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The Boeing Co Report generated by [email protected]. Unauthorized distribution of this report is prohibited. ISS Proxy Analysis & Benchmark Policy Voting Recommendations Meeting Type: Annual Meeting Date: 29 April 2019 The Boeing Co. Record Date: 28 February 2019 Meeting ID: 1308084 Key Takeaways New York Stock Exchange: BA In light of uncertainty over the long-term impact of safety problems with the Index: S&P 500 company's 737 Max aircraft, cautionary support is warranted for the members Sector: Aerospace & Defense of the audit committee, which is responsible for compliance and risk GICS: 20101010 assessment and management. Primary Contacts Support is warranted for the proposed policy to require an independent board Marc Goldstein, JD chair, as shareholders would benefit from the most robust form of independent Enver Fitch – E&S U.S. Research Help Center oversight to ensure that the company's management is able to regain the confidence of regulators, customers and other key stakeholders. Support is warranted for the proposed amendment to the proxy access right, which would remove the shareholder aggregation limit, and would enhance the company's existing right for shareholders. Support is warranted for the proposal on lobbying disclosure, as additional information about related policies and procedures would aid shareholders in assessing the company's management of its political activities. Agenda & Recommendations Policy: United States Incorporated: Delaware, USA Item Code Proposal Board Rec. ISS Rec. MANAGEMENT PROPOSALS 1a M0201 Elect Director Robert A. Bradway FOR FOR 1b M0201 Elect Director David L. Calhoun FOR FOR 1c M0201 Elect Director Arthur D. Collins, Jr. FOR FOR 1d M0201 Elect Director Edmund P. Giambastiani, Jr. FOR FOR 1e M0201 Elect Director Lynn J. Good FOR FOR 1f M0201 Elect Director Nikki R. Haley FOR FOR 1g M0201 Elect Director Lawrence W. Kellner FOR FOR 1h M0201 Elect Director Caroline B. Kennedy FOR FOR 1i M0201 Elect Director Edward M. Liddy FOR FOR 1j M0201 Elect Director Dennis A. Muilenburg FOR FOR 1k M0201 Elect Director Susan C. Schwab FOR FOR 1l M0201 Elect Director Ronald A. Williams FOR FOR 1m M0201 Elect Director Mike S. Zafirovski FOR FOR 2 M0550 Advisory Vote to Ratify Named Executive Officers' Compensation FOR FOR 3 M0101 Ratify Deloitte & Touche LLP as Auditors FOR FOR Report Contents Financial Highlights 3 Vote Results 12 Corporate Governance Profile 4 Meeting Agenda and Proposals 13 Board Profile 6 Equity Ownership Profile 35 Compensation Profile 8 Additional Information 35 QualityScore 10 * ISS Environmental and Social QualityScore is newly introduced for 2018 and is based on company disclosure and transparency practices. © 2019 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be reproduced or disseminated in whole or in part without prior written permission from ISS. 154173 Report generated by [email protected]. Unauthorized distribution of this report is prohibited. The Boeing Co. (BA) Meeting Date: 29 April 2019 POLICY: United States Meeting ID: 1308084 SHAREHOLDER PROPOSALS 4 S0808 Report on Lobbying Payments and Policy AGAINST FOR 5 S0531 Adjust Executive Compensation Metrics for Share Buybacks AGAINST AGAINST 6 S0107 Require Independent Board Chairman AGAINST FOR 7 S0226 Amend Proxy Access Right AGAINST FOR 8 S0500 Adopt Share Retention Policy For Senior Executives AGAINST FOR Shading indicates that ISS recommendation differs from Board recommendation Items deserving attention due to contentious issues or controversy ISS-Company Dialogue Dates Topic Initiated By Notes March 30, Draft Review ISS The company was given the opportunity to review a draft of this 2019 analysis for fact-checking purposes. Note: ISS engages in ongoing dialogue with issuers in order to ask for additional information or clarification, but not to engage on behalf of its clients. Any draft review which may occur as part of this process is done for purposes of data verification only. All ISS recommendations are based solely upon publicly disclosed information. Material Company Updates Item Summary 737 Max Following two fatal accidents in a five-month period, Boeing 737 Max aircraft have been grounded worldwide. The company is said to be finalizing a software update for these aircraft, but airlines will need to update each plane and receive regulatory approval before flights can resume. For further discussion, see Item 1 below. Joint Ventures with Embraer On July 5, 2018, Boeing and Embraer announced that they had signed a Memorandum of Understanding proposing the formation of a joint venture comprising the commercial aircraft and services business of Embraer that would "strategically align with Boeing's commercial development, production, marketing and lifecycle services operations." Under the terms of the agreement, Boeing and Embraer will hold stakes of 80 percent and 20 percent, respectively, in the joint venture. On Jan. 24, 2019, Boeing and Embraer entered into a Master Transaction Agreement pursuant to which Embraer agreed to contribute certain assets and liabilities related to its commercial aviation business to a newly created subsidiary, and Boeing's Brazilian subsidiary agreed to acquire an 80 percent interest in that new company at an aggregate value of approximately $4.2 billion. The companies also agreed to establish a separate joint venture, 51 percent owned by Embraer, related to Embraer's KC-390 military aircraft. The transactions were approved by Embraer shareholders on Feb. 26, 2019, and the companies expect to obtain regulatory approvals and satisfy other closing conditions by the end of 2019. Publication Date: 2 April 2019 Page 2 Copyright © 2019 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be reproduced or disseminated in whole or in part without prior written permission from ISS. 154173 Report generated by [email protected]. Unauthorized distribution of this report is prohibited. The Boeing Co. (BA) Meeting Date: 29 April 2019 POLICY: United States Meeting ID: 1308084 Financial Highlights Company Description: The Boeing Company, together with its subsidiaries, designs, develops, manufactures, sales, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems, and services worldwide. STOCK PRICE PERFORMANCE TOTAL SHAREHOLDER RETURNS 1 Yr 3 Yr 5 Yr 250% Company TSR (%) 11.50 34.15 21.82 200% GICS 2010 TSR (%) -16.69 10.45 3.31 S&P500 TSR (%) -4.38 9.26 8.49 150% Source: Compustat. As of last day of company FY end month: 12/31/2018 100% COMPANY SNAPSHOT 50% Market Cap (M) 248,570.8 0% Closing Price 439.96 -50% Annual Dividend 7.19 -100% 52-Week High 441.42 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 52-Week Low 292.47 The Boeing Co. Shares Outstanding (M) 564.99 MSCI ACWI: Aerospace & Defense (GICS: 201010) Average daily trading volume (prior mo)* 4,511.48 S&P 500 As of February 28, 2019 (All currency in USD) * Trading Volume in thousands of shares FINANCIAL & OPERATIONAL PERFORMANCE Historical Performance (FY ending) Compared to Peers (Compustat FY*) – 2018 All currency in USD 12/2014 12/2015 12/2016 12/2017 12/2018 GD LMT NOC UTX GE Earnings General Lockheed Northrop United General Dynamics Martin Grumman Technologie Electric Co. Corp. Corp. Corp. s Corp. Revenue (M) 90,762 96,114 94,571 93,392 101,127 36,193 53,762 30,095 66,501 121,615 Net Income (M) 5,446 5,176 5,034 8,458 10,460 3,345 5,046 3,229 5,269 -22,355 EBITDA (M) 9,240 8,815 8,470 11,911 13,698 5,220 8,616 4,707 9,760 19,767 EPS (USD) 7.47 7.52 7.70 13.60 18.05 11.37 17.74 18.59 6.58 -2.43 EPS Y/Y Growth (%) 24 1 2 77 33 17 165 61 14 -257 Profitability Pretax Net Margin (%) 8 7 6 11 12 11 11 12 13 -17 EBITDA Margin (%) 10 9 9 13 14 14 16 16 15 16 Return on Equity (%) 63 82 599 2,309 3,086 29 362 39 14 -68 Return on Assets (%) 6 6 5 9 9 7 11 9 4 -7 ROIC (%) 32 34 47 80 95 14 36 15 6 -14 Leverage Debt/Assets 9 11 11 12 12 28 31 39 34 36 Debt/Equity 105 157 1,218 3,132 4,085 109 1,012 178 118 355 Cash Flows Operating (M) 8,858 9,363 10,499 13,344 15,322 3,128 3,138 3,827 6,322 4,246 Investing (M) 2,467 -1,846 -3,380 -2,062 -4,621 -10,234 -1,075 -8,878 -16,973 18,239 Financing (M) -8,593 -7,920 -9,587 -11,350 -11,722 5,086 -4,152 -4,595 7,965 -31,033 Net Change (M) 2,645 -431 -2,501 12 -1,074 -2,020 -2,089 -9,646 -2,806 -9,176 Valuation & Performance Price/Earnings 17.40 19.20 20.20 21.70 17.90 13.80 14.80 13.20 16.20 N/A Annual TSR (%) -2.63 14.13 11.32 94.50 11.50 -21.29 -16.33 -18.95 -14.67 -55.34 Source: Compustat. *Note: Compustat standardizes financial data and fiscal year designations to allow for meaningful comparison across companies. Compustat data may differ from companies' disclosed financials and does not incorporate non-trading equity units. Peers shown here represent closest industry peers drawn from those peers used in ISS’ pay-for-performance analysis. See www.issgovernance.com/policy-gateway/company-financials-faq/ for more information. Publication Date: 2 April 2019 Page 3 Copyright © 2019 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be reproduced or disseminated in whole or in part without prior written permission from ISS.
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