What changed in this filing

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Item 9A. Controls and Procedures

2022-01-31 compared with 2021-02-01 · 79 added, 70 removed, 167 unchanged (47% of the section changed)

11 unchanged sentences

Directors, Executive Officers and Corporate Governance

Our executive officers and their ages as of February 1, 2021, are as follows:

Our executive officers and their ages as of January 31, 2022, are as follows:

Name Age Principal Occupation or Employment/Other Business Affiliations

6 unchanged sentences

and Vice President, Global Law Affairs from May 2007 to March 2011.

Allen serves on the board of directors of Procter & Gamble Co.

71 Senior Vice President and President, Boeing International since April 2019.

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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.

Calhoun also serves on the board of Caterpillar Inc.

Calhoun also serves on the board of directors of Caterpillar Inc.

55 Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security since March 2016.

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and Vice President and Program Manager, Chinook from November 2009 to October 2012.

Caret serves on the board of directors of Deere & Company.

Name Age Principal Occupation or Employment/Other Business Affiliations

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and Vice President of IT Business Systems from September 2010 to December 2011.

Colbert serves on the board of directors of Archer-Daniels-Midland Company.

Michael D’Ambrose

63 Executive Vice President, Human Resources since July 2020.

Prior to joining Boeing, Mr.

64 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.

Dandridge 56 Senior Vice President, Communications since September 2020.

Dandridge’s prior experience includes serving as Global Chief Marketing and Communications Officer of AIG General Insurance from April 2018 to September 2020;

Dandridge 57 Chief Communications Officer and Senior Vice President, Communications since June 2021.

Prior to joining Boeing in September 2020 as Senior Vice President, Communications, Mr.

Dandridge served as Global Chief Marketing and Communications Officer of AIG General Insurance from April 2018 to September 2020;

Chief Marketing and Communications Officer of Marsh & McLennan Companies from March 2014 to April 2018;

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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 December 2017;

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.

Name Age Principal Occupation or Employment/Other Business Affiliations

50 Chief Legal Officer and Executive Vice President, Global Compliance since May 2020.

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and Chief Counsel, Network and Space Systems from September 2008 to March 2009.

Name Age Principal Occupation or Employment/Other Business Affiliations

62 Chief Engineer and Executive Vice President, Engineering Test and Technology since December 2020.

Hyslop's previous positions include Chief Engineer and Senior Vice President, Engineering Test and Technology from August 2019 to December 2020;Chief Technology Officer and Senior Vice President, Engineering Test and Technology from March 2016 to August 2019;

Vice president and General Manager of Boeing Research and Technology from February 2013 to March 2016 and Vice President and General Manager of Boeing Strategic Missile & Defense Systems from March 2009 to February 2013.

59 Executive Vice President, Government Operations since February 2018.

Keating joined Boeing in June 2008 as Senior Vice President, Government Operations.

From October 2002 to May 2008 he served as Senior Vice President, Global Government Relations at Honeywell International Inc.

Prior thereto, Mr.

Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C.

lobbying firm).

53 Executive Vice President, Enterprise Operations and Chief Financial Officer since May 2020.

He previously served as Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy from July 2017 to May 2020;

Interim President and Chief Executive Officer from December 2019 to January 2020;

Chief Financial Officer and Executive Vice President, Corporate Development and Strategy from February 2015 to June 2017;

Executive Vice President, Chief Financial Officer from February 2012 to February 2015;

Vice President of Finance and Corporate Controller from February 2010 to February 2012;

and Vice President of Financial Planning & Analysis from June 2008 to February 2010.

From August 2004 until June 2008, he served as Vice President of Global Investor Relations at Raytheon Company.

Prior to that, he held a number of positions at Boeing including CFO, Shared Services Group;

Controller, Shared Services Group;

Senior Director, Internal Audit;

and leadership roles in supply chain, factory operations and program management.

Smith serves on the board of Intel Corporation.

63 Chief Engineer and Executive Vice President, Engineering, Test & Technology since December 2020.

Hyslop's previous positions include Chief Engineer and Senior Vice President, Engineering, Test & Technology from August 2019 to December 2020;

Chief Technology Officer and Senior Vice President, Engineering, Test & Technology from March 2016 to August 2019;

Vice President and General Manager of Boeing Research and Technology from February 2013 to March 2016;

and Vice President and General Manager of Boeing Strategic Missile & Defense Systems from March 2009 to February 2013.

55 Executive Vice President, Government Operations since October 2021.

Prior to joining Boeing, Mr.

Ojakli served as a managing partner and Senior Vice President of Global Government Affairs at

SoftBank Group Corp.

from August 2018 to September 2020.

Prior to that, he served as Group Vice President, Government & Community Relations at Ford Motor Company from January 2004 to July 2018.

52 Executive Vice President and Chief Financial Officer since August 2021.

Prior to joining Boeing, Mr.

West served as Chief Financial Officer of Refinitiv Holdings (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021.

Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations of Oscar Insurance Corporation from January 2016 to October 2018.

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.

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

2 unchanged sentences

We have adopted (1) The Boeing Company Code of Ethical Business Conduct for the Board of Directors;

(2) The Boeing Company Code of Conduct for Finance Employees which is applicable to our Chief Executive Officer (CEO), Chief Financial Officer (CFO), Controller and all finance employees;

(2) The Boeing Company Code of Conduct for Finance Employees which is

applicable to our Chief Executive Officer (CEO), Chief Financial Officer (CFO), Controller and all finance employees;

and (3) The Boeing Code of Conduct that applies to all employees, including our CEO (collectively, the Codes of Conduct).

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

Riverside Plaza, Chicago, IL 60606.

7 unchanged sentences

Equity Compensation Plan Information

We currently maintain two equity compensation plans that provide for the issuance of common stock to officers and other employees, directors and consultants.

Each of these compensation plans was approved by our shareholders.

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

Our equity compensation plans approved by our shareholders provide for the issuance of common stock to officers and other employees, directors and consultants.

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

Plan Category Number of shares

to be issued upon exercise of outstanding

options, warrants

and rights Weighted-average

options and units Weighted-average

exercise price of

options, warrants

and rights Number of securities

options Number of securities

remaining available for

11 unchanged sentences

11,080,634 $121.83 7,922,062

(1) Includes 1,243,118 shares issuable in respect of PBRSUs subject to the satisfaction of performance criteria and assumes payout at maximum levels.

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

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

3 unchanged sentences

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

Principal Accounting Fees and Services

The information required by this Item will be included under the caption “Independent Auditor Fees” in the 2021 Proxy Statement, and that information is incorporated by reference herein.

Principal Accountant Fees and Services

Information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No.

34 ) will be included under the caption “Independent Auditor Fees” in the 2022 Proxy Statement, and that information is incorporated by reference herein.

Exhibits, Financial Statement Schedules

5 unchanged sentences

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, 2006)

3.2 By-Laws of The Boeing Company, as amended and restated effective March 19, 2020 (Exhibit 3.2 to the Company's Current Report on Form 8-K dated March 16, 2020)

3.2 By-Laws of The Boeing Company, as amended and restated effective August 31, 2021 (Exhibit 3.2 to the Company's Current Report on Form 8-K dated September 1, 2021)

4.1 Description 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, 2019)

2 unchanged sentences

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 October 25, 2021)

10.2 Two-Year Credit Agreement, dated as of March 19, 2021, among The Boeing Company, as Borrower, the Lenders party thereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A.

and Wells Fargo Bank, National Association, as documentation agents, and Citibank N.A., JPMorgan Chase Bank, N.A., BofA Securities, Inc.

and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company's Current Report on Form 8-K dated March 19, 2021)

10.3 Five-Year Credit Agreement, dated as of October 30, 2019, among The Boeing Company, for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank N.A.

10 unchanged sentences

10.10 Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007)*

10.10 Deferred Compensation Plan for Employees of The Boeing Company, as amended and restated effective January 1, 2019 (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended September 30, 2018)*

10.11 The Boeing Company Annual Incentive Plan, as amended and restated February 24, 2020 (formerly known as the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries) (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

1 unchanged sentence

10.13 Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of January 1, 2016 (Exhibit (10)(xvi) to the Company’s Form 10-K for the year ended December 31, 2015)*

10.14 The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2020 (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2019)*

10.14 The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2022*

10.15 The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2017 (Exhibit (10)(xviii) to the Company’s Form 10-K for the year ended December 31, 2016)*

10.16 The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective February 24, 2020 (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 30, 2020)*

10.16 The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective December 9, 2021*

10.17 Form of Non-Qualified Stock Option Grant Notice of Terms (Exhibit (10)(xvii)(b) to the Company’s Form 10-K for the year ended December 31, 2010)*

10.18 Form of U.S.

Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.19 Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.20 Form of U.S.

Notice of Terms of Non-Qualified Stock Option for CEO (Exhibit 10.3 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.21 Form of U.S.

Notice of Terms of Restricted Stock Units (Exhibit 10.4 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.22 Form of International Notice of Terms of Restricted Stock Units (Exhibit 10.5 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.23 Form of U.S.

Notice of Terms of Restricted Stock Units (Exhibit 10.6 to the Company’s 10-Q for the quarter ended March 31, 2021)*

10.24 Form of Notice of Terms of Supplemental Cash-based Award (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2021)*

10.25 Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2021)*

10.26 Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Company’s Current Report on Form 8-K dated June 29, 2021)*

10.27 Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.2 of the Company’s 10-Q for the quarter ended March 31, 2018)*

30 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 1, 2021.

THE BOEING COMPANY

/s/ Robert E.

Verbeck – Senior Vice President and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 1, 2021.

Calhoun /s/ Lynn J.

Calhoun – President and Chief Executive Officer Lynn J.

Good – Director

Hibbard – Senior Vice President and Controller

Calhoun /s/ Akhil Johri

Calhoun – President and Chief Executive Officer Akhil Johri – Director

(Principal Executive Officer)

/s/ Gregory D.

Smith /s/ Akhil Johri

Smith – Executive Vice President, Enterprise Operations and Chief Financial Officer Akhil Johri – Director

West /s/ David L.

West – Executive Vice President and Chief Financial Officer David L.

Joyce – Director

(Principal Financial Officer)

/s/ Robert E.

Verbeck /s/ Lawrence W.

Verbeck – Senior Vice President and Controller Lawrence W.

Kellner – Chairman of the Board

Hibbard /s/ Lawrence W.

Hibbard – Senior Vice President and Controller Lawrence W.

Kellner – Chair of the Board

(Principal Accounting Officer)

3 unchanged sentences

Mollenkopf – Director

/s/ Arthur D.

– Director John M.

Doughtie /s/ John M.

Doughtie – Director John M.

Richardson – Director

Doughtie /s/ Susan C.

Doughtie – Director Susan C.

Schwab – Director

/s/ Edmund P.

Giambastiani, Jr.

/s/ Ronald A.

Giambastiani, Jr.

– Director Ronald A.

Good /s/ Ronald A.

Good – Director Ronald A.

Williams – Director

/s/ Stayce D.

Harris – Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures