Boeing (BA) 10-K risk factor changes: FY2023 vs FY2022

An investment in our common stock or debt securities involves risks and [removed: uncertainties] [added: uncertainties,] and our actual results and future trends may differ materially from our past or projected future performance.

Changes in escalation amounts can significantly impact revenues and operating margins in our [removed: Commercial Airplanes] [added: BCA] business.

Airlines also are experiencing increased fuel and other costs, and the global economy [removed: is experiencing] [added: has experienced] high inflation.

[removed: 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 specifications, achieve] [added: achieve] planned production rate targets, successfully develop 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 [removed: U.S] [added: U.S.] and non-U.S. suppliers, highly-skilled labor performed by thousands of employees of ours and other partners, and stringent and evolving regulatory requirements and performance and reliability standards.

If we experience delays in achieving certification and/or incorporating safety enhancements, [removed: future revenues, cash flows and] [added: our financial position,] results of operations [removed: could] [added: and cash flows would] be adversely impacted.

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

[added: If production rate changes at any of our] commercial aircraft assembly facilities are delayed or create significant disruption to our production system, or if our suppliers cannot timely deliver components [added: that comply with design specifications] 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.

We and our suppliers are experiencing supply chain disruptions [removed: as a result of the lingering impacts of COVID-19, global supply chain constraints,] and [added: constraints,] labor [removed: instability.][added: instability and inflationary pressures.]

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

These factors have [removed: reduced] [added: and may continue to reduce] overall productivity and adversely [removed: impacted] [added: impact] our financial position, results of operations and cash flows.

Changes in levels of U.S. government defense spending or acquisition [removed: priorities] [added: priorities, as well as significant delays in U.S. government appropriations,] could negatively impact our [added: business,] financial position and results of operations.

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

A lapse in appropriations for government departments or agencies would result in a full or partial government shutdown, which could impact [removed: the Company’s] [added: our] operations.

[removed: Alternatively,] Congress may fund government departments and agencies with one or more [removed: Continuing Resolutions; however, this would restrict] [added: continuing resolutions, which could delay new programs or competitions and/or negatively impact] the execution of certain program [removed: activities and delay new programs or competitions.][added: activities.]

[removed: There] [added: In addition, there] continues to be uncertainty with respect to future acquisition priorities and program-level appropriations for the U.S. DoD and other government agencies (including NASA), including changes to national security and defense priorities, and tension between modernization investments, sustainment investments, and investments in new technologies or emergent capabilities.

Future investment priority changes or budget cuts, including changes associated with the authorizations and appropriations process, could result in reductions, cancellations, and/or delays of existing contracts or [removed: programs,] [added: programs] or future program opportunities.

Any of these impacts could have a material effect on [removed: the results of the Company’s] [added: our] financial position, results of operations and/or cash flows.

[removed: In addition, as] [added: 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 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: We and our suppliers will need to continue] [added: are unable] to adjust [removed: successfully] to these changing acquisition priorities and [removed: policies or] [added: policies,] our revenues and market share could be impacted.

Many of our suppliers are experiencing inflationary pressures, as well as [added: resource constraints and] disruptions due to [removed: the lingering impacts of COVID-19,] [added: production quality issues,] global supply chain constraints, and labor instability.

We [removed: believe we have] [added: continue proactively working to ensure] sufficient material and parts to avoid [added: potential near-term] production [removed: disruptions in] [added: disruptions, while also working to mitigate] the [removed: near-term, but] [added: risk of] future impacts [removed: to our production] from disruptions [removed: in] [added: to] our supply [removed: chain are possible.][added: chain.]

Competition within our markets and with respect to [removed: the] [added: our] products [removed: we sell] [added: and services] may reduce our future contracts and sales.

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

In [removed: 2022,] [added: 2023,] non-U.S. customers, which [removed: includes] [added: include] foreign military sales (FMS), accounted for approximately [removed: 41%] [added: 42%] of our revenues.

[removed: As a result, we] [added: We] are subject to risks of doing business internationally, including:

[removed: Boeing has] [added: China is a significant market for commercial aircraft and we have] long-standing relationships with our Chinese customers, who represent a key component of our commercial aircraft backlog.

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

In addition, on development programs such as the 777X, 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 [added: the] timing of future certifications, which could have an impact on overall program status.

For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis – Critical Accounting [removed: Policies &] Estimates – Accounting for Long-term Contracts/Program Accounting” on pages [removed: 48] [added: 46] - [removed: 49] [added: 47] and Note 1 to our Consolidated Financial Statements on pages [removed: 59] [added: 57] - [removed: 69] [added: 67] of this Form 10-K.

In [removed: 2022, 40%] [added: 2023, 37%] of our revenues were earned pursuant to U.S. government contracts, which include [removed: FMS] [added: Foreign Military Sales (FMS)] through the U.S. government.

In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to [removed: fiscal constraints,] changes in U.S. national security strategy and/or [removed: priorities] [added: priorities, fiscal constraints, including enforceable spending caps, a sequester] or [added: a lack of funding available to pay incurred obligations, or for] other reasons.

We enter into fixed-price [removed: contracts] [added: contracts,] which could subject us to losses if we have cost overruns.

Our BDS and BGS defense businesses generated approximately [removed: 60%] [added: 58%] and [removed: 69%] [added: 65%] of their [removed: 2022] [added: 2023] revenues from fixed-price contracts.

For example, during the year ended December 31, [removed: 2022,] [added: 2023,] BDS recorded [added: $1,585 million of] additional losses on [removed: several fixed price] [added: its five most significant fixed-price] development [removed: programs.][added: programs (Commercial Crew, KC-46A Tanker, MQ-25, T-7A Red Hawk, and VC-25B Presidential Aircraft).]

We continue to experience [removed: near-term] production disruptions and inefficiencies due to [added: technical challenges,] supplier [removed: disruption, labor instability] [added: disruption] and factory performance.

The [removed: long term] [added: long-term] nature of many of our contracts makes the process of estimating costs and revenues on fixed-price contracts inherently risky.

Many of these development programs have highly complex [removed: designs.][added: designs and technical challenges.]

In addition, technical or quality issues [removed: that arise during development] could lead to schedule delays and [removed: higher costs] [added: cost impacts, which could increase our estimated cost] to [removed: complete,] [added: perform the work or reduce our estimated price, either of] which could result in a material charge or otherwise adversely affect our financial condition.

Our BDS and BGS defense businesses generated approximately [removed: 40%] [added: 42%] and [removed: 31%] [added: 35%] of their [removed: 2022] [added: 2023] revenues from cost-type contracting arrangements.

Our Commercial Airplanes business depends on our ability to maintain a healthy production system, ensure every airplane in our production system conforms to exacting specifications,

We have experienced and may continue to experience production quality issues, including in our supply chain.

On January 10, 2024, the FAA notified us that it has initiated an investigation into our quality control system.

This was followed by the FAA announcing actions to increase its oversight of us, including conducting (1) an audit involving the 737-9 production line and suppliers to evaluate compliance with approved quality procedures, (2) increased monitoring of 737-9 in-service events, and (3) an assessment of safety risks around delegated authority and quality oversight, and examination of options to move these functions under independent third parties.

On January 24, 2024, the FAA stated that it will not approve production rate increases or additional production lines for the 737 MAX until it is satisfied that we are in full compliance with required quality control procedures.

We are currently unable to reasonably estimate what impact the January 5, 2024 Alaska Airlines accident and the related FAA actions will have on our financial position, results of operations and cash flows.

We are following the lead of the FAA as we work through the certification process, and the FAA will ultimately determine the timing of certification and entry into service.

In addition, the development schedules of the 737-7 and 737-10 could be impacted by actions resulting from the Alaska Airlines accident.

the supply chain.

The government may also constrain discretionary spending by instituting enforceable spending caps.

In the event of a prolonged shutdown, requirements to furlough employees in the U.S. DoD, the Department of Transportation, including the FAA, or other government agencies could result in payment delays, impair our ability to deliver commercial airplanes or perform work on existing contracts, delays in the certification of new aircraft or otherwise impact our operations, negatively impact future orders, and/or cause other disruptions or delays.

There is uncertainty regarding which government functions would shut down or continue operations during a lapse in appropriations, and corresponding uncertainty regarding the extent or magnitude of potential impacts to our operations.

For additional information on U.S. government appropriations and budgets, see “Management’s Discussion & Analysis - Additional Considerations - U.S. Government Funding” on page 28 of this Form 10-K.

If we and our suppliers

For additional information on our principal collective bargaining agreements, see “Business – Human Capital” on page 2 of this Form 10-K.

international market.

If we are unable to deliver aircraft to customers in China consistent with our assumptions and/or obtain additional orders from China in the future, we may experience reduced deliveries and/or lower market share.

Production and supplier disruptions, inefficiencies, technical challenges, quality issues and labor instability also contributed to lower earnings on fixed-price production programs in 2023.

We face various cyber security threats, including attempts to gain unauthorized access to our systems and networks, denial-of-service attacks, threats to our information technology infrastructure, ransomware and phishing attacks, and attempts to gain unauthorized access to our company-, customer- and employee-sensitive information.

These threats come from a variety of actors some of which are highly organized and sophisticated such as nation-state actors and criminal enterprises.

In addition, the techniques used in cyberattacks evolve rapidly, including from emerging technologies, such as advanced forms of automation and artificial intelligence.

We have experienced, and may in the future experience, whether directly or through our supply chain, third-party service providers or other channels, cybersecurity incidents.

While prior cyber-related attacks and incidents (including those at our wholly-owned subsidiaries Boeing Distribution, Inc. in 2023 and Jeppesen Inc. in 2022) have not materially affected our business strategy, results of operations or financial condition, there is no guarantee that a future cyber-related attack or incident would not result in significant operational, regulatory, or financial impacts that could materially affect our business strategy, results of operations or financial condition.

For example, certain jurisdictions including the State of California and the European Union have enacted legislation which would require more stringent greenhouse gas emissions and climate risk reporting.

Physical impacts of climate change, increasing global chemical restrictions and bans, and

The FAA has been working to implement safety reforms such as the 2018 FAA Reauthorization Act and the 2020 Aircraft Certification, Safety and Accountability Act (ACSAA).

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.

Comparable agencies in other countries may adopt similar changes.

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

In addition, we have experienced production quality issues, including in our supply chain, which have contributed to lower 787 deliveries, including a suspension of 787 deliveries from May 2021 to August 2022.

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.

If production rate changes at any of our

We and our suppliers are also experiencing inflationary pressures.

In addition, long-term uncertainty remains with respect to overall levels of defense spending in FY24 and beyond.

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

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

China is a significant market for commercial aircraft.

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.

Examples of significant BDS fixed-price development contracts include Commercial Crew, KC-46A Tanker, MQ-25, T-7A Red Hawk, VC-25B Presidential Aircraft, and commercial and military satellites.

We also have established a Cybersecurity Governance Council to strengthen governance and coordination of cybersecurity activities.

In November 2022, we discovered a cybersecurity incident that impacted certain systems of Jeppesen, a wholly owned Boeing subsidiary that provides flight planning and navigation services.

We determined that the incident posed no risk to flight safety.

We promptly notified law enforcement, regulatory authorities and customers, launched an investigation, and took additional steps to protect the integrity of our systems.

While this incident has not had a material impact on us, future incidents like this one could have material impact on our business, operations, and reputation.

In addition, we

In addition, our debt balances have increased significantly since 2019, driven primarily by impacts related to the 737 MAX grounding and the COVID-19 pandemic, and we expect to continue to actively manage our liquidity.

Our increased debt balance resulted in downgrades to our credit ratings in 2020, and our ratings remained unchanged in 2022 and 2021.

weapons, cybersecurity, border security systems, anti-terrorism technologies and/or air traffic management systems may not be insurable on commercially reasonable terms.

See Note 21 of the Consolidated Financial Statements for discussion of legal proceedings resulting from the October 29, 2018 accident of Lion Air Flight 610 and the March 10, 2019 accident of Ethiopian Airlines Flight 302.

Risks Related to Labor

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

BCA is committed to being the leader in commercial aviation by offering airplanes and services that deliver superior design, safety, [added: quality,] efficiency and value to customers around the world.

Our BDS strategy is to leverage our core businesses to capture key next-generation programs while expanding our presence in adjacent and international [removed: markets, underscored by an intense focus on growth and productivity.][added: markets.]

[removed: Domestic travel continues to recover from the lingering effects of the COVID-19 pandemic before international] [added: International] travel [added: has mostly recovered] and the [removed: narrow-body market continues to follow domestic travel recovery, while the] wide-body market continues to be paced by [added: the] international travel recovery.

[added: Supply Chain] We and our suppliers are experiencing supply chain disruptions as a result of [removed: the lingering impacts of COVID-19,] global supply chain [removed: constraints,] [added: constraints] and labor instability.

We continue to monitor the health and stability of the supply [removed: chain as we ramp up production.][added: chain.]

Airline financial performance, which influences demand for new capacity, has [removed: been adversely impacted by] [added: benefited from] the [removed: COVID-19 pandemic.][added: resilient demand for travel.]

For [removed: 2023,] [added: 2024,] IATA is forecasting [removed: $4.6] [added: $25.7] billion in profits for the industry globally.

[removed: While the] [added: The overall] outlook continues to [removed: improve,] [added: stabilize as] we [removed: continue to] face [removed: a challenging] [added: uncertainties in the] environment in the near- to medium-term as airlines are facing [removed: increased fuel] [added: persistently high] and [removed: other costs,] [added: volatile cost of fuel] and [removed: the global economy is experiencing high inflation.][added: tight labor conditions.]

Our Commercial Market Outlook forecast projects a [removed: 3.8%] [added: 3.5%] growth rate [removed: for passenger and cargo traffic] [added: in the global fleet] over a 20-year period.

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

[removed: During 2022,] [added: In 2023,] commercial services volume at BGS [removed: recovered to] [added: exceeded] pre-pandemic levels.

We expect BGS commercial revenues to remain strong in future quarters as the commercial airline industry [removed: continues] [added: transitions from recovery] to [removed: recover.][added: growth.]

We continue to experience [removed: near-term] production disruptions and inefficiencies due to [added: technical challenges,] supplier [removed: disruption, labor instability] [added: disruption] and factory performance.

These factors have contributed to significant earnings charges on [added: fixed-price development programs as well as on] a number of [removed: fixed-price development] [added: mature] programs which are [removed: expected] [added: continuing] to adversely affect [added: margins and] cash [removed: flows in future periods.][added: flows.]

| Years ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | [removed: $66,608] [added: $77,794] | | | | | | [removed: $62,286] [added: $66,608] | | | | | | [removed: $58,158] [added: $62,286] | | |

| Operating margins | | | [removed: (5.3)] [added: (1.0)] | | % | | | | [removed: (4.7)] [added: (5.3)] | | % | | | | [removed: (22.0)] [added: (4.6)] | | % |

| Effective income tax rate | | | [removed: (0.6)] [added: (11.8)] | | % | | | | [removed: 14.8] [added: (0.6)] | | % | | | | [removed: 17.5] [added: 14.8] | | % |

| Net loss attributable to Boeing Shareholders | | | [removed: ($4,935)] [added: ($2,222)] | | | | | | [removed: ($4,202)] [added: ($4,935)] | | | | | | [removed: ($11,873)] [added: ($4,202)] | | |

| Diluted loss per share | | | [removed: ($8.30)] [added: ($3.67)] | | | | | | [removed: ($7.15)] [added: ($8.30)] | | | | | | [removed: ($20.88)] [added: ($7.15)] | | |

| Core operating margins | | | [removed: (7.0] [added: (2.4] | | %) | | | | [removed: (6.5] [added: (7.0] | | %) | | | | [removed: (24.3] [added: (6.5] | | %) |

| Core loss per share | | | [removed: ($11.06)] [added: ($5.81)] | | | | | | [removed: ($9.44)] [added: ($11.06)] | | | | | | [removed: ($23.25)] [added: ($9.44)] | | |

See pages [removed: 45] [added: 43] - [removed: 47] [added: 45] for important information about these non-GAAP measures and reconciliations to the most directly comparable GAAP measures.

| Defense, Space & Security | | | [removed: 23,162] [added: 24,933] | | | | | | [removed: 26,540] [added: 23,162] | | | | | | [removed: 26,257] [added: 26,540] | | |

| Global Services | | | [removed: 17,611] [added: 19,127] | | | | | | [removed: 16,328] [added: 17,611] | | | | | | [removed: 15,543] [added: 16,328] | | |

| Unallocated items, eliminations and other | | | [removed: (231) | | | | | | (347)] [added: 807] | | | | | | [removed: (65)] [added: 846] | | |

| Total | | | [removed: $66,608] [added: $77,794] | | | | | | [removed: $62,286] [added: $66,608] | | | | | | [removed: $58,158] [added: $62,286] | | |

BCA revenues increased by [removed: $6,374] [added: $6,312] million primarily driven by higher 737 and 787 deliveries.

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

[removed: Revenues] [added: BCA revenues] increased by [removed: $4,128] [added: $6,312] million in [removed: 2021] [added: 2022] compared with [removed: 2020 driven by] [added: 2021 primarily due to] higher [removed: revenues at BCA, BDS] [added: 737] and [removed: BGS.][added: 787 deliveries in 2022.]

BGS revenues increased by [removed: $785] [added: $1,516] million primarily due to higher commercial [removed: and government] services [removed: volume.][added: revenue driven by market recovery across the commercial portfolio.]

| Defense, Space & Security | | | [removed: (3,544)] [added: (1,764)] | | | | | | [removed: 1,544] [added: (3,544)] | | | | | | [removed: 1,539] [added: 1,544] | | |

| Global Services | | | [removed: 2,727] [added: 3,329] | | | | | | [removed: 2,017] [added: 2,727] | | | | | | [removed: 450] [added: 2,017] | | |

| Segment operating loss | | | [removed: (3,158)] [added: (70)] | | | | | | [removed: (2,808)] [added: (3,158)] | | | | | | [removed: (11,795)] [added: (2,816)] | | |

| Pension FAS/CAS service cost adjustment | | | [removed: 849] [added: 799] | | | | | | [removed: 882] [added: 849] | | | | | | [removed: 1,024] [added: 882] | | |

| Postretirement FAS/CAS service cost adjustment | | | [removed: 294] [added: 257] | | | | | | [removed: 291] [added: 294] | | | | | | [removed: 359] [added: 291] | | |

| Unallocated items, eliminations and other | | | [removed: (1,532)] [added: (167)] | | | | | | [removed: (1,267)] [added: (191)] | | | | | | [removed: (2,355)] [added: (296)] | | |

| FAS/CAS service cost [removed: adjustment *] [added: adjustment(1)] | | | [removed: (1,143)] [added: (1,056)] | | | | | | [removed: (1,173)] [added: (1,143)] | | | | | | [removed: (1,383)] [added: (1,173)] | | |

| Core operating loss [removed: (Non-GAAP)] [added: (Non-GAAP)(2)] | | | [removed: ($4,690)] [added: ($1,829)] | | | | | | [removed: ($4,075)] [added: ($4,662)] | | | | | | [removed: ($14,150)] [added: ($4,043)] | | |

In 2023, global air traffic largely recovered to 2019 levels with domestic travel continuing to be the most robust and the single-aisle market following closely.

The transition in the international commercial market from recovery to normal market conditions is progressing slowly as China international travel remains below 2019 levels.

We are experiencing strong demand from our airline customers globally.

We and our suppliers are experiencing supply chain disruptions as a result of production quality issues, global supply chain constraints, and labor instability.

The International Air Transport Association (IATA) is estimating 2023 industry-wide profit of $23.3 billion, up from its forecast of $4.6 billion a year ago, primarily driven by North America, Europe and the Middle East.

The global economy is expecting an easing of inflation and interest rates, with regional economic and geopolitical difficulties adding uncertainty to the outlook and the financial viability of some airlines and regions.

project demand for approximately 42,595 new airplanes over the next 20 years.

At BGS, we expect commercial revenues to remain strong in future quarters as the commercial airline industry has largely recovered and transitions to growth.

| Loss from operations | | | ($773) | | | | | | ($3,519) | | | | | | ($2,870) | | |

| Core operating loss | | | ($1,829) | | | | | | ($4,662) | | | | | | ($4,043) | | |

| Commercial Airplanes | | | $33,901 | | | | | | $26,026 | | | | | | $19,714 | | |

Revenues increased by $11,186 million in 2023 compared with 2022 driven by higher revenues at all three operating segments.

BCA revenues increased by $7,875 million primarily driven by higher 787 deliveries.

BDS revenues increased by $1,771 million primarily due to higher revenues on fixed-price development programs.

| Years ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Commercial Airplanes | | | ($1,635) | | | | | | ($2,341) | | | | | | ($6,377) | | |

| Loss from operations (GAAP) | | | ($773) | | | | | | ($3,519) | | | | | | ($2,870) | | |

Loss from operations decreased by $2,746 million in 2023 compared with 2022.

BDS loss from operations decreased by $1,780 million compared to the same period in 2022, primarily due to a reduction in net unfavorable cumulative contract catch-up adjustments, which were $2,328 million better than the net unfavorable impact in the prior year.

BCA loss from operations decreased by $706 million reflecting higher deliveries and lower period expenses including lower abnormal production costs, partially offset by higher spending on research and development.

Loss from operations on Unallocated items, eliminations and other increased by $255 million in 2023 primarily due to higher deferred compensation expense.

| Years ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

Share-based plans expense decreased by $176 million in 2023 and $60 million in 2022, primarily due to fewer share-based grants and the timing of corporate allocations in 2023.

Eliminations and other unallocated items was largely unchanged in 2023.

| Years ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Pension FAS/CAS service cost adjustment | | | 799 | | | | | | 849 | | | | | | 882 | | |

| Years ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Loss from operations | | | ($773) | | | | | | ($3,519) | | | | | | ($2,870) | | |

estimated cost of sales percentage applicable to the total remaining program.

| Cost of sales | | | $70,070 | | | | | | $63,078 | | | $6,992 | | | | | | $63,078 | | | | | | $59,237 | | | $3,841 | | |

| Cost of sales as a % of Revenues | | | 90.1 | | % | | | | 94.7 | | % | (4.6) | | % | | | | 94.7 | | % | | | | 95.1 | | % | (0.4) | | % |

Cost of sales as a percentage of Revenues decreased in 2023 compared to 2022 primarily due to lower charges on BDS development programs.

Research and Development

| Years ended December 31, | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Years ended December 31, | | | 2023 | | | | | | 2022 | | |

| Total Backlog | | | $520,195 | | | | | | $404,381 | | |

Unobligated backlog was largely unchanged in 2023.

U.S. Government Funding The Continuing Resolution enacted on January 19, 2024, continues federal funding at fiscal year 2023 appropriated levels through March 1, 2024, for selected departments and agencies, including the Department of Transportation, and through March 8, 2024, for the remaining departments and agencies, including the United States Department of Defense (U.S. DoD) and the National Aeronautics and Space Administration (NASA).

Congress and the President must enact either full-year fiscal year 2024 (FY24) appropriations bills or an additional Continuing Resolution to fund government departments and agencies after these dates, or a partial or full government shutdown could result.

U.S. government discretionary spending in FY24 and 2025 (FY25), including defense spending, was capped by the Fiscal Responsibility Act of 2023 (FRA).

Taken together, these core businesses have historically generated substantial earnings and cash flow that enable our investments in new products and services.

We focus on producing the products and providing the services that the market demands, and continue to find new ways to improve efficiency and quality to provide a fair return for our shareholders.

BCC facilitates, arranges, structures and provides selective financing solutions for our Boeing customers.

Business Environment and Trends

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.

According to the International Air Transport Association (IATA), net losses for the airline industry were $138 billion in 2020 and $42 billion in 2021.

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.

The current environment is also affecting the financial viability of some airlines.

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.

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

| Loss from operations | | | ($3,547) | | | | | | ($2,902) | | | | | | ($12,767) | | |

| Core operating loss | | | ($4,690) | | | | | | ($4,075) | | | | | | ($14,150) | | |

Revenues

| *(Dollars in millions)* | | | | | | | | | | | | | | | | | |

| Commercial Airplanes | | | $25,867 | | | | | | $19,493 | | | | | | $16,162 | | |

| Boeing Capital | | | 199 | | | | | | 272 | | | | | | 261 | | |

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

BDS revenues increased by $283 million primarily from higher revenue on the

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

| Commercial Airplanes | | | ($2,370) | | | | | | ($6,475) | | | | | | ($13,847) | | |

| Boeing Capital | | | 29 | | | | | | 106 | | | | | | 63 | | |

| Loss from operations (GAAP) | | | ($3,547) | | | | | | ($2,902) | | | | | | ($12,767) | | |

Loss from operations decreased by $9,865 million in 2021 compared with 2020 primarily due to lower losses at BCA and higher earnings at BGS.

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

Share-based plans expense decreased by $60 million in 2022 and increased by $54 million in 2021.

Eliminations and other unallocated expense decreased by $1,131 million in 2021 primarily due to earnings charges of $744 million in the fourth quarter of 2020 in anticipation of the agreement between Boeing and the U.S. Department of Justice that was finalized in January 2021 and higher income from operating investments 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 | | | $63,106 | | | | | | $59,269 | | | $3,837 | | | | | | $59,269 | | | | | | $63,843 | | | ($4,574) | | |

| Cost of sales as a % of Revenues | | | 94.7 | | % | | | | 95.2 | | % | (0.5) | | % | | | | 95.2 | | % | | | | 109.8 | | % | (14.6) | | % |

Cost of sales as a percentage of Revenues decreased in 2021 compared to 2020 primarily due to higher earnings charges at BCA and BGS in 2020 and higher revenues in 2021.

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

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

We have financial instruments that are subject to interest rate risk, principally [removed: fixed- and floating-rate] [added: fixed-rate] debt [removed: obligations, and customer financing assets and liabilities.][added: obligations.]

At December 31, [removed: 2022,] [added: 2023,] 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: $232] [added: $361] million.

At December 31, [removed: 2022,] [added: 2023,] a 10% increase or decrease in the market price in our commodity derivatives would have increased or decreased our unrealized losses by [removed: $70] [added: $37] million.

Market Risk

Participants in deferred compensation plans can diversify the deferred amounts among investment funds which are subject to potential changes in fair value.

As of December 31, 2023, the deferred compensation liability, which is being marked to market, was $1.6 billion.

A 10% change in the fair value of these investment funds would increase or decrease the liability by $164 million.

Changes in the liability are recorded in operating earnings.

As of December 31, 2022, we do not have any significant floating-rate debt obligations.

Historically, we have not experienced material gains or losses on our customer financing assets and liabilities due to interest rate changes.

We operate in [removed: four] [added: three] reportable segments:

- Global Services [removed: (BGS);][added: (BGS).]

[removed: BGS] [added: Global Services] sustains aerospace platforms and systems with a full spectrum of products and services, including supply chain and logistics management, engineering, maintenance and modifications, upgrades and conversions, spare parts, pilot and maintenance training systems and services, technical and maintenance documents, and data analytics and digital services.

[removed: While our intellectual] property rights in the aggregate are important to the operation of each of our businesses, we do not believe that our business would be materially affected by the expiration of any particular intellectual property right or termination of any particular intellectual property patent license agreement.

As of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] Boeing’s total workforce was approximately [removed: 156,000] [added: 171,000] and [removed: 142,000] [added: 156,000] with [removed: 13%] [added: 14%] and [removed: 12%] [added: 13%] located outside of the U.S.

As of December 31, [removed: 2022,] [added: 2023,] our workforce included approximately [removed: 50,000] [added: 57,000] union members.

| Union | | | Percent of our Employees Represented | | | Status of [removed: the] [added: Major] Agreements with [removed: Major] Union | | |

| The International Association of Machinists and Aerospace Workers (IAM) | | | [removed: 20%] [added: 21%] | | | We have two major agreements; one [added: with IAM District 751 (Washington)] expiring in September 2024 and one [added: with IAM District 837 (Missouri) expiring] in July 2025. | | |

| The Society of Professional Engineering Employees in Aerospace (SPEEA) | | | 10% | | | We have two major [removed: agreements] [added: agreements; one with SPEEA Professional and one with SPEEA Technical, both] expiring in October 2026. | | |

| The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) | | | 1% | | | We have one major agreement [added: with UAW District 1069 (Pennsylvania)] expiring in April 2027. | | |

In [removed: June of 2022,] [added: May 2023,] we released our [removed: second] [added: third] Global Equity, Diversity and Inclusion report with our workforce composition.

As of December [removed: 2021,] [added: 2022,] our [removed: U.S.] [added: global] workforce was comprised of approximately [removed: 23%] [added: 24%] women, [removed: 33%] [added: and our] U.S. [added: workforce was comprised of 35%] racial and ethnic minorities and 15% U.S. veterans.

We also support Business Resource Groups open to all employees with more than 15,000 participants across [removed: 170] [added: 176] chapters globally that focus on gender, race [removed: &] [added: and] ethnicity, generations, gender identity, sexual orientation, disability or veteran status.

In [removed: 2022,] [added: 2023,] our voluntary resignation rate was approximately [removed: 4%.][added: 3%.]

Additionally, we hired approximately 23,000 new employees in [removed: 2022] [added: 2023] for critical skills and had an offer acceptance rate of [removed: 78%.][added: 82%.]

For [removed: 2022,] [added: 2023,] Boeing employees completed approximately [removed: 5.8] [added: 6.9] million hours of learning.

We offer the ability for our people to pursue degree programs, professional certificates and individual courses in strategic fields of study from [removed: more than 300] [added: approximately 500] accredited colleges and universities, online and across the globe through our tuition assistance program.

[removed: Over 9,000] [added: Approximately 13,000] Boeing employees [removed: leverage] [added: leveraged] these programs [removed: every year.][added: in 2023.]

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

BDS expects the trend of strong competition to continue into [removed: 2023.][added: 2024.]

BGS expects the market to remain highly competitive in [removed: 2023,] [added: 2024,] and intends to grow market share by leveraging a high level of customer satisfaction and productivity.

If any of our government contracts were to be terminated for default, generally the U.S. government would pay only for the work that has been accepted and could require us [removed: to pay the difference between the original contract price and the cost to re-procure the contract items, net of the work accepted from the original contract.]

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

[removed: During 2022, as] [added: As] a result of the Russia Ukraine war, we [removed: suspended] [added: ceased] purchasing titanium from Russia.

While we maintain an extensive qualification and performance surveillance system to control risk associated with such reliance on third parties, failure of suppliers or subcontractors to meet commitments [added: has and] could [added: continue to] adversely affect [added: product quality,] production schedules and program/contract profitability, thereby jeopardizing our ability to fulfill commitments to our customers.

[removed: Any forward-looking statement] speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.

While our intellectual

to pay the difference between the original contract price and the cost to re-procure the contract items, net of the work accepted from the original contract.

On January 10, 2024, the FAA notified us that it has initiated an investigation into our quality control system.

This was followed by the FAA announcing actions to increase its oversight of us, including conducting (1) an audit involving the 737-9 production line and suppliers to evaluate compliance with approved quality procedures, (2) increased monitoring of 737-9 in-service events, and (3) an assessment of safety risks around delegated authority and quality oversight, and examination of options to move these functions under independent third parties.

On January 24, 2024, the FAA stated that it will not approve production rate increases or additional production lines for the 737 MAX until it is satisfied that we are in full compliance with required quality control procedures.

The current conflict in Israel and the Gaza Strip has the potential to impact certain of our suppliers, and has impacted some operations for our airline and lessor customers.

We are closely monitoring developments, supporting our employees and customers, and will take mitigating actions as appropriate.

Any forward-looking statement

- Boeing Capital (BCC).

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

Boeing Capital Segment

BCC seeks to ensure that Boeing customers have the financing they need to buy and take delivery of their Boeing product, while managing overall financing exposure.

BCC’s portfolio consists of equipment under operating leases, sales-type/finance leases, notes and other receivables, assets held for sale or re-lease and investments.

We are committed to releasing an annual Global Equity, Diversity and Inclusion report in 2023 which will be updated with the latest year’s information.

Our 2022 report can be found on our website.

are aluminum (sheet, plate, forgings and extrusions), titanium (sheet, plate, forgings and extrusions) and composites (including carbon and boron).

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Registrant’s telephone number, including area code [removed: (703)-414-6338][added: (703)-465-3500]

| [removed: Emerging growth company] | | | [removed: ☐] | | | | | | [added: Emerging growth company] | | | [added: ☐] | | |

As of June 30, [removed: 2022,] [added: 2023,] there were [removed: 593,451,225] [added: 602,885,744] common shares outstanding held by [removed: nonaffiliates] [added: non-affiliates] 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: $81.1] [added: $127.3] billion.

The number of shares of the registrant’s common stock outstanding as of January [removed: 20, 2023] [added: 24, 2024] was [removed: 598,239,585.][added: 610,135,205.]

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: 2022.][added: 2023.]

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

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| | | | [Item [removed: 14.](#idab206f38af44c3b82edc252bb6a3941_331)] [added: 14.](#i9149106403e040fe8e078ca3aa8307d3_337)] | | | [Principal Accountant Fees and [removed: Services](#idab206f38af44c3b82edc252bb6a3941_331)] [added: Services](#i9149106403e040fe8e078ca3aa8307d3_337)] | | | [removed: [127](#idab206f38af44c3b82edc252bb6a3941_331)] [added: [123](#i9149106403e040fe8e078ca3aa8307d3_337)] | | |

| | | | [Item [removed: 15.](#idab206f38af44c3b82edc252bb6a3941_337)] [added: 15.](#i9149106403e040fe8e078ca3aa8307d3_343)] | | | [Exhibits, Financial Statement [removed: Schedules](#idab206f38af44c3b82edc252bb6a3941_337)] [added: Schedules](#i9149106403e040fe8e078ca3aa8307d3_343)] | | | [removed: [128](#idab206f38af44c3b82edc252bb6a3941_337)] [added: [123](#i9149106403e040fe8e078ca3aa8307d3_343)] | | |

| | | | [Item [removed: 16.](#idab206f38af44c3b82edc252bb6a3941_340)] [added: 16.](#i9149106403e040fe8e078ca3aa8307d3_346)] | | | [Form 10-K [removed: Summary](#idab206f38af44c3b82edc252bb6a3941_340)] [added: Summary](#i9149106403e040fe8e078ca3aa8307d3_346)] | | | [removed: [131](#idab206f38af44c3b82edc252bb6a3941_340)] [added: [126](#i9149106403e040fe8e078ca3aa8307d3_346)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐

| | | | [I](#i9149106403e040fe8e078ca3aa8307d3_2887)[tem](#i9149106403e040fe8e078ca3aa8307d3_2887) [1C.](#i9149106403e040fe8e078ca3aa8307d3_2887) | | | [C](#i9149106403e040fe8e078ca3aa8307d3_2887)[ybersecurity](#i9149106403e040fe8e078ca3aa8307d3_2887) | | | [17](#i9149106403e040fe8e078ca3aa8307d3_2887) | | |

| [PART II](#i9149106403e040fe8e078ca3aa8307d3_76) | | | | | | | | | | | |

| [PART III](#i9149106403e040fe8e078ca3aa8307d3_322) | | | | | | | | | | | |

| [PART IV](#i9149106403e040fe8e078ca3aa8307d3_340) | | | | | | | | | | | |

| | | | [Signatures](#i9149106403e040fe8e078ca3aa8307d3_349) | | | | | | [127](#i9149106403e040fe8e078ca3aa8307d3_349) | | |

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

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

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

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

Risk Management and Strategy

Our cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents.

Our cybersecurity risk management processes include technical security controls, policy enforcement mechanisms, monitoring systems, employee training, contractual arrangements, tools and related services from third-party providers, and management oversight to assess, identify and manage material risks from cybersecurity threats.

We implement risk-based controls to protect our information, the information of our customers, suppliers, and other third parties, our information systems, our business operations, and our products and related services.

We have adopted security-control principles based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework, other industry-recognized standards, and contractual requirements, as applicable.

We also leverage government partnerships, industry and government associations, third-party benchmarking, the results from regular internal and third-party audits, threat intelligence feeds, and other similar resources to inform our cybersecurity processes and allocate resources.

We maintain security programs that include physical, administrative and technical safeguards, and we maintain plans and procedures whose objective is to help us prevent and timely and effectively respond to cybersecurity threats or incidents.

Through our cybersecurity risk management process, we continuously monitor cybersecurity vulnerabilities and potential attack vectors to company systems as well as our aerospace products and services, and we evaluate the potential operational and financial

effects of any threat and of cybersecurity countermeasures made to defend against such threats.

We continue to integrate our cyber practice into our Enterprise Risk Management program and our Compliance Risk Management program, both of which are overseen by our Board of Directors and provide central, standardized frameworks for identifying and tracking cyber-related business and compliance risks across the Company.

Risks from cybersecurity threats to our products and services are also overseen by our Board of Directors.

In addition, we periodically engage third-party consultants to assist us in assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs and responding to any incidents.

As part of our cybersecurity risk management process, we conduct “tabletop” exercises during which we simulate cybersecurity incidents to ensure that we are prepared to respond to such an incident and to highlight any areas for potential improvement in our cyber incident preparedness.

These exercises are conducted at both the technical level and senior management level, which has included participation by a member of our Board of Directors.

In addition, all employees are required to pass a mandatory cybersecurity training course on an annual basis and receive monthly phishing simulations to provide “experiential learning” on how to recognize phishing attempts.

We have established a cybersecurity supply chain risk management program, which is a cross-functional program that forms part of our Enterprise Risk Management program and is supported by our security, compliance, and supply chain organizations.

Through this evolving program, we assess the risks from cybersecurity threats that impact select suppliers and third-party service providers with whom we share personal identifying and confidential information.

We continue to evolve our oversight processes to mature how we identify and manage cybersecurity risks associated with the products or services we procure from such suppliers.

We generally require our suppliers to adopt security-control principles based on industry-recognized standards.

We have experienced, and may in the future experience, whether directly or through our supply chain or other channels, cybersecurity incidents.

While prior incidents have not materially affected our business strategy, results of operations or financial condition, and although our processes are designed to help prevent, detect, respond to, and mitigate the impact of such incidents, there is no guarantee that a future cyber incident would not materially affect our business strategy, results of operations or financial condition.

See “Risks Related to Cybersecurity and Business Disruptions” in “Risk Factors” on page 14 of this Form 10-K.

Governance

Our Board of Directors has overall responsibility for risk oversight, with its committees assisting the Board in performing this function based on their respective areas of expertise.

Our Board of Directors has delegated oversight of risks related to cybersecurity to two Board committees, the Audit Committee and the Aerospace Safety Committee, and each committee reports on its activities and findings to the full Board after each meeting.

The Audit Committee is charged with reviewing our cybersecurity processes for assessing key strategic, operational, and compliance risks.

Our Chief Information Officer and Senior Vice President, Information Technology & Data Analytics (CIO) and our Chief Security Officer (CSO) provide presentations to the Audit Committee on cybersecurity risks at each of its bimonthly meetings.

These briefings include assessments of cyber risks, the threat landscape, updates on incidents, and reports on our investments in cybersecurity risk mitigation and governance.

In addition, the Audit Committee has designated one of its members with expertise in cyber risk management to meet regularly with management and review our cybersecurity strategy and key initiatives and progress toward our objectives.

In the event of a potentially material cybersecurity event, the Chair of the Audit Committee is notified and briefed, and meetings of the Audit Committee and/or full Board of Directors would be held, as appropriate.

The Aerospace Safety Committee provides oversight of the risks from cybersecurity threats related to our aerospace products and services.

The Aerospace Safety Committee receives regular updates and reports from senior management, including the Chief

Engineer, the Chief Aerospace Safety Officer, and the Chief Product Security Engineer, who provide briefings on significant cybersecurity threats or incidents that may pose a risk to the safe operation of our aerospace products.

Both committees brief the full Board on cybersecurity matters discussed during committee meetings, and the CIO provides annual briefings to the Board on information technology and data analytics related matters, including cybersecurity.

At the management level, we have established a Global Security Governance Council (the Council) to further strengthen our cybersecurity risk management activities across the Company, including the prevention, detection, mitigation, and remediation of cybersecurity incidents.

The Council is responsible for developing and coordinating enterprise cybersecurity policy and strategy, and for providing guidance to key management and oversight bodies.

Richard Puckett, as our CSO, serves as the chair of the Council.

He is responsible for overseeing a unified security program that provides cybersecurity, fire and protection operations, physical security, insider threat, and classified security.

Mr. Puckett has nearly 30 years of experience in the cybersecurity industry, including, prior to joining Boeing in 2022, as Chief Information Security Officer of SAP SE and Thomson Reuters Corporation, Vice President, Product and Commercial Security of General Electric, Inc., and Senior Security Architect at Cisco Systems, Inc. He reports directly to the CIO and meets regularly with other members of senior management and the Audit Committee.

The Council also includes, among other senior executives, our Chief Engineer, Chief Information Officer, Chief Aerospace Safety Officer and Chief Product Security Engineer, who each have several decades of business and senior leadership experience managing risks in their respective fields, collectively covering all aspects of cybersecurity, data and analytics, product security engineering, enterprise engineering, safety and the technical integrity of our products and services.

We had approximately [removed: 87] [added: 89] million square feet of floor space on December 31, [removed: 2022] [added: 2023] for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately [removed: 88%] [added: 86%] was located in the United States.

The following table provides a summary of the floor space by business as of December 31, [removed: 2022:][added: 2023:]

At December 31, [removed: 2022,] [added: 2023,] the combined square footage at the following major locations totaled more than [removed: 81] [added: 82] million square feet:

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

- 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; Australia; [removed: Greater Portland, OR;] Houston, TX; [removed: and] Kennedy Space Center [added: and Greater Portland, OR]

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

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

| Commercial Airplanes | | | 39,919 | | | | | | 7,795 | | | | | | | | | | | | 47,714 | | |

| Defense, Space & Security | | | 22,849 | | | | | | 4,404 | | | | | | | | | | | | 27,253 | | |

| Global Services | | | 1,265 | | | | | | 7,004 | | | | | | | | | | | | 8,269 | | |

| Other(1) | | | 2,205 | | | | | | 2,809 | | | | | | 315 | | | | | | 5,329 | | |

| Total | | | 66,238 | | | | | | 22,012 | | | | | | 315 | | | | | | 88,565 | | |

| 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 | | |

As of January [removed: 20, 2023,] [added: 24, 2024,] there were [removed: 88,322] [added: 84,633] shareholders of record.

The following table provides information about purchases we made during the quarter ended December 31, [removed: 2022] [added: 2023] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

| | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or [removed: Programs(2)] [added: Programs] | | |

(1)A total of [removed: 25,742] [added: 1,448,228] shares were transferred to us from employees in satisfaction of [added: minimum] tax withholding obligations associated with the vesting of restricted stock units during the period.

| 10/1/2023 thru 10/31/2023 | | | 7,546 | | | | | | $190.17 | | | | | | | | | | | | | | |

| 11/1/2023 thru 11/30/2023 | | | 12,373 | | | | | | 192.12 | | | | | | | | | | | | | | |

| 12/1/2023 thru 12/31/2023 | | | 1,428,309 | | | | | | 246.44 | | | | | | | | | | | | | | |

| Total | | | 1,448,228 | | | | | | $245.68 | | | | | | | | | | | | | | |

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

(2)On March 21, 2020, the Board of Directors terminated its prior authorization to repurchase shares of the Company's outstanding common stock.

Share repurchases under this open market repurchase program have been suspended since April 2019.

| [Consolidated Statements of [removed: Operations](#idab206f38af44c3b82edc252bb6a3941_190)] [added: Operations](#i9149106403e040fe8e078ca3aa8307d3_190)] | | | [removed: [53](#idab206f38af44c3b82edc252bb6a3941_190)] [added: [51](#i9149106403e040fe8e078ca3aa8307d3_190)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#idab206f38af44c3b82edc252bb6a3941_193)] [added: Income](#i9149106403e040fe8e078ca3aa8307d3_193)] | | | [removed: [54](#idab206f38af44c3b82edc252bb6a3941_193)] [added: [52](#i9149106403e040fe8e078ca3aa8307d3_193)] | | |

| [Consolidated Statements of Financial [removed: Position](#idab206f38af44c3b82edc252bb6a3941_196)] [added: Position](#i9149106403e040fe8e078ca3aa8307d3_196)] | | | [removed: [55](#idab206f38af44c3b82edc252bb6a3941_196)] [added: [53](#i9149106403e040fe8e078ca3aa8307d3_196)] | | |

| [Consolidated Statements of Cash [removed: Flows](#idab206f38af44c3b82edc252bb6a3941_199)] [added: Flows](#i9149106403e040fe8e078ca3aa8307d3_199)] | | | [removed: [56](#idab206f38af44c3b82edc252bb6a3941_199)] [added: [54](#i9149106403e040fe8e078ca3aa8307d3_199)] | | |

| [Consolidated Statements of [removed: Equity](#idab206f38af44c3b82edc252bb6a3941_202)] [added: Equity](#i9149106403e040fe8e078ca3aa8307d3_202)] | | | [removed: [57](#idab206f38af44c3b82edc252bb6a3941_202)] [added: [55](#i9149106403e040fe8e078ca3aa8307d3_202)] | | |

| [Summary of Business Segment [removed: Data](#idab206f38af44c3b82edc252bb6a3941_205)] [added: Data](#i9149106403e040fe8e078ca3aa8307d3_205)] | | | [removed: [58](#idab206f38af44c3b82edc252bb6a3941_205)] [added: [56](#i9149106403e040fe8e078ca3aa8307d3_205)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#idab206f38af44c3b82edc252bb6a3941_211)] [added: Policies](#i9149106403e040fe8e078ca3aa8307d3_211)] | | | [removed: [59](#idab206f38af44c3b82edc252bb6a3941_211)] [added: [57](#i9149106403e040fe8e078ca3aa8307d3_211)] | | |

| [Note 2 - Goodwill and Acquired [removed: Intangibles](#idab206f38af44c3b82edc252bb6a3941_223)] [added: Intangibles](#i9149106403e040fe8e078ca3aa8307d3_223)] | | | [removed: [70](#idab206f38af44c3b82edc252bb6a3941_223)] [added: [68](#i9149106403e040fe8e078ca3aa8307d3_223)] | | |

| [Note 3 - Earnings Per [removed: Share](#idab206f38af44c3b82edc252bb6a3941_226)] [added: Share](#i9149106403e040fe8e078ca3aa8307d3_226)] | | | [removed: [70](#idab206f38af44c3b82edc252bb6a3941_226)] [added: [68](#i9149106403e040fe8e078ca3aa8307d3_226)] | | |

| [Note 4 - Income [removed: Taxes](#idab206f38af44c3b82edc252bb6a3941_229)] [added: Taxes](#i9149106403e040fe8e078ca3aa8307d3_229)] | | | [removed: [72](#idab206f38af44c3b82edc252bb6a3941_229)] [added: [70](#i9149106403e040fe8e078ca3aa8307d3_229)] | | |

| [Note 5 - Accounts [removed: Receivable](#idab206f38af44c3b82edc252bb6a3941_232)] [added: Receivable](#i9149106403e040fe8e078ca3aa8307d3_232)] | | | [removed: [75](#idab206f38af44c3b82edc252bb6a3941_232)] [added: [73](#i9149106403e040fe8e078ca3aa8307d3_232)] | | |

| [Note 6 - Allowance for Losses on Financial [removed: Assets](#idab206f38af44c3b82edc252bb6a3941_235)] [added: Assets](#i9149106403e040fe8e078ca3aa8307d3_235)] | | | [removed: [76](#idab206f38af44c3b82edc252bb6a3941_235)] [added: [73](#i9149106403e040fe8e078ca3aa8307d3_235)] | | |

| [Note 7 - [removed: Inventories](#idab206f38af44c3b82edc252bb6a3941_238)] [added: Inventories](#i9149106403e040fe8e078ca3aa8307d3_238)] | | | [removed: [76](#idab206f38af44c3b82edc252bb6a3941_238)] [added: [74](#i9149106403e040fe8e078ca3aa8307d3_238)] | | |

| [Note 8 - Contracts with [removed: Customers](#idab206f38af44c3b82edc252bb6a3941_241)] [added: Customers](#i9149106403e040fe8e078ca3aa8307d3_241)] | | | [removed: [77](#idab206f38af44c3b82edc252bb6a3941_241)] [added: [74](#i9149106403e040fe8e078ca3aa8307d3_241)] | | |

| [Note 10 - Property, Plant and [removed: Equipment](#idab206f38af44c3b82edc252bb6a3941_247)] [added: Equipment](#i9149106403e040fe8e078ca3aa8307d3_247)] | | | [removed: [80](#idab206f38af44c3b82edc252bb6a3941_247)] [added: [77](#i9149106403e040fe8e078ca3aa8307d3_247)] | | |

| [Note 11 - [removed: Investments](#idab206f38af44c3b82edc252bb6a3941_250)] [added: Investments](#i9149106403e040fe8e078ca3aa8307d3_250)] | | | [removed: [81](#idab206f38af44c3b82edc252bb6a3941_250)] [added: [78](#i9149106403e040fe8e078ca3aa8307d3_250)] | | |

| [Note 12 - [removed: Leases](#idab206f38af44c3b82edc252bb6a3941_256)] [added: Leases](#i9149106403e040fe8e078ca3aa8307d3_256)] | | | [removed: [81](#idab206f38af44c3b82edc252bb6a3941_256)] [added: [78](#i9149106403e040fe8e078ca3aa8307d3_256)] | | |

| [Note 13 - Liabilities, Commitments and [removed: Contingencies](#idab206f38af44c3b82edc252bb6a3941_259)] [added: Contingencies](#i9149106403e040fe8e078ca3aa8307d3_259)] | | | [removed: [83](#idab206f38af44c3b82edc252bb6a3941_259)] [added: [80](#i9149106403e040fe8e078ca3aa8307d3_259)] | | |

| [Note 14 - Arrangements with Off-Balance Sheet [removed: Risk](#idab206f38af44c3b82edc252bb6a3941_274)] [added: Risk](#i9149106403e040fe8e078ca3aa8307d3_277)] | | | [removed: [88](#idab206f38af44c3b82edc252bb6a3941_274)] [added: [85](#i9149106403e040fe8e078ca3aa8307d3_277)] | | |

| [Note 16 - Postretirement [removed: Plans](#idab206f38af44c3b82edc252bb6a3941_280)] [added: Plans](#i9149106403e040fe8e078ca3aa8307d3_283)] | | | [removed: [90](#idab206f38af44c3b82edc252bb6a3941_280)] [added: [87](#i9149106403e040fe8e078ca3aa8307d3_283)] | | |

| [Note 17 - Share-Based Compensation and Other Compensation [removed: Arrangements](#idab206f38af44c3b82edc252bb6a3941_283)] [added: Arrangements](#i9149106403e040fe8e078ca3aa8307d3_286)] | | | [removed: [99](#idab206f38af44c3b82edc252bb6a3941_283)] [added: [95](#i9149106403e040fe8e078ca3aa8307d3_286)] | | |

| [Note 19 - Derivative Financial [removed: Instruments](#idab206f38af44c3b82edc252bb6a3941_289)] [added: Instruments](#i9149106403e040fe8e078ca3aa8307d3_292)] | | | [removed: [104](#idab206f38af44c3b82edc252bb6a3941_289)] [added: [100](#i9149106403e040fe8e078ca3aa8307d3_292)] | | |

| [Note 20 - Fair Value [removed: Measurements](#idab206f38af44c3b82edc252bb6a3941_292)] [added: Measurements](#i9149106403e040fe8e078ca3aa8307d3_295)] | | | [removed: [106](#idab206f38af44c3b82edc252bb6a3941_292)] [added: [102](#i9149106403e040fe8e078ca3aa8307d3_295)] | | |

| [Note 22 - Segment and Revenue [removed: Information](#idab206f38af44c3b82edc252bb6a3941_298)] [added: Information](#i9149106403e040fe8e078ca3aa8307d3_301)] | | | [removed: [109](#idab206f38af44c3b82edc252bb6a3941_298)] [added: [104](#i9149106403e040fe8e078ca3aa8307d3_301)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#idab206f38af44c3b82edc252bb6a3941_304)] [added: Firm](#i9149106403e040fe8e078ca3aa8307d3_307)] | | | [removed: [115](#idab206f38af44c3b82edc252bb6a3941_304)] [added: [111](#i9149106403e040fe8e078ca3aa8307d3_307)] | | |

| Years ended December 31, | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales of products | | | [removed: $55,893] [added: $65,581] | | | | | | [removed: $51,386] [added: $55,893] | | | | | | [removed: $47,142] [added: $51,386] | | |

| Sales of services | | | [removed: 10,715] [added: 12,213] | | | | | | [removed: 10,900] [added: 10,715] | | | | | | [removed: 11,016] [added: 10,900] | | |

| Total revenues | | | [removed: 66,608] [added: 77,794] | | | | | | [removed: 62,286] [added: 66,608] | | | | | | [removed: 58,158] [added: 62,286] | | |

| Cost of products | | | [removed: (53,969)] [added: (59,864)] | | | | | | [removed: (49,954)] [added: (53,969)] | | | | | | [removed: (54,568)] [added: (49,954)] | | |

| Cost of services | | | [removed: (9,109)] [added: (10,206)] | | | | | | [removed: (9,283)] [added: (9,109)] | | | | | | [removed: (9,232)] [added: (9,283)] | | |

| Total costs and expenses | | | [removed: (63,106)] [added: (70,070)] | | | | | | [removed: (59,269)] [added: (63,078)] | | | | | | [removed: (63,843)] [added: (59,237)] | | |

| [removed: (Loss)/income] [added: Income/(loss)] from operating investments, net | | | [removed: (16)] [added: 46] | | | | | | [removed: 210] [added: (16)] | | | | | | [removed: 9] [added: 210] | | |

| General and administrative expense | | | [removed: (4,187)] [added: (5,168)] | | | | | | [removed: (4,157)] [added: (4,187)] | | | | | | [removed: (4,817)] [added: (4,157)] | | |

| Research and development expense, net | | | [removed: (2,852)] [added: (3,377)] | | | | | | [removed: (2,249)] [added: (2,852)] | | | | | | [removed: (2,476)] [added: (2,249)] | | |

| Gain on dispositions, net | | | [removed: 6] [added: 2] | | | | | | [removed: 277] [added: 6] | | | | | | [removed: 202] [added: 277] | | |

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

| Other income, net | | | [removed: 1,058] [added: 1,227] | | | | | | [removed: 551] [added: 1,058] | | | | | | [removed: 447] [added: 551] | | |

| Interest and debt expense | | | [removed: (2,533)] [added: (2,459)] | | | | | | [removed: (2,682)] [added: (2,561)] | | | | | | [removed: (2,156)] [added: (2,714)] | | |

| Loss before income taxes | | | [removed: (5,022)] [added: (2,005)] | | | | | | [removed: (5,033)] [added: (5,022)] | | | | | | [removed: (14,476)] [added: (5,033)] | | |

| [Note 9 - Financing Receivables and Operating Lease Equipment](#i9149106403e040fe8e078ca3aa8307d3_244) | | | [75](#i9149106403e040fe8e078ca3aa8307d3_244) | | |

| [Note 15 - Debt](#i9149106403e040fe8e078ca3aa8307d3_280) | | | [86](#i9149106403e040fe8e078ca3aa8307d3_280) | | |

| [Note 18 - Shareholders’ Equity](#i9149106403e040fe8e078ca3aa8307d3_289) | | | [99](#i9149106403e040fe8e078ca3aa8307d3_289) | | |

| [Note 21 - Legal Proceedings](#i9149106403e040fe8e078ca3aa8307d3_298) | | | [104](#i9149106403e040fe8e078ca3aa8307d3_298) | | |

| [N](#i9149106403e040fe8e078ca3aa8307d3_2965)[ote 23 - Su](#i9149106403e040fe8e078ca3aa8307d3_2965)[bsequent Events](#i9149106403e040fe8e078ca3aa8307d3_2965) | | | [109](#i9149106403e040fe8e078ca3aa8307d3_2965) | | |

| | | | 7,724 | | | | | | 3,530 | | | | | | 3,049 | | |

See Notes to the Consolidated Financial Statements on pages 57 - 110.

| Financing receivables and operating lease equipment, net | | | 860 | | | | | | 1,450 | | |

See Notes to the Consolidated Financial Statements on pages 57 - 110.

| Net loss | | | ($2,242) | | | | | | ($5,053) | | | | | | ($4,290) | | |

| Financing receivables and operating lease equipment, net | | | 571 | | | | | | 142 | | | | | | 210 | | |

See Notes to the Consolidated Financial Statements on pages 57 - 110.

| Net loss | | | | | | | | | | | | | | | (2,222) | | | | | | (20) | | | (2,242) | | |

| Subsidiary shares purchased from noncontrolling interests | | | | | | (267) | | | | | | | | | | | | | | | | | | (267) | | |

| Balance at December 31, 2023 | | | $5,061 | | | $10,309 | | | ($49,549) | | | | | | $27,251 | | | ($10,305) | | | $5 | | | ($17,228) | | |

See Notes to the Consolidated Financial Statements on pages 57 - 110.

| Commercial Airplanes | | | $33,901 | | | | | | $26,026 | | | | | | $19,714 | | |

| Commercial Airplanes | | | ($1,635) | | | | | | ($2,341) | | | | | | ($6,377) | | |

| Loss from operations | | | (773) | | | | | | (3,519) | | | | | | (2,870) | | |

| Other income, net | | | 1,227 | | | | | | 1,058 | | | | | | 551 | | |

| Interest and debt expense | | | (2,459) | | | | | | (2,561) | | | | | | (2,714) | | |

| Loss before income taxes | | | (2,005) | | | | | | (5,022) | | | | | | (5,033) | | |

| Income tax (expense)/benefit | | | (237) | | | | | | (31) | | | | | | 743 | | |

| Net loss | | | (2,242) | | | | | | (5,053) | | | | | | (4,290) | | |

| Less: net loss attributable to noncontrolling interest | | | (20) | | | | | | (118) | | | | | | (88) | | |

| Net loss attributable to Boeing Shareholders | | | ($2,222) | | | | | | ($4,935) | | | | | | ($4,202) | | |

As a result, prior period amounts have been reclassified to conform to current period presentation.

| Increase to Diluted loss per share | | | ($5.43) | | | | | | ($8.88) | | | | | | ($1.28) | | |

forfeitures.

determining the present value of lease payments.

If the carrying

estimated credit default rates, age of the receivable, expected loss rates and collateral exposures.

Generally, aircraft sales are accompanied by a 3 to 4-year standard

We may incur penalties to suppliers under certain circumstances such as a contract termination.

| Acquisitions | | | 3 | | | | | | 11 | | | | | | 16 | | | | | | | | | | | | 30 | | |

| Balance at December 31, 2023 | | | $1,319 | | | | | | $3,235 | | | | | | $3,454 | | | | | | $85 | | | | | | $8,093 | | |

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Estimated amortization expense | | | $224 | | | | | | $199 | | | | | | $194 | | | | | | $174 | | | | | | $147 | | |

Diluted weighted average common shares outstanding is calculated using the treasury stock method.

| Net loss attributable to Boeing Shareholders | | | ($2,222) | | | | | | ($4,935) | | | | | | ($4,202) | | |

| [Note 9 - Customer Financing](#idab206f38af44c3b82edc252bb6a3941_244) | | | [78](#idab206f38af44c3b82edc252bb6a3941_244) | | |

| [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) | | |

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

| Boeing Capital interest expense | | | (28) | | | | | | (32) | | | | | | (43) | | |

| | | | 3,502 | | | | | | 3,017 | | | | | | (5,685) | | |

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

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

| Customer financing, net | | | 1,450 | | | | | | 1,695 | | |

| Customer financing valuation adjustments | | | 37 | | | | | | | | | | | | 12 | | |

| Customer financing, net | | | 142 | | | | | | 210 | | | | | | 173 | | |

| Dividends paid | | | | | | | | | | | | | | | (1,158) | | |

| Balance at January 1, 2020 | | | $5,061 | | | $6,745 | | | ($54,914) | | | | | | $50,482 | | | ($16,153) | | | $317 | | | ($8,462) | | |

| Net loss | | | | | | | | | | | | | | | (11,873) | | | | | | (68) | | | (11,941) | | |

| Treasury shares contributed to pension plans | | | | | | 952 | | | 2,048 | | | | | | | | | | | | | | | 3,000 | | |

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

| Commercial Airplanes | | | $25,867 | | | | | | $19,493 | | | | | | $16,162 | | |

| Boeing Capital | | | 199 | | | | | | 272 | | | | | | 261 | | |

| Commercial Airplanes | | | ($2,370) | | | | | | ($6,475) | | | | | | ($13,847) | | |

| Boeing Capital | | | 29 | | | | | | 106 | | | | | | 63 | | |

| Decrease to Diluted EPS | | | ($8.88) | | | | | | ($1.28) | | | | | | ($1.37) | | |

When actual contract costs and

| Balance at December 31, 2020 | | | $1,316 | | | | | | $3,224 | | | | | | $3,454 | | | | | | $87 | | | | | | $8,081 | | |

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

During 2020, we recorded impairments of $178 within Cost of Sales related to our distribution rights, primarily driven by airlines' decisions to retire certain aircraft.

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

| Dilutive potential common shares(1) | | | | | | | | | | | | | | | | | |

(1)Diluted loss per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.

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.

| Impact of CARES Act (1) | | | (5) | | | 0.1 | | | | | | 3 | | | (0.1) | | | | | | (1,175) | | | 8.1 | | |

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

| Audit settlements(2) | | | | | | | | | | | | | | | | | | | | | (587) | | | 4.1 | | |

(1) On March 27, 2020, the CARES Act was enacted, which includes a five year net operating loss (NOL) carryback provision which enabled us to benefit from the 2020 U.S. federal tax NOL at the former federal tax rate of 35%.

In 2022, 2021, and 2020, we recorded tax benefits of $5, tax expense of $3, and tax benefits of $1,175 related to the NOL carryback provision.

(2) In the fourth quarter of 2020, we recorded a tax benefit of $587 related to the settlement of the 2015-2017 federal tax audit.

From a U.S. federal tax perspective, the Company generated a tax NOL in 2020 that was carried back to prior years when the tax rate was 35% due to the CARES Act benefit as described above.

We also normalized earnings and other comprehensive income (OCI) for certain non-recurring items and reached a normalized three-year cumulative loss position in 2021.

Adjustments to normalize earnings included non-recurring items for certain 737 MAX expenses, an agreement with the Department of Justice, severance costs and remeasurement gains and losses from the annual remeasurement of pension and other postretirement benefit obligations.

During 2022, the Company increased the valuation allowance by $739.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, [removed: 2022] [added: 2023] 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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act [removed: Rules] [added: Rule] 13a-15(f).

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: 2022.][added: 2023.]

Our internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

During the three months ended December 31, 2023, none of our directors or officers adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

During the three months ended December 31, 2023, the Company did not adopt, modify or terminate a “Rule 10b5-1 trading arrangement” as such term is defined under Item 408 of Regulation S-K.

None.

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

Our executive officers and their ages as of January [removed: 27, 2023,] [added: 31, 2024,] are as follows:

| Brian R. Besanceney | | | [removed: 50] [added: 51] | | | 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. | | |

| David L. Calhoun | | | [removed: 65] [added: 66] | | | 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: 49] [added: 50] | | | Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security since April 2022. Mr. Colbert previously served as Executive Vice President, President and Chief 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: 65] [added: 66] | | | 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: 58] [added: 59] | | | 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: 53] [added: 54] | | | 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: 51] [added: 52] | | | Chief Legal Officer and Executive Vice President, Global Compliance since May 2020. Mr. Gerry previously served as Senior Vice President and General Counsel from May 2019 to May 2020; President of Boeing Japan from February 2016 to May 2019; Vice President and General Counsel, Boeing Commercial Airplanes from March 2009 to March 2016; and Chief Counsel, Network and Space Systems from September 2008 to March 2009. | | |

| Brendan J. Nelson | | | [removed: 64] [added: 65] | | | 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 | | | [removed: 50] [added: 51] | | | Executive Vice [removed: President,] President and Chief [removed: Executive Officer, Boeing Global Services] [added: Operating Officer] since [removed: April 2022.] [added: January 2024.] Ms. Pope joined Boeing in 1994, and her previous positions include [added: Executive] Vice [added: President,] President and Chief [added: Executive Officer, Boeing Global Services from April 2022 to December 2023; 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. | | |

| Brian J. West | | | [removed: 53] [added: 54] | | | 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. | | |

Additional information required by this item will be included under the captions “Election of Directors,” “Stock Ownership Information” and “Board Committees” in our proxy statement, which will be filed with the SEC no later than 120 days after December 31, [removed: 2022] [added: 2023 (the “2024 Proxy Statement”),] and that information is incorporated by reference [removed: herein (the “2023 Proxy Statement”).][added: herein.]

| Stephen E. Biegun | | | 60 | | | Senior Vice President, Global Public Policy since April 2023. Prior to joining Boeing, Mr. Biegun served as senior Advisor to Macro Advisory Partners from August 2021 to April 2023, Deputy Secretary of State for the U.S. Department of State from December 2019 to January 2021, Special Representative for North Korea for the U.S. Department of State from September 2018 to January 2021 and Vice President, International Governmental Relations at Ford Motor Company from April 2004 to November 2018. | | |

| Howard E. McKenzie | | | 57 | | | Chief Engineer and Executive Vice President, Engineering, Test & Technology since March 2023. Mr. McKenzie joined Boeing in 1987 and his previous positions include Vice President and Chief Engineer of Boeing Commercial Airplanes from August 2021 to March 2023; Vice President and Chief Engineer of Boeing Global Services from June 2020 to August 2021; Vice President of Boeing Test and Evaluation from June 2019 to June 2020; and Vice President and Chief Project Engineer for the 777 program from October 2017 to June 2019. | | |

| D. Christopher Raymond | | | 59 | | | Executive Vice President, President and Chief Executive Officer, Boeing Global Services since January 2024. Mr. Raymond joined Boeing in 1986 and his previous positions include Senior Vice President and Chief Sustainability Officer from October 2020 to December 2023; Vice President of Sustainability, Strategy and Corporate Development from April 2019 to October 2020; Vice President and General Manager of Autonomous Systems, a division within Boeing Defense, Space & Security, from April 2015 to July 2018; and a series of other Vice President and General Manager of several businesses for Boeing Defense, Space & Security. | | |

| Bertrand-Marc Allen | | | 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 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. | | |

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

| Gregory L. Hyslop | | | 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. | | |

The information required by this item will be included under the captions “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” “Compensation of Directors,” in the [removed: 2023] [added: 2024] Proxy Statement, and that information is incorporated by reference herein.

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

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: 2022:][added: 2023:]

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

| Equity compensation plans approved by [removed: shareholders] [added: shareholders(1)] | | | | | | | | | | | | | | | | | | [added: | | |]

| Other stock [removed: units(1)] [added: units(2)] | | | [removed: 11,870,813] [added: 6,540,319] | | | | | | | | | | | | | | | [added: | | |]

| Equity compensation plans not approved by shareholders | | | None | | | | | | None | | | | | | None | | | [added: | | |]

The additional information required by this item will be included under the caption “Stock Ownership Information” in the [removed: 2023] [added: 2024] Proxy Statement, and that information is incorporated by reference herein.

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

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

| | | | (a) | | | | | | (b) | | | | | | (c) | | | | | |

| Stock options | | | 792,662 | | | | | | $252.35 | | | | | | | | | | | |

| Deferred compensation | | | 604,179 | | | | | | | | | | | | | | | | | |

| Total | | | 7,937,160 | | | | | | $252.35 | | | | | | 29,851,662 | | | (3)(4) | | |

(1) Includes the employee stock purchase plan and the 2023 Incentive Stock Plan and its predecessor plan.

(2) Includes 399,798 shares issuable in respect of Performance Restricted Stock Units.

The shares included represent the maximum number of shares that may be issued upon vesting if the maximum performance goal is achieved for the three-year performance period.

(3) Includes 11,783,281 shares issuable under our employee stock purchase plan.

There were 60,365 shares subject to purchase under the employee stock purchase plan as of December 31, 2023.

(4) Excludes shares of common stock that may be offered and sold under our 401(k) Plan.

On February 5, 2021, 30,000,000 shares of common stock were registered for this purpose, of which 12,998,806 remained available as of December 31, 2023.

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

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

| | | | (a) | | | | | | (b) | | | | | | (c) | | |

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

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

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

(1) Includes 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 period which ended December 31, 2022.

The information required by this item will be included under the captions “Related Person Transactions” and “Director Independence” in the [removed: 2023] [added: 2024] Proxy Statement, and that information is incorporated by reference herein.

The information required by this item will be included under the caption “Independent Auditor Fees” in the [removed: 2023] [added: 2024] Proxy Statement, and that information is incorporated by reference herein.

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

| 3.2 | | | [By-Laws of The Boeing Company, as amended and restated, [removed: effective June 28, 2022 (Exhibit 3.2 to] [added: effective](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [August](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [2](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[9](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[, 202](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[3](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [(Exhibit 3.](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[1](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [to] the Company's Form 10-Q for the quarter [removed: ended June 30, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000001292722000058/a202206jun3010qex32.htm)] [added: ended](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [September](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [30, 202](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[3](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)] | | |

| [removed: 10.1] [added: 10.3] | | | [removed: [364-Day] [added: [Three-Year] Credit Agreement, dated as of August 25, 2022, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, [removed: N.A.] [added: N.A.,] as syndication agent and Citibank, N.A. and JPMorgan Chase [removed: Bank] [added: Bank,] N.A., as joint lead arrangers and joint book managers (Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K, dated August 25, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex101.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] | | |

| [removed: 10.2] [added: 10.5] | | | [removed: [Three-Year Credit Agreement,] [added: [Amendment No. 1,] dated as of August 25, 2022, [added: to Five-Year Credit Agreement, dated as of October 30, 2019,] among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and [removed: Citibank,] [added: Citibank] N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K, dated August 25, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex103.htm)] | | |

| [removed: 10.3] [added: 10.4] | | | [Five-Year Credit Agreement, dated as of October 30, 2019, among The Boeing Company, for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 30, 2019](http://www.sec.gov/Archives/edgar/data/12927/000119312519282034/d824547dex102.htm) | | |

| [removed: 10.4] [added: 10.2] | | | [removed: [Amendment No. 1, dated as of August 25, 2022, to Five-Year] [added: [Five-Year] Credit Agreement, dated as of [removed: October 30, 2019,] [added: August 24, 2023,] among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit [removed: 10.3 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [to] the Company’s [removed: Current Report on] Form [removed: 8-K, dated August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex103.htm)] [added: 10-Q for the quarter ended September 30, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)] | | |

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

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

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

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

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

| [removed: 10.10] [added: 10.11] | | | [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: 10.11] [added: 10.12] | | | [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: 10.12] [added: 10.15] | | | [removed: [Supplemental Executive Retirement Plan for Employees of The] [added: [The] Boeing [removed: Company,] [added: Company Executive Layoff Benefits Plan,] as amended and restated [removed: as of] [added: effective] January 1, [removed: 2016] [added: 2017] (Exhibit [removed: (10)(xvi)] [added: (10)(xviii)] to the Company’s Form 10-K for the year ended December 31, [removed: 2015)*](http://www.sec.gov/Archives/edgar/data/12927/000001292716000099/a201510kexhibit10xvi.htm)] [added: 2016)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000006/a10xviii-elbp2017.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | [The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex1013.htm)] [added: 2022* (Exhibit 10.13 to the Company's Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex1013.htm)] | | |

| [removed: 10.14] [added: 10.16] | | | [The Boeing Company [removed: Executive Layoff Benefits] [added: 2003 Incentive Stock] Plan, as amended and restated effective [removed: January 1, 2017] [added: December 9, 2021] (Exhibit [removed: (10)(xviii)] [added: 10.16] to the Company’s Form 10-K for the year ended December 31, [removed: 2016)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000006/a10xviii-elbp2017.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] | | |

| [removed: 10.15] [added: 10.17] | | | [The Boeing Company [removed: 2003] [added: 2023] Incentive Stock Plan, [removed: as amended and restated] effective [removed: December 9, 2021] [added: April 18, 2023] (Exhibit [removed: 10.16] [added: 10.9] to the Company’s Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex109.htm)] | | |

| [removed: 10.16] [added: 10.18] | | | [Form of [removed: Non-Qualified Stock Option Grant] [added: U.S.] Notice of Terms [added: of Non-Qualified Stock Option] (Exhibit [removed: (10)(xvii)(b)] [added: 10.1] to the Company’s [removed: Form 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2010)*](http://www.sec.gov/Archives/edgar/data/12927/000119312511028490/dex10xviib.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex101.htm)] | | |

| [removed: 10.17] [added: 10.20] | | | [Form of U.S. Notice of Terms of Non-Qualified Stock Option [added: for CEO] (Exhibit [removed: 10.1] [added: 10.3] to the Company’s 10-Q for the quarter ended March 31, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex101.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm)] | | |

| [removed: 10.18] [added: 10.19] | | | [Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex102.htm) | | |

| [removed: 10.19] [added: 10.23] | | | [Form of U.S. Notice of Terms of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Units] for CEO (Exhibit [removed: 10.3] [added: 10.6] to the Company’s 10-Q for the quarter ended March 31, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex106.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | [Form of U.S. Notice of Terms of Restricted Stock Units (Exhibit 10.4 to the Company’s 10-Q for the quarter ended March 31, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex104.htm) | | |

| [removed: 10.21] [added: 10.22] | | | [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: 10.22] [added: 10.38] | | | [removed: [Form of U.S.] [added: [U.S.] Notice of Terms of [added: Supplemental] Restricted Stock Units [removed: for CEO] (Exhibit [removed: 10.6] [added: 10.7] to the Company’s [added: Form] 10-Q for the quarter ended March 31, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex106.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex107.htm)] | | |

| [removed: 10.23] [added: 10.24] | | | [Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex102.htm) | | |

| [removed: 10.24] [added: 10.25] | | | [Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm) | | |

| [removed: 10.25] [added: 10.34] | | | [Form of [added: U.S.] Notice of Terms of [removed: Performance-Based] [added: Long-Term Incentive] Restricted Stock Units (Exhibit 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/a202003mar3110qexhibit103.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex103.htm)] | | |

| [removed: 10.26] [added: 10.29] | | | [Form of [removed: Performance Award] [added: U.S.] Notice [added: of Terms of Long-Term Incentive Restricted Stock Units] (Exhibit 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/a202003mar3110qexhibit104.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex104.htm)] | | |

| [removed: 10.27] [added: 10.36] | | | [Form of [added: U.S.] Notice of Terms of [added: Long-Term Incentive Performance] Restricted Stock Units (Exhibit 10.5 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: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex105.htm)] | | |

| [removed: 10.28] [added: 10.37] | | | [Form of International Notice of Terms of [removed: Performance-Based] [added: Long-Term Incentive Performance] Restricted Stock Units [added: (Stock-Settled)] (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: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex106.htm)] | | |

| [removed: 10.29] [added: 10.30] | | | [Form of International [removed: Performance Award] Notice [added: of Terms of Non-Qualified Premium-Priced Stock Option] (Exhibit [removed: 10.7] [added: 10.5] 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-qex105.htm)] | | |

| [removed: 10.30] [added: 10.31] | | | [Form of International Notice of Terms of [added: Long-Term Incentive] Restricted Stock Units (Exhibit [removed: 10.8] [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/a202003mar3110qexhibit108.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex106.htm)] | | |

| [removed: 10.31] [added: 10.39] | | | [removed: [Notice] [added: [U.S. Notice] of Terms of [removed: Supplemental] [added: Special] Restricted Stock [removed: Units,] [added: Units - CEO,] dated February [removed: 24, 2020] [added: 16, 2023] (Exhibit [removed: 10.1 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[1](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm) [to] the [removed: Company's Current] [added: Company’s](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm) [Current] Report on [removed: Form 8-K dated] [added: Form](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[8](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[\-](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[K](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[dated] February [removed: 23, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex101.htm)] [added: 16, 2023](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)] | | |

| [removed: 10.32] [added: 10.27] | | | [removed: [Notice] [added: [U.S. Notice] of Terms of [removed: Supplemental Performance-Based] [added: Long-Term Incentive] Restricted Stock [removed: Units,] [added: Units for CEO,] dated February [removed: 24, 2020] [added: 16, 2022] (Exhibit 10.2 to the [removed: Company's Current Report on] [added: Company’s] Form [removed: 8-K dated February 23, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000119312520046678/d893256dex102.htm)] [added: 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex102.htm)] | | |

| 10.33 | | | [Form of [removed: International] [added: U.S.] Notice of Terms of [removed: Supplemental] [added: Long-Term Incentive Performance] Restricted Stock Units [added: – CEO] (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended [removed: June 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit102.htm)] [added: March 31, 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex102.htm)] | | |

| [removed: 10.34] [added: 10.26] | | | [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) | | |

| [removed: 10.35] [added: 10.32] | | | [removed: [U.S.] [added: [Form of U.S.] Notice of Terms of Long-Term Incentive Restricted Stock Units [removed: for CEO, dated February 16, 2022] [added: – CEO] (Exhibit [removed: 10.2] [added: 10.1] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex102.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex101.htm)] | | |

| [removed: 10.36] [added: 10.28] | | | [Form of U.S. Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex103.htm) | | |

| [removed: 10.37] [added: 10.35] | | | [Form of [removed: U.S.] [added: International] Notice of Terms of Long-Term Incentive Restricted Stock Units [added: (Stock-Settled)] (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex104.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex104.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex104.htm)] | | |

| 21 | | | [List of Company [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex21.htm)] | | |

| 23 | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292723000007/a202212dec3110kex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex23.htm)] | | |

| 10.1 | | | [3](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex101.htm)[64-Day Credit Agreement, dated as of August 24, 2023, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. and JPMorgan Chase Bank N.A., as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex101.htm) | | |

| 10.13 | | | [Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [June](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [1, 20](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[21](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) | | |

| 97 | | | [The Bo](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex97.htm)[eing C](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex97.htm)[ompany](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex97.htm) [Clawback Policy](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex97.htm) | | |

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

| 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) | | |

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

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: 27, 2023.][added: 31, 2024.]

| | | | | | | [removed: Carol] [added: Michael] J. [removed: Hibbard] [added: Cleary] – Senior Vice President and Controller | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January [removed: 27, 2023.][added: 31, 2024.]

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

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

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

| Lynne M. Doughtie – Director | | | | | | [removed: Steven] [added: John] M. [removed: Mollenkopf] [added: Richardson] – Director | | |

| David L. Gitlin – Director | | | | | | [removed: John M. Richardson] [added: Sabrina Soussan] – Director | | |

| By: | | | | | | /s/ Michael J. Cleary | | |

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

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

| /s/ Michael J. Cleary | | | | | | /s/ Lawrence W. Kellner | | |

| Michael J. Cleary – Senior Vice President and Controller | | | | | | Lawrence W. Kellner – Chair of the Board | | |

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

| Robert A. Bradway – Director | | | | | | Steven M. Mollenkopf – Director | | |

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

| /s/ David L. Gitlin | | | | | | /s/ Sabrina Soussan | | |

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

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

| | | | | | | | | |

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

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

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

| Carol J. Hibbard – Senior Vice President and Controller | | | | | | David L. Joyce – Director | | |

| /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 | | |