What changed in this filing

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Item 9A. Controls and Procedures

2025-02-03 compared with 2024-01-31 · 107 added, 108 removed, 160 unchanged (57% of the section changed)

2 unchanged sentences

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, 2024 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

(b) Management’s Annual 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 Rule 13a-15(f).

1 unchanged sentence

Based on this evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Our internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this report and is incorporated by reference herein.

Our internal control over financial reporting as of December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, who has issued an audit report which is included in Item 8 of this report and is incorporated by reference herein.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

1 unchanged sentence

During the three months ended December 31, 2024, 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

Directors, Executive Officers and Corporate Governance

Our executive officers and their ages as of January 31, 2024, are as follows:

Our executive officers and their ages as of February 3, 2025, are as follows:

Name Age Principal Occupation or Employment/Other Business Affiliations

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.

47 Executive Vice President and Chief Human Resources Officer since April 2024.

Amuluru previously served as Vice President and Assistant General Counsel, Boeing Defense, Space & Security from April 2023 to March 2024;

Chief Compliance Officer and Vice President, Global Compliance from May 2020 to April 2023;

Vice President and Assistant General Counsel, Engineering, Test & Technology, IT and Manufacturing, Supply Chain & Operations from October 2018 to May 2020;

and Senior Counsel from August 2017 to October 2018.

Senior Vice President, Global Public Policy since April 2023.

3 unchanged sentences

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.

Previously, Mr.

Calhoun served as Senior Managing Director & Head of Private Equity Portfolio Operations at The Blackstone Group from January 2014 to January 2020.

Prior to that, Mr.

Calhoun served as Chairman of the Board of Nielsen Holdings plc from January 2014 to January 2016, as Chief Executive Officer of Nielsen Holdings plc from May 2010 to January 2014, and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V.

from August 2006 to January 2014.

Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure.

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 directors of Caterpillar Inc.

Name Age Principal Occupation or Employment/Other Business Affiliations

Theodore Colbert III

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;

Vice President of Information Technology Infrastructure from December 2011 to November 2013;

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

66 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.

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

Deal joined Boeing in 1986, and his previous positions include Executive Vice President, President and Chief Executive Officer, Boeing Global Services from November 2016 to October 2019;

Senior Vice President of Commercial Aviation Services from March 2014 to November 2016;

Vice President and General Manager of Supply Chain Management and Operations for Commercial Airplanes from September 2011 to February 2014;

Vice President of Supplier Management from February 2010 to August 2011;

and Vice President of Asia Pacific Sales from December 2006 to January 2010.

Susan Doniz 54 Chief Information Officer and Senior Vice President, Information Technology & Data Analytics since May 2020.

Prior to joining Boeing, Ms.

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 January 2017;

and Global Product, Digital Strategy and Chief Information Officer of AIMIA Inc.

from June 2011 to January 2015.

65 Chief Information Digital Officer and Senior Vice President, Information Technology & Data Analytics since December 2024.

Deasy most recently served as Chief Information Officer for the U.S.

Department of Defense from 2018 to 2021.

Prior to that, he served as Global Chief Information Officer and Managing Director of JPMorgan Chase & Co.

from 2013 to 2017, and Global Chief Information Officer & Group Vice President of BP, Plc from 2007 to 2013.

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

3 unchanged sentences

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

Name Age Principal Occupation or Employment/Other Business Affiliations

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

3 unchanged sentences

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.

Name Age Principal Occupation or Employment/Other Business Affiliations

Nelson 66 Senior Vice President and President, Boeing Global 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.

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

64 President and Chief Executive Officer, and a member of the Board, since August 8, 2024.

Ortberg’s previous positions include Special Advisor to the Office of the Chief Executive Officer of RTX Corporation from February 2020 to March 2021 and Chief Executive Officer of Collins Aerospace, a United Technologies company, from December 2018 to February 2020.

Prior to that, he served in a number of leadership positions at Rockwell Collins, Inc., including Chairman, President and Chief Executive Officer from 2015 to 2018;

President and Chief Executive Officer from 2013 to 2015;

President from 2012 to 2013;

Executive Vice President, Chief Operating Officer of Government Systems from 2010 to 2012;

and Executive Vice President, Chief Operating Officer of Commercial Systems from 2006 to 2010.

Ortberg also serves on the board of directors of Aptiv PLC and served on the board of directors of RTX Corporation.

Pope 52 Executive Vice President and Chief Operating Officer since January 2024 and President and Chief Executive Officer, Boeing Commercial Airplanes since March 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;

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Name Age Principal Occupation or Employment/Other Business Affiliations

49 Senior Vice President and Chief Communications & Brand Officer since December 2024.

Schmidt joined Boeing in 2005, and her previous positions include interim Chief Communications Officer from August 2024 to December 2024;

Vice President, Corporate Communications and Employee Engagement from December 2022 to July 2024;

Vice President, Corporate Communications from January 2021 to December 2022;

Director, Executive Council Business Operations and Chief of Staff to Boeing CEO from October 2016 to January 2021;

and Director, Executive and Employee Communications, Boeing Commercial Airplanes from January 2013 to September 2016.

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

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Codes of Ethics.

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

and (2) The Boeing Code of Conduct that applies to all employees, including our CEO (collectively, the Codes of Conduct).

We have adopted a Code of Ethical Business Conduct for Directors;

and the Boeing Code of Conduct that applies to all employees (together, the Codes of Conduct).

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.

We intend to satisfy the disclosure requirements regarding any amendments to, or waivers of, the Codes of Conduct covering our CEO, CFO and/or Controller by posting such information on our website.

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

Additional information required by this item will be included under “Election of Directors (Item 1) – Director Nominees,” “Corporate Governance – Board Committees,” and “Compensation Discussion and Analysis – Other Program Features and Policies – Securities Trading Policy,” in our proxy statement, which will be filed with the SEC no later than 120 days after December 31, 2024 (the “2025 Proxy Statement”), and that information is incorporated by reference herein.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our 2025 Proxy Statement under “Stock Ownership Information - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

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 2024 Proxy Statement, and that information is incorporated by reference herein.

The information required by this item will be included under “Compensation Discussion and Analysis,” (other than “Pay Versus Performance”) “Compensation of Executive Officers,” and “Corporate Governance – Compensation of Directors,” in the 2025 Proxy Statement, and that information is incorporated by reference herein.

The information contained in "Compensation Discussion and Analysis

– Compensation Committee Report” shall not be deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates such information into future filings under the Securities Act of 1933 or the Exchange Act.

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

1 unchanged sentence

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, 2023:

The following table sets forth information regarding outstanding stock options and stock units, and shares available for future issuance under these plans as of December 31, 2024:

Plan Category Number of shares

22 unchanged sentences

(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 18 to our Consolidated Financial Statements.

The additional information required by this item will be included under the caption “Stock Ownership Information” in the 2024 Proxy Statement, and that information is incorporated by reference herein.

The additional information required by this item will be included under “Stock Ownership Information” in the 2025 Proxy Statement, and that information is incorporated by reference herein.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be included under the captions “Related Person Transactions” and “Director Independence” in the 2024 Proxy Statement, and that information is incorporated by reference herein.

The information required by this item will be included under “Corporate Governance - Related-Person Transactions,” “Corporate Governance - Director Independence,” and “Corporate Governance - Board Committees” in the 2025 Proxy Statement, and that information is incorporated by reference herein.

Principal Accountant Fees and Services

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 2024 Proxy Statement, and that information is incorporated by reference herein.

The information required by this item will be included under “Ratify the Appointment of Independent Auditor (Item 3) - Independent Auditor Fees” in the 2025 Proxy Statement, and that information is incorporated by reference herein.

Exhibits and Financial Statement Schedules

4 unchanged sentences

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

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)

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 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)

10.1 3 64-Day 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 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2023)

3.2 By-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)

3.3 Certificate 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)

4.1 Description of The Boeing Company Securities Registered under Section 12 of the Exchange Act

4.2 Senior 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)

4.3 First 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)

4.4 Form 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)

4.5 Deposit 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)

4.6 Form of Depositary Receipt for the Depositary Shares (Exhibit 4.

3 to the Company’s Current Report on Form 8-K dated October 28, 2024)

10.1 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)

and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book managers (Exhibit 10.2 to the Company’s Current Report o n Form 8-K, dated August 24, 2023 )

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)

10.4 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

10.5 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)

10.3 Five-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)

10.4 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.

5 unchanged sentences

10.8 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)*

10.11 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)*

10.9 The Boeing Company Global Annual Incentive Plan, as amended and restated effective January 1, 2025 (formerly known as The Boeing Company Annual Incentive Plan )*

10.10 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)*

10.13 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)*

10.17 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)*

10.11 Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of June 1, 2021 ( Exh i bit 10.13 to the Co mpany ’ s Form 10-K for the year ended December 31, 2023) *

10.12 The Boeing Company Executive Supplemental Savings Plan, as amended and restated effective January 1, 2025 *

10.13 The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2025 *

10.14 The Boeing Company 2003 Incentive Stock Plan, as amended and restated effective January 1, 2025 *

10.15 The Boeing Company 2023 Incentive Stock Plan, as amended and restated effective January 1, 2025 *

10.16 Form of U.S.

4 unchanged sentences

10.19 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 for CEO (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 Restricted Stock Units (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2021)*

10.20 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)*

18 unchanged sentences

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)*

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)*

10.35 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, 2024)*

10.36 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, 2024)*

10.37 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, 2024)*

10.38 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, 2024)*

10.39 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, 2024)*

10.40 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, 2024)*

10.41 Form 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)*

10.42 Form 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 ) *

10.43 Form 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)*

10.44 F orm of U.

Notice of Terms of Supplemental Restric ted Stock Unit s*

19 The Boeing Company Insider Trading Policy

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

97 The Boeing Company Clawback Policy (Exhibit 97 to the Company ’ s Form 1 0-K for the year ended December 31, 2023)

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

5 unchanged sentences

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101

† Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company will provide a copy of omitted schedule to the SEC upon request.

* Management contract or compensatory plan

2 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 January 31, 2024.

Pursuant to the requirements of Section 13 or 15(d) 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.

February 3, 2025

THE BOEING COMPANY

1 unchanged sentence

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/ Akhil Johri

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

/s/ Robert K.

Ortberg /s/ Lynn J.

Ortberg – President and Chief Executive Officer and Director Lynn J.

Good – Director

(Principal Executive Officer)

West /s/ David L.

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

Joyce – Director

West /s/ Stayce D.

West – Executive Vice President and Chief Financial Officer Stayce D.

Harris – Director

(Principal Financial Officer)

/s/ Michael J.

Cleary /s/ Lawrence W.

Cleary – Senior Vice President and Controller Lawrence W.

Kellner – Chair of the Board

Cleary /s/ Akhil Johri

Cleary – Senior Vice President and Controller Akhil Johri – Director

(Principal Accounting Officer)

/s/ Robert A.

Bradway /s/ Steven M.

Bradway – Director Steven M.

Mollenkopf – Director

Bradway /s/ David L.

Bradway – Director David L.

Joyce – Director

/s/ Mortimer J.

Buckley III /s/ Steven M.

Buckley – Director Steven M.

Mollenkopf – Chair of the Board

Doughtie /s/ John M.

3 unchanged sentences

Gitlin – Director Sabrina Soussan – Director

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