Boeing (BA) 10-K risk factor changes: FY2024 vs FY2023

The principal factors underlying long-term traffic growth are sustained economic growth and political stability [removed: both] in [added: both] developed and emerging markets.

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

In addition, because our commercial aircraft backlog consists of aircraft scheduled for delivery over a period of several years, any of these macroeconomic, industry or customer impacts could [removed: unexpectedly] affect deliveries over a long period.

*We enter into firm fixed-price aircraft sales contracts with indexed price escalation clauses, which [removed: could subject] [added: subjects] us to losses if we have cost overruns or if increases in our costs exceed the applicable escalation rate.* Commercial aircraft sales contracts are [removed: often] [added: typically] entered into years before the aircraft are delivered.

Airlines also are experiencing increased fuel and other costs, and the global economy has experienced [added: and may continue to experience] high inflation.

The commercial aircraft business is extremely complex, involving extensive coordination and integration with [removed: 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.

[removed: If] [added: There have been delays on each of these development programs and if] we experience [added: additional] delays in achieving [removed: certification and/or incorporating safety enhancements,] [added: certification,] our financial position, results of operations and cash flows would be adversely impacted.

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

We continue to monitor the health and stability of [added: the supply chain.]

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

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

For additional information on U.S. government appropriations and budgets, see “Management’s Discussion [removed: &] [added: and] Analysis [removed: -] [added: of Financial Condition and Results of Operations –] Additional Considerations [removed: -] [added: –] U.S. Government Funding” on page [removed: 28] [added: 31] of this Form 10-K.

[added: If we and our suppliers] are unable to adjust to these changing acquisition priorities and policies, our revenues and market share could be impacted.

In addition, if one or more of the raw materials on which we depend (such as aluminum, titanium or composites) becomes unavailable to us or our suppliers, or is available only at very high prices, [added: including as a result of increased tariffs and trade restrictions, or has quality issues or defects,] we may be unable to deliver one or more of our products in a timely fashion or at budgeted costs.

Some of our and our suppliers’ workforces are represented by labor [removed: unions, which may lead to work stoppages.][added: unions.]

Approximately [removed: 57,000] [added: 58,000] employees, which constitute [removed: 33%] [added: 34%] of our total workforce, were union represented as of December 31, [removed: 2023] [added: 2024] under collective bargaining agreements with varying durations and expiration dates.

[removed: We] [added: As of December 31, 2024, we had 9 unions in the U.S. with 27 independent agreements and 18 employee representative bodies internationally, and we] cannot predict how stable our union [removed: relationships, currently with 10 U.S. labor organizations and 4 non-U.S. labor organizations,] [added: relationships] will be or whether we will be able to meet the unions’ [removed: requirements without impacting our financial condition.][added: requirements.]

Union actions at suppliers [removed: can] also affect us.

Work stoppages and instability in our union relationships [removed: could] delay the production and/or development of our products, which could strain relationships with customers and result in lower revenues.

The markets in which we operate are highly competitive and one or more of our competitors may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do [removed: in some areas.]

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 [added: international market.]

In [removed: 2023,] [added: 2024,] non-U.S. customers, which include foreign military sales (FMS), accounted for approximately [removed: 42%] [added: 46%] of our revenues.

- [removed: changes in] [added: tariffs, duties or penalties attributable to] the [removed: global trade environment, including disputes with authorities in non-U.S. jurisdictions, including international trade authorities, that] [added: importation of raw materials, parts, products and services, which] could impact sales and/or delivery of products and services outside the U.S. and/or impose costs on [added: us,] our [removed: customers in the form of tariffs, duties] [added: suppliers] or [removed: penalties attributable to the importation of Boeing products and services;][added: our customers;]

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

Certain aircraft parts and components that Boeing procures are subject to these [removed: tariffs.]

[removed: Several factors determine] [added: Estimation of the] accounting [removed: quantity,] [added: quantity for a program takes into account several factors] including firm orders, letters of intent from prospective customers and market studies.

In addition, on development programs such as the 777X, 737-7 and [removed: 737-10] [added: 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 the timing of future certifications, which could have an impact on overall program status.

[removed: For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis – Critical] Accounting Estimates – Accounting for Long-term Contracts/Program Accounting” on pages [removed: 46] [added: 49] - [removed: 47] [added: 51] and Note 1 to our Consolidated Financial Statements on pages [removed: 57] [added: 60] - [removed: 67] [added: 70] of this Form 10-K.

Whether we realize the anticipated benefits from these [removed: acquisitions] [added: acquisitions, including our acquisition of Spirit,] and related activities depends, in part, upon our ability to integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management team and other personnel of the acquired operations.

Accordingly, our financial results could be adversely affected by unanticipated performance issues, legacy liabilities, [added: cybersecurity issues or vulnerabilities,] transaction-related charges, amortization of expenses related to intangibles, charges for impairment of long-term assets, credit [added: guarantees, partner performance and indemnifications.]

In [removed: 2023, 37%] [added: 2024, 42%] of our revenues were earned pursuant to U.S. government contracts, which include Foreign Military Sales (FMS) through the U.S. government.

Further uncertainty with respect to ongoing programs could [removed: also] result in the [removed: event that the] U.S. government [removed: finances] [added: financing] its operations through temporary funding measures such as “Continuing Resolutions” rather than full-year appropriations.

[added: We also] could suffer reputational harm if allegations of impropriety were made against us, even if such allegations are later determined to be false.

Our BDS and BGS defense businesses generated approximately [removed: 58%] [added: 54%] and [removed: 65%] [added: 63%] of their [removed: 2023] [added: 2024] revenues from fixed-price contracts.

[removed: While fixed-price] [added: Fixed-price development] contracts [removed: enable us to benefit from performance improvements, cost reductions and efficiencies, they also] subject us to the risk of reduced margins or incurring losses if we are unable to achieve estimated costs and revenues.

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

Our BDS and BGS defense businesses generated approximately [removed: 42%] [added: 46%] and [removed: 35%] [added: 37%] of their [removed: 2023] [added: 2024] revenues from cost-type contracting arrangements.

Risks Related to [removed: Cybersecurity] [added: Technology, Security] and Business Disruptions

[removed: Unauthorized] [added: Compromised or unauthorized] access [removed: to] [added: of] our, our customers’ and/or our suppliers’ [removed: information and] systems [added: or data] could negatively impact our business.

We face various [removed: cyber security] [added: cybersecurity] 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.

An investment in our securities involves risks and uncertainties, including those described below, which can materially affect our business, financial position, results of operations and cash flows.

These risk factors should be carefully reviewed in conjunction with the other information in this report, including “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes.

Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

For example, as a result of the Alaska Airlines 737-9 accident in January 2024, the FAA investigated the 737 quality control system, including Spirit, and increased its oversight of our production and quality and safety management systems.

The FAA identified multiple instances where we and Spirit failed to comply with manufacturing quality control requirements.

As part of our plan to improve safety and quality and to address the issues identified by the FAA, we slowed 737 production rates and delayed planned production rate increases to reduce traveled work in our factory and at our suppliers.

These actions significantly impacted our financial position, results of operations and cash flows during the year ended December 31, 2024, and are expected to continue to impact our financial position, results of operations and cash flows as we work to increase production and improve factory performance.

Work stoppages by our employees have adversely affected and could continue to adversely affect our business, financial condition, results of operations and/or cash flows.

Future work stoppages by our or our suppliers’ employees could also adversely impact our business.

On September 12, 2024, our contract with IAM 751, which represents over 30,000 Boeing manufacturing employees primarily located in Washington state, expired and 96% of IAM 751 members voted to initiate a strike.

On November 4, 2024, members of IAM 751 voted to ratify a new contract, thereby ending the strike.

As a result of the strike, production of our commercial aircraft, other than the 787 production in Charleston, and certain of our Defense, Space & Security products halted, adversely impacting our business and financial position.

Net cash used by operating activities for the year ended December 31, 2024, was $12.1 billion and we expect further negative operating cash flows to continue in future quarters as we work to ramp up production and deliveries.

The new contract with IAM 751 and pay enhancements for certain non-union employees is adversely impacting our financial position, results of operations and cash flows.

in some areas.

- changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries;

- disputes with authorities in non-U.S. jurisdictions, including international trade authorities;

tariffs.

For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical

Our pending acquisition of Spirit AeroSystems Holdings, Inc. (Spirit) subjects us to various risks and uncertainties, including risks that we may not complete the acquisition or realize the anticipated benefits in the expected timeframe or at all.

On June 30, 2024, we entered into an Agreement and Plan of Merger (Merger Agreement) to acquire Spirit in an all-stock transaction that will include the assumption of Spirit's net debt at closing.

Completion of our acquisition of Spirit is subject to a number of conditions set forth in the Merger Agreement.

On January 31, 2025, Spirit’s stockholders approved the Merger Agreement and the related transactions.

Some of the remaining conditions, such as certain regulatory approvals and the ability of Spirit to enter into definitive agreements relating to the disposition of Spirit operations related to certain Airbus commercial work packages and consummate the related transactions, are beyond our control, which make the completion of our acquisition of Spirit (and the timing thereof) uncertain.

In addition, if Spirit or Boeing exercise certain termination rights included in the Merger Agreement, the acquisition will not be consummated.

Furthermore, the governmental authorities from which regulatory approvals related to the acquisition are required may impose burdensome or unacceptable conditions on the completion of the acquisition, require changes to the terms of the Merger Agreement, or prevent or delay the consummation of the acquisition.

If the acquisition is not completed, our ongoing business may be adversely affected and we will be subject to a number of risks, including expenditure of time and resources, negative reactions from stakeholders, and potential stock price fluctuations.

If we are successful in completing the acquisition, we will be subject to other risks, including those related to the assumption of Spirit's net debt and other obligations at closing, which could adversely impact our financial position, results of operations and cash flows.

Difficulties in integrating Spirit may result in the failure to realize anticipated benefits of the acquisition (including anticipated synergies and quality improvements) in the expected timeframe or at all, as well as operational challenges, the diversion of management’s attention from other ongoing business concerns, and unforeseen expenses, which may have an adverse impact on our operations and our financial position, results of operations, and cash flows.

For additional information on the acquisition, see Note 2 to our Consolidated Financial Statements.

For example, during the year ended December 31, 2024, BDS recorded $5.0 billion of

Higher supplier pricing, the IAM 751 work stoppage, higher labor costs and an inexperienced workforce also contributed to earnings charges and lower earnings in 2024.

Managing a complex, global IT infrastructure exposes us to a variety of risks that could negatively impact our business.

Our company runs on a complex global technology infrastructure consisting of millions of physical and digital systems dispersed around the world and managed by different parts of the business.

This decentralized model exposes us to a variety of risks.

For example, integrating and maintaining interoperability across numerous, geographically dispersed systems may result in inefficiencies, increased costs, and operational disruptions.

Further, ineffective monitoring or inconsistent policies across systems may result in errors, fraud, or noncompliance with regulatory requirements.

Decentralized systems also may increase the risk of unauthorized access, data breaches, or

noncompliance with data privacy laws and other regulatory requirements governing the handling and control of sensitive data.

For additional information about legal proceedings, investigations and inquiries, see Note 22 to our Consolidated Financial Statements.

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

We urge investors to consider carefully the risk factors described below in evaluating the information contained in this report.

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.

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.

If we and our suppliers

We continue proactively working to ensure sufficient material and parts to avoid potential near-term production disruptions, while also working to mitigate the risk of future impacts from disruptions to our supply chain.

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

We experienced a work stoppage in 2008 when a labor strike halted commercial aircraft and certain BDS program production.

international market.

guarantees, partner performance and indemnifications.

While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful.

We also

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

To address these risks, we maintain an extensive network of technical security controls, policy enforcement mechanisms, monitoring systems, contractual arrangements, tools and related services, and management and Board oversight.

We may be unable to obtain debt to fund our operations and contractual commitments at competitive rates, on commercially reasonable terms or in sufficient amounts.

In addition, as of December 31, 2023, our airplane financing commitments totaled $17.0 billion.

These risks will be particularly acute if we are subject to further credit rating downgrades such as those we experienced in 2020.

A number of factors could cause us to incur increased borrowing costs and to have greater difficulty accessing public and private markets for debt.

These factors include disruptions or declines in the global capital markets and/or a decline in our financial performance, outlook or credit ratings and/or changes in demand for our products and services.

The occurrence of any or all of these events may adversely affect our ability to fund our operations and contractual or financing commitments.

In [removed: 2023,] [added: 2024,] global air traffic [removed: largely recovered] [added: continued] to [added: expand beyond] 2019 levels with domestic travel continuing to be the most robust and the single-aisle market following closely.

International travel [removed: has mostly recovered] [added: also surpassed pre-pandemic levels during 2024] and the wide-body market continues to [removed: be paced by] [added: improve with] the international travel recovery.

The transition in the international commercial market from recovery to normal market conditions is [removed: progressing slowly] [added: continuing to progress] as China international travel remains below 2019 levels.

[removed: We and] [added: Certain of] our suppliers are also experiencing [removed: inflationary pressures.][added: financial difficulties.]

The International Air Transport Association (IATA) is estimating [removed: 2023] [added: 2024] industry-wide [removed: profit] [added: net profits] of [removed: $23.3] [added: $31.5] billion, up from its forecast of [removed: $4.6] [added: $25.7] billion a year ago, primarily driven by North America, Europe and the Middle East.

For [removed: 2024,] [added: 2025,] IATA is forecasting [removed: $25.7] [added: $36.6] billion in [added: net] profits for the industry globally.

The overall outlook continues to stabilize as we face uncertainties in the environment in the near- to medium-term as airlines are facing persistently high and volatile [removed: cost of fuel and tight labor conditions.][added: costs.]

The global economy is expecting [removed: an] [added: a continued] 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.

Our Commercial Market Outlook forecast projects a [removed: 3.5%] [added: 3.2%] growth rate 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 [added: project demand for approximately 43,975 new airplanes over the next 20 years.]

The industry remains vulnerable to exogenous developments including fuel price spikes, [added: potential new or increased tariffs, changing energy policies,] credit market shocks, acts of terrorism, natural disasters, conflicts, epidemics, pandemics and increased global environmental regulations.

| Years ended December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | [removed: $77,794] [added: $66,517] | | | | | | [removed: $66,608] [added: $77,794] | | | | | | [removed: $62,286] [added: $66,608] | | |

| Loss from operations | | | [removed: ($773)] [added: ($10,707)] | | | | | | [removed: ($3,519)] [added: ($773)] | | | | | | [removed: ($2,870)] [added: ($3,519)] | | |

| Operating margins | | | [removed: (1.0)] [added: (16.1)] | | % | | | | [removed: (5.3)] [added: (1.0)] | | % | | | | [removed: (4.6)] [added: (5.3)] | | % |

| Effective income tax rate | | | [removed: (11.8)] [added: 3.1] | | % | | | | [removed: (0.6)] [added: (11.8)] | | % | | | | [removed: 14.8] [added: (0.6)] | | % |

| Net loss attributable to Boeing [removed: Shareholders] [added: shareholders] | | | [removed: ($2,222)] [added: ($11,817)] | | | | | | [removed: ($4,935)] [added: ($2,222)] | | | | | | [removed: ($4,202)] [added: ($4,935)] | | |

| Diluted loss per share | | | [removed: ($3.67)] [added: ($18.36)] | | | | | | [removed: ($8.30)] [added: ($3.67)] | | | | | | [removed: ($7.15)] [added: ($8.30)] | | |

| Core operating loss | | | [removed: ($1,829)] [added: ($11,811)] | | | | | | [removed: ($4,662)] [added: ($1,829)] | | | | | | [removed: ($4,043)] [added: ($4,662)] | | |

| Core operating margins | | | [removed: (2.4] [added: (17.8)] | | [removed: %)] [added: %] | | | | [removed: (7.0] [added: (2.4)] | | [removed: %)] [added: %] | | | | [removed: (6.5] [added: (7.0)] | | [removed: %)] [added: %] |

| Core loss per share | | | [removed: ($5.81)] [added: ($20.38)] | | | | | | [removed: ($11.06)] [added: ($5.81)] | | | | | | [removed: ($9.44)] [added: ($11.06)] | | |

See pages [removed: 43] [added: 46] - [removed: 45] [added: 48] for important information about these non-GAAP measures and reconciliations to the most directly comparable GAAP measures.

| Commercial Airplanes | | | [removed: $33,901] [added: $22,861] | | | | | | [removed: $26,026] [added: $33,901] | | | | | | [removed: $19,714] [added: $26,026] | | |

| Defense, Space & Security | | | [removed: 24,933] [added: 23,918] | | | | | | [removed: 23,162] [added: 24,933] | | | | | | [removed: 26,540] [added: 23,162] | | |

| Global Services | | | [removed: 19,127] [added: 19,954] | | | | | | [removed: 17,611] [added: 19,127] | | | | | | [removed: 16,328] [added: 17,611] | | |

| Unallocated items, eliminations and other | | | [removed: (167)] [added: (216)] | | | | | | [removed: (191)] [added: (167)] | | | | | | [removed: (296)] [added: (191)] | | |

| Total | | | [removed: $77,794] [added: $66,517] | | | | | | [removed: $66,608] [added: $77,794] | | | | | | [removed: $62,286] [added: $66,608] | | |

Revenues [removed: increased] [added: decreased] by [removed: $4,322] [added: $11,277] million in [removed: 2022] [added: 2024] compared with [removed: 2021] [added: 2023] driven by [removed: higher] [added: lower] revenues at BCA and [removed: BGS,] [added: BDS,] partially offset by [removed: lower] [added: higher] revenues at [removed: BDS.][added: BGS.]

BGS revenues increased by [removed: $1,283] [added: $827] million primarily due to higher commercial services [removed: volume, partially offset by lower government services volume and performance.][added: revenue.]

[removed: Revenues] [added: We expect that revenues] will continue to be significantly impacted until [added: deliveries ramp up,] the global supply chain stabilizes, [added: and] labor instability [removed: diminishes, and deliveries ramp up.][added: diminishes.]

| Commercial Airplanes | | | [removed: ($1,635)] [added: ($7,969)] | | | | | | [removed: ($2,341)] [added: ($1,635)] | | | | | | [removed: ($6,377)] [added: ($2,341)] | | |

| Defense, Space & Security | | | [removed: (1,764)] [added: (5,413)] | | | | | | [removed: (3,544)] [added: (1,764)] | | | | | | [removed: 1,544] [added: (3,544)] | | |

| Global Services | | | [removed: 3,329] [added: 3,618] | | | | | | [removed: 2,727] [added: 3,329] | | | | | | [removed: 2,017] [added: 2,727] | | |

| Segment operating loss | | | [removed: (70)] [added: (9,764)] | | | | | | [removed: (3,158)] [added: (70)] | | | | | | [removed: (2,816)] [added: (3,158)] | | |

| Unallocated items, eliminations and other | | | [removed: (1,759)] [added: (2,047)] | | | | | | [removed: (1,504)] [added: (1,759)] | | | | | | [removed: (1,227)] [added: (1,504)] | | |

| Pension FAS/CAS service cost adjustment | | | [removed: 799] [added: 811] | | | | | | [removed: 849] [added: 799] | | | | | | [removed: 882] [added: 849] | | |

| Postretirement FAS/CAS service cost adjustment | | | [removed: 257] [added: 293] | | | | | | [removed: 294] [added: 257] | | | | | | [removed: 291] [added: 294] | | |

| Loss from operations (GAAP) | | | [removed: ($773)] [added: ($10,707)] | | | | | | [removed: ($3,519)] [added: ($773)] | | | | | | [removed: ($2,870)] [added: ($3,519)] | | |

| FAS/CAS service cost adjustment(1) | | | [removed: (1,056)] [added: (1,104)] | | | | | | [removed: (1,143)] [added: (1,056)] | | | | | | [removed: (1,173)] [added: (1,143)] | | |

| Core operating loss (Non-GAAP)(2) | | | [removed: ($1,829)] [added: ($11,811)] | | | | | | [removed: ($4,662)] [added: ($1,829)] | | | | | | [removed: ($4,043)] [added: ($4,662)] | | |

Our 737-9 operators returned their fleets to service in the first quarter.

As a result of the accident, the FAA performed an investigation into the 737 quality control system.

In the second quarter of 2024, we submitted a comprehensive safety and quality plan to the FAA to address the issues identified.

As part of our plan to improve quality and safety and to address the issues identified, we slowed production rates and delayed planned production rate increases to reduce traveled work in our factory, as well as at our suppliers.

We also began taking additional actions to improve safety and quality, which include investing in workforce training, simplifying plans and processes, eliminating defects, and enhancing our safety and quality culture.

The Alaska Airlines accident and our resulting actions, including slowing production, to improve compliance with our manufacturing quality control requirements significantly impacted our financial position, results of operations and cash flows during 2024.

On November 4, 2024, the International Association of Machinists and Aerospace Workers District 751 (IAM 751) voted to ratify a new contract, thereby ending the work stoppage initiated on September 13, 2024, which paused production of certain commercial aircraft models (737, 767, 777 and 777X aircraft) as well as production of commercial derivative aircraft for our Defense, Space & Security business (KC-46A Tanker and P-8A Poseidon).

Production for all programs resumed in December 2024.

The IAM 751 work stoppage significantly reduced aircraft deliveries in the second half of 2024.

The new contract with IAM 751 and pay enhancements for certain non-union employees is adversely impacting our financial position, results of operations and cash flows.

BCA revenues decreased by $11,040 million primarily driven by lower deliveries across all programs and 737-9 customer considerations related to the January 2024 grounding.

BDS revenues decreased by $1,015 million primarily due to higher net unfavorable cumulative contract catch-up adjustments on major fixed-price development programs.

| Years ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

BCA loss from operations increased by $6,334 million primarily due to reach-forward losses on the 777X and 767 programs, 737-9 customer considerations related to the January 2024 grounding, lower deliveries, and lower margins driven by production disruption including the IAM 751 work stoppage and new agreement, and higher research and development expense, partially offset by lower abnormal production costs.

BDS loss from operations increased by $3,649 million compared to the same period in 2023 primarily due to higher net unfavorable cumulative contract catch-up adjustments in 2024 on major fixed-price development programs.

Loss from operations on Unallocated items, eliminations and other increased by $288 million in 2024 primarily due to an increase in eliminations and other unallocated items expense, partially offset by an increase in share-based plans income.

Unallocated Items, Eliminations and Other

| Years ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

Share-based plans income increased by $109 million in 2024 primarily due to fewer outstanding share-based awards in 2024 and the timing of corporate allocations.

Deferred compensation expense decreased by $74 million in 2024 primarily driven by changes in our stock price.

Eliminations and other unallocated items expense increased by $411 million in 2024 primarily due to a second quarter earnings charge of $244 million that reflects a fine that would be paid if an agreement with the U.S. Department of Justice is approved by the federal district court.

| Years ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Pension FAS/CAS service cost adjustment | | | 811 | | | | | | 799 | | | | | | 849 | | |

| Years ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Loss from operations | | | ($10,707) | | | | | | ($773) | | | | | | ($3,519) | | |

| Net loss attributable to Boeing shareholders | | | ($11,817) | | | | | | ($2,222) | | | | | | ($4,935) | | |

The decreased income in 2024 compared to 2023 was primarily due to lower expected return on plan assets and higher amortization of net actuarial losses, partially offset by lower interest cost.

The increased income in 2024 was primarily due to lower interest cost, partially offset by amortization of prior service credits.

For additional discussion related to Postretirement Plans, see Note 17 to our Consolidated Financial Statements.

Interest and debt expense increased by $266 million in 2024 primarily due to higher average debt balances.

Cost of sales decreased by $1,562 million in 2024 compared with 2023, primarily due to lower revenues at BCA, partially offset by the reach-forward losses on the 777X and 767 programs and higher charges on the BDS fixed-price development programs.

Cost of sales as a percentage of Revenues increased in 2024 compared to 2023 primarily due to the reach-forward losses on the 777X and 767 programs, lower margins at BCA, and higher charges on the BDS fixed-price development programs.

| Years ended December 31, | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Years ended December 31, | | | 2024 | | | | | | 2023 | | |

| Total Backlog | | | $521,336 | | | | | | $520,195 | | |

We may experience reductions to backlog and/or significant order cancellations due to various factors including delivery delays, production disruptions and delays to entry into service of the 777X, 737-7 and/or 737-10.

U.S. Government Funding Considerable uncertainty exists regarding how future U.S. government budget and program decisions will unfold, including the spending priorities of the new Administration and Congress.

The Continuing Resolution (CR) enacted on December 21, 2024, continues federal funding at fiscal year 2024 appropriated levels through March 14, 2025.

We rely on the U.S. government in various aspects of our defense, commercial and service businesses.

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

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

BCA revenues increased by $6,312 million primarily driven by higher 737 and 787 deliveries.

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

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

BCA loss from operations decreased by $4,036 million primarily due to the absence in 2022 of the $3,460 million reach-forward loss taken on the 787 program in 2021, higher 737 deliveries and lower abnormal production costs, partially offset by higher research and development spending, charges related to the war in Ukraine and other period expenses.

The lower expense in 2022 compared to 2021 was due to decreased grants of restricted stock units (RSUs) and other share-based compensation.

Eliminations and other unallocated expense increased by $498 million in 2022 primarily due to a $200 million settlement with the Securities and Exchange Commission related to the 737 MAX accidents, lower income from operating investments and an increase in environmental remediation expense.

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

The increased income in 2022 was due to lower amortization of net actuarial losses.

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

Cost of sales increased by $3,841 million in 2022 compared with 2021, primarily due to charges recorded at BDS and higher revenues at BCA.

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

If we are unable to deliver aircraft to customers in China consistent with our assumptions, and/or entry into service of the 777X, 737-7 and/or 737-10 is further delayed, we may experience reductions to backlog and/or significant order cancellations.

Since 2018, the U.S. and China have imposed tariffs on each other’s imports.

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

We are mitigating import costs through Duty Drawback Customs procedures.

Beginning in June 2018, the U.S. Government imposed tariffs on steel and aluminum imports.

In response to these tariffs, several major U.S. trading partners have imposed, or announced their intention to impose, tariffs on U.S. goods.

The U.S. has subsequently reached agreements with Mexico, Canada, Japan, the United Kingdom, and the European Union, to ease or remove tariffs on steel and/or aluminum.

We continue to monitor the potential for any extra costs that may result from the remaining global tariffs.

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.

With government support, Airbus has historically invested heavily to create a family of products to compete with ours.

After the acquisition of a majority share of Bombardier’s C Series (now A220) in 2018, Airbus continues to expand in the 100-150 seat transcontinental market.

Other competitors are also in different phases of developing commercial jet aircraft, including Commercial Aircraft Corporation of China, Ltd. (COMAC), which delivered its first C919 aircraft in 2022.

Some of these competitors have historically enjoyed access to government-provided financial support, including “launch aid,” which greatly reduces the cost and commercial risks associated with airplane development activities.

This has enabled the development of airplanes without broad commercial viability; others to be brought to market more quickly than otherwise possible; and many offered for sale below market-based prices.

Competitors continue to make improvements in efficiency, which may result in funding product development, gaining market share and improving earnings.

BCA revenues increased by $6,312 million in 2022 compared with 2021 primarily due to higher 737 and 787 deliveries in 2022.

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cumulative deliveries | | | 7,745 | | | | | | 1,567 | | | | | | 1,238 | | | | | | 1,677 | | | | | | 1,006 | | | | | | | | |

| Deliveries | | | 263 | | | (16) | | | 7 | | | | | | 32 | | | (13) | | | 24 | | | | | | 14 | | | | | | 340 | | |

The 2021 loss includes a reach-forward loss on the 787 program of $3,460 million.

The improved performance in 2022 also reflects higher 737 deliveries and lower abnormal production costs, partially offset by higher research and development spending, charges related to the war in Ukraine and other period expenses.

Abnormal production costs in 2021 were $2,355 million, including $1,887 million related to the 737 program and $468 million related to the 787 program.

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

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

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Program accounting quantities | | | 10,400 | | | | | | 1,574 | | | | | | 1,243 | | | | | | 1,750 | | | | | | 350 | | | | | | 1,500 | | | | | |

| Undelivered units under firm orders | | | 3,414 | | | | | | 6 | | | | | | 108 | | | | | | 58 | | | | | | 253 | | | | | | 411 | | | (14) | | |

At December 31, [removed: 2023,] [added: 2024,] 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: $361] [added: $428] million.

At December 31, [removed: 2023,] [added: 2024,] a 10% increase or decrease in the market price in our commodity derivatives would have increased or decreased our unrealized losses by [removed: $37] [added: $28] million.

As of December 31, [removed: 2023,] [added: 2024,] the deferred compensation liability, which is being marked to market, was [removed: $1.6] [added: $1.7] billion.

A 10% change in the fair value of these investment funds would increase or decrease the liability by [removed: $164] [added: $168] million.

As of December 31, [removed: 2023 and 2022,] [added: 2024,] Boeing’s total workforce was approximately [removed: 171,000 and 156,000] [added: 172,000] with [removed: 14% and 13%] [added: 15%] located outside of the U.S. [added: As of December 31, 2024, our global workforce was comprised of approximately 24% women, and our U.S. workforce was comprised of 39% racial and ethnic minorities and 14% U.S. veterans.]

As of December 31, [removed: 2023,] [added: 2024,] our workforce included approximately [removed: 57,000] [added: 58,000] union members.

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

| The International Association of Machinists and Aerospace Workers (IAM) | | | 21% | | | We have two major agreements; one with IAM District [removed: 751 (Washington)] [added: 837 (Missouri)] expiring in [removed: September 2024] [added: July 2025] and one with IAM District [removed: 837 (Missouri)] [added: 751 (Washington)] expiring in [removed: July 2025.] [added: September 2028.] | | |

[removed: To attract] [added: Our compensation program is designed to attract, reward] and retain the best-qualified [removed: talent, we offer] [added: talent with] competitive [added: compensation and] benefits, including [removed: market-competitive compensation,] healthcare, paid time off, parental leave, retirement benefits, tuition assistance, employee skills [removed: development,] [added: and] leadership development [added: programs,] and [removed: rotation] [added: mental and physical well-being] programs.

We also invest in rewarding performance and have established a multi-level recognition program [removed: for the purpose of acknowledging] [added: to acknowledge] the achievements of excellent individual or team performance.

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

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

[removed: We] [added: Additionally, we continue to focus on creating a culture where all employees feel empowered to speak up and] provide [removed: several] [added: multiple] channels for all employees to [removed: speak up,] ask for guidance and report [removed: concerns] [added: concerns, including those] related to [removed: ethics or] [added: ethics,] safety [removed: violations.][added: or quality.]

BDS faces strong competition primarily from Lockheed Martin Corporation, Northrop Grumman Corporation, [removed: Raytheon Technologies] [added: RTX] Corporation, General Dynamics Corporation and SpaceX.

BDS expects the trend of strong competition to continue into [removed: 2024.][added: 2025.]

BGS expects the market to remain highly competitive in [removed: 2024,] [added: 2025,] 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 [added: to pay the difference between the original contract price and the cost to re-procure the contract items,]

[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.

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

We continually assess our compliance status and management of environmental matters to [removed: ensure our operations are in] [added: monitor] compliance with [removed: all] applicable environmental laws and regulations.

For additional information relating to environmental contingencies, see Note [removed: 13] [added: 14] to our Consolidated Financial Statements.

We are highly dependent on the availability [added: and quality] of essential materials, parts and subassemblies from our suppliers and subcontractors.

[removed: 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 has and could continue to adversely affect product quality, production schedules and program/contract profitability, thereby jeopardizing our ability to fulfill commitments to our customers.

[removed: Forward-Looking] [added: Cautionary Note About Forward-Looking] Statements

Words such as “may,” [added: “will,”] “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and [added: other] similar [removed: expressions] [added: words or expressions, or the negative thereof,] generally [added: can be used to help] identify these forward-looking statements.

[removed: These] [added: Forward-looking] statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict.

[added: 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.

Our prior contract with the International Association of Machinists and Aerospace Workers District 751 (IAM 751) expired on September 12, 2024, and 96% of IAM 751 members voted to initiate a strike.

The strike lasted until November 4, 2024, when IAM 751 members voted to ratify a new contract.

As a result of the strike, we paused production of our commercial aircraft (other than the 787 production in Charleston) and certain of our BDS products, adversely impacting our business and financial position.

During the strike, we implemented hiring freezes and announced plans to reduce our overall workforce.

For information on risks related to our human capital, see “Risks Related to Our Business and Operations” in Item 1A.

Risk Factors.

We are committed to creating a work environment where every teammate around the world can perform at their best and grow their careers while supporting our company’s mission to protect, connect and explore our world and beyond.

In 2024, Boeing employees completed approximately 5.9 million hours of learning and approximately 14,000 Boeing employees leveraged our tuition assistance program to pursue degrees, professional certificates and individual courses in strategic fields of study.

For example, as a result of the Alaska Airlines 737-9 accident in January 2024, the FAA investigated the 737 quality control system, including Spirit AeroSystems Holdings, Inc. (Spirit), and increased its oversight of our production and quality and safety management systems.

In addition, the FAA communicated it will not approve production rate increases beyond 38 per month or additional production lines until Boeing has complied with required quality and safety standards.

While we maintain an extensive qualification and performance surveillance system to control risk

We have also experienced significant increases in supplier prices which are adversely affecting our business.

Guided by our values, we are committed to creating a company where everyone is included and respected, and where we support each other in reaching our full potential.

We are committed to diverse representation across all levels of our workforce to reflect the vibrant and thriving diversity of the communities in which we live and work.

In May 2023, we released our third Global Equity, Diversity and Inclusion report with our workforce composition.

As of December 2022, our global workforce was comprised of approximately 24% women, and our U.S. 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 176 chapters globally that focus on gender, race and ethnicity, generations, gender identity, sexual orientation, disability or veteran status.

These groups help foster inclusion among all teammates, build awareness, recruit and retain a diverse workforce and support the company in successfully operating in a global, multicultural business environment.

In 2023, our voluntary resignation rate was approximately 3%.

Additionally, we hired approximately 23,000 new employees in 2023 for critical skills and had an offer acceptance rate of 82%.

Employees are encouraged to provide feedback about their experience through ongoing employee engagement activities.

Boeing actively listens to its employees via surveys ranging from pre-hire to exiting the company.

These voluntary surveys provide aggregate trend reports for the company to address in real time and ensure Boeing maintains an employee-focused experience and culture.

For 2023, Boeing employees completed approximately 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 approximately 500 accredited colleges and universities, online and across the globe through our tuition assistance program.

Approximately 13,000 Boeing employees leveraged these programs in 2023.

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.

As a result of the Russia Ukraine war, we ceased purchasing titanium from Russia.

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

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

We incorporate by reference into this Item our disclosures made in Note 22 to our Consolidated Financial Statements.

Currently, we are involved in a number of legal proceedings.

For a discussion of contingencies related to legal proceedings, see Note 21 to our Consolidated Financial Statements, which is hereby incorporated by reference.

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| [removed: (Title] [added: Title] of each [removed: class)] [added: class] | | | | | | [removed: (Trading Symbol)] [added: Trading Symbol(s)] | | | | | | [removed: (Name] [added: Name] of each exchange on which [removed: registered)] [added: registered] | | |

As of June 30, [removed: 2023,] [added: 2024,] there were [removed: 602,885,744 common] [added: 615,530,689] shares [added: of common stock] outstanding held by non-affiliates of the registrant, and the aggregate market value of the [removed: common] shares [added: of common stock] (based upon the closing price of these shares on the New York Stock Exchange) was approximately [removed: $127.3] [added: $112.0] billion.

The number of shares of the registrant’s common stock outstanding as of January [removed: 24, 2024] [added: 27, 2025] was [removed: 610,135,205.][added: 750,074,411.]

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: 2023.][added: 2024.]

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| [PART [removed: I](#i9149106403e040fe8e078ca3aa8307d3_13)] [added: I](#id1c05d330321418986ba31cdc86483bf_13)] | | | | | | | | | Page | | |

| | | | [Item [removed: 1.](#i9149106403e040fe8e078ca3aa8307d3_16)] [added: 1.](#id1c05d330321418986ba31cdc86483bf_16)] | | | [removed: [Business](#i9149106403e040fe8e078ca3aa8307d3_16)] [added: [Business](#id1c05d330321418986ba31cdc86483bf_16)] | | | [removed: [1](#i9149106403e040fe8e078ca3aa8307d3_16)] [added: [1](#id1c05d330321418986ba31cdc86483bf_16)] | | |

| | | | [Item [removed: 1A.](#i9149106403e040fe8e078ca3aa8307d3_61)] [added: 1A.](#id1c05d330321418986ba31cdc86483bf_58)] | | | [Risk [removed: Factors](#i9149106403e040fe8e078ca3aa8307d3_61)] [added: Factors](#id1c05d330321418986ba31cdc86483bf_58)] | | | [removed: [6](#i9149106403e040fe8e078ca3aa8307d3_61)] [added: [6](#id1c05d330321418986ba31cdc86483bf_58)] | | |

| | | | [Item [removed: 1B.](#i9149106403e040fe8e078ca3aa8307d3_64)] [added: 1B.](#id1c05d330321418986ba31cdc86483bf_61)] | | | [Unresolved Staff [removed: Comments](#i9149106403e040fe8e078ca3aa8307d3_64)] [added: Comments](#id1c05d330321418986ba31cdc86483bf_61)] | | | [removed: [17](#i9149106403e040fe8e078ca3aa8307d3_64)] [added: [19](#id1c05d330321418986ba31cdc86483bf_61)] | | |

| | | | [Item [removed: 2.](#i9149106403e040fe8e078ca3aa8307d3_67)] [added: 2.](#id1c05d330321418986ba31cdc86483bf_67)] | | | [removed: [Properties](#i9149106403e040fe8e078ca3aa8307d3_67)] [added: [Properties](#id1c05d330321418986ba31cdc86483bf_67)] | | | [removed: [19](#i9149106403e040fe8e078ca3aa8307d3_67)] [added: [21](#id1c05d330321418986ba31cdc86483bf_67)] | | |

| | | | [Item [removed: 3.](#i9149106403e040fe8e078ca3aa8307d3_70)] [added: 3.](#id1c05d330321418986ba31cdc86483bf_70)] | | | [Legal [removed: Proceedings](#i9149106403e040fe8e078ca3aa8307d3_70)] [added: Proceedings](#id1c05d330321418986ba31cdc86483bf_70)] | | | [removed: [20](#i9149106403e040fe8e078ca3aa8307d3_70)] [added: [22](#id1c05d330321418986ba31cdc86483bf_70)] | | |

| | | | [Item [removed: 4.](#i9149106403e040fe8e078ca3aa8307d3_73)] [added: 4.](#id1c05d330321418986ba31cdc86483bf_73)] | | | [Mine Safety [removed: Disclosures](#i9149106403e040fe8e078ca3aa8307d3_73)] [added: Disclosures](#id1c05d330321418986ba31cdc86483bf_73)] | | | [removed: [20](#i9149106403e040fe8e078ca3aa8307d3_73)] [added: [22](#id1c05d330321418986ba31cdc86483bf_73)] | | |

| | | | [Item [removed: 5.](#i9149106403e040fe8e078ca3aa8307d3_79)] [added: 5.](#id1c05d330321418986ba31cdc86483bf_79)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i9149106403e040fe8e078ca3aa8307d3_79)] [added: Securities](#id1c05d330321418986ba31cdc86483bf_79)] | | | [removed: [21](#i9149106403e040fe8e078ca3aa8307d3_79)] [added: [23](#id1c05d330321418986ba31cdc86483bf_79)] | | |

| | | | [Item [removed: 6.](#i9149106403e040fe8e078ca3aa8307d3_82)] [added: 6.](#id1c05d330321418986ba31cdc86483bf_82)] | | | [removed: \[[Reserved](#i9149106403e040fe8e078ca3aa8307d3_82)\]] [added: [\[Reserved\]](#id1c05d330321418986ba31cdc86483bf_82)] | | | [removed: [21](#i9149106403e040fe8e078ca3aa8307d3_82)] [added: [23](#id1c05d330321418986ba31cdc86483bf_82)] | | |

| | | | [Item [removed: 7.](#i9149106403e040fe8e078ca3aa8307d3_85)] [added: 7.](#id1c05d330321418986ba31cdc86483bf_85)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9149106403e040fe8e078ca3aa8307d3_85)] [added: Operations](#id1c05d330321418986ba31cdc86483bf_85)] | | | [removed: [22](#i9149106403e040fe8e078ca3aa8307d3_85)] [added: [24](#id1c05d330321418986ba31cdc86483bf_85)] | | |

| | | | [Item [removed: 7A.](#i9149106403e040fe8e078ca3aa8307d3_181)] [added: 7A.](#id1c05d330321418986ba31cdc86483bf_175)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9149106403e040fe8e078ca3aa8307d3_181)] [added: Risk](#id1c05d330321418986ba31cdc86483bf_175)] | | | [removed: [49](#i9149106403e040fe8e078ca3aa8307d3_181)] [added: [52](#id1c05d330321418986ba31cdc86483bf_175)] | | |

| | | | [Item [removed: 8.](#i9149106403e040fe8e078ca3aa8307d3_184)] [added: 8.](#id1c05d330321418986ba31cdc86483bf_178)] | | | [Financial Statements and Supplementary [removed: Data](#i9149106403e040fe8e078ca3aa8307d3_184)] [added: Data](#id1c05d330321418986ba31cdc86483bf_178)] | | | [removed: [50](#i9149106403e040fe8e078ca3aa8307d3_184)] [added: [53](#id1c05d330321418986ba31cdc86483bf_178)] | | |

| | | | [Item [removed: 9.](#i9149106403e040fe8e078ca3aa8307d3_310)] [added: 9.](#id1c05d330321418986ba31cdc86483bf_310)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i9149106403e040fe8e078ca3aa8307d3_310)] [added: Disclosure](#id1c05d330321418986ba31cdc86483bf_310)] | | | [removed: [117](#i9149106403e040fe8e078ca3aa8307d3_310)] [added: [127](#id1c05d330321418986ba31cdc86483bf_310)] | | |

| | | | [Item [removed: 9A.](#i9149106403e040fe8e078ca3aa8307d3_313)] [added: 9A.](#id1c05d330321418986ba31cdc86483bf_313)] | | | [Controls and [removed: Procedures](#i9149106403e040fe8e078ca3aa8307d3_313)] [added: Procedures](#id1c05d330321418986ba31cdc86483bf_313)] | | | [removed: [117](#i9149106403e040fe8e078ca3aa8307d3_313)] [added: [127](#id1c05d330321418986ba31cdc86483bf_313)] | | |

| | | | [Item [removed: 9B.](#i9149106403e040fe8e078ca3aa8307d3_316)] [added: 9B.](#id1c05d330321418986ba31cdc86483bf_316)] | | | [Other [removed: Information](#i9149106403e040fe8e078ca3aa8307d3_316)] [added: Information](#id1c05d330321418986ba31cdc86483bf_316)] | | | [removed: [117](#i9149106403e040fe8e078ca3aa8307d3_316)] [added: [127](#id1c05d330321418986ba31cdc86483bf_316)] | | |

| | | | [Item [removed: 9C.](#i9149106403e040fe8e078ca3aa8307d3_319)] [added: 9C.](#id1c05d330321418986ba31cdc86483bf_319)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9149106403e040fe8e078ca3aa8307d3_319)] [added: Inspections](#id1c05d330321418986ba31cdc86483bf_319)] | | | [removed: [117](#i9149106403e040fe8e078ca3aa8307d3_319)] [added: [127](#id1c05d330321418986ba31cdc86483bf_319)] | | |

| [PART [removed: III](#i9149106403e040fe8e078ca3aa8307d3_322)] [added: III](#id1c05d330321418986ba31cdc86483bf_322)] | | | | | | | | | | | |

| | | | [Item [removed: 10.](#i9149106403e040fe8e078ca3aa8307d3_325)] [added: 10.](#id1c05d330321418986ba31cdc86483bf_325)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9149106403e040fe8e078ca3aa8307d3_325)] [added: Governance](#id1c05d330321418986ba31cdc86483bf_325)] | | | [removed: [118](#i9149106403e040fe8e078ca3aa8307d3_325)] [added: [128](#id1c05d330321418986ba31cdc86483bf_325)] | | |

| | | | [Item [removed: 11.](#i9149106403e040fe8e078ca3aa8307d3_328)] [added: 11.](#id1c05d330321418986ba31cdc86483bf_328)] | | | [Executive [removed: Compensation](#i9149106403e040fe8e078ca3aa8307d3_328)] [added: Compensation](#id1c05d330321418986ba31cdc86483bf_328)] | | | [removed: [121](#i9149106403e040fe8e078ca3aa8307d3_328)] [added: [130](#id1c05d330321418986ba31cdc86483bf_328)] | | |

| | | | [Item [removed: 12.](#i9149106403e040fe8e078ca3aa8307d3_331)] [added: 12.](#id1c05d330321418986ba31cdc86483bf_331)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i9149106403e040fe8e078ca3aa8307d3_331)] [added: Matters](#id1c05d330321418986ba31cdc86483bf_331)] | | | [removed: [122](#i9149106403e040fe8e078ca3aa8307d3_331)] [added: [131](#id1c05d330321418986ba31cdc86483bf_331)] | | |

| | | | [Item [removed: 13.](#i9149106403e040fe8e078ca3aa8307d3_334)] [added: 13.](#id1c05d330321418986ba31cdc86483bf_334)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9149106403e040fe8e078ca3aa8307d3_334)] [added: Independence](#id1c05d330321418986ba31cdc86483bf_334)] | | | [removed: [122](#i9149106403e040fe8e078ca3aa8307d3_334)] [added: [131](#id1c05d330321418986ba31cdc86483bf_334)] | | |

| | | | [Item [removed: 14.](#i9149106403e040fe8e078ca3aa8307d3_337)] [added: 14.](#id1c05d330321418986ba31cdc86483bf_337)] | | | [Principal Accountant Fees and [removed: Services](#i9149106403e040fe8e078ca3aa8307d3_337)] [added: Services](#id1c05d330321418986ba31cdc86483bf_337)] | | | [removed: [123](#i9149106403e040fe8e078ca3aa8307d3_337)] [added: [132](#id1c05d330321418986ba31cdc86483bf_337)] | | |

| [PART [removed: IV](#i9149106403e040fe8e078ca3aa8307d3_340)] [added: IV](#id1c05d330321418986ba31cdc86483bf_340)] | | | | | | | | | | | |

| | | | [Item [removed: 15.](#i9149106403e040fe8e078ca3aa8307d3_343)] [added: 15.](#id1c05d330321418986ba31cdc86483bf_343)] | | | [Exhibits, Financial Statement [removed: Schedules](#i9149106403e040fe8e078ca3aa8307d3_343)] [added: Schedules](#id1c05d330321418986ba31cdc86483bf_343)] | | | [removed: [123](#i9149106403e040fe8e078ca3aa8307d3_343)] [added: [132](#id1c05d330321418986ba31cdc86483bf_343)] | | |

| | | | [Item [removed: 16.](#i9149106403e040fe8e078ca3aa8307d3_346)] [added: 16.](#id1c05d330321418986ba31cdc86483bf_346)] | | | [Form 10-K [removed: Summary](#i9149106403e040fe8e078ca3aa8307d3_346)] [added: Summary](#id1c05d330321418986ba31cdc86483bf_346)] | | | [removed: [126](#i9149106403e040fe8e078ca3aa8307d3_346)] [added: [136](#id1c05d330321418986ba31cdc86483bf_346)] | | |

| Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par Value | | | | | | BA-PRA | | | | | | New York Stock Exchange | | |

| | | | [Item 1C.](#id1c05d330321418986ba31cdc86483bf_64) | | | [Cybersecurity](#id1c05d330321418986ba31cdc86483bf_64) | | | [19](#id1c05d330321418986ba31cdc86483bf_64) | | |

| [PART II](#id1c05d330321418986ba31cdc86483bf_76) | | | | | | | | | | | |

| | | | [Signatures](#id1c05d330321418986ba31cdc86483bf_349) | | | | | | [137](#id1c05d330321418986ba31cdc86483bf_349) | | |

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

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

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

None.

Not applicable

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 [added: effects of any threat and of cybersecurity countermeasures made to defend against such threats.]

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

See “Risks Related to [removed: Cybersecurity] [added: Technology, Security] and Business Disruptions” in “Risk Factors” on [removed: page] [added: pages] 14 [added: - 15] of this Form 10-K.

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

[removed: In] the [removed: 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 receives regular updates and reports from senior management, including the Chief [added: 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 [removed: CIO] [added: CIDO] provides annual briefings to the Board on information technology and data analytics related matters, including cybersecurity.

[removed: He] [added: In that role, he chairs the Council and] is responsible for overseeing a unified security program that provides cybersecurity, fire and protection operations, physical security, insider threat, and classified security.

The Council also includes, among other senior executives, our [added: CIDO,] 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.

A strong partnership exists between Information Technology, Enterprise Security, Corporate Audit, and [removed: Legal] [added: Law] so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required.

In the event of a potentially material cybersecurity event,

Trent Cox, Vice President of Product and Business Operations, is serving as our interim CSO.

Mr. Cox has over 25 years of experience in the aerospace and defense industry, including, prior to joining Boeing in 2024, Chief Information Officer of Raytheon UK, Deputy CIO and Executive Director of Collins Aerospace and Raytheon Intelligence and Space, and Executive Director for Program Execution for the Raytheon Missile Systems businesses.

He reports directly to the CIDO and meets regularly with other members of senior management and the Audit Committee.

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

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.

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.

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

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.

We had approximately [removed: 89] [added: 94] million square feet of floor space on December 31, [removed: 2023] [added: 2024] for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately 86% was located in the United States.

The following table provides a summary of the floor space by business as of December 31, [removed: 2023:][added: 2024:]

At December 31, [removed: 2023,] [added: 2024,] the combined square footage at the following major locations totaled more than [removed: 82] [added: 88] million square feet:

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

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

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

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

| Commercial Airplanes | | | 40,073 | | | | | | 11,011 | | | | | | | | | | | | 51,084 | | |

| Defense, Space & Security | | | 24,166 | | | | | | 4,752 | | | | | | | | | | | | 28,918 | | |

| Global Services | | | 1,256 | | | | | | 7,354 | | | | | | | | | | | | 8,610 | | |

| Other(1) | | | 2,158 | | | | | | 3,099 | | | | | | 315 | | | | | | 5,572 | | |

| Total | | | 67,653 | | | | | | 26,216 | | | | | | 315 | | | | | | 94,184 | | |

| 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 | | |

As of January [removed: 24, 2024,] [added: 27, 2025,] there were [removed: 84,633] [added: 80,843 common] shareholders of record.

The following table provides information about purchases we made during the quarter ended December 31, [removed: 2023] [added: 2024,] of [removed: equity securities that are] [added: our common stock, which is] registered by us pursuant to Section 12 of the Exchange Act:

(1)A total of [removed: 1,448,228] [added: 65,997] shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period.

| 10/1/2024 thru 10/31/2024 | | | 25,899 | | | | | | $152.30 | | | | | | | | | | | | | | |

| 11/1/2024 thru 11/30/2024 | | | 738 | | | | | | 151.66 | | | | | | | | | | | | | | |

| 12/1/2024 thru 12/31/2024 | | | 39,360 | | | | | | 161.89 | | | | | | | | | | | | | | |

| Total | | | 65,997 | | | | | | $158.01 | | | | | | | | | | | | | | |

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

| [Consolidated Statements of [removed: Operations](#i9149106403e040fe8e078ca3aa8307d3_190)] [added: Operations](#id1c05d330321418986ba31cdc86483bf_184)] | | | [removed: [51](#i9149106403e040fe8e078ca3aa8307d3_190)] [added: [54](#id1c05d330321418986ba31cdc86483bf_184)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i9149106403e040fe8e078ca3aa8307d3_193)] [added: Income](#id1c05d330321418986ba31cdc86483bf_187)] | | | [removed: [52](#i9149106403e040fe8e078ca3aa8307d3_193)] [added: [55](#id1c05d330321418986ba31cdc86483bf_187)] | | |

| [Consolidated Statements of Financial [removed: Position](#i9149106403e040fe8e078ca3aa8307d3_196)] [added: Position](#id1c05d330321418986ba31cdc86483bf_190)] | | | [removed: [53](#i9149106403e040fe8e078ca3aa8307d3_196)] [added: [56](#id1c05d330321418986ba31cdc86483bf_190)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i9149106403e040fe8e078ca3aa8307d3_199)] [added: Flows](#id1c05d330321418986ba31cdc86483bf_193)] | | | [removed: [54](#i9149106403e040fe8e078ca3aa8307d3_199)] [added: [57](#id1c05d330321418986ba31cdc86483bf_193)] | | |

| [Consolidated Statements of [removed: Equity](#i9149106403e040fe8e078ca3aa8307d3_202)] [added: Equity](#id1c05d330321418986ba31cdc86483bf_196)] | | | [removed: [55](#i9149106403e040fe8e078ca3aa8307d3_202)] [added: [58](#id1c05d330321418986ba31cdc86483bf_196)] | | |

| [Summary of Business Segment [removed: Data](#i9149106403e040fe8e078ca3aa8307d3_205)] [added: Data](#id1c05d330321418986ba31cdc86483bf_199)] | | | [removed: [56](#i9149106403e040fe8e078ca3aa8307d3_205)] [added: [59](#id1c05d330321418986ba31cdc86483bf_199)] | | |

| [removed: [Note] [added: [Note](#id1c05d330321418986ba31cdc86483bf_205)] 1 [removed: -] [added: [-] Summary of Significant Accounting [removed: Policies](#i9149106403e040fe8e078ca3aa8307d3_211)] [added: Policies](#id1c05d330321418986ba31cdc86483bf_205)] | | | [removed: [57](#i9149106403e040fe8e078ca3aa8307d3_211)] [added: [60](#id1c05d330321418986ba31cdc86483bf_205)] | | |

[removed: | [Note 2 -] [added: Note 3 –] Goodwill and Acquired [removed: Intangibles](#i9149106403e040fe8e078ca3aa8307d3_223) | | | [68](#i9149106403e040fe8e078ca3aa8307d3_223) | | |][added: Intangibles]

[removed: | [Note 3 -] [added: Note 4 –] Earnings Per [removed: Share](#i9149106403e040fe8e078ca3aa8307d3_226) | | | [68](#i9149106403e040fe8e078ca3aa8307d3_226) | | |][added: Share]

[removed: | [Note 4 -] [added: Note 5 –] Income [removed: Taxes](#i9149106403e040fe8e078ca3aa8307d3_229) | | | [70](#i9149106403e040fe8e078ca3aa8307d3_229) | | |][added: Taxes]

[removed: | [Note 5 -] [added: Note 6 –] Accounts [removed: Receivable](#i9149106403e040fe8e078ca3aa8307d3_232) | | | [73](#i9149106403e040fe8e078ca3aa8307d3_232) | | |][added: Receivable, net]

| [removed: [Note 6 -] [added: [Note](#id1c05d330321418986ba31cdc86483bf_226) 7 [-] Allowance for Losses on Financial [removed: Assets](#i9149106403e040fe8e078ca3aa8307d3_235)] [added: Assets](#id1c05d330321418986ba31cdc86483bf_226)] | | | [removed: [73](#i9149106403e040fe8e078ca3aa8307d3_235)] [added: [78](#id1c05d330321418986ba31cdc86483bf_226)] | | |

[removed: | [Note 7 - Inventories](#i9149106403e040fe8e078ca3aa8307d3_238) | | | [74](#i9149106403e040fe8e078ca3aa8307d3_238) | | |][added: Note 8 – Inventories]

[removed: | [Note 8 -] [added: Note 9 –] Contracts with [removed: Customers](#i9149106403e040fe8e078ca3aa8307d3_241) | | | [74](#i9149106403e040fe8e078ca3aa8307d3_241) | | |][added: Customers]

[removed: | [Note 9 -] [added: Note 10 –] Financing Receivables and Operating Lease [removed: Equipment](#i9149106403e040fe8e078ca3aa8307d3_244) | | | [75](#i9149106403e040fe8e078ca3aa8307d3_244) | | |][added: Equipment]

[removed: | [Note 10 -] [added: Note 11 –] Property, Plant and [removed: Equipment](#i9149106403e040fe8e078ca3aa8307d3_247) | | | [77](#i9149106403e040fe8e078ca3aa8307d3_247) | | |][added: Equipment]

[removed: | [Note 11 - Investments](#i9149106403e040fe8e078ca3aa8307d3_250) | | | [78](#i9149106403e040fe8e078ca3aa8307d3_250) | | |][added: Note 12 – Investments]

[removed: | [Note 12 - Leases](#i9149106403e040fe8e078ca3aa8307d3_256) | | | [78](#i9149106403e040fe8e078ca3aa8307d3_256) | | |][added: Note 13 – Leases]

[removed: | [Note 13 -] [added: Note 14 –] Liabilities, Commitments and [removed: Contingencies](#i9149106403e040fe8e078ca3aa8307d3_259) | | | [80](#i9149106403e040fe8e078ca3aa8307d3_259) | | |][added: Contingencies]

[removed: | [Note 14 -] [added: Note 15 –] Arrangements with Off-Balance Sheet [removed: Risk](#i9149106403e040fe8e078ca3aa8307d3_277) | | | [85](#i9149106403e040fe8e078ca3aa8307d3_277) | | |][added: Risk]

[removed: | [Note 15 - Debt](#i9149106403e040fe8e078ca3aa8307d3_280) | | | [86](#i9149106403e040fe8e078ca3aa8307d3_280) | | |][added: Note 16 – Debt]

[removed: | [Note 16 -] [added: Note 17 –] Postretirement [removed: Plans](#i9149106403e040fe8e078ca3aa8307d3_283) | | | [87](#i9149106403e040fe8e078ca3aa8307d3_283) | | |][added: Plans]

[removed: | [Note 17 -] [added: Note 18 –] Share-Based Compensation and Other Compensation [removed: Arrangements](#i9149106403e040fe8e078ca3aa8307d3_286) | | | [95](#i9149106403e040fe8e078ca3aa8307d3_286) | | |][added: Arrangements]

[removed: | [Note 18 -] [added: Note 19 –] Shareholders’ [removed: Equity](#i9149106403e040fe8e078ca3aa8307d3_289) | | | [99](#i9149106403e040fe8e078ca3aa8307d3_289) | | |][added: Equity]

[removed: | [Note 19 -] [added: Note 20 –] Derivative Financial [removed: Instruments](#i9149106403e040fe8e078ca3aa8307d3_292) | | | [100](#i9149106403e040fe8e078ca3aa8307d3_292) | | |][added: Instruments]

[removed: | [Note 20 -] [added: Note 21 –] Fair Value [removed: Measurements](#i9149106403e040fe8e078ca3aa8307d3_295) | | | [102](#i9149106403e040fe8e078ca3aa8307d3_295) | | |][added: Measurements]

[removed: | [Note 21 -] [added: Note 22 –] Legal [removed: Proceedings](#i9149106403e040fe8e078ca3aa8307d3_298) | | | [104](#i9149106403e040fe8e078ca3aa8307d3_298) | | |][added: Proceedings]

[removed: | [Note 22 -] [added: Note 23 –] Segment and Revenue [removed: Information](#i9149106403e040fe8e078ca3aa8307d3_301) | | | [104](#i9149106403e040fe8e078ca3aa8307d3_301) | | |][added: Information]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i9149106403e040fe8e078ca3aa8307d3_307)] [added: Firm](#id1c05d330321418986ba31cdc86483bf_307)] | | | [removed: [111](#i9149106403e040fe8e078ca3aa8307d3_307)] [added: [120](#id1c05d330321418986ba31cdc86483bf_307)] | | |

| Years ended December 31, | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales of products | | | [removed: $65,581] [added: $53,227] | | | | | | [removed: $55,893] [added: $65,581] | | | | | | [removed: $51,386] [added: $55,893] | | |

| Sales of services | | | [removed: 12,213] [added: 13,290] | | | | | | [removed: 10,715] [added: 12,213] | | | | | | [removed: 10,900] [added: 10,715] | | |

| Total revenues | | | [removed: 77,794] [added: 66,517] | | | | | | [removed: 66,608] [added: 77,794] | | | | | | [removed: 62,286] [added: 66,608] | | |

| Cost of products | | | [removed: (59,864)] [added: (57,394)] | | | | | | [removed: (53,969)] [added: (59,864)] | | | | | | [removed: (49,954)] [added: (53,969)] | | |

| Cost of services | | | [removed: (10,206)] [added: (11,114)] | | | | | | [removed: (9,109)] [added: (10,206)] | | | | | | [removed: (9,283)] [added: (9,109)] | | |

| Total costs and expenses | | | [removed: (70,070)] [added: (68,508)] | | | | | | [removed: (63,078)] [added: (70,070)] | | | | | | [removed: (59,237)] [added: (63,078)] | | |

| | | | [removed: 7,724] [added: (1,991)] | | | | | | [removed: 3,530] [added: 7,724] | | | | | | [removed: 3,049] [added: 3,530] | | |

| Income/(loss) from operating investments, net | | | [removed: 46] [added: 71] | | | | | | [removed: (16)] [added: 46] | | | | | | [removed: 210] [added: (16)] | | |

| General and administrative expense | | | [removed: (5,168)] [added: (5,021)] | | | | | | [removed: (4,187)] [added: (5,168)] | | | | | | [removed: (4,157)] [added: (4,187)] | | |

| Research and development expense, net | | | [removed: (3,377)] [added: (3,812)] | | | | | | [removed: (2,852)] [added: (3,377)] | | | | | | [removed: (2,249)] [added: (2,852)] | | |

| [Note](#id1c05d330321418986ba31cdc86483bf_205) [](#id1c05d330321418986ba31cdc86483bf_205)2 [- Spirit Acquisition](#id1c05d330321418986ba31cdc86483bf_211) | | | [71](#id1c05d330321418986ba31cdc86483bf_211) | | |

| Less: Mandatory convertible preferred stock dividends accumulated during the period | | | 58 | | | | | | | | | | | | | | |

| Net loss attributable to Boeing common shareholders | | | ($11,875) | | | | | | ($2,222) | | | | | | ($4,935) | | |

| Net loss | | | ($11,829) | | | | | | ($2,242) | | | | | | ($5,053) | | |

See Notes to the Consolidated Financial Statements on pages 60 - 119.

| Mandatory convertible preferred stock, 6.00% Series A, par value $1.00 – 20,000,000 shares authorized; 5,750,000 shares issued; aggregate liquidation preference $5,750 | | | 6 | | | | | | | | |

See Notes to the Consolidated Financial Statements on pages 60 - 119.

| Net loss | | | ($11,829) | | | | | | ($2,242) | | | | | | ($5,053) | | |

| 777X and 767 reach-forward losses | | | 4,079 | | | | | | | | | | | | | | |

| Proceeds from dispositions | | | 124 | | | | | | | | | | | | | | |

| Supplier notes receivable | | | (694) | | | | | | (162) | | | | | | | | |

| Repayments on supplier notes receivable | | | 40 | | | | | | | | | | | | | | |

| Purchase of distribution rights | | | (88) | | | | | | | | | | | | | | |

| Common stock issuance, net of issuance costs | | | 18,200 | | | | | | | | | | | | | | |

| Mandatory convertible preferred stock issuance, net of issuance costs | | | 5,657 | | | | | | | | | | | | | | |

See Notes to the Consolidated Financial Statements on pages 60 - 119.

| Net loss | | | | | | | | | | | | | | | | | | (11,817) | | | | | | (12) | | | (11,829) | | |

| Mandatory convertible preferred stock issued, net of issuance costs | | | 6 | | | | | | 5,645 | | | | | | | | | | | | | | | | | | 5,651 | | |

| Common stock issued, net of issuance costs | | | | | | | | | 2,253 | | | 15,928 | | | | | | | | | | | | | | | 18,181 | | |

| Cash dividends declared on Mandatory convertible preferred stock | | | | | | | | | | | | | | | | | | (72) | | | | | | | | | (72) | | |

| Other changes in noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | 1 | | |

| Balance at December 31, 2024 | | | $6 | | | $5,061 | | | $18,964 | | | ($32,386) | | | | | | $15,362 | | | ($10,915) | | | ($6) | | | ($3,914) | | |

See Notes to the Consolidated Financial Statements on pages 60 - 119.

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| Loss from operations | | | (10,707) | | | | | | (773) | | | | | | (3,519) | | |

| Other income, net | | | 1,222 | | | | | | 1,227 | | | | | | 1,058 | | |

| Interest and debt expense | | | (2,725) | | | | | | (2,459) | | | | | | (2,561) | | |

| Loss before income taxes | | | (12,210) | | | | | | (2,005) | | | | | | (5,022) | | |

| Income tax benefit/(expense) | | | 381 | | | | | | (237) | | | | | | (31) | | |

| Less: net loss attributable to noncontrolling interest | | | (12) | | | | | | (20) | | | | | | (118) | | |

| Less: Mandatory convertible preferred stock dividends accumulated during the period | | | 58 | | | | | | | | | | | | | | |

| Net loss attributable to Boeing common shareholders | | | ($11,875) | | | | | | ($2,222) | | | | | | ($4,935) | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

We added a new financial statement line item to the Consolidated Statements of Cash Flows for cash invested in Supplier notes receivable and reclassified the corresponding amounts in the prior period financial statements to conform to the current period presentation.

Sales of services under

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

For

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

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

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

| 787 reach-forward loss | | | | | | | | | | | | | | | 3,460 | | |

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

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

| Balance at January 1, 2021 | | | $5,061 | | | $7,787 | | | ($52,641) | | | | | | $38,610 | | | ($17,133) | | | $241 | | | ($18,075) | | |

| Net loss | | | | | | | | | | | | | | | (4,202) | | | | | | (88) | | | (4,290) | | |

| Treasury shares issued for stock options exercised, net | | | | | | (28) | | | 73 | | | | | | | | | | | | | | | 45 | | |

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

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

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

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

| Performance awards | | | | | | | | | | | | | | | 2.9 | | |

| Other | | | 304 | | | | | | 179 | | |

credit and interest carryforwards.

Based on these methods, deferred tax liabilities are assumed to reverse and generate taxable income over the next 5 to 10 years while deferred tax assets related to pension and other postretirement benefit obligations are assumed to reverse and generate tax deductions over the next 15 to 20 years.

This reflects a tax expense of $1,150 recorded in continuing operations, an increase of $31 related to the associated federal benefit of state impacts, a tax expense of $173 included in Other comprehensive income (OCI) primarily due to the net actuarial losses that resulted from the annual remeasurement of pension assets and liabilities, and an increase of $34 included in additional paid-in capital.

The Tax Cuts and Jobs Act one-time repatriation tax and Global Intangible Low Tax Income liabilities effectively taxed the undistributed earnings previously deferred from U.S. income taxes.

We have not provided for deferred income taxes on the undistributed earnings from certain non-U.S. subsidiaries because such earnings are considered to be indefinitely reinvested.

If such earnings were to be distributed, any deferred income taxes would not be significant.

The Internal Revenue Service is currently auditing the 2018-2020 tax years.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

It is reasonably possible that within the next 12 months, unrecognized tax benefits related to federal tax matters under audit may decrease by up to $620 based on current estimates.

While the US has not yet adopted the Pillar Two rules, various other governments around the world are enacting legislation.

As currently designed, Pillar Two will ultimately apply to our worldwide operations.

There remains uncertainty as to the final Pillar Two model rules.

| Balance at January 1, 2022 | | | ($390) | | | ($91) | | | ($62) | | | ($18) | | | ($186) | | | ($747) | | |

| Balance at January 1, 2023 | | | ($116) | | | ($23) | | | ($85) | | | ($55) | | | ($88) | | | ($367) | | |

We produced at abnormally low production rates resulting in abnormal production costs that were expensed as incurred from the third quarter of 2021 through the third quarter of 2023.

The remaining abnormal costs associated with rework are not expected to be significant.

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

| BBB | | | | | | | | | | | | | | | | | | $13 | | | $13 | | |

| BB | | | $73 | | | $32 | | | $198 | | | $103 | | | $36 | | | 53 | | | 495 | | |

| B | | | | | | | | | | | | | | | 12 | | | 94 | | | 106 | | |

| Total carrying value of financing receivables | | | $73 | | | $32 | | | $233 | | | $103 | | | $48 | | | $169 | | | $658 | | |

Financing Receivables Exposure

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, [removed: 2023] [added: 2024] 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.

(b)Management’s [added: Annual] Report on Internal Control Over Financial Reporting.

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: 2023.][added: 2024.]

Our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, [removed: as stated in their] [added: who has issued an audit] report which is included in Item 8 of this report and is incorporated by reference herein.

(c)Changes in Internal [removed: Controls] [added: Control] Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2023] [added: 2024] that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

Our executive officers and their ages as of [removed: January 31, 2024,] [added: February 3, 2025,] are as follows:

| Stephen E. Biegun | | | [removed: 60] [added: 61] | | | 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. | | |

| Brett C. Gerry | | | [removed: 52] [added: 53] | | | 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. | | |

| Howard E. McKenzie | | | [removed: 57] [added: 58] | | | 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. | | |

| Brendan J. Nelson | | | [removed: 65] [added: 66] | | | Senior Vice President and President, Boeing [removed: International] [added: Global] 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: 51] [added: 52] | | | Executive Vice President and Chief Operating Officer since January [added: 2024 and President and Chief Executive Officer, Boeing Commercial Airplanes since March] 2024. Ms. Pope joined Boeing in 1994, and her previous positions include Executive Vice President, President and Chief 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. | | |

| D. Christopher Raymond | | | [removed: 59] [added: 60] | | | 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. | | |

| Brian J. West | | | [removed: 54] [added: 55] | | | Executive Vice President and Chief Financial Officer since August 2021. Prior to joining Boeing, Mr. West served as Chief Financial Officer of Refinitiv Holdings (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021. Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations of Oscar Insurance Corporation from January 2016 to October 2018. Mr. West served as Chief Operating Officer of Nielsen Holdings plc from March 2014 to December 2015 and as Chief Financial Officer of Nielsen Holdings plc (or its predecessor) from February 2007 to March 2014. Prior to joining Nielsen, Mr. West was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005 to February 2007 and Chief Financial Officer of its GE Aviation Services division from March 2004 to June 2005. Prior to that, Mr. West held several senior financial positions across General Electric Company businesses, including Plastics, NBC, Energy and Transportation. | | |

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

We intend to [removed: disclose promptly on our website] [added: satisfy the disclosure requirements regarding] any amendments to, or waivers of, the Codes of Conduct covering our CEO, CFO and/or [removed: Controller.][added: Controller by posting such information on our website.]

Additional information required by this item will be included under [removed: the captions] “Election of [removed: Directors,” “Stock Ownership Information”] [added: Directors (Item 1) – Director Nominees,” “Corporate Governance – Board Committees,”] and [removed: “Board Committees”] [added: “Compensation Discussion and Analysis – Other Program Features and Policies – Securities Trading Policy,”] in our proxy statement, which will be filed with the SEC no later than 120 days after December 31, [removed: 2023] [added: 2024] (the [removed: “2024] [added: “2025] Proxy Statement”), and that information is incorporated by reference herein.

| Uma M. Amuluru | | | 47 | | | Executive Vice President and Chief Human Resources Officer since April 2024. Ms. Amuluru previously served as Vice President and Assistant General Counsel, Boeing Defense, Space & Security from April 2023 to March 2024; Chief Compliance Officer and Vice President, Global Compliance from May 2020 to April 2023; Vice President and Assistant General Counsel, Engineering, Test & Technology, IT and Manufacturing, Supply Chain & Operations from October 2018 to May 2020; and Senior Counsel from August 2017 to October 2018. | | |

| Dana S. Deasy | | | 65 | | | Chief Information Digital Officer and Senior Vice President, Information Technology & Data Analytics since December 2024. Mr. Deasy most recently served as Chief Information Officer for the U.S. Department of Defense from 2018 to 2021. Prior to that, he served as Global Chief Information Officer and Managing Director of JPMorgan Chase & Co. from 2013 to 2017, and Global Chief Information Officer & Group Vice President of BP, Plc from 2007 to 2013. | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| Robert K. Ortberg | | | 64 | | | President and Chief Executive Officer, and a member of the Board, since August 8, 2024. Mr. Ortberg’s previous positions include Special Advisor to the Office of the Chief Executive Officer of RTX Corporation from February 2020 to March 2021 and Chief Executive Officer of Collins Aerospace, a United Technologies company, from December 2018 to February 2020. Prior to that, he served in a number of leadership positions at Rockwell Collins, Inc., including Chairman, President and Chief Executive Officer from 2015 to 2018; President and Chief Executive Officer from 2013 to 2015; President from 2012 to 2013; Executive Vice President, Chief Operating Officer of Government Systems from 2010 to 2012; and Executive Vice President, Chief Operating Officer of Commercial Systems from 2006 to 2010. Mr. Ortberg also serves on the board of directors of Aptiv PLC and served on the board of directors of RTX Corporation. | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| Ann M. Schmidt | | | 49 | | | Senior Vice President and Chief Communications & Brand Officer since December 2024. Ms. Schmidt joined Boeing in 2005, and her previous positions include interim Chief Communications Officer from August 2024 to December 2024; Vice President, Corporate Communications and Employee Engagement from December 2022 to July 2024; Vice President, Corporate Communications from January 2021 to December 2022; Director, Executive Council Business Operations and Chief of Staff to Boeing CEO from October 2016 to January 2021; and Director, Executive and Employee Communications, Boeing Commercial Airplanes from January 2013 to September 2016. | | |

We will provide disclosure of delinquent Section 16(a) reports, if any, in our 2025 Proxy Statement under “Stock Ownership Information - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

| | | | | | | | | |

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

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

| Brian R. Besanceney | | | 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 | | | 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 | | | 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 | | | 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 | | | 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 | | | 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. | | |

| Ziad S. Ojakli | | | 56 | | | Executive Vice President, Government Operations since October 2021. Prior to joining Boeing, Mr. Ojakli served as a managing partner and Senior Vice President of Global Government Affairs at SoftBank Group Corp. from August 2018 to September 2020. Prior to that, he served as Group Vice President, Government & Community Relations at Ford Motor Company from January 2004 to July 2018. | | |

The information required by this item will be included under [removed: the captions] “Compensation Discussion and Analysis,” [added: (other than “Pay Versus Performance”)] “Compensation of Executive Officers,” [removed: “Compensation] [added: and “Corporate Governance – Compensation] of Directors,” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference herein.

The information contained in "Compensation Discussion and Analysis

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

– Compensation Committee Report” shall not be deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.

The following table sets forth information regarding outstanding [added: stock] options and [added: stock] units, and shares available for future issuance under these plans as of December 31, [removed: 2023:][added: 2024:]

| Other stock units(2) | | | [removed: 6,540,319] [added: 7,532,327] | | | | | | | | | | | | | | | | | |

(2) Includes [removed: 399,798] [added: 626,326] shares issuable in respect of Performance Restricted Stock Units.

(3) Includes [removed: 11,783,281] [added: 11,405,569] shares issuable under our employee stock purchase plan.

There were [removed: 60,365] [added: 73,717] shares subject to purchase under the employee stock purchase plan as of December 31, [removed: 2023.][added: 2024.]

For further information, see Note [removed: 17] [added: 18] to our Consolidated Financial Statements.

The additional information required by this item will be included under [removed: the caption] “Stock Ownership Information” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference herein.

| Stock options | | | 903,999 | | | | | | $245.76 | | | | | | | | | | | |

| Deferred compensation | | | 528,862 | | | | | | | | | | | | | | | | | |

| Total | | | 8,965,188 | | | | | | $245.76 | | | | | | 16,057,233 | | | (3)(4) | | |

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

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

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

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.

The information required by this item will be included under [removed: the captions “Related Person Transactions”] [added: “Corporate Governance - Related-Person Transactions,” “Corporate Governance - Director Independence,”] and [removed: “Director Independence”] [added: “Corporate Governance - Board Committees”] in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference herein.

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

The information required by this item will be included under [added: “Ratify] the [removed: caption “Independent] [added: Appointment of Independent] Auditor [added: (Item 3) - Independent Auditor] Fees” in the [removed: 2024] [added: 2025] Proxy Statement, and that information is incorporated by reference herein.

| 3.1 | | | [Amended and Restated Certificate of Incorporation of The Boeing Company dated May 5, 2006 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/12927/000119312506102223/dex31.htm)] [added: 2006)](https://www.sec.gov/Archives/edgar/data/12927/000119312506102223/dex31.htm)] | | |

| 3.2 | | | [By-Laws of The Boeing Company, as amended and restated, [removed: 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] [added: effective August 29, 2023 (Exhibit 3.1 to] the [removed: Company's] [added: Company's](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [Current Report on] Form [removed: 10-Q for the quarter 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)] [added: 8-K dated](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm) [August 29](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)[, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000054/a202308aug298kex31.htm)] | | |

| 4.1 | | | [Description of The Boeing Company Securities Registered under Section 12 of the Exchange [removed: Act (Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2019)](http://www.sec.gov/Archives/edgar/data/12927/000001292720000014/a201912dec3110kexhibit41.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex41.htm)] | | |

| 10.1 | | | [removed: [3](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex101.htm)[64-Day] [added: [Five-Year] 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, [removed: N.A.] [added: N.A.,] as syndication agent and [removed: Citibank,] [added: 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 [removed: Company’s Form 10-Q for the quarter ended September 30, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex101.htm)] [added: Company’s](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [Current Report o](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[n](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [Form](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [8-K, dated August 24, 2023](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)] | | |

| 10.2 | | | [removed: [Five-Year] [added: [Three-Year] Credit Agreement, dated as of August [removed: 24, 2023,] [added: 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, 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.](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)[2](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm) [to] [added: 10.2 to] the Company’s [added: Current Report on] Form [removed: 10-Q for the quarter ended September 30, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292723000051/a202308aug24ex102.htm)] [added: 8-K, dated August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] | | |

| 10.3 | | | [removed: [Three-Year] [added: [Five-Year] Credit Agreement, dated as of [removed: August 25, 2022,] [added: May 15, 2024,] 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: 10.1] to the Company’s Current Report on Form 8-K, dated [removed: August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex102.htm)] [added: May 15, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000037/a202405may15ex101.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | [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, [removed: 2005)](http://www.sec.gov/Archives/edgar/data/12927/000119312505149899/dex10i.htm)] [added: 2005)](https://www.sec.gov/Archives/edgar/data/12927/000119312505149899/dex10i.htm)] | | |

| [removed: 10.7] [added: 10.5] | | | [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, [removed: 2006)](http://www.sec.gov/Archives/edgar/data/12927/000119312507033902/dex10vi.htm)] [added: 2006)](https://www.sec.gov/Archives/edgar/data/12927/000119312507033902/dex10vi.htm)] | | |

| [removed: 10.8] [added: 10.6] | | | [Deferred Prosecution Agreement dated January 6, 2021 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 6, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/12927/000001292721000003/a202001jan078kexhibit101.htm)] | | |

| [removed: 10.9] [added: 10.7] | | | [Summary of Non employee Director Compensation (Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000014/a201912dec3110kexhibit106.htm)] [added: 2019)*](https://www.sec.gov/Archives/edgar/data/12927/000001292720000014/a201912dec3110kexhibit106.htm)] | | |

| [removed: 10.10] [added: 10.8] | | | [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, [removed: 2007)*](http://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex102.htm)] [added: 2007)*](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex102.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | [The Boeing Company [added: Global] Annual Incentive Plan, as amended and restated [removed: February 24, 2020] [added: effective January 1, 2025] (formerly known as [removed: the Incentive Compensation Plan for Employees of] The Boeing Company [removed: 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)] [added: Annual Incentive Plan](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex109.htm)[)*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex109.htm)] | | |

| [removed: 10.12] [added: 10.10] | | | [The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, [removed: 2000 and] [added: 2000](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm)[,](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm) [and] further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, [removed: 2007)*](http://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm)] [added: 2007)*](https://www.sec.gov/Archives/edgar/data/12927/000119312507232400/dex105.htm)] | | |

| [removed: 10.13] [added: 10.11] | | | [Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as [removed: 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)] [added: of June 1, 2021](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [(](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[Exh](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[i](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[bit 10.13 to the Co](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[mpany](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[’](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[s Form 10-K for the](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm) [year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000010/a202312dec3110kex1013.htm)] | | |

| [removed: 10.14] [added: 10.12] | | | [The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, [removed: 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)] [added: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1012.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1012.htm)] | | |

| [removed: 10.15] [added: 10.13] | | | [The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, [removed: 2017 (Exhibit (10)(xviii) to the Company’s Form 10-K for the year ended December 31, 2016)*](http://www.sec.gov/Archives/edgar/data/12927/000001292717000006/a10xviii-elbp2017.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1013.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1013.htm)] | | |

| [removed: 10.16] [added: 10.14] | | | [The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective [removed: December 9, 2021 (Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000010/a202112dec3110kex1016.htm)] [added: January 1, 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1014.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1014.htm)] | | |

| [removed: 10.17] [added: 10.29] | | | [removed: [The Boeing Company 2023] [added: [Form of U.S. Notice of Terms of Long-Term] Incentive [added: Restricted] Stock [removed: Plan, effective April 18, 2023] [added: Units] (Exhibit [removed: 10.9] [added: 10.3] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex109.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex103.htm)] | | |

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

| [removed: 10.19] [added: 10.17] | | | [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, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex102.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex102.htm)] | | |

| [removed: 10.20] [added: 10.18] | | | [Form of U.S. Notice of Terms of Non-Qualified Stock Option for CEO (Exhibit 10.3 to the Company’s 10-Q for the quarter ended March 31, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex103.htm)] | | |

| [removed: 10.21] [added: 10.19] | | | [Form of U.S. Notice of Terms of Restricted Stock Units [added: for CEO] (Exhibit [removed: 10.4] [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/a202103mar3110qex104.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000040/a202103mar3110qex106.htm)] | | |

| [removed: 10.22] [added: 10.26] | | | [Form of International Notice of Terms of [added: Long-Term Incentive] Restricted Stock Units (Exhibit [removed: 10.5] [added: 10.6] 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/a202103mar3110qex105.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex106.htm)] | | |

| [removed: 10.23] [added: 10.35] | | | [Form of U.S. Notice of Terms of [added: Long-Term Incentive] Restricted Stock Units [removed: for] [added: –] CEO (Exhibit [removed: 10.6] [added: 10.1] 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: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex101.htm)] | | |

| [removed: 10.24] [added: 10.20] | | | [Form of Notice of Terms of Supplemental [removed: Restricted] [added: Non-Qualified] Stock [removed: Units] [added: Option] (Exhibit [removed: 10.2] [added: 10.3] to the Company’s Current Report on Form 8-K dated June 29, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex102.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm)] | | |

| [removed: 10.25] [added: 10.42] | | | [Form of [added: U.S.] Notice of Terms of Supplemental [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Units for CEO] (Exhibit [removed: 10.3] [added: 10.2] to the Company’s Current Report on Form [removed: 8-K] [added: 8-K,] dated [removed: June 29, 2021)*](http://www.sec.gov/Archives/edgar/data/12927/000001292721000056/a202106jun298k1ex103.htm)] [added: July 30, 2024](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex102.htm)[)](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex102.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex102.htm)] | | |

| [removed: 10.26] [added: 10.21] | | | [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: 10.27] [added: 10.22] | | | [U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units for CEO, dated February 16, 2022 (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex102.htm) | | |

| [removed: 10.28] [added: 10.23] | | | [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: 10.29] [added: 10.24] | | | [Form of U.S. Notice 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, 2022)*](https://www.sec.gov/Archives/edgar/data/12927/000001292722000022/a202203mar3110-qex104.htm) | | |

| [removed: 10.30] [added: 10.25] | | | [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) | | |

| [removed: 10.31] [added: 10.32] | | | [Form of International Notice of Terms of Long-Term Incentive [added: Performance] Restricted Stock Units [added: (Stock-Settled)] (Exhibit 10.6 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-qex106.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex106.htm)] | | |

| [removed: 10.32] [added: 10.27] | | | [Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units – CEO (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex101.htm) | | |

| [removed: 10.33] [added: 10.28] | | | [Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units – CEO (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex102.htm) | | |

| [removed: 10.34] [added: 10.31] | | | [Form of U.S. Notice of Terms of Long-Term Incentive [added: Performance] Restricted Stock Units (Exhibit [removed: 10.3] [added: 10.5] to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex103.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex105.htm)] | | |

| [removed: 10.35] [added: 10.30] | | | [Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Stock-Settled) (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 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)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex104.htm)] | | |

| [removed: 10.36] [added: 10.39] | | | [Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex105.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex105.htm)] | | |

| [removed: 10.37] [added: 10.40] | | | [Form of International Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Stock-Settled) (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex106.htm)] [added: 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex106.htm)] | | |

| [removed: 10.38] [added: 10.33] | | | [U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended March 31, 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000029/a202303mar3110-qex107.htm) | | |

| [removed: 10.39] [added: 10.34] | | | [U.S. Notice of Terms of Special Restricted Stock Units - CEO, dated February 16, 2023 (Exhibit [removed: 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] [added: 10.1 to] the [removed: Company’s](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm) [Current] [added: Company’s Current] Report on [removed: 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] [added: Form 8-K dated] February 16, [removed: 2023](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)[)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/12927/000001292723000011/a202302feb168kex991.htm)] | | |

| 2.1† | | | [Agreement and Plan of Merger, dated June 30, 2024, by and among Spirit AeroSystems Holdings, Inc., The Boeing Company and Sphere Acquisition Corp. (Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated July 1, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524172676/d838733dex21.htm) | | |

| 3.3 | | | [Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [31, 2024 (Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) | | |

| 4.2 | | | [Senior Debt Securities Indenture dated as of February](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm)[1, 2003, between The Boeing Company and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 dated March 9, 2009)](https://www.sec.gov/Archives/edgar/data/12927/000119312509048656/dex41.htm) | | |

| 4.3 | | | [First Supplemental Indenture, dated as of May 1, 2024 between The Boeing Company and The Bank of New York Mellon, N.A., as successor trustee to JPMorgan Chase Bank, as Trustee (Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated April 29, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524130860/d836110dex41.htm) | | |

| 4.4 | | | [Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock (Exhibit](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [4.1](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) [to the Company’s Current Report on Form 8-K dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex31.htm) | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| 4.5 | | | [Deposit Agreement, dated as of October 31, 2024, among The Boeing Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as Depositary, and the holders from time to time of the depositary receipts described therein (Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) | | |

| 4.6 | | | [Form of Depositary Receipt for the Depositary Shares (Exhibit](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) [](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm)[4.](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) [to the Company’s Current Report on Form 8-K dated October 28, 2024)](https://www.sec.gov/Archives/edgar/data/12927/000119312524248743/d750441dex42.htm) | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| 10.15 | | | [The Boeing Company 2023 Incentive Stock Plan, as amended and restated effective January 1, 2025](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1015.htm)[*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1015.htm) | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| 10.36 | | | [Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units – CEO (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex102.htm) | | |

| 10.37 | | | [Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex103.htm) | | |

| 10.38 | | | [Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Stock-Settled) (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000025/a202403mar3110qex104.htm) | | |

| 10.41 | | | [Form of U.S. Notice of Terms of Cash Based Award for CEO (Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated July 30, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000058/a202407jul318kex101.htm) | | |

| 10.43 | | | [Form of U.S. Notice of Terms of Performance Non-Qualified Stock Option for CEO (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 30, 2024)*](https://www.sec.gov/Archives/edgar/data/12927/000001292724000082/a202409sep3010qex104.htm) | | |

| 10.44 | | | [F](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[orm of U.](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[S. Notice of Terms of Supplemental Restric](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[ted Stock Unit](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm)[s*](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex1044.htm) | | |

| 19 | | | [The Boeing Company Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/12927/000001292725000015/a202412dec3110kex19.htm) | | |

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[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

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† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company will provide a copy of omitted schedule to the SEC upon request.

| 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) | | |

| 10.5 | | | [Amendment No. 1, dated as of August 25, 2022, 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 Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated August 25, 2022)](https://www.sec.gov/Archives/edgar/data/12927/000119312522232897/d396135dex103.htm) | | |

| 10.40 | | | [Employment Agreement between Boeing Canada Operations LTD and Susan Doniz (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2020)*](http://www.sec.gov/Archives/edgar/data/12927/000001292720000065/a202006jun3010qexhibit101.htm) | | |

Pursuant to the requirements of Section 13 [added: or 15(d)] 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 [removed: authorized, on January 31, 2024.][added: authorized.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on [removed: January 31, 2024.][added: February 3, 2025.]

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

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

| Michael J. Cleary – Senior Vice President and Controller | | | | | | [removed: Lawrence W. Kellner] [added: Akhil Johri] – [removed: Chair of the Board] [added: Director] | | |

| Robert A. Bradway – Director | | | | | | [removed: Steven M. Mollenkopf] [added: David L. Joyce] – Director | | |

| /s/ [removed: Stayce D. Harris] [added: Brian J. West] | | | | | | [added: /s/ Stayce D. Harris] | | |

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

Date: February 3, 2025

[Table of](#id1c05d330321418986ba31cdc86483bf_10) [Contents](#id1c05d330321418986ba31cdc86483bf_10)

| /s/ Robert K. Ortberg | | | | | | /s/ Lynn J. Good | | |

| /s/ Michael J. Cleary | | | | | | /s/ Akhil Johri | | |

| /s/ Robert A. Bradway | | | | | | /s/ David L. Joyce | | |

| /s/ Mortimer J. Buckley III | | | | | | /s/ Steven M. Mollenkopf | | |

| Mortimer J. Buckley – Director | | | | | | Steven M. Mollenkopf – Chair of the Board | | |

| | | | | | | | | |

| | | | | | | | | |

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

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

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

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

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

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

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