What changed in this filing

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Item 9A. Controls and Procedures

2024-01-31 compared with 2023-01-27 · 72 added, 51 removed, 196 unchanged (39% of the section changed)

3 unchanged sentences

(b) Management’s Report on Internal Control Over Financial Reporting.

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

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

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

4 unchanged sentences

Other Information

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Name Age Principal Occupation or Employment/Other Business Affiliations

Bertrand-Marc Allen

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;

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

Corporate Vice President, Boeing International and Chairman and President of Boeing (China) Co., Ltd.

from March 2011 to March 2014;

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

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

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

3 unchanged sentences

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.

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.

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

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Name Age Principal Occupation or Employment/Other Business Affiliations

64 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.

57 Chief Engineer and Executive Vice President, Engineering, Test & Technology since March 2023.

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.

Nelson 65 Senior Vice President and President, Boeing International since January 2023.

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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;

Pope 51 Executive Vice President and Chief Operating Officer since January 2024.

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;

1 unchanged sentence

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

Christopher Raymond

59 Executive Vice President, President and Chief Executive Officer, Boeing Global Services since January 2024.

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.

Name Age Principal Occupation or Employment/Other Business Affiliations

14 unchanged sentences

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”).

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, 2023 (the “2024 Proxy Statement”), and that information is incorporated by reference herein.

Executive Compensation

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

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

(2) Excludes the potential Performance Awards which the Compensation Committee has the discretion to pay in cash, stock or a combination of both after the three-year performance period which ended December 31, 2022.

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

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

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

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

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

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

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

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

12 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 June 28, 2022 (Exhibit 3.2 to the Company's Form 10-Q for the quarter ended June 30, 2022)

3.2 By-Laws of The Boeing Company, as amended and restated, effective August 2 9 , 202 3 (Exhibit 3.

1 to the Company's Form 10-Q for the quarter ended September 30, 202 3 )

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)

1 unchanged sentence

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, 2022)

and JPMorgan Chase Bank N.A., as joint lead arrangers and joint book managers (Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2023)

10.2 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, 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 Form 10-Q for the quarter ended September 30, 2023)

10.3 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.

14 unchanged sentences

10.12 The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 2000 and further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007)*

10.12 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)*

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

10.13 Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of June 1, 20 21 *

10.14 The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2022* (Exhibit 10.13 to the Company's Form 10-K for the year ended December 31, 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 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)*

10.17 The Boeing Company 2023 Incentive Stock Plan, effective April 18, 2023 (Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended March 31, 2023)*

10.18 Form of U.S.

10 unchanged sentences

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

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)*

10.26 Form of Performance Award Notice (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

10.27 Form of Notice of Terms of Restricted Stock Units (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

10.28 Form of International Notice of Terms of Performance-Based Restricted Stock Units (Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

10.29 Form of International Performance Award Notice (Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

10.30 Form of International Notice of Terms of Restricted Stock Units (Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended March 31, 2020)*

10.31 Notice of Terms of Supplemental Restricted Stock Units, dated February 24, 2020 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 23, 2020)*

10.32 Notice of Terms of Supplemental Performance-Based Restricted Stock Units, dated February 24, 2020 (Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 23, 2020)*

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)*

6 unchanged sentences

10.31 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)*

10.32 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)*

10.33 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)*

10.34 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, 2023)*

10.35 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, 2023) *

10.36 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, 2023)*

10.37 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, 2023)*

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)*

Notice of Terms of Special Restricted Stock Units - CEO, dated February 16, 2023 (Exhibit 10.

1 to the Company’s Current Report on Form 8 - K dated February 16, 2023 )*

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

4 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

97 The Bo eing C ompany Clawback Policy

99.1 Commercial Program Method of Accounting (Exhibit (99)(i) to the Company’s Form 10-K for the year ended December 31, 1997)

11 unchanged sentences

THE BOEING COMPANY

Hibbard – Senior Vice President and Controller

/s/ Michael J.

Cleary – Senior Vice President and Controller

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

Calhoun /s/ Stayce D.

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

Harris – Director

Calhoun /s/ Akhil Johri

Calhoun – President and Chief Executive Officer and Director Akhil Johri – Director

(Principal Executive Officer)

West /s/ Akhil Johri

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

(Principal Financial Officer)

Hibbard /s/ David L.

Hibbard – Senior Vice President and Controller David L.

West /s/ David L.

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

Joyce – Director

(Principal Financial Officer)

/s/ Michael J.

Cleary /s/ Lawrence W.

Cleary – Senior Vice President and Controller Lawrence W.

Kellner – Chair of the Board

(Principal Accounting Officer)

/s/ Robert A.

Bradway /s/ Lawrence W.

Bradway – Director Lawrence W.

Kellner – Chair of the Board

Doughtie /s/ Steven M.

Doughtie – Director Steven M.

Bradway /s/ Steven M.

Bradway – Director Steven M.

Mollenkopf – Director

Gitlin /s/ John M.

Gitlin – Director John M.

Doughtie /s/ John M.

Doughtie – Director John M.

Richardson – Director

Gitlin /s/ Sabrina Soussan

Gitlin – Director Sabrina Soussan – Director

Good /s/ Ronald A.

1 unchanged sentence

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