BA 10-K Annual Report Dec. 31, 2024 | Alphaminr

BA 10-K Fiscal year ended Dec. 31, 2024

BOEING CO
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1 Summary Of Significant Accounting PoliciesprintNote 2 Spirit AcquisitionprintNote 3 Goodwill and Acquired IntangiblesprintNote 4 Earnings Per ShareprintNote 5 Income TaxesprintNote 6 Accounts Receivable, NetprintNote 7 Allowances For Losses on Financial AssetsprintNote 8 InventoriesprintNote 9 Contracts with CustomersprintNote 10 Financing Receivables and Operating Lease EquipmentprintNote 11 Property, Plant and EquipmentprintNote 12 InvestmentsprintNote 13 LeasesprintNote 14 Liabilities, Commitments and ContingenciesprintNote 15 Arrangements with Off-balance Sheet RiskprintNote 16 DebtprintNote 17 Postretirement PlansprintNote 18 Share-based Compensation and Other Compensation ArrangementsprintNote 19 Shareholders EquityprintNote 20 Derivative Financial InstrumentsprintNote 21 Fair Value MeasurementsprintNote 22 Legal ProceedingsprintNote 23 Segment and Revenue InformationprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

2.1 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 Companys Current Report on Form 8-K, dated July 1, 2024) 3.1 Amended and Restated Certificate of Incorporation of The Boeing Company dated May5, 2006 (Exhibit 3.1to the Companys Current Report on Form 8-K dated May1, 2006) 3.2 By-Laws of The Boeing Company, as amended and restated, effective August 29, 2023 (Exhibit 3.1 to the Company'sCurrent Report on Form 8-K datedAugust 29, 2023) 3.3 Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective October31, 2024 (Exhibit 3.1 to the Companys 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 February1, 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 Companys 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 Companys 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 (Exhibit4.1to the Companys 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 Companys Current Report on Form 8-K dated October 28, 2024) 4.6 Form of Depositary Receipt for the Depositary Shares (Exhibit4.3to the Companys 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 CompanysCurrent Report onForm8-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 Companys 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 Companys Current Report on Form 8-K, dated May 15, 2024) 10.4 Joint Venture Master Agreement, dated as of May2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit(10)(i)to the Companys Form 10-Q for the quarter ended June30, 2005) 10.5 Delta Inventory Supply Agreement, dated as of December1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit(10)(vi)to the Companys Form 10-K for the year ended December31, 2006) 10.6 Deferred Prosecution Agreement dated January 6, 2021 (Exhibit 10.1 to the Companys Current Report on Form 8-K dated January 6, 2021) 10.7 Summary of Non employee Director Compensation (Exhibit 10.6 to the Companys Form 10-K for the year ended December 31, 2019)* 10.8 Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January1, 2008 (Exhibit 10.2 to the Companys Current Report on Form 8-K dated October28, 2007)* 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 May1, 2000,and further amended effective January1, 2008 (Exhibit 10.5 to the Companys Current Report on Form 8-K dated October28, 2007)* 10.11 Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of June 1, 2021(Exhibit 10.13 to the Companys Form 10-K for theyear 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. Notice of Terms of Non-Qualified Stock Option (Exhibit 10.1 to the Companys 10-Q for the quarter ended March 31, 2021)* 10.17 Form of International Notice of Terms of Non-Qualified Stock Option (Exhibit 10.2 to the Companys 10-Q for the quarter ended March 31, 2021)* 10.18 Form of U.S. Notice of Terms of Non-Qualified Stock Option for CEO (Exhibit 10.3 to the Companys 10-Q for the quarter ended March 31, 2021)* 10.19 Form of U.S. Notice of Terms of Restricted Stock Units for CEO (Exhibit 10.6 to the Companys 10-Q for the quarter ended March 31, 2021)* 10.20 Form of Notice of Terms of Supplemental Non-Qualified Stock Option (Exhibit 10.3 to the Companys Current Report on Form 8-K dated June 29, 2021)* 10.21 U.S. Notice of Terms of Non-Qualified Premium-Priced Stock Option for CEO, dated February 16, 2022 (Exhibit 10.1 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.22 U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units for CEO, dated February 16, 2022 (Exhibit 10.2 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.23 Form of U.S. Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.3 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.24 Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.4 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.25 Form of International Notice of Terms of Non-Qualified Premium-Priced Stock Option (Exhibit 10.5 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.26 Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.6 to the Companys Form 10-Q for the quarter ended March 31, 2022)* 10.27 Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units CEO (Exhibit 10.1 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.28 Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units CEO (Exhibit 10.2 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.29 Form of U.S. Notice of Terms of Long-Term Incentive Restricted Stock Units (Exhibit 10.3 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.30 Form of International Notice of Terms of Long-Term Incentive Restricted Stock Units (Stock-Settled) (Exhibit 10.4 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.31 Form of U.S. Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Exhibit 10.5 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.32 Form of International Notice of Terms of Long-Term Incentive Performance Restricted Stock Units (Stock-Settled) (Exhibit 10.6 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.33 U.S. Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.7 to the Companys Form 10-Q for the quarter ended March 31, 2023)* 10.34 U.S. Notice of Terms of Special Restricted Stock Units - CEO, dated February 16, 2023 (Exhibit 10.1 to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Form 10-Q for the quarter ended September 30, 2024)* 10.44 Form of U.S. Notice of Terms of Supplemental Restricted Stock Units* 19 The Boeing Company Insider Trading Policy 21 List of Company Subsidiaries 23 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Section302 of Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section302 of Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section906 of Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section906 of Sarbanes-Oxley Act of 2002 97 The Boeing Company Clawback Policy(Exhibit97 to the Companys Form 10-K for the year ended December 31, 2023)