Boeing (BA) 10-K risk factor changes: FY2021 vs FY2020

We face significant risks related to the spread of the COVID-19 virus and developments surrounding the global pandemic have had, and will continue to have, significant effects on our business, financial condition, results of [removed: operations,] [added: operations] and cash flows.

These risks include materially reduced demand for our products and services, increased instability in our [added: operations and in our] supply [removed: chain,] [added: chain] and challenges to the ongoing viability of some of our customers.

These challenges have included, and may in the future [removed: include] [added: include,] production site shutdowns, [removed: and] workplace disruptions and restrictions on the movement of people, [added: social distancing guidelines, increased employee absenteeism due to illness and/or quarantine/contact tracing requirements, as well as reduced availability of] raw materials and goods, both at our own facilities and those of our customers and suppliers.

[removed: For example, during] [added: During] the second quarter of 2020, we temporarily suspended operations in Puget Sound, South Carolina, and Philadelphia, as well as at several other key production sites.

While we have resumed operations at all of our production [removed: sites] [added: sites,] we cannot predict whether or where further production disruptions could be required or what the ongoing impact of COVID-19-related operating restrictions will be.

For example, we continue to experience [added: near-term production disruptions and inefficiencies as well as] additional operating costs due to social distancing [removed: requirements] [added: requirements, increased levels of employee absenteeism] and other factors related to COVID-19 restrictions.

We continue to monitor federal, [removed: state,] [added: state] and municipal health authorities for new or modified guidance and requirements concerning the COVID-19 pandemic, and we may be required to impose additional operational restrictions and/or suspend operations at key production sites based on these requirements and recommendations and/or workplace disruptions caused by COVID-19.

Many of our suppliers also were required to suspend operations during the second quarter of [removed: 2020, and they may experience additional disruptions in 2021.][added: 2020.]

[removed: Any prolonged] [added: Further production disruptions and inefficiencies,] suspension of operations or delayed recovery in our operations, and/or any [removed: similar suspension of operations or delayed recovery at] [added: comparable impacts involving] one or more of our key suppliers, or the failure of any of our key suppliers, would result in further challenges to our business, [removed: leading to] [added: which could have] a further material adverse effect on our business, financial [removed: condition,] [added: position,] results of [removed: operations, and] [added: operations and/or] cash flows.

During the year ended December 31, [removed: 2020,] [added: 2021,] net cash used by operating activities was [removed: $18.4] [added: $3.4] billion.

At December 31, [removed: 2020,] [added: 2021,] cash and short-term investments totaled [removed: $25.6] [added: $16.2] billion.

Our debt balance totaled [removed: $63.6] [added: $58.1] billion at December 31, [removed: 2020, up] [added: 2021, down] from [removed: $27.3] [added: $63.6] billion at December 31, [removed: 2019.][added: 2020.]

We expect negative operating cash flows in future quarters until deliveries begin to return to historical levels, and if [added: the pace and scope of the recovery are worse than we currently contemplate, we may need to obtain additional financing in order to fund our operations and obligations.]

Most airlines have significantly reduced their capacity, and many could implement further [removed: reductions in the near future.][added: reductions.]

These capacity changes are causing, and are expected to continue to cause, negative impacts to our customers’ revenue, earnings, and cash flow, and in some cases may threaten the future viability of some of our customers, potentially causing defaults within our customer financing portfolio, which was [removed: $2.0] [added: $1.8] billion as of December 31, [removed: 2020] [added: 2021] and/or requiring us to remarket aircraft that have already been produced and/or are currently in backlog.

In addition to the near-term impact, there is risk that the industry implements longer-term strategies involving reduced capacity, shifting route [removed: patterns,] [added: patterns] and mitigation strategies related to impacts from COVID-19 and the risk of future public health crises.

In addition, airlines may experience reduced demand due to reluctance by the flying public to travel [removed: due to] [added: as a result of] travel restrictions and/or social distancing requirements.

As a result, there is significant uncertainty with respect to [removed: when commercial air traffic levels will begin to recover, and] whether and at what point [added: commercial air traffic] capacity will return to and/or exceed pre-COVID-19 levels.

[removed: Any of these factors would] [added: This uncertainty may] have a significant impact on the demand for both single-aisle and wide-body commercial aircraft, as well as for the services we provide to commercial airlines.

[removed: the extent that the COVID-19 pandemic] or its aftermath further impacts demand for our products and services or impairs the viability of some of our customers and/or suppliers, our financial [removed: condition,] [added: position,] results of [removed: operations, and] [added: operations and/or] cash flows could be adversely affected, and those impacts could be material.

We [removed: are] [added: remain] subject to a number of risks and uncertainties related to the 737 MAX.

These risks include uncertainties regarding the timing and conditions of [added: remaining] 737 MAX regulatory approvals, [removed: in certain non-U.S. jurisdictions,] lower than planned production rates and/or delivery rates, [removed: increased] [added: additional] considerations to customers, increased supplier costs and supply chain health, changes to the assumptions and estimates made in our financial statements regarding the 737 [removed: program,] [added: program] and potential outcomes of [removed: various] 737 MAX-related legal proceedings and government [removed: investigations.][added: investigations that remain outstanding.]

On March 13, 2019, the [removed: Federal Aviation Administration (FAA)] [added: FAA] issued an order to suspend operations of all 737 MAX aircraft in the U.S. and by U.S. aircraft operators following two fatal 737 MAX accidents.

The grounding [removed: has] reduced revenues, operating [removed: margins,] [added: margins] and cash flows, and will continue to do so until production rates return to pre-grounding levels.

[removed: We] [added: While we have received regulatory approval to return the 737 MAX to service in most jurisdictions, we] continue to work with certain non-U.S. civil aviation authorities to complete remaining steps toward certification and readiness for return to service worldwide.

Any delays in [added: the completion of the] certification [removed: in one or more jurisdictions] [added: activities] and/or the ramp-up of deliveries or other liabilities associated with the accidents or grounding could have a material adverse effect on our financial position, results of [removed: operations,] [added: operations] and/or cash flows.

We also are fully cooperating with U.S. government investigations related to the accidents and the 737 MAX, including [removed: investigations] [added: an ongoing investigation] by the Securities and Exchange Commission.

[removed: In January 2021, we entered into] [added: We also remain subject to compliance with] a Deferred Prosecution Agreement with the U.S. Department of Justice [removed: that resolves] [added: relating to] the Department of Justice’s [removed: previously disclosed] investigation into us regarding the evaluation of the 737 MAX airplane by the FAA.

We expensed $744 [added: million] in the fourth quarter of 2020 related to this agreement.

Any further adverse impacts related to any such litigation or [removed: investigation] [added: investigations] could have a further material impact on our financial position, results of operations and/or cash flows.

Impacts related to [removed: these actions] [added: our suspension of 737 MAX production from 2019 to 2020] significantly increased costs to produce aircraft included in the current accounting quantity and have resulted in reduced 737 program and overall BCA segment operating margins.

We have also made significant assumptions regarding estimated costs expected to be incurred in [removed: 2021] [added: 2022] that should be included in program inventory and those estimated costs that will be expensed when incurred as abnormal production costs.

If [removed: we are unable to return] the [removed: 737 MAX aircraft] [added: completion of remaining certification activities and/or our ability] to [removed: service in one or more jurisdictions or] deliver 737 aircraft to customers [removed: on the schedule and/or at a pace consistent with our expectations,] [added: is impaired,] we will incur significant additional costs and/or [added: be required to] delay the planned ramp-up of 737 production.

These delays would also result in significant additional disruption to the 737 production system and [removed: further delay efforts to restore and/or implement previously planned increases in the 737]

In addition, we have experienced claims and assertions from customers in connection with the [removed: grounding,] [added: grounding] and [removed: we] [added: associated delivery delays, and] recorded an [removed: earnings charge of $8,259 million, net of insurance recoveries of $500 million, in 2019, in connection with an] estimate of potential concessions and other considerations to customers for [removed: disruptions related to the grounding and associated delivery delays.][added: these disruptions.]

Any further delays in regulatory approval of the 737 MAX in one or more jurisdictions, further disruptions to suppliers and/or the long-term health of the production system, supplier claims or assertions, or changes to estimated concessions or other considerations we expect to provide to customers could have a material adverse effect on our financial position, results of [removed: operations,] [added: operations] and/or cash flows.

In the event of unanticipated additional training requirements in one or more jurisdictions, delays in regulatory [removed: approval,] [added: approval] and/or delays in our ability to resume deliveries to one or more customers, we may be required to take actions with longer-term impact, such as further changes to our production plans, employment reductions and/or the expenditure of significant resources to support our supply chain and/or customers.

[removed: In addition to the estimated timing of the resumption of deliveries, we] [added: We] have made assumptions regarding outcomes of accident investigations and other government inquiries, timing of future 737 production rate increases, timing and sequence of future deliveries, supply chain health as we implement our production plans, as well as outcomes of negotiations with customers.

Any changes in these estimates and/or assumptions with respect to the 737 program could have a material impact on our financial position, results of [removed: operations,] [added: operations] and/or cash flows.

For additional [removed: information,] [added: information on our accounting policies for recognizing sales and profits,] see our discussion under “Management’s Discussion and [removed: Analysis-Critical] [added: Analysis – Critical] Accounting Policies [added: & Estimates – Accounting for Long-term Contracts/Program Accounting” on pages 51 – 54] and [removed: Estimates-737 MAX Grounding”] [added: Note 1 to our Consolidated Financial Statements] on pages [removed: 55 - 56.][added: 64 – 77 of this Form 10-K.]

In addition, future vaccination mandates or other government requirements may further disrupt our operations and those of our customers and suppliers.

If future vaccination mandates or other similar governmental requirements take effect, or if COVID-19 case rates worsen at one or more of our production facilities, we may face further increases in employee absenteeism and/or attrition, any of which could cause operational disruptions and otherwise have an adverse effect on our business and results of operations.

In 2021, we experienced part shortages which disrupted our operations and delayed deliveries.

We may experience additional disruptions and/or part shortages in 2022.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

To the extent that the COVID-19 pandemic

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

For example, the COVID-19 pandemic could cause and continue to cause an increasingly competitive labor market due to a sustained labor shortage or increased turnover rates within our employee base.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

further delay efforts to restore and/or implement previously planned increases in the 737 production rate.

As of December 31, 2021, the remaining liability associated with these concessions and other considerations totaled $2.9 billion, of which $0.7 billion remains subject to negotiation.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

The FAA has been working to implement safety reforms such as the implementation of the 2018 FAA Reauthorization Act and the 2020 Aircraft Certification, Safety and Accountability Act, among them changing the process for certification of commercial aircraft.

Comparable agencies that regulate similar matters in other countries may adopt similar changes.

To the extent the FAA or other similar regulatory agencies outside the U.S. implement more stringent regulations, we may incur additional costs to achieve compliance.

737 MAX deliveries resumed in late 2020 and early 2021 upon approval of the FAA and other non-U.S. civil aviation authorities.

During 2020 and 2021, we experienced production quality issues, including in our supply chain, which have contributed to lower 787 deliveries, including a pause in 787 deliveries since May 2021.

During 2021, this resulted in reprioritizing production resources to support inspections and rework.

We continue to conduct inspections and rework on undelivered 787 aircraft and engage in detailed discussions with the FAA regarding required actions for resuming delivery.

The regulators will ultimately determine the timing and conditions for resuming 787 deliveries.

During 2021, we reprioritized production resources to support inspections and rework on undelivered 787 aircraft.

The 787 program is currently producing at very low rates and expects that to continue until deliveries resume.

We are also continuing to implement changes in the production process designed to ensure that newly-built airplanes meet our specifications and do not require further inspections and rework.

If production rate changes at any

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

For example, in 2021, we performed additional inspections and associated rework on 787 aircraft in inventory and continued discussions with the FAA regarding required actions to resume deliveries, resulting in additional costs and further delays in aircraft deliveries to customers.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

software in its procurement processes.

Also, additional federal appropriations to cover the increased costs of federal contractors’ compliance with evolving U.S. Government contractual requirements associated with COVID-19 mitigation are unlikely, reducing the U.S. Government’s buying power.

- changes in regulatory requirements or other executive branch actions, such as Executive Orders;

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

Changes to customer or model mix,

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

For example, proposals to raise domestic content thresholds for our U.S. government contracts could have negative impacts on our business.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

In addition, increased compliance costs and costs due to loss of productivity due to COVID-19 may not be reimbursed.

For example in the fourth quarter of 2021, BDS recorded additional losses of $402 million on the KC-46A Tanker contract reflecting continued disruption in the factory and in the supply chain, including impacts of COVID-19, and an increase in costs to complete the new Remote Vision System as the customer’s requirements definition has evolved.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

In all cases, our current liabilities and ongoing cost assessments are based on current laws and regulations.

the pace and scope of the recovery are worse than we currently contemplate, we may need to obtain additional financing in order to fund our operations and obligations.

Near-term cargo traffic has also fallen, but to a lesser extent as global trade has begun to recover.

In addition, if 737 MAX aircraft in one or more jurisdictions remain grounded for an extended period of time, we may experience additional reductions to backlog and/or significant order cancellations.

We are also observing a significant increase in the number of requests for payment deferrals, contract modifications, lease restructurings and similar actions, and these trends may lead to additional charges, impairments and other adverse financial impacts in our business over time.

In addition, to the extent that customers have valid rights to cancel undelivered aircraft, we may be required to refund pre-delivery payments, putting additional constraints on our liquidity.

The COVID-19 pandemic also has increased, and its aftermath is also expected to continue to increase, uncertainty with respect to global trade volumes, which could put negative pressure on cargo traffic levels.

To

In connection with the effort to return the 737 MAX to service, we developed software updates for the 737 MAX, together with an associated pilot training and supplementary education program.

production rate.

As a result, our ability to deliver aircraft on time, satisfy regulatory and customer requirements, and achieve or maintain, as applicable, program profitability is subject to significant risks.

We continue to engage in significant ongoing development, testing and production of the 777X aircraft.

For example, in the fourth quarter of 2020, we expanded the scope of production inspections on the 787 program, and those inspections and associated rework are delaying scheduled deliveries and resulting in additional 787 aircraft in inventory.

- changes in regulatory requirements;

In addition, the U.S. and European Union (EU) have been engaged in two long-running disputes at the World Trade Organization (WTO) relating to large civil aircraft, including one that has resulted in the imposition of tariffs on certain of our products.

respect to timing of future certifications could have an impact on overall program status.

Congressional appropriations process due to fiscal constraints, changes in U.S. national security strategy and/or priorities or other reasons.

For example in 2020, we recorded additional reach-forward losses of $1,320 million on the KC-46A Tanker contract reflecting $551 million of costs associated with the agreement signed in April 2020 with the U.S. Air Force to develop and integrate a new Remote Vision System, and the remaining costs reflect production inefficiencies including impacts of COVID-19 disruption.

For example, in 2018, in connection with winning the T-7A Red Hawk and MQ-25 competitions, we recorded a loss of $400 million associated with options for 346 T-7A Red Hawk aircraft and a loss of $291 million related to the MQ-25 Engineering, Manufacturing and Development (EMD) contract.

COVID-19 pandemic and/or associated changes in demand for our products and services.

For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see “Management's Discussion and Analysis-Critical Accounting Policies-Pension Plans” on pages 57 - 58 of this Form 10-K.

aircraft that are concentrated in our portfolio suffer greater than expected declines in value, our earnings, cash flows and/or financial position could be materially adversely affected.

Our strategy is centered on successful execution in healthy core businesses – Commercial Airplanes (BCA), Defense, Space & Security [removed: (BDS),] [added: (BDS)] and Global Services (BGS) – supplemented and supported by Boeing Capital (BCC).

BGS provides support for commercial and defense through innovative, [removed: comprehensive,] [added: comprehensive] and cost-competitive product and service solutions.

The [removed: global outbreak of COVID-19] [added: pause in 787 deliveries] and the residual impacts of the 737 MAX grounding [removed: continue to have significant adverse impacts on our business and] are expected to continue to [removed: negatively] [added: have a significant] impact [removed: revenue, earnings and] [added: on our] operating cash [removed: flow in future quarters.][added: flows until 787 deliveries resume and 737 MAX deliveries ramp up.]

[removed: The] [added: While] recovery [removed: remains slow and] [added: is accelerating, we continue to expect that it will remain] uneven as travel restrictions and varying regional travel protocols continue to impact air travel.

Generally, we [added: continue to] expect domestic travel to recover faster than international travel.

Also, the pace of the commercial market recovery will be heavily dependent on COVID-19 infection rates, [removed: progress on testing,] [added: vaccination rates, and] government travel [removed: restrictions,] and [removed: timing] [added: other restrictions on trade] and [removed: availability of a vaccine.][added: commercial activity.]

[removed: Air] [added: Overall] cargo [removed: traffic levels contracted this year due to weak global trade growth and] capacity [removed: limitations] [added: remains challenged] given the large impact that COVID-19 has had on international passenger operations, which also carry cargo.

According to IATA, net losses [removed: in 2020] for the airline industry [added: were $138 billion in 2020 and] are expected to be approximately [removed: $118 billion, compared to net profits of $26] [added: $52] billion in [removed: 2019.][added: 2021.]

This comes in many [removed: forms] [added: forms,] such as deferrals of advances and other payments to suppliers, deferrals of deliveries, reduced spending on [removed: services,] [added: services] and, in some cases, cancellation of orders.

[removed: We] [added: While the outlook is improving and we have seen an increase in new orders in 2021, we continue to] face a challenging environment in the [removed: near] [added: near-] to [removed: medium term] [added: medium-term] as airlines [removed: adjust] [added: have adjusted] to reduced [removed: traffic] [added: traffic,] which in turn [removed: will] [added: has resulted in] lower demand for commercial aerospace products and services.

We [removed: currently] expect it will take [removed: approximately three years for world-wide travel to return to 2019 levels and] a few years beyond that for the industry to return to long-term trend [removed: growth of approximately 5%.][added: growth.]

We [removed: now] [added: continue to] anticipate that the first 777X delivery will occur in late 2023.

We will closely monitor the key factors that affect backlog and future demand [added: for each of our commercial aircraft programs,] including customers’ evolving fleet plans, the wide-body replacement cycle and the cargo market.

We will maintain a disciplined rate management [removed: process,] [added: process] and make adjustments as appropriate in the future.

Additionally, if we are unable to make timely deliveries of the large number of aircraft in inventory as of December 31, [removed: 2020,] [added: 2021,] future revenues, earnings and cash flows will be adversely impacted.

The long-term outlook for the industry remains positive due to the fundamental drivers of air travel demand: economic growth, increasing propensity to travel due to increased trade, [removed: globalization,] [added: globalization] and improved airline services driven by liberalization of air traffic rights between countries.

The shock from COVID-19 has reduced the [removed: near] [added: near-] to [removed: medium term] [added: medium-term] demand, but our Commercial Market Outlook forecast projects a 4% growth rate for passenger and cargo traffic over a 20 year period.

Based on long-term global economic growth projections of [removed: 2.5%] [added: 2.7%] average annual [removed: GDP] [added: gross domestic product (GDP)] growth, we project demand for approximately [removed: 43,000] [added: 43,610] new airplanes over the next 20 years.

Deliveries of the 737 MAX resumed in the fourth quarter of 2020, when the [removed: FAA] [added: Federal Aviation Administration (FAA)] rescinded the order that grounded 737 MAX aircraft in the U.S. [removed: Orders to suspend operations of 737 MAX aircraft from certain] [added: In addition, other] non-U.S. civil aviation authorities, including the [added: Brazilian National] Civil Aviation [removed: Administration] [added: Agency, Transport Canada and the European Union Aviation Safety Agency have subsequently approved return] of [removed: China, are still] [added: operations, allowing us to resume deliveries] in [removed: effect.][added: those jurisdictions.]

At BGS, [added: while the outlook is improving,] we are [removed: seeing] [added: continuing to see] a direct impact on our commercial supply chain business as fewer flights and more aircraft [removed: retirements] [added: parked] result in a decreased demand for our parts and logistics offerings.

Additionally, our commercial customers are curtailing discretionary spending, such as modifications and [removed: upgrades] [added: upgrades,] and focusing on required maintenance.

The demand outlook for our government services [removed: business, which in 2019 accounted for just under] [added: business remains stable; government services comprises approximately] half of BGS revenue, [removed: remains stable.][added: which is unchanged from pre-pandemic levels.]

In addition, [removed: a number of our suppliers have suspended or otherwise reduced their operations, and] we are experiencing some supply chain shortages.

These measures and disruptions have reduced overall productivity and adversely impacted our financial position, results of [removed: operations,] [added: operations] and cash [removed: flows in 2020.][added: flows.]

These activities are not intended to constrain our [removed: capacity,] [added: capacity] but to enable the Company to emerge stronger and be more resilient when the market recovers.

We expect that successful execution of these measures will improve [removed: near term] [added: near-term] liquidity and [removed: long term] [added: long-term] cost competitiveness.

| Years ended December 31, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | [removed: $58,158] [added: $62,286] | | | | | | [removed: $76,559] [added: $58,158] | | | | | | [removed: $101,127] [added: $76,559] | | |

| [removed: (Loss)/earnings] [added: Loss] from operations | | | [removed: ($12,767)] [added: ($2,902)] | | | | | | [removed: ($1,975)] [added: ($12,767)] | | | | | | [removed: $11,987] [added: ($1,975)] | | |

| Operating margins | | | [removed: (22.0)] [added: (4.7)] | | % | | | | [removed: (2.6)] [added: (22.0)] | | % | | | | [removed: 11.9] [added: (2.6)] | | % |

| Effective income tax rate | | | [removed: 17.5] [added: 14.8] | | % | | | | [removed: 71.8] [added: 17.5] | | % | | | | [removed: 9.9] [added: 71.8] | | % |

| Net [removed: (loss)/earnings] [added: loss] attributable to Boeing Shareholders | | | [removed: ($11,873)] [added: ($4,202)] | | | | | | [removed: ($636)] [added: ($11,873)] | | | | | | [removed: $10,460] [added: ($636)] | | |

| Diluted [removed: (loss)/earnings] [added: loss] per share | | | [removed: ($20.88)] [added: ($7.15)] | | | | | | [removed: ($1.12)] [added: ($20.88)] | | | | | | [removed: $17.85] [added: ($1.12)] | | |

| Core operating [removed: (loss)/earnings] [added: loss] | | | [removed: ($14,150)] [added: ($4,075)] | | | | | | [removed: ($3,390)] [added: ($14,150)] | | | | | | [removed: $10,660] [added: ($3,390)] | | |

| Core operating margins | | | [removed: (24.3] [added: (6.5] | | %) | | | | [removed: (4.4] [added: (24.3] | | %) | | | | [removed: 10.5] [added: (4.4] | | [removed: %] [added: %)] |

| Core [removed: (loss)/earnings] [added: loss] per share | | | [removed: ($23.25)] [added: ($9.44)] | | | | | | [removed: ($3.47)] [added: ($23.25)] | | | | | | [removed: $16.01] [added: ($3.47)] | | |

See pages [removed: 51] [added: 49] - [removed: 52] [added: 51] for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.

| Commercial Airplanes | | | [removed: $16,162] [added: $19,493] | | | | | | [removed: $32,255] [added: $16,162] | | | | | | [removed: $57,499] [added: $32,255] | | |

| Defense, Space & Security | | | [removed: 26,257] [added: 26,540] | | | | | | [removed: 26,095] [added: 26,257] | | | | | | [removed: 26,300] [added: 26,095] | | |

| Global Services | | | [removed: 15,543] [added: 16,328] | | | | | | [removed: 18,468] [added: 15,543] | | | | | | [removed: 17,056] [added: 18,468] | | |

The global outbreak of COVID-19, 787 production issues and associated rework, and the residual impacts of the 737 MAX grounding continued to have significant adverse impacts on our business in 2021.

The latest International Air Transport Association (IATA) release reported that passenger traffic in 2021 recovered to approximately 40% of 2019 levels, as international markets saw continued reopening challenges.

Additionally, global economic activity is improving, but continues to be impacted by COVID-19, and governments continue to restrict travel to contain the spread of the virus.

Demand for dedicated freighters continues to be strong, underpinned by a strong recovery in global trade and overall air cargo growth.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

We continue to expect commercial air travel to return to 2019 levels in 2023 to 2024.

Over 185 countries have approved the resumption of 737 MAX operations.

The Civil Aviation Administration of China issued an airworthiness directive in the fourth quarter of 2021 outlining actions required for airlines to return to service.

We expect 737 MAX deliveries to China to resume in 2022, subject to final regulatory approvals, although risk remains around the timing and rate of those deliveries.

Orders to suspend operations of 737 MAX aircraft from non-U.S. civil aviation authorities are still in effect in a small number of countries.

Deliveries and production have also been impacted by production issues and associated rework.

For example, deliveries of the 787 are currently paused and the production rate has been reduced while we focus on rework of undelivered aircraft and continue to engage in detailed discussions with the FAA regarding required actions for resuming deliveries.

Risk remains that these issues may continue to impact the timing of airplane deliveries in inventory and/or our ability to achieve planned production rates.

Revenues, earnings and cash flows will continue to be impacted until we are able to resume timely deliveries.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

A Continuing Resolution (CR), enacted on December 3, 2021, continues funding for the federal government at FY21 appropriated levels through February 18, 2022.

Congress and the President must enact either full-year FY22 appropriations bills or an additional CR to fund government departments and agencies beyond February 18, 2022 or a government shutdown could result, which may impact the Company’s operations.

However, while we continue to experience near-term production disruptions and inefficiencies due to COVID-19 impacts, we saw improvements in 2021.

We continue to monitor the health and stability of the supply chain as we ramp up production.

We continue to transform and improve our business processes.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

Revenues increased by $4,128 million in 2021 compared with 2020 driven by higher revenues at BCA, BDS and BGS.

BCA revenues increased by $3,331 million primarily driven by higher 737 MAX deliveries due to recertification and return to service in most jurisdictions and the absence of $498 million of 737 MAX customer considerations which reduced revenues in 2020, partially offset by lower 787 deliveries in 2021.

BDS revenues increased by $283 million primarily from higher revenue on the KC-46A Tanker program and lower charges in 2021.

BGS revenues increased by $785 million primarily due to higher commercial and government services volume.

BDS revenues increased by $162 million primarily due to higher fighter aircraft

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

| Years ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

BCA loss from operations decreased by $7,372 million primarily due to the absence of a $6,493 million reach-forward loss on the 777X program recorded in 2020, lower period expenses, lower 737 MAX customer considerations and higher 737 MAX deliveries, partially offset by a $3,460 million reach-forward loss on the 787 program in 2021.

BGS earnings from operations increased by $1,567 million in 2021 compared with 2020 primarily due to charges incurred in 2020 as a result of the COVID-19 pandemic, as well as higher commercial services volume.

BDS earnings

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

Core operating loss decreased by $10,075 million in 2021 compared with 2020 primarily due to lower losses at BCA and higher earnings at BGS, as described above.

| Years ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

The higher expense in 2021 was primarily related to a one-time grant of restricted stock units (RSUs) to most employees in December 2020.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

| Years ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

The pension FAS/CAS service cost adjustment recognized in Loss from operations in 2021 decreased by $142 million compared with 2020 due to reductions in allocated pension cost year over year.

Net periodic benefit cost included in Loss from operations in 2021 was largely consistent with 2020.

| Years ended December 31, | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

They are also having a significant impact on our liquidity - see Liquidity Matters in Note 1 to our Consolidated Financial Statements for a further discussion of liquidity and additional actions we are taking in response to these challenges.

Global economic growth, a primary driver for air travel, is expected to have declined to between -4% and -5% in 2020.

The latest International Air Transport Association (IATA) forecast projected full-year 2020 passenger traffic to be down more than 60% compared to 2019 as global economic activity slows due to COVID-19, and governments severely restricted travel to contain the spread of the virus.

Demand for dedicated freighters is developing better relative to cargo traffic trends.

The grounding has had a significant adverse impact on our operations and creates significant uncertainty.

We are focused on safely returning the 737 MAX to service for all of our customers.

However, we experienced near-term production impacts associated with our temporary suspension of operations at various locations in 2020 .

In March and April of 2020, as a result of COVID-19, we temporarily suspended operations at multiple locations including the Puget Sound area, South Carolina and Philadelphia.

Operations in Puget Sound and Philadelphia resumed during the week of April 20, while operations in South Carolina resumed beginning on May 3.

We have implemented procedures to promote employee safety in our facilities, including more frequent and enhanced cleaning and adjusted schedules and work flows to support physical distancing.

These actions have resulted, and will continue to result, in increased operating costs.

We also continue to have large numbers of employees working from home.

We expect further adverse impacts in future quarters.

In July 2020, we announced our business transformation efforts to assess our business across five key pillars – infrastructure, overhead and organization, portfolio and investments, supply chain health and operational excellence.

We continue to make progress across all five key pillars as we utilize a lower production rate environment to transform and improve our business processes.

Within the infrastructure pillar we are assessing our overall facility requirements in light of reduced demand in our commercial businesses and remote and virtual work opportunities for large numbers of our workforce.

The consolidation of the 787 production in South Carolina is an example of this.

We also anticipate a reduction of approximately 30% in office space needs compared to our current capacity.

During 2020, we made certain reductions to our footprint and are planning to implement further reductions over the next few years.

However, as we consolidate our footprint, we may incur near term adverse impacts to earnings.

The overhead and organization pillar is focused on our cost structure and how we are organized so we can right size our workforce and simplify and reduce management layers and bureaucracy.

During 2020, we recorded severance costs for approximately 26,000 employees, of which approximately 18,000 have left the Company as of December 31, 2020, and the remainder are expected to leave in 2021.

The portfolio and investments pillar includes aligning our portfolio and investments to focus on our core business and the changes in market conditions.

Through our portfolio and investment prioritization, we reduced research and development and capital expenditures during 2020 by $1.3 billion from the prior year.

The supply chain pillar is focused on supply chain health and stability, reducing indirect procurement spend and streamlining our transportation, logistics and warehousing approach.

We reduced indirect spend in 2020, by reducing expenditures in areas such as freight and logistics, purchased services and others.

The operational excellence pillar is focused on improving performance, enhancing quality and reducing rework.

For example, our information technology teams are evaluating opportunities to form or expand strategic partnerships with vendors that allow us to simplify and optimize our operations, and reduce overall costs.

Revenues decreased by $24,568 million in 2019 compared with 2018 primarily due to lower revenues at BCA, partially offset by higher revenues at BGS.

Lower BCA revenues are primarily driven by lower 737 MAX deliveries and a revenue reduction of $8,259 million recorded in 2019 for estimated potential concessions and other considerations to customers for disruptions and associated delivery delays related to the 737 MAX grounding, net of insurance recoveries.

The changes in Unallocated items, eliminations and other primarily reflect the timing of eliminations for intercompany aircraft deliveries and the sale of aircraft previously leased to customers.

These factors resulted in adjustments to production rates and the program accounting quantity, increased change incorporation costs, and associated customer and supply chain impacts.

The

We expect the impacts of the COVID-19 pandemic to continue to reduce earnings in future quarters until the commercial airline industry recovers.

Loss from operations was $1,975 million in 2019 compared with earnings from operations of $11,987 million in 2018.

The decrease of $13,962 million is primarily due to a loss from operations at BCA of $6,657 million in 2019 compared to earnings from operations of $7,830 million in 2018, partially offset by higher earnings at BDS and BGS in 2019 compared with 2018.

BCA results decreased by $14,487 million due to lower 737 deliveries and the earnings charges for estimated 737 MAX grounding customer considerations of $8,259 million, net of insurance recoveries.

BDS earnings from operations increased by $923 million primarily due to lower charges in 2019 for development programs.

BGS earnings from operations increased by $161 million primarily due to higher revenues, which was partially offset by less favorable performance and mix.

In 2018, we recorded a $148 million charge related to the outcome of the Spirit litigation.

In [removed: the first quarter of 2020,] [added: 2021,] we [removed: entered into a] [added: repaid the] $13.8 billion [added: outstanding under our] two-year [added: floating-rate] delayed draw [removed: floating-rate] term loan credit agreement.

At December 31, [removed: 2020,] [added: 2021,] a 10% increase or decrease in the exchange rate in our portfolio of foreign currency contracts would have increased or decreased our unrealized losses by [removed: $245] [added: $241] million.

At December 31, [removed: 2020,] [added: 2021,] a 10% increase or decrease in the market price in our commodity derivatives would have increased or decreased our unrealized losses by [removed: $38] [added: $46] million.

[added: Consistent with the use of these contracts] to neutralize the effect of market price fluctuations, such unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the remeasurement of the underlying transactions being hedged.

As a result, as of December 31, 2021, we do not have any significant floating-rate debt obligations.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

An increase or decrease of 100 basis points in interest rates on this floating-rate debt would increase or decrease our pre-tax earnings by $138 million over the next 12 months.

Consistent with the use of these contracts

In addition, this segment engages in the research, development, production and modification of the following products and related services: strategic defense and intelligence systems, including strategic missile and defense systems, command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR), cyber and information solutions, and intelligence [removed: systems;] [added: systems,] satellite systems, including government and commercial satellites and space exploration.

Revenues from the U.S. DoD, including foreign military sales through the U.S. government, accounted for approximately [removed: 83%] [added: 84%] of its [removed: 2020] [added: 2021] revenues.

This segment's primary products include the following fixed-wing military aircraft: F/A-18E/F Super Hornet, F-15 programs, P-8 programs, KC-46A [removed: Tanker,] [added: Tanker] and T-7A Red Hawk.

This segment produces rotorcraft and rotary-wing programs, such as CH-47 Chinook, AH-64 [removed: Apache,] [added: Apache] and V-22 Osprey.

Unmanned vehicles include the MQ-25, [removed: QF-16,] [added: QF-16] and Insitu’s Scan Eagle aircraft.

In addition, this segment's products include space and missile systems including: government and commercial satellites, NASA’s Space Launch System (SLS), the International Space Station, Commercial Crew, missile defense and weapons [removed: programs,] [added: programs] and Joint Direct Attack Munition, as well as the United Launch Alliance joint venture.

Unpatented research, development and engineering skills, as well as certain trademarks, trade [removed: secrets,] [added: secrets] and other intellectual property rights, also make an important contribution to our business.

As part of that reporting process, we have [removed: developed] a robust contact tracing program to identify [removed: employees] [added: those] who [removed: were] [added: have been] in close contact [removed: with the ill employee] in the [removed: workplace.][added: workplace with employees who have tested positive for COVID-19.]

As of December 31, [removed: 2020,] [added: 2021,] Boeing’s total workforce was approximately [removed: 141,000,] [added: 142,000,] with [removed: 11%] [added: 12%] located outside of the U.S. [removed: We expect to reduce the size of our workforce in 2021 through additional workforce actions as well as natural attrition.]

As of December 31, [removed: 2020,] [added: 2021,] our workforce is composed of approximately 47,000 union members.

We also support Business Resource Groups open to all employees [added: with more than 13,000 participants across 150 chapters globally] that focus on gender, race & ethnicity, generations, gender identity, sexual orientation, disability or veteran status.

To attract and retain the best-qualified talent, we offer competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave, retirement benefits, tuition assistance, employee skills development, leadership [removed: development,] [added: development] and rotation programs.

In [removed: 2020,] [added: 2021,] our voluntary resignation rate was approximately [removed: 3%.][added: 4%.]

Additionally, we hired approximately [removed: 8,000] [added: 9,800] new employees in [removed: 2020] [added: 2021] for critical skills and had an offer acceptance rate of [removed: 82%.][added: 83%.]

We are committed to supporting our [removed: employees] [added: employees’] continuous development of professional, technical and leadership skills through access to digital learning resources and through partnerships with leading professional/technical societies and organizations around the world.

For [removed: 2020,] [added: 2021,] Boeing employees consumed approximately [removed: 4] [added: 3.6] million hours of learning.

Over [removed: 12,000] [added: 10,000] Boeing employees leverage these programs every year.

Safety, [removed: quality and] [added: quality,] integrity [added: and sustainability] are at the core of how Boeing operates.

We provide several channels for all employees to speak up, ask for [removed: guidance,] [added: guidance] and report concerns related [added: to ethics or safety violations.]

We intend to continue to compete with other airplane manufacturers by providing customers with [removed: greater value] [added: higher quality] products.

BDS expects the trend of strong competition to continue into [removed: 2021.][added: 2022.]

BGS leverages our extensive services network offering products and services which span the life cycle of our defense and commercial airplane programs: training, fleet services and logistics, maintenance and engineering, modifications and [removed: upgrades -] [added: upgrades,] as well as the daily cycle of gate-to-gate operations.

BGS expects the market to remain highly competitive in [removed: 2021,] [added: 2022,] and intends to grow market share by leveraging a high level of customer satisfaction and productivity.

We [removed: deal] [added: work] with numerous U.S. government agencies and entities, including but not limited [removed: to] [added: to,] all of the branches of the U.S. military, NASA, the Federal Aviation Administration (FAA) and the Department of Homeland Security.

[removed: These requirements are generally] administered by the national aviation authorities of each country and, in the case of Europe, coordinated by the European Union Aviation Safety Agency.

*Environmental.* We are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and [added: remediation of hazardous substances and wastes.]

Investigation, [removed: remediation,] [added: remediation] and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations.

Where we have been designated a PRP by the Environmental Protection Agency or a state environmental agency, we are potentially liable to the government or third parties for the full cost of remediating contamination at our [removed: facilities or] [added: facilities,] former facilities or [removed: at] third-party sites.

*Non-U.S. Sales.* Our non-U.S. sales are subject to both U.S. and non-U.S. governmental regulations and procurement policies and practices, including regulations relating to import-export control, tariffs, investment, exchange controls, [removed: anti-corruption,] [added: anti-corruption] and repatriation of earnings.

Raw Materials, [removed: Parts,] [added: Parts] and Subassemblies

Many major components and product equipment items are procured or subcontracted on a sole-source [removed: basis with a number of companies.][added: basis.]

Riverside Plaza, Chicago, Illinois [removed: 60606] [added: 60606,] and our telephone number is (312) 544-2000.

This report, as well as our annual report to shareholders, quarterly [removed: reports,] [added: reports] and other filings we make with the SEC, press and earnings releases and other written and oral communications, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

As COVID-19 vaccines became available, we strongly encouraged employees to get vaccinated when eligible, followed federal and state government vaccination requirements, provided resources and support to help employees get vaccinated, offered paid time off for primary and booster vaccinations, and supported vaccination clinics for our employees and their families.

We provided access to virtual primary care physicians at no cost.

We expanded our virtual work options and many of our office workers continue to telecommute.

We have maintained safety protocols at our sites, including face coverings, physical distance requirements and enhanced cleaning requirements.

We continue to encourage daily self-health checks and operate our coronavirus hotline, which enables employees to report exposure to COVID-19 and positive COVID-19 test results directly to our Health Services group.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

In June of 2021, we released our first Global Equity, Diversity and Inclusion report with our workforce composition.

As of December 2020, our U.S. workforce was comprised of approximately 23% women, 31% racial and ethnic minorities and 15% veterans.

We are committed to releasing a Global Equity, Diversity and Inclusion report in 2022 which will be updated with 2021 information.

Our 2021 report can be found on our website.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

New aircraft models and new derivative aircraft are required to obtain FAA certification prior to entry into service.

These requirements are generally

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

We could also be affected by future laws and regulations relating to climate change, including laws related to greenhouse gas emissions.

These laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new and/or additional investment in designs and technologies.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

A vast majority of our office workers continue to telecommute.

Within our production and office areas we have established a number of safety protocols, including face covering and physical distance requirements, enhanced cleaning, encouraging daily self-health checks, voluntary temperature screening stations, and access to virtual primary care physicians at no cost.

We have also implemented a coronavirus hotline with direct access to our Health Services group to report COVID-19 tests due to illness or exposure and positive COVID-19 tests.

We are also actively planning for the time when COVID-19 vaccines will be available for our employees, including reaching out to county public health departments to learn more about their plans to distribute vaccines and monitoring information from vaccine manufacturers about when vaccines will be available.

Additionally, we are adapting to the market impacts of COVID-19 and positioning the company for the future.

One of these measures includes reducing the size of our workforce.

We are committed to increased transparency and will publicly share our diversity metrics annually, beginning in 2021.

to ethics or safety violations.

remediation of hazardous substances and wastes.

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] there were [removed: 564,420,221] [added: 585,875,929] common shares outstanding held by nonaffiliates of the registrant, and the aggregate market value of the common shares (based upon the closing price of these shares on the New York Stock Exchange) was approximately [removed: $103.5] [added: $140.4] billion.

The number of shares of the registrant’s common stock outstanding as of January [removed: 25, 2021] [added: 24, 2022] was [removed: 582,996,860.][added: 582,999,765.]

Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]

| [PART [removed: I](#i96590b8c6e314800be0151fa0daac962_13)] [added: I](#i96cbbb599c964cb4a125b720672b6568_13)] | | | | | | | | | Page | | |

| | | | [Item [removed: 1.](#i96590b8c6e314800be0151fa0daac962_16)] [added: 1.](#i96cbbb599c964cb4a125b720672b6568_16)] | | | [removed: [Business](#i96590b8c6e314800be0151fa0daac962_16)] [added: [Business](#i96cbbb599c964cb4a125b720672b6568_16)] | | | [removed: [1](#i96590b8c6e314800be0151fa0daac962_16)] [added: [1](#i96cbbb599c964cb4a125b720672b6568_16)] | | |

| | | | [Item [removed: 1A.](#i96590b8c6e314800be0151fa0daac962_61)] [added: 1A.](#i96cbbb599c964cb4a125b720672b6568_61)] | | | [Risk [removed: Factors](#i96590b8c6e314800be0151fa0daac962_61)] [added: Factors](#i96cbbb599c964cb4a125b720672b6568_61)] | | | [removed: [7](#i96590b8c6e314800be0151fa0daac962_61)] [added: [7](#i96cbbb599c964cb4a125b720672b6568_61)] | | |

| | | | [Item [removed: 1B.](#i96590b8c6e314800be0151fa0daac962_64)] [added: 1B.](#i96cbbb599c964cb4a125b720672b6568_64)] | | | [Unresolved Staff [removed: Comments](#i96590b8c6e314800be0151fa0daac962_64)] [added: Comments](#i96cbbb599c964cb4a125b720672b6568_64)] | | | [removed: [20](#i96590b8c6e314800be0151fa0daac962_64)] [added: [20](#i96cbbb599c964cb4a125b720672b6568_64)] | | |

| | | | [Item [removed: 2.](#i96590b8c6e314800be0151fa0daac962_67)] [added: 2.](#i96cbbb599c964cb4a125b720672b6568_67)] | | | [removed: [Properties](#i96590b8c6e314800be0151fa0daac962_67)] [added: [Properties](#i96cbbb599c964cb4a125b720672b6568_67)] | | | [removed: [20](#i96590b8c6e314800be0151fa0daac962_67)] [added: [21](#i96cbbb599c964cb4a125b720672b6568_67)] | | |

| | | | [Item [removed: 3.](#i96590b8c6e314800be0151fa0daac962_70)] [added: 3.](#i96cbbb599c964cb4a125b720672b6568_70)] | | | [Legal [removed: Proceedings](#i96590b8c6e314800be0151fa0daac962_70)] [added: Proceedings](#i96cbbb599c964cb4a125b720672b6568_70)] | | | [removed: [21](#i96590b8c6e314800be0151fa0daac962_70)] [added: [21](#i96cbbb599c964cb4a125b720672b6568_70)] | | |

| | | | [Item [removed: 4.](#i96590b8c6e314800be0151fa0daac962_73)] [added: 4.](#i96cbbb599c964cb4a125b720672b6568_73)] | | | [Mine Safety [removed: Disclosures](#i96590b8c6e314800be0151fa0daac962_73)] [added: Disclosures](#i96cbbb599c964cb4a125b720672b6568_73)] | | | [removed: [21](#i96590b8c6e314800be0151fa0daac962_73)] [added: [21](#i96cbbb599c964cb4a125b720672b6568_73)] | | |

| | | | [Item [removed: 5.](#i96590b8c6e314800be0151fa0daac962_79)] [added: 5.](#i96cbbb599c964cb4a125b720672b6568_79)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i96590b8c6e314800be0151fa0daac962_79)] [added: Securities](#i96cbbb599c964cb4a125b720672b6568_79)] | | | [removed: [22](#i96590b8c6e314800be0151fa0daac962_79)] [added: [22](#i96cbbb599c964cb4a125b720672b6568_79)] | | |

| | | | [Item [removed: 7.](#i96590b8c6e314800be0151fa0daac962_85)] [added: 7.](#i96cbbb599c964cb4a125b720672b6568_85)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i96590b8c6e314800be0151fa0daac962_85)] [added: Operations](#i96cbbb599c964cb4a125b720672b6568_85)] | | | [removed: [24](#i96590b8c6e314800be0151fa0daac962_85)] [added: [23](#i96cbbb599c964cb4a125b720672b6568_85)] | | |

| | | | [Item [removed: 7A.](#i96590b8c6e314800be0151fa0daac962_181)] [added: 7A.](#i96cbbb599c964cb4a125b720672b6568_181)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i96590b8c6e314800be0151fa0daac962_181)] [added: Risk](#i96cbbb599c964cb4a125b720672b6568_181)] | | | [removed: [59](#i96590b8c6e314800be0151fa0daac962_181)] [added: [56](#i96cbbb599c964cb4a125b720672b6568_181)] | | |

| | | | [Item [removed: 8.](#i96590b8c6e314800be0151fa0daac962_184)] [added: 8.](#i96cbbb599c964cb4a125b720672b6568_184)] | | | [Financial Statements and Supplementary [removed: Data](#i96590b8c6e314800be0151fa0daac962_184)] [added: Data](#i96cbbb599c964cb4a125b720672b6568_184)] | | | [removed: [61](#i96590b8c6e314800be0151fa0daac962_184)] [added: [57](#i96cbbb599c964cb4a125b720672b6568_184)] | | |

| | | | [Item [removed: 9.](#i96590b8c6e314800be0151fa0daac962_346)] [added: 9.](#i96cbbb599c964cb4a125b720672b6568_352)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i96590b8c6e314800be0151fa0daac962_346)] [added: Disclosure](#i96cbbb599c964cb4a125b720672b6568_352)] | | | [removed: [140](#i96590b8c6e314800be0151fa0daac962_346)] [added: [132](#i96cbbb599c964cb4a125b720672b6568_352)] | | |

| | | | [Item [removed: 9A.](#i96590b8c6e314800be0151fa0daac962_349)] [added: 9A.](#i96cbbb599c964cb4a125b720672b6568_355)] | | | [Controls and [removed: Procedures](#i96590b8c6e314800be0151fa0daac962_349)] [added: Procedures](#i96cbbb599c964cb4a125b720672b6568_355)] | | | [removed: [140](#i96590b8c6e314800be0151fa0daac962_349)] [added: [132](#i96cbbb599c964cb4a125b720672b6568_355)] | | |

| | | | [Item [removed: 9B.](#i96590b8c6e314800be0151fa0daac962_352)] [added: 9B.](#i96cbbb599c964cb4a125b720672b6568_358)] | | | [Other [removed: Information](#i96590b8c6e314800be0151fa0daac962_352)] [added: Information](#i96cbbb599c964cb4a125b720672b6568_358)] | | | [removed: [140](#i96590b8c6e314800be0151fa0daac962_352)] [added: [132](#i96cbbb599c964cb4a125b720672b6568_358)] | | |

| | | | [Item [removed: 10.](#i96590b8c6e314800be0151fa0daac962_358)] [added: 10.](#i96cbbb599c964cb4a125b720672b6568_364)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i96590b8c6e314800be0151fa0daac962_358)] [added: Governance](#i96cbbb599c964cb4a125b720672b6568_364)] | | | [removed: [141](#i96590b8c6e314800be0151fa0daac962_358)] [added: [133](#i96cbbb599c964cb4a125b720672b6568_364)] | | |

| | | | [Item [removed: 11.](#i96590b8c6e314800be0151fa0daac962_361)] [added: 11.](#i96cbbb599c964cb4a125b720672b6568_367)] | | | [Executive [removed: Compensation](#i96590b8c6e314800be0151fa0daac962_361)] [added: Compensation](#i96cbbb599c964cb4a125b720672b6568_367)] | | | [removed: [144](#i96590b8c6e314800be0151fa0daac962_361)] [added: [136](#i96cbbb599c964cb4a125b720672b6568_367)] | | |

| | | | [Item [removed: 12.](#i96590b8c6e314800be0151fa0daac962_364)] [added: 12.](#i96cbbb599c964cb4a125b720672b6568_370)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i96590b8c6e314800be0151fa0daac962_364)] [added: Matters](#i96cbbb599c964cb4a125b720672b6568_370)] | | | [removed: [145](#i96590b8c6e314800be0151fa0daac962_364)] [added: [137](#i96cbbb599c964cb4a125b720672b6568_370)] | | |

| | | | [Item [removed: 13.](#i96590b8c6e314800be0151fa0daac962_367)] [added: 13.](#i96cbbb599c964cb4a125b720672b6568_373)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i96590b8c6e314800be0151fa0daac962_367)] [added: Independence](#i96cbbb599c964cb4a125b720672b6568_373)] | | | [removed: [145](#i96590b8c6e314800be0151fa0daac962_367)] [added: [137](#i96cbbb599c964cb4a125b720672b6568_373)] | | |

| | | | [Item [removed: 14.](#i96590b8c6e314800be0151fa0daac962_370)] [added: 14.](#i96cbbb599c964cb4a125b720672b6568_376)] | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i96590b8c6e314800be0151fa0daac962_370)] [added: Services](#i96cbbb599c964cb4a125b720672b6568_376)] | | | [removed: [146](#i96590b8c6e314800be0151fa0daac962_370)] [added: [138](#i96cbbb599c964cb4a125b720672b6568_376)] | | |

| | | | [Item [removed: 15.](#i96590b8c6e314800be0151fa0daac962_376)] [added: 15.](#i96cbbb599c964cb4a125b720672b6568_382)] | | | [Exhibits, Financial Statement [removed: Schedules](#i96590b8c6e314800be0151fa0daac962_376)] [added: Schedules](#i96cbbb599c964cb4a125b720672b6568_382)] | | | [removed: [146](#i96590b8c6e314800be0151fa0daac962_376)] [added: [138](#i96cbbb599c964cb4a125b720672b6568_382)] | | |

| | | | [Item [removed: 16.](#i96590b8c6e314800be0151fa0daac962_379)] [added: 16.](#i96cbbb599c964cb4a125b720672b6568_385)] | | | [Form 10-K [removed: Summary](#i96590b8c6e314800be0151fa0daac962_379)] [added: Summary](#i96cbbb599c964cb4a125b720672b6568_385)] | | | [removed: [149](#i96590b8c6e314800be0151fa0daac962_379)] [added: [141](#i96cbbb599c964cb4a125b720672b6568_385)] | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

| [PART II](#i96cbbb599c964cb4a125b720672b6568_76) | | | | | | | | | | | |

| | | | [Item 6.](#i96cbbb599c964cb4a125b720672b6568_82) | | | \[[Reserved](#i96cbbb599c964cb4a125b720672b6568_82)\] | | | [22](#i96cbbb599c964cb4a125b720672b6568_82) | | |

| [PART III](#i96cbbb599c964cb4a125b720672b6568_361) | | | | | | | | | | | |

| [PART IV](#i96cbbb599c964cb4a125b720672b6568_379) | | | | | | | | | | | |

| | | | [Signatures](#i96cbbb599c964cb4a125b720672b6568_388) | | | | | | [142](#i96cbbb599c964cb4a125b720672b6568_388) | | |

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Yes ☒ No ☐

| [PART II](#i96590b8c6e314800be0151fa0daac962_76) | | | | | | | | | | | |

| | | | [Item 6.](#i96590b8c6e314800be0151fa0daac962_82) | | | [Selected Financial Data](#i96590b8c6e314800be0151fa0daac962_82) | | | [23](#i96590b8c6e314800be0151fa0daac962_82) | | |

| [PART III](#i96590b8c6e314800be0151fa0daac962_355) | | | | | | | | | | | |

| [PART IV](#i96590b8c6e314800be0151fa0daac962_373) | | | | | | | | | | | |

| | | | [Signatures](#i96590b8c6e314800be0151fa0daac962_382) | | | | | | [150](#i96590b8c6e314800be0151fa0daac962_382) | | |

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

We occupied approximately [removed: 86] [added: 82] million square feet of floor space on December 31, [removed: 2020] [added: 2021] for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately 93% was located in the United States.

The following table provides a summary of the floor space by business as of December 31, [removed: 2020:][added: 2021:]

At December 31, [removed: 2020,] [added: 2021,] we occupied in excess of [removed: 77.4] [added: 76] million square feet of floor space at the following major locations:

- Commercial Airplanes – Greater Seattle, WA; [added: Greater] Charleston, SC; [added: Greater] Portland, OR; Greater Los Angeles, CA; [added: Greater] Salt Lake City, UT; [removed: Canada; and] Australia [added: and Canada]

- Defense, Space & Security – Greater St. Louis, MO; Greater Seattle, WA; Greater Los Angeles, CA; Philadelphia, PA; Mesa, AZ; Huntsville, AL; Oklahoma City, OK; Heath, OH; Greater Washington, DC; [removed: Australia;] [added: Great Britain; Greater Portland, OR; Australia] and Houston, TX

- Global Services – San Antonio, TX; Greater Miami, FL; Dallas, TX; [added: Germany;] Jacksonville, FL; [removed: Germany; Mesa, AZ;] [added: Great Britain] and Greater Denver, CO

- Other – Chicago, IL; Greater [removed: Seattle, WA; Greater] Los Angeles, CA ; Greater St. Louis, MO; and Greater Washington, DC.

To support business needs, property requirements are being evaluated to align with previously announced staffing reductions, utilization [removed: studies,] [added: studies] and strategic growth investments to optimize footprint.

| Commercial Airplanes | | | 39,166 | | | | | | 2,112 | | | | | | | | | | | | 41,278 | | |

| Defense, Space & Security | | | 22,584 | | | | | | 5,970 | | | | | | | | | | | | 28,554 | | |

| Global Services | | | 641 | | | | | | 7,261 | | | | | | | | | | | | 7,902 | | |

| Other(2) | | | 1,823 | | | | | | 2,246 | | | | | | 318 | | | | | | 4,387 | | |

| Total | | | 64,214 | | | | | | 17,589 | | | | | | 318 | | | | | | 82,121 | | |

| Commercial Airplanes | | | 40,444 | | | | | | 2,303 | | | | | | | | | | | | 42,747 | | |

| Defense, Space & Security | | | 23,109 | | | | | | 6,335 | | | | | | | | | | | | 29,444 | | |

| Global Services | | | 683 | | | | | | 7,303 | | | | | | 348 | | | | | | 8,334 | | |

| Other(2) | | | 2,385 | | | | | | 2,343 | | | | | | 318 | | | | | | 5,046 | | |

| Total | | | 66,621 | | | | | | 18,284 | | | | | | 666 | | | | | | 85,571 | | |

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

As of January [removed: 25, 2021,] [added: 24, 2022,] there were [removed: 99,383] [added: 95,533] shareholders of record.

The following table provides information about purchases we made during the quarter ended December 31, [removed: 2020] [added: 2021] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

(1)A total of [removed: 24,385] [added: 87,954] shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period.

We did not purchase any shares of our common stock in the open market pursuant to [removed: our] [added: a] repurchase program.

| 10/1/2021 thru 10/31/2021 | | | 3,077 | | | | | | $223.99 | | | | | | | | | | | | | | |

| 11/1/2021 thru 11/30/2021 | | | 3,940 | | | | | | 212.15 | | | | | | | | | | | | | | |

| 12/1/2021 thru 12/31/2021 | | | 80,937 | | | | | | 206.62 | | | | | | | | | | | | | | |

| Total | | | 87,954 | | | | | | $207.48 | | | | | | | | | | | | | | |

| 10/1/2020 thru 10/31/2020 | | | 4,707 | | | | | | $168.15 | | | | | | | | | | | | | | |

| 11/1/2020 thru 11/30/2020 | | | 3,072 | | | | | | 152.35 | | | | | | | | | | | | | | |

| 12/1/2020 thru 12/31/2020 | | | 16,683 | | | | | | 212.42 | | | | | | | | | | | | | | |

| Total | | | 24,462 | | | | | | $196.36 | | | | | | | | | | | | | | |

We purchased 77 shares in swap transactions.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

Five-Year Summary (Unaudited)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(Dollars in millions, except per share data)* | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | |

| Revenues | | | $58,158 | | | | | | $76,559 | | | | | | $101,127 | | | | | | $94,005 | | | | | | $93,496 | | | | | |

| Net (loss)/earnings | | | ($11,941) | | | | | | ($636) | | | | | | $10,460 | | | | | | $8,458 | | | | | | $5,034 | | | | | |

| Basic (loss)/earnings per share | | | ($20.88) | | | | | | ($1.12) | | | | | | $18.05 | | | | | | $14.03 | | | | | | $7.92 | | | | | |

| Diluted (loss)/earnings per share | | | (20.88) | | | | | | (1.12) | | | | | | 17.85 | | | | | | 13.85 | | | | | | 7.83 | | | | | |

| Dividends declared per share (1) | | | — | | | | | | 8.22 | | | | | | 7.19 | | | | | | 5.97 | | | | | | 4.69 | | | | | |

| Cash and cash equivalents | | | $7,752 | | | | | | $9,485 | | | | | | $7,637 | | | | | | $8,813 | | | | | | $8,801 | | | | | |

| Short-term and other investments | | | 17,838 | | | | | | 545 | | | | | | 927 | | | | | | 1,179 | | | | | | 1,228 | | | | | |

| Total assets | | | 152,136 | | | | | | 133,625 | | | | | | 117,359 | | | | | | 112,362 | | | | | | 109,076 | | | | | |

| Total debt | | | 63,583 | | | | | | 27,302 | | | | | | 13,847 | | | | | | 11,117 | | | | | | 9,952 | | | | | |

| Operating cash flow | | | ($18,410) | | | | | | ($2,446) | | | | | | $15,322 | | | | | | $13,346 | | | | | | $10,496 | | | | | |

| Investing cash flow | | | ($18,366) | | | | | | ($1,530) | | | | | | ($4,621) | | | | | | ($2,058) | | | | | | ($3,378) | | | | | |

| Financing cash flow | | | $34,955 | | | | | | $5,739 | | | | | | ($11,722) | | | | | | ($11,350) | | | | | | ($9,587) | | | | | |

| Total backlog | | | $363,404 | | | | | | $463,403 | | | | | | $490,481 | | | | | | $474,640 | | | | | | $473,492 | | | (2) | | |

| Year-end workforce | | | 141,000 | | | | | | 161,100 | | | | | | 153,000 | | | | | | 140,800 | | | | | | 150,500 | | | | | |

(1) In March 2020, the Board of Directors suspended the declaration and/or payment of cash dividends until further notice.

(2) 2016 Backlog does not reflect impact of the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).

| [Consolidated Statements of [removed: Operations](#i96590b8c6e314800be0151fa0daac962_190)] [added: Operations](#i96cbbb599c964cb4a125b720672b6568_190)] | | | [removed: [62](#i96590b8c6e314800be0151fa0daac962_190)] [added: [58](#i96cbbb599c964cb4a125b720672b6568_190)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i96590b8c6e314800be0151fa0daac962_193)] [added: Income](#i96cbbb599c964cb4a125b720672b6568_193)] | | | [removed: [63](#i96590b8c6e314800be0151fa0daac962_193)] [added: [59](#i96cbbb599c964cb4a125b720672b6568_193)] | | |

| [Consolidated Statements of Financial [removed: Position](#i96590b8c6e314800be0151fa0daac962_199)] [added: Position](#i96cbbb599c964cb4a125b720672b6568_199)] | | | [removed: [64](#i96590b8c6e314800be0151fa0daac962_199)] [added: [60](#i96cbbb599c964cb4a125b720672b6568_199)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i96590b8c6e314800be0151fa0daac962_205)] [added: Flows](#i96cbbb599c964cb4a125b720672b6568_205)] | | | [removed: [65](#i96590b8c6e314800be0151fa0daac962_205)] [added: [61](#i96cbbb599c964cb4a125b720672b6568_205)] | | |

| [Consolidated Statements of [removed: Equity](#i96590b8c6e314800be0151fa0daac962_208)] [added: Equity](#i96cbbb599c964cb4a125b720672b6568_208)] | | | [removed: [66](#i96590b8c6e314800be0151fa0daac962_208)] [added: [62](#i96cbbb599c964cb4a125b720672b6568_208)] | | |

| [Summary of Business Segment [removed: Data](#i96590b8c6e314800be0151fa0daac962_214)] [added: Data](#i96cbbb599c964cb4a125b720672b6568_214)] | | | [removed: [67](#i96590b8c6e314800be0151fa0daac962_214)] [added: [63](#i96cbbb599c964cb4a125b720672b6568_214)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i96590b8c6e314800be0151fa0daac962_220)] [added: Policies](#i96cbbb599c964cb4a125b720672b6568_220)] | | | [removed: [68](#i96590b8c6e314800be0151fa0daac962_220)] [added: [64](#i96cbbb599c964cb4a125b720672b6568_220)] | | |

| [Note 2 - Goodwill and Acquired [removed: Intangibles](#i96590b8c6e314800be0151fa0daac962_235)] [added: Intangibles](#i96cbbb599c964cb4a125b720672b6568_235)] | | | [removed: [82](#i96590b8c6e314800be0151fa0daac962_235)] [added: [77](#i96cbbb599c964cb4a125b720672b6568_235)] | | |

| [Note 3 - Earnings Per [removed: Share](#i96590b8c6e314800be0151fa0daac962_241)] [added: Share](#i96cbbb599c964cb4a125b720672b6568_241)] | | | [removed: [83](#i96590b8c6e314800be0151fa0daac962_241)] [added: [78](#i96cbbb599c964cb4a125b720672b6568_241)] | | |

| [Note 4 - Income [removed: Taxes](#i96590b8c6e314800be0151fa0daac962_244)] [added: Taxes](#i96cbbb599c964cb4a125b720672b6568_244)] | | | [removed: [84](#i96590b8c6e314800be0151fa0daac962_244)] [added: [80](#i96cbbb599c964cb4a125b720672b6568_244)] | | |

| [Note 5 - Accounts [removed: Receivable](#i96590b8c6e314800be0151fa0daac962_250)] [added: Receivable](#i96cbbb599c964cb4a125b720672b6568_250)] | | | [removed: [88](#i96590b8c6e314800be0151fa0daac962_250)] [added: [84](#i96cbbb599c964cb4a125b720672b6568_250)] | | |

| [Note 6 - Allowance for Losses on Financial [removed: Assets](#i96590b8c6e314800be0151fa0daac962_3235)] [added: Assets](#i96cbbb599c964cb4a125b720672b6568_253)] | | | [removed: [88](#i96590b8c6e314800be0151fa0daac962_3235)] [added: [84](#i96cbbb599c964cb4a125b720672b6568_253)] | | |

| [Note 8 - Contracts with [removed: Customers](#i96590b8c6e314800be0151fa0daac962_256)] [added: Customers](#i96cbbb599c964cb4a125b720672b6568_259)] | | | [removed: [90](#i96590b8c6e314800be0151fa0daac962_256)] [added: [86](#i96cbbb599c964cb4a125b720672b6568_259)] | | |

| [Note 9 - Customer [removed: Financing](#i96590b8c6e314800be0151fa0daac962_259)] [added: Financing](#i96cbbb599c964cb4a125b720672b6568_262)] | | | [removed: [91](#i96590b8c6e314800be0151fa0daac962_259)] [added: [87](#i96cbbb599c964cb4a125b720672b6568_262)] | | |

| [removed: [Note 10 -] Property, [removed: Plant] [added: plant] and [removed: Equipment](#i96590b8c6e314800be0151fa0daac962_265)] [added: equipment] | | | [removed: [94](#i96590b8c6e314800be0151fa0daac962_265)] [added: 9] | | | [added: | | | (50) | | | | | | 79 | | | | | | (84) | | |]

| [Note 13 - Liabilities, Commitments and [removed: Contingencies](#i96590b8c6e314800be0151fa0daac962_283)] [added: Contingencies](#i96cbbb599c964cb4a125b720672b6568_286)] | | | [removed: [96](#i96590b8c6e314800be0151fa0daac962_283)] [added: [92](#i96cbbb599c964cb4a125b720672b6568_286)] | | |

| [Note 14 - Arrangements with Off-Balance Sheet [removed: Risk](#i96590b8c6e314800be0151fa0daac962_298)] [added: Risk](#i96cbbb599c964cb4a125b720672b6568_307)] | | | [removed: [103](#i96590b8c6e314800be0151fa0daac962_298)] [added: [97](#i96cbbb599c964cb4a125b720672b6568_307)] | | |

| [Note 17 - Share-Based Compensation and Other Compensation [removed: Arrangements](#i96590b8c6e314800be0151fa0daac962_310)] [added: Arrangements](#i96cbbb599c964cb4a125b720672b6568_319)] | | | [removed: [115](#i96590b8c6e314800be0151fa0daac962_310)] [added: [108](#i96cbbb599c964cb4a125b720672b6568_319)] | | |

| [Note 19 - Derivative Financial [removed: Instruments](#i96590b8c6e314800be0151fa0daac962_322)] [added: Instruments](#i96cbbb599c964cb4a125b720672b6568_331)] | | | [removed: [120](#i96590b8c6e314800be0151fa0daac962_322)] [added: [113](#i96cbbb599c964cb4a125b720672b6568_331)] | | |

| [Note 20 - Fair Value [removed: Measurements](#i96590b8c6e314800be0151fa0daac962_325)] [added: Measurements](#i96cbbb599c964cb4a125b720672b6568_334)] | | | [removed: [122](#i96590b8c6e314800be0151fa0daac962_325)] [added: [115](#i96cbbb599c964cb4a125b720672b6568_334)] | | |

| [Note 22 - Segment and Revenue [removed: Information](#i96590b8c6e314800be0151fa0daac962_334)] [added: Information](#i96cbbb599c964cb4a125b720672b6568_343)] | | | [removed: [125](#i96590b8c6e314800be0151fa0daac962_334)] [added: [118](#i96cbbb599c964cb4a125b720672b6568_343)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i96590b8c6e314800be0151fa0daac962_343)] [added: Firm](#i96cbbb599c964cb4a125b720672b6568_349)] | | | [removed: [132](#i96590b8c6e314800be0151fa0daac962_343)] [added: [124](#i96cbbb599c964cb4a125b720672b6568_349)] | | |

| Years ended December 31, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Sales of products | | | [removed: $47,142] [added: $51,386] | | | | | | [removed: $66,094] [added: $47,142] | | | | | | [removed: $90,229] [added: $66,094] | | |

| Sales of services | | | [removed: 11,016] [added: 10,900] | | | | | | [removed: 10,465] [added: 11,016] | | | | | | [removed: 10,898] [added: 10,465] | | |

| Total revenues | | | [removed: 58,158] [added: 62,286] | | | | | | [removed: 76,559] [added: 58,158] | | | | | | [removed: 101,127] [added: 76,559] | | |

| Cost of products | | | [removed: (54,568)] [added: (49,954)] | | | | | | [removed: (62,877)] [added: (54,568)] | | | | | | [removed: (72,922)] [added: (62,877)] | | |

| Cost of services | | | [removed: (9,232)] [added: (9,283)] | | | | | | [removed: (9,154)] [added: (9,232)] | | | | | | [removed: (8,499)] [added: (9,154)] | | |

| Boeing Capital interest expense | | | [removed: (43)] [added: (32)] | | | | | | [removed: (62)] [added: (43)] | | | | | | [removed: (69)] [added: (62)] | | |

| Total costs and expenses | | | [removed: (63,843)] [added: (59,269)] | | | | | | [removed: (72,093)] [added: (63,843)] | | | | | | [removed: (81,490)] [added: (72,093)] | | |

| | | | [removed: (5,685)] [added: 3,017] | | | | | | [removed: 4,466] [added: (5,685)] | | | | | | [removed: 19,637] [added: 4,466] | | |

| Income/(loss) from operating investments, net | | | [removed: 9] [added: 210] | | | | | | [removed: (4)] [added: 9] | | | | | | [removed: 111] [added: (4)] | | |

| General and administrative expense | | | [removed: (4,817)] [added: (4,157)] | | | | | | [removed: (3,909)] [added: (4,817)] | | | | | | [removed: (4,567)] [added: (3,909)] | | |

| Research and development expense, net | | | [removed: (2,476)] [added: (2,249)] | | | | | | [removed: (3,219)] [added: (2,476)] | | | | | | [removed: (3,269)] [added: (3,219)] | | |

| Gain on dispositions, net | | | [removed: 202] [added: 277] | | | | | | [removed: 691] [added: 202] | | | | | | [removed: 75] [added: 691] | | |

| [removed: (Loss)/earnings] [added: Loss] from operations | | | [removed: (12,767)] [added: (2,902)] | | | | | | [removed: (1,975)] [added: (12,767)] | | | | | | [removed: 11,987] [added: (1,975)] | | |

| Other income, net | | | [removed: 447] [added: 551] | | | | | | [removed: 438] [added: 447] | | | | | | [removed: 92] [added: 438] | | |

| Interest and debt expense | | | [removed: (2,156)] [added: (2,682)] | | | | | | [removed: (722)] [added: (2,156)] | | | | | | [removed: (475)] [added: (722)] | | |

| [removed: (Loss)/earnings] [added: Loss] before income taxes | | | [removed: (14,476)] [added: (5,033)] | | | | | | [removed: (2,259)] [added: (14,476)] | | | | | | [removed: 11,604] [added: (2,259)] | | |

| [removed: Income] [added: Total income] tax [removed: benefit/(expense)] [added: (benefit)/expense] | | | [removed: 2,535] [added: ($743)] | | | | | | [removed: 1,623] [added: ($2,535)] | | | | | | [removed: (1,144)] [added: ($1,623)] | | |

| [Note 7 - Inventories](#i96cbbb599c964cb4a125b720672b6568_256) | | | [85](#i96cbbb599c964cb4a125b720672b6568_256) | | |

| [Note 11 - Investments](#i96cbbb599c964cb4a125b720672b6568_271) | | | [90](#i96cbbb599c964cb4a125b720672b6568_271) | | |

| [Note 12 - Leases](#i96cbbb599c964cb4a125b720672b6568_283) | | | [90](#i96cbbb599c964cb4a125b720672b6568_283) | | |

| [Note 15 - Debt](#i96cbbb599c964cb4a125b720672b6568_310) | | | [98](#i96cbbb599c964cb4a125b720672b6568_310) | | |

| [Note 16 - Postretirement Plans](#i96cbbb599c964cb4a125b720672b6568_316) | | | [99](#i96cbbb599c964cb4a125b720672b6568_316) | | |

| [Note 18 - Shareholders’ Equity](#i96cbbb599c964cb4a125b720672b6568_325) | | | [112](#i96cbbb599c964cb4a125b720672b6568_325) | | |

| [Note 21 - Legal Proceedings](#i96cbbb599c964cb4a125b720672b6568_340) | | | [117](#i96cbbb599c964cb4a125b720672b6568_340) | | |

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

See Notes to the Consolidated Financial Statements on pages 64 – 123.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

See Notes to the Consolidated Financial Statements on pages 64 – 123.

[Table of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)

| Net loss | | | ($4,290) | | | | | | ($11,941) | | | | | | ($636) | | |

See Notes to the Consolidated Financial Statements on pages 64 – 123.

| Share-based compensation | | | | | | 833 | | | | | | | | | | | | | | | | | | 833 | | |

| Treasury shares issued for 401(k) contribution | | | | | | 558 | | | 675 | | | | | | | | | | | | | | | 1,233 | | |

| Balance at December 31, 2021 | | | $5,061 | | | $9,052 | | | ($51,861) | | | | | | $34,408 | | | ($11,659) | | | $153 | | | ($14,846) | | |

See Notes to the Consolidated Financial Statements on pages 64 – 123.

| Loss from operations | | | (2,902) | | | | | | (12,767) | | | | | | (1,975) | | |

| Other income, net | | | 551 | | | | | | 447 | | | | | | 438 | | |

| Interest and debt expense | | | (2,682) | | | | | | (2,156) | | | | | | (722) | | |

| Loss before income taxes | | | (5,033) | | | | | | (14,476) | | | | | | (2,259) | | |

| Income tax benefit | | | 743 | | | | | | 2,535 | | | | | | 1,623 | | |

| Net loss | | | (4,290) | | | | | | (11,941) | | | | | | (636) | | |

| Less: net loss attributable to noncontrolling interest | | | (88) | | | | | | (68) | | | | | | | | |

We continue to expect commercial air travel to return to 2019 levels in 2023 to 2024.

During 2021, net cash used by operating activities was $3.4 billion.

Our operating cash flows continue to be impacted by lower commercial airplane deliveries and concessions paid to 737 MAX customers.

We used the net proceeds of these note issuances to repay the $13.8 billion outstanding under our two-year delayed draw term loan credit agreement.

In 2021, we also repaid $1.5 billion of term notes.

As of December 31, 2021, our unused borrowing capacity on revolving credit agreements is $14.7 billion.

There is risk for further downgrades.

notice.

In addition, the Coronavirus Aid, Relief, and Economic Security (CARES) Act included a five-year net operating loss carryback provision which enabled us to benefit from certain 2020 losses and resulted in tax refunds of $1.7 billion in 2021.

We continue to transform and improve our business processes.

When the current estimates of

contract with the customer.

For sales-type leases, we recognize revenue if collection of the lease payments is probable.

Income recognition is generally suspended for customer financing receivables that are uncollectible.

| [Note 7 - Inventories](#i96590b8c6e314800be0151fa0daac962_253) | | | [89](#i96590b8c6e314800be0151fa0daac962_253) | | |

| [Note 11 - Investments](#i96590b8c6e314800be0151fa0daac962_268) | | | [94](#i96590b8c6e314800be0151fa0daac962_268) | | |

| [Note 12 - Leases](#i96590b8c6e314800be0151fa0daac962_280) | | | [95](#i96590b8c6e314800be0151fa0daac962_280) | | |

| [Note 15 - Debt](#i96590b8c6e314800be0151fa0daac962_301) | | | [104](#i96590b8c6e314800be0151fa0daac962_301) | | |

| [Note 16 - Postretirement Plans](#i96590b8c6e314800be0151fa0daac962_307) | | | [106](#i96590b8c6e314800be0151fa0daac962_307) | | |

| [Note 18 - Shareholders’ Equity](#i96590b8c6e314800be0151fa0daac962_316) | | | [118](#i96590b8c6e314800be0151fa0daac962_316) | | |

| [Note 21 - Legal Proceedings](#i96590b8c6e314800be0151fa0daac962_331) | | | [124](#i96590b8c6e314800be0151fa0daac962_331) | | |

| [Note 23 - Quarterly Financial Data](#i96590b8c6e314800be0151fa0daac962_340) | | | [131](#i96590b8c6e314800be0151fa0daac962_340) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2018 | | | $5,061 | | | $6,804 | | | ($43,454) | | | | | | $49,618 | | | ($16,373) | | | $57 | | | $1,713 | | |

| Net earnings/(loss) | | | | | | | | | | | | | | | 10,460 | | | | | | (21) | | | 10,439 | | |

| Share-based compensation and related dividend equivalents | | | | | | 238 | | | | | | | | | (36) | | | | | | | | | 202 | | |

| Common shares repurchased | | | | | | | | | (9,000) | | | | | | | | | | | | | | | (9,000) | | |

| Cash dividends declared ($7.19 per share) | | | | | | | | | | | | | | | (4,101) | | | | | | | | | (4,101) | | |

| Changes in noncontrolling interests | | | | | | | | | | | | | | | | | | | | | (8) | | | (8) | | |

Effective at the beginning of 2020, certain programs were realigned between our BDS segment and Unallocated items, eliminations and other.

Amounts in prior periods have been reclassified to conform to the current year presentation.

In the first quarter of 2020, we entered into and fully drew on a $13.8 billion two-year delayed draw term loan credit agreement (delayed draw term loan facility).

In the fourth quarter of 2020, we issued $4.9 billion of fixed rate senior notes that mature between 2024 and 2031.

At December 31, 2020, our debt balance includes no commercial paper borrowings compared to $6.1 billion at December 31, 2019.

In the current environment, we may have limited future access to the commercial paper market.

At December 31, 2020, we had $9.5 billion of unused borrowing capacity on revolving credit agreements.

During 2020, we recorded severance costs for approximately 26,000 employees, of which approximately 18,000 have left the Company as of December 31, 2020, and the remainder are expected to leave in 2021.

We are also deferring certain tax payments pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act.

In July 2020, we announced our business transformation efforts to assess our business across five key pillars – infrastructure, overhead and organization, portfolio and investments, supply chain health and operational excellence.

Within the infrastructure pillar we are assessing our overall facility requirements in light of reduced demand in our commercial businesses and remote and virtual work opportunities for large numbers of our workforce.

We also anticipate a reduction in office space needs compared to our current capacity.

However, as we consolidate our footprint, we may incur near term adverse impacts to earnings.

The overhead and organization pillar is focused on our cost structure and how we are organized so we can right size our workforce and simplify and reduce management layers and bureaucracy.

The portfolio and investments pillar includes aligning our portfolio and investments to focus on our core business and the changes in market conditions.

The supply chain pillar is focused on supply chain health and stability, reducing indirect procurement spend and streamlining our transportation, logistics and warehousing approach.

The operational excellence pillar is focused on improving performance, enhancing quality and reducing rework.

Standards Issued and Implemented

In the first quarter of 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using a modified retrospective method, which resulted in the recognition of allowances for credit losses on our Consolidated Statement of Financial Position as of January 1, 2020 and a $162 cumulative-effect adjustment to retained earnings to align our credit loss methodology with the new standard.

The standard replaces the incurred loss impairment methodology under Topic 310 with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and certain other financial assets.

See Notes 5, 6, 9 and 14 for additional disclosures.

In the first quarter of 2020, we also adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.

The standard simplifies the quantitative impairment test from a two-step process to a one-step process.

The quantitative test is performed by comparing the carrying value of net assets to the estimated fair value of the related operations.

If the fair value is determined to be less than carrying value, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, [removed: 2020] [added: 2021] and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

Our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this report and is incorporated by reference herein.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2020] [added: 2021] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Our executive officers and their ages as of [removed: February 1, 2021,] [added: January 31, 2022,] are as follows:

| [removed: Name] [added: Name] | | | [removed: Age] [added: Age] | | | [removed: Principal] [added: Principal] Occupation or Employment/Other Business [removed: Affiliations] [added: Affiliations] | | |

| Bertrand-Marc Allen | | | [removed: 47] [added: 48] | | | Chief Strategy Officer and Senior Vice President, Strategy and Corporate Development since October 2020. Mr. Allen previously served as Senior Vice President and President, Embraer Partnership and Group Operations from April 2019 to October 2020, Senior Vice President and President, Boeing International from February 2015 to April 2019; President of Boeing Capital Corporation from March 2014 to February 2015; Corporate Vice President, Boeing International and Chairman and President of Boeing (China) Co., Ltd. from March 2011 to March 2014; and Vice President, Global Law Affairs from May 2007 to March 2011. [added: Mr. Allen serves on the board of directors of Procter & Gamble Co.] | | |

| Michael A. Arthur | | | [removed: 70] [added: 71] | | | Senior Vice President and President, Boeing International since April 2019. Mr. Arthur previously served as President of Boeing Europe from March 2016 to April 2019 and as Managing Director of Boeing United Kingdom and Ireland from September 2014 to April 2019. | | |

| David L. Calhoun | | | [removed: 63] [added: 64] | | | President and Chief Executive Officer since January 2020 and a member of the Board of Directors since June 2009. Previously, Mr. Calhoun served as Senior Managing Director & Head of Private Equity Portfolio Operations at The Blackstone Group from January 2014 to January 2020. Prior to that, Mr. Calhoun served as Chairman of the Board of Nielsen Holdings plc from January 2014 to January 2016, as Chief Executive Officer of Nielsen Holdings plc from May 2010 to January 2014, and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V. from August 2006 to January 2014. Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure. During his 26-year tenure at GE, he ran multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems. Mr. Calhoun also serves on the board of [added: directors of] Caterpillar Inc. | | |

| Leanne G. Caret | | | [removed: 54] [added: 55] | | | Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security since March 2016. Ms. Caret joined Boeing in 1988, and her previous positions include President of Global Services & Support from February 2015 to March 2016; Chief Financial Officer and Vice President, Finance, for BDS from March 2014 to February 2015; Vice President and General Manager, Vertical Lift from November 2012 to February 2014; and Vice President and Program Manager, Chinook from November 2009 to October 2012. [added: Ms. Caret serves on the board of directors of Deere & Company.] | | |

| Theodore Colbert III | | | [removed: 47] [added: 48] | | | Executive Vice President, President and Chief Executive Officer, Boeing Global Services since October 2019. Mr. Colbert previously served as Chief Information Officer and Senior Vice President, Information Technology & Data Analytics from April 2016 to October 2019; Chief Information Officer and Vice President of Information Technology from November 2013 to April 2016; Vice President of Information Technology Infrastructure from December 2011 to November 2013; and Vice President of IT Business Systems from September 2010 to December 2011. [added: Mr. Colbert serves on the board of directors of Archer-Daniels-Midland Company.] | | |

| Michael D’Ambrose | | | [removed: 63] [added: 64] | | | [added: Chief Human Resources Officer and] Executive Vice President, Human Resources since [removed: July 2020.] [added: June 2021.] Prior to joining [removed: Boeing,] [added: Boeing in July 2020 as Executive Vice Present, Human Resources,] Mr. D'Ambrose served as Senior Vice President and Chief Human Resources Officer for Archer-Daniels-Midland Company from October 2006 to June 2020. Previously, he served in a series of executive-level business and human resources positions, including chief human resources officer at Citigroup, First Data Corporation and Toys 'R' Us, Inc. | | |

| Edward L. Dandridge | | | [removed: 56] [added: 57] | | | [added: Chief Communications Officer and] Senior Vice President, Communications since [added: June 2021. Prior to joining Boeing in] September [removed: 2020.] [added: 2020 as Senior Vice President, Communications,] Mr. [removed: Dandridge’s prior experience includes serving] [added: Dandridge served] as Global Chief Marketing and Communications Officer of AIG General Insurance from April 2018 to September 2020; Chief Marketing and Communications Officer of Marsh & McLennan Companies from March 2014 to April 2018; and Chief Marketing Officer of Collective from February 2013 to February 2014. | | |

| Stanley A. Deal | | | [removed: 56] [added: 57] | | | Executive Vice President, President and Chief Executive Officer, Boeing Commercial Airplanes since October 2019. Mr. Deal joined Boeing in 1986, and his previous positions include Executive Vice President, President and Chief Executive Officer, Boeing Global Services from November 2016 to October 2019; Senior Vice President of Commercial Aviation Services from March 2014 to November 2016; Vice President and General Manager of Supply Chain Management and Operations for Commercial Airplanes from September 2011 to February 2014; Vice President of Supplier Management from February 2010 to August 2011; and Vice President of Asia Pacific Sales from December 2006 to January 2010. | | |

| Susan Doniz | | | [removed: 51] [added: 52] | | | Chief Information Officer and Senior Vice President, Information Technology & Data Analytics since May 2020. Prior to joining Boeing, Ms. Doniz served as Global Chief Information Officer of Qantas Airways Limited from January 2017 to April 2020; as strategic advisor to the Global CEO of SAP SE on transformation and technology issues in support of customers from September 2015 to [removed: December] [added: January] 2017; and Global Product, Digital Strategy and Chief Information Officer of AIMIA Inc. from June 2011 to January 2015. | | |

| Brett C. Gerry | | | [removed: 49] [added: 50] | | | Chief Legal Officer and Executive Vice President, Global Compliance since May 2020. Mr. Gerry previously served as Senior Vice President and General Counsel from May 2019 to May 2020 President of Boeing Japan from February 2016 to May 2019; Vice President and General Counsel, Boeing Commercial Airplanes from March 2009 to March 2016; and Chief Counsel, Network and Space Systems from September 2008 to March 2009. | | |

| Gregory L. Hyslop | | | [removed: 62] [added: 63] | | | Chief Engineer and Executive Vice President, [removed: Engineering] [added: Engineering,] Test [removed: and] [added: &] Technology since December 2020. Dr. Hyslop's previous positions include Chief Engineer and Senior Vice President, [removed: Engineering] [added: Engineering,] Test [removed: and] [added: &] Technology from August 2019 to December [removed: 2020;Chief] [added: 2020; Chief] Technology Officer and Senior Vice President, [removed: Engineering] [added: Engineering,] Test [removed: and] [added: &] Technology from March 2016 to August 2019; Vice [removed: president] [added: President] and General Manager of Boeing Research and Technology from February 2013 to March [removed: 2016] [added: 2016;] and Vice President and General Manager of Boeing Strategic Missile & Defense Systems from March 2009 to February 2013. | | |

Information relating to our directors and nominees will be included under the caption “Election of Directors” in our proxy statement involving the election of directors, which will be filed with the SEC no later than 120 days after December 31, [removed: 2020] [added: 2021] and is incorporated by reference herein.

Information required by Items 405, 407(d)(4) and 407(d)(5) of Regulation S-K will be included under the captions “Stock Ownership Information” and “Board Committees” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

[removed: *Codes of Ethics.* We have adopted (1) The Boeing Company Code of Ethical Business Conduct for the Board of Directors; (2) The Boeing Company Code of Conduct for Finance Employees which is] applicable to our Chief Executive Officer (CEO), Chief Financial Officer (CFO), Controller and all finance employees; and (3) The Boeing Code of Conduct that applies to all employees, including our CEO (collectively, the Codes of Conduct).

The Codes of Conduct are posted on our website, www.boeing.com/company/general-info/corporate-governance.page, and printed copies may be obtained, without charge, by contacting the Office of Internal Governance, The Boeing Company, 100 [added: N.]

| Name | | | Age | | | Principal Occupation or Employment/Other Business Affiliations | | |

| Name | | | Age | | | Principal Occupation or Employment/Other Business Affiliations | | |

| Ziad S. Ojakli | | | 55 | | | Executive Vice President, Government Operations since October 2021. Prior to joining Boeing, Mr. Ojakli served as a managing partner and Senior Vice President of Global Government Affairs at SoftBank Group Corp. from August 2018 to September 2020. Prior to that, he served as Group Vice President, Government & Community Relations at Ford Motor Company from January 2004 to July 2018. | | |

| Brian J. West | | | 52 | | | Executive Vice President and Chief Financial Officer since August 2021. Prior to joining Boeing, Mr. West served as Chief Financial Officer of Refinitiv Holdings (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021. Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations of Oscar Insurance Corporation from January 2016 to October 2018. Mr. West served as Chief Operating Officer of Nielsen Holdings plc from March 2014 to December 2015 and as Chief Financial Officer of Nielsen Holdings plc (or its predecessor) from February 2007 to March 2014. Prior to joining Nielsen, Mr. West was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005 to February 2007 and Chief Financial Officer of its GE Aviation Services division from March 2004 to June 2005. Prior to that, Mr. West held several senior financial positions across General Electric Company businesses, including Plastics, NBC, Energy and Transportation. | | |

*Codes of Ethics.* We have adopted (1) The Boeing Company Code of Ethical Business Conduct for the Board of Directors; (2) The Boeing Company Code of Conduct for Finance Employees which is

| Timothy J. Keating | | | 59 | | | Executive Vice President, Government Operations since February 2018. Mr. Keating joined Boeing in June 2008 as Senior Vice President, Government Operations. From October 2002 to May 2008 he served as Senior Vice President, Global Government Relations at Honeywell International Inc. Prior thereto, Mr. Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C. lobbying firm). | | |

| Gregory D. Smith | | | 53 | | | Executive Vice President, Enterprise Operations and Chief Financial Officer since May 2020. He previously served as Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy from July 2017 to May 2020; Interim President and Chief Executive Officer from December 2019 to January 2020; Chief Financial Officer and Executive Vice President, Corporate Development and Strategy from February 2015 to June 2017; Executive Vice President, Chief Financial Officer from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning & Analysis from June 2008 to February 2010. From August 2004 until June 2008, he served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, he held a number of positions at Boeing including CFO, Shared Services Group; Controller, Shared Services Group; Senior Director, Internal Audit; and leadership roles in supply chain, factory operations and program management. Mr. Smith serves on the board of Intel Corporation. | | |

N.

The information required by Item 402 of Regulation S-K will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive [removed: Officers,”] [added: Officers”] and “Compensation of Directors” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

The information required by Item 407(e)(4) and 407(e)(5) of Regulation S-K will be included under the captions “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

The information required by Item 403 of Regulation S-K will be included under the caption “Stock Ownership Information” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

[removed: We currently maintain two] [added: Our] equity compensation plans [removed: that] [added: approved by our shareholders] provide for the issuance of common stock to officers and other employees, directors and consultants.

The following table sets forth information regarding outstanding options and [added: units, and] shares available for future issuance under these plans as of December 31, [removed: 2020:][added: 2021:]

| Plan Category | | | Number of shares to be issued upon exercise of outstanding [removed: options, warrants] [added: options] and [removed: rights] [added: units] | | | | | | Weighted-average exercise price of outstanding [removed: options, warrants and rights] [added: options] | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) | | |

| Other stock units(1) | | | [removed: 8,579,463] [added: 8,296,087] | | | | | | | | | | | | | | |

(1) Includes [removed: 1,243,118] [added: 766,802] shares issuable in respect of [removed: PBRSUs] [added: Performance-Based Restricted Stock Units] subject to the satisfaction of performance criteria and assumes payout at maximum levels.

(2) Excludes the potential [removed: performance awards] [added: Performance Awards] which the Compensation Committee has the discretion to pay in cash, stock or a combination of both after the three-year performance periods which end in [removed: 2020, 2021] [added: 2022] and [removed: 2022.][added: 2023.]

| Stock options | | | 1,709,379 | | | | | | $121.83 | | | | | | | | |

| Deferred compensation | | | 1,075,168 | | | | | | | | | | | | | | |

| Total(2) | | | 11,080,634 | | | | | | $121.83 | | | | | | 7,922,062 | | |

Each of these compensation plans was approved by our shareholders.

| Stock options | | | 1,860,520 | | | | | | $75.71 | | | | | | | | |

| Deferred compensation | | | 1,365,292 | | | | | | | | | | | | | | |

| Total(2) | | | 11,805,275 | | | | | | $75.71 | | | | | | 8,367,025 | | |

The information required by Item 404 of Regulation S-K will be included under the caption “Related Person Transactions” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

The information required by Item 407(a) of Regulation S-K will be included under the caption “Director Independence” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

[removed: The information required] [added: Information about aggregate fees billed to us] by [removed: this Item] [added: our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34)] will be included under the caption “Independent Auditor Fees” in the [removed: 2021] [added: 2022] Proxy Statement, and that information is incorporated by reference herein.

All schedules are omitted because they are not applicable, not [removed: required,] [added: required] or the information is included in the consolidated financial statements.

| 3.2 | | | [By-Laws of The Boeing Company, as amended and restated effective [removed: March 19, 2020] [added: August 31, 2021] (Exhibit 3.2 to the Company's Current Report on Form 8-K dated [removed: March 16, 2020)](http://www.sec.gov/Archives/edgar/data/12927/000001292720000027/exhibit32.htm)] [added: September 1, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000078/a202108aug318kex32.htm)] | | |

| 10.1 | | | [364-Day Credit Agreement, dated as of October [removed: 26, 2020,] [added: 25, 2021,] among The Boeing Company, for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. and JPMorgan Chase Bank N.A., as [removed: Joint Lead Arrangers] [added: joint lead arrangers] and [removed: Joint Book Managers] [added: joint book managers] (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October [removed: 26, 2020)](http://www.sec.gov/Archives/edgar/data/12927/000001292720000071/a202010oct268kex101.htm)] [added: 25, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000090/a202110oct258kex101.htm)] | | |

| [removed: 10.2] [added: 10.3] | | | [Five-Year Credit Agreement, dated as of October 30, 2019, among The Boeing Company, for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A. and JPMorgan Chase Bank, N.A., as [removed: Joint Lead Arrangers] [added: joint lead arrangers] and [removed: Joint Book Managers] [added: joint book managers] (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 30, 2019](http://www.sec.gov/Archives/edgar/data/12927/000119312519282034/d824547dex102.htm) | | |

| [removed: 10.3] [added: 10.4] | | | [Three-Year Credit Agreement, dated as of October 30, 2019, among The Boeing Company, for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A. and JPMorgan Chase Bank, N.A., as [removed: Joint Lead Arrangers] [added: joint lead arrangers] and [removed: Joint Book Managers] [added: joint book managers] (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 30, 2019)](http://www.sec.gov/Archives/edgar/data/12927/000119312519282034/d824547dex103.htm) | | |

| [removed: 10.4] [added: 10.5] | | | [Term Loan Credit Agreement, dated as of February 6, 2020 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 6, 2020)](http://www.sec.gov/Archives/edgar/data/12927/000119312520028175/d871160dex101.htm) | | |

| [removed: 10.5] [added: 10.6] | | | [Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005)](http://www.sec.gov/Archives/edgar/data/12927/000119312505149899/dex10i.htm) | | |

| [removed: 10.6] [added: 10.7] | | | [Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006)](http://www.sec.gov/Archives/edgar/data/12927/000119312507033902/dex10vi.htm) | | |

| [removed: 10.7] [added: 10.8] | | | [Deferred Prosecution Agreement dated January 6, 2021 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 6, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm) | | |

| [removed: 10.8] [added: 10.9] | | | [Summary of Non employee Director Compensation (Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, 2019)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000014/a201912dec3110kexhibit106.htm) | | |

| [removed: 10.9] [added: 10.10] | | | [Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007)*](http://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex102.htm) | | |

| [removed: 10.10] [added: 10.28] | | | [removed: [Deferred Compensation Plan for Employees] [added: [Form] of [removed: The Boeing Company, as amended and restated effective January 1, 2019] [added: Performance Award Notice] (Exhibit 10.3 [removed: to] [added: of] the Company’s [removed: Form] 10-Q for the quarter ended [removed: September 30, 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000065/a201809sep30103qexhibit.htm)] [added: March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000018/a201803mar3110qexhibit103.htm)] | | |

| 10.14 | | | [The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January [removed: 1, 2020 (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2019)*](http://www.sec.gov/Archives/edgar/data/12927/000001292719000063/a201906jun3010qexhibit101.htm)] [added: 1,](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1014.htm) [2022*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1014.htm)] | | |

| 10.16 | | | [The Boeing Company 2003 Incentive Stock Plan, as amended and restated [removed: effective February 24, 2020 (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit101.htm)] [added: effective](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm) [December 9, 2021*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] | | |

| [removed: 10.18] [added: 10.27] | | | [Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.2 of the Company’s 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000018/a201803mar3110qexhibit102.htm) | | |

| [removed: 10.19] [added: 10.33] | | | [Form of Performance Award Notice (Exhibit [removed: 10.3 of] [added: 10.4 to] the Company’s [added: Form] 10-Q for the quarter ended March 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000018/a201803mar3110qexhibit103.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit104.htm)] | | |

| [removed: 10.20] [added: 10.29] | | | [Form of Notice of Terms of Restricted Stock Units (Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000018/a201803mar3110qexhibit101.htm) | | |

| [removed: 10.21] [added: 10.30] | | | [Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.4 to the Company’s 10-Q for the quarter ended March 31, 2018)*](http://www.sec.gov/Archives/edgar/data/12927/000001292718000018/a201803mar3110qexhibit104.htm) | | |

| [removed: 10.22] [added: 10.31] | | | [Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 25, 2017)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000040/a10106junrsu.htm) | | |

| [removed: 10.23] [added: 10.32] | | | [Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit103.htm) | | |

| [removed: 10.24] [added: 10.36] | | | [Form of [added: International] Performance Award Notice (Exhibit [removed: 10.4] [added: 10.7] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit104.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit107.htm)] | | |

| [removed: 10.25] [added: 10.34] | | | [Form of Notice of Terms of Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit105.htm) | | |

| [removed: 10.26] [added: 10.35] | | | [Form of International Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit106.htm) | | |

| [removed: 10.27] [added: 10.37] | | | [Form of International [removed: Performance Award] Notice [added: of Terms of Restricted Stock Units] (Exhibit [removed: 10.7] [added: 10.8] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit107.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit108.htm)] | | |

| [removed: 10.28] [added: 10.22] | | | [Form of International Notice of Terms of Restricted Stock Units (Exhibit [removed: 10.8] [added: 10.5] to the Company’s [removed: Form] 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit108.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex105.htm)] | | |

| [removed: 10.29] [added: 10.38] | | | [Notice of Terms of Supplemental Restricted Stock Units, dated February 24, 2020 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 23, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex101.htm) | | |

| [removed: 10.30] [added: 10.39] | | | [Notice of Terms of Supplemental Performance-Based Restricted Stock Units, dated February 24, 2020 (Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 23, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm)[*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm)] | | |

| [removed: 10.31] [added: 10.40] | | | [Form of International Notice of Terms of Supplemental Restricted Stock [removed: Units](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit102.htm) [(Exhibit] [added: Units (Exhibit] 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit102.htm) | | |

| [removed: 10.32] [added: 10.41] | | | [Employment Agreement between Boeing Canada Operations LTD and Susan [removed: Doniz](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit101.htm) [(Exhibit] [added: Doniz (Exhibit] 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit101.htm) | | |

| 21 | | | [List of Company [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex21.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex23.htm)] | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex311.htm)] | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex312.htm)] | | |

| 32.1 | | | [Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex321.htm)] | | |

| 32.2 | | | [Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292721000011/a202012dec3110kex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex322.htm)] | | |

| 10.2 | | | [Two-Year Credit Agreement, dated as of March 19, 2021, among The Boeing Company, as Borrower,](http://www.sec.gov/Archives/edgar/data/12927/000119312521089532/d149318dex101.htm) [the Lenders party thereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as documentation agents, and Citibank N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 19, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000119312521089532/d149318dex101.htm) | | |

| 10.18 | | | [Form of U.S. Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex101.htm) | | |

| 10.19 | | | [Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex102.htm) | | |

| 10.20 | | | [Form of U.S. Notice of Terms of Non-Qualified Stock Option for CEO (Exhibit 10.3 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm) | | |

| 10.21 | | | [Form of U.S. Notice of Terms of Restricted Stock Units (Exhibit 10.4 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex104.htm) | | |

| 10.23 | | | [Form of U.S. Notice of Terms of Restricted Stock Units (Exhibit 10.6 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex106.htm) | | |

| 10.24 | | | [Form of Notice of Terms of Supplemental Cash-based Award (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex101.htm) | | |

| 10.25 | | | [Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex102.htm) | | |

| 10.26 | | | [Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm) | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

| | | | | | |

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on [removed: February 1, 2021.][added: January 31, 2022.]

| | | | | | | [removed: Robert E. Verbeck] [added: Carol J. Hibbard] – Senior Vice President and Controller | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on [removed: February 1, 2021.][added: January 31, 2022.]

| David L. Calhoun – President and Chief Executive Officer | | | | | | [removed: Lynn J. Good] [added: Akhil Johri] – Director | | |

| [removed: Gregory D. Smith] [added: Brian J. West] – Executive Vice [removed: President, Enterprise Operations] [added: President] and Chief Financial Officer | | | | | | [removed: Akhil Johri] [added: David L. Joyce] – Director | | |

| [removed: Robert E. Verbeck] [added: Carol J. Hibbard] – Senior Vice President and Controller | | | | | | Lawrence W. Kellner – [removed: Chairman] [added: Chair] of the Board | | |

| Lynne M. Doughtie – Director | | | | | | [removed: Susan C. Schwab] [added: John M. Richardson] – Director | | |

| By: | | | | | | /s/ Carol J. Hibbard | | |

| /s/ David L. Calhoun | | | | | | /s/ Akhil Johri | | |

| /s/ Brian J. West | | | | | | /s/ David L. Joyce | | |

| /s/ Carol J. Hibbard | | | | | | /s/ Lawrence W. Kellner | | |

| /s/ Lynne M. Doughtie | | | | | | /s/ John M. Richardson | | |

| /s/ Lynn J. Good | | | | | | /s/ Ronald A. Williams | | |

| Lynn J. Good – Director | | | | | | Ronald A. Williams – Director | | |

| /s/ Stayce D. Harris | | | | | | | | |

| Stayce D. Harris – Director | | | | | | | | |

| By: | | | | | | /s/ Robert E. Verbeck | | |

| /s/ David L. Calhoun | | | | | | /s/ Lynn J. Good | | |

| /s/ Gregory D. Smith | | | | | | /s/ Akhil Johri | | |

| /s/ Robert E. Verbeck | | | | | | /s/ Lawrence W. Kellner | | |

| /s/ Arthur D. Collins, Jr. | | | | | | /s/ John M. Richardson | | |

| Arthur D. Collins, Jr. – Director | | | | | | John M. Richardson – Director | | |

| /s/ Lynne M. Doughtie | | | | | | /s/ Susan C. Schwab | | |

| /s/ Edmund P. Giambastiani, Jr. | | | | | | /s/ Ronald A. Williams | | |

| Edmund P. Giambastiani, Jr. – Director | | | | | | Ronald A. Williams – Director | | |