SecProbe.io

September 6, 2024
Robert K. Ortberg
Chief Executive Officer
The Boeing Company
929 Long Bridge Drive
Arlington, Virginia 22202
Re:The Boeing Company
Registration Statement on Form S-4
Filed August 12, 2024
File No. 333-281498
Dear Robert K. Ortberg:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed August 12, 2024
Cover Page
1.The disclosure in the second paragraph covering the merger consideration is difficult to
follow. Consider providing an illustrative example(s), perhaps in tabular format, of the
number of Boeing shares that will be issued for one share of Spirit based on the variations
described. Discussing quotients, greater or less than prices, volume-weighted average
prices, and number of trading days, while technically necessary, obscures the ability of a
reader to understand what exactly they are receiving in the merger. Please revise.
Questions and Answers
Q: What happens if the Merger is not completed?, page 7
Please revise the Q&A to disclose which of the most material conditions of the Merger
are able to be waived. Further, please revise the risk factor "Boeing and Spirit may waive
one or more of the conditions to the Closing without resoliciting stockholder approval of 2.

September 6, 2024
Page 2
the Merger Agreement Proposal and may terminate the Merger Agreement even if it has
been adopted by Spirit Stockholders" on page 37 to describe what kinds of conditions
could be waived and the negative effects it could have.
The Merger
Background of the Merger, page 65
3.We note that David Calhoun, your former President and Chief Executive Officer and who
participated in the Merger negotiations between Boeing and Spirit, was succeeded by
Robert Ortberg in August 2024. We also note your disclosures on pages 80 and 86 that the
Boeing Board considered Patrick Shanahan, Spirit’s President and Chief Executive
Officer, as a candidate for the role of your President and Chief Executive Officer. Please
revise to elaborate on this succession process, including when and how Robert Ortberg
was elected over Patrick Shanahan and any potential or actual conflicts when negotiating
the Merger. Further, please revise the “Executive Officers of the Registrant” section to
briefly discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that Robert Ortberg should serve as your director. Refer to Item 401(e) of
Regulation S-K.
4.We note your disclosures in this section that the Spirit Board considered and discussed
Spirit’s potential divestiture to Airbus Group of certain facilities and operations that
support Airbus programs, including the potential impact thereof on a potential strategic
transaction with Boeing. We also note that it is a closing condition that Spirit complete the
divestiture of the Spirit Airbus Business. Please revise to elaborate on why the Spirit
Board and Boeing Board considered this divestiture to be material to the Merger.
Recommendation of the Spirit Board and Its Reasons for the Merger, page 91
5.We note your disclosure here that the Spirit Board considered “Spirit’s standalone
strategic plan and related financial projections.” We also note your disclosure on page 69
regarding certain financial information “reflecting Spirit’s view as to its financial outlook
and prospects” that were prepared in February 2024. Please revise to clarify whether these
referenced financial projections are materially the same as the projections included in the
registration statement on pages 96 through 99, and clearly use defined terms. If the
projections are materially different, please explain these differences, what changes were
made and why.
Spirit Unaudited Forecasted Financial Information, page 96
6.We note your disclosures in paragraphs 1 and 2 of page 97 that certain important factors
may adversely affect your projections. Please expand the discussion of your material
assumptions underlying the projections, quantifying where applicable. Additionally,
please revise to provide detailed quantitative disclosure describing the basis for your
projected net revenues and the factors or contingencies that would affect such growth
ultimately materializing.
7.We note that your financial projections present five years of forecasts. Please revise to
discuss the basis of the projections and if the forecasts reflect more than assumptions
about growth rates.

September 6, 2024
Page 3
Information About Boeing
Security Ownership of Certain Beneficial Owners and Management, page 271
8.Please add a table that reflects the ownership of Boeing after the transaction.
General
9.Please furnish the information required by Item 9 of Form S-4.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Robert M. Hayward, P.C.