bancroft Capital LLC Blaylock Van, LLC Cabrera Capital Markets LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Drexel Hamilton, LLC Great Pacific Securities Guzman & Company Loop Capital Markets LLC MFR Securities, Inc. Mischler Financial Group, Inc. Multi-Bank Securities, Inc. Penserra Securities LLC R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Stern Brothers & Co. Telsey Advisory Group LLC Tribal Capital Markets, LLC

$2,000,000,000 5.040% Senior Notes due 2027

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$2,000,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2027
Treasury Benchmark	UST 0.625% due March 31, 2027
Treasury Price / Yield	100-18+ / 0.540%
Spread to Treasury	+450 bps
Reoffer Yield	5.040%
Price to Public1	100.000%
Gross Fee Spread	0.400%
Coupon (Interest Rate)	5.040%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to March 1, 2027 (two months prior to maturity); par call at any time on or after March 1, 2027
CUSIP / ISIN	097023 CU7 / US097023CU76
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers

ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC

Junior Co-Managers

Academy Securities, Inc. Apto Partners, LLC Bancroft Capital LLC Blaylock Van, LLC Cabrera Capital Markets LLC CastleOak Securities, L.P. C.L. King & Associates, Inc. Drexel Hamilton, LLC Great Pacific Securities Guzman & Company Loop Capital Markets LLC MFR Securities, Inc. Mischler Financial Group, Inc. Multi-Bank Securities, Inc. Penserra Securities LLC R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC Stern Brothers & Co. Telsey Advisory Group LLC Tribal Capital Markets, LLC

$4,500,000,000 5.150% Senior Notes due 2030

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$4,500,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2030
Treasury Benchmark	UST 1.500% due February 15, 2030
Treasury Price / Yield	108-01+ / 0.650%
Spread to Treasury	+450 bps
Reoffer Yield	5.150%
Price to Public1	100.000%
Gross Fee Spread	0.450%
Coupon (Interest Rate)	5.150%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to February 1, 2030 (three months prior to maturity); par call at any time on or after February 1, 2030
CUSIP / ISIN	097023 CY9 / US097023CY98
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers	ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC
Junior Co-Managers	Academy Securities, Inc. Loop Capital Markets LLC R. Seelaus & Co., LLC Siebert Williams Shank & Co., LLC

$3,000,000,000 5.705% Senior Notes due 2040

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$3,000,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2040
Treasury Benchmark	UST 2.375% due November 15, 2049
Treasury Price / Yield	126-05 / 1.305%
Spread to Treasury	+440 bps
Reoffer Yield	5.705%
Price to Public1	100.000%
Gross Fee Spread	0.750%
Coupon (Interest Rate)	5.705%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to November 1, 2039 (six months prior to maturity); par call at any time on or after November 1, 2039
CUSIP / ISIN	097023 CV5 / US097023CV59
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers	ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC
Junior Co-Managers	Academy Securities, Inc. Loop Capital Markets LLC R. Seelaus & Co., LLC Siebert Williams Shank & Co., LLC

$5,500,000,000 5.805% Senior Notes due 2050

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$5,500,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2050
Treasury Benchmark	UST 2.375% due November 15, 2049
Treasury Price / Yield	126-05 / 1.305%
Spread to Treasury	+450 bps
Reoffer Yield	5.805%
Price to Public1	100.000%
Gross Fee Spread	0.875%
Coupon (Interest Rate)	5.805%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to November 1, 2049 (six months prior to maturity); par call at any time on or after November 1, 2049
CUSIP / ISIN	097023 CW3 / US097023CW33
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	BBVA Securities Inc. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Credit Suisse Securities (USA) LLC MUFG Securities Americas Inc. Santander Investment Securities Inc. SG Americas Securities, LLC

Co-Managers	ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. ICBC Standard Bank Plc2 Lloyds Securities Inc. PNC Capital Markets LLC Standard Chartered Bank3 SunTrust Robinson Humphrey, Inc. U.S. Bancorp Investments, Inc. Westpac Capital Markets LLC
Junior Co-Managers	Academy Securities, Inc. Loop Capital Markets LLC Siebert Williams Shank & Co., LLC

$3,500,000,000 5.930% Senior Notes due 2060

Summary of Final Terms

Dated April 30, 2020

Issuer	The Boeing Company
Principal Amount	$3,500,000,000
Trade Date	April 30, 2020
Settlement Date (T+2)	May 4, 2020
Maturity Date	May 1, 2060
Treasury Benchmark	UST 2.375% due November 15, 2049
Treasury Price / Yield	126-05 / 1.305%
Spread to Treasury	+462.5 bps
Reoffer Yield	5.930%
Price to Public1	100.000%
Gross Fee Spread	0.925%
Coupon (Interest Rate)	5.930%
Interest Payment Dates	May 1 and November 1
First Interest Payment Date	November 1, 2020
Call Provision	MWC @ T+50 bps at any time prior to November 1, 2059 (six months prior to maturity); par call at any time on or after November 1, 2059
CUSIP / ISIN	097023 CX1 / US097023CX16
Joint Book-Running Managers	Citigroup Global Markets Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.
Senior Co-Managers	Commerz Markets LLC Credit Agricole Securities (USA) Inc.
Co-Managers	ANZ Securities, Inc. Banca IMI S.p.A. Barclays Capital Inc. Standard Chartered Bank3 Westpac Capital Markets LLC

Notes:

1 Plus accrued interest, if any, from May 4, 2020.

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 Securities constituting part of its allotment solely outside the United States.

3 Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA.

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 Citigroup Global Markets Inc. toll-free at 1-800-831-9146, BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533 and Wells Fargo Securities, LLC at 1-800-645-3751.

THE BOEING COMPANY

STANDARD PURCHASE PROVISIONS

From time to time, The Boeing Company, a Delaware corporation (“Company”), may enter into purchase agreements that provide for the sale of designated securities to the purchaser or purchasers named therein. The standard provisions set forth herein may be incorporated by reference in any such purchase agreement (“Purchase Agreement”). The Purchase Agreement, including the provisions incorporated therein by reference, is herein sometimes referred to as “this Agreement.” Unless otherwise defined herein, terms defined in the Purchase Agreement are used herein as therein defined.

1. Introductory. The Company proposes to issue and sell from time to time its Unsecured Debt Securities (“Notes”) registered under the registration statement referred to in Section 2(a). The Notes will be issued under an Indenture, dated as of February 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank, as Trustee, as may be supplemented from time to time, (the “Indenture”). The Notes will be sold to the Purchasers (as defined below) for resale in accordance with the terms of the offering determined at the time of the sale. The Notes involved in any such offering are hereinafter referred to as the “Purchased Notes,” and the firm or firms, as the case may be, which agree to purchase the same are hereinafter referred to as the “Purchasers” of such Purchased Notes. The terms “you” and “your” refer to those Purchasers who sign the Purchase Agreement either on behalf of themselves only or on behalf of themselves and as representatives of the several Purchasers named in Schedule A thereto, as the case may be.

2. Representations and Warranties of the Company. The Company represents and warrants to and agrees with each Purchaser that:

(a) A Registration Statement (as defined in the Purchase Agreement) covering an indeterminate amount of the securities of the Company (including the Purchased Notes), including a prospectus has been filed with the Securities and Exchange Commission (“Commission”) and has become effective under the Securities Act of 1933, as amended (the “Securities Act”); no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement. The terms Registration Statement, Time of Sale Prospectus and Prospectus shall have the meanings ascribed to them in the Purchase Agreement.

(b) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder (the “Securities Act Rules and Regulations”). Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if

any, identified in Schedule B to the Purchase Agreement, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. Each free writing prospectus that the Company has filed, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Purchased Notes or until any earlier date that the Company notifies the Purchasers as described in the next sentence, will not contain any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein, the Time of Sale Prospectus, the Prospectus and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. If at any time following issuance of a free writing prospectus that the Company has filed there occurs an event or development as a result of which such free writing prospectus contained an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will promptly notify the Purchasers so that any use of such free writing prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specifically for use therein.

(c) The Registration Statement conforms in all respects to the requirements of the Securities Act and the Securities Act Rules and Regulations and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specifically for use therein. At the Time of Sale, the Time of Sale Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specifically for use therein. The Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoing does not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specifically for use therein. The documents incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus pursuant to Item 12 of Form S-3 of the Securities Act, at the time they were filed with the Commission, complied in all material respects with the requirements of the Exchange Act and the pertinent published rules and regulations thereunder (the “Exchange Act Rules and Regulations”). Any additional documents deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus, will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the Exchange Act Rules and Regulations and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and corporate authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification

except where failure to so qualify would not individually or in the aggregate have a material adverse effect on the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole or on the Company’s ability to perform its obligations under the Purchased Notes and the Indenture in any material respect (a “Material Adverse Effect”).

(e) Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company, if any, (each a “Material Subsidiary” and together the “Material Subsidiaries”) has been duly incorporated and is an existing corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or organization, with power and authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and each Material Subsidiary of the Company is duly qualified to do business as a foreign corporation or other entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where failure to so qualify would not have a Material Adverse Effect; all of the issued and outstanding capital stock or ownership interests of each Material Subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock or ownership interests of each Material Subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens and encumbrances except for such liens or encumbrances that would not have a Material Adverse Effect.

(f) This Agreement has been duly authorized, executed and delivered by the Company.

(g) The Indenture has been duly authorized, executed and delivered by the Company and the Trustee and duly qualified under the Trust Indenture Act 1939, as amended (the “Trust Indenture Act”), and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

(h) The Purchased Notes have been duly authorized and, at the Closing Date (as defined in the Purchase Agreement), will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

(i) The Purchased Notes and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

(j) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Purchased Notes by the Company, except such as have been obtained and made under the Securities Act and the Trust Indenture Act and such as may be required under state securities laws.

(k) The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Purchased Notes and compliance with the terms and provisions thereof have been duly authorized by all necessary corporate action and do not and will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property, or assets of the Company or any Material Subsidiary under (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any Material Subsidiary of the Company (provided however that enforcement of rights to indemnity and contribution in this Agreement may be limited by federal or state securities laws or principles of public policy), or any of their properties, (ii) any material agreement or instrument to which the Company or any such Material Subsidiary is a party or by which the Company or any such Material Subsidiary is bound or to which any of the properties of the Company or any such Material Subsidiary is subject, or (iii) the charter or by-laws of the Company or any such Material Subsidiary except in the case of (i) and (ii) where such breach or violation or default would not have a Material Adverse Effect.

(l) Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its Material Subsidiaries have good and marketable title to all real properties and good title to all other properties and assets owned by them that are material to the business of the Company and its subsidiaries consolidated as a single enterprise, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its Material Subsidiaries hold any leased real or personal property under valid and enforceable leases with such exceptions that are not material to the business of the Company and its subsidiaries consolidated as a single enterprise and that would not materially interfere with the use made or to be made thereof by them.

(m) Neither the Company nor any of its Material Subsidiaries is (i) in violation of its charter or bylaws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound or to which any of their properties may be subject, except in the case of (ii) where such default would not have a Material Adverse Effect.

(n) Except as disclosed in the Time of Sale Prospectus and the Prospectus, the Company and its Material Subsidiaries (i) possess adequate certificates, authorities, licenses, permits, orders or approvals issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them, including, without limitation, from the Federal Aviation Administration, except where the failure to do so would not have a Material Adverse Effect, and (ii) have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its Material Subsidiaries, would have a Material Adverse Effect.

(o) Except as disclosed in the Time of Sale Prospectus and the Prospectus, no strike, lockout, or work stoppage involving the employees of the Company or any Material Subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

(p) Except as disclosed in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(q) Except as disclosed in the Time of Sale Prospectus or the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective officers, in their capacity as such, or any of their respective properties that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under the Indenture, this Agreement, or the Purchased Notes or which are otherwise material in the context of the sale of the Purchased Notes; and no such actions, suits or proceedings are, to the Company’s knowledge, threatened or, contemplated.

(r) The financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments), and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis (except as otherwise noted therein) and the schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein.

(s) Except as disclosed in the Time of Sale Prospectus and the Prospectus, since the date of the latest audited financial statements included in the Time of Sale Prospectus and the Prospectus there has been no material adverse change, nor any development or event reasonably likely to involve a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole.

(t) The Company is not and, after giving effect to the offering and sale of the Purchased Notes and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus, will not be required to register under the Investment Company Act of 1940, as amended.

(u) To the Company’s knowledge, after due inquiry, the accountants who certified the financial statements and supporting schedules included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus are an independent registered public accounting firm as required by the Securities Act and the Exchange Act.

(v) The capitalization of the Company has not materially changed since the date of the Time of Sale Prospectus and the Prospectus.

(w) Neither the Company nor any subsidiary has taken or will take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Purchased Notes.

(x) The Company maintains a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of their disclosure controls and procedures as of December 31, 2008 as required by Rule 13a-15 of the Exchange Act.

(y) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited to policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal controls.

(z) The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Any certificate signed by any officer of the Company or any subsidiary and delivered to the Purchasers or to counsel for the Purchasers shall be deemed a representation and warranty by the Company and not the officer in its individual capacity to the Purchasers as to the matters covered thereby.

3. Delivery and Payment. The Company will deliver the Purchased Notes to you for the accounts of the Purchasers at the offices of the Trustee (at the place specified in the Purchase Agreement) against payment of the purchase price by wire transfer to an account specified by the Company or by certified or official bank check or checks in same day or New York or Chicago Clearing House funds drawn to the order of the Company, at the office of the Company, 100 North Riverside, Chicago, Illinois, 60606, at the time set forth in this Agreement

or at such other time not later than seven full business days thereafter as you and the Company determine, such time being herein referred to as the “Closing Date.” The Purchased Notes to be delivered will be in definitive fully registered form registered in such minimum denominations, of $2,000 and integral multiples of $1,000 thereof, and in such names as you request in writing not later than 3:00 p.m., New York Time, on the second full business day prior to the Closing Date, or, if no such request is received, in the names of the respective Purchasers in the amounts agreed to be purchased by them pursuant to this Agreement. The Company shall make the Purchased Notes available for checking and packaging at the offices of the Trustee (at the place specified in the Purchase Agreement) prior to the Closing Date and, unless prevented from doing so by circumstances beyond its control, not later than 2:00 p.m., New York Time, on the business day next preceding the Closing Date. If you request that any Purchased Notes be issued in a name or names other than that of the Purchaser agreeing to purchase such Purchased Notes hereunder, the Company shall not be obligated to pay any transfer taxes resulting therefrom. The Notes may also be represented by a permanent global Note or Notes, registered in the name of The Depository Trust Company, as depositary (the “Depositary”), or a nominee of the Depositary (each such Note represented by a permanent global Note being referred to herein as a “Book-Entry Note”). Beneficial interests in Book-Entry Notes will only be evidenced by, and transfers thereof will only be effected through, records maintained by the Depositary’s participants.

4. Offering by the Purchasers. The several Purchasers propose to offer the Purchased Notes for sale to the public as set forth in the Time of Sale Prospectus and the Prospectus.

5. Covenants of the Company. The Company covenants and agrees with the several Purchasers that:

(a) It will promptly cause the Preliminary Prospectus and the Prospectus to be filed with the Commission as required by Rule 424.

(b) It will furnish to each Purchaser a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which the Purchasers reasonably object.

(c) It will not take any action that would result in a Purchaser or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of a Purchaser that otherwise would not have been required to be filed thereunder.

(d) For as long as a prospectus relating to the Purchased Notes is required to be delivered under the Securities Act, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Purchasers shall occur which, which in the opinion of the Company or your counsel, should be set forth in a supplement or amendment to the Registration Statement, the Time of Sale Prospectus or the Prospectus in order either to make the Registration Statement, the Time of Sale Prospectus or the Prospectus comply with the requirements of the Securities Act or which would require the making of any change in the Time of Sale Prospectus or the Prospectus so that as thereafter delivered to purchasers such Time of Sale Prospectus or the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will promptly amend or supplement the Registration Statement, the Time of Sale Prospectus or the Prospectus by either (i) preparing and filing with the Commission supplement(s) or amendment(s) to the Registration Statement, the

Time of Sale Prospectus or the Prospectus, or (ii) making an appropriate filing pursuant to the Exchange Act, which will supplement or amend the Registration Statement, the Time of Sale Prospectus or the Prospectus so that, as supplemented or amended, the Time of Sale Prospectus or the Prospectus when the Time of Sale Prospectus or the Prospectus is delivered to a purchaser will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to the Closing Date, the Company will not file any amendment or supplement without first providing the Purchasers with such amendment or supplement and having obtained the Purchasers’ consent to the filing, which consent shall not be unreasonably withheld.

(e) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Securities Act Rules and Regulations (including at the option of the Company Rule 158).

(f) The Company will furnish to you copies of the following documents, in each case as soon as available after filing and in such quantities as you reasonably request (i) the Registration Statement relating to the Notes as originally filed and all post-effective amendments thereto (at least one of which will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission); (ii) each prospectus relating to the Purchased Notes; and (iii) during the time when a prospectus relating to the Purchased Notes is required to be delivered under the Securities Act, all post-effective amendments and supplements to the Registration Statement, the Time of Sale Prospectus or the Prospectus, respectively (except supplements relating to securities that are not Purchased Notes).

(g) During the period of one year after the Closing Date, the Company will furnish to you, and upon request, to each of the other Purchasers (unless such reports are available electronically on the Commission’s website or the Company’s website): (i) as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year, and (ii) as soon as available, a copy of each report or definitive proxy statement of the Company filed with the Commission under the Exchange Act or mailed to shareholders.

(h) Whether or not any sale of the Purchased Notes is consummated, the Company will pay and bear all costs and expenses incident to the performance of its obligations under this Agreement, including (a) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (b) the preparation, and distribution of the Purchased Notes and the Indenture, (c) the delivery of the certificates for the Purchased Notes to the Purchasers, (d) the fees and disbursements of the Company’s counsel and accountants, (e) the delivery to the Purchasers of copies of the Registration Statement as originally filed and the printing and delivery of each amendment thereto, of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, (f) any fees charged by rating agencies for rating the Purchased Notes, and (g) the fees and expenses of the Trustee and any paying agent (including reasonable fees and expenses of any counsel to such parties).

If this Agreement is terminated by the Purchasers in accordance with the provisions of Section 7, the Company shall reimburse the Purchasers for all of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Purchasers.

(i) The Company will not offer or sell any of its other debt securities which are substantially similar to the Purchased Notes prior to ten days after the Closing Date, without the consent of the Purchasers.

(j) The Company will prepare a final term sheet relating to the offering of the Purchased Notes, containing only information that describes the final terms of the Purchased Notes or the offering in a form consented to by the Purchasers, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date the final terms have been established for the offering of the Purchased Notes.

(k) The Company will advise the Purchasers promptly, and confirm such advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective prior to the Closing Date; (ii) when any supplement to the Prospectus or any amendment to the Prospectus or any free writing prospectus has been filed prior to the Closing Date; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information prior to the Closing Date; (iv) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) of the occurrence of any event during the period that a prospectus is required to be delivered as a result of which the Prospectus, the Time of Sale Prospectus or any free writing prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Prospectus or any such free writing prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Purchased Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Purchased Notes and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(l) The Company will qualify the Purchased Notes for offering and sale under the applicable securities laws of such states and other jurisdictions as you may reasonably designate in consultation with the Company and to maintain such qualifications in effect for a period of not less than a year from the date of the Prospectus; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. The Company will also supply you with such information as is necessary for the determination of the legality of the Purchased Notes for investment under the laws of such jurisdictions as you may request.

(m) The Company will use its reasonable best efforts in cooperation with you to permit the Purchased Notes offered and sold in transactions by you to be eligible for clearance and settlement through The Depository Trust Company.

(n) The Company will apply the net proceeds received by it from the sale of the Purchased Notes in the manner specified in the Time of Sale Prospectus and the Prospectus under the heading “Use of Proceeds.”

6. Covenants of the Purchasers. Each Purchaser severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Purchaser that otherwise would not be required to be filed by the Company thereunder, but the for the action of the Purchaser.

7. Conditions of the Obligations of the Purchasers. The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a) On the date of execution of the Purchase Agreement and on the Closing Date, you shall have received from Deloitte & Touche LLP, independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the Securities Act Rules and Regulations, a letter, dated such a date, in form and substance reasonably satisfactory to you containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

(b) The Registration Statement shall remain effective and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued, no proceedings for such purpose shall have been instituted or, to the knowledge of the Company or you, shall be contemplated by the Commission and the Company has not received a notice of objection to the use of the Registration Statement as an automatic shelf registration statement. The Prospectus and each issuer “free writing prospectus” shall have been timely filed with the Commission under the Securities Act, as required; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Purchasers.

(c) Subsequent to the date of this Agreement, there shall not have occurred (A) any change or any development involving a prospective change not contemplated by the Time of Sale Prospectus as of the date of this Agreement in or affecting particularly the business or properties of the Company which, in the judgment of a majority in interest of the Purchasers including you, materially impairs the investment quality of the Purchased Notes, and (B) (i) any downgrading in the rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (registered under Section 15E of the Exchange Act) or (ii) any public announcement that any such organization has under surveillance or review its rating of the Purchased Notes or any other debt securities or

preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook.

(d) You shall have received an opinion, dated the Closing Date, of a counsel for the Company, in substantially the form attached hereto as Exhibit A.

In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of the Company, representatives of the independent registered public accounting firm for the Company and representatives of the Purchasers at which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed; and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (except as to the matters referred to in their opinion), on the basis of the foregoing (relying as to matters of fact to a large extent upon the opinions of officers, counsel and other representatives of the Company), no facts have come to the attention of such counsel which lead such counsel to believe that (a) the Registration Statement, when it became effective and as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Time of Sale Information as of the Time of Sale and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) the Prospectus as of its date and as of the date hereof, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financial data included in the Registration Statement, the Time of Sale Prospectus or Prospectus or incorporated therein or as to the Statement of Eligibility and Qualification on Form T l of the Trustee under the Indenture).

(e) The Purchasers shall have received from counsel for the Purchasers, an opinion dated the Closing Date, with respect to the matters as the Purchasers shall reasonably request and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass on such matters.

(f) You shall have received a certificate of the Chief Executive Officer, President or any Vice President of the Company and a principal financial or accounting officer of the Company, dated the Closing Date, in which such officers shall state, to the best of their knowledge after reasonable investigation, (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, (ii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted, are pending or, to the best knowledge of the Company, threatened by the Commission, and (iv) that, subsequent to the date of the most recent financial statements set forth or incorporated by reference in the Time of Sale Prospectus or the Prospectus, there has been no material adverse change, nor any development or event reasonably likely to involve a prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiaries taken as a whole, except as set forth or contemplated in the Time of Sale Prospectus or the Prospectus.

(g) The Company will furnish you with such conformed copies of such opinions, certificates, letters and documents as you reasonably request.

In case any such condition shall not have been satisfied, this Agreement may be terminated by you upon notice in writing or by telecopy to the Company without liability or obligation on the part of the Company or any Purchaser, except as set forth in Section 12 hereof.

8. Conditions of the Obligations of the Company. The obligations of the Company to sell and deliver the Purchased Notes are subject to the following condition precedent:

Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or you, shall be contemplated by the Commission.

If any such condition shall not have been satisfied, then the Company shall be entitled, by notice in writing or by telecopy to you, to terminate this Agreement without any liability on the part of the Company or any Purchaser, except as set forth in Section 12 hereof.

9. Indemnification.

(a) The Company will indemnify and hold harmless each Purchaser, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), each of its directors and officers and each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Purchaser, Affiliate or such controlling person may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any issuer “free writing prospectus” (or any amendment or supplement thereto), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and will reimburse each Purchaser, Affiliate and each such controlling person for any legal or other expenses reasonably incurred by such Purchaser, Affiliate or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to such Purchaser, Affiliate or controlling person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such documents in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for use therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities to which the Company or any such director, officer or controlling person may become subject, under the Securities Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect

thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any issuer “free writing prospectus” as defined in Rule 433(h) under the Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act or the Prospectus (or any amendment or supplement thereto) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. This indemnity agreement will be in addition to any liability which such Purchaser may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under (a) and (b) above, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section, except to the extent the indemnifying party has been materially prejudiced by such omission. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who may, with the consent of the indemnified party, be counsel to the indemnifying party) and who shall not be counsel to any other indemnified party who may have interests conflicting with those of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel as contemplated by this paragraph, the indemnifying party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the indemnifying party of such request and (ii) the indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement unless the request is being disputed in good faith. No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) If recovery is not available under the foregoing indemnification provisions of this Section, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses, except to the extent that contribution is not permitted under Section 11(f) of the Act. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Purchased Notes (taking into account the portion of the proceeds of the offering realized by each), the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Purchased Notes and the total underwriting discounts and commissions received by the Purchasers in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Purchased Notes. The Company and the Purchasers and such controlling persons agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Purchasers and such controlling persons were treated as one entity for such purpose). Notwithstanding the provisions of this subsection (d), no Purchaser or controlling person shall be required to make contribution hereunder which in the aggregate exceeds the total public offering price of the Purchased Notes, purchased by the Purchaser under this Agreement, less the aggregate amount of any damages which such Purchaser or such controlling person has otherwise been required to pay in respect of the same claim or any substantially similar claim. The Purchasers’ obligations to contribute are several in proportion to their respective underwriting obligations and not joint.

10. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Purchased Notes hereunder and the aggregate principal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount of Purchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaults occur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes by other persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase Purchased Notes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or the Prospectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

11. Termination. This Agreement may be terminated, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities settlement clearance services in the United States; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in each case in the reasonable judgment of the Purchasers, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Purchased Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Prospectus and the Prospectus.

12. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties, and other statements of the Company or its officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser or the Company or any of its officers or directors or any controlling person, and will survive delivery of and payment for the Purchased Notes. If this Agreement is terminated pursuant to Section 7, 8, 10 or 11 or if for any reason the purchase of the Purchased Notes by the Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5(h). In addition, in such event the respective obligations of the Company and the Purchasers pursuant to Section 9 shall remain in effect; provided, however, that each Purchaser will use its best efforts to promptly notify each other Purchaser and each dealer and prospective customer to whom such Purchaser has delivered a Prospectus for the Purchased Notes by telephone or telegraph, confirmed by letter in either case, of such termination or failure to consummate, including in such notice instructions regarding the continued use of the Registration Statement, the Time of Sale Prospectus, the Prospectus, or any amendment or supplement thereto.

13. Notices. All communications hereunder will be in writing, and, if sent to the Purchasers will be delivered or telecopied and confirmed to the address furnished in writing for the purpose of such communications hereunder, or, if sent to the Company, will be delivered or telecopied and confirmed to it, attention of Treasurer at 100 North Riverside, Chicago, Illinois 60606, telecopier (312) 544-2399, with a copy to Corporate Secretary at the same address, telecopier (312) 544-2829.

14. Successors. This Purchase Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 9, and no other person will have any right or obligation hereunder.

15. WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE PURCHASERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

16. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Purchased Notes, represents the entire agreement between the Company and the Purchasers with respect to the preparation of the Time of Sale Prospectus and the Prospectus, the conduct of the offering, and the purchase and sale of the Purchased Notes.

(b) The Company acknowledges that in connection with the offering of the Purchased Notes: (i) the Purchasers have acted at arm’s-length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Purchasers owe the Company only those duties and obligations set forth in this Agreement and prior written agreements to the extent not superseded by this Agreement), if any, and (iii) the Purchasers may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Purchasers arising from an alleged breach of fiduciary duty in connection with the offering of the Purchased Notes.

17. Construction. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflicts of law provisions that would apply the laws of another jurisdiction.

18. Counterparts. This Agreement may be executed in one or more counterparts and it is not necessary that the signatures of all parties appear on the same counterpart, but such counterparts together shall constitute but one and the same agreement.

19. Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

EXHIBIT A

1. Based solely on our review of the Delaware Certificate, the Company has been duly incorporated and is validly existing and in good standing under the General Corporation Law of the State of Delaware.

2. The Indenture has been duly authorized, executed and delivered by the Company and is a valid instrument, legally binding on the Company and enforceable in accordance with its terms.

3. The issuance and sale of the Purchased Notes have been duly authorized by all necessary corporate action of the Company. The Purchased Notes (assuming that they have been duly authenticated by the Trustee or a duly designated Authentication Agent under the Indenture, which fact we have not verified by an inspection of the Purchased Notes) have been duly issued and constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, and are entitled to the benefits provided by the Indenture.

4. To our knowledge, the Company is not required to obtain any consent, approval, authorization or order of any governmental agency for the execution, delivery and performance by the Company of the Purchase Agreement, the Indenture and the Purchased Notes, the issuance and sale of the Purchased Notes being issued and sold by the Company under the Purchase Agreement and the Indenture, except for the registration of the Purchased Notes under the Securities Act, the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and such consents, approvals, authorizations or orders as may be required under applicable state securities laws in connection with the purchase and distribution of the Purchased Notes by the Purchasers.

5. The Registration Statement (as of its effective date) and the Prospectus (as of the date of the Purchase Agreement and as of the Closing Date), appeared on their faces to have complied as to form in all material aspects to the requirements of the Securities Act and the rules and regulations promulgated thereunder, except that, in each case, we do not express any opinion as to any financial statements or supporting schedules (or any notes to any such statements or schedules) or other financial information, in each case, in (or omitted from) the Registration Statement or the Prospectus.

6. The performance by the Company of its obligations under the Purchase Agreement and the performance by the Company of its obligations under the Indenture will not result in a breach of any of the terms and provisions of, the Company’s Charter or By-Laws, any provision of any Specified Contract (provided that we express no opinion as to compliance with any financial test or cross-default provision in such Specified Contract) or result in a violation of the Specified Laws.

7. The Purchase Agreement has been duly authorized, executed and delivered by the Company.

8. The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Description of Notes,” and under the caption “Description of Debt Securities” of the Time of Sale Prospectus and the Prospectus insofar as they purport to constitute a summary of the terms of the Indenture and the Purchased Notes, are correct in all material respects. The statements in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as such statements constitute summaries of legal matters referred to therein, correctly summarize in all material respects the legal matters referred to therein.

9. To our knowledge, there are no legal or governmental proceedings that are pending against the Company or any of its subsidiaries or to which any property of the Company or any of its subsidiaries is subject that has caused us to conclude that such proceeding is required by Item 103 of Regulation S-K promulgated under the Securities Act to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus but is not so described.

10. The Company is not and, after giving effect to the offering and sale of the Purchased Notes and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, will not be an “investment company” required to register as such under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder.

11. The Company’s Annual Report on Form 10-K for the most recently ended fiscal year as filed with the Commission complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, except that we do not express any opinion as to any financial statements or supporting schedules (or any notes to any such statements or schedules) or other financial information therein (or omitted therefrom).

12. The Indenture has been duly qualified under the Trust Indenture Act.

EX-4.8

Exhibit 4.8

THE BOEING COMPANY

Officers’ Certificate

(Sections 102, 301 and 303 of Indenture)

David A. Dohnalek, Senior Vice President and Treasurer, and Ruud P. Roggekamp, Assistant Treasurer, Corporate Finance, Banking, Risk Management and Insurance of The Boeing Company, a Delaware corporation (the “Company”), pursuant to Sections 102, 301 and 303 of the Senior Indenture dated as of February 1, 2003 (the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (the “Trustee”), each hereby certifies, with respect to the $3,000,000,000 aggregate principal amount of 4.508% Senior Notes due 2023, the $3,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2025, the $2,000,000,000 aggregate principal amount of 5.040% Senior Notes due 2027, the $4,500,000,000 aggregate principal amount of 5.150% Senior Notes due 2030, the $3,000,000,000 aggregate principal amount of 5.705% Senior Notes due 2040, the $5,500,000,000 aggregate principal amount of 5.805% Senior Notes due 2050 and the $3,500,000,000 aggregate principal amount of 5.930% Senior Notes due 2060 (together, the “Notes”), established by or pursuant to resolutions of the Board of Directors of the Company (the “Board of Directors”) adopted at meetings held on June 26, 2017 and April 27, 2020 (including a written concurrence, dated April 30, 2020, of the Chairman of the Board and the Chairman of the Finance Committee) and by written consent on April 30, 2020 by the Pricing Committee established by the Board of Directors (the “Pricing Committee”), as follows:

1. Examinations and Conditions Precedent.

(a)    Each of the undersigned has read the provisions of Sections 102, 301 and 303 of the Indenture and the definitions in the Indenture relating thereto;

(b)    In connection with the issuance of the Notes, each of the undersigned has examined (i) the resolutions adopted by the Board of Directors at meetings held on June 26, 2017 and April 27, 2020 (including a written concurrence, dated April 30, 2020, of the Chairman of the Board and the Chairman of the Finance Committee) and by written consent on April 30, 2020 by the Pricing Committee, (ii) the Indenture, and (iii) such other related documents as deemed necessary or appropriate as a basis for the statements hereinafter expressed;

(c)    In the opinion of each of the undersigned, such examination or investigation is sufficient to enable the undersigned to express an informed opinion as to whether all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) to the Trustee’s or its designated agent’s authentication and delivery of the Notes have been complied with;

(d)    In the opinion of each of the undersigned, all such conditions precedent of the Indenture, as they relate to the issuance, authentication and delivery of the Notes, have been complied with; and

(e)    To the best of the knowledge of each of the undersigned, the Company is not in default under the provisions of the Indenture and no event has occurred which is, or after notice or lapse of time would become, an Event of Default with respect to any of the Securities.

2. Terms of the Notes.

(a)    The terms and conditions of the Notes were duly approved and authorized by the Pricing Committee on April 30, 2020 in accordance with resolutions adopted by the Board of Directors on June 26, 2017 and April 27, 2020 (including a written concurrence, dated April 30, 2020 of the Chairman of the Board and the Chairman of the Finance Committee) and such terms and conditions are set forth in the resolutions of the Pricing Committee duly adopted on April 30, 2020, copies of which are attached hereto as Exhibit A.

(b)    The title of the Notes shall be: 4.508% Senior Notes due 2023 (the “2023 Notes”), 4.875% Senior Notes due 2025 (the “2025 Notes”), 5.040% Senior Notes due 2027 (the “2027 Notes”), 5.150% Senior Notes due 2030 (the “2030 Notes”), 5.705% Senior Notes due 2040 (the “2040 Notes”), 5.805% Senior Notes due 2050 (the “2050 Notes”) and 5.930% Senior Notes due 2060 (the “2060 Notes”). The 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes each constitute a series of Securities defined in the Indenture.

(c)    The aggregate principal amount to be authenticated and delivered pursuant to the Indenture on the date hereof shall be $3,000,000,000 for the 2023 Notes, $3,500,000,000 for the 2025 Notes, $2,000,000,000 for the 2027 Notes, $4,500,000,000 for the 2030 Notes, $3,000,000,000 for the 2040 Notes, $5,500,000,000 for the 2050 Notes and $3,500,000,000 for the 2060 Notes (except for the Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 and except for any Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered under the Indenture). The principal amounts of the Notes that may be issued from time to time after the date hereof is otherwise unlimited.

(d)    The principal amount of the 2023 Notes shall be payable on May 1, 2023, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2025 Notes shall be payable on May 1, 2025, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2027 Notes shall be payable on May 1, 2027, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2030 Notes shall be payable on May 1, 2030, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2040 Notes shall be payable on May 1, 2040, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2050 Notes shall be payable on May 1, 2050, subject to the provisions of the Indenture, unless earlier redeemed. The principal amount of the 2060 Notes shall be payable on May 1, 2060, subject to the provisions of the Indenture, unless earlier redeemed.

(e)    Interest on the Notes will accrue from May 4, 2020 with respect to the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes. The 2023 Notes will bear interest at 4.508% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2023 Notes. The 2025 Notes will bear interest at 4.875% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on

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November 1, 2020, as set forth in the attached forms of the 2025 Notes. The 2027 Notes will bear interest at 5.040% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2027 Notes. The 2030 Notes will bear interest at 5.150% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2030 Notes. The 2040 Notes will bear interest at 5.705% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2040 Notes. The 2050 Notes will bear interest at 5.805% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2050 Notes. The 2060 Notes will bear interest at 5.930% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on November 1, 2020, as set forth in the attached forms of the 2060 Notes.

(f)    Interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency (as defined below)) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the notes is decreased to a rating set forth in the immediately following table, the interest rate on the notes will increase such that it will equal the interest rate payable on the notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

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For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency (as defined below)), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes

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from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

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7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

(g)    The Regular Record Dates (as defined in the Indenture) for the 2023 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2025 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2027 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2030 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2040 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2050 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2060 Notes shall be April 15 or October 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable.

(h)    Each of the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes, the 2050 Notes and the 2060 Notes will be represented by one or more Global

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Securities (“Global Notes”) as described under the caption “Description of Notes” in the prospectus supplement dated April 30, 2020 to the base prospectus dated August 2, 2017.

(i)    The Notes shall be issued as Registered Securities only.

(j)    Except as provided below, owners of beneficial interests in the Global Notes will not be entitled to have Notes represented by the Global Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in definitive form and will not be considered the owners or holders thereof under the Indenture.

(k)    Individual certificates in respect of the Notes will not be issued in exchange for the Global Notes, except in very limited circumstances. If The Depository Trust Company (“DTC”) notifies the Company that it is unwilling or unable to continue as a clearing system in connection with the Global Notes, or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and a successor clearing system is not appointed by the Company within 90 days after the Company receives such notice from DTC, or upon the Company’s becoming aware that DTC is no longer so registered, or if the Company determines not to have the Notes represented by a global note and notifies the Trustee of the Company’s decision, the Company will issue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the Notes represented by such Global Notes upon delivery of such Global Notes for cancellation. In the event that individual certificates are issued, holders of the Notes will be able to receive payments (including principal and interest) on the Notes and effect transfer of the Notes at the offices of the Company’s Paying Agent, The Bank of New York Mellon Trust Company, N.A.

(l)    Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment or by deposit with the Trustee of a sum sufficient to pay (i) any overdue interest so declared due and payable, (ii) the amount of principal so declared due and payable, (iii) the amount of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable) and (iii) the occurrence of certain other events as set forth in the Indenture, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Notes shall terminate.

(m)    The Notes shall be issued in the form of one or more fully registered global securities; the initial depositary for the Notes shall be DTC, and the Notes shall be registered in the name of Cede & Co. as a nominee of DTC; and as provided in Section 305 of the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable in the manner specified in Section 305.

(n)    The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this certificate or any document to be signed in connection with this certificate, including by the Trustee, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, this Section

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(n) shall be deemed to amend the (1) first paragraph of Section 303 of the Indenture (i) to permit electronic signatures of the Notes by the officers specified therein (ii) to remove the requirement that the corporate seal be affixed to the signature page of the Notes and attested by the Company’s Secretary or Assistant Secretary and (2) to amend the last paragraph of Section 303 of the Indenture to permit a certificate of authentication by the Trustee to be executed by manual, electronic or facsimile signature and that any Note executed, authenticated and delivered in such manner shall be valid and obligatory for all purposes under the Indenture and entitled to the benefits thereunder.

(o)    The Notes shall have such other terms and conditions as are set forth in the form of the Notes referenced below. The Notes shall be subject to the provisions of the Indenture.

3. Form of the Notes.

(a)    Attached hereto as Exhibit B is a true and correct copy of the Global Note representing the 2023 Notes. Attached hereto as Exhibit C is a true and correct copy of the Global Note representing the 2025 Notes. Attached hereto as Exhibit D is a true and correct copy of the Global Note representing the 2027 Notes. Attached hereto as Exhibit E is a true and correct copy of the Global Note representing the 2030 Notes. Attached hereto as Exhibit F is a true and correct copy of the Global Note representing the 2040 Notes. Attached hereto as Exhibit G is a true and correct copy of the Global Note representing the 2050 Notes. Attached hereto as Exhibit H is a true and correct copy of the Global Note representing the 2060 Notes.

4. Authentication of the Notes.

(a)    Pursuant to the provisions of Section 303 of the Indenture, the Company hereby delivers one or more notes representing $3,000,000,000 aggregate principal amount of its 4.508% Senior Notes due 2023, one or more notes representing $3,500,000,000 aggregate principal amount of its 4.875% Senior Notes due 2025, one or more notes representing $2,000,000,000 aggregate principal amount of its 5.040% Senior Notes due 2027, one or more notes representing $4,500,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030, one or more notes representing $3,000,000,000 aggregate principal amount of its 5.705% Senior Notes due 2040, one or more notes representing $5,500,000,000 aggregate principal amount of its 5.805% Senior Notes due 2050 and one or more notes representing $3,500,000,000 aggregate principal amount of its 5.930% Senior Notes due 2060, each of which has been duly executed by the Company. The Trustee is hereby requested pursuant to Section 303 of the Indenture (i) to authenticate the Global Notes in the name of Cede & Co. (which is the nominee for DTC); (ii) to register such Global Notes in the name of Cede & Co.; (iii) to make the Global Notes available for inspection by the representatives of the several Purchasers (the “Purchasers”) listed in Schedule A to the Purchase Agreement, dated April 30, 2020, among the Company and the Purchasers, or their designated agents; and (iv) to deliver the Global Notes to or at the direction of the Purchasers against receipt therefor. This Section 4 shall constitute a Company Order under Section 303 of the Indenture.

This Certificate may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute one and the same instrument. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture.

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This certificate shall be deemed a representation and warranty by the undersigned officers in their capacities as officers of the Company and not in their individual capacities.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, we have hereunto signed our names on this 4th day of May, 2020.

/s/ David A. Dohnalek
Name:	David A. Dohnalek
Title:	Senior Vice President,
	Finance and Treasurer
/s/ Ruud P. Roggekamp
Name:	Ruud P. Roggekamp
Title:	Assistant Treasurer of Corporate
	Finance, Banking, Risk Management and Insurance

Signature Page to the Officers’ Certificate pursuant to Sections 102, 301 and 303 of the Indenture

EXHIBIT A

BOARD RESOLUTIONS AND WRITTEN CONSENT OF THE PRICING COMMITTEE

EXHIBIT B

FORM OF 2023 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CS2
	ISIN No.: US097023CS21

THE BOEING COMPANY

4.508% Senior Notes due 2023

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2023 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 4.508% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 4.508% Senior Notes due 2023 of the Company, which series is initially limited to $3,000,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to April 1, 2023 (one month prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

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Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                          , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                          , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                          

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT C

FORM OF 2025 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CT0
	ISIN No.: US097023CT04

THE BOEING COMPANY

4.875% Senior Notes due 2025

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2025 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 4.875% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 4.875% Senior Notes due 2025 of the Company, which series is initially limited to $3,500,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to April 1, 2025 (one month prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

6

Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

7

the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

9

registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                     , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT D

FORM OF 2027 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CU7
	ISIN No.: US097023CU76

THE BOEING COMPANY

5.040% Senior Notes due 2027

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2027 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.040% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 5.040% Senior Notes due 2027 of the Company, which series is initially limited to $2,000,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to March 1, 2027 (two months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

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Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                         , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT E

FORM OF 2030 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CY9
	ISIN No.: US097023CY98

THE BOEING COMPANY

5.150% Senior Notes due 2030

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2030 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.150% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 5.150% Senior Notes due 2030 of the Company, which series is initially limited to $4,500,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to February 1, 2030 (three months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

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Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                         , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT F

FORM OF 2040 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CV5
	ISIN No.: US097023CV59

THE BOEING COMPANY

5.705% Senior Notes due 2040

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2040 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.705% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 5.705% Senior Notes due 2040 of the Company, which series is initially limited to $3,000,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to November 1, 2039 (six months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

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Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                         , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT G

FORM OF 2050 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CW3
	ISIN No.: US097023CW33

THE BOEING COMPANY

5.805% Senior Notes due 2050

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2050 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.805% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 5.805% Senior Notes due 2050 of the Company, which series is initially limited to $5,500,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to November 1, 2049 (six months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

6

Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

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registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                         , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EXHIBIT H

FORM OF 2060 NOTES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOEING COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR SUCH SUCCESSOR’S NOMINEE, UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.

Registered	Principal Amount: $500,000,000
No. 1	CUSIP No.: 097023 CX1
	ISIN No.: US097023CX16

THE BOEING COMPANY

5.930% Senior Notes due 2060

1.    Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on May 1, 2060 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from May 4, 2020, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on May 1 and November 1 in each year (each an “Interest Payment Date”), commencing November 1, 2020, at the rate of 5.930% per annum until the principal hereof is paid or made available for payment. Interest will be computed on the basis of a 360 day year of twelve 30 day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date and on the Maturity Date will, as provided in such Indenture, be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on April 15 or October 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, as applicable. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Holder in whose name this Note (or one or more predecessor notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee under the Indenture, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid on a specified date in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable on this Note on any Interest Payment Date and on the Maturity Date, as the case may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and including May 4, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the case may be. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the payment will be made on the next Business Day as if it were made on the date the payment was due, and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or the Maturity Date, as the case may be. A “Business Day” means any day which is not a Saturday or Sunday or any day on which banking institutions are authorized or obligated by applicable law or regulation to close in the place in which payment on the Notes is required, as the case may be.

The principal of this Note payable on the Maturity Date will be paid against presentation and surrender of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, the City of New York.

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2.    Indenture. This Note is one of a duly authorized series of securities of the Company (herein called the “Notes”), issued and to be issued in one or more series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of this Note were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated the date hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.

This Note is one of the series designated as the 5.930% Senior Notes due 2060 of the Company, which series is initially limited to $3,500,000,000 in aggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rank pari passu with all unsecured and unsubordinated obligations of the Company.

The terms of the Notes include those stated in the Indenture, the Section 301 Certificate and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them.

3.    Method of Payment. Payment of the principal of, premium, if any, and interest on the Notes shall be payable at the office or agency of the Company to be maintained in the Borough of Manhattan, the City of New York; provided, however, that such payments may be made, at the option of the Company, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Such payments shall be payable in Dollars.

4.    Registrar and Paying Agent. The Security Registrar and Paying Agent shall be initially the Trustee.

5.    Optional Redemption. Prior to November 1, 2059 (six months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or in part, at the Company’s option, at any time or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this Note, at a redemption price equal to the greater of:

• 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date; or

• the sum of the present values of the Remaining Scheduled Payments, as defined below, that would be due if this Note to be redeemed matured on the Par Call Date, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as defined below, plus 50 basis points, together with any accrued and unpaid interest to, but not including, the redemption date.

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On or after the Par Call Date, this Note will be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice to the Holders of this Note, at a redemption price equal to 100% of the principal amount of this Note to be redeemed, together with any accrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.

“Treasury Rate” means, with respect to any redemption date for the Notes:

• the yield, under the heading which represents the average for the immediately preceding day, appearing in the most recently published statistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is within three months before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month; or

• if that release, or any successor release, is not published during the day preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

The Treasury Rate will be calculated by the Company on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming the Notes matured on the Par Call Date).

“Independent Investment Banker” means one of the Reference Treasury Dealers, to be appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date for the Notes:

• the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations; or

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• if the Company obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations obtained by the Company; or

• if only one Reference Treasury Dealer Quotation is received, such quotation.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City time on the third Business Day preceding such redemption date.

“Reference Treasury Dealer” means Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and one other treasury dealer selected by the Company, and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer, which the Company refers to as a “Primary Treasury Dealer,” the Company will substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

On and after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or the Trustee, money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed on such date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in an amount not less than $1,000,000 principal amount of Notes.

6.    Interest Rate Adjustment Based on Certain Rating Events.

The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or, in either case, a Substitute Rating Agency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.

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If the rating from Moody’s (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*	Percentage interest rate increase on the Notes
Ba1		0.250	%
Ba2		0.500	%
Ba3		0.750	%
B1 or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s.

In addition, if the rating from S&P (or any Substitute Rating Agency therefor) of the Notes is decreased to a rating set forth in the immediately following table, the interest rate on the Notes will increase such that it will equal the interest rate payable on the Notes on the date of their initial issuance plus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*	Percentage interest rate increase on the Notes
BB+		0.250	%
BB		0.500	%
BB-		0.750	%
B+ or below		1.000	%

* Including the equivalent ratings, in either case of any Substitute Rating Agency or under any successor rating categories of S&P.

For purposes of making adjustments to the interest rate on the Notes, the following rules of interpretation will apply:

1. if at any time the interest rate on the Notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, the interest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on the date of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following the increase in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 or higher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, in either case of any

6

Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will be decreased to the interest rate payable on the Notes on the date of their initial issuance;

2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent downgrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agency therefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency), and thereafter the initial interest rates on the Notes shall apply until maturity;

3. each adjustment required by any decrease or increase in a rating set forth above (or an equivalent rating, in either case of any Substitute Rating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor), shall be made independent of any and all other adjustments; provided, however, in no event shall (1) the interest rate for the Notes be reduced to below the interest rate payable on the Notes on the date of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable on the Notes on the date of their initial issuance;

4. except as provided in this clause (4) and clause (5) below, no adjustments in the interest rate of the Notes shall be made solely as a result of a rating agency ceasing to provide a rating of the Notes. If at any time fewer than two rating agencies provide a rating of the Notes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of the Notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above:

a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but which has since ceased to provide such rating;

b. the relative rating scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the Notes on

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the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of subclause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency);

5. for so long as only one Rating Agency provides a rating of the Notes, any subsequent increase or decrease in the interest rate of the Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.000% above the interest rate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasons within the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating of the Notes;

6. any interest rate increase or decrease described above will take effect from the first day of the interest period commencing after the date on which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased or decreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, in either case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, the last change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described above relating to such Rating Agency’s action; and

7. if the interest rate payable on the Notes is increased as described above, the term “interest,” as used with respect to the Notes, will be deemed to include any such additional interest unless the context otherwise requires.

The interest rate and the amount of interest payable on the Notes will be determined and calculated by the Company. For the avoidance of doubt, the Trustee shall have no duty to monitor any ratings of the Notes, or to determine if an adjustment to any interest rate is to be made or what an interest rate should be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.

The Company will deliver notice of any interest rate adjustment, no later than the first Business Day of the interest period for which such adjusted interest rate shall be effective, to each holder of the Notes and the Trustee.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

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“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency.

“S&P” means S&P Global Ratings and its successors.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committee thereof) as a replacement agency for Moody’s or S&P, or both, as the case may be.

7.    Sinking Fund. The Company shall have no sinking fund or analogous obligations in respect of the Notes.

8.    Discharge and Defeasance. The Securities will be subject to satisfaction, discharge and defeasance as set forth in Section 403 of the Indenture.

9.    Denominations; Transfers; Exchange. The Notes are in fully registered form, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

10.    Events of Default; Remedies. The Events of Default are as set forth in Section 501 of the Indenture. If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon a declaration of acceleration of the Notes, the principal of the Notes may be declared due and payable in the manner, and with the effect, provided in the Indenture.

11.    Amendments and Waivers. The Indenture permits, with certain exceptions as therein provided, that with the written consent of the Holders of not less than 66²⁄₃% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate any provisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture also provides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive on behalf of the Holders of all Securities of such series a past default, or Event of Default arising therefrom, with respect to that series and its consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the

9

registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

12.    Obligations Absolute. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

13.    No Recourse Against Others. No recourse shall be had for the payment of the principal of, or premium, if any, or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

14.    Defined Terms. All initially capitalized terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

15.     Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16.    Successors and Assigns. All covenants and agreements of the Company in the Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in the Indenture shall bind its successor.

17.    Authentication. Unless the certificate of authentication hereon has been executed by the Trustee or an Authenticating Agent, by manual, electronic or facsimile signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

18.    Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants-with rights of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to Minors Act).

19.    CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

10

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

	THE BOEING COMPANY
Dated:                                         , 2020	By:
		Name:	David A. Dohnalek
		Title:	Senior Vice President, Finance and Treasurer

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:
		Name:
		Title:	Authorized Officer
Dated:                                         , 2020

********************************

TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto                                                                  

(Please insert Social Security, Taxpayer Identification No. or other identifying number of Assignee)

(Please print or typewrite name and address including postal zip code of Assignee)

the within Note of THE BOEING COMPANY (the “Company”) and does hereby irrevocably constitute and appoint                          attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.

Dated:
	(The signature must be guaranteed by an eligible institution member of the medallion signature guarantee program.)

[NOTICE. The signature of this assignment must correspond with the name as written upon the face of the within investment in every particular, without alteration or enlargement or any change whatever.]

EX-5.1

300 North LaSalle

Chicago, Illinois 60654

(312) 862-2000

www.kirkland.com

Exhibit 5.1

May 4, 2020

The Boeing Company

100 North Riverside

Chicago, Illinois 60606-1596

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as legal counsel to The Boeing Company, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $3,000,000,000 aggregate principal amount of 4.508% Senior Notes due 2023 (the “2023 Notes”), $3,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 (the “2025 Notes”), $2,000,000,000 aggregate principal amount of 5.040% Senior Notes due 2027 (the “2027 Notes”), $4,500,000,000 aggregate principal amount of 5.150% Senior Notes due 2030 (the “2030 Notes”), $3,000,000,000 aggregate principal amount of 5.705% Senior Notes due 2040 (the “2040 Notes”), $5,500,000,000 aggregate principal amount of 5.805% Senior Notes due 2050, (the “2050 Notes”) and $3,500,000,000 aggregate principal amount of 5.930% Senior Notes due 2060 (the “2060 Notes,” together with the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes, the “Notes”) under the Securities Act of 1933, as amended (the “Securities Act”).

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificate of incorporation and by-laws of the Company, (ii) the registration statement on Form S-3 (No. 333-219630) (as amended or supplemented, the “Registration Statement”) to which this letter is an exhibit, (iii) the indenture, dated 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 “Indenture”), and (iv) copies of the Notes.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of

Beijing    Boston    Dallas    Hong Kong    Houston    London    Los Angeles    Munich    New York    Palo Alto     San Francisco     Shanghai     Washington, D.C.

The Boeing Company

May 4, 2020

Page 2

such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations that may limit the rights of parties to obtain certain remedies and (iv) any laws except the laws of the State of New York and the Delaware General Corporation Law.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes have been duly authorized and are binding obligations of the Company.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

We have also assumed that the execution and delivery of the Indenture and the Notes and the performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company is bound.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the General Corporation Law of the State of Delaware. We do not find it necessary for purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “blue sky” laws of the various states to the sale of the Notes.

The Boeing Company

May 4, 2020

Page 3

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion. This opinion is furnished to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated into the Registration Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Sincerely,

/s/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

XML

Document and Entity Information	Apr. 30, 2020
Cover [Abstract]
Entity Registrant Name	BOEING CO
Amendment Flag	false
Entity Central Index Key	0000012927
Document Type	8-K
Document Period End Date	Apr. 30, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-442
Entity Tax Identification Number	91-0425694
Entity Address, Address Line One	100 N. Riverside
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606-1596
City Area Code	(312)
Local Phone Number	544-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $5.00 Par Value
Trading Symbol	BA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false