x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
THE BOEING COMPANY |
Delaware | 91-0425694 | |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) | |
100 N. Riverside Plaza, Chicago, IL | 60606-1596 | |
(Address of principal executive offices) | (Zip Code) |
Common Stock, $5 par value | New York Stock Exchange | |
(Title of each class) | (Name of each exchange on which registered) |
Large accelerated filer x | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
(a) | List of documents filed as part of this report: |
1. | Financial Statements |
2. | Financial Statement Schedules |
3. | Exhibits |
(3) | Articles of Incorporation and By-Laws. |
(i) | 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). |
(ii) | By-Laws of The Boeing Company, as amended and restated October 14, 2016 (Exhibit 3.2 to the Company’s Current Report on Form 8-K dated October 14, 2016). |
(10) | Material Contracts. |
(i) | 364-Day Credit Agreement, dated as of November 2, 2016, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Bank N.A. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 2, 2016). |
(ii) | Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 10, 2011). |
(iii) | Amendment No. 1 dated as of October 9, 2014 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 14, 2014). |
(iv) | Amendment No. 2 dated as of November 4, 2015 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 4, 2015). |
(v) | Amendment No. 3 dated as of November 2, 2016 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 2, 2016). |
(vi) | 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. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005). |
(vii) | Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006). |
(viii) | Summary of Non-Employee Director Compensation (Exhibit 10 to the Company’s Form 10-Q for the quarter ended September 30, 2016). |
(ix) | 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). |
(x) | Deferred Compensation Plan for Employees of The Boeing Company, as amended and restated on January 1, 2008 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 28, 2007). |
(xi) | * Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, as amended and restated effective October 31, 2016. |
(xii) | * The Boeing Company Elected Officer Annual Incentive Plan, as amended and restated effective October 31, 2016. |
(xiii) | 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). |
(xiv) | Transition and Retirement Agreement dated June 22, 2015 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 22, 2015). |
(xv) | Supplemental Pension Agreement between The Boeing Company and J. Michael Luttig dated January 25, 2007, as amended on November 14, 2007 (Exhibit (10)(xxx) to the Company’s Form 10-K for the year ended December 31, 2007). |
(xvi) | * Supplemental Benefit Plan for Employees of The Boeing Company, as amended and restated effective January 1, 2016. |
(xvii) | 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). |
(xviii) | * The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2017. |
(xix) | The Boeing Company 2003 Incentive Stock Plan. |
(a) | * Plan, as amended and restated effective October 31, 2016. |
(b) | 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). |
(c) | Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit (10)(xviii)(c) to the Company’s Form 10-K for the year ended December 31, 2016). |
(d) | Form of Performance Award Notice (Exhibit (10)(xviii)(d) to the Company’s Form 10-K for the year ended December 31, 2016). |
(e) | Form of Notice of Terms of Restricted Stock Units (Exhibit (10)(xviii)(e) to the Company’s |
(f) | Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2016). |
(g) | Form of Notice of Terms of Restricted Stock Units dated February 24, 2014 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 24, 2014). |
(h) | Form of Notice of Terms of Restricted Stock Units dated February 23, 2015. (Exhibit (10)(xviii)(i) to the Company’s Form 10-K for the year ended December 31, 2015). |
(i) | Notice of Terms of Restricted Stock Units (Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 22, 2015). |
(12) | * Computation of Ratio of Earnings to Fixed Charges. |
(14) | Codes of Ethics. |
(i) | The Boeing Company Code of Ethical Business Conduct for Members of the Board of Directors (www.boeing.com/resources/boeingdotcom/company/general_info/pdf/conduct_for_directors.pdf). |
(ii) | The Boeing Company Code of Conduct for Finance Employees (www.boeing.com/resources/boeingdotcom/company/general_info/pdf/code-of-conduct-for-finance.pdf). |
(iii) | The Boeing Company Code of Conduct (www.boeing.com/resources/boeingdotcom/principles/ethics_and_compliance/pdf/english.pdf). |
(21) | * List of Company Subsidiaries. |
(23) | * Consent of Independent Registered Public Accounting Firm. |
(31) | Section 302 Certifications. |
(i) | ** Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
(ii) | ** Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. |
(32) | Section 906 Certifications. |
(i) | * Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
(ii) | * Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
(99) | Additional Exhibits. |
1 | Commercial Program Method of Accounting (Exhibit (99)(i) to the 1997 Form 10-K). |
2 | ** Information Incorporated by Reference to the Form 10-Q for the Quarter Ended March 31, 2016. |
(101) | *Interactive Data Files. |
(101.INS) | XBRL Instance Document | ||
(101.SCH) | XBRL Taxonomy Extension Schema Document | ||
(101.CAL) | XBRL Taxonomy Extension Calculation Linkbase Document | ||
(101.DEF) | XBRL Taxonomy Extension Definition Linkbase Document | ||
(101.LAB) | XBRL Taxonomy Extension Label Linkbase Document | ||
(101.PRE) | XBRL Taxonomy Extension Presentation Linkbase Document | ||
* | Included in the Form 10-K for the year ended December 31, 2016 filed on February 8, 2017 |
** | Filed herewith |
THE BOEING COMPANY | ||
(Registrant) | ||
By: | /s/ Robert E. Verbeck | |
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller |