Item 8.01. Other Events.
On February 16, 2017, The Boeing Company (the Company) issued $900,000,000 in aggregate principal amount of senior notes (the
Notes) consisting of (1) $300,000,000 in aggregate principal amount that bear interest at the rate of 2.125% per annum and will mature on March 1, 2022 (the 2022 Notes), (2) $300,000,000 in aggregate principal amount
that bear interest at the rate of 2.800% per annum and will mature on March 1, 2027 (the 2027 Notes) and (3) $300,000,000 in aggregate principal amount that bear interest at the rate of 3.650% per annum and will mature on
March 1, 2047 (the 2047 Notes). Interest on the Notes is payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2017. The Notes are unsecured and have the same rank as the
Companys other unsecured and unsubordinated debt.
The Notes were issued pursuant to an Indenture dated as of February 1, 2003, between the
Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank. The sale of the Notes was made pursuant to the terms of a Purchase Agreement (the Purchase Agreement), dated February 14,
2017, by and among the Company and (a) with respect to the 2022 Notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and SMBC Nikko Securities America, Inc., (b) with respect to the 2027 Notes, Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and Mizuho Securities USA Inc. and (c) with respect to the 2047 Notes, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the purchasers named therein.
The Company may redeem the Notes in whole or in part, upon at least 30 days notice but not more than 60 days notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated
February 14, 2017, as filed with the Securities and Exchange Commission (the SEC) on February 15, 2017 (the Final Prospectus Supplement).
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Companys Registration Statement on
Form S-3
(Registration
No. 333-202311),
as filed with the SEC on February 26, 2015. The Company has filed with the SEC a Prospectus dated February 26,
2015, a Preliminary Prospectus Supplement dated February 14, 2017, a Free Writing Prospectus dated February 14, 2017, and the Final Prospectus Supplement in connection with the public offering of the Notes.
The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 1.1
hereto and is incorporated herein by reference. Kirkland & Ellis LLP has issued an opinion, dated February 16, 2017, to the Company regarding certain legal matters with respect to the offering of the Notes, a copy of which is filed as
Exhibit 5.1 hereto.