What changed in this filing

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Item 9A. Controls and Procedures

2023-01-27 compared with 2022-01-31 · 67 added, 66 removed, 180 unchanged (42% of the section changed)

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

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49 Chief Strategy Officer and Senior Vice President, Strategy and Corporate Development since October 2020.

Allen previously served as Senior Vice President and President, Embraer Partnership and Group Operations from April 2019 to October 2020, Senior Vice President and President, Boeing International from February 2015 to April 2019;

Allen previously served as Senior Vice President and President, Embraer Partnership and Group Operations from April 2019 to October 2020;

Senior Vice President and President, Boeing International from February 2015 to April 2019;

President of Boeing Capital Corporation from March 2014 to February 2015;

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

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

Arthur previously served as President of Boeing Europe from March 2016 to April 2019 and as Managing Director of Boeing United Kingdom and Ireland from September 2014 to April 2019.

50 Chief Communications Officer and Senior Vice President, Communications since August 2022.

Prior to joining Boeing, Mr.

Besanceney served as Senior Vice President and Chief Communications Officer for Walmart Inc.

from April 2016 to August 2022.

Prior to that he held executive-level positions for The Walt Disney Company including Senior Vice President of Public Affairs from 2010 to 2016 and Vice President of Public Affairs and Business Development for Disney’s Parks and Resorts division from 2009 to 2010.

65 President and Chief Executive Officer since January 2020 and a member of the Board of Directors since June 2009.

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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.

Caret joined Boeing in 1988, and her previous positions include President of Global Services & Support from February 2015 to March 2016;

Chief Financial Officer and Vice President, Finance, for BDS from March 2014 to February 2015;

Vice President and General Manager, Vertical Lift from November 2012 to February 2014;

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

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

Name Age Principal Occupation or Employment/Other Business Affiliations

Theodore Colbert III

48 Executive Vice President, President and Chief Executive Officer, Boeing Global Services since October 2019.

Colbert previously served as Chief Information Officer and Senior Vice President, Information Technology & Data Analytics from April 2016 to October 2019;

49 Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security since April 2022.

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;

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

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

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

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

and Chief Marketing Officer of Collective from February 2013 to February 2014.

58 Executive Vice President, President and Chief Executive Officer, Boeing Commercial Airplanes since October 2019.

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from June 2011 to January 2015.

Name Age Principal Occupation or Employment/Other Business Affiliations

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

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;

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.

Name Age Principal Occupation or Employment/Other Business Affiliations

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

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

Nelson 64 Senior Vice President and President, Boeing International since January 2023.

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.

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.

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.

Pope 50 Executive Vice President, President and Chief Executive Officer, Boeing Global Services since April 2022.

Pope joined Boeing in 1994, and her previous positions include Vice President and Chief Financial Officer of Boeing Commercial Airplanes from December 2020 to March 2022;

Vice President and Chief Financial Officer of Boeing Global Services from January 2017 to December 2020;

Vice President of Finance and Controller for Boeing Defense, Space & Security from August 2016 to December 2016;

and Vice President, Financial Planning & Analysis from February 2013 to July 2016.

Name Age Principal Occupation or Employment/Other Business Affiliations

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

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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.

Information required by Items 405, 407(d)(4) and 407(d)(5) of Regulation S-K will be included under the captions “Stock Ownership Information” and “Board Committees” in the 2022 Proxy Statement, and that information is incorporated by reference herein.

Codes of Ethics.

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;

and (2) 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 N.

Riverside Plaza, Chicago, IL 60606.

The Codes of Conduct are posted on our website, www.boeing.com/company/general-info/corporate-governance.page.

We intend to disclose promptly on our website any amendments to, or waivers of, the Codes of Conduct covering our CEO, CFO and/or Controller.

No family relationships exist among any of the executive officers, directors or director nominees.

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

Executive Compensation

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

The information required by Item 407(e)(4) and 407(e)(5) of Regulation S-K will be included under the captions “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the 2022 Proxy Statement, and that information is incorporated by reference herein.

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K will be included under the caption “Stock Ownership Information” in the 2022 Proxy Statement, and that information is incorporated by reference herein.

Equity Compensation Plan Information

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

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

For further information, see Note 17 to our Consolidated Financial Statements.

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

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 404 of Regulation S-K will be included under the caption “Related Person Transactions” in the 2022 Proxy Statement, and that information is incorporated by reference herein.

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

The information required by this item will be included under the captions “Related Person Transactions” and “Director Independence” in the 2023 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

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

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

Exhibits and Financial Statement Schedules

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

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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 August 31, 2021 (Exhibit 3.2 to the Company's Current Report on Form 8-K dated September 1, 2021)

3.2 By-Laws of The Boeing Company, as amended and restated, effective June 28, 2022 (Exhibit 3.2 to the Company's Form 10-Q for the quarter ended June 30, 2022)

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)

10.1 364-Day Credit Agreement, dated as of October 25, 2021, 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.

10.1 364-Day Credit Agreement, dated as of August 25, 2022, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, 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 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)

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, 2022)

10.2 Three-Year Credit Agreement, dated as of August 25, 2022, among The Boeing Company for itself and on behalf of its Subsidiaries, as a Borrower, the Lenders party hereto, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, 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 25, 2022)

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.

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

10.4 Three-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 October 30, 2019)

10.5 Term Loan Credit Agreement, dated as of February 6, 2020 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 6, 2020)

10.4 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)

10.5 Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C.

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

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

10.15 The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective December 9, 2021 (Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2021)*

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

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10.22 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)*

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

10.23 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)*

10.24 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)*

10.28 Form of Performance Award Notice (Exhibit 10.3 of the Company’s 10-Q for the quarter ended March 31, 2018)*

10.29 Form of Notice of Terms of Restricted Stock Units (Exhibit 10.1 to the Company’s 10-Q for the quarter ended March 31, 2018)*

10.30 Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.4 to the Company’s 10-Q for the quarter ended March 31, 2018)*

10.31 Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 25, 2017)*

10.25 Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

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10.33 Form of International Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2020)*

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)*

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)*

10.36 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)*

10.37 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)*

10.38 Form of International Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*

10.39 Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2022)*

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)*

10.41 Consulting Agreement, dated as of December 18, 2022, between The Boeing Company and GCubed Group LLC (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 18, 2022)*

21 List of Company Subsidiaries

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

Calhoun /s/ Akhil Johri

Calhoun – President and Chief Executive Officer Akhil Johri – Director

Calhoun /s/ Stayce D.

Calhoun – President and Chief Executive Officer and Director Stayce D.

Harris – Director

(Principal Executive Officer)

West /s/ David L.

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

Joyce – Director

West /s/ Akhil Johri

West – Executive Vice President and Chief Financial Officer Akhil Johri – Director

(Principal Financial Officer)

Hibbard /s/ Lawrence W.

Hibbard – Senior Vice President and Controller Lawrence W.

Kellner – Chair of the Board

Hibbard /s/ David L.

Hibbard – Senior Vice President and Controller David L.

Joyce – Director

(Principal Accounting Officer)

/s/ Robert A.

Bradway /s/ Steven M.

Bradway – Director Steven M.

Bradway /s/ Lawrence W.

Bradway – Director Lawrence W.

Kellner – Chair of the Board

Doughtie /s/ Steven M.

Doughtie – Director Steven M.

Mollenkopf – Director

Doughtie /s/ John M.

Doughtie – Director John M.

Gitlin /s/ John M.

Gitlin – Director John M.

Richardson – Director

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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