What changed in this filing

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Item 1. Business

2025-02-03 compared with 2024-01-31 · 34 added, 42 removed, 103 unchanged (42% of the section changed)

28 unchanged sentences

Human Capital

As of December 31, 2023 and 2022, Boeing’s total workforce was approximately 171,000 and 156,000 with 14% and 13% located outside of the U.S.

As of December 31, 2024, Boeing’s total workforce was approximately 172,000 with 15% located outside of the U.S.

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.

As of December 31, 2024, our workforce included approximately 58,000 union members.

Our principal collective bargaining agreements and their current status are summarized in the following table:

Union Percent of our Employees Represented Status of Major Agreements with Union

Union Percent of our 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 751 (Washington) expiring in September 2024 and one with IAM District 837 (Missouri) expiring in July 2025.

one with IAM District 837 (Missouri) expiring in July 2025 and one with IAM District 751 (Washington) expiring in September 2028.

The Society of Professional Engineering Employees in Aerospace (SPEEA) 10% We have two major agreements;

1 unchanged sentence

The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) 1% We have one major agreement with UAW District 1069 (Pennsylvania) expiring in April 2027.

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.

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.

To attract and retain the best-qualified talent, we offer competitive benefits, including market-competitive compensation, healthcare, paid time off, parental leave, retirement benefits, tuition assistance, employee skills development, leadership development and rotation programs.

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.

We also invest in rewarding performance and have established a multi-level recognition program for the purpose of acknowledging the achievements of excellent individual or team performance.

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

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.

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.

Our compensation program is designed to attract, reward and retain the best-qualified talent with competitive compensation and benefits, including healthcare, paid time off, parental leave, retirement benefits, tuition assistance, employee skills and leadership development programs, and mental and physical well-being programs.

We also invest in rewarding performance and have established a multi-level recognition program to acknowledge the achievements of excellent individual or team performance.

We support our employees’ continuous development of professional, technical and leadership skills through access to digital learning resources and partnerships with leading professional/technical societies and organizations around the world.

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.

Safety, quality, integrity and sustainability are at the core of how Boeing operates.

We aspire to achieve zero workplace injuries and provide a safe, open and accountable work environment for our employees.

Employees are 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.

We provide several channels for all employees to speak up, ask for guidance and report concerns related to ethics or safety violations.

Employees are 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.

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

We address employee concerns and take appropriate actions that uphold our Boeing values.

3 unchanged sentences

We intend to continue to compete with other aircraft manufacturers by providing customers with airplanes and services that deliver superior design, safety, quality, efficiency and value to customers around the world.

BDS faces strong competition primarily from Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Technologies Corporation, General Dynamics Corporation and SpaceX.

BDS faces strong competition primarily from Lockheed Martin Corporation, Northrop Grumman Corporation, RTX Corporation, General Dynamics Corporation and SpaceX.

companies such as BAE Systems and Airbus Group continue to build a strategic presence in the U.S.

19 unchanged sentences

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

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.

government would pay only for the work that has been accepted and could require us 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.

government can also hold us liable for damages resulting from the default.

1 unchanged sentence

In the U.S., our commercial aircraft products are required to comply with FAA regulations governing production and quality systems, airworthiness and installation approvals, repair procedures and continuing operational safety.

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.

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.

New aircraft models and new derivative aircraft are required to obtain FAA certification prior to entry into service.

3 unchanged sentences

We are subject to various federal, state, local and non-U.S.

laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes.

laws and regulations relating to environmental protection, including the utilization, discharge, treatment, storage, disposal and remediation of hazardous substances and wastes.

We could also be affected by laws and regulations relating to climate change, including laws limiting or otherwise related to greenhouse gas emissions.

These laws and regulations could lead to increased environmental compliance expenditures, increased energy and raw materials costs and new and/or additional investment in designs and technologies.

We continually assess our compliance status and management of environmental matters to ensure our operations are in compliance with all applicable environmental laws and regulations.

We continually assess our compliance status and management of environmental matters to monitor compliance with applicable environmental laws and regulations.

Investigation, remediation and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations.

6 unchanged sentences

Raw Materials, Parts and Subassemblies

We are highly dependent on the availability of essential materials, parts and subassemblies from our suppliers and subcontractors.

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

The most important raw materials required for our aerospace products are aluminum (sheet, plate, forgings and extrusions), titanium (sheet, plate, forgings and extrusions) and composites (including carbon and boron).

Although alternative sources generally exist for these raw materials, qualification of the sources could take a year or more.

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.

Many major components and product equipment items are procured or subcontracted on a sole-source basis.

2 unchanged sentences

suppliers and subcontractors to meet performance specifications, quality standards and delivery schedules at our anticipated costs.

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.

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.

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

We are also dependent on the availability of energy sources, such as electricity, at affordable prices.

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.

No material portion of our business is considered to be seasonal.

9 unchanged sentences

The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Boeing.

Forward-Looking Statements

Cautionary Note About Forward-Looking Statements

This report, as well as our annual report to shareholders, quarterly reports and other filings we make with the SEC, press and earnings releases and other written and oral communications, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions generally identify these forward-looking statements.

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

Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact.

Forward-looking statements are based on expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate.

These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict.

Forward-looking statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict.

Many factors, including those set forth in the “Risk Factors” section below and other important factors disclosed in this report and from time to time in our other filings with the SEC, could cause actual results to differ materially and adversely from these forward-looking statements.

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.

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.

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 1. Business