Item 1.01. Entry into a Material Contract

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current ReportPURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

October 29, 2020Date of Report (Date of earliest event reported) October 29, 2020

The Boeing Company(Exact name of registrant as specified in its charter)

Delaware 1-442 91-0425694

(State or Other Jurisdictionof Incorporation)

(CommissionFile No.)

(I.R.S. EmployerIdentification 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 thefollowing 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 registeredCommon 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 thischapter) 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Contract.

On November 2, 2020, The Boeing Company (the “Company”) issued $4,900,000,000 in aggregate principal amount of senior notes (the “Notes”)consisting of (1) $1,000,000,000 in aggregate principal amount that bear interest at the rate of 1.950% per annum and will mature on February 1, 2024 (the“2024 Notes”), (2) $1,400,000,000 in aggregate principal amount that bear interest at the rate of 2.750% per annum and will mature on February 1, 2026(the “2026 Notes”), (3) $1,100,000,000 in aggregate principal amount that bear interest at the rate of 3.250% per annum and will mature on February 1,2028 (the “2028 Notes”) and (4) $1,400,000,000 in aggregate principal amount that bear interest at the rate of 3.625% per annum and will mature onFebruary 1, 2031 (the “2031 Notes”). Interest on the Notes is payable semiannually in arrears on February 1 and August 1 of each year, beginning onFebruary 1, 2021. The interest rate payable on the Notes will be subject to adjustment based on certain rating events. The Notes are unsecured and have thesame rank as the Company’s other unsecured and unsubordinated debt.

The Notes were issued pursuant to an Indenture dated as of February 1, 2003, between the Company and The Bank of New York Mellon Trust Company,N.A., as successor trustee to JPMorgan Chase Bank, as supplemented by an Officers’ Certificate, dated November 2, 2020, pursuant to Sections 102, 301and 303 of the Indenture (the “Officers’ Certificate”) establishing the terms and providing for the issuance of the Notes. The sale of the Notes was madepursuant to the terms of a Purchase Agreement (the “Purchase Agreement”), dated October 29, 2020, by and among the Company and with respect to eachof the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes, Wells Fargo, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc.,Mizuho Securities USA LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the purchasers named therein.The Company may redeem the Notes in whole or in part, upon at least 10 days’ notice but not more than 60 days’ notice, at any time prior to maturity at theapplicable redemption price described in the Final Prospectus Supplement dated October 29, 2020, as filed with the Securities and Exchange Commission(the “SEC”) on October 30, 2020 (the “Final Prospectus Supplement”).

The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3(Registration No. 333-240300), as filed with the SEC on August 3, 2020. The Company has filed with the SEC a Prospectus dated August 3, 2020, aPreliminary Prospectus Supplement dated October 29, 2020, a Free Writing Prospectus dated October 29, 2020, and the Final Prospectus Supplement inconnection 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 1.1hereto 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 2024Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes filed as Exhibits 4.1 through 4.4 hereto, and the Officers’ Certificate filed as Exhibit 4.5 hereto,each of which is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated November 2, 2020, to the Company regarding certainlegal 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. ExhibitNumber Description

1.1

Purchase Agreement, dated October 29, 2020, among the Company, and with respect to each of the 2024 Notes, the 2026 Notes, the 2028Notes and the 2031 Notes, Wells Fargo, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho Securities USA LLC,RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the purchasers named therein.

4.1 Form of Note for the 1.950% Senior Notes due 2024 (included in Exhibit 4.5).




4.5 Officers’ Certificate pursuant to Sections 102, 301 and 303 of the Indenture, dated November 2, 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 theundersigned, hereunto duly authorized. THE BOEING COMPANY

By: /s/ Grant M. Dixton Grant M. Dixton

Senior Vice President, General Counseland Corporate Secretary

Dated: November 2, 2020

Exhibit 1.1

THE BOEING COMPANY

Unsecured Debt Securities

PURCHASE AGREEMENT

October 29, 2020

The Boeing Company100 North RiversideChicago, 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- 240300) (such registration statement, including (i) the prospectus included therein (the “Base Prospectus”), and (ii) all documentsfiled as part thereof or incorporated by reference therein including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under theSecurities Act of 1933, as amended (the “Securities Act”) to be part of the registration statement at the time of its effectiveness, and at each deemedeffective 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 October 29, 2020 specifically relating to thePurchased 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 partthereof or incorporated or deemed to be incorporated by reference therein are hereinafter collectively called the “Prospectus,” and the preliminary form ofthe Prospectus is hereinafter called the “Preliminary Prospectus.” For purposes of this Agreement, “free writing prospectus” has the meaning set forth inRule 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 anydocuments filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and ExchangeCommission (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 tothe Purchasers, severally and not jointly, the respective principal amounts of the Company’s 1.950% Senior Notes due 2024 (the “2024 Notes”), 2.750%Senior Notes due 2026 (the “2026 Notes”), 3.250% Senior Notes due 2028 (the “2028 Notes”), and 3.625% Senior Notes due 2031 (the “2031 Notes” and,together with the 2024 Notes, the 2026 Notes, and the 2028 Notes, the “Purchased Notes”) set forth opposite the name of each Purchaser on Schedule Ahereto. 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 99.614% of the principal amount of the 2024Notes, 99.570% of the principal amount of the 2026 Notes, 99.578% of the principal amount of the 2028 Notes, and 99.486% of the principal amount of the2031 Notes, plus, in each case, accrued interest, if any, from November 2, 2020 to the date of delivery. The initial public offering price shall be 99.864% ofthe principal amount of the 2024 Notes, 99.920% of the principal amount of the 2026 Notes, 99.978% of the principal amount of the 2028 Notes, and99.936% of the principal amount of the 2031 Notes, plus, in each case, accrued interest, if any, from November 2, 2020 to the date of delivery. ThePurchased 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 thisAgreement 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 suchaffiliate 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 representthat we are authorized to act for such several Purchasers in connection with the transactions contemplated in this Agreement, and that, if there are more thanone 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 beenset 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 2024 Notes, the 2026 Notes, the 2028 Notes, and the 2031 Notes, separately and Section 10 shall apply to each such series separatelyand 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 ormore 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 exceptunder circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required topermit its resale of the Purchased Notes in such jurisdictions. Each Purchaser understands that no action has been taken to permit a public offering in anyjurisdiction outside the United States where action would be required for such purpose. Each Purchaser agrees not to cause any advertisement of thePurchased 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 tothe 2024 Notes, the Representatives acting on behalf of the Purchasers, with respect to the 2026 Notes, the Representatives acting on behalf of thePurchasers, with respect to the 2028 Notes, and the Representatives acting on behalf of the Purchasers, with respect to the 2031 Notes, and then only at itsown risk and expense.

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

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between theCompany and the Underwriters, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exerciseof 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 theCompany 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 anotherperson, 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 bysuspending 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-inPowers 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-inLegislation.

“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 anysuccessor 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 beexercised.

“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 transferfrom 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 wouldbe effective under the U.S. Special Resolution Regime if this Agreement, and any interest and obligation in or under this Agreement, were governed by thelaws 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 greaterextent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the UnitedStates 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 theDodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

The “Closing Date” shall be: November 2, 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 Michael P. Keeley

Notices to the Purchasers shall be sent to the Representatives at the following addresses or telecopier numbers: Wells Fargo Securities, LLC BNP Paribas Securities Corp. Deutsche Bank Securities Inc.550 South Tryon Street 787 Seventh Avenue 60 Wall StreetCharlotte, NC 28202 New York, NY 10019 New York, NY 10005

Mizuho Securities USA LLC RBC Capital Markets, LLC SMBC Nikko Securities America, Inc.1271 Avenue of the Americas 200 Vesey Street, 8th Floor 277 Park AvenueNew York, NY 10020 New York, NY 10281 New York, NY 10172

With a copy to:

Shearman & Sterling LLP599 Lexington Avenue

New York, New York 10022 Attention: Lisa L. Jacobs JD DeSantis

(Remainder of page intentionally left blank)

The foregoing PurchaseAgreement is hereby confirmedas of the date first abovewritten 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 willbecome a binding agreement between the Company and the several Purchasers in accordance with its terms.

Very truly yours,


WELLS FARGO SECURITIES, LLC

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


BNP PARIBAS SECURITIES CORP.

By: /s/ B. Campbell Andersen Name: B. Campbell Andersen Title: Managing Director


DEUTSCHE BANK SECURITIES INC.

By: /s/ Ritu Ketkar Name: Ritu Ketkar Title: Managing Director

By: /s/ John Han Name: John Han Title: Managing Director


MIZUHO SECURITIES USA LLC

By: /s/ Timothy Blair Name: Timothy Blair Title: Managing Director


RBC CAPITAL MARKETS, LLC

By: /s/ Scott G Primrose Name: Scott G Primrose Title: Authorized Signatory


SMBC NIKKO SECURITIES AMERICA, INC.

By: /s/ Omar F. Zaman Name: Omar F. Zaman Title: Managing Director


SCHEDULE A Name of Purchaser

Principal Amount of2024 Notes

Wells Fargo Securities, LLC $ 100,000,000 BNP Paribas Securities Corp. 60,000,000 Deutsche Bank Securities Inc. 60,000,000 Mizuho Securities USA LLC 60,000,000 RBC Capital Markets, LLC 60,000,000 SMBC Nikko Securities America, Inc. 60,000,000 BofA Securities, Inc. 40,000,000 Citigroup Global Markets Inc. 40,000,000 Credit Agricole Securities (USA) Inc. 40,000,000 Goldman Sachs & Co. LLC 40,000,000 J.P. Morgan Securities LLC 40,000,000 Morgan Stanley & Co. LLC 40,000,000 Barclays Capital Inc. 22,000,000 BBVA Securities Inc. 22,000,000 Commerz Markets LLC 22,000,000 Credit Suisse Securities (USA) LLC 22,000,000 Lloyds Securities Inc. 22,000,000 MUFG Securities Americas Inc. 22,000,000 PNC Capital Markets LLC 22,000,000 Santander Investment Securities Inc. 22,000,000 SG Americas Securities, LLC 22,000,000 Standard Chartered Bank 22,000,000 ANZ Securities, Inc. 5,000,000 ICBC Standard Bank Plc 5,000,000 Intesa Sanpaolo S.p.A. 5,000,000 Truist Securities, Inc. 5,000,000 U.S. Bancorp Investments, Inc. 5,000,000 Westpac Capital Markets LLC 5,000,000 Academy Securities, Inc. 5,000,000 Apto Partners, LLC 5,000,000 Bancroft Capital LLC 5,000,000 Blaylock Van, LLC 5,000,000 C.L. King & Associates, Inc. 5,000,000 Cabrera Capital Markets LLC 5,000,000 CastleOak Securities, L.P. 5,000,000 Drexel Hamilton, LLC 5,000,000 Great Pacific Securities 5,000,000 Guzman & Company 5,000,000 Loop Capital Markets LLC 5,000,000 MFR Securities, Inc. 5,000,000

Mischler Financial Group, Inc. 5,000,000 Multi-Bank Securities, Inc. 5,000,000 Penserra Securities LLC 5,000,000 R. Seelaus & Co., LLC 5,000,000 Samuel A. Ramirez & Company, Inc. 5,000,000 San Blas Securities LLC 5,000,000 Siebert Williams Shank & Co., LLC 5,000,000 Stern Brothers & Co. 5,000,000 Telsey Advisory Group LLC 5,000,000 Tribal Capital Markets, LLC 5,000,000

Total $ 1,000,000,000

Name of Purchaser Principal Amount of

2026 Notes Wells Fargo Securities, LLC $ 140,000,000 BNP Paribas Securities Corp. 84,000,000 Deutsche Bank Securities Inc. 84,000,000 Mizuho Securities USA LLC 84,000,000 RBC Capital Markets, LLC 84,000,000 SMBC Nikko Securities America, Inc. 84,000,000 BofA Securities, Inc. 56,000,000 Citigroup Global Markets Inc. 56,000,000 Credit Agricole Securities (USA) Inc. 56,000,000 Goldman Sachs & Co. LLC 56,000,000 J.P. Morgan Securities LLC 56,000,000 Morgan Stanley & Co. LLC 56,000,000 Barclays Capital Inc. 30,800,000 BBVA Securities Inc. 30,800,000 Commerz Markets LLC 30,800,000 Credit Suisse Securities (USA) LLC 30,800,000 Lloyds Securities Inc. 30,800,000 MUFG Securities Americas Inc. 30,800,000 PNC Capital Markets LLC 30,800,000 Santander Investment Securities Inc. 30,800,000 SG Americas Securities, LLC 30,800,000 Standard Chartered Bank 30,800,000 ANZ Securities, Inc. 7,000,000 ICBC Standard Bank Plc 7,000,000 Intesa Sanpaolo S.p.A. 7,000,000 Truist Securities, Inc. 7,000,000 U.S. Bancorp Investments, Inc. 7,000,000 Westpac Capital Markets LLC 7,000,000 Academy Securities, Inc. 7,000,000 Apto Partners, LLC 7,000,000 Bancroft Capital LLC 7,000,000 Blaylock Van, LLC 7,000,000 C.L. King & Associates, Inc. 7,000,000 Cabrera Capital Markets LLC 7,000,000 CastleOak Securities, L.P. 7,000,000 Drexel Hamilton, LLC 7,000,000 Great Pacific Securities 7,000,000 Guzman & Company 7,000,000 Loop Capital Markets LLC 7,000,000 MFR Securities, Inc. 7,000,000 Mischler Financial Group, Inc. 7,000,000 Multi-Bank Securities, Inc. 7,000,000 Penserra Securities LLC 7,000,000 R. Seelaus & Co., LLC 7,000,000

Samuel A. Ramirez & Company, Inc. 7,000,000 San Blas Securities LLC 7,000,000 Siebert Williams Shank & Co., LLC 7,000,000 Stern Brothers & Co. 7,000,000 Telsey Advisory Group LLC 7,000,000 Tribal Capital Markets, LLC 7,000,000

Total $ 1,400,000,000


2028 Notes Wells Fargo Securities, LLC 108,900,000 BNP Paribas Securities Corp. 66,000,000 Deutsche Bank Securities Inc. 66,000,000 Mizuho Securities USA LLC 66,000,000 RBC Capital Markets, LLC 66,000,000 SMBC Nikko Securities America, Inc. 66,000,000 BofA Securities, Inc. 47,850,000 Citigroup Global Markets Inc. 47,850,000 Commerz Markets LLC 47,850,000 Goldman Sachs & Co. LLC 47,850,000 J.P. Morgan Securities LLC 47,850,000 Morgan Stanley & Co. LLC 47,850,000 Barclays Capital Inc. 24,200,000 BBVA Securities Inc. 24,200,000 Credit Agricole Securities (USA) Inc. 24,200,000 Credit Suisse Securities (USA) LLC 24,200,000 Lloyds Securities Inc. 24,200,000 MUFG Securities Americas Inc. 24,200,000 PNC Capital Markets LLC 24,200,000 Santander Investment Securities Inc. 24,200,000 SG Americas Securities, LLC 24,200,000 Standard Chartered Bank 24,200,000 ANZ Securities, Inc. 13,200,000 ICBC Standard Bank Plc 13,200,000 Intesa Sanpaolo S.p.A. 13,200,000 Truist Securities, Inc. 13,200,000 U.S. Bancorp Investments, Inc. 13,200,000 Westpac Capital Markets LLC 13,200,000 Academy Securities, Inc. 13,200,000 Loop Capital Markets LLC 13,200,000 R. Seelaus & Co., LLC 13,200,000 Siebert Williams Shank & Co., LLC 13,200,000

Total $ 1,100,000,000


2031 Notes Wells Fargo Securities, LLC $ 159,600,000 BNP Paribas Securities Corp. 84,000,000 Deutsche Bank Securities Inc. 84,000,000 Mizuho Securities USA LLC 84,000,000 RBC Capital Markets, LLC 84,000,000 SMBC Nikko Securities America, Inc. 84,000,000 BofA Securities, Inc. 56,000,000 Citigroup Global Markets Inc. 56,000,000 Goldman Sachs & Co. LLC 56,000,000 J.P. Morgan Securities LLC 56,000,000 Morgan Stanley & Co. LLC 56,000,000 MUFG Securities Americas Inc. 56,000,000 Barclays Capital Inc. 30,800,000 BBVA Securities Inc. 30,800,000 Commerz Markets LLC 30,800,000 Credit Agricole Securities (USA) Inc. 30,800,000 Credit Suisse Securities (USA) LLC 30,800,000 Lloyds Securities Inc. 30,800,000 PNC Capital Markets LLC 30,800,000 Santander Investment Securities Inc. 30,800,000 SG Americas Securities, LLC 30,800,000 Standard Chartered Bank 30,800,000 ANZ Securities, Inc. 19,600,000 ICBC Standard Bank Plc 19,600,000 Intesa Sanpaolo S.p.A. 19,600,000 Truist Securities, Inc. 19,600,000 U.S. Bancorp Investments, Inc. 19,600,000 Westpac Capital Markets LLC 19,600,000 Academy Securities, Inc. 19,600,000 Loop Capital Markets LLC 19,600,000 Siebert Williams Shank & Co., LLC 19,600,000

Total $ 1,400,000,000

SCHEDULE B

The Boeing CompanyFinal Term Sheet

$1,000,000,000 1.950% Senior Notes due 2024

Summary of Final TermsDated October 29, 2020

Issuer The Boeing Company

Principal Amount $1,000,000,000

Trade Date October 29, 2020

Settlement Date (T+2) November 2, 2020

Maturity Date February 1, 2024

Treasury Benchmark UST 0.125% due October 15, 2023

Treasury Price / Yield 99-25+ / 0.194%

Spread to Treasury +180 bps

Reoffer Yield 1.994%

Price to Public1 99.864%

Gross Fee Spread 0.250%

Coupon (Interest Rate) 1.950%

Interest Payment Dates February 1 and August 1

First Interest Payment Date February 1, 2021 (short first coupon)

Call Provision MWC @ T+30 bps at any time prior to maturity

CUSIP / ISIN 097023 CZ6 / US097023CZ63

Joint Book-Running Managers

Wells Fargo Securities, LLCBNP Paribas Securities Corp.Deutsche Bank Securities Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCSMBC Nikko Securities America, Inc.BofA Securities, Inc.Citigroup Global Markets Inc.Credit Agricole Securities (USA) Inc.Goldman Sachs & Co. LLCJ.P. Morgan Securities LLCMorgan Stanley & Co. LLC

Senior Co-Managers

Barclays Capital Inc.BBVA Securities Inc.Commerz Markets LLC

Credit Suisse Securities (USA) LLCLloyds Securities Inc.MUFG Securities Americas Inc.PNC Capital Markets LLCSantander Investment Securities Inc.SG Americas Securities, LLCStandard Chartered Bank2

Co-Managers

ANZ Securities, Inc.ICBC Standard Bank Plc3Intesa Sanpaolo S.p.A.Truist Securities, Inc.U.S. Bancorp Investments, Inc.Westpac Capital Markets LLC

Junior Co-Managers

Academy Securities, Inc.Apto Partners, LLCBancroft Capital LLCBlaylock Van, LLCC.L. King & Associates, Inc.Cabrera Capital Markets LLCCastleOak Securities, L.P.Drexel Hamilton, LLCGreat Pacific SecuritiesGuzman & CompanyLoop Capital Markets LLCMFR Securities, Inc.Mischler Financial Group, Inc.Multi-Bank Securities, Inc.Penserra Securities LLCR. Seelaus & Co., LLCSamuel A. Ramirez & Company, Inc.San Blas Securities LLCSiebert Williams Shank & Co., LLCStern Brothers & Co.Telsey Advisory Group LLCTribal Capital Markets, LLC

$1,400,000,000 2.750% Senior Notes due 2026







Treasury Benchmark UST 0.25% due September 30, 2025

Treasury Price / Yield 99-13 3⁄4 / 0.367%








Call Provision

MWC @ T+40 bps at any time prior to January 1, 2026 (one month priorto maturity); par call at any time on or after January 1, 2026

CUSIP / ISIN 097023 DA0 / US097023DA04


Wells Fargo Securities, LLCBNP Paribas Securities Corp.Deutsche Bank Securities Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCSMBC Nikko Securities America, Inc.BofA Securities, Inc.Citigroup Global Markets Inc.Credit Agricole Securities (USA) Inc.Goldman Sachs & Co. LLCJ.P. Morgan Securities LLCMorgan Stanley & Co. LLC

Senior Co-Managers

Barclays Capital Inc.BBVA Securities Inc.Commerz Markets LLCCredit Suisse Securities (USA) LLCLloyds Securities Inc.MUFG Securities Americas Inc.PNC Capital Markets LLCSantander Investment Securities Inc.SG Americas Securities, LLCStandard Chartered Bank2

Co-Managers


Junior Co-Managers

Academy Securities, Inc.Apto Partners, LLCBancroft Capital LLCBlaylock Van, LLCC.L. King & Associates, Inc.Cabrera Capital Markets LLCCastleOak Securities, L.P.Drexel Hamilton, LLCGreat Pacific SecuritiesGuzman & CompanyLoop Capital Markets LLCMFR Securities, Inc.Mischler Financial Group, Inc.Multi-Bank Securities, Inc.Penserra Securities LLCR. Seelaus & Co., LLCSamuel A. Ramirez & Company, Inc.San Blas Securities LLCSiebert Williams Shank & Co., LLCStern Brothers & Co.Telsey Advisory Group LLCTribal Capital Markets, LLC

$1,100,000,000 3.250% Senior Notes due 2028







Treasury Benchmark UST 0.375% due September 30, 2027









Call Provision

MWC @ T+40 bps at any time prior to December 1, 2027 (two monthsprior to maturity); par call at any time on or after December 1, 2027

CUSIP / ISIN 097023 DB8 / US097023DB86


Wells Fargo Securities, LLCBNP Paribas Securities Corp.Deutsche Bank Securities Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCSMBC Nikko Securities America, Inc.BofA Securities, Inc.Citigroup Global Markets Inc.Commerz Markets LLCGoldman Sachs & Co. LLCJ.P. Morgan Securities LLCMorgan Stanley & Co. LLC

Senior Co-Managers

Barclays Capital Inc.BBVA Securities Inc.Credit Agricole Securities (USA) Inc.Credit Suisse Securities (USA) LLCLloyds Securities Inc.MUFG Securities Americas Inc.PNC Capital Markets LLC

Santander Investment Securities Inc.SG Americas Securities, LLCStandard Chartered Bank2

Co-Managers


Junior Co-Managers

Academy Securities, Inc.Loop Capital Markets LLCR. Seelaus & Co., LLCSiebert Williams Shank & Co., LLC

$1,400,000,000 3.625% Senior Notes due 2031







Treasury Benchmark UST 0.625% due August 15, 2030









Call Provision

MWC @ T+45 bps at any time prior to November 1, 2030 (three monthsprior to maturity); par call at any time on or after November 1, 2030

CUSIP / ISIN 097023 DC6 / US097023DC69


Wells Fargo Securities, LLCBNP Paribas Securities Corp.Deutsche Bank Securities Inc.Mizuho Securities USA LLCRBC Capital Markets, LLCSMBC Nikko Securities America, Inc.BofA Securities, Inc.Citigroup Global Markets Inc.Goldman Sachs & Co. LLCJ.P. Morgan Securities LLCMorgan Stanley & Co. LLCMUFG Securities Americas Inc.

Senior Co-Managers

Barclays Capital Inc.BBVA Securities Inc.Commerz Markets LLCCredit Agricole Securities (USA) Inc.Credit Suisse Securities (USA) LLCLloyds Securities Inc.PNC Capital Markets LLC

Santander Investment Securities Inc.SG Americas Securities, LLCStandard Chartered Bank2

Co-Managers


Junior Co-Managers

Academy Securities, Inc.Loop Capital Markets LLCSiebert Williams Shank & Co., LLC

Notes:

1 Plus accrued interest, if any, from November 2, 2020.2 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..3 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 Plcshall not be obligated to, and shall not, underwrite, subscribe, agree to purchase or procure purchasers to purchase notes that may be offered or sold byother underwriters in the United States. ICBC Standard Bank Plc shall offer and sell the Securities constituting part of its allotment solely outside theUnited States

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest,you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about theissuer 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, anyunderwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC at1-800-645-3751, BNP Paribas Securities Corp. at 1-800-854-5674, Deutsche Bank Securities Inc. at 1-800-503-4611, Mizuho Securities USA LLC at1-866-271-7403, RBC Capital Markets, LLC at 1-866-375-6829 and SMBC Nikko Securities America, Inc. at 1-888-868-6856.

THE BOEING COMPANYSTANDARD PURCHASE PROVISIONS

From time to time, The Boeing Company, a Delaware corporation (“Company”), may enter into purchase agreements that provide for the saleof designated securities to the purchaser or purchasers named therein. The standard provisions set forth herein may be incorporated by reference in any suchpurchase agreement (“Purchase Agreement”). The Purchase Agreement, including the provisions incorporated therein by reference, is herein sometimesreferred 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 theregistration 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 TheBank 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 ofthe 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 agreeto purchase the same are hereinafter referred to as the “Purchasers” of such Purchased Notes. The terms “you” and “your” refer to those Purchasers whosign the Purchase Agreement either on behalf of themselves only or on behalf of themselves and as representatives of the several Purchasers named inSchedule 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 hasbecome effective under the Securities Act of 1933, as amended (the “Securities Act”); no stop order suspending the effectiveness of the RegistrationStatement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission. The Company is a well knownseasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registrationstatement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelfregistration statement. The terms Registration Statement, Time of Sale Prospectus and Prospectus shall have the meanings ascribed to them in thePurchase 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. Anyfree 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 theCommission 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) underthe 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 withthe requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writingprospectuses, if any, identified in Schedule B to the Purchase Agreement, the Company has not prepared, used or referred to, and will not, withoutyour prior consent, prepare, use or refer to, any free writing prospectus. Each free writing prospectus that the Company has filed, as of its issue dateand 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 anyinformation that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein, theTime of Sale Prospectus, the Prospectus and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. If atany time following issuance of a free writing prospectus that the Company has filed there occurs an event or development as a result of which suchfree writing prospectus contained an untrue statement of a material fact or omits to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading, the Company will promptly notify the Purchasers so that anyuse of such free writing prospectus may cease until it is amended or supplemented. The foregoing two sentences do not apply to statements oromissions 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 Regulationsand 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 thestatements therein not misleading, except that the foregoing does not apply to statements or omissions in such document based upon writteninformation furnished to the Company by any Purchaser specifically for use therein. At the Time of Sale, the Time of Sale Prospectus did not containany 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 underwhich they were made, not misleading, except that the foregoing does not apply to statements or omissions in such document based upon writteninformation furnished to the Company by any Purchaser specifically for use therein. The Prospectus, as of its date, does not contain and, as amendedor 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 factnecessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the foregoingdoes not apply to statements or omissions in such document based upon written information furnished to the Company by any Purchaser specificallyfor use therein. The documents incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus pursuant toItem 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 ofthe Exchange Act and the pertinent published rules and regulations thereunder (the “Exchange Act Rules and Regulations”). Any additionaldocuments 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 untruestatement 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 thecircumstances 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, withpower and corporate authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectusand the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which itsownership or lease of property or the conduct of its business requires such qualification except where failure to so qualify would not individually or inthe aggregate have a material adverse effect on the financial condition, business, properties or results of operations of the Company and itssubsidiaries taken as a whole or on the Company’s ability to perform its obligations under the Purchased Notes and the Indenture in any materialrespect (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 “MaterialSubsidiary” and together the “Material Subsidiaries”) has been duly incorporated and is an existing corporation or other entity in good standing underthe laws of the jurisdiction of its incorporation or organization, with power and authority to own its properties and conduct its business as described inthe Registration Statement, the Time of Sale Prospectus and the Prospectus; and each Material Subsidiary of the Company is duly qualified to dobusiness 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 ofits business requires such qualification except where failure to so qualify would not have a Material Adverse Effect; all of the issued and outstandingcapital stock or ownership interests of each Material Subsidiary of the Company has been duly authorized and validly issued and is fully paid andnonassessable; and the capital stock or ownership interests of each Material Subsidiary owned by the Company, directly or through subsidiaries, isowned 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 TrustIndenture Act 1939, as amended (the “Trust Indenture Act”), and constitutes a valid and binding agreement of the Company, enforceable against theCompany in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, alllaws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except asenforcement 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 dulyexecuted by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment ofthe purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against theCompany 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 asenforcement 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 theRegistration Statement, the Time of Sale Prospectus and the Prospectus and will be in substantially the respective forms filed or incorporated byreference, 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 theconsummation 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 asmay 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 andcompliance with the terms and provisions thereof have been duly authorized by all necessary corporate action and do not and will not result in abreach 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 orencumbrance upon any property, or assets of the Company or any Material Subsidiary under (i) any statute, any rule, regulation or order of anygovernmental 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 orprinciples of public policy), or any of their properties, (ii) any material agreement or instrument to which the Company or any such MaterialSubsidiary 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 anysuch 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 marketabletitle 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 itssubsidiaries consolidated as a single enterprise, in each case free from liens, encumbrances and defects that would materially affect the value thereofor 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 arenot material to the business of the Company and its subsidiaries consolidated as a single enterprise and that would not materially interfere with the usemade 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 orobservance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or otherinstrument 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 adequatecertificates, authorities, licenses, permits, orders or approvals issued by appropriate governmental agencies or bodies necessary to conduct thebusiness now operated by them, including, without limitation, from the Federal Aviation Administration, except where the failure to do so would nothave 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 theCompany 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 anystatute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal orrelease of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxicsubstances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to anyenvironmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to anyenvironmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and theCompany 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 affectingthe 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 theCompany to perform its obligations under the Indenture, this Agreement, or the Purchased Notes or which are otherwise material in the context of thesale 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 materialrespects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flowsfor the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments), and such financial statements have beenprepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis (except as otherwise notedtherein) 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 inthe Time of Sale Prospectus and the Prospectus there has been no material adverse change, nor any development or event reasonably likely to involvea prospective material adverse change, in the financial condition, business, properties or results of operations of the Company and its subsidiariestaken 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 asdescribed 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 orincorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus are an independent registered publicaccounting 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 reasonablyexpected 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 isdesigned 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 proceduresdesigned to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisionsregarding required disclosure. The Company has carried out evaluations of the effectiveness of their disclosure controls and procedures as ofDecember 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) thatcomplies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principalfinancial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles, including, but not limited topolicies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention ortimely 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’sinternal controls.

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

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 arepresentation 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 theTrustee (at the place specified in the Purchase Agreement) against payment of the purchase price by wire transfer to an account specified by the Companyor 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 officeof 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 fullbusiness days thereafter as you and the Company determine, such time being herein referred to as the “Closing Date.” The Purchased Notes to be deliveredwill be in definitive fully registered form registered in such minimum denominations, of $2,000 and integral multiples of $1,000 thereof, and in such namesas 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 therespective Purchasers in the amounts agreed to be purchased by them pursuant to this Agreement. The Company shall make the Purchased Notes availablefor checking and packaging at the offices of the Trustee (at the place specified in the Purchase Agreement) prior to the Closing Date and, unless preventedfrom 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 yourequest that any Purchased Notes be issued in a name or names other than that of the Purchaser agreeing to purchase such Purchased Notes hereunder, theCompany 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 bya permanent global Note being referred to herein as a “Book-Entry Note”). Beneficial interests in Book-Entry Notes will only be evidenced by, and transfersthereof 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 ofSale 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 bythe 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 Rule433(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 befiled 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 oraffecting the Company or of which the Company shall be advised in writing by the Purchasers shall occur which, which in the opinion of theCompany or your counsel, should be set forth in a supplement or amendment to the Registration Statement, the Time of Sale Prospectus or theProspectus in order either to make the Registration Statement, the Time of Sale Prospectus or the Prospectus comply with the requirements of theSecurities Act or which would require the making of any change in the Time of Sale Prospectus or the Prospectus so that as thereafter delivered topurchasers such Time of Sale Prospectus or the Prospectus will not contain any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company willpromptly amend or supplement the Registration Statement, the Time of Sale Prospectus or the Prospectus by either (i) preparing and filing with theCommission supplement(s) or amendment(s) to the Registration Statement, the Time of Sale Prospectus or the Prospectus, or (ii) making anappropriate filing pursuant to the Exchange Act, which will supplement or amend the Registration Statement, the Time of Sale Prospectus or theProspectus 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 materialfact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Prior to the ClosingDate, the Company will not file any amendment or supplement without first providing the Purchasers with such amendment or supplement and havingobtained 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 monthsafter the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company andits 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 asyou reasonably request (i) the Registration Statement relating to the Notes as originally filed and all post-effective amendments thereto (at least one ofwhich will be signed and will include all exhibits except those incorporated by reference to previous filings with the Commission); (ii) eachprospectus relating to the Purchased Notes; and (iii) during the time when a prospectus relating to the Purchased Notes is required to be deliveredunder 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 ofeach 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 proxystatement 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 theperformance of its obligations under this Agreement, including (a) the preparation, printing and filing of the Registration Statement (includingfinancial statements and exhibits) as originally filed and of each amendment thereto, (b) the preparation, and distribution of the Purchased Notes andthe Indenture, (c) the delivery of the certificates for the Purchased Notes to the Purchasers, (d) the fees and disbursements of the Company’s counseland accountants, (e) the delivery to the Purchasers of copies of the Registration Statement as originally filed and the printing and delivery of eachamendment thereto, of each preliminary prospectus and of the Prospectus and any amendments or supplements thereto, (f) any fees charged by ratingagencies for rating the Purchased Notes, and (g) the fees and expenses of the Trustee and any paying agent (including reasonable fees and expenses ofany 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 allof 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 daysafter 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 thefinal 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 requiredby 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 RegistrationStatement has been filed or becomes effective prior to the Closing Date; (ii) when any supplement to the Prospectus or any amendment to theProspectus or any free writing prospectus has been filed prior to the Closing Date; (iii) of any request by the Commission for any amendment to theRegistration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to theRegistration Statement or any other request by the Commission for any additional information prior to the Closing Date; (iv) of the issuance by theCommission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any PreliminaryProspectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (v) ofthe 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 SaleProspectus or any free writing prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when theProspectus, the Time of Sale Prospectus or any such free writing prospectus is delivered to a purchaser, not misleading; (vi) of the receipt by theCompany of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant toRule 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 ofthe Purchased Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company willuse its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing orsuspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Purchased Notes and, if any suchorder 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 otherjurisdictions as you may reasonably designate in consultation with the Company and to maintain such qualifications in effect for a period of not lessthan a year from the date of the Prospectus; provided, however, that the Company shall not be obligated to file any general consent to service ofprocess 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 taxationin 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 berequired by the laws of each jurisdiction in which the Securities have been qualified as above provided. The Company will also supply you with suchinformation as is necessary for the determination of the legality of the Purchased Notes for investment under the laws of such jurisdictions as you mayrequest.

(m) The Company will use its reasonable best efforts in cooperation with you to permit the Purchased Notes offered and sold in transactions byyou 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 SaleProspectus 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 theCompany being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Purchaser that otherwisewould 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 willbe subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officersmade pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditionsprecedent:

(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 andRegulations, a letter, dated such a date, in form and substance reasonably satisfactory to you containing statements and information of the typecustomarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial informationcontained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letterdelivered 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 RegistrationStatement shall have been issued, no proceedings for such purpose shall have been instituted or, to the knowledge of the Company or you, shall becontemplated by the Commission and the Company has not received a notice of objection to the use of the Registration Statement as an automaticshelf registration statement. The Prospectus and each issuer “free writing prospectus” shall have been timely filed with the Commission under theSecurities Act, as required; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfactionof the Purchasers.

(c) Subsequent to the date of this Agreement, there shall not have occurred (A) any change or any development involving a prospective changenot contemplated by the Time of Sale Prospectus as of the date of this Agreement in or affecting particularly the business or properties of theCompany which, in the judgment of a majority in interest of the Purchasers including you, materially impairs the investment quality of the PurchasedNotes, and (B) (i) any downgrading in the rating of the Purchased Notes or any other debt securities or preferred stock of or guaranteed by theCompany 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 debtsecurities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of apossible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed onnegative outlook.

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

In addition, such counsel shall state that such counsel has participated in conferences with officers, counsel and other representatives of theCompany, representatives of the independent registered public accounting firm for the Company and representatives of the Purchasers at which thecontents of the Registration Statement, the Time of Sale Prospectus and the Prospectus and related matters were discussed; and, although such counselis not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the RegistrationStatement, the Time of Sale Prospectus and the Prospectus (except as to the matters referred to in their opinion), on the basis of the foregoing (relyingas 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 theattention of such counsel which lead such counsel to believe that (a) the Registration Statement, when it became effective and as of the date of thisAgreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to makethe statements therein not misleading, (b) the Time of Sale Information as of the Time of Sale and as of the date hereof, contained any untruestatement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstancesunder 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 amaterial fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which theywere made, not misleading (it being understood that such counsel need make no comment with respect to the financial statements and other financialdata included in the Registration Statement, the Time of Sale Prospectus or Prospectus or incorporated therein or as to the Statement of Eligibility andQualification 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 thePurchasers shall reasonably request and the Company shall have furnished to such counsel such documents as they reasonably request for the purposeof 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 principalfinancial or accounting officer of the Company, dated the Closing Date, in which such officers shall state, to the best of their knowledge afterreasonable investigation, (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, (ii) theCompany 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) nostop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted, arepending or, to the best knowledge of the Company, threatened by the Commission, and (iv) that, subsequent to the date of the most recent financialstatements set forth or incorporated by reference in the Time of Sale Prospectus or the Prospectus, there has been no material adverse change, nor anydevelopment or event reasonably likely to involve a prospective material adverse change, in the financial condition, business, properties or results ofoperations 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 theCompany 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 thefollowing condition precedent:

Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedingsfor 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 thisAgreement 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 SecuritiesAct (each, an “Affiliate”), each of its directors and officers and each person, if any, who controls any Purchaser within the meaning of the SecuritiesAct or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Purchaser, Affiliate or such controllingperson 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 Timeof Sale Prospectus, the Prospectus or any issuer “free writing prospectus” (or any amendment or supplement thereto), or arise out of or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein notmisleading; and will reimburse each Purchaser, Affiliate and each such controlling person for any legal or other expenses reasonably incurred by suchPurchaser, 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 suchloss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made inany such documents in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for usetherein. 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 eachperson, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages orliabilities 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 allegeduntrue statement of any material fact contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any issuer “free writingprospectus” 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 anyamendment 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 bestated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statementor alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to theCompany by such Purchaser specifically for use therein; and will reimburse any legal or other expenses reasonably incurred by the Company or anysuch director, officer or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as suchexpenses 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 commencementthereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified partyotherwise than under this Section, except to the extent the indemnifying party has been materially prejudiced by such omission. In case any suchaction is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will beentitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defensethereof, with counsel satisfactory to such indemnified party (who may, with the consent of the indemnified party, be counsel to the indemnifyingparty) and who shall not be counsel to any other indemnified party who may have interests conflicting with those of such indemnified party, and afternotice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liableto such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with thedefense thereof other than reasonable costs of investigation. The indemnifying party shall not be liable for any settlement of any proceeding effectedwithout its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnifyeach indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if atany time an indemnified party shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel ascontemplated 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 nothave reimbursed the indemnified party in accordance with such request prior to the date of such settlement unless the request is being disputed ingood faith. No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatenedproceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by suchindemnified party, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonablysatisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include anystatement 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, theparties 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 therespective parties are entitled, there shall be considered the relative benefits received by each party from the offering of the Purchased Notes (takinginto account the portion of the proceeds of the offering realized by each), the parties’ relative knowledge and access to information concerning thematter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitableconsiderations appropriate under the circumstances. The relative benefits received by the Company on the one hand and the Purchasers on the othershall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale ofthe Purchased Notes and the total underwriting discounts and commissions received by the Purchasers in connection therewith, in each case as setforth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Purchased Notes. The Company and the Purchasers andsuch 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 priceof the Purchased Notes, purchased by the Purchaser under this Agreement, less the aggregate amount of any damages which such Purchaser or suchcontrolling person has otherwise been required to pay in respect of the same claim or any substantially similar claim. The Purchasers’ obligations tocontribute 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 aggregateprincipal amount of Purchased Notes which such defaulting Purchaser or Purchasers agreed but failed to purchase is 10% of the principal amount ofPurchased Notes or less, the non-defaulting Purchasers may make arrangements satisfactory to the Company for the purchase of such Purchased Notes byother persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date the non-defaulting Purchasers shall be obligatedseverally, in proportion to their respective commitments hereunder, to purchase the Purchased Notes which such defaulting Purchasers agreed but failed topurchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Purchased Notes with respect to which such default or defaultsoccur is more than the above percentage and arrangements reasonably satisfactory to you and the Company for the purchase of such Purchased Notes byother persons are not made within seventy-two hours after such default, this Agreement will terminate without liability on the part of any non-defaultingPurchaser or the Company, except as provided in Section 11. In the event that any Purchaser or Purchasers default in their obligation to purchase PurchasedNotes hereunder, the Company may, by prompt written notice to the non-defaulting Purchasers, postpone the Closing Date for a period of not more thanseven full business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any otherdocuments, and the Company will promptly file any amendments to the Registration Statement or supplements to the Time of Sale Prospectus or theProspectus which may thereby be made necessary. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser underthis 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 andprior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange; (ii) trading of anysecurities issued or guaranteed by the Company shall have been suspended on any exchange; (iii) a general moratorium on commercial banking activitiesshall 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 infinancial markets or any calamity or crisis, either within or outside the United States, that, in each case in the reasonable judgment of the Purchasers, ismaterial 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 themanner 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 otherstatements 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 ordirectors 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 theexpenses 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 Purchaserspursuant to Section 9 shall remain in effect; provided, however, that each Purchaser will use its best efforts to promptly notify each other Purchaser andeach dealer and prospective customer to whom such Purchaser has delivered a Prospectus for the Purchased Notes by telephone or telegraph, confirmed byletter in either case, of such termination or failure to consummate, including in such notice instructions regarding the continued use of the RegistrationStatement, 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 tothe address furnished in writing for the purpose of such communications hereunder, or, if sent to the Company, will be delivered or telecopied andconfirmed to it, attention of Treasurer at 100 North Riverside, Chicago, Illinois 60606, telecopier (312) 544-2399, with a copy to Corporate Secretary at thesame 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 successorsand 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 THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISINGOUT 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 theextent not superseded by this Agreement) that relate to the offering of the Purchased Notes, represents the entire agreement between the Company and thePurchasers 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 thePurchased Notes.

(b) The Company acknowledges that in connection with the offering of the Purchased Notes: (i) the Purchasers have acted at arm’s-length, arenot 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 setforth 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 arisingfrom 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 withoutgiving 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 appearon 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 departuretherefrom, 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 underthe 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 andenforceable 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 havenot verified by an inspection of the Purchased Notes) have been duly issued and constitute legal, valid and binding obligations of the Companyenforceable 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 PurchasedNotes being issued and sold by the Company under the Purchase Agreement and the Indenture, except for the registration of the Purchased Notesunder the Securities Act, the qualification of the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and suchconsents, approvals, authorizations or orders as may be required under applicable state securities laws in connection with the purchase anddistribution 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 regulationspromulgated thereunder, except that, in each case, we do not express any opinion as to any financial statements or supporting schedules (or any notesto 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 theIndenture 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 SpecifiedContract (provided that we express no opinion as to compliance with any financial test or cross-default provision in such Specified Contract) or resultin 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 theIndenture and the Purchased Notes, are correct in all material respects. The statements in the Time of Sale Prospectus and the Prospectus under thecaption “Material United States Federal Income Tax Considerations,” insofar as such statements constitute summaries of legal matters referred totherein, 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 anyproperty of the Company or any of its subsidiaries is subject that has caused us to conclude that such proceeding is required by Item 103 ofRegulation S-K promulgated under the Securities Act to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus butis 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 inthe Registration Statement, the Time of Sale Prospectus and the Prospectus, will not be an “investment company” required to register as such underthe 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 materialrespects 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) orother financial information therein (or omitted therefrom).

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

Exhibit 4.5

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, RiskManagement and Insurance of The Boeing Company, a Delaware corporation (the “Company”), pursuant to Sections 102, 301 and 303 of the SeniorIndenture dated as of February 1, 2003 (the “Indenture”), between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., assuccessor trustee to JPMorgan Chase Bank (the “Trustee”), each hereby certifies, with respect to the $1,000,000,000 aggregate principal amount of 1.950%Senior Notes due 2024, the $1,400,000,000 aggregate principal amount of 2.750% Senior Notes due 2026, the $1,100,000,000 aggregate principal amountof 3.250% Senior Notes due 2028 and the $1,400,000,000 aggregate principal amount of 3.625% Senior Notes due 2031 (together, the “Notes”), establishedby or pursuant to resolutions of the Board of Directors of the Company (the “Board of Directors”) adopted at a meeting held on April 27, 2020, by minutesof the Board of Directors adopted at a meeting held on June 22, 2020, by minutes of the Finance Committee of the Board of Directors adopted at a meetingheld on June 22, 2020 and by written consent on October 29, 2020 by the Pricing Committee established by the Board of Directors (the “PricingCommittee”), 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 relatingthereto;

(b) In connection with the issuance of the Notes, each of the undersigned has examined (i) the resolutions adopted by the Board of Directors ata meeting held on April 27, 2020, the minutes adopted by the Board of Directors at a meeting held on June 22, 2020, the minutes of the Finance Committeeof the Board of Directors adopted at a meeting held on June 22, 2020 and the written consent on October 29, 2020 by the Pricing Committee, (ii) theIndenture, 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 informedopinion as to whether all conditions precedent provided for in the Indenture (including any covenants compliance with which constitutes a conditionprecedent) 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 anddelivery 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 eventhas 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 October 29, 2020 in accordancewith resolutions adopted by the Board of Directors on June 22, 2020 and April 27, 2020 and such terms and conditions are set forth in the resolutions of thePricing Committee duly adopted on October 29, 2020, copies of which are attached hereto as Exhibit A.

(b) The title of the Notes shall be: 1.950% Senior Notes due 2024 (the “2024 Notes”), 2.750% Senior Notes due 2026 (the “2026 Notes”),3.250% Senior Notes due 2028 (the “2028 Notes”), and 3.625% Senior Notes due 2031 (the “2031 Notes”). The 2024 Notes, the 2026 Notes, the 2028Notes and the 2031 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 $1,000,000,000 forthe 2024 Notes, $1,400,000,000 for the 2026 Notes, $1,100,000,000 for the 2028 Notes and $1,400,000,000 for the 2031 Notes (except for the Notesauthenticated 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 1107and except for any Notes which, pursuant to Section 303, are deemed never to have been authenticated and delivered under the Indenture). The principalamounts of the Notes that may be issued from time to time after the date hereof is otherwise unlimited.

(d) The principal amount of the 2024 Notes shall be payable on February 1, 2024, subject to the provisions of the Indenture, unless earlierredeemed. The principal amount of the 2026 Notes shall be payable on February 1, 2026, subject to the provisions of the Indenture, unless earlier redeemed.The principal amount of the 2028 Notes shall be payable on February 1, 2028, subject to the provisions of the Indenture, unless earlier redeemed. Theprincipal amount of the 2031 Notes shall be payable on February 1, 2031, subject to the provisions of the Indenture, unless earlier redeemed.

(e) Interest on the Notes will accrue from November 2, 2020 with respect to the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031Notes. The 2024 Notes will bear interest at 1.950% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing onFebruary 1, 2021, as set forth in the attached forms of the 2024 Notes. The 2026 Notes will bear interest at 2.750% per annum, payable semi-annually inarrears on February 1 and August 1 of each year, commencing on February 1, 2021, as set forth in the attached forms of the 2026 Notes. The 2028 Noteswill bear interest at 3.250% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2021, as setforth in the attached forms of the 2028 Notes. The 2031 Notes will bear interest at 3.625% per annum, payable semi-annually in arrears on February 1 andAugust 1 of each year, commencing on February 1, 2021, as set forth in the attached forms of the 2031 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 SubstituteRating Agency (as defined below)) 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 followingtable, 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 thepercentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately following paragraph.

Moody’s Rating*

Percentage interestrate 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 immediatelyfollowing 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 issuanceplus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

S&P Rating*


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 RatingAgency therefor), as the case may be, subsequently increases its rating of the Notes to any of the threshold ratings set forth above, theinterest rate on the Notes will be decreased such that the interest rate for the Notes equals the interest rate payable on the Notes on thedate of their initial issuance plus the percentages set forth opposite the ratings from the tables above in effect immediately following theincrease in rating. If Moody’s (or any Substitute Rating Agency therefor) subsequently increases its rating of the Notes to Baa3 orhigher (or its respective equivalent, in either case of any Substitute Rating Agency or under any successor rating categories ofMoody’s), and S&P (or any Substitute Rating Agency therefor) increases its rating to BBB- or higher (or its respective equivalent, ineither case of any Substitute Rating Agency or under any successor rating categories of S&P), the interest rate on the Notes will bedecreased to the interest rate payable on the Notes on the date of their initial issuance;

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2. interest rates on the Notes will permanently cease to be subject to any adjustment described above (notwithstanding any subsequentdowngrade in the ratings by either or both rating agencies) if the Notes become rated Baa1 and BBB+ (or the equivalent of either suchrating, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, a Substitute Rating Agencytherefor), respectively (or one of these ratings if the Notes are only rated by one Rating Agency (as defined below)), and thereafter theinitial 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 SubstituteRating Agency or under any successor rating categories of Moody’s or S&P, as the case may be), whether occasioned by the action ofMoody’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 thedate of their initial issuance or (2) the total increase in the interest rate on the Notes exceed 2.000% above the interest rate payable onthe 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 aresult 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 theNotes for any reason beyond the Company’s control, the Company will use its commercially reasonable efforts to obtain a rating of theNotes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determiningany 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 hassince 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 ingood faith by an independent investment banking institution of national standing appointed by us and, for purposes ofdetermining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, suchratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table; and

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c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest ratepayable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite the ratingfrom 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 theNotes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice the percentage setforth 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 onthe 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 ceasesto make a rating of the Notes publicly available for reasons within the Company’s control, it will not be entitled to obtain a rating froma Substitute Rating Agency and the increase or decrease in the interest rate of the Notes shall be determined in the manner describedabove 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 dateon which a rating change occurs that requires an adjustment in the interest rate. As such, interest will not accrue at such increased ordecreased rate until the next interest payment date following the date on which the rating change occurs. If Moody’s or S&P (or, ineither case, a Substitute Rating Agency therefor) changes its rating of the Notes more than once during any particular interest period, thelast change by such agency will control for purposes of any interest rate increase or decrease with respect to the Notes described aboverelating 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 bedeemed 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, theTrustee 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 rateshould 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 adjustedinterest 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 theNotes 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 SecuritiesExchange Act of 1934, as amended, selected by the Company (as certified by a resolution of the Company’s board of directors or authorized committeethereof) 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 2024 Notes shall be January 15 or July 15, as the case may be, immediatelypreceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2026 Notes shall beJanuary 15 or July 15, as the case may be, immediately preceding an interest payment date or the maturity date, as applicable. The Regular Record Dates (asdefined in the Indenture) for the 2028 Notes shall be January 15 or July 15, as the case may be, immediately preceding an interest payment date or thematurity date, as applicable. The Regular Record Dates (as defined in the Indenture) for the 2031 Notes shall be January 15 or July 15, as the case may be,immediately preceding an interest payment date or the maturity date, as applicable.

(h) Each of the 2024 Notes, the 2026 Notes, the 2028 Notes and the 2031 Notes, will be represented by one or more Global Securities(“Global Notes”) as described under the caption “Description of Notes” in the prospectus supplement dated October 29, 2020 to the base prospectus datedAugust 3, 2020.

(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 GlobalNotes 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 ownersor 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. IfThe Depository Trust Company (“DTC”) notifies the Company that it is unwilling or unable to continue as a clearing system in connection with the GlobalNotes, or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and a successor clearing system is not appointed by theCompany 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 willissue or cause to be issued individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the Notesrepresented by such Global Notes upon delivery of such Global Notes for cancellation. In the event that individual certificates are issued, holders of theNotes 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’sPaying Agent, The Bank of New York Mellon Trust Company, N.A.

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(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 theeffect 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 andpayable, (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 tothe 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 ofthe 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 certainlimitations 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 besigned in connection with this certificate, including by the Trustee, shall be deemed to include electronic signatures, deliveries or the keeping of records inelectronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or theuse of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder byelectronic means. For the avoidance of doubt, this Section (n) shall be deemed to amend the (1) first paragraph of Section 303 of the Indenture (i) to permitelectronic signatures of the Notes by the officers specified therein (ii) to remove the requirement that the corporate seal be affixed to the signature page ofthe 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 acertificate of authentication by the Trustee to be executed by manual, electronic or facsimile signature and that any Note executed, authenticated anddelivered 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 subjectto 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 2024 Notes. Attached hereto as Exhibit C is atrue and correct copy of the Global Note representing the 2026 Notes. Attached hereto as Exhibit D is a true and correct copy of the Global Noterepresenting the 2028 Notes. Attached hereto as Exhibit E is a true and correct copy of the Global Note representing the 2031 Notes.

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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 $1,000,000,000aggregate principal amount of its 1.950% Senior Notes due 2024, one or more notes representing $1,400,000,000 aggregate principal amount of its 2.750%Senior Notes due 2026, one or more notes representing $1,100,000,000 aggregate principal amount of its 3.250% Senior Notes due 2028 and one or morenotes representing $1,400,000,000 aggregate principal amount of its 3.625% Senior Notes due 2031, each of which has been duly executed by theCompany. The Trustee is hereby requested pursuant to Section 303 of the Indenture (i) to authenticate the Global Notes in the name of Cede & Co. (whichis 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 therepresentatives of the several Purchasers (the “Purchasers”) listed in Schedule A to the Purchase Agreement, dated October 29, 2020, among the Companyand the Purchasers, or their designated agents; and (iv) to deliver the Global Notes to or at the direction of the Purchasers against receipt therefor. ThisSection 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 suchcounterparts shall together constitute one and the same instrument. Capitalized terms used herein without definition shall have the meanings ascribed tosuch terms in the Indenture.

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

[SIGNATURE Page TO FOLLOW]

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IN WITNESS WHEREOF, we have hereunto signed our names on this 2nd day of November, 2020.

/s/ David A. DohnalekName: David A. DohnalekTitle: Senior Vice President, Finance and Treasurer

/s/ Ruud P. RoggekampName: Ruud P. RoggekampTitle: Assistant Treasurer of CorporateFinance, 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 2024 NOTES

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

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

Registered Principal Amount: $500,000,000No. [1 / 2] CUSIP No.: 097023 CZ6

ISIN No.: US097023CZ63

THE BOEING COMPANY

1.950% Senior Notes due 2024

1. Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein calledthe “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay toCEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION dollars ($500,000,000) on February 1, 2024 (the “Maturity Date”),unless earlier redeemed, and to pay interest thereon from November 2, 2020, or from the most recent Interest Payment Date to which interest has been paidor duly provided for, semi-annually in arrears on February 1 and August 1 in each year (each an “Interest Payment Date”), commencing February 1, 2021 atthe rate of 1.950% 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 oftwelve 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, asprovided 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 onJanuary 15 or July 15 (each “Regular Record Date”), as the case may be, immediately preceding such Interest Payment Date or the Maturity Date, asapplicable. 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 andmay 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 Datefor 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 seriesnot 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 ofany 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 fullyprovided 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 ofinterest accrued from and including the immediately preceding Interest Payment Date (or from and including November 2, 2020, in the case of the initialInterest 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 theMaturity 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 wasdue, 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 lawor 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 theCompany 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 ormore series under an indenture, dated as of February 1, 2003 (herein called the “Indenture”), between the Company, as issuer, and The Bank of New YorkMellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (in such capacity, the “Trustee”), and with respect to which, the terms of thisNote were established pursuant to the Officers’ Certificate delivered pursuant to Section 301 (the “Section 301 Certificate”) of the Indenture and dated thedate hereof, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations ofrights, 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 1.950% Senior Notes due 2024 of the Company, which series is initially limited to $1,000,000,000 inaggregate principal amount. The Company may issue additional notes of the same series. The Notes are unsecured obligations of the Company and rankpari 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 TrustIndenture Act of 1939, as amended (the “TIA”), as in effect on the date of the Indenture (except as otherwise indicated in the Indenture). Notwithstandinganything 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 ofthem.

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 theCompany 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 theCompany, by check mailed to the address of the person entitled thereto as of the Regular Record Date and as shown on the Security Register. Suchpayments shall be payable in Dollars.

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

5. Optional Redemption. At any time prior to the Maturity Date, this Note will be redeemable, as a whole or in part, at the Company’s option, at anytime or from time to time, on at least 10 days, but not more than 60 days, prior notice to Holders of this note. This Note will be subject to redemption at aredemption price equal to the greater of:

• 100% of the then outstanding principal amount of this Note to be redeemed, together with any accrued and unpaid interest on such principalamount being redeemed 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 maturedon the applicable redemption date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve30-day months) at the Treasury Rate, as defined below, plus 30 basis points, together with any accrued and unpaid interest on such principalamount being redeemed to, but not including, the redemption date.

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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 publishedstatistical release designated “H.15” or any successor publication which is published daily by the Board of Governors of the Federal ReserveSystem 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 threemonths before or after the maturity date for the Notes, yields for the two published maturities most closely corresponding to the ComparableTreasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basisrounding 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 rateper annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for theComparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemptiondate.

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 amaturity comparable to the remaining term of the Notes to be redeemed (assuming the Notes matured on the applicable redemption date) that would beutilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparablematurity to the remaining term of such Notes (assuming the Notes matured on the applicable redemption 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 ReferenceTreasury Dealer Quotations; or

• 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.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determinedby 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 inwriting 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 Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho SecuritiesUSA LLC, RBC Capital Markets, LLC, a treasury dealer selected by SMBC Nikko Securities America, Inc. and one other treasury dealer selected by theCompany, 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 firmthat 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 andinterest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not anInterest Payment Date with respect to such Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by theamount 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 defaultsin the payment of the redemption price and accrued interest. On or before the redemption date, the Company will deposit with the Paying Agent, or theTrustee, 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 tobe redeemed, the Notes to be redeemed shall be selected in accordance with procedures of DTC; provided, however, that a partial redemption must be in anamount 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 RatingAgency) downgrades (or subsequently upgrades) its rating assigned to the Notes, as set forth below.


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


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 immediatelyfollowing 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 issuanceplus the percentage set forth opposite the ratings from the table below, plus any applicable percentage from the immediately preceding paragraph.

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




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





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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, theTrustee 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 rateshould be, or make any other determinations or calculations in respect of any interest amounts due on the Notes.



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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 excessthereof. A Holder may register transfers of or exchange securities in accordance with the Indenture. No service charge shall be made for any suchregistration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable inconnection therewith. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or theTrustee 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 theCompany, 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 ofthis 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 effectprovided 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, andwith 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 notless than 662/3% in principal amount of the Outstanding Securities of each series to be adversely affected thereby, the Company, when authorized by orpursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures thereto to add any provisions or to change or eliminate anyprovisions of the Indenture or any other indenture supplemental thereto or to modify the rights of the Holders of each such series. The Indenture alsoprovides, with certain exceptions therein provided, that the Holders of not less than a majority in principal amount of the Outstanding Securities of anyseries 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 andits 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 ofthis Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent orwaiver is made upon this Note.

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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 ofthe 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 inthe 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 anyclaim 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 theconsideration 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 theIndenture.

15. Governing Law. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS 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. Allagreements 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, electronicor 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), TENENT (= 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 hascaused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices as a convenience to Holders. No representation ismade 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 otheridentification 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 MELLONTRUST 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 thesaid 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, withoutalteration or enlargement or any change whatever.]

EXHIBIT C

FORM OF 2026 NOTES



Registered Principal Amount: $[500,000,000 / 400,000,000]No. [1 / 2 / 3] CUSIP No.: 097023 DA0

ISIN No.: US097023DA04

THE BOEING COMPANY


1. Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein calledthe “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay toCEDE & CO., or registered assigns, the principal sum of [FIVE HUNDRED / FOUR HUNDRED] MILLION dollars ($[500,000,000 / 400,000,000]) onFebruary 1, 2026 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from November 2, 2020, or from the most recent InterestPayment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 in each year (each an “InterestPayment Date”), commencing February 1, 2021, at the rate of 2.750% per annum until the principal hereof is paid or made available for payment. Interestwill 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 InterestPayment 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 predecessornotes) is registered at the close of business on January 15 or July 15 (each “Regular Record Date”), as the case may be, immediately preceding such InterestPayment 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 theHolder 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 theclose 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 shallbe 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 mannernot 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 requiredby 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 thecase may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and includingNovember 2, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the casemay 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 ifit 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 Dateor 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 areauthorized 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.


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5. Optional Redemption. Prior to January 1, 2026 (one month prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole or inpart, 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 aredemption 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 redemptiondate; 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 maturedon 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 40 basis points, together with any accrued and unpaid interest to, but not including, theredemption 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 60days, 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 anyaccrued and unpaid interest to, but not including, the redemption date. The Trustee shall have no responsibility for calculating any redemption price.





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




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a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but whichhas 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 bedetermined in good faith by an independent investment banking institution of national standing appointed by us and, forpurposes of determining the applicable ratings included in the applicable table above with respect to such SubstituteRating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in suchtable; and

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c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interestrate payable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite therating 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 ofthe Notes necessitated by a reduction or increase in the rating by the Rating Agency providing the rating shall be twice thepercentage set forth in the applicable table above. For so long as none of Moody’s, S&P or a Substitute Rating Agency providesa 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 interestrate payable on the Notes on the date of their initial issuance. If Moody’s or S&P either ceases to rate the Notes for reasonswithin the Company’s control or ceases to make a rating of the Notes publicly available for reasons within the Company’scontrol, it will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or decrease in the interest rateof the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating ofthe Notes;

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



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THE BOEING COMPANY






Dated: _________________, 2020

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

TRANSFER NOTICE





(The signature must be guaranteed by an eligible institution member of themedallion signature guarantee program.)


EXHIBIT D

FORM OF 2028 NOTES



Registered Principal Amount: $[500,000,000 / 100,000,000]No. [1 / 2 / 3] CUSIP No.: 097023 DB8

ISIN No.: US097023DB86

THE BOEING COMPANY


1. Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein calledthe “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay toCEDE & CO., or registered assigns, the principal sum of [FIVE HUNDRED / ONE HUNDRED] MILLION dollars ($[500,000,000 / 100,000,000]) onFebruary 1, 2028 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from November 2, 2020, or from the most recent InterestPayment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 in each year (each an “InterestPayment Date”), commencing February 1, 2021, at the rate of 3.250% per annum until the principal hereof is paid or made available for payment. Interestwill 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 InterestPayment 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 predecessornotes) is registered at the close of business on January 15 or July 15 (each “Regular Record Date”), as the case may be, immediately preceding such InterestPayment 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 theHolder 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 theclose 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 shallbe 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 mannernot 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 requiredby 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 thecase may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and includingNovember 2, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the casemay 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 ifit 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 Dateor 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 areauthorized 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.


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5. Optional Redemption. Prior to December 1, 2027 (two months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a whole orin 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 aredemption price equal to the greater of:



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Moody’s Rating*


NotesBa1 0.250%Ba2 0.500%Ba3 0.750%B1 or below 1.000%



S&P Rating*


NotesBB+ 0.250%BB 0.500%BB- 0.750%B+ or below 1.000%




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a. such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the Notes, but whichhas 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 bedetermined in good faith by an independent investment banking institution of national standing appointed by us and, forpurposes of determining the applicable ratings included in the applicable table above with respect to such SubstituteRating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in suchtable; and

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c. the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interestrate payable on the Notes on the date of their initial issuance plus the appropriate percentage, if any, set forth opposite therating 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);






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THE BOEING COMPANY

Dated: , 2020 By: Name: David A. Dohnalek

Title: Senior Vice President, Finance and Treasurer





Dated: , 2020

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

TRANSFER NOTICE




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

(The signature must be guaranteed by an eligibleinstitution member of the medallion signatureguarantee program.)


EXHIBIT E

FORM OF 2031 NOTES



Registered Principal Amount: $[500,000,000 / 400,000,000]No. [1 / 2 / 3] CUSIP No.: 097023 DC6

ISIN No.: US097023DC69

THE BOEING COMPANY


1. Principal and Interest. THE BOEING COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein calledthe “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay toCEDE & CO., or registered assigns, the principal sum of [FIVE HUNDRED / FOUR HUNDRED] MILLION dollars ($[500,000,000 / 400,000,000]) onFebruary 1, 2031 (the “Maturity Date”), unless earlier redeemed, and to pay interest thereon from November 2, 2020, or from the most recent InterestPayment Date to which interest has been paid or duly provided for, semi-annually in arrears on February 1 and August 1 in each year (each an “InterestPayment Date”), commencing February 1, 2021, at the rate of 3.625% per annum until the principal hereof is paid or made available for payment. Interestwill 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 InterestPayment 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 predecessornotes) is registered at the close of business on January 15 or July 15 (each “Regular Record Date”), as the case may be, immediately preceding such InterestPayment 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 theHolder 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 theclose 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 shallbe 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 mannernot 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 requiredby 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 thecase may be, will be the amount of interest accrued from and including the immediately preceding Interest Payment Date (or from and includingNovember 2, 2020, in the case of the initial Interest Payment Date) to but excluding the applicable Interest Payment Date or the Maturity Date, as the casemay 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 ifit 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 Dateor 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 areauthorized 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.


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5. Optional Redemption. Prior to November 1, 2030 (three months prior to maturity) (the “Par Call Date”), this Note will be redeemable, as a wholeor 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 aredemption price equal to the greater of:



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THE BOEING COMPANY




THE BANK OF NEW YORK MELLONTRUST COMPANY, N.A., as Trustee By:

Name: Title: Authorized Officer

Dated: _________________, 2020

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

TRANSFER NOTICE





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


Exhibit 5.1

300 North LaSalleChicago, Illinois 60654

(312) 862-2000

www.kirkland.com

November 2, 2020

The Boeing Company100 North RiversideChicago, 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 connectionwith the issuance and sale by the Company of $1,000,000,000 aggregate principal amount of 1.950% Senior Notes due 2024 (the “2024 Notes”),$1,400,000,000 aggregate principal amount of 2.750% Senior Notes due 2026 (the “2026 Notes”), $1,100,000,000 aggregate principal amount of 3.250%Senior Notes due 2028 (the “2028 Notes”) and $1,400,000,000 aggregate principal amount of 3.625% Senior Notes due 2031 (the “2031 Notes,” togetherwith the 2024 Notes, the 2026 Notes and the 2028 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 recordsand other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificate of incorporation and by-laws of theCompany, (ii) the registration statement on Form S-3 (No. 333-240300) (as amended or supplemented, the “Registration Statement”) to which this letter isan exhibit, (iii) the indenture, dated February 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trusteeto 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 alldocuments submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legalcapacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, theauthority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documentsby the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, buthave relied upon statements and representations of officers and other representatives of the Company and others.

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

The Boeing CompanyNovember 2, 2020Page 2

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) anybankruptcy, 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 policyconsiderations 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 DelawareGeneral Corporation Law.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinionthat 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 onForm 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 theprospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whoseconsent 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 obligationsthereunder 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 CorporationLaw 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 ofthe securities or “blue sky” laws of the various states to the sale of the Notes.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. Thisopinion 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 connectionwith the filing of the Company’s Current Report on Form 8-K, which is incorporated into the Registration Statement, and in accordance with therequirements 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 uponfor any other purposes.

The Boeing CompanyNovember 2, 2020Page 3

Sincerely,

/s/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

Documents

Item 1.01. Entry into a Material Contract