Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)List of documents filed as part of this report:

**1.**Financial Statements

Our consolidated financial statements are as set forth under Item 8 of this report on Form 10-K.

**2.**Financial Statement Schedules

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

**3.**Exhibits

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)
2.2†Membership Interest Purchase Agreement, dated as of April 22, 2025, among The Boeing Company, JNPR Aero, LLC and Project Maroon, LLC (Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 22, 2025)
3.1Amended 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, 2006)
3.2By-Laws of The Boeing Company, as amended and restated, effective August 29, 2023 (Exhibit 3.1 to the Company's Current Report on Form 8-K dated August 29, 2023)
3.3Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October 31, 2024 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 28, 2024)
4.1Description of The Boeing Company Securities Registered under Section 12 of the Exchange Act (Exhibit 4.1 to the Company’s Form 10-K for the year ended December 31, 2024)
4.2Senior Debt Securities Indenture dated as of February 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)

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4.3First 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)
4.4Form of Certificate for the 6.00% Series A Mandatory Convertible Preferred Stock (Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 28, 2024)
4.5Deposit 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)
4.6Form of Depositary Receipt for the Depositary Shares (Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 28, 2024)
10.1Five-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, 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 August 24, 2023)
10.2Five-Year Credit Agreement, dated as of 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 Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2024)
10.3364-Day Credit Agreement, dated as of August 25, 2025, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. as Syndication Agent and Citibank, N.A. and JPMorgan Chase Bank N.A., as Joint Lead Arrangers and Joint Book Managers (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 25, 2025)
10.4Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005)
10.5Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006)
10.6Non-Prosecution Agreement, dated May 29, 2025 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 29, 2025)
10.7Summary of Non employee Director Compensation (Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, 2019)*
10.8Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007)*
10.9The Boeing Company Global Annual Incentive Plan, as amended and restated effective January 1, 2026 (formerly known as The Boeing Company Annual Incentive Plan)*

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10.10The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 2000, and further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007)*
10.11Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated effective June 1, 2021 (Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2023)*
10.12Amendment No. 1 to the Supplemental Executive Retirement Plan for Employees of The Boeing Company, effective October 31, 2025*
10.13The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2025 (Exhibit 10.12 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.14Amendment No. 1 to The Boeing Company Executive Supplemental Savings Plan, effective April 23, 2025*
10.15Amendment No. 2 to The Boeing Company Executive Supplemental Savings Plan, effective January 1, 2025*
10.16The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2025 (Exhibit 10.13 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.17The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective January 1, 2025 (Exhibit 10.14 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.18The Boeing Company 2023 Incentive Stock Plan, as amended and restated effective January 1, 2025 (Exhibit 10.15 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.19Form of U.S. Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2021)*
10.20Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2021)*
10.21Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 29, 2021)*
10.22Form 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)*
10.23Form 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)*
10.24Form 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, 2023)*
10.25Form 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, 2023)*
10.26Form 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, 2023)*
10.27Form 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, 2023)*

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10.28Form 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)*
10.29Form 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)*
10.30Form 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, 2024)*
10.31Form 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, 2024)*
10.32Form 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)*
10.33Form of U.S. Notice of Terms of Supplemental Restricted Stock Units for CEO (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 30, 2024)*
10.34Form 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)*
10.35Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.44 to the Company’s Form 10-K for the year ended December 31, 2024)*
10.36Form of U.S. Notice of Terms of Long-Term Incentive Non-Qualified Premium-Priced Stock Option (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
10.37Form of Non-U.S. Notice of Terms of Long-Term Incentive Non-Qualified Premium-Priced Stock Option (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
10.38Form 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, 2025)*
10.39Form of Non-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, 2025)*
10.40Form of U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2025)*
10.41Form of U.S. Notice of Terms of Cash-Based Award (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 27, 2025)*
10.42Form of U.S. Notice of Terms of Supplemental Non-Qualified Premium-Priced Stock Options (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 27, 2025)*
10.43Letter Agreement with Jesus Malave (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2025)*ϕ
19The Boeing Company Insider Trading Policy (Exhibit 19 to the Company’s Form 10-K for the year ended December 31, 2024)
21List of Company Subsidiaries
22Subsidiary Guarantor and Issuer of Guaranteed Securities
23Consent of Independent Registered Public Accounting Firm

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31.1Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
97The Boeing Company Clawback Policy (Exhibit 97 to the Company’s Form 10-K for the year ended December 31, 2023)
99.1Commercial Program Method of Accounting (Exhibit (99)(i) to the Company’s Form 10-K for the year ended December 31, 1997)
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

† Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of omitted schedule and/or exhibit to the SEC upon request.

ϕ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.

  • Management contract or compensatory plan.

In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.

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