Boeing (BA) 10-K risk factor changes: FY2022 vs FY2021

[removed: Factors that could limit our access to additional liquidity] [added: These factors] include [removed: further] disruptions [added: or declines] in the global capital markets and/or [removed: additional declines] [added: a decline] in our financial performance, outlook or credit [removed: ratings.][added: ratings and/or changes in demand for our products and services.]

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

Demand for our commercial aircraft is further influenced by airline profitability, availability of aircraft financing, world trade policies, government-to-government relations, technological advances, price and other competitive factors, fuel prices, terrorism, [added: pandemics,] epidemics and environmental regulations.

[removed: Traditionally,] [added: Historically,] the airline industry has been cyclical and very competitive and has experienced significant profit swings and constant challenges to be more cost competitive.

In order to help account for economic fluctuations between the contract date and delivery date, aircraft pricing generally consists of a fixed amount as modified by price escalation formulas [added: derived from labor, commodity and other price indices.]

Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to our exacting [removed: specification,] [added: specifications,] achieve planned production rate targets, successfully develop [added: and certify] new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.

The commercial aircraft business is extremely complex, involving extensive coordination and integration with U.S and non-U.S. suppliers, highly-skilled labor [removed: from] [added: performed by] thousands of employees [added: of ours] and other partners, and stringent [removed: regulatory requirements, including the risk of] [added: and] evolving [removed: standards for commercial aircraft certification,] [added: regulatory requirements] and performance and reliability standards.

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

Comparable agencies [removed: that regulate similar matters] in other countries may adopt similar changes.

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

In addition, the introduction of new aircraft programs and/or derivatives, such as the 777X, [added: 737-7 and 737-10,] involves increased risks associated with meeting development, testing, [removed: production and] certification [added: and production] schedules.

[removed: During 2020 and 2021,] [added: In addition,] we [added: have] experienced production quality issues, including in our supply chain, which have contributed to lower 787 deliveries, including a [removed: pause in] [added: suspension of] 787 deliveries [removed: since] [added: from] May [removed: 2021.][added: 2021 to August 2022.]

A number of our customers [removed: may] have contractual remedies, including compensation for late deliveries [removed: as well as] [added: or] rights to reject individual airplane deliveries [removed: if the actual delivery date is significantly later than the contractual] [added: based on] delivery [removed: date.][added: delays.]

Delays on the [removed: 737 MAX,] [added: 737,] 777X and 787 programs have resulted in, and may continue to result in, customers having the right to terminate [removed: orders] [added: orders, be compensated for late deliveries] and/or substitute orders for other Boeing aircraft.

If production rate changes at any [added: of our]

[removed: of our] commercial aircraft assembly facilities are delayed or create significant disruption to our production system, or if our suppliers cannot timely deliver components to us at the cost and rates necessary to achieve our targets, we may be unable to meet delivery schedules and/or the financial performance of one or more of our programs may suffer.

*Operational challenges impacting the production system for one or more of our commercial aircraft programs could result in [added: additional] production delays and/or failure to meet customer demand for new aircraft, either of which would negatively impact our revenues and operating margins.* Our commercial aircraft production system is extremely complex.

Operational issues, including delays or defects in supplier components, failure to meet internal performance plans, or delays or failures to achieve required regulatory approval, could result in [removed: significant] [added: additional] out-of-sequence work and increased production costs, as well as delayed deliveries to customers, impacts to aircraft performance and/or increased warranty or fleet support costs.

*If our commercial [removed: airplanes] [added: aircraft] fail to satisfy performance and reliability [removed: requirements,] [added: requirements and/or potentially required sustainability standards,] we could face additional costs and/or lower revenues.* Developing and manufacturing commercial aircraft that meet or exceed our performance and reliability [added: standards and/or potentially required sustainability] standards, as well as those of customers and regulatory agencies, can be costly and technologically challenging.

Changes in levels of U.S. government defense spending or [removed: overall] acquisition priorities could negatively impact our financial position and results of operations.

We derive a substantial portion of our revenue from the U.S. government, primarily from defense related programs with the [removed: U.S. DoD.][added: United States Department of Defense (U.S. DoD).]

The timeliness of [removed: FY22] [added: FY24] and future appropriations for government departments and agencies remains a recurrent risk.

In addition, long-term uncertainty remains with respect to overall levels of defense spending in [removed: FY22 and beyond,] [added: FY24] and [removed: it is likely that U.S. government discretionary spending, including defense spending, will continue to be subject to pressure.][added: beyond.]

In addition, as a result of the significant ongoing uncertainty with respect to both U.S. defense spending and the evolving nature of the national security threat environment, we also expect the U.S. DoD to continue to emphasize affordability, innovation, cybersecurity and delivery of technical data and [added: software in its procurement processes, including the implementation of cybersecurity compliance requirements on the Defense Industrial Base, for which the supply chain may not be fully prepared.]

[removed: If we can no longer] [added: We and our suppliers will need to continue to] adjust successfully to these changing acquisition [removed: policies,] [added: priorities and policies or] our revenues and market share could be impacted.

Our ability to deliver products and services that satisfy customer requirements is heavily dependent on the performance and financial stability of our subcontractors and suppliers, as well as on the availability of [added: highly skilled labor,] raw materials and other components.

If one or more of our suppliers or subcontractors [removed: experiences] [added: continue to experience] financial difficulties, delivery delays or other performance problems, we may be unable to meet commitments to our customers [removed: or incur additional costs.][added: and our financial position, results of operations and cash flows may continue to be adversely impacted.]

Furthermore, we are facing increased international competition and cross-border consolidation of [removed: competition.][added: competition, and U.S. procurement and compliance requirements that could limit our ability to be cost-competitive in the international market.]

In [removed: 2021,] [added: 2022,] non-U.S. customers, which includes foreign military sales (FMS), accounted for approximately [removed: 37%] [added: 41%] of our revenues.

- [added: changes to] U.S. and non-U.S. government policies, including [added: sourcing restrictions,] requirements to expend a portion of program funds locally and governmental industrial cooperation or participation requirements;

- imposition of domestic and international taxes, export controls, tariffs, embargoes, sanctions [added: (such as those imposed on Russia)] and other trade restrictions;

Impacts from [removed: these or] future potential [removed: tariffs, or] deterioration in trade relations between the U.S. and one or more other countries, could have a material adverse impact on our financial position, results of operations and/or cash flows.

We use estimates [added: and make assumptions] in accounting for [removed: many] contracts and programs.

Changes in our estimates [added: and/or assumptions] could adversely affect our future financial results.

[removed: Supplier] [added: Customer and supplier] claims and assertions are also assessed and considered in estimating [added: revenues,] costs and profit rates.

Estimates of future award fees are also included in [removed: sales] [added: revenues] and profit rates.

[added: Changes to customer or model mix,] production costs and rates, learning curve, changes to price escalation indices, costs of derivative aircraft, supplier performance, customer and supplier negotiations/settlements, supplier claims and/or certification issues can impact these estimates.

In addition, on development programs such as the 777X, [added: 737-7 and 737-10] we are subject to risks with respect to the timing and conditions of aircraft certification, including potential gaps between when aircraft are certified in various jurisdictions, changes in certification processes and our estimates with respect to timing of future certifications, which could have an impact on overall program status.

Because of the significance of the judgments and estimation processes described above, materially different [removed: sales] [added: revenues] and profit amounts could be recorded if we used different [removed: assumptions] [added: assumptions, revised our estimates,] or if the underlying circumstances were to change.

For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis – Critical Accounting Policies & Estimates – Accounting for Long-term Contracts/Program Accounting” on pages [removed: 51 – 54] [added: 48 - 49] and Note 1 to our Consolidated Financial Statements on pages [removed: 64 – 77] [added: 59 - 69] of this Form 10-K.

We depend heavily on commercial airlines, subjecting us to unique risks.

Airlines also are experiencing increased fuel and other costs, and the global economy is experiencing high inflation.

One of these, section 116 of the ACSAA prohibited the FAA from issuing a type certificate to aircraft after December 27, 2022 unless the aircraft’s flight crew alerting system met certain specifications.

The Consolidated Appropriations Act, 2023 amended Section 116 of the ACSAA, such that applications for original or amended type certifications that were submitted to the FAA prior to December 27, 2020, including those of the 737-7 and 737-10, are no longer subject to the crew alerting specifications of Section 116.

Additionally, beginning one year after the FAA issues the type certificate for the 737-10, any new 737 MAX aircraft must include certain safety enhancements to be issued an original airworthiness certification by the FAA.

These enhancements are included in Boeing’s application for the certification for the 737-10, and the sufficiency of these enhancements will be determined by the FAA.

Beginning three years after the issuance of a type certificate for the 737-10, all previously delivered 737 MAX aircraft must be retrofitted with these safety enhancements.

As the holder of the type certificate, Boeing is required to bear any costs of these safety enhancement retrofits.

We have provisioned for the estimated costs associated with the safety enhancements and do not expect those costs to be material.

If we experience delays in achieving certification and/or incorporating safety enhancements, future revenues, cash flows and results of operations could be adversely impacted.

We continue to conduct inspections and rework on built and stored 787 aircraft.

The 787 program is currently producing at low rates and we expect to gradually increase to 5 per month in 2023.

Production of the 777X is currently paused and is expected to resume in 2023.

The 737 program has experienced operational and supply chain challenges stabilizing production at 31 per month.

We plan to gradually increase 737 production rates based on market demand and supply chain capacity.

We and our suppliers are experiencing supply chain disruptions as a result of the lingering impacts of COVID-19, global supply chain constraints, and labor instability.

We and our suppliers are also experiencing inflationary pressures.

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

These factors have reduced overall productivity and adversely impacted our financial position, results of operations and cash flows.

U.S. government discretionary spending, including defense spending, is likely to continue to be subject to pressure.

Many of our suppliers are experiencing inflationary pressures, as well as disruptions due to the lingering impacts of COVID-19, global supply chain constraints, and labor instability.

For example, we suspended purchasing titanium from Russia during 2022 as a result of the Russia Ukraine war.

We believe we have sufficient material and parts to avoid production disruptions in the near-term, but future impacts to our production from disruptions in our supply chain are possible.

In our BCA business, we face aggressive international competition intent on increasing market share.

Certain aircraft parts and components that Boeing procures are subject to these tariffs.

We are mitigating import costs through Duty Drawback Customs procedures.

Overall, the U.S.-China trade relationship remains stalled as economic and national security concerns continue to be a challenge.

China is a significant market for commercial aircraft.

Boeing has long-standing relationships with our Chinese customers, who represent a key component of our commercial aircraft backlog.

For the 737 MAX, there is uncertainty regarding timing of resumption of deliveries in China which is still subject to final regulatory approvals.

If we are unable to obtain additional orders from China in the future, our market share could be adversely affected.

Furthermore, following Russia’s invasion of Ukraine, we suspended our operations in Russia due to sanctions and export controls, and the war has negatively impacted, and could continue to adversely impact, our business and financial results.

guarantees, partner performance and indemnifications.

We also

For example, during the year ended December 31, 2022, BDS recorded additional losses on several fixed price development programs.

We continue to experience near-term production disruptions and inefficiencies due to supplier disruption, labor instability and factory performance.

These factors have contributed to significant earnings charges on a number of fixed-price development programs which are expected to adversely affect cash flows in future periods, and may result in future earnings charges and adverse cash flow effects.

We rely extensively on information technology systems and networks to operate our company and meet our business objectives.

As cyber threats increase in volume and sophistication, the risk to the security of these systems and networks – and to the confidentiality, integrity, and availability of the data they house – continues to evolve, requiring constant vigilance and concerted, company-wide risk management efforts.

A cyberattack or security breach, whether experienced directly or through our supply chain, could, among other serious consequences, result in loss of intellectual property; unauthorized access to various categories of sensitive, proprietary or customer data; disruption or degradation of business operations, or compromise of products or services.

Risks Related to COVID-19

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 operations and cash flows.

We also face significant risks related to the global economic downturn and severe reduction in commercial air traffic caused by the pandemic.

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

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

We may face similar risks in connection with any future public health crises, including resurgences in the spread of COVID-19.

The COVID-19 pandemic has subjected our business, operations, financial performance, cash flows and financial condition to a number of risks, including, but not limited to those discussed below.

Operations-related risks: As a result of the COVID-19 pandemic, we are facing increased operational challenges from the need to protect employee health and safety.

These challenges have included, and may in the future include, production site shutdowns, workplace disruptions and restrictions on the movement of people, 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.

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.

We had not previously experienced a complete suspension of our operations at these production sites.

While we have resumed operations at all of our production 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 near-term production disruptions and inefficiencies as well as additional operating costs due to social distancing requirements, increased levels of employee absenteeism and other factors related to COVID-19 restrictions.

We cannot predict the impact that future production disruptions may have on our business, operations, financial performance and financial condition.

We continue to monitor federal, 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.

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.

Many of our suppliers also were required to suspend operations during the second quarter of 2020.

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

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

Any such disruptions could have severe adverse impacts on our production costs, delivery schedule and/or ability to meet customer commitments.

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

Further production disruptions and inefficiencies, suspension of operations or delayed recovery in our operations, and/or any 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, which could have a further material adverse effect on our business, financial position, results of operations and/or cash flows.

Liquidity risks: The COVID-19 pandemic has also had a significant impact on our liquidity and overall debt levels.

During the year ended December 31, 2021, net cash used by operating activities was $3.4 billion.

At December 31, 2021, cash and short-term investments totaled $16.2 billion.

Our debt balance totaled $58.1 billion at December 31, 2021, down from $63.6 billion at December 31, 2020.

We expect negative operating cash flows in future quarters until deliveries begin to return to historical levels, and if 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.

If we were to need to obtain additional financing, uncertainty related to COVID-19 and its impact on us and the aerospace industry, as well as continued uncertainty with respect to our credit rating could limit our access to credit markets and we may have difficulty obtaining financing on terms acceptable to us or at all.

In addition, certain of our customers may also be unable to make timely payments to us.

The occurrence of any or all of these events could adversely affect our ability to fund our operations and/or meet outstanding debt obligations and contractual commitments.

In addition, further downgrades in our credit ratings could adversely affect our cost of funds and related margins, liquidity, competitive position and access to capital markets, and a significant downgrade could have an adverse impact on our businesses.

Customer-related risks: Commercial air traffic has fallen dramatically due to the COVID-19 pandemic.

This trend has impacted passenger traffic most severely.

Most airlines have significantly reduced their capacity, and many could implement further reductions.

Many airlines are also implementing significant reductions in staffing.

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 $1.8 billion as of December 31, 2021 and/or requiring us to remarket aircraft that have already been produced and/or are currently in backlog.

If we are unable to successfully remarket these aircraft and/or the narrow-body and wide-body markets do not recover as soon as we are currently assuming, or if we are required to further reduce production rates and/or contract the accounting quantity on any of our commercial programs, we could experience material reductions in earnings and/or be required to recognize a reach-forward loss on one or more of our programs.

For example, in the fourth quarter of 2020, we recognized a reach-forward loss on the 777X program in part due to impacts related to the COVID-19 pandemic.

Additionally, we may experience fewer new orders and increased cancellations across all of our commercial airplane programs as a result of the COVID-19 pandemic and associated impacts on demand.

Our customers may also lack sufficient liquidity to purchase new aircraft due to impacts from the pandemic.

Taken together, these core businesses have historically generated substantial earnings and cash flow that [removed: permit us to invest] [added: enable our investments] in new products and services.

Airline financial performance, which [removed: also plays a role in the] [added: influences] demand for new capacity, has been adversely impacted by the COVID-19 pandemic.

According to [removed: IATA,] [added: the International Air Transport Association (IATA),] net losses for the airline industry were $138 billion in 2020 and [removed: are expected to be approximately $52] [added: $42] billion in 2021.

Over [removed: 185] [added: 190] countries have approved the resumption of 737 MAX operations.

[removed: The shock from COVID-19 has reduced the near- to medium-term demand, but our] [added: Our] Commercial Market Outlook forecast projects a [removed: 4%] [added: 3.8%] growth rate for passenger and cargo traffic over a [removed: 20 year] [added: 20-year] period.

Based on long-term global economic growth projections of [removed: 2.7%] [added: 2.6% in] average annual gross domestic [removed: product (GDP) growth,] [added: product,] we project demand for approximately [removed: 43,610] [added: 41,170] new airplanes over the next 20 years.

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

[removed: However, while we] [added: We] continue to experience near-term production disruptions and inefficiencies due to [removed: COVID-19 impacts, we saw improvements in 2021.][added: supplier disruption, labor instability and factory performance.]

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

| Years ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Revenues | | | [removed: $62,286] [added: $66,608] | | | | | | [removed: $58,158] [added: $62,286] | | | | | | [removed: $76,559] [added: $58,158] | | |

| Loss from operations | | | [removed: ($2,902)] [added: ($3,547)] | | | | | | [removed: ($12,767)] [added: ($2,902)] | | | | | | [removed: ($1,975)] [added: ($12,767)] | | |

| Operating margins | | | [removed: (4.7)] [added: (5.3)] | | % | | | | [removed: (22.0)] [added: (4.7)] | | % | | | | [removed: (2.6)] [added: (22.0)] | | % |

| Effective income tax rate | | | [removed: 14.8] [added: (0.6)] | | % | | | | [removed: 17.5] [added: 14.8] | | % | | | | [removed: 71.8] [added: 17.5] | | % |

| Net loss attributable to Boeing Shareholders | | | [removed: ($4,202)] [added: ($4,935)] | | | | | | [removed: ($11,873)] [added: ($4,202)] | | | | | | [removed: ($636)] [added: ($11,873)] | | |

| Diluted loss per share | | | [removed: ($7.15)] [added: ($8.30)] | | | | | | [removed: ($20.88)] [added: ($7.15)] | | | | | | [removed: ($1.12)] [added: ($20.88)] | | |

| Core operating loss | | | [removed: ($4,075)] [added: ($4,690)] | | | | | | [removed: ($14,150)] [added: ($4,075)] | | | | | | [removed: ($3,390)] [added: ($14,150)] | | |

| Core operating margins | | | [removed: (6.5] [added: (7.0] | | %) | | | | [removed: (24.3] [added: (6.5] | | %) | | | | [removed: (4.4] [added: (24.3] | | %) |

| Core loss per share | | | [removed: ($9.44)] [added: ($11.06)] | | | | | | [removed: ($23.25)] [added: ($9.44)] | | | | | | [removed: ($3.47)] [added: ($23.25)] | | |

See pages [removed: 49] [added: 45] - [removed: 51] [added: 47] for important information about these non-GAAP measures and reconciliations to the most [added: directly] comparable GAAP measures.

| Years ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Commercial Airplanes | | | [removed: $19,493] [added: $25,867] | | | | | | [removed: $16,162] [added: $19,493] | | | | | | [removed: $32,255] [added: $16,162] | | |

| Defense, Space & Security | | | [removed: 26,540] [added: 23,162] | | | | | | [removed: 26,257] [added: 26,540] | | | | | | [removed: 26,095] [added: 26,257] | | |

| Global Services | | | [removed: 16,328] [added: 17,611] | | | | | | [removed: 15,543] [added: 16,328] | | | | | | [removed: 18,468] [added: 15,543] | | |

| Boeing Capital | | | [removed: 272] [added: 199] | | | | | | [removed: 261] [added: 272] | | | | | | [removed: 244] [added: 261] | | |

| Unallocated items, eliminations and other | | | [removed: (347)] [added: (231)] | | | | | | [removed: (65)] [added: (347)] | | | | | | [removed: (503)] [added: (65)] | | |

| Total | | | [removed: $62,286] [added: $66,608] | | | | | | [removed: $58,158] [added: $62,286] | | | | | | [removed: $76,559] [added: $58,158] | | |

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

| Years ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Commercial Airplanes | | | [removed: ($6,475)] [added: ($2,370)] | | | | | | [removed: ($13,847)] [added: ($6,475)] | | | | | | [removed: ($6,657)] [added: ($13,847)] | | |

| Defense, Space & Security | | | [removed: 1,544] [added: (3,544)] | | | | | | [removed: 1,539] [added: 1,544] | | | | | | [removed: 2,615] [added: 1,539] | | |

| Global Services | | | [removed: 2,017] [added: 2,727] | | | | | | [removed: 450] [added: 2,017] | | | | | | [removed: 2,697] [added: 450] | | |

| Boeing Capital | | | [removed: 106] [added: 29] | | | | | | [removed: 63] [added: 106] | | | | | | [removed: 28] [added: 63] | | |

| Segment operating loss | | | [removed: (2,808)] [added: (3,158)] | | | | | | [removed: (11,795)] [added: (2,808)] | | | | | | [removed: (1,317)] [added: (11,795)] | | |

| Pension FAS/CAS service cost adjustment | | | [removed: 882] [added: 849] | | | | | | [removed: 1,024] [added: 882] | | | | | | [removed: 1,071] [added: 1,024] | | |

| Postretirement FAS/CAS service cost adjustment | | | [removed: 291] [added: 294] | | | | | | [removed: 359] [added: 291] | | | | | | [removed: 344] [added: 359] | | |

| Unallocated items, eliminations and other | | | [removed: (1,267)] [added: (1,532)] | | | | | | [removed: (2,355)] [added: (1,267)] | | | | | | [removed: (2,073)] [added: (2,355)] | | |

| Loss from operations (GAAP) | | | [removed: ($2,902)] [added: ($3,547)] | | | | | | [removed: ($12,767)] [added: ($2,902)] | | | | | | [removed: ($1,975)] [added: ($12,767)] | | |

| FAS/CAS service cost adjustment * | | | [removed: (1,173)] [added: (1,143)] | | | | | | [removed: (1,383)] [added: (1,173)] | | | | | | [removed: (1,415)] [added: (1,383)] | | |

| Core operating loss (Non-GAAP) | | | [removed: ($4,075)] [added: ($4,690)] | | | | | | [removed: ($14,150)] [added: ($4,075)] | | | | | | [removed: ($3,390)] [added: ($14,150)] | | |

Domestic travel continues to recover from the lingering effects of the COVID-19 pandemic before international travel and the narrow-body market continues to follow domestic travel recovery, while the wide-body market continues to be paced by international travel recovery.

The pace of the commercial market recovery remains impacted by government restrictions related to COVID-19, especially China.

We are seeing a strong recovery in travel demand for our airline customers in North and South America, the Middle East, and Europe, and demand for dedicated freighters continues to be underpinned by a strong recovery in global trade.

We and our suppliers are experiencing supply chain disruptions as a result of the lingering impacts of COVID-19, global supply chain constraints, and labor instability.

We and our suppliers are also experiencing inflationary pressures.

IATA also forecasts $6.9 billion of losses for the industry globally in 2022, with approximately $9.9 billion of profits in North America driven by the robust domestic market being more than offset by losses in other regions.

For 2023, IATA is forecasting $4.6 billion in profits for the industry globally.

While the outlook continues to improve, we continue to face a challenging environment in the near- to medium-term as airlines are facing increased fuel and other costs, and the global economy is experiencing high inflation.

We expect BGS commercial revenues to remain strong in future quarters as the commercial airline industry continues to recover.

At BDS, we continue to see stable demand reflecting the important role our products and services have in ensuring our national security.

Outside of the U.S., we are seeing similar solid demand as governments prioritize security, defense technology and global cooperation given evolving threats.

These factors have contributed to significant earnings charges on a number of fixed-price development programs which are expected to adversely affect cash flows in future periods.

As a result of the war in Ukraine, we recorded earnings charges totaling $212 million during the first quarter of 2022, primarily related to asset impairments.

We have closed our facilities in Russia.

We are focused on the safety of our employees and retaining the strength of our engineering talent through voluntary transfers to other countries.

We have also suspended our business in Russia, including parts, maintenance and technical support for Russian airlines, and purchases from Russian suppliers.

We are complying with U.S. and international sanctions and export control restrictions.

We have sufficient material and parts to avoid production disruptions in the near-term, but future impacts to our production from disruptions in our supply chain are possible.

The war in Ukraine continues to impact our airline and lessor customers.

We continue to monitor developments and potential Boeing impacts, and take mitigating actions as appropriate.

Revenues increased by $4,322 million in 2022 compared with 2021 driven by higher revenues at BCA and BGS, partially offset by lower revenues at BDS.

BCA revenues increased by $6,374 million primarily driven by higher 737 and 787 deliveries.

BGS revenues increased by $1,283 million primarily due to higher commercial services volume, partially offset by lower government services volume and performance.

BDS revenues decreased by $3,378 million primarily due to charges on development programs, unfavorable performance across other defense programs, and lower P-8 and weapons volume.

KC-46A Tanker program and lower charges in 2021.

Revenues will continue to be significantly impacted until the global supply chain stabilizes, labor instability diminishes, and deliveries ramp up.

Loss from operations increased by $645 million in 2022 compared with 2021.

BDS had a loss from operations of $3,544 million compared with earnings of $1,544 million during 2021, primarily due to charges on development programs.

BCA loss from operations decreased by $4,105 million primarily due to the absence in 2022 of the $3,460 million reach-forward loss taken on the 787 program in 2021, higher 737 deliveries and lower abnormal production costs, partially offset by higher research and development spending, charges related to the war in Ukraine and other period expenses.

BGS earnings from operations increased by $710 million in 2022 compared with 2021 primarily due to higher commercial services volume and favorable mix, partially offset by lower government services performance.

Eliminations and other unallocated expense increased by $486 million in 2022 primarily due to a $200 million settlement with the Securities and Exchange Commission related to the 737 MAX accidents, lower income from operating investments, and an increase in environmental remediation expense.

The increased income in 2022 compared to 2021 was primarily due to lower amortization of net actuarial losses in 2022 and a settlement loss recorded in 2021.

In August 2022, the President signed into law the Inflation Reduction Act of 2022, which contained provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks, both of which we do not expect to have a material impact on our results of operations, financial condition or cash flows.

Cost of sales increased by $3,837 million in 2022 compared with 2021, primarily due to charges recorded at BDS and higher revenues at BCA.

Cost of sales as a percentage of Revenues remained largely consistent in 2022 compared to 2021.

Research and development expense increased by $603 million in 2022 compared with 2021 primarily due to higher research and development expenditures on 777X, 737 MAX, as well as BCA and enterprise investments in product development.

The increase in contractual backlog during 2022 was primarily due to an increase in BCA backlog that was partially offset by a decrease in BDS backlog.

We are mitigating import costs through Duty Drawback Customs procedures.

China is a significant market for commercial aircraft.

Boeing has long-standing relationships with our Chinese customers, who represent a key component of our commercial aircraft backlog.

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 COVID-19 pandemic has caused an unprecedented shock to demand for air travel, creating a tremendous challenge for our customers, our business and the entire commercial aerospace manufacturing and services sector.

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.

While recovery 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 continue to expect domestic travel to recover faster than international travel.

As a result, we expect the narrow-body market to recover faster than the wide-body market.

Also, the pace of the commercial market recovery will be heavily dependent on COVID-19 infection rates, vaccination rates, and government travel and other restrictions on trade and commercial activity.

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

Overall cargo capacity remains challenged given the large impact that COVID-19 has had on international passenger operations, which also carry cargo.

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

Our customers are taking actions to combat the effects of the COVID-19 pandemic on the market by preserving liquidity.

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

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 near- to medium-term as airlines have adjusted to reduced traffic, which in turn has resulted in lower demand for commercial aerospace products and services.

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

We expect it will take a few years beyond that for the industry to return to long-term trend growth.

To balance the supply and demand given the COVID-19 shock and to preserve our long-term potential and competitiveness, we have reduced the production rates of several of our BCA programs.

These rate decisions are based on our ongoing assessments of the demand environment and availability of aircraft financing.

There is significant uncertainty with respect to when commercial air traffic levels will recover, and whether, and at what point, capacity will return to and/or exceed pre-COVID-19 levels.

During the fourth quarter of 2020, we made adjustments to our estimates regarding timing of 777X entry into service and market demand.

We 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 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 process and make adjustments as appropriate in the future.

Notwithstanding the changes we have made to production rates, risk remains that further reductions will be required.

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

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

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.

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

Additionally, our commercial customers are curtailing discretionary spending, such as modifications and upgrades, and focusing on required maintenance.

Similar to BCA, we expect a multi-year recovery period for the commercial services business.

At BDS, we continue to see a healthy market with solid demand for our major platforms and programs both domestically and internationally.

As [removed: a result, as] of December 31, [removed: 2021,] [added: 2022,] we do not have any significant floating-rate debt obligations.

At December 31, [removed: 2021,] [added: 2022,] 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: $241] [added: $232] million.

At December 31, [removed: 2021,] [added: 2022,] a 10% increase or decrease in the market price in our commodity derivatives would have increased or decreased our unrealized losses by [removed: $46] [added: $70] million.

In 2021, we repaid the $13.8 billion outstanding under our two-year floating-rate delayed draw term loan credit agreement.

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

This segment develops, produces and markets commercial jet aircraft [removed: and provides fleet support services,] principally to the commercial airline industry worldwide.

This family of commercial jet aircraft in production includes the 737 narrow-body model and the [removed: 747,] 767, 777 and 787 wide-body models.

Development continues on the 777X program and [removed: certain 737 MAX] [added: the 737-7 and 737-10] derivatives.

As of December 31, [added: 2022 and] 2021, Boeing’s total workforce was approximately [removed: 142,000,] [added: 156,000 and 142,000] with [added: 13% and] 12% located outside of the U.S.

As of December 31, [removed: 2021,] [added: 2022,] our workforce [removed: is composed of] [added: included] approximately [removed: 47,000] [added: 50,000] union members.

Our principal collective bargaining agreements [removed: were with] [added: and their current status are summarized in] the following [removed: unions:][added: table:]

| The International Association of Machinists and Aerospace Workers (IAM) | | | 20% | | | We have two major agreements; one expiring in [removed: July 2022] [added: September 2024] and one in [removed: September 2024.] [added: July 2025.] | | |

| The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) | | | 1% | | | We have one major agreement expiring in [removed: October 2022.] [added: April 2027.] | | |

In June of [removed: 2021,] [added: 2022,] we released our [removed: first] [added: second] Global Equity, Diversity and Inclusion report with our workforce composition.

As of December [removed: 2020,] [added: 2021,] our U.S. workforce was comprised of approximately 23% women, [removed: 31%] [added: 33% U.S.] racial and ethnic minorities and 15% [added: U.S.] veterans.

We also support Business Resource Groups open to all employees with more than [removed: 13,000] [added: 15,000] participants across [removed: 150] [added: 170] chapters globally that focus on gender, race & ethnicity, generations, gender identity, sexual orientation, disability or veteran status.

We are committed to releasing [removed: a] [added: an annual] Global Equity, Diversity and Inclusion report in [removed: 2022] [added: 2023] which will be updated with [removed: 2021] [added: the latest year’s] information.

Our [removed: 2021] [added: 2022] report can be found on our website.

In [removed: 2021,] [added: 2022,] our voluntary resignation rate was approximately 4%.

Additionally, we hired approximately [removed: 9,800] [added: 23,000] new employees in [removed: 2021] [added: 2022] for critical skills and had an offer acceptance rate of [removed: 83%.][added: 78%.]

For [removed: 2021,] [added: 2022,] Boeing employees [removed: consumed] [added: completed] approximately [removed: 3.6] [added: 5.8] million hours of learning.

Over [removed: 10,000] [added: 9,000] Boeing employees leverage these programs every year.

We face aggressive international competitors who are intent on increasing their market share, such as Airbus and [removed: other] entrants from [removed: Russia, China and Japan.][added: China.]

We are focused on improving our [added: products and] processes and continuing cost reduction efforts.

BDS faces strong competition [removed: in all market segments,] primarily from Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Technologies Corporation, General Dynamics Corporation and SpaceX.

BDS expects the trend of strong competition to continue into [removed: 2022.][added: 2023.]

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

BGS expects the market to remain highly competitive in [removed: 2022,] [added: 2023,] and intends to grow market share by leveraging a high level of customer satisfaction and productivity.

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

[added: 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.

We could also be affected by [removed: future] laws and regulations relating to climate change, including laws [added: limiting or otherwise] related to greenhouse gas emissions.

[removed: The most important raw materials required for our aerospace products] are aluminum (sheet, plate, forgings and extrusions), titanium (sheet, plate, forgings and extrusions) and composites (including carbon and boron).

We ended production of the 747 wide-body model in 2022.

Employees are also required on an annual basis to sign the Boeing Code of Conduct to reaffirm their commitment to do their work in a compliant and ethical manner.

We intend to continue to compete with other aircraft manufacturers by providing customers with airplanes and services that deliver superior design, safety, efficiency and value to customers around the world.

The most important raw materials required for our aerospace products

During 2022, as a result of the Russia Ukraine war, we suspended purchasing titanium from Russia.

This has not disrupted our operations as we have been able to use inventory on hand and identify alternative sources.

We continue to work with a small number of sole-source suppliers to ensure continuity of supply for certain items.

Our principal executive offices are located at 929 Long Bridge Drive, Arlington, Virginia 22202, and our telephone number is (703) 465-3500.

BDS' primary customer is the United States Department of Defense (U.S. DoD).

Revenues from the U.S. DoD, including foreign military sales through the U.S. government, accounted for approximately 84% of its 2021 revenues.

Other significant BDS customers include the National Aeronautics and Space Administration (NASA) and customers in international defense, civil and commercial satellite markets.

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 Tanker and T-7A Red Hawk.

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

Unmanned vehicles include the MQ-25, 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 programs and Joint Direct Attack Munition, as well as the United Launch Alliance joint venture.

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

The COVID-19 pandemic continues to impact lives and businesses around the world.

We have taken proactive steps to help protect the health and safety of our employees and maintain business continuity.

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.

As part of that reporting process, we have a robust contact tracing program to identify those who have been in close contact in the workplace with employees who have tested positive for COVID-19.

All of the actions above are overseen by Boeing’s Crisis Management Working Group, a multi-functional, multi-discipline team tasked with integrating all aspects of Boeing’s COVID-19 response.

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

We aspire to be the most equitable, diverse and inclusive company.

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

We intend to continue to compete with other airplane manufacturers by providing customers with higher quality products.

These requirements are generally

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

A Potentially Responsible Party (PRP) has joint and several liability under existing U.S. environmental laws.

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 facilities, former facilities or third-party sites.

If we were required to fully fund the remediation of a site for which we were originally assigned a partial share, the statutory framework would allow us to pursue rights to contribution from other PRPs.

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

Our principal executive offices are located at 100 N.

Riverside Plaza, Chicago, Illinois 60606, and our telephone number is (312) 544-2000.

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

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Registrant’s telephone number, including area code [removed: (312)-544-2000][added: (703)-414-6338]

Yes [removed: ☒ No] ☐ [added: No ☒]

As of June 30, [removed: 2021,] [added: 2022,] there were [removed: 585,875,929] [added: 593,451,225] 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: $140.4] [added: $81.1] billion.

The number of shares of the registrant’s common stock outstanding as of January [removed: 24, 2022] [added: 20, 2023] was [removed: 582,999,765.][added: 598,239,585.]

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: 2021.][added: 2022.]

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

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| | | | [Item [removed: 9A.](#i96cbbb599c964cb4a125b720672b6568_355)] [added: 9A.](#idab206f38af44c3b82edc252bb6a3941_310)] | | | [Controls and [removed: Procedures](#i96cbbb599c964cb4a125b720672b6568_355)] [added: Procedures](#idab206f38af44c3b82edc252bb6a3941_310)] | | | [removed: [132](#i96cbbb599c964cb4a125b720672b6568_355)] [added: [122](#idab206f38af44c3b82edc252bb6a3941_310)] | | |

| | | | [Item [removed: 9B.](#i96cbbb599c964cb4a125b720672b6568_358)] [added: 9B.](#idab206f38af44c3b82edc252bb6a3941_313)] | | | [Other [removed: Information](#i96cbbb599c964cb4a125b720672b6568_358)] [added: Information](#idab206f38af44c3b82edc252bb6a3941_313)] | | | [removed: [132](#i96cbbb599c964cb4a125b720672b6568_358)] [added: [122](#idab206f38af44c3b82edc252bb6a3941_313)] | | |

| | | | [Item [removed: 10.](#i96cbbb599c964cb4a125b720672b6568_364)] [added: 10.](#idab206f38af44c3b82edc252bb6a3941_319)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i96cbbb599c964cb4a125b720672b6568_364)] [added: Governance](#idab206f38af44c3b82edc252bb6a3941_319)] | | | [removed: [133](#i96cbbb599c964cb4a125b720672b6568_364)] [added: [123](#idab206f38af44c3b82edc252bb6a3941_319)] | | |

| | | | [Item [removed: 11.](#i96cbbb599c964cb4a125b720672b6568_367)] [added: 11.](#idab206f38af44c3b82edc252bb6a3941_322)] | | | [Executive [removed: Compensation](#i96cbbb599c964cb4a125b720672b6568_367)] [added: Compensation](#idab206f38af44c3b82edc252bb6a3941_322)] | | | [removed: [136](#i96cbbb599c964cb4a125b720672b6568_367)] [added: [126](#idab206f38af44c3b82edc252bb6a3941_322)] | | |

| | | | [Item [removed: 12.](#i96cbbb599c964cb4a125b720672b6568_370)] [added: 12.](#idab206f38af44c3b82edc252bb6a3941_325)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i96cbbb599c964cb4a125b720672b6568_370)] [added: Matters](#idab206f38af44c3b82edc252bb6a3941_325)] | | | [removed: [137](#i96cbbb599c964cb4a125b720672b6568_370)] [added: [127](#idab206f38af44c3b82edc252bb6a3941_325)] | | |

| | | | [Item [removed: 13.](#i96cbbb599c964cb4a125b720672b6568_373)] [added: 13.](#idab206f38af44c3b82edc252bb6a3941_328)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i96cbbb599c964cb4a125b720672b6568_373)] [added: Independence](#idab206f38af44c3b82edc252bb6a3941_328)] | | | [removed: [137](#i96cbbb599c964cb4a125b720672b6568_373)] [added: [127](#idab206f38af44c3b82edc252bb6a3941_328)] | | |

| | | | [Item [removed: 14.](#i96cbbb599c964cb4a125b720672b6568_376)] [added: 14.](#idab206f38af44c3b82edc252bb6a3941_331)] | | | [Principal Accountant Fees and [removed: Services](#i96cbbb599c964cb4a125b720672b6568_376)] [added: Services](#idab206f38af44c3b82edc252bb6a3941_331)] | | | [removed: [138](#i96cbbb599c964cb4a125b720672b6568_376)] [added: [127](#idab206f38af44c3b82edc252bb6a3941_331)] | | |

| | | | [Item [removed: 15.](#i96cbbb599c964cb4a125b720672b6568_382)] [added: 15.](#idab206f38af44c3b82edc252bb6a3941_337)] | | | [Exhibits, Financial Statement [removed: Schedules](#i96cbbb599c964cb4a125b720672b6568_382)] [added: Schedules](#idab206f38af44c3b82edc252bb6a3941_337)] | | | [removed: [138](#i96cbbb599c964cb4a125b720672b6568_382)] [added: [128](#idab206f38af44c3b82edc252bb6a3941_337)] | | |

| | | | [Item [removed: 16.](#i96cbbb599c964cb4a125b720672b6568_385)] [added: 16.](#idab206f38af44c3b82edc252bb6a3941_340)] | | | [Form 10-K [removed: Summary](#i96cbbb599c964cb4a125b720672b6568_385)] [added: Summary](#idab206f38af44c3b82edc252bb6a3941_340)] | | | [removed: [141](#i96cbbb599c964cb4a125b720672b6568_385)] [added: [131](#idab206f38af44c3b82edc252bb6a3941_340)] | | |

| 929 Long Bridge Drive | | | Arlington, | | | VA | | | | | | 22202 | | |

| [PART II](#idab206f38af44c3b82edc252bb6a3941_76) | | | | | | | | | | | |

| | | | [Item 9C.](#idab206f38af44c3b82edc252bb6a3941_1649267444474) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#idab206f38af44c3b82edc252bb6a3941_1649267444474) | | | [122](#idab206f38af44c3b82edc252bb6a3941_1649267444474) | | |

| [PART III](#idab206f38af44c3b82edc252bb6a3941_316) | | | | | | | | | | | |

| [PART IV](#idab206f38af44c3b82edc252bb6a3941_334) | | | | | | | | | | | |

| | | | [Signatures](#idab206f38af44c3b82edc252bb6a3941_343) | | | | | | [132](#idab206f38af44c3b82edc252bb6a3941_343) | | |

| 100 N. Riverside Plaza, | | | Chicago, | | | IL | | | | | | 60606-1596 | | |

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

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

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

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

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

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

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

We [removed: occupied] [added: had] approximately [removed: 82] [added: 87] million square feet of floor space on December 31, [removed: 2021] [added: 2022] for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately [removed: 93%] [added: 88%] was located in the United States.

The following table provides a summary of the floor space by business as of December 31, [removed: 2021:][added: 2022:]

| *(Square feet in thousands)* | | | Owned | | | | | | Leased | | | | | | Government [removed: Owned(1)] [added: Owned] | | | | | | Total | | |

[removed: (2)] [added: (1)] Other includes sites used for [removed: BCC,] [added: corporate offices, enterprise research and development and] common internal [removed: services and our Corporate Headquarters.][added: services.]

At December 31, [removed: 2021, we occupied in excess of 76 million] [added: 2022, the combined] square [removed: feet of floor space] [added: footage] at the following major [removed: locations:][added: locations totaled more than 81 million square feet:]

- Commercial Airplanes – Greater Seattle, WA; [added: China;] Greater Charleston, SC; Greater Portland, OR; Greater Los Angeles, CA; Greater Salt Lake City, UT; Australia 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: Great Britain;] [added: Australia;] Greater Portland, OR; [removed: Australia and] Houston, [removed: TX][added: TX; and Kennedy Space Center]

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

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

| Commercial Airplanes | | | 39,586 | | | | | | 6,673 | | | | | | | | | | | | 46,259 | | |

| Defense, Space & Security | | | 22,643 | | | | | | 5,090 | | | | | | | | | | | | 27,733 | | |

| Global Services | | | 1,201 | | | | | | 7,591 | | | | | | | | | | | | 8,792 | | |

| Other(1) | | | 1,821 | | | | | | 2,476 | | | | | | 315 | | | | | | 4,612 | | |

| Total | | | 65,251 | | | | | | 21,830 | | | | | | 315 | | | | | | 87,396 | | |

| 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 | | |

(1) Excludes rent-free space furnished by U.S. government landlord of 49 square feet.

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

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

As of January [removed: 24, 2022,] [added: 20, 2023,] there were [removed: 95,533] [added: 88,322] shareholders of record.

The following table provides information about purchases we made during the quarter ended December 31, [removed: 2021] [added: 2022] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

(1)A total of [removed: 87,954] [added: 25,742] shares were transferred to us from employees in satisfaction of [removed: minimum] tax withholding obligations associated with the vesting of restricted stock units during the period.

Share repurchases under this [removed: plan had] [added: open market repurchase program have] been suspended since April 2019.

| 10/1/2022 thru 10/31/2022 | | | 4,578 | | | | | | $138.33 | | | | | | | | | | | | | | |

| 11/1/2022 thru 11/30/2022 | | | 2,371 | | | | | | 142.24 | | | | | | | | | | | | | | |

| 12/1/2022 thru 12/31/2022 | | | 18,793 | | | | | | 181.13 | | | | | | | | | | | | | | |

| Total | | | 25,742 | | | | | | $169.94 | | | | | | | | | | | | | | |

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

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

| [Consolidated Statements of [removed: Operations](#i96cbbb599c964cb4a125b720672b6568_190)] [added: Operations](#idab206f38af44c3b82edc252bb6a3941_190)] | | | [removed: [58](#i96cbbb599c964cb4a125b720672b6568_190)] [added: [53](#idab206f38af44c3b82edc252bb6a3941_190)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i96cbbb599c964cb4a125b720672b6568_193)] [added: Income](#idab206f38af44c3b82edc252bb6a3941_193)] | | | [removed: [59](#i96cbbb599c964cb4a125b720672b6568_193)] [added: [54](#idab206f38af44c3b82edc252bb6a3941_193)] | | |

| [Consolidated Statements of Financial [removed: Position](#i96cbbb599c964cb4a125b720672b6568_199)] [added: Position](#idab206f38af44c3b82edc252bb6a3941_196)] | | | [removed: [60](#i96cbbb599c964cb4a125b720672b6568_199)] [added: [55](#idab206f38af44c3b82edc252bb6a3941_196)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i96cbbb599c964cb4a125b720672b6568_205)] [added: Flows](#idab206f38af44c3b82edc252bb6a3941_199)] | | | [removed: [61](#i96cbbb599c964cb4a125b720672b6568_205)] [added: [56](#idab206f38af44c3b82edc252bb6a3941_199)] | | |

| [Consolidated Statements of [removed: Equity](#i96cbbb599c964cb4a125b720672b6568_208)] [added: Equity](#idab206f38af44c3b82edc252bb6a3941_202)] | | | [removed: [62](#i96cbbb599c964cb4a125b720672b6568_208)] [added: [57](#idab206f38af44c3b82edc252bb6a3941_202)] | | |

| [Summary of Business Segment [removed: Data](#i96cbbb599c964cb4a125b720672b6568_214)] [added: Data](#idab206f38af44c3b82edc252bb6a3941_205)] | | | [removed: [63](#i96cbbb599c964cb4a125b720672b6568_214)] [added: [58](#idab206f38af44c3b82edc252bb6a3941_205)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i96cbbb599c964cb4a125b720672b6568_220)] [added: Policies](#idab206f38af44c3b82edc252bb6a3941_211)] | | | [removed: [64](#i96cbbb599c964cb4a125b720672b6568_220)] [added: [59](#idab206f38af44c3b82edc252bb6a3941_211)] | | |

| [Note 2 - Goodwill and Acquired [removed: Intangibles](#i96cbbb599c964cb4a125b720672b6568_235)] [added: Intangibles](#idab206f38af44c3b82edc252bb6a3941_223)] | | | [removed: [77](#i96cbbb599c964cb4a125b720672b6568_235)] [added: [70](#idab206f38af44c3b82edc252bb6a3941_223)] | | |

| [Note 3 - Earnings Per [removed: Share](#i96cbbb599c964cb4a125b720672b6568_241)] [added: Share](#idab206f38af44c3b82edc252bb6a3941_226)] | | | [removed: [78](#i96cbbb599c964cb4a125b720672b6568_241)] [added: [70](#idab206f38af44c3b82edc252bb6a3941_226)] | | |

| [Note 4 - Income [removed: Taxes](#i96cbbb599c964cb4a125b720672b6568_244)] [added: Taxes](#idab206f38af44c3b82edc252bb6a3941_229)] | | | [removed: [80](#i96cbbb599c964cb4a125b720672b6568_244)] [added: [72](#idab206f38af44c3b82edc252bb6a3941_229)] | | |

| [Note 5 - Accounts [removed: Receivable](#i96cbbb599c964cb4a125b720672b6568_250)] [added: Receivable](#idab206f38af44c3b82edc252bb6a3941_232)] | | | [removed: [84](#i96cbbb599c964cb4a125b720672b6568_250)] [added: [75](#idab206f38af44c3b82edc252bb6a3941_232)] | | |

| [Note 6 - Allowance for Losses on Financial [removed: Assets](#i96cbbb599c964cb4a125b720672b6568_253)] [added: Assets](#idab206f38af44c3b82edc252bb6a3941_235)] | | | [removed: [84](#i96cbbb599c964cb4a125b720672b6568_253)] [added: [76](#idab206f38af44c3b82edc252bb6a3941_235)] | | |

| [Note 8 - Contracts with [removed: Customers](#i96cbbb599c964cb4a125b720672b6568_259)] [added: Customers](#idab206f38af44c3b82edc252bb6a3941_241)] | | | [removed: [86](#i96cbbb599c964cb4a125b720672b6568_259)] [added: [77](#idab206f38af44c3b82edc252bb6a3941_241)] | | |

| [Note 9 - Customer [removed: Financing](#i96cbbb599c964cb4a125b720672b6568_262)] [added: Financing](#idab206f38af44c3b82edc252bb6a3941_244)] | | | [removed: [87](#i96cbbb599c964cb4a125b720672b6568_262)] [added: [78](#idab206f38af44c3b82edc252bb6a3941_244)] | | |

| [removed: [Note 10 -] Property, [removed: Plant] [added: plant] and [removed: Equipment](#i96cbbb599c964cb4a125b720672b6568_268)] [added: equipment] | | | [removed: [89](#i96cbbb599c964cb4a125b720672b6568_268)] | | | [added: | | | | | | | | | | | | | | | (19) | | | | | | 9 | | | | | | | | | | | | 9 | | | | | | (50) | | |]

| [Note 13 - Liabilities, Commitments and [removed: Contingencies](#i96cbbb599c964cb4a125b720672b6568_286)] [added: Contingencies](#idab206f38af44c3b82edc252bb6a3941_259)] | | | [removed: [92](#i96cbbb599c964cb4a125b720672b6568_286)] [added: [83](#idab206f38af44c3b82edc252bb6a3941_259)] | | |

| [Note 14 - Arrangements with Off-Balance Sheet [removed: Risk](#i96cbbb599c964cb4a125b720672b6568_307)] [added: Risk](#idab206f38af44c3b82edc252bb6a3941_274)] | | | [removed: [97](#i96cbbb599c964cb4a125b720672b6568_307)] [added: [88](#idab206f38af44c3b82edc252bb6a3941_274)] | | |

| [Note 16 - Postretirement [removed: Plans](#i96cbbb599c964cb4a125b720672b6568_316)] [added: Plans](#idab206f38af44c3b82edc252bb6a3941_280)] | | | [removed: [99](#i96cbbb599c964cb4a125b720672b6568_316)] [added: [90](#idab206f38af44c3b82edc252bb6a3941_280)] | | |

| [Note 17 - Share-Based Compensation and Other Compensation [removed: Arrangements](#i96cbbb599c964cb4a125b720672b6568_319)] [added: Arrangements](#idab206f38af44c3b82edc252bb6a3941_283)] | | | [removed: [108](#i96cbbb599c964cb4a125b720672b6568_319)] [added: [99](#idab206f38af44c3b82edc252bb6a3941_283)] | | |

| [Note 19 - Derivative Financial [removed: Instruments](#i96cbbb599c964cb4a125b720672b6568_331)] [added: Instruments](#idab206f38af44c3b82edc252bb6a3941_289)] | | | [removed: [113](#i96cbbb599c964cb4a125b720672b6568_331)] [added: [104](#idab206f38af44c3b82edc252bb6a3941_289)] | | |

| [Note 20 - Fair Value [removed: Measurements](#i96cbbb599c964cb4a125b720672b6568_334)] [added: Measurements](#idab206f38af44c3b82edc252bb6a3941_292)] | | | [removed: [115](#i96cbbb599c964cb4a125b720672b6568_334)] [added: [106](#idab206f38af44c3b82edc252bb6a3941_292)] | | |

| [Note 22 - Segment and Revenue [removed: Information](#i96cbbb599c964cb4a125b720672b6568_343)] [added: Information](#idab206f38af44c3b82edc252bb6a3941_298)] | | | [removed: [118](#i96cbbb599c964cb4a125b720672b6568_343)] [added: [109](#idab206f38af44c3b82edc252bb6a3941_298)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i96cbbb599c964cb4a125b720672b6568_349)] [added: Firm](#idab206f38af44c3b82edc252bb6a3941_304)] | | | [removed: [124](#i96cbbb599c964cb4a125b720672b6568_349)] [added: [115](#idab206f38af44c3b82edc252bb6a3941_304)] | | |

[Table [removed: of](#i96cbbb599c964cb4a125b720672b6568_10) [Contents](#i96cbbb599c964cb4a125b720672b6568_10)][added: of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)]

| Years ended December 31, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Sales of products | | | [removed: $51,386] [added: $55,893] | | | | | | [removed: $47,142] [added: $51,386] | | | | | | [removed: $66,094] [added: $47,142] | | |

| Sales of services | | | [removed: 10,900] [added: 10,715] | | | | | | [removed: 11,016] [added: 10,900] | | | | | | [removed: 10,465] [added: 11,016] | | |

| Total revenues | | | [removed: 62,286] [added: 66,608] | | | | | | [removed: 58,158] [added: 62,286] | | | | | | [removed: 76,559] [added: 58,158] | | |

| Cost of products | | | [removed: (49,954)] [added: (53,969)] | | | | | | [removed: (54,568)] [added: (49,954)] | | | | | | [removed: (62,877)] [added: (54,568)] | | |

| Cost of services | | | [removed: (9,283)] [added: (9,109)] | | | | | | [removed: (9,232)] [added: (9,283)] | | | | | | [removed: (9,154)] [added: (9,232)] | | |

| Boeing Capital interest expense | | | [removed: (32)] [added: (28)] | | | | | | [removed: (43)] [added: (32)] | | | | | | [removed: (62)] [added: (43)] | | |

| Total costs and expenses | | | [removed: (59,269)] [added: (63,106)] | | | | | | [removed: (63,843)] [added: (59,269)] | | | | | | [removed: (72,093)] [added: (63,843)] | | |

| | | | [removed: 3,017] [added: 3,502] | | | | | | [removed: (5,685)] [added: 3,017] | | | | | | [removed: 4,466] [added: (5,685)] | | |

| [removed: Income/(loss)] [added: (Loss)/income] from operating investments, net | | | [removed: 210] [added: (16)] | | | | | | [removed: 9] [added: 210] | | | | | | [removed: (4)] [added: 9] | | |

| General and administrative expense | | | [removed: (4,157)] [added: (4,187)] | | | | | | [removed: (4,817)] [added: (4,157)] | | | | | | [removed: (3,909)] [added: (4,817)] | | |

| Research and development expense, net | | | [removed: (2,249)] [added: (2,852)] | | | | | | [removed: (2,476)] [added: (2,249)] | | | | | | [removed: (3,219)] [added: (2,476)] | | |

| Gain on dispositions, net | | | [removed: 277] [added: 6] | | | | | | [removed: 202] [added: 277] | | | | | | [removed: 691] [added: 202] | | |

| Loss from operations | | | [removed: (2,902)] [added: (3,547)] | | | | | | [removed: (12,767)] [added: (2,902)] | | | | | | [removed: (1,975)] [added: (12,767)] | | |

| Other income, net | | | [removed: 551] [added: 1,058] | | | | | | [removed: 447] [added: 551] | | | | | | [removed: 438] [added: 447] | | |

| Interest and debt expense | | | [removed: (2,682)] [added: (2,533)] | | | | | | [removed: (2,156)] [added: (2,682)] | | | | | | [removed: (722)] [added: (2,156)] | | |

| [Note 7 - Inventories](#idab206f38af44c3b82edc252bb6a3941_238) | | | [76](#idab206f38af44c3b82edc252bb6a3941_238) | | |

| [Note 11 - Investments](#idab206f38af44c3b82edc252bb6a3941_250) | | | [81](#idab206f38af44c3b82edc252bb6a3941_250) | | |

| [Note 12 - Leases](#idab206f38af44c3b82edc252bb6a3941_256) | | | [81](#idab206f38af44c3b82edc252bb6a3941_256) | | |

| [Note 15 - Debt](#idab206f38af44c3b82edc252bb6a3941_277) | | | [89](#idab206f38af44c3b82edc252bb6a3941_277) | | |

| [Note 18 - Shareholders’ Equity](#idab206f38af44c3b82edc252bb6a3941_286) | | | [103](#idab206f38af44c3b82edc252bb6a3941_286) | | |

| [Note 21 - Legal Proceedings](#idab206f38af44c3b82edc252bb6a3941_295) | | | [108](#idab206f38af44c3b82edc252bb6a3941_295) | | |

| Net loss | | | | | | | | | | | | | | | (4,935) | | | | | | (118) | | | (5,053) | | |

| Share-based compensation | | | | | | 725 | | | | | | | | | | | | | | | | | | 725 | | |

| Treasury shares issued for 401(k) contribution | | | | | | 295 | | | 920 | | | | | | | | | | | | | | | 1,215 | | |

| Balance at December 31, 2022 | | | $5,061 | | | $9,947 | | | ($50,814) | | | | | | $29,473 | | | ($9,550) | | | $35 | | | ($15,848) | | |

Actual results could differ from those estimates.

The table below reflects the impact of net cumulative catch-up adjustments for changes in estimated revenues and costs at completion across all long-term contracts including the impact to Loss from operations from increases in estimated losses on unexercised options for the years ended December 31:

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

When actual contract costs and

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

liabilities included in Short-term debt and current portion of long-term debt and Long-term debt on the Consolidated Statements of Financial Position.

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| Balance at December 31, 2022 | | | $1,316 | | | | | | $3,224 | | | | | | $3,432 | | | | | | $85 | | | | | | $8,057 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Estimated amortization expense | | | $234 | | | | | | $219 | | | | | | $194 | | | | | | $190 | | | | | | $172 | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

The following table represents all shares that were excluded from the calculation of diluted loss per share during the respective period but may be dilutive potential common shares in future periods.

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| Other provision adjustments | | | 121 | | | (2.4) | | | | | | 35 | | | (0.8) | | | | | | 108 | | | (0.8) | | |

| | | | 2022 | | | | | | 2021 | | |

| Research expenditures | | | 1,464 | | | | | | | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| | | | 2022 | | | | | | 2021 | | |

The increase in the valuation allowance during 2022 is primarily due to tax credits and other carryforwards generated in 2022 that cannot be realized in 2022.

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| | | | 2022 | | | | | | 2021 | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| Balance at January 1, 2021 | | | ($444) | | | ($129) | | | ($72) | | | ($17) | | | ($140) | | | ($802) | | |

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

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

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

| Proceeds from dispositions | | | | | | | | | | | | | | | 464 | | |

| Purchase of distribution rights | | | | | | | | | | | | | | | (127) | | |

| Contributions from noncontrolling interests | | | | | | | | | | | | | | | 7 | | |

| Common shares repurchased | | | | | | | | | | | | | | | (2,651) | | |

| Balance at January 1, 2019 | | | $5,061 | | | $6,768 | | | ($52,348) | | | | | | $55,941 | | | ($15,083) | | | $71 | | | $410 | | |

| Net loss | | | | | | | | | | | | | | | (636) | | | | | | (41) | | | (677) | | |

| Share-based compensation and related dividend equivalents | | | | | | 245 | | | | | | | | | (33) | | | | | | | | | 212 | | |

| Common shares repurchased | | | | | | | | | (2,651) | | | | | | | | | | | | | | | (2,651) | | |

| Cash dividends declared ($8.22 per share) | | | | | | | | | | | | | | | (4,628) | | | | | | | | | (4,628) | | |

| Changes in noncontrolling interests | | | | | | | | | | | | | | | | | | | | | 287 | | | 287 | | |

| Balance at December 31, 2019 | | | $5,061 | | | $6,745 | | | ($54,914) | | | | | | $50,644 | | | ($16,153) | | | $317 | | | ($8,300) | | |

| Impact of ASU 2016-13 | | | | | | | | | | | | | | | (162) | | | | | | | | | (162) | | |

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

Liquidity Matters

The global outbreak of COVID-19, 787 production issues and associated rework, and the residual impacts of the 737 MAX grounding continue to have significant adverse impacts on our business and are expected to continue to negatively impact revenue, earnings and operating cash flow in future quarters.

The COVID-19 pandemic has caused an unprecedented shock to demand for air travel, creating a tremendous challenge for our customers, our business and the entire commercial aerospace manufacturing and services sector.

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

We expect it will take a few years beyond that for the industry to return to long-term trend growth.

There is significant uncertainty with respect to when commercial air traffic levels will recover, and whether, and at what point capacity will return to and/or exceed pre-COVID-19 levels.

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 expect negative operating cash flows until commercial deliveries ramp up.

In 2021, we issued $9.8 billion of fixed rate senior notes that mature between 2023 and 2026.

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 a result, our cash and short-term investment balance was $16.2 billion and our debt balance was $58.1 billion at December 31, 2021.

In addition, we have term notes of $1.2 billion maturing in 2022.

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

We anticipate that these revolving credit lines will remain undrawn and primarily serve as backup liquidity to support our general corporate borrowing needs.

Our borrowing capacity includes a $3.1 billion 364-day revolving credit facility, which is set to expire in October 2022.

See Note 15.

In 2021, our short-term and long-term credit ratings by the major credit rating agencies remained unchanged from 2020.

There is risk for further downgrades.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

Our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Part III

None.

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

Part III

Our executive officers and their ages as of January [removed: 31, 2022,] [added: 27, 2023,] are as follows:

| Bertrand-Marc Allen | | | [removed: 48] [added: 49] | | | 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 [removed: 2020,] [added: 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. Mr. Allen serves on the board of directors of Procter & Gamble Co. | | |

| David L. Calhoun | | | [removed: 64] [added: 65] | | | 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 directors of Caterpillar Inc. | | |

| Theodore Colbert III | | | [removed: 48] [added: 49] | | | Executive Vice President, President and Chief Executive Officer, Boeing [removed: Global Services] [added: Defense, Space & Security] since [removed: October 2019.] [added: April 2022.] Mr. Colbert previously served as [added: Executive Vice President, President and] Chief [added: Executive Officer, Boeing Global Services from October 2019 to March 2022; 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. Mr. Colbert serves on the board of directors of Archer-Daniels-Midland Company. | | |

| Michael D’Ambrose | | | [removed: 64] [added: 65] | | | Chief Human Resources Officer and Executive Vice President, Human Resources since June 2021. Prior to joining 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. | | |

| Stanley A. Deal | | | [removed: 57] [added: 58] | | | 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: 52] [added: 53] | | | 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 January 2017; and Global Product, Digital Strategy and Chief Information Officer of AIMIA Inc. from June 2011 to January 2015. | | |

| Brett C. Gerry | | | [removed: 50] [added: 51] | | | 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 [removed: 2020] [added: 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: 63] [added: 64] | | | Chief Engineer and Executive Vice President, Engineering, Test & Technology since December 2020. Dr. Hyslop's previous positions include Chief Engineer and Senior Vice President, Engineering, Test & Technology from August 2019 to December 2020; Chief Technology Officer and Senior Vice President, Engineering, Test & Technology from March 2016 to August 2019; Vice President and General Manager of Boeing Research and Technology from February 2013 to March 2016; and Vice President and General Manager of Boeing Strategic Missile & Defense Systems from March 2009 to February 2013. | | |

| Ziad S. Ojakli | | | [removed: 55] [added: 56] | | | 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 | | | [removed: 52] [added: 53] | | | 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. | | |

[removed: Information relating to our directors and nominees] [added: Additional information required by this item] will be included under the [removed: caption] [added: captions] “Election of [removed: Directors”] [added: Directors,” “Stock Ownership Information” and “Board Committees”] in our proxy [removed: statement involving the election of directors,] [added: statement,] which will be filed with the SEC no later than 120 days after December 31, [removed: 2021] [added: 2022] and [added: that information] is incorporated by reference [removed: herein.][added: herein (the “2023 Proxy Statement”).]

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

The Codes of Conduct are posted on our website, [removed: 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 N.][added: www.boeing.com/company/general-info/corporate-governance.page.]

| Brian R. Besanceney | | | 50 | | | Chief Communications Officer and Senior Vice President, Communications since August 2022. Prior to joining Boeing, Mr. Besanceney served as Senior Vice President and Chief Communications Officer for Walmart Inc. from April 2016 to August 2022. Prior to that he held executive-level positions for The Walt Disney Company including Senior Vice President of Public Affairs from 2010 to 2016 and Vice President of Public Affairs and Business Development for Disney’s Parks and Resorts division from 2009 to 2010. | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| Brendan J. Nelson | | | 64 | | | Senior Vice President and President, Boeing International since January 2023. Dr. Nelson previously served as President of Boeing Australia, New Zealand and South Pacific from February 2020 to January 2023. Prior to joining Boeing, he served as the Director of the Australian War Memorial from December 2012 to December 2019 and as the Australian Ambassador to Belgium, Luxembourg, the European Union and NATO from February 2010 to November 2012. | | |

| Stephanie F. Pope | | | 50 | | | Executive Vice President, President and Chief Executive Officer, Boeing Global Services since April 2022. Ms. Pope joined Boeing in 1994, and her previous positions include Vice President and Chief Financial Officer of Boeing Commercial Airplanes from December 2020 to March 2022; Vice President and Chief Financial Officer of Boeing Global Services from January 2017 to December 2020; Vice President of Finance and Controller for Boeing Defense, Space & Security from August 2016 to December 2016; and Vice President, Financial Planning & Analysis from February 2013 to July 2016. | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| | | | | | | | | |

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

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

| Michael A. Arthur | | | 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. | | |

| Leanne G. Caret | | | 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. Ms. Caret serves on the board of directors of Deere & Company. | | |

| Edward L. Dandridge | | | 57 | | | Chief Communications Officer and Senior Vice President, Communications since June 2021. Prior to joining Boeing in September 2020 as Senior Vice President, Communications, Mr. 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. | | |

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 2022 Proxy Statement, and that information is incorporated by reference herein.

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).

Riverside Plaza, Chicago, IL 60606.

The information required by [removed: Item 402 of Regulation S-K] [added: this item] will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive [removed: Officers” and] [added: Officers,”] “Compensation of [removed: Directors”] [added: Directors,”] in the [removed: 2022] [added: 2023] Proxy Statement, and that information is incorporated by reference herein.

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

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 2022 Proxy Statement, and that information is incorporated by reference herein.

The [added: additional] information required by [removed: Item 403 of Regulation S-K] [added: this item] will be included under the caption “Stock Ownership Information” in the [removed: 2022] [added: 2023] Proxy Statement, and that information is incorporated by reference herein.

The following table sets forth information regarding outstanding options and units, and shares available for future issuance under these plans as of December 31, [removed: 2021:][added: 2022:]

| Other stock units(1) | | | [removed: 8,296,087] [added: 11,870,813] | | | | | | | | | | | | | | |

(1) Includes [removed: 766,802] [added: 420,412] shares issuable in respect of Performance-Based Restricted Stock Units subject to the satisfaction of performance criteria and assumes payout at maximum levels.

(2) Excludes the potential Performance Awards which the Compensation Committee has the discretion to pay in cash, stock or a combination of both after the three-year performance [removed: periods] [added: period] which [removed: end in 2022 and 2023.][added: ended December 31, 2022.]

| Stock options | | | 1,390,769 | | | | | | $178.18 | | | | | | | | |

| Deferred compensation | | | 671,837 | | | | | | | | | | | | | | |

| Total(2) | | | 13,933,419 | | | | | | $178.18 | | | | | | 3,918,585 | | |

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

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

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

The information required by [removed: Item 404 of Regulation S-K] [added: this item] will be included under the [removed: caption] [added: captions] “Related Person Transactions” [added: and “Director Independence”] in the [removed: 2022] [added: 2023] 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 2022 Proxy Statement, and that information is incorporated by reference herein.

[removed: Information about aggregate fees billed to us] [added: The information required] by [removed: our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34)] [added: this item] will be included under the caption “Independent Auditor Fees” in the [removed: 2022] [added: 2023] Proxy Statement, and that information is incorporated by reference herein.

Our independent registered public accounting firm is Deloitte & Touche LLP (PCAOB ID No. 34).

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| 3.2 | | | [By-Laws of The Boeing Company, as amended and [removed: restated] [added: restated,] effective [removed: August 31, 2021] [added: June 28, 2022] (Exhibit 3.2 to the Company's [removed: Current Report on] Form [removed: 8-K dated September 1, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000078/a202108aug318kex32.htm)] [added: 10-Q for the quarter ended June 30, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000001292722000058/a202206jun3010qex32.htm)] | | |

| 10.1 | | | [364-Day Credit Agreement, dated as of [removed: October] [added: August] 25, [removed: 2021,] [added: 2022,] among The Boeing [removed: Company,] [added: 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 joint lead arrangers and joint book managers (Exhibit 10.1 to the Company’s Current Report on Form [removed: 8-K] [added: 8-K,] dated [removed: October] [added: August] 25, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000090/a202110oct258kex101.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex101.htm)] | | |

| 10.2 | | | [removed: [Two-Year] [added: [Three-Year] Credit Agreement, dated as of [removed: March 19, 2021,] [added: August 25, 2022,] among The Boeing [removed: Company,] [added: Company for itself and on behalf of its Subsidiaries,] as [removed: Borrower,](http://www.sec.gov/Archives/edgar/data/12927/000119312521089532/d149318dex101.htm) [the] [added: a Borrower, the] Lenders party [removed: thereto,] [added: hereto,] Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication [removed: agent, Bank of America, N.A.] [added: agent] and [removed: Wells Fargo Bank, National Association, as documentation agents,] [added: Citibank, N.A.] and [removed: Citibank N.A.,] JPMorgan Chase Bank, N.A., [removed: BofA Securities, Inc. and Wells Fargo Securities, LLC,] as joint lead arrangers and joint book managers (Exhibit [removed: 10.1] [added: 10.2] to the [removed: Company's] [added: Company’s] Current Report on Form [removed: 8-K] [added: 8-K,] dated [removed: March 19, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000119312521089532/d149318dex101.htm)] [added: August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] | | |

| 10.4 | | | [removed: [Three-Year] [added: [Amendment No. 1, dated as of August 25, 2022, to Five-Year] Credit Agreement, dated as of October 30, 2019, among The Boeing [removed: Company,] [added: 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 joint lead arrangers and joint book managers (Exhibit 10.3 to the Company’s Current Report on Form [removed: 8-K] [added: 8-K,] dated [removed: October 30, 2019)](http://www.sec.gov/Archives/edgar/data/12927/000119312519282034/d824547dex103.htm)] [added: August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex103.htm)] | | |

| [removed: 10.5] [added: 10.7] | | | [removed: [Term Loan Credit Agreement,] [added: [Deferred Prosecution Agreement] dated [removed: as of February] [added: January] 6, [removed: 2020] [added: 2021] (Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: February] [added: January] 6, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/12927/000119312520028175/d871160dex101.htm)] [added: 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm)] | | |

| [removed: 10.6] [added: 10.5] | | | [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: 10.7] [added: 10.6] | | | [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: 10.8] [added: 10.23] | | | [removed: [Deferred Prosecution Agreement dated January 6, 2021] [added: [Form of Notice of Terms of Supplemental Restricted Stock Units] (Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K dated [removed: January 6, 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm)] [added: June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex102.htm)] | | |

| [removed: 10.9] [added: 10.8] | | | [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: 10.10] [added: 10.9] | | | [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: 10.11] [added: 10.10] | | | [The Boeing Company Annual Incentive Plan, as amended and restated February 24, 2020 (formerly known as the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries) (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit102.htm) | | |

| [removed: 10.12] [added: 10.11] | | | [The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 2000 and further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007)*](http://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm) | | |

| [removed: 10.13] [added: 10.12] | | | [Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of January 1, 2016 (Exhibit (10)(xvi) to the Company’s Form 10-K for the year ended December 31, 2015)*](http://www.sec.gov/Archives/edgar/data/12927/000001292716000099/a201510kexhibit10xvi.htm) | | |

| [removed: 10.14] [added: 10.13] | | | [The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January [removed: 1,](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1014.htm) [2022*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1014.htm)] [added: 1, 2022*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex1013.htm)] | | |

| [removed: 10.15] [added: 10.14] | | | [The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2017 (Exhibit (10)(xviii) to the Company’s Form 10-K for the year ended December 31, 2016)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000006/a10xviii-elbp2017.htm) | | |

| [removed: 10.16] [added: 10.15] | | | [The Boeing Company 2003 Incentive Stock Plan, as amended and restated [removed: effective](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm) [December] [added: effective December] 9, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] [added: 2021 (Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] | | |

| [removed: 10.17] [added: 10.16] | | | [Form of Non-Qualified Stock Option Grant Notice of Terms (Exhibit (10)(xvii)(b) to the Company’s Form 10-K for the year ended December 31, 2010)*](http://www.sec.gov/Archives/edgar/data/12927/000119312511028490/dex10xviib.htm) | | |

| [removed: 10.18] [added: 10.17] | | | [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) | | |

| [removed: 10.19] [added: 10.18] | | | [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) | | |

| [removed: 10.20] [added: 10.19] | | | [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) | | |

| [removed: 10.21] [added: 10.20] | | | [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) | | |

| [removed: 10.22] [added: 10.21] | | | [Form of International Notice of Terms of Restricted Stock Units (Exhibit 10.5 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex105.htm) | | |

| [removed: 10.23] [added: 10.22] | | | [Form of U.S. Notice of Terms of Restricted Stock Units [added: for CEO] (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 [removed: Cash-based Award] [added: Non-Qualified Stock Option] (Exhibit [removed: 10.1] [added: 10.3] to the Company’s Current Report on Form 8-K dated June 29, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex101.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm)] | | |

| [removed: 10.25] [added: 10.32] | | | [removed: [Form of Notice] [added: [Notice] of Terms of Supplemental [added: Performance-Based] Restricted Stock [removed: Units] [added: Units, dated February 24, 2020] (Exhibit 10.2 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex102.htm)] [added: February 23, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm)] | | |

| [removed: 10.26] [added: 10.31] | | | [removed: [Form of Notice] [added: [Notice] of Terms of Supplemental [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Units, dated February 24, 2020] (Exhibit [removed: 10.3] [added: 10.1] to the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm)] [added: February 23, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex101.htm)] | | |

| [removed: 10.27] [added: 10.25] | | | [Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit [removed: 10.2 of] [added: 10.3 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/a201803mar3110qexhibit102.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit103.htm)] | | |

| [removed: 10.28] [added: 10.26] | | | [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: 10.29] [added: 10.27] | | | [Form of Notice of Terms of Restricted Stock Units (Exhibit [removed: 10.1] [added: 10.5] 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/a201803mar3110qexhibit101.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit105.htm)] | | |

| 10.30 | | | [Form of [added: International] Notice of Terms of [removed: Supplemental] Restricted Stock Units (Exhibit [removed: 10.4] [added: 10.8] 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/a201803mar3110qexhibit104.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit108.htm)] | | |

| [removed: 10.31] [added: 10.33] | | | [Form of [added: International] Notice of Terms of Supplemental Restricted Stock Units (Exhibit [removed: 10.1] [added: 10.2] to the Company’s [removed: Current Report on] Form [removed: 8-K dated] [added: 10-Q for the quarter ended] June [removed: 25, 2017)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000040/a10106junrsu.htm)] [added: 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit102.htm)] | | |

| [removed: 10.32] [added: 10.28] | | | [Form of [added: International] Notice of Terms of Performance-Based Restricted Stock Units (Exhibit [removed: 10.3] [added: 10.6] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit103.htm)] [added: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit106.htm)] | | |

| [removed: 10.33] [added: 10.29] | | | [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: 10.34] [added: 10.37] | | | [Form of [added: U.S.] Notice of Terms of [added: Long-Term Incentive] Restricted Stock Units (Exhibit [removed: 10.5] [added: 10.4] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit105.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex104.htm)] | | |

| [removed: 10.35] [added: 10.39] | | | [Form of International Notice of Terms of [removed: Performance-Based] [added: Long-Term Incentive] Restricted Stock Units (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit106.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex106.htm)] | | |

| 10.36 | | | [Form of [removed: International Performance Award] [added: U.S.] Notice [added: of Terms of Non-Qualified Premium-Priced Stock Option] (Exhibit [removed: 10.7] [added: 10.3] 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: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex103.htm)] | | |

| [removed: 10.37] [added: 10.35] | | | [removed: [Form of International] [added: [U.S.] Notice of Terms of [added: Long-Term Incentive] Restricted Stock Units [added: for CEO, dated February 16, 2022] (Exhibit [removed: 10.8] [added: 10.2] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000045/a202003mar3110qexhibit108.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex102.htm)] | | |

| 10.40 | | | [removed: [Form of International Notice of Terms of Supplemental Restricted Stock Units] [added: [Employment Agreement between Boeing Canada Operations LTD and Susan Doniz] (Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 10-Q for the quarter ended June 30, [removed: 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit102.htm)] [added: 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/12927/000001292722000010/a202112dec3110kex21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex21.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex23.htm)] | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| 10.34 | | | [U.S. Notice of Terms of Non-Qualified Premium-Priced Stock Option for CEO, dated February 16, 2022 (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex101.htm) | | |

| 10.38 | | | [Form of International Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex105.htm) | | |

| 10.41 | | | [Consulting Agreement, dated as of December 18, 2022, between The Boeing Company and GCubed Group LLC (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2022)*](https://www.sec.gov/ix?doc=/Archives/edgar/data/12927/000001292722000082/ba-20221218.htm) | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| 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) | | |

| 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, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm) | | |

| 10.41 | | | [Employment Agreement between Boeing Canada Operations LTD and Susan 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) | | |

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 January [removed: 31, 2022.][added: 27, 2023.]

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 January [removed: 31, 2022.][added: 27, 2023.]

| David L. Calhoun – President and Chief Executive Officer [added: and Director] | | | | | | [removed: Akhil Johri] [added: Stayce D. Harris] – Director | | |

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

| Carol J. Hibbard – Senior Vice President and Controller | | | | | | [removed: Lawrence W. Kellner] [added: David L. Joyce] – [removed: Chair of the Board] [added: Director] | | |

| [removed: Robert A. Bradway] [added: Lynne M. Doughtie] – Director | | | | | | Steven M. Mollenkopf – Director | | |

| [removed: Lynne M. Doughtie] [added: David L. Gitlin] – Director | | | | | | John M. Richardson – Director | | |

| /s/ [removed: Stayce D. Harris] [added: David L. Calhoun] | | | | | | [added: /s/ Stayce D. Harris] | | |

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

[Table of](#idab206f38af44c3b82edc252bb6a3941_10) [Contents](#idab206f38af44c3b82edc252bb6a3941_10)

| /s/ Brian J. West | | | | | | /s/ Akhil Johri | | |

| /s/ Carol J. Hibbard | | | | | | /s/ David L. Joyce | | |

| /s/ Robert A. Bradway | | | | | | /s/ Lawrence W. Kellner | | |

| Robert A. Bradway – Director | | | | | | Lawrence W. Kellner – Chair of the Board | | |

| /s/ Lynne M. Doughtie | | | | | | /s/ Steven M. Mollenkopf | | |

| /s/ David L. Gitlin | | | | | | /s/ John M. Richardson | | |

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

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

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

| /s/ Robert A. Bradway | | | | | | /s/ Steven M. Mollenkopf | | |

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

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