x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE BOEING COMPANY
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Delaware
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91-0425694
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State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer Identification No.)
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100 N. Riverside Plaza, Chicago, IL
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60606-1596
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(Address of principal executive offices)
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(Zip Code)
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Common Stock, $5 par value
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New York Stock Exchange
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(Title of each class)
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(Name of each exchange on which registered)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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•
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Commercial Airplanes;
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•
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Our
Defense, Space & Security
(
BDS
) business comprises three segments:
|
•
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Boeing Military Aircraft
(
BMA
),
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•
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Network & Space Systems
(
N&SS
) and
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•
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Global Services & Support
(
GS&S
); and
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•
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Boeing Capital
(
BCC
).
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Union
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Percent of our Employees Represented
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Status of the Agreements with Major Union
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The International Association of Machinists and Aerospace Workers (IAM)
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22%
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We have two major agreements; one expiring in June 2022 and one in September 2024.
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The Society of Professional Engineering Employees in Aerospace (SPEEA)
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13%
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We have two major agreements expiring in Octo
ber 2016.
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The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW)
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1%
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We have one major agreement expiring in October 2022.
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•
|
changes in regulatory requirements;
|
•
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domestic and international government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation or participation requirements;
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•
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fluctuations in international currency exchange rates;
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•
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volatility in international political and economic environments and changes in non-U.S. national priorities and budgets, which can lead to delays or fluctuations in orders;
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•
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the complexity and necessity of using non-U.S. representatives and consultants;
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•
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the uncertainty of the ability of non-U.S. customers to finance purchases, including the availability of financing from the Export-Import Bank of the United States;
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•
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uncertainties and restrictions concerning the availability of funding credit or guarantees;
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•
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imposition of domestic and international taxes, export controls, tariffs, embargoes, sanctions and other trade restrictions;
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•
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the difficulty of management and operation of an enterprise spread over many countries;
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•
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compliance with a variety of international laws, as well as U.S. laws affecting the activities of U.S. companies abroad; and
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•
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unforeseen developments and conditions, including terrorism, war, epidemics and international conflicts.
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(Square feet in thousands)
|
Owned
|
|
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Leased
|
|
|
Government Owned
(1)
|
|
|
Total
|
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Commercial Airplanes
|
39,761
|
|
|
5,806
|
|
|
|
|
45,567
|
|
|
Defense, Space & Security
|
26,047
|
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8,091
|
|
|
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34,138
|
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Other
(2)
|
2,400
|
|
|
643
|
|
|
318
|
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|
3,361
|
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Total
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68,208
|
|
|
14,540
|
|
|
318
|
|
|
83,066
|
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•
|
Commercial Airplanes – Greater Seattle, WA; Greater Charleston, SC; Portland, OR; Greater Los Angeles, CA; Greater Salt Lake City, UT; Australia; and Canada
|
•
|
Defense, Space & Security – Greater St. Louis, MO; Greater Los Angeles, CA; Greater Seattle, WA; Philadelphia, PA; Mesa, AZ; San Antonio, TX; Huntsville, AL; Greater Washington, DC; Oklahoma City, OK; and Houston, TX
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•
|
Other – Chicago, IL and Greater Seattle, WA
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(a)
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(b)
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(c)
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(d)
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|||||
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Total Number
of Shares
Purchased
(1)
|
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Average
Price Paid per
Share
|
|
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Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
|
Approximate Dollar
Value of Shares That May Yet
be Purchased Under the
Plans or Programs
(2)
|
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||
10/1/2015 thru 10/31/2015
|
3,582,002
|
|
|
$139.77
|
|
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3,577,758
|
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$5,500
|
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11/1/2015 thru 11/30/2015
|
1,718,412
|
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145.83
|
|
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1,714,600
|
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5,250
|
|
||
12/1/2015 thru 12/31/2015
|
10,579
|
|
146.09
|
|
|
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14,000
|
|
|||
Total
|
5,310,993
|
|
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$141.74
|
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5,292,358
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(1)
|
We purchased an aggregate of
5,292,358
shares of our common stock in the open market pursuant to our repurchase plan and
18,349
shares transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. We purchased
286
shares in swap transactions.
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(2)
|
On December 14, 2015, we announced a new repurchase plan for up to
$14 billion
of common stock, replacing the plan previously authorized in 2014.
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Five-Year Summary (Unaudited)
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|||||||||||||||||||
(Dollars in millions, except per share data)
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2015
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2014
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2013
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2012
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2011
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|||||
Operations
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||||||||||
Revenues:
|
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||||||||||
Commercial Airplanes
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$66,048
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$59,990
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$52,981
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$49,127
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$36,171
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Defense, Space & Security:
|
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||||||||||
Boeing Military Aircraft
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13,482
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13,500
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15,275
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15,373
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14,100
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|||||
Network & Space Systems
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7,751
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8,003
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8,512
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7,911
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8,964
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|||||
Global Services & Support
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9,155
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9,378
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9,410
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9,323
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8,912
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|||||
Total Defense, Space & Security
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30,388
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30,881
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33,197
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32,607
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31,976
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|||||
Boeing Capital
|
413
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416
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408
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468
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547
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|||||
Unallocated items, eliminations, and other
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(735
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)
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(525
|
)
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37
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(504
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)
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41
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|||||
Total revenues
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$96,114
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$90,762
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$86,623
|
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$81,698
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$68,735
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General and administrative expense
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3,525
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3,767
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3,956
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3,717
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3,408
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|||||
Research and development expense
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3,331
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3,047
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3,071
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3,298
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3,918
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|||||
Other (loss)/income, net
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(13
|
)
|
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(3
|
)
|
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56
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|
|
62
|
|
|
47
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|
|||||
Net earnings from continuing operations
|
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$5,176
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$5,446
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$4,586
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$3,903
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|
|
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$4,011
|
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Net (loss)/gain on disposal of discontinued operations, net of tax
|
|
|
|
|
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(1
|
)
|
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(3
|
)
|
|
7
|
|
|||||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
|
|
$3,900
|
|
|
|
$4,018
|
|
Basic earnings per share from continuing operations
|
7.52
|
|
|
7.47
|
|
|
6.03
|
|
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5.15
|
|
|
5.38
|
|
|||||
Diluted earnings per share from continuing operations
|
7.44
|
|
|
7.38
|
|
|
5.96
|
|
|
5.11
|
|
|
5.33
|
|
|||||
Cash dividends declared
|
|
$2,575
|
|
|
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$2,210
|
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$1,642
|
|
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$1,360
|
|
|
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$1,263
|
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Per share
|
3.82
|
|
|
3.10
|
|
|
2.185
|
|
|
1.81
|
|
|
1.70
|
|
|||||
Additions to Property, plant and equipment
|
2,450
|
|
|
2,236
|
|
|
2,098
|
|
|
1,703
|
|
|
1,713
|
|
|||||
Depreciation of Property, plant and equipment
|
1,357
|
|
|
1,414
|
|
|
1,338
|
|
|
1,248
|
|
|
1,119
|
|
|||||
Year-end workforce
|
161,400
|
|
|
165,500
|
|
|
168,400
|
|
|
174,400
|
|
|
171,700
|
|
|||||
Financial position at December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
(1)
|
|
$94,408
|
|
|
|
$92,921
|
|
|
|
$90,014
|
|
|
|
$84,528
|
|
|
|
$77,206
|
|
Working capital
(1)
|
17,822
|
|
|
19,534
|
|
|
19,830
|
|
|
16,667
|
|
|
11,287
|
|
|||||
Property, plant and equipment, net
|
12,076
|
|
|
11,007
|
|
|
10,224
|
|
|
9,660
|
|
|
9,313
|
|
|||||
Cash and cash equivalents
|
11,302
|
|
|
11,733
|
|
|
9,088
|
|
|
10,341
|
|
|
10,049
|
|
|||||
Short-term and other investments
|
750
|
|
|
1,359
|
|
|
6,170
|
|
|
3,217
|
|
|
1,223
|
|
|||||
Total debt
|
9,964
|
|
|
9,070
|
|
|
9,635
|
|
|
10,409
|
|
|
12,371
|
|
|||||
Customer financing assets
|
3,570
|
|
|
3,561
|
|
|
3,971
|
|
|
4,420
|
|
|
4,772
|
|
|||||
Shareholders’ equity
|
6,335
|
|
|
8,665
|
|
|
14,875
|
|
|
5,867
|
|
|
3,515
|
|
|||||
Common shares outstanding (in millions)
|
666.6
|
|
|
706.7
|
|
|
747.4
|
|
|
755.6
|
|
|
744.7
|
|
|||||
Contractual Backlog:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Airplanes
|
|
$431,408
|
|
|
|
$440,118
|
|
|
|
$372,980
|
|
|
|
$317,287
|
|
|
|
$293,303
|
|
Defense, Space & Security:
|
|
|
|
|
|
|
|
|
|
||||||||||
Boeing Military Aircraft
|
20,019
|
|
|
21,119
|
|
|
23,580
|
|
|
27,878
|
|
|
22,091
|
|
|||||
Network & Space Systems
|
7,368
|
|
|
8,935
|
|
|
9,832
|
|
|
10,078
|
|
|
9,429
|
|
|||||
Global Services & Support
|
17,800
|
|
|
16,920
|
|
|
16,269
|
|
|
17,112
|
|
|
14,834
|
|
|||||
Total Defense, Space & Security
|
45,187
|
|
|
46,974
|
|
|
49,681
|
|
|
55,068
|
|
|
46,354
|
|
|||||
Total contractual backlog
|
|
$476,595
|
|
|
|
$487,092
|
|
|
|
$422,661
|
|
|
|
$372,355
|
|
|
|
$339,657
|
|
(1)
|
Prior year balances of deferred tax assets/(liabilities) have been revised to reflect current year presentation. See Note
4
to our Consolidated Financial Statements.
|
(1)
|
These measures exclude certain components of pension and other postretirement benefit expense. See page
43
for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Commercial Airplanes
|
|
$66,048
|
|
|
|
$59,990
|
|
|
|
$52,981
|
|
Defense, Space & Security
|
30,388
|
|
|
30,881
|
|
|
33,197
|
|
|||
Boeing Capital
|
413
|
|
|
416
|
|
|
408
|
|
|||
Unallocated items, eliminations and other
|
(735
|
)
|
|
(525
|
)
|
|
37
|
|
|||
Total
|
|
$96,114
|
|
|
|
$90,762
|
|
|
|
$86,623
|
|
|
Pension
|
||||||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Service cost
|
|
$1,764
|
|
|
|
$1,661
|
|
|
|
$1,886
|
|
Interest cost
|
2,990
|
|
|
3,058
|
|
|
2,906
|
|
|||
Expected return on plan assets
|
(4,031
|
)
|
|
(4,169
|
)
|
|
(3,874
|
)
|
|||
Amortization of prior service costs
|
196
|
|
|
177
|
|
|
196
|
|
|||
Recognized net actuarial loss
|
1,577
|
|
|
1,020
|
|
|
2,231
|
|
|||
Settlement/curtailment/other losses
|
290
|
|
|
461
|
|
|
104
|
|
|||
Net periodic benefit cost
|
|
$2,786
|
|
|
|
$2,208
|
|
|
|
$3,449
|
|
(Dollars in millions)
|
Pension
|
||||||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Allocated to business segments
|
|
($1,945
|
)
|
|
|
($1,746
|
)
|
|
|
($1,662
|
)
|
Unallocated items, eliminations and other
|
(421
|
)
|
|
(1,469
|
)
|
|
(1,374
|
)
|
|||
Total
|
|
($2,366
|
)
|
|
|
($3,215
|
)
|
|
|
($3,036
|
)
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Earnings from operations
|
|
$7,443
|
|
|
|
$7,473
|
|
|
|
$6,562
|
|
Other (loss)/income, net
|
(13
|
)
|
|
(3
|
)
|
|
56
|
|
|||
Interest and debt expense
|
(275
|
)
|
|
(333
|
)
|
|
(386
|
)
|
|||
Earnings before income taxes
|
7,155
|
|
|
7,137
|
|
|
6,232
|
|
|||
Income tax expense
|
(1,979
|
)
|
|
(1,691
|
)
|
|
(1,646
|
)
|
|||
Net earnings from continuing operations
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,586
|
|
(Dollars in millions)
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Contractual Backlog:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$431,408
|
|
|
|
$440,118
|
|
|
|
$372,980
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
20,019
|
|
|
21,119
|
|
|
23,580
|
|
|||
Network & Space Systems
|
7,368
|
|
|
8,935
|
|
|
9,832
|
|
|||
Global Services & Support
|
17,800
|
|
|
16,920
|
|
|
16,269
|
|
|||
Total Defense, Space & Security
|
45,187
|
|
|
46,974
|
|
|
49,681
|
|
|||
Total contractual backlog
|
|
$476,595
|
|
|
|
$487,092
|
|
|
|
$422,661
|
|
Unobligated backlog
|
|
$12,704
|
|
|
|
$15,299
|
|
|
|
$18,267
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$66,048
|
|
|
|
$59,990
|
|
|
|
$52,981
|
|
% of total company revenues
|
69
|
%
|
|
66
|
%
|
|
61
|
%
|
|||
Earnings from operations
|
|
$5,157
|
|
|
|
$6,411
|
|
|
|
$5,795
|
|
Operating margins
|
7.8
|
%
|
|
10.7
|
%
|
|
10.9
|
%
|
|||
Research and development
|
|
$2,340
|
|
|
|
$1,881
|
|
|
|
$1,807
|
|
Contractual backlog
|
|
$431,408
|
|
|
|
$440,118
|
|
|
|
$372,980
|
|
Unobligated backlog
|
|
$216
|
|
|
|
$360
|
|
|
|
$660
|
|
|
737
|
|
*
|
747
|
|
†
|
767
|
|
|
777
|
|
|
787
|
|
†
|
Total
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cumulative deliveries
|
5,713
|
|
|
1,519
|
|
|
1,083
|
|
|
1,361
|
|
|
363
|
|
|
|
Deliveries
|
495
|
|
(15)
|
18
|
|
(3)
|
16
|
|
|
98
|
|
|
135
|
|
|
762
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cumulative deliveries
|
5,218
|
|
1,501
|
|
1,067
|
|
1,263
|
|
228
|
|
|
|||||
Deliveries
|
485
|
(15)
|
19
|
(3)
|
6
|
|
99
|
|
114
|
|
723
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cumulative deliveries
|
4,733
|
|
1,482
|
|
1,061
|
|
1,164
|
|
114
|
|
|
|||||
Deliveries
|
440
|
(8)
|
24
|
|
21
|
|
98
|
|
65
|
(1)
|
648
|
†
|
Aircraft accounted for as revenues by Commercial Airplanes and as operating leases in consolidation identified by parentheses
|
|
Program
|
||||||||||||||
|
737
|
|
|
747**
|
|
767
|
|
|
777
|
|
|
777X
|
|
787
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Program accounting quantities
|
8,400
|
|
|
1,574
|
|
1,147
|
|
|
1,650
|
|
|
*
|
|
1,300
|
|
Undelivered units under firm orders
|
4,392
|
|
|
20
|
|
80
|
|
|
218
|
|
|
306
|
|
779
|
|
Cumulative firm orders
|
10,105
|
|
|
1,539
|
|
1,163
|
|
|
1,579
|
|
|
306
|
|
1,142
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Program accounting quantities
|
7,800
|
|
|
1,574
|
|
1,113
|
|
|
1,600
|
|
|
*
|
|
1,300
|
|
Undelivered units under firm orders
|
4,299
|
|
|
36
|
|
47
|
|
|
278
|
|
|
286
|
|
843
|
|
Cumulative firm orders
|
9,517
|
|
|
1,537
|
|
1,114
|
|
|
1,541
|
|
|
286
|
|
1,071
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||
Program accounting quantities
|
7,000
|
|
|
1,574
|
|
1,113
|
|
|
1,550
|
|
|
*
|
|
1,300
|
|
Undelivered units under firm orders
|
3,680
|
|
|
55
|
|
49
|
|
|
314
|
|
|
66
|
|
916
|
|
Cumulative firm orders
|
8,413
|
|
|
1,537
|
|
1,110
|
|
|
1,478
|
|
|
66
|
|
1,030
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$30,388
|
|
|
|
$30,881
|
|
|
|
$33,197
|
|
% of total company revenues
|
32
|
%
|
|
34
|
%
|
|
38
|
%
|
|||
Earnings from operations
|
|
$3,274
|
|
|
|
$3,133
|
|
|
|
$3,235
|
|
Operating margins
|
10.8
|
%
|
|
10.1
|
%
|
|
9.7
|
%
|
|||
Contractual backlog
|
|
$45,187
|
|
|
|
$46,974
|
|
|
|
$49,681
|
|
Unobligated backlog
|
|
$12,488
|
|
|
|
$14,939
|
|
|
|
$17,607
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
F/A-18 Models
|
35
|
|
|
44
|
|
|
48
|
|
F-15 Models
|
12
|
|
|
14
|
|
|
14
|
|
C-17 Globemaster III
|
5
|
|
|
7
|
|
|
10
|
|
CH-47 Chinook (New)
|
41
|
|
|
54
|
|
|
44
|
|
CH-47 Chinook (Renewed)
|
16
|
|
|
|
|
|
14
|
|
AH-64 Apache (New)
|
23
|
|
|
45
|
|
|
37
|
|
AH-64 Apache (Remanufactured)
|
38
|
|
|
37
|
|
|
45
|
|
P-8 Models
|
14
|
|
|
11
|
|
|
11
|
|
AEW&C
|
1
|
|
|
3
|
|
|
|
|
C-40A
|
1
|
|
|
1
|
|
|
|
|
Total
|
186
|
|
|
216
|
|
|
223
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$13,482
|
|
|
|
$13,500
|
|
|
|
$15,275
|
|
% of total company revenues
|
14
|
%
|
|
15
|
%
|
|
18
|
%
|
|||
Earnings from operations
|
|
$1,318
|
|
|
|
$1,301
|
|
|
|
$1,501
|
|
Operating margins
|
9.8
|
%
|
|
9.6
|
%
|
|
9.8
|
%
|
|||
Contractual backlog
|
|
$20,019
|
|
|
|
$21,119
|
|
|
|
$23,580
|
|
Unobligated backlog
|
|
$7,151
|
|
|
|
$8,020
|
|
|
|
$10,064
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$7,751
|
|
|
|
$8,003
|
|
|
|
$8,512
|
|
% of total company revenues
|
8
|
%
|
|
9
|
%
|
|
10
|
%
|
|||
Earnings from operations
|
|
$726
|
|
|
|
$698
|
|
|
|
$719
|
|
Operating margins
|
9.4
|
%
|
|
8.7
|
%
|
|
8.4
|
%
|
|||
Contractual backlog
|
|
$7,368
|
|
|
|
$8,935
|
|
|
|
$9,832
|
|
Unobligated backlog
|
|
$4,979
|
|
|
|
$5,987
|
|
|
|
$6,076
|
|
Years ended December 31,
|
2015
|
|
2014
|
|
2013
|
Commercial and civil satellites
|
3
|
|
5
|
|
3
|
Military satellites
|
1
|
|
|
|
4
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$9,155
|
|
|
|
$9,378
|
|
|
|
$9,410
|
|
% of total company revenues
|
10
|
%
|
|
10
|
%
|
|
11
|
%
|
|||
Earnings from operations
|
|
$1,230
|
|
|
|
$1,134
|
|
|
|
$1,015
|
|
Operating margins
|
13.4
|
%
|
|
12.1
|
%
|
|
10.8
|
%
|
|||
Contractual backlog
|
|
$17,800
|
|
|
|
$16,920
|
|
|
|
$16,269
|
|
Unobligated backlog
|
|
$358
|
|
|
|
$932
|
|
|
|
$1,467
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues
|
|
$413
|
|
|
|
$416
|
|
|
|
$408
|
|
Earnings from operations
|
|
$50
|
|
|
|
$92
|
|
|
|
$107
|
|
Operating margins
|
12
|
%
|
|
22
|
%
|
|
26
|
%
|
(Dollars in millions)
|
2015
|
|
|
2014
|
|
||
Customer financing and investment portfolio, net
|
|
$3,449
|
|
|
|
$3,493
|
|
Other assets, primarily cash and short-term investments
|
480
|
|
|
615
|
|
||
Total assets
|
|
$3,929
|
|
|
|
$4,108
|
|
|
|
|
|
||||
Other liabilities, primarily deferred income taxes
|
|
$1,099
|
|
|
|
$1,212
|
|
Debt, including intercompany loans
|
2,355
|
|
|
2,412
|
|
||
Equity
|
475
|
|
|
484
|
|
||
Total liabilities and equity
|
|
$3,929
|
|
|
|
$4,108
|
|
|
|
|
|
||||
Debt-to-equity ratio
|
5.0-to-1
|
|
|
5.0-to-1
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
Non-cash items
|
2,392
|
|
|
2,515
|
|
|
2,516
|
|
|||
Changes in working capital
|
1,795
|
|
|
897
|
|
|
1,078
|
|
|||
Net cash provided by operating activities
|
9,363
|
|
|
8,858
|
|
|
8,179
|
|
|||
Net cash (used)/provided by investing activities
|
(1,846
|
)
|
|
2,467
|
|
|
(5,154
|
)
|
|||
Net cash used by financing activities
|
(7,920
|
)
|
|
(8,593
|
)
|
|
(4,249
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(28
|
)
|
|
(87
|
)
|
|
(29
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(431
|
)
|
|
2,645
|
|
|
(1,253
|
)
|
|||
Cash and cash equivalents at beginning of year
|
11,733
|
|
|
9,088
|
|
|
10,341
|
|
|||
Cash and cash equivalents at end of period
|
|
$11,302
|
|
|
|
$11,733
|
|
|
|
$9,088
|
|
(Dollars in millions)
|
Total
|
|
|
Less
than 1
year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
After 5
years
|
|
|||||
Long-term debt (including current portion)
|
|
$9,922
|
|
|
|
$1,186
|
|
|
|
$996
|
|
|
|
$2,358
|
|
|
|
$5,382
|
|
Interest on debt
(1)
|
5,580
|
|
|
459
|
|
|
849
|
|
|
718
|
|
|
3,554
|
|
|||||
Pension and other postretirement cash requirements
|
14,146
|
|
|
640
|
|
|
1,718
|
|
|
4,222
|
|
|
7,566
|
|
|||||
Capital lease obligations
|
157
|
|
|
55
|
|
|
76
|
|
|
16
|
|
|
10
|
|
|||||
Operating lease obligations
|
1,529
|
|
|
244
|
|
|
405
|
|
|
277
|
|
|
603
|
|
|||||
Purchase obligations not recorded on the Consolidated Statements of Financial Position
|
123,100
|
|
|
43,471
|
|
|
31,741
|
|
|
24,465
|
|
|
23,423
|
|
|||||
Purchase obligations recorded on the Consolidated Statements of Financial Position
|
16,580
|
|
|
15,358
|
|
|
824
|
|
|
125
|
|
|
273
|
|
|||||
Total contractual obligations
(2)
|
|
$171,014
|
|
|
|
$61,413
|
|
|
|
$36,609
|
|
|
|
$32,181
|
|
|
|
$40,811
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at
December 31, 2015
. Variable rate debt was
3%
of our total debt at
December 31, 2015
.
|
(2)
|
Excludes income tax matters. As of
December 31, 2015
, our net liability for income taxes payable, including uncertain tax positions, was
$1,177 million
. We are not able to reasonably estimate the timing of future cash flows related to uncertain tax positions.
|
(Dollars in millions)
|
Total Amounts
Committed/Maximum
Amount of Loss
|
|
|
Less than
1 year
|
|
|
1-3
years
|
|
|
4-5
years
|
|
|
After 5
years
|
|
|||||
Standby letters of credit and surety bonds
|
|
$4,968
|
|
|
|
$3,127
|
|
|
|
$1,355
|
|
|
|
$182
|
|
|
|
$304
|
|
Commercial aircraft financing commitments
|
16,283
|
|
|
2,897
|
|
|
6,899
|
|
|
4,205
|
|
|
2,282
|
|
|||||
Total commercial commitments
|
|
$21,251
|
|
|
|
$6,024
|
|
|
|
$8,254
|
|
|
|
$4,387
|
|
|
|
$2,586
|
|
(1)
|
Earnings per share impact is presented net of the federal statutory rate of 35.0%.
|
(Dollars in millions)
|
Change in discount rate
Increase 25 bps
|
|
|
Change in discount rate
Decrease 25 bps
|
|
||
Pension plans
|
|
|
|
||||
Projected benefit obligation
|
|
($2,128
|
)
|
|
|
$2,648
|
|
Net periodic pension cost
|
(129
|
)
|
|
152
|
|
|
Page
|
|
|
(Dollars in millions, except per share data)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Sales of products
|
|
$85,255
|
|
|
|
$80,688
|
|
|
|
$76,792
|
|
Sales of services
|
10,859
|
|
|
10,074
|
|
|
9,831
|
|
|||
Total revenues
|
96,114
|
|
|
90,762
|
|
|
86,623
|
|
|||
|
|
|
|
|
|
||||||
Cost of products
|
(73,446
|
)
|
|
(68,551
|
)
|
|
(65,640
|
)
|
|||
Cost of services
|
(8,578
|
)
|
|
(8,132
|
)
|
|
(7,553
|
)
|
|||
Boeing Capital interest expense
|
(64
|
)
|
|
(69
|
)
|
|
(75
|
)
|
|||
Total costs and expenses
|
(82,088
|
)
|
|
(76,752
|
)
|
|
(73,268
|
)
|
|||
|
14,026
|
|
|
14,010
|
|
|
13,355
|
|
|||
Income from operating investments, net
|
274
|
|
|
287
|
|
|
214
|
|
|||
General and administrative expense
|
(3,525
|
)
|
|
(3,767
|
)
|
|
(3,956
|
)
|
|||
Research and development expense, net
|
(3,331
|
)
|
|
(3,047
|
)
|
|
(3,071
|
)
|
|||
(Loss)/gain on dispositions, net
|
(1
|
)
|
|
(10
|
)
|
|
20
|
|
|||
Earnings from operations
|
7,443
|
|
|
7,473
|
|
|
6,562
|
|
|||
Other (loss)/income, net
|
(13
|
)
|
|
(3
|
)
|
|
56
|
|
|||
Interest and debt expense
|
(275
|
)
|
|
(333
|
)
|
|
(386
|
)
|
|||
Earnings before income taxes
|
7,155
|
|
|
7,137
|
|
|
6,232
|
|
|||
Income tax expense
|
(1,979
|
)
|
|
(1,691
|
)
|
|
(1,646
|
)
|
|||
Net earnings from continuing operations
|
5,176
|
|
|
5,446
|
|
|
4,586
|
|
|||
Net loss on disposal of discontinued operations, net of taxes of $0, $0, $0
|
|
|
|
|
|
|
(1
|
)
|
|||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$7.52
|
|
|
|
$7.47
|
|
|
|
$6.03
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$7.44
|
|
|
|
$7.38
|
|
|
|
$5.96
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
Other comprehensive income/(loss), net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(92
|
)
|
|
(97
|
)
|
|
(64
|
)
|
|||
Unrealized gains on certain investments, net of tax of ($5), $0 and $0
|
8
|
|
|
|
|
|
|
||||
Unrealized (loss)/gain on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized (loss) arising during period, net of tax of $77, $77, and $42
|
(140
|
)
|
|
(137
|
)
|
|
(75
|
)
|
|||
Reclassification adjustment for loss/(gain) included in net earnings, net of tax of ($43), ($4), and $9
|
79
|
|
|
7
|
|
|
(17
|
)
|
|||
Total unrealized loss on derivative instruments, net of tax
|
(61
|
)
|
|
(130
|
)
|
|
(92
|
)
|
|||
Defined benefit pension plans & other postretirement benefits:
|
|
|
|
|
|
||||||
Net actuarial gain/(loss) arising during the period, net of tax of $402, $2,588, and ($3,437)
|
(732
|
)
|
|
(4,612
|
)
|
|
6,143
|
|
|||
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($570), ($367), and ($849)
|
1,038
|
|
|
661
|
|
|
1,516
|
|
|||
Settlements and curtailments included in net income, net of tax of ($27), ($101), and ($33)
|
51
|
|
|
180
|
|
|
59
|
|
|||
Pension and postretirement benefit/(cost) related to our equity method investments, net of tax ($2), $15, and ($13)
|
3
|
|
|
(27
|
)
|
|
24
|
|
|||
Amortization of prior service cost included in net periodic pension cost, net of tax of ($22), ($12), and ($6)
|
38
|
|
|
21
|
|
|
10
|
|
|||
Prior service cost arising during the period, net of tax of ($496), $3, and $41
|
902
|
|
|
(5
|
)
|
|
(74
|
)
|
|||
Total defined benefit pension plans & other postretirement benefits, net of tax
|
1,300
|
|
|
(3,782
|
)
|
|
7,678
|
|
|||
Other comprehensive income/(loss), net of tax
|
1,155
|
|
|
(4,009
|
)
|
|
7,522
|
|
|||
Comprehensive (loss)/income related to noncontrolling interests
|
(3
|
)
|
|
10
|
|
|
9
|
|
|||
Comprehensive income, net of tax
|
|
$6,328
|
|
|
|
$1,447
|
|
|
|
$12,116
|
|
(Dollars in millions, except per share data)
|
|
|
|
||||
December 31,
|
2015
|
|
|
2014
|
|
||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
|
$11,302
|
|
|
|
$11,733
|
|
Short-term and other investments
|
750
|
|
|
1,359
|
|
||
Accounts receivable, net
|
8,713
|
|
|
7,729
|
|
||
Current portion of customer financing, net
|
212
|
|
|
190
|
|
||
Inventories, net of advances and progress billings
|
47,257
|
|
|
46,756
|
|
||
Total current assets
|
68,234
|
|
|
67,767
|
|
||
Customer financing, net
|
3,358
|
|
|
3,371
|
|
||
Property, plant and equipment, net
|
12,076
|
|
|
11,007
|
|
||
Goodwill
|
5,126
|
|
|
5,119
|
|
||
Acquired intangible assets, net
|
2,657
|
|
|
2,869
|
|
||
Deferred income taxes
|
265
|
|
|
317
|
|
||
Investments
|
1,284
|
|
|
1,154
|
|
||
Other assets, net of accumulated amortization of $451 and $479
|
1,408
|
|
|
1,317
|
|
||
Total assets
|
|
$94,408
|
|
|
|
$92,921
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
|
$10,800
|
|
|
|
$10,667
|
|
Accrued liabilities
|
14,014
|
|
|
13,462
|
|
||
Advances and billings in excess of related costs
|
24,364
|
|
|
23,175
|
|
||
Short-term debt and current portion of long-term debt
|
1,234
|
|
|
929
|
|
||
Total current liabilities
|
50,412
|
|
|
48,233
|
|
||
Deferred income taxes
|
2,392
|
|
|
2,207
|
|
||
Accrued retiree health care
|
6,616
|
|
|
6,802
|
|
||
Accrued pension plan liability, net
|
17,783
|
|
|
17,182
|
|
||
Other long-term liabilities
|
2,078
|
|
|
1,566
|
|
||
Long-term debt
|
8,730
|
|
|
8,141
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $5.00 – 1,200,000,000 shares authorized; 1,012,261,159 shares issued
|
5,061
|
|
|
5,061
|
|
||
Additional paid-in capital
|
4,834
|
|
|
4,625
|
|
||
Treasury stock, at cost
|
(29,568
|
)
|
|
(23,298
|
)
|
||
Retained earnings
|
38,756
|
|
|
36,180
|
|
||
Accumulated other comprehensive loss
|
(12,748
|
)
|
|
(13,903
|
)
|
||
Total shareholders’ equity
|
6,335
|
|
|
8,665
|
|
||
Noncontrolling interests
|
62
|
|
|
125
|
|
||
Total equity
|
6,397
|
|
|
8,790
|
|
||
Total liabilities and equity
|
|
$94,408
|
|
|
|
$92,921
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Cash flows – operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Non-cash items –
|
|
|
|
|
|
||||||
Share-based plans expense
|
189
|
|
|
195
|
|
|
206
|
|
|||
Depreciation and amortization
|
1,833
|
|
|
1,906
|
|
|
1,844
|
|
|||
Investment/asset impairment charges, net
|
167
|
|
|
229
|
|
|
96
|
|
|||
Customer financing valuation benefit
|
(5
|
)
|
|
(28
|
)
|
|
(11
|
)
|
|||
Loss on disposal of discontinued operations
|
|
|
|
|
|
|
1
|
|
|||
Loss/(gain) on dispositions, net
|
1
|
|
|
10
|
|
|
(20
|
)
|
|||
Other charges and credits, net
|
364
|
|
|
317
|
|
|
528
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(157
|
)
|
|
(114
|
)
|
|
(128
|
)
|
|||
Changes in assets and liabilities –
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,069
|
)
|
|
(1,328
|
)
|
|
(879
|
)
|
|||
Inventories, net of advances and progress billings
|
(1,110
|
)
|
|
(4,330
|
)
|
|
(5,562
|
)
|
|||
Accounts payable
|
(238
|
)
|
|
1,339
|
|
|
(298
|
)
|
|||
Accrued liabilities
|
2
|
|
|
(1,088
|
)
|
|
883
|
|
|||
Advances and billings in excess of related costs
|
1,192
|
|
|
3,145
|
|
|
3,353
|
|
|||
Income taxes receivable, payable and deferred
|
477
|
|
|
1,325
|
|
|
1,445
|
|
|||
Other long-term liabilities
|
46
|
|
|
36
|
|
|
2
|
|
|||
Pension and other postretirement plans
|
2,470
|
|
|
1,186
|
|
|
1,720
|
|
|||
Customer financing, net
|
167
|
|
|
578
|
|
|
391
|
|
|||
Other
|
(142
|
)
|
|
34
|
|
|
23
|
|
|||
Net cash provided by operating activities
|
9,363
|
|
|
8,858
|
|
|
8,179
|
|
|||
Cash flows – investing activities:
|
|
|
|
|
|
||||||
Property, plant and equipment additions
|
(2,450
|
)
|
|
(2,236
|
)
|
|
(2,098
|
)
|
|||
Property, plant and equipment reductions
|
42
|
|
|
34
|
|
|
51
|
|
|||
Acquisitions, net of cash acquired
|
(31
|
)
|
|
(163
|
)
|
|
(26
|
)
|
|||
Contributions to investments
|
(2,036
|
)
|
|
(8,617
|
)
|
|
(15,394
|
)
|
|||
Proceeds from investments
|
2,590
|
|
|
13,416
|
|
|
12,453
|
|
|||
Purchase of distribution rights
|
|
|
|
|
|
|
(140
|
)
|
|||
Other
|
39
|
|
|
33
|
|
|
|
|
|||
Net cash (used)/provided by investing activities
|
(1,846
|
)
|
|
2,467
|
|
|
(5,154
|
)
|
|||
Cash flows – financing activities:
|
|
|
|
|
|
||||||
New borrowings
|
1,746
|
|
|
962
|
|
|
571
|
|
|||
Debt repayments
|
(885
|
)
|
|
(1,601
|
)
|
|
(1,434
|
)
|
|||
Repayments of distribution rights and other asset financing
|
|
|
|
(185
|
)
|
|
(280
|
)
|
|||
Stock options exercised
|
399
|
|
|
343
|
|
|
1,097
|
|
|||
Excess tax benefits from share-based payment arrangements
|
157
|
|
|
114
|
|
|
128
|
|
|||
Employee taxes on certain share-based payment arrangements
|
(96
|
)
|
|
(98
|
)
|
|
(63
|
)
|
|||
Common shares repurchased
|
(6,751
|
)
|
|
(6,001
|
)
|
|
(2,801
|
)
|
|||
Dividends paid
|
(2,490
|
)
|
|
(2,115
|
)
|
|
(1,467
|
)
|
|||
Other
|
|
|
|
(12
|
)
|
|
|
|
|||
Net cash used by financing activities
|
(7,920
|
)
|
|
(8,593
|
)
|
|
(4,249
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(28
|
)
|
|
(87
|
)
|
|
(29
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(431
|
)
|
|
2,645
|
|
|
(1,253
|
)
|
|||
Cash and cash equivalents at beginning of year
|
11,733
|
|
|
9,088
|
|
|
10,341
|
|
|||
Cash and cash equivalents at end of year
|
|
$11,302
|
|
|
|
$11,733
|
|
|
|
$9,088
|
|
|
Boeing shareholders
|
|
|
||||||||||||||||||
(Dollars in millions, except per share data)
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Treasury
Stock |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Non-
controlling Interest |
|
Total
|
|
|||||||
Balance at January 1, 2013
|
$5,061
|
|
$4,122
|
|
|
($15,937
|
)
|
|
$30,037
|
|
|
($17,416
|
)
|
|
$100
|
|
|
$5,967
|
|
||
Net earnings
|
|
|
|
4,585
|
|
|
9
|
|
4,594
|
|
|||||||||||
Other comprehensive income, net of tax of ($4,246)
|
|
|
|
|
7,522
|
|
|
7,522
|
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
216
|
|
|
(16
|
)
|
|
|
200
|
|
|||||||||||
Excess tax pools
|
|
101
|
|
|
|
|
|
101
|
|
||||||||||||
Treasury shares issued for stock options exercised, net
|
|
109
|
|
988
|
|
|
|
|
1,097
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(133
|
)
|
79
|
|
|
|
|
(54
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(2,801
|
)
|
|
|
|
(2,801
|
)
|
||||||||||||
Cash dividends declared ($2.185 per share)
|
|
|
|
(1,642
|
)
|
|
|
(1,642
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
13
|
|
13
|
|
||||||||||||
Balance at December 31, 2013
|
|
$5,061
|
|
$4,415
|
($17,671)
|
|
$32,964
|
|
|
($9,894
|
)
|
|
$122
|
|
|
$14,997
|
|
||||
Net earnings
|
|
|
|
5,446
|
|
|
10
|
|
5,456
|
|
|||||||||||
Other comprehensive loss, net of tax of $2,199
|
|
|
|
|
(4,009
|
)
|
|
(4,009
|
)
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
208
|
|
|
(20
|
)
|
|
|
188
|
|
|||||||||||
Excess tax pools
|
|
114
|
|
|
|
|
|
114
|
|
||||||||||||
Treasury shares issued for stock options exercised, net
|
|
17
|
|
326
|
|
|
|
|
343
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(129
|
)
|
48
|
|
|
|
|
(81
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(6,001
|
)
|
|
|
|
(6,001
|
)
|
||||||||||||
Cash dividends declared ($3.10 per share)
|
|
|
|
(2,210
|
)
|
|
|
(2,210
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
(7
|
)
|
(7
|
)
|
||||||||||||
Balance at December 31, 2014
|
|
$5,061
|
|
|
$4,625
|
|
($23,298)
|
|
$36,180
|
|
|
($13,903
|
)
|
|
$125
|
|
|
$8,790
|
|
||
Net earnings
|
|
|
|
5,176
|
|
|
(3
|
)
|
5,173
|
|
|||||||||||
Other comprehensive loss, net of tax of ($686)
|
|
|
|
|
1,155
|
|
|
1,155
|
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
214
|
|
|
(25
|
)
|
|
|
189
|
|
|||||||||||
Excess tax pools
|
|
158
|
|
|
|
|
|
158
|
|
||||||||||||
Treasury shares issued for stock options exercised, net
|
|
(29
|
)
|
428
|
|
|
|
|
399
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(134
|
)
|
53
|
|
|
|
|
(81
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(6,751
|
)
|
|
|
|
(6,751
|
)
|
||||||||||||
Cash dividends declared ($3.82 per share)
|
|
|
|
(2,575
|
)
|
|
|
(2,575
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
(60
|
)
|
(60
|
)
|
||||||||||||
Balance at December 31, 2015
|
|
$5,061
|
|
|
$4,834
|
|
|
($29,568
|
)
|
|
$38,756
|
|
|
($12,748
|
)
|
|
$62
|
|
|
$6,397
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Revenues:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$66,048
|
|
|
|
$59,990
|
|
|
|
$52,981
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
13,482
|
|
|
13,500
|
|
|
15,275
|
|
|||
Network & Space Systems
|
7,751
|
|
|
8,003
|
|
|
8,512
|
|
|||
Global Services & Support
|
9,155
|
|
|
9,378
|
|
|
9,410
|
|
|||
Total Defense, Space & Security
|
30,388
|
|
|
30,881
|
|
|
33,197
|
|
|||
Boeing Capital
|
413
|
|
|
416
|
|
|
408
|
|
|||
Unallocated items, eliminations and other
|
(735
|
)
|
|
(525
|
)
|
|
37
|
|
|||
Total revenues
|
|
$96,114
|
|
|
|
$90,762
|
|
|
|
$86,623
|
|
Earnings from operations:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$5,157
|
|
|
|
$6,411
|
|
|
|
$5,795
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
1,318
|
|
|
1,301
|
|
|
1,501
|
|
|||
Network & Space Systems
|
726
|
|
|
698
|
|
|
719
|
|
|||
Global Services & Support
|
1,230
|
|
|
1,134
|
|
|
1,015
|
|
|||
Total Defense, Space & Security
|
3,274
|
|
|
3,133
|
|
|
3,235
|
|
|||
Boeing Capital
|
50
|
|
|
92
|
|
|
107
|
|
|||
Unallocated items, eliminations and other
|
(1,038
|
)
|
|
(2,163
|
)
|
|
(2,575
|
)
|
|||
Earnings from operations
|
|
$7,443
|
|
|
|
$7,473
|
|
|
|
$6,562
|
|
Other (loss)/income, net
|
(13
|
)
|
|
(3
|
)
|
|
56
|
|
|||
Interest and debt expense
|
(275
|
)
|
|
(333
|
)
|
|
(386
|
)
|
|||
Earnings before income taxes
|
7,155
|
|
|
7,137
|
|
|
6,232
|
|
|||
Income tax expense
|
(1,979
|
)
|
|
(1,691
|
)
|
|
(1,646
|
)
|
|||
Net earnings from continuing operations
|
5,176
|
|
|
5,446
|
|
|
4,586
|
|
|||
Net loss on disposal of discontinued operations, net of taxes of $0, $0, $0
|
|
|
|
|
|
|
(1
|
)
|
|||
Net earnings
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
(1)
|
adjustments to revenue for the difference between the contractual trade-in price in the definitive agreement and our best estimate of the fair value of the trade-in aircraft as of the date of such agreement, which would be recognized upon delivery of the Sale Aircraft, and/or
|
(2)
|
charges to cost of products for adverse changes in the fair value of trade-in aircraft that occur subsequent to signing of a definitive agreement for Sale Aircraft but prior to the purchase of the used trade-in aircraft. Estimates based on current aircraft values would be included in Accrued liabilities.
|
|
Commercial
Airplanes
|
|
|
Boeing
Military
Aircraft
|
|
|
Network
& Space
Systems
|
|
|
Global
Services
& Support
|
|
|
Total
|
|
|||||
Balance at January 1, 2014
|
|
$2,108
|
|
|
|
$964
|
|
|
|
$1,513
|
|
|
|
$458
|
|
|
|
$5,043
|
|
Acquisitions
|
45
|
|
|
|
|
|
57
|
|
|
|
|
|
102
|
|
|||||
Goodwill adjustments
|
(22
|
)
|
|
|
|
|
(4
|
)
|
|
|
|
|
(26
|
)
|
|||||
Balance at December 31, 2014
|
|
$2,131
|
|
|
|
$964
|
|
|
|
$1,566
|
|
|
|
$458
|
|
|
|
$5,119
|
|
Acquisitions
|
6
|
|
|
15
|
|
|
|
|
|
|
|
|
21
|
|
|||||
Goodwill adjustments
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|||||
Balance at December 31, 2015
|
|
$2,123
|
|
|
|
$979
|
|
|
|
$1,566
|
|
|
|
$458
|
|
|
|
$5,126
|
|
|
2015
|
|
2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
||||
Distribution rights
|
|
$2,245
|
|
|
|
$673
|
|
|
|
$2,245
|
|
|
|
$550
|
|
Product know-how
|
503
|
|
|
244
|
|
|
494
|
|
|
216
|
|
||||
Customer base
|
600
|
|
|
403
|
|
|
619
|
|
|
381
|
|
||||
Developed technology
|
455
|
|
|
357
|
|
|
500
|
|
|
386
|
|
||||
Other
|
198
|
|
|
157
|
|
|
202
|
|
|
148
|
|
||||
Total
|
|
$4,001
|
|
|
|
$1,834
|
|
|
|
$4,060
|
|
|
|
$1,681
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||
Estimated amortization expense
|
|
$211
|
|
|
|
$204
|
|
|
|
$185
|
|
|
|
$154
|
|
|
|
$145
|
|
(1)
|
Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
U.S.
|
|
$6,828
|
|
|
|
$6,829
|
|
|
|
$5,946
|
|
Non-U.S.
|
327
|
|
|
308
|
|
|
286
|
|
|||
Total
|
|
$7,155
|
|
|
|
$7,137
|
|
|
|
$6,232
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Current tax expense
|
|
|
|
|
|
||||||
U.S. federal
|
|
$2,102
|
|
|
|
$676
|
|
|
|
($82
|
)
|
Non-U.S.
|
122
|
|
|
91
|
|
|
76
|
|
|||
U.S. state
|
21
|
|
|
69
|
|
|
11
|
|
|||
Total current
|
2,245
|
|
|
836
|
|
|
5
|
|
|||
Deferred tax expense
|
|
|
|
|
|
||||||
U.S. federal
|
(297
|
)
|
|
828
|
|
|
1,531
|
|
|||
Non-U.S.
|
4
|
|
|
34
|
|
|
41
|
|
|||
U.S. state
|
27
|
|
|
(7
|
)
|
|
69
|
|
|||
Total deferred
|
(266
|
)
|
|
855
|
|
|
1,641
|
|
|||
Total income tax expense
|
|
$1,979
|
|
|
|
$1,691
|
|
|
|
$1,646
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
U.S. federal statutory tax
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Research and development credits
(1)
|
(3.4
|
)
|
|
(2.9
|
)
|
|
(4.9
|
)
|
Amendments to the R&E regulations
(2)
|
|
|
|
|
|
|
(3.4
|
)
|
Tax basis adjustment
(3)
|
|
|
(3.6
|
)
|
|
|
||
U.S. manufacturing activity tax benefit
|
(2.9
|
)
|
|
(1.2
|
)
|
|
(0.6
|
)
|
Tax on international activities
|
(0.6
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
Federal audit settlements
(4)
|
|
|
|
(3.6
|
)
|
|
|
|
Other provision adjustments
|
(0.4
|
)
|
|
0.2
|
|
|
0.4
|
|
Effective income tax rate
|
27.7
|
%
|
|
23.7
|
%
|
|
26.4
|
%
|
(1)
|
In the fourth quarter of 2015 and 2014, we recorded tax benefits of
$235
and $
188
, respectively related to the reinstatement of the research tax credit. Research tax credits for the 2013 and 2012 tax years were both recorded in 2013.
|
(2)
|
In 2013, we recorded
$212
for the issuance of favorable regulations related to research and experimental (R&E) expenditures.
|
(3)
|
In the second quarter of 2014 we recorded an incremental tax benefit of
$265
related to the application of a 2012 Federal Court of Claims decision which held that the tax basis in certain assets could be increased and realized upon the assets' disposition (tax basis adjustment).
|
(4)
|
In the second quarter of 2014, tax benefits of
$116
and
$143
were recorded as a result of the 2007-2008 and 2009-2010 federal tax audit settlements.
|
|
2015
|
|
|
2014
|
|
||
Inventory and long-term contract methods of income recognition
|
(10,401
|
)
|
|
(10,156
|
)
|
||
Pension benefits
|
6,303
|
|
|
6,145
|
|
||
Retiree health care benefits
|
2,513
|
|
|
2,572
|
|
||
Fixed assets, intangibles and goodwill (net of valuation allowance $16 and $18)
|
(1,837
|
)
|
|
(1,782
|
)
|
||
Other employee benefits
|
1,339
|
|
|
1,477
|
|
||
Customer and commercial financing
|
(777
|
)
|
|
(853
|
)
|
||
Accrued expenses and reserves
|
609
|
|
|
733
|
|
||
Net operating loss, credit and capital loss carryovers (net of valuation allowance of $89 and $63)
(1)
|
216
|
|
|
266
|
|
||
Other
|
(92
|
)
|
|
(292
|
)
|
||
Net deferred tax (liabilities)/assets
(2)
|
|
($2,127
|
)
|
|
|
($1,890
|
)
|
(1)
|
Of the deferred tax asset for net operating loss and credit carryovers,
$208
expires in years ending from December 31,
2016
through December 31, 2035 and
$8
may be carried over indefinitely.
|
(2)
|
Included in the net deferred tax (liabilities)/assets as of
December 31, 2015 and 2014
are deferred tax assets in the amounts of
$7,277
and
$8,007
related to Accumulated other comprehensive loss.
|
|
2015
|
|
|
2014
|
|
||
Deferred tax assets
|
|
$13,128
|
|
|
|
$14,219
|
|
Deferred tax liabilities
|
(15,150
|
)
|
|
(16,028
|
)
|
||
Valuation allowance
|
(105
|
)
|
|
(81
|
)
|
||
Net deferred tax (liabilities)/assets
|
|
($2,127
|
)
|
|
|
($1,890
|
)
|
|
2014
|
|||||
|
Revised
|
As Reported
|
||||
Current deferred tax asset
|
|
|
|
$18
|
|
|
Non-current deferred tax asset
|
317
|
|
6,576
|
|
||
Current deferred tax liability
|
|
|
(8,484
|
)
|
||
Non-current deferred tax liability
|
(2,207
|
)
|
|
|
||
Net deferred tax (liabilities)/assets
|
|
($1,890
|
)
|
|
($1,890
|
)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Unrecognized tax benefits – January 1
|
|
$1,312
|
|
|
|
$1,141
|
|
|
|
$1,055
|
|
Gross increases – tax positions in prior periods
|
38
|
|
|
403
|
|
|
10
|
|
|||
Gross decreases – tax positions in prior periods
|
(25
|
)
|
|
(251
|
)
|
|
(125
|
)
|
|||
Gross increases – current-period tax positions
|
292
|
|
|
217
|
|
|
202
|
|
|||
Gross decreases – current-period tax positions
|
|
|
|
|
|
|
(1
|
)
|
|||
Settlements
|
|
|
|
(197
|
)
|
|
|
|
|||
Lapse of statute of limitations
|
|
|
|
(1
|
)
|
|
|
|
|||
Unrecognized tax benefits – December 31
|
|
$1,617
|
|
|
|
$1,312
|
|
|
|
$1,141
|
|
|
2015
|
|
|
2014
|
|
||
U.S. government contracts
|
|
$4,864
|
|
|
|
$4,281
|
|
Commercial Airplanes
|
2,250
|
|
|
1,749
|
|
||
Defense, Space & Security customers
(1)
|
889
|
|
|
1,018
|
|
||
Reinsurance receivables
|
550
|
|
|
512
|
|
||
Other
|
254
|
|
|
296
|
|
||
Less valuation allowance
|
(94
|
)
|
|
(127
|
)
|
||
Total
|
|
$8,713
|
|
|
|
$7,729
|
|
(1)
|
Excludes U.S. government contracts
|
|
Unbillable
|
|
Claims
|
||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Current
|
|
$2,024
|
|
|
|
$2,306
|
|
|
|
|
|
|
$29
|
|
|
Expected to be collected after one year
|
2,001
|
|
|
1,408
|
|
|
|
$70
|
|
|
73
|
|
|||
Total
|
|
$4,025
|
|
|
|
$3,714
|
|
|
|
$70
|
|
|
|
$102
|
|
|
2015
|
|
|
2014
|
|
||
Long-term contracts in progress
|
|
$13,858
|
|
|
|
$13,381
|
|
Commercial aircraft programs
|
55,230
|
|
|
55,220
|
|
||
Commercial spare parts, used aircraft, general stock materials and other
|
6,673
|
|
|
7,421
|
|
||
Inventory before advances and progress billings
|
75,761
|
|
|
76,022
|
|
||
Less advances and progress billings
|
(28,504
|
)
|
|
(29,266
|
)
|
||
Total
|
|
$47,257
|
|
|
|
$46,756
|
|
|
2015
|
|
|
2014
|
|
||
Financing receivables:
|
|
|
|
||||
Investment in sales-type/finance leases
|
|
$1,620
|
|
|
|
$1,535
|
|
Notes
|
256
|
|
|
370
|
|
||
Total financing receivables
|
1,876
|
|
|
1,905
|
|
||
Operating lease equipment, at cost, less accumulated depreciation of $338 and $571
|
1,710
|
|
|
1,677
|
|
||
Gross customer financing
|
3,586
|
|
|
3,582
|
|
||
Less allowance for losses on receivables
|
(16
|
)
|
|
(21
|
)
|
||
Total
|
|
$3,570
|
|
|
|
$3,561
|
|
|
2015
|
|
|
2014
|
|
||
Minimum lease payments receivable
|
|
$1,537
|
|
|
|
$1,475
|
|
Estimated residual value of leased assets
|
530
|
|
|
521
|
|
||
Unearned income
|
(447
|
)
|
|
(461
|
)
|
||
Total
|
|
$1,620
|
|
|
|
$1,535
|
|
|
2015
|
|
|
2014
|
|
||
Individually evaluated for impairment
|
|
$86
|
|
|
|
$86
|
|
Collectively evaluated for impairment
|
1,790
|
|
|
1,819
|
|
||
Total financing receivables
|
|
$1,876
|
|
|
|
$1,905
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Beginning balance - January 1
|
|
($21
|
)
|
|
|
($49
|
)
|
|
|
($60
|
)
|
Customer financing valuation benefit
|
5
|
|
|
28
|
|
|
11
|
|
|||
Ending balance - December 31
|
|
($16
|
)
|
|
|
($21
|
)
|
|
|
($49
|
)
|
Collectively evaluated for impairment
|
|
($16
|
)
|
|
|
($21
|
)
|
|
|
($49
|
)
|
Rating categories
|
2015
|
|
|
2014
|
|
||
BBB
|
|
$973
|
|
|
|
$1,055
|
|
BB
|
536
|
|
|
|
|
||
B
|
258
|
|
|
633
|
|
||
CCC
|
23
|
|
|
131
|
|
||
Other
|
86
|
|
|
86
|
|
||
Total carrying value of financing receivables
|
|
$1,876
|
|
|
|
$1,905
|
|
|
2015
|
|
|
2014
|
|
||
717 Aircraft ($372 and $421 accounted for as operating leases)
|
|
$1,415
|
|
|
|
$1,562
|
|
747 Aircraft (Accounted for as operating leases)
|
1,038
|
|
|
601
|
|
||
MD-80 Aircraft (Accounted for as sales-type finance leases)
|
314
|
|
|
358
|
|
||
757 Aircraft ($48 and $349 accounted for as operating leases)
|
270
|
|
|
370
|
|
||
767 Aircraft ($84 and $47 accounted for as operating leases)
|
185
|
|
|
158
|
|
||
737 Aircraft ($115 and $127 accounted for as operating leases)
|
115
|
|
|
156
|
|
||
MD-11 Aircraft (Accounted for as operating leases)
|
35
|
|
|
114
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Boeing Capital
|
|
$162
|
|
|
|
$139
|
|
|
|
$67
|
|
Other Boeing
|
|
|
|
45
|
|
|
14
|
|
|||
Total
|
|
$162
|
|
|
|
$184
|
|
|
|
$81
|
|
Year
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Beyond 2020
|
|||||||
Principal payments on notes receivable
|
|
$54
|
|
|
|
$38
|
|
|
|
$104
|
|
|
|
$56
|
|
|
|
$4
|
|
|
|
|
|
Sales-type/finance lease payments receivable
|
255
|
|
|
231
|
|
|
220
|
|
|
207
|
|
|
174
|
|
|
|
$450
|
|
|||||
Operating lease equipment payments receivable
|
593
|
|
|
120
|
|
|
100
|
|
|
86
|
|
|
71
|
|
|
357
|
|
|
2015
|
|
|
2014
|
|
||
Land
|
|
$536
|
|
|
|
$560
|
|
Buildings and land improvements
|
12,397
|
|
|
11,767
|
|
||
Machinery and equipment
|
13,187
|
|
|
12,867
|
|
||
Construction in progress
|
2,242
|
|
|
1,502
|
|
||
Gross property, plant and equipment
|
28,362
|
|
|
26,696
|
|
||
Less accumulated depreciation
|
(16,286
|
)
|
|
(15,689
|
)
|
||
Total
|
|
$12,076
|
|
|
|
$11,007
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||
Minimum operating lease payments, net of sublease amounts
|
|
$240
|
|
|
|
$217
|
|
|
|
$182
|
|
|
|
$157
|
|
|
|
$117
|
|
Minimum capital lease payments
|
55
|
|
|
47
|
|
|
29
|
|
|
12
|
|
|
4
|
|
|
2015
|
|
|
2014
|
|
||
Time deposits
|
|
$456
|
|
|
|
$1,295
|
|
Pledged money market funds
(1)
|
38
|
|
|
38
|
|
||
Available-for-sale investments
|
244
|
|
|
7
|
|
||
Equity method investments
(2)
|
1,230
|
|
|
1,114
|
|
||
Restricted cash
(3)
|
31
|
|
|
26
|
|
||
Other investments
|
35
|
|
|
33
|
|
||
Total
|
|
$2,034
|
|
|
|
$2,513
|
|
(1)
|
Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.
|
(2)
|
Dividends received were
$239
and
$293
during
2015
and
2014
. Retained earnings at
December 31, 2015
include undistributed earnings from our equity method investments of
$251
.
|
(3)
|
Restricted to pay certain claims related to workers’ compensation and life insurance premiums for certain employees.
|
|
Segment
|
Ownership Percentages
|
|
Investment Balance
|
||||||
|
|
|
|
2015
|
|
|
2014
|
|
||
United Launch Alliance
|
Network & Space Systems (N&SS)
|
50%
|
|
|
$908
|
|
|
|
$916
|
|
Other
|
Commercial Airplanes, N&SS and Global Services & Support (GS&S)
|
|
|
322
|
|
|
198
|
|
||
Total equity method investments
|
|
|
|
$1,230
|
|
|
|
$1,114
|
|
|
2015
|
|
|
2014
|
|
||
Accrued compensation and employee benefit costs
|
|
$5,624
|
|
|
|
$5,868
|
|
Environmental
|
566
|
|
|
601
|
|
||
Product warranties
|
1,485
|
|
|
1,504
|
|
||
Forward loss recognition
|
757
|
|
|
414
|
|
||
Dividends payable
|
721
|
|
|
637
|
|
||
Income Taxes Payable
|
262
|
|
|
119
|
|
||
Other
|
4,599
|
|
|
4,319
|
|
||
Total
|
|
$14,014
|
|
|
|
$13,462
|
|
|
2015
|
|
|
2014
|
|
||
Beginning balance – January 1
|
|
$601
|
|
|
|
$649
|
|
Reductions for payments made
|
(78
|
)
|
|
(89
|
)
|
||
Changes in estimates
|
43
|
|
|
41
|
|
||
Ending balance – December 31
|
|
$566
|
|
|
|
$601
|
|
|
2015
|
|
|
2014
|
|
||
Beginning balance – January 1
|
|
$1,504
|
|
|
|
$1,570
|
|
Additions for current year deliveries
|
421
|
|
|
566
|
|
||
Reductions for payments made
|
(323
|
)
|
|
(432
|
)
|
||
Changes in estimates
|
(117
|
)
|
|
(200
|
)
|
||
Ending balance - December 31
|
|
$1,485
|
|
|
|
$1,504
|
|
|
Total
|
|
|
2016
|
|
$2,897
|
|
2017
|
3,664
|
|
|
2018
|
3,235
|
|
|
2019
|
2,884
|
|
|
2020
|
1,321
|
|
|
Thereafter
|
2,282
|
|
|
|
|
$16,283
|
|
|
Maximum
Potential
Payments
|
|
Estimated
Proceeds from
Collateral/
Recourse
|
|
Carrying
Amount of
Liabilities
|
|||||||||||||||
December 31,
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
||||||
Contingent repurchase commitments
|
|
$1,529
|
|
|
$1,375
|
|
|
|
$1,510
|
|
|
$1,364
|
|
|
|
$7
|
|
|
$5
|
|
Indemnifications to ULA:
|
|
|
|
|
|
|
|
|
||||||||||||
Contributed Delta program launch inventory
|
107
|
|
114
|
|
|
|
|
|
|
|
||||||||||
Contract pricing
|
261
|
|
261
|
|
|
|
|
|
7
|
|
7
|
|
||||||||
Other Delta contracts
|
231
|
|
150
|
|
|
|
|
|
5
|
|
|
|||||||||
Other indemnifications
|
|
|
63
|
|
|
|
|
|
|
|
20
|
|
||||||||
Credit guarantees
|
30
|
|
30
|
|
|
27
|
|
27
|
|
|
2
|
|
2
|
|
|
2015
|
|
|
2014
|
|
||
Unsecured debt securities
|
|
$1,004
|
|
|
|
$755
|
|
Non-recourse debt and notes
|
36
|
|
|
38
|
|
||
Capital lease obligations
|
53
|
|
|
64
|
|
||
Other notes
|
141
|
|
|
72
|
|
||
Total
|
|
$1,234
|
|
|
|
$929
|
|
|
2015
|
|
|
2014
|
|
||
Unsecured debt securities
|
|
|
|
||||
Variable rate: 3-month USD LIBOR plus 12.5 basis points due 2017
|
|
$250
|
|
|
|
$250
|
|
0.95% - 4.88% due through 2045
|
5,075
|
|
|
4,223
|
|
||
5.88% - 6.88% due through 2043
|
2,381
|
|
|
2,394
|
|
||
7.25% - 8.75% due through 2043
|
1,645
|
|
|
1,657
|
|
||
Non-recourse debt and notes
|
|
|
|
||||
6.98% - 7.38% notes due through 2021
|
163
|
|
|
201
|
|
||
Capital lease obligations due through 2024
|
150
|
|
|
161
|
|
||
Other notes
|
300
|
|
|
184
|
|
||
Total debt
|
|
$9,964
|
|
|
|
$9,070
|
|
|
2015
|
|
|
2014
|
|
||
BCC
|
|
$2,355
|
|
|
|
$2,412
|
|
Other Boeing
|
7,609
|
|
|
6,658
|
|
||
Total debt
|
|
$9,964
|
|
|
|
$9,070
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|||||
Scheduled principal payments
|
|
$1,242
|
|
|
|
$368
|
|
|
|
$703
|
|
|
|
$1,248
|
|
|
|
$1,126
|
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
||||||
Service cost
|
|
$1,764
|
|
|
|
$1,661
|
|
|
|
$1,886
|
|
|
|
$140
|
|
|
|
$129
|
|
|
|
$148
|
|
Interest cost
|
2,990
|
|
|
3,058
|
|
|
2,906
|
|
|
248
|
|
|
289
|
|
|
263
|
|
||||||
Expected return on plan assets
|
(4,031
|
)
|
|
(4,169
|
)
|
|
(3,874
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(6
|
)
|
||||||
Amortization of prior service costs/(credits)
|
196
|
|
|
177
|
|
|
196
|
|
|
(136
|
)
|
|
(144
|
)
|
|
(180
|
)
|
||||||
Recognized net actuarial loss
|
1,577
|
|
|
1,020
|
|
|
2,231
|
|
|
31
|
|
|
8
|
|
|
95
|
|
||||||
Settlement/curtailment/other losses
|
290
|
|
|
461
|
|
|
104
|
|
|
10
|
|
|
1
|
|
|
|
|||||||
Net periodic benefit cost
|
|
$2,786
|
|
|
|
$2,208
|
|
|
|
$3,449
|
|
|
|
$285
|
|
|
|
$275
|
|
|
|
$320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit cost included in Earnings from operations
|
|
$2,366
|
|
|
|
$3,215
|
|
|
|
$3,036
|
|
|
|
$288
|
|
|
|
$287
|
|
|
|
$353
|
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$78,391
|
|
|
|
$68,625
|
|
|
|
$7,306
|
|
|
|
$7,008
|
|
Service cost
|
1,764
|
|
|
1,661
|
|
|
140
|
|
|
129
|
|
||||
Interest cost
|
2,990
|
|
|
3,058
|
|
|
248
|
|
|
289
|
|
||||
Plan participants’ contributions
|
5
|
|
|
6
|
|
|
|
|
|
||||||
Amendments
|
(1,379
|
)
|
|
51
|
|
|
(19
|
)
|
|
(43
|
)
|
||||
Actuarial (gain)/loss
|
(3,505
|
)
|
|
10,655
|
|
|
(89
|
)
|
|
334
|
|
||||
Settlement/curtailment/other
|
(457
|
)
|
|
(2,518
|
)
|
|
10
|
|
|
7
|
|
||||
Gross benefits paid
|
(3,382
|
)
|
|
(3,126
|
)
|
|
(486
|
)
|
|
(449
|
)
|
||||
Subsidies
|
|
|
|
|
43
|
|
|
39
|
|
||||||
Exchange rate adjustment
|
(39
|
)
|
|
(21
|
)
|
|
(15
|
)
|
|
(8
|
)
|
||||
Ending balance
|
|
$74,388
|
|
|
|
$78,391
|
|
|
|
$7,138
|
|
|
|
$7,306
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Beginning balance at fair value
|
|
$61,119
|
|
|
|
$58,131
|
|
|
|
$141
|
|
|
|
$140
|
|
Actual return/(loss) on plan assets
|
(701
|
)
|
|
5,893
|
|
|
1
|
|
|
10
|
|
||||
Company contribution
|
59
|
|
|
784
|
|
|
5
|
|
|
8
|
|
||||
Plan participants’ contributions
|
5
|
|
|
6
|
|
|
5
|
|
|
2
|
|
||||
Settlement payments
|
(649
|
)
|
|
(640
|
)
|
|
|
|
|
||||||
Benefits paid
|
(3,284
|
)
|
|
(3,039
|
)
|
|
(20
|
)
|
|
(19
|
)
|
||||
Exchange rate adjustment
|
(35
|
)
|
|
(16
|
)
|
|
|
|
|
||||||
Ending balance at fair value
|
|
$56,514
|
|
|
|
$61,119
|
|
|
|
$132
|
|
|
|
$141
|
|
Amounts recognized in statement of financial position at December 31 consist of:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$10
|
|
|
|
$3
|
|
|
|
|
|
||||
Other accrued liabilities
|
(101
|
)
|
|
(93
|
)
|
|
|
($390
|
)
|
|
|
($363
|
)
|
||
Accrued retiree health care
|
|
|
|
|
(6,616
|
)
|
|
(6,802
|
)
|
||||||
Accrued pension plan liability, net
|
(17,783
|
)
|
|
(17,182
|
)
|
|
|
|
|
||||||
Net amount recognized
|
|
($17,874
|
)
|
|
|
($17,272
|
)
|
|
|
($7,006
|
)
|
|
|
($7,165
|
)
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
||||
Net actuarial loss
|
|
$20,871
|
|
|
|
$21,321
|
|
|
|
$781
|
|
|
|
$877
|
|
Prior service costs/(credits)
|
(1,195
|
)
|
|
385
|
|
|
(397
|
)
|
|
(512
|
)
|
||||
Total recognized in Accumulated other comprehensive loss
|
|
$19,676
|
|
|
|
$21,706
|
|
|
|
$384
|
|
|
|
$365
|
|
|
Pension
|
|
|
Other Postretirement Benefits
|
|
||
Recognized net actuarial loss
|
|
$787
|
|
|
|
$22
|
|
Amortization of prior service costs/(credits)
|
38
|
|
|
(126
|
)
|
||
Total
|
|
$825
|
|
|
|
($104
|
)
|
|
2015
|
|
|
2014
|
|
||
Projected benefit obligation
|
|
$74,188
|
|
|
|
$78,358
|
|
Accumulated benefit obligation
|
72,121
|
|
|
75,622
|
|
||
Fair value of plan assets
|
56,306
|
|
|
61,082
|
|
December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
Discount rate:
|
|
|
|
|
|
|||
Pension
|
4.20
|
%
|
|
3.90
|
%
|
|
4.80
|
%
|
Other postretirement benefits
|
3.80
|
%
|
|
3.50
|
%
|
|
4.20
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
3.80
|
%
|
|
4.00
|
%
|
December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
Health care cost trend rate assumed next year
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that trend reached ultimate rate
|
2021
|
|
|
2018
|
|
|
2018
|
|
|
Increase
|
|
|
Decrease
|
|
||
Effect on total of service and interest cost
|
|
$54
|
|
|
|
($44
|
)
|
Effect on postretirement benefit obligation
|
647
|
|
|
(551
|
)
|
|
Actual Allocations
|
|
Target Allocations
|
||||||||
Asset Class
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
|
Fixed income
|
48
|
%
|
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
Global equity
|
28
|
|
|
29
|
|
|
29
|
|
|
26
|
|
Private equity
|
5
|
|
|
5
|
|
|
5
|
|
|
6
|
|
Real estate and real assets
|
9
|
|
|
9
|
|
|
9
|
|
|
11
|
|
Hedge funds
(1)
|
10
|
|
|
9
|
|
|
10
|
|
|
10
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
As of January 1, 2015 the global strategies asset class was consolidated with the hedge funds asset class.
|
|
December 31, 2015
|
December 31, 2014
|
||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate
|
|
$16,339
|
|
|
|
$16,336
|
|
|
$3
|
|
|
$17,488
|
|
|
|
$17,486
|
|
|
$2
|
|
||||
U.S. government and agencies
|
4,801
|
|
|
4,800
|
|
1
|
|
5,224
|
|
|
5,224
|
|
|
|||||||||||
Mortgage backed and asset backed
|
830
|
|
|
382
|
|
448
|
|
1,207
|
|
|
596
|
|
611
|
|
||||||||||
Municipal
|
1,475
|
|
|
|
1,475
|
|
|
|
1,636
|
|
|
1,636
|
|
|
||||||||||
Sovereign
|
907
|
|
|
|
907
|
|
|
|
1,073
|
|
|
1,073
|
|
|
||||||||||
Other
|
83
|
|
9
|
|
74
|
|
|
|
246
|
|
9
|
|
237
|
|
|
|||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
25
|
|
|
25
|
|
|
49
|
|
|
49
|
|
|
||||||||||||
Liabilities
|
(67
|
)
|
|
(67
|
)
|
|
(66
|
)
|
|
(66
|
)
|
|
||||||||||||
Cash equivalents and other short-term investments
|
1,015
|
|
|
|
1,015
|
|
|
792
|
|
|
|
792
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. common and preferred stock
(1)
|
5,165
|
|
5,164
|
|
|
1
|
|
7,605
|
|
7,605
|
|
|
|
|||||||||||
Non-U.S. common and preferred stock
|
5,712
|
|
5,710
|
|
|
|
2
|
|
7,151
|
|
7,139
|
|
11
|
|
1
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
11
|
|
|
|
11
|
|
|
9
|
|
|
9
|
|
|
|||||||||||
Liabilities
|
(3
|
)
|
|
|
(3
|
)
|
|
(5
|
)
|
|
|
(5
|
)
|
|
||||||||||
Private equity
(1)
|
3
|
|
|
|
|
3
|
|
3
|
|
|
|
|
3
|
|
||||||||||
Real estate and real assets:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate
|
447
|
|
447
|
|
|
|
|
|
500
|
|
500
|
|
|
|
|
|
||||||||
Real assets
|
632
|
|
351
|
|
275
|
|
6
|
|
743
|
|
369
|
|
370
|
|
4
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
3
|
|
|
3
|
|
|
|
2
|
|
|
|
2
|
|
|
|
|||||||||
Liabilities
|
(2
|
)
|
|
(2
|
)
|
|
|
(11
|
)
|
|
|
(11
|
)
|
|
|
|||||||||
Total
|
|
$37,376
|
|
|
$11,681
|
|
|
$25,231
|
|
|
$464
|
|
|
$43,646
|
|
|
$15,622
|
|
|
$27,403
|
|
|
$621
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income common/collective/pooled funds
|
|
$1,753
|
|
|
|
|
|
$2,127
|
|
|
|
|
||||||||||||
Fixed income other
|
247
|
|
|
|
|
252
|
|
|
|
|
||||||||||||||
Equity common/collective pooled funds
|
4,948
|
|
|
|
|
2,658
|
|
|
|
|
||||||||||||||
Private equity
|
2,611
|
|
|
|
|
2,924
|
|
|
|
|
||||||||||||||
Real estate and real assets
|
3,637
|
|
|
|
|
3,523
|
|
|
|
|
||||||||||||||
Hedge funds
|
5,478
|
|
|
|
|
5,620
|
|
|
|
|
||||||||||||||
Total investments measured at NAV as a practical expedient
|
|
$18,674
|
|
|
|
|
|
$17,104
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash
|
|
$162
|
|
|
|
|
|
$115
|
|
|
|
|
||||||||||||
Receivables
|
435
|
|
|
|
|
447
|
|
|
|
|
||||||||||||||
Payables
|
(133
|
)
|
|
|
|
(193
|
)
|
|
|
|
||||||||||||||
Total
|
|
$56,514
|
|
|
|
|
|
$61,119
|
|
|
|
|
(1)
|
Level 1 private equity securities have been reclassified to U.S. common and preferred stock. These are publicly traded equities that were distributed from private equity LPs.
|
|
January 1
2015 Balance |
|
|
Net Realized and Unrealized (Losses)
|
|
|
Net Purchases, Issuances and Settlements
|
|
|
Net Transfers Into Level 3
|
|
|
December 31
2015 Balance |
|
|||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
(1)
|
|
$1
|
|
|
|
|
|
$1
|
|
|
|
$1
|
|
|
|
$3
|
|
||
U.S. government and agencies
(1)
|
1
|
|
|
|
|
|
|
|
|
1
|
|
||||||||
Mortgage backed and asset
backed
(1)
|
611
|
|
|
|
($9
|
)
|
|
(157
|
)
|
|
3
|
|
|
448
|
|
||||
Other
|
|
|
(3
|
)
|
|
3
|
|
|
|
|
|
|
|||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. common and preferred stock
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||
Non-U.S. common and preferred stock
|
1
|
|
|
|
|
|
(2
|
)
|
|
3
|
|
|
2
|
|
|||||
Private equity
|
3
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|||||
Real assets
|
4
|
|
|
|
|
|
2
|
|
|
|
|
|
6
|
|
|||||
Total
|
|
$621
|
|
|
|
($12
|
)
|
|
|
($153
|
)
|
|
|
$8
|
|
|
|
$464
|
|
|
January 1
2014 Balance |
|
|
Net Realized and Unrealized Gains
|
|
|
Net Purchases, Issuances and Settlements
|
|
|
Net Transfers Into/(Out of) Level 3
|
|
|
December 31
2014 Balance |
|
|||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
(2)
|
|
$19
|
|
|
|
|
|
|
($7
|
)
|
|
|
($10
|
)
|
|
|
$2
|
|
|
Mortgage backed and asset backed
(2)
|
554
|
|
|
|
$14
|
|
|
10
|
|
|
33
|
|
|
611
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-U.S. common and preferred stock
|
1
|
|
|
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
||||||
Private equity
|
3
|
|
|
|
|
|
|
|
|
|
|
3
|
|
||||||
Real assets
|
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|||||||
Total
|
|
$577
|
|
|
|
$14
|
|
|
|
$6
|
|
|
|
$24
|
|
|
|
$621
|
|
(1)
|
Certain fixed income securities were reclassified from corporate and mortgage backed and asset backed to U.S. government and agencies on January 1, 2015.
|
(2)
|
Certain fixed income securities were reclassified from corporate to mortgage backed and asset backed on January 1, 2014.
|
Year(s)
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021-2025
|
|
||||||
Pensions
|
|
$4,311
|
|
|
|
$4,419
|
|
|
|
$4,479
|
|
|
|
$4,451
|
|
|
|
$4,488
|
|
|
|
$22,724
|
|
Other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross benefits paid
|
521
|
|
|
546
|
|
|
574
|
|
|
595
|
|
|
626
|
|
|
3,139
|
|
||||||
Subsidies
|
(38
|
)
|
|
(38
|
)
|
|
(38
|
)
|
|
(37
|
)
|
|
(37
|
)
|
|
(177
|
)
|
||||||
Net other postretirement benefits
|
|
$483
|
|
|
|
$508
|
|
|
|
$536
|
|
|
|
$558
|
|
|
|
$589
|
|
|
|
$2,962
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Stock options
|
|
$30
|
|
|
|
$62
|
|
|
|
$93
|
|
Restricted stock units and other awards
|
160
|
|
|
133
|
|
|
113
|
|
|||
Share-based plans expense
|
|
$190
|
|
|
|
$195
|
|
|
|
$206
|
|
Income tax benefit
|
|
$68
|
|
|
|
$70
|
|
|
|
$76
|
|
|
Shares
|
|
Weighted Average Exercise Price Per Share
|
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|
||
Number of shares under option:
|
|
|
|
|
|
|
|
||||
Outstanding at beginning of year
|
18,504,645
|
|
|
$73.75
|
|
|
|
|
|
||
Exercised
|
(5,369,947)
|
|
74.40
|
|
|
|
|
|
|||
Forfeited
|
(206,433)
|
|
76.14
|
|
|
|
|
|
|||
Expired
|
(2,321)
|
|
77.95
|
|
|
|
|
|
|||
Outstanding at end of year
|
12,925,944
|
|
|
$73.44
|
|
|
5.23
|
|
|
$920
|
|
Exercisable at end of year
|
11,249,575
|
|
|
$72.94
|
|
|
4.93
|
|
|
$806
|
|
|
Long-Term Incentive Program
|
|
|
Other
|
|
||
Number of units:
|
|
|
|
||||
Outstanding at beginning of year
|
3,032,539
|
|
|
1,147,098
|
|
||
Granted
|
634,960
|
|
|
223,282
|
|
||
Dividends
|
64,705
|
|
|
28,849
|
|
||
Forfeited
|
(128,628
|
)
|
|
(64,542
|
)
|
||
Distributed
|
(1,256,936
|
)
|
|
(213,686
|
)
|
||
Outstanding at end of year
|
2,346,640
|
|
|
1,121,001
|
|
||
Unrecognized compensation cost
|
|
$92
|
|
|
|
$43
|
|
Weighted average remaining contractual life
(years)
|
1.8
|
|
|
2.0
|
|
|
|
Long-Term Incentive Program
|
|
|
Number of units:
|
|
|
||
Outstanding at beginning of year
|
|
623,102
|
|
|
Granted
|
|
556,203
|
|
|
Dividends
|
|
25,887
|
|
|
Forfeited
|
|
(82,157
|
)
|
|
Outstanding at end of year
|
|
1,123,035
|
|
|
Unrecognized compensation cost
|
|
|
$82
|
|
Weighted average remaining contractual life
(years)
|
|
1.8
|
|
|
Common
Stock
|
|
|
Treasury
Stock
|
|
Balance at January 1, 2013
|
1,012,261,159
|
|
|
256,630,628
|
|
Issued
|
|
|
(17,903,704
|
)
|
|
Acquired
|
|
|
26,155,537
|
|
|
Balance at December 31, 2013
|
1,012,261,159
|
|
|
264,882,461
|
|
Issued
|
|
|
(6,719,270
|
)
|
|
Acquired
|
|
|
47,370,415
|
|
|
Balance at December 31, 2014
|
1,012,261,159
|
|
|
305,533,606
|
|
Issued
|
|
|
(7,288,113
|
)
|
|
Acquired
|
|
|
47,391,861
|
|
|
Balance at December 31, 2015
|
1,012,261,159
|
|
|
345,637,354
|
|
|
Currency Translation Adjustments
|
|
|
Unrealized Gains and Losses on Certain Investments
|
|
|
Unrealized Gains and Losses on Derivative Instruments
|
|
|
Defined Benefit Pension Plans & Other Postretirement Benefits
|
|
|
Total
(1)
|
|
|||||
Balance at January 1, 2013
|
|
$214
|
|
|
|
($8
|
)
|
|
|
$86
|
|
|
|
($17,708
|
)
|
|
|
($17,416
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(64
|
)
|
|
|
|
(75
|
)
|
|
6,093
|
|
|
5,954
|
|
||||||
Amounts reclassified from AOCI
|
|
|
|
|
(17
|
)
|
|
1,585
|
|
(2)
|
1,568
|
|
|||||||
Net current period Other comprehensive loss
|
(64
|
)
|
|
|
|
(92
|
)
|
|
7,678
|
|
|
7,522
|
|
||||||
Balance at December 31, 2013
|
|
$150
|
|
|
|
($8
|
)
|
|
|
($6
|
)
|
|
|
($10,030
|
)
|
|
|
($9,894
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(97
|
)
|
|
|
|
(137
|
)
|
|
(4,644
|
)
|
|
(4,878
|
)
|
||||||
Amounts reclassified from AOCI
|
|
|
|
|
7
|
|
|
862
|
|
(2)
|
869
|
|
|||||||
Net current period Other comprehensive income/(loss)
|
(97
|
)
|
|
|
|
(130
|
)
|
|
(3,782
|
)
|
|
(4,009
|
)
|
||||||
Balance at December 31, 2014
|
|
$53
|
|
|
|
($8
|
)
|
|
|
($136
|
)
|
|
|
($13,812
|
)
|
|
|
($13,903
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(92
|
)
|
|
|
$8
|
|
|
(140
|
)
|
|
173
|
|
|
(51
|
)
|
||||
Amounts reclassified from AOCI
|
|
|
|
|
|
|
79
|
|
|
1,127
|
|
(2)
|
1,206
|
|
|||||
Net current period Other comprehensive income/(loss)
|
(92
|
)
|
|
8
|
|
|
(61
|
)
|
|
1,300
|
|
|
1,155
|
|
|||||
Balance at December 31, 2015
|
|
($39
|
)
|
|
|
|
|
|
($197
|
)
|
|
|
($12,512
|
)
|
|
|
($12,748
|
)
|
(1)
|
Net of tax.
|
(2)
|
Primarily relates to amortization of actuarial losses for the years ended December 31,
2015
,
2014
, and
2013
totaling
$1,038
,
$661
, and
$1,516
(net of tax of
($570)
,
($367)
, and
($849)
), respectively. These are included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note
14
.
|
|
Notional
amounts
(1)
|
Other assets
|
Accrued
liabilities
|
||||||||||||||||||
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
|
2015
|
|
|
2014
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$2,727
|
|
|
|
$2,586
|
|
|
$23
|
|
|
|
$9
|
|
|
($304
|
)
|
|
|
($204
|
)
|
Interest rate contracts
|
125
|
|
|
125
|
|
9
|
|
|
10
|
|
|
|
|
||||||||
Commodity contracts
|
40
|
|
|
31
|
|
2
|
|
|
1
|
|
(13
|
)
|
|
(24
|
)
|
||||||
Derivatives not receiving hedge accounting treatment:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
436
|
|
|
319
|
|
4
|
|
|
21
|
|
(11
|
)
|
|
(5
|
)
|
||||||
Commodity contracts
|
725
|
|
|
3
|
|
|
|
|
|
|
|
|
|||||||||
Total derivatives
|
|
$4,053
|
|
|
|
$3,064
|
|
38
|
|
|
41
|
|
(328
|
)
|
|
(233
|
)
|
||||
Netting arrangements
|
|
|
|
(23
|
)
|
|
(16
|
)
|
23
|
|
|
16
|
|
||||||||
Net recorded balance
|
|
|
|
|
$15
|
|
|
|
$25
|
|
|
($305
|
)
|
|
|
($217
|
)
|
(1)
|
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
||
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
|
|
|
|
||||
Foreign exchange contracts
|
|
($136
|
)
|
|
|
($135
|
)
|
Commodity contracts
|
(4
|
)
|
|
(2
|
)
|
||
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
|
|
|
|
||||
Foreign exchange contracts
|
(67
|
)
|
|
6
|
|
||
Commodity contracts
|
(12
|
)
|
|
(13
|
)
|
||
Forward points recognized in Other income, net:
|
|
|
|
||||
Foreign exchange contracts
|
12
|
|
|
28
|
|
||
Undesignated derivatives recognized in Other income, net:
|
|
|
|
||||
Foreign exchange contracts
|
(1
|
)
|
|
(7
|
)
|
|
December 31, 2015
|
December 31, 2014
|
||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$4,504
|
|
|
$4,504
|
|
|
|
$3,826
|
|
|
$3,826
|
|
|
||||
Available-for-sale investments:
|
|
|
|
|
|
|
||||||||||||
Commercial paper
|
87
|
|
|
87
|
|
|
|
|
||||||||||
Corporate notes
|
79
|
|
|
79
|
|
|
|
|
||||||||||
U.S. government agencies
|
83
|
|
|
83
|
|
|
|
|
||||||||||
Other
|
20
|
|
20
|
|
|
7
|
|
7
|
|
|
||||||||
Derivatives
|
15
|
|
|
15
|
|
25
|
|
|
|
$25
|
|
|||||||
Total assets
|
|
$4,788
|
|
|
$4,524
|
|
|
$264
|
|
|
$3,858
|
|
|
$3,833
|
|
|
$25
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
($305
|
)
|
|
|
($305
|
)
|
|
($217
|
)
|
|
|
($217
|
)
|
||||
Total liabilities
|
|
($305
|
)
|
|
|
($305
|
)
|
|
($217
|
)
|
|
|
($217
|
)
|
|
2015
|
|
2014
|
||||||||||||
|
Fair Value
|
|
|
Total Losses
|
|
|
Fair Value
|
|
|
Total Losses
|
|
||||
Operating lease equipment
|
|
$270
|
|
|
|
($159
|
)
|
|
|
$187
|
|
|
|
($170
|
)
|
Property, plant and equipment
|
8
|
|
|
(6
|
)
|
|
19
|
|
|
(15
|
)
|
||||
Other assets and Acquired intangible assets
|
|
|
|
|
|
|
|
|
(17
|
)
|
|||||
Total
|
|
$278
|
|
|
|
($165
|
)
|
|
|
$206
|
|
|
|
($202
|
)
|
|
Fair
Value
|
|
Valuation
Technique(s)
|
|
Unobservable Input
|
|
Range
Median or Average
|
Operating lease equipment
|
$270
|
|
Market approach
|
|
Aircraft value publications
|
|
$226 - $394
(1)
Median $343
|
|
|
Aircraft condition adjustments
|
|
($112) - $39
(2)
Net ($73)
|
(1)
|
The range represents the sum of the highest and lowest values for all aircraft subject to fair value measurement, according to the third party aircraft valuation publications that we use in our valuation process.
|
(2)
|
The negative amount represents the sum, for all aircraft subject to fair value measurement, of all downward adjustments based on consideration of individual aircraft attributes and condition. The positive amount represents the sum of all such upward adjustments.
|
|
December 31, 2015
|
||||||||||||||||
|
Carrying Amount
|
|
|
Total Fair Value
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
$8,713
|
|
|
|
$8,705
|
|
|
|
|
|
$8,705
|
|
|
|
||
Notes receivable, net
|
255
|
|
|
273
|
|
|
|
|
273
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Debt, excluding capital lease obligations
|
(9,814
|
)
|
|
(11,292
|
)
|
|
|
|
(11,123
|
)
|
|
|
($169
|
)
|
|
December 31, 2014
|
||||||||||||||||
|
Carrying Amount
|
|
|
Total Fair Value
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
$7,729
|
|
|
|
$7,845
|
|
|
|
|
|
$7,845
|
|
|
|
||
Notes receivable, net
|
366
|
|
|
395
|
|
|
|
|
395
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Debt, excluding capital lease obligations
|
(8,909
|
)
|
|
(10,686
|
)
|
|
|
|
(10,480
|
)
|
|
|
($206
|
)
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Asia, other than China
|
|
$13,433
|
|
|
|
$11,900
|
|
|
|
$12,200
|
|
Europe
|
12,248
|
|
|
11,898
|
|
|
10,622
|
|
|||
China
|
12,556
|
|
|
11,029
|
|
|
10,555
|
|
|||
Middle East
|
10,846
|
|
|
9,243
|
|
|
9,165
|
|
|||
Oceania
|
2,601
|
|
|
1,757
|
|
|
1,657
|
|
|||
Canada
|
1,870
|
|
|
1,901
|
|
|
1,486
|
|
|||
Africa
|
1,398
|
|
|
2,596
|
|
|
621
|
|
|||
Latin America, Caribbean and other
|
1,875
|
|
|
2,596
|
|
|
2,725
|
|
|||
Total non-U.S. revenues
|
56,827
|
|
|
52,920
|
|
|
49,031
|
|
|||
United States
|
39,287
|
|
|
37,842
|
|
|
37,592
|
|
|||
Total revenues
|
|
$96,114
|
|
|
|
$90,762
|
|
|
|
$86,623
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Commercial Airplanes
|
|
$625
|
|
|
|
$674
|
|
|
|
$632
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
142
|
|
|
164
|
|
|
131
|
|
|||
Network & Space Systems
|
106
|
|
|
114
|
|
|
120
|
|
|||
Global Services & Support
|
80
|
|
|
75
|
|
|
69
|
|
|||
Total Defense, Space & Security
|
328
|
|
|
353
|
|
|
320
|
|
|||
Boeing Capital Corporation
|
87
|
|
|
97
|
|
|
110
|
|
|||
Unallocated items, eliminations and other
|
793
|
|
|
782
|
|
|
782
|
|
|||
Total
|
|
$1,833
|
|
|
|
$1,906
|
|
|
|
$1,844
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Commercial Airplanes
|
|
$889
|
|
|
|
$698
|
|
|
|
$694
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
128
|
|
|
175
|
|
|
186
|
|
|||
Network & Space Systems
|
98
|
|
|
93
|
|
|
96
|
|
|||
Global Services & Support
|
62
|
|
|
68
|
|
|
48
|
|
|||
Total Defense, Space & Security
|
288
|
|
|
336
|
|
|
330
|
|
|||
Unallocated items, eliminations and other
|
1,273
|
|
|
1,202
|
|
|
1,074
|
|
|||
Total
|
|
$2,450
|
|
|
|
$2,236
|
|
|
|
$2,098
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Commercial Airplanes
|
|
$1,831
|
|
|
|
$1,822
|
|
|
|
$879
|
|
Boeing Capital
|
15
|
|
|
19
|
|
|
29
|
|
|||
Total
|
|
$1,846
|
|
|
|
$1,841
|
|
|
|
$908
|
|
Years ended December 31,
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Share-based plans
|
|
($76
|
)
|
|
|
($67
|
)
|
|
|
($95
|
)
|
Deferred compensation
|
(63
|
)
|
|
(44
|
)
|
|
(238
|
)
|
|||
Amortization of previously capitalized interest
|
(90
|
)
|
|
(72
|
)
|
|
(69
|
)
|
|||
Eliminations and other unallocated items
|
(511
|
)
|
|
(593
|
)
|
|
(859
|
)
|
|||
Sub-total
|
(740
|
)
|
|
(776
|
)
|
|
(1,261
|
)
|
|||
Pension
|
(421
|
)
|
|
(1,469
|
)
|
|
(1,374
|
)
|
|||
Postretirement
|
123
|
|
|
82
|
|
|
60
|
|
|||
Pension and Postretirement
|
(298
|
)
|
|
(1,387
|
)
|
|
(1,314
|
)
|
|||
Total
|
|
($1,038
|
)
|
|
|
($2,163
|
)
|
|
|
($2,575
|
)
|
December 31,
|
2015
|
|
|
2014
|
|
||
Commercial Airplanes
|
|
$57,253
|
|
|
|
$55,149
|
|
Defense, Space & Security:
|
|
|
|
||||
Boeing Military Aircraft
|
6,811
|
|
|
7,229
|
|
||
Network & Space Systems
|
6,307
|
|
|
5,895
|
|
||
Global Services & Support
|
4,549
|
|
|
4,589
|
|
||
Total Defense, Space & Security
|
17,667
|
|
|
17,713
|
|
||
Boeing Capital
|
3,492
|
|
|
3,525
|
|
||
Unallocated items, eliminations and other
|
15,996
|
|
|
16,534
|
|
||
Total
|
|
$94,408
|
|
|
|
$92,921
|
|
|
2015
|
2014
|
||||||||||||||||||||||
|
4th
|
|
3rd
|
|
2nd
|
|
1st
|
|
4th
|
|
3rd
|
|
2nd
|
|
1st
|
|
||||||||
Total revenues
|
|
$23,573
|
|
|
$25,849
|
|
|
$24,543
|
|
|
$22,149
|
|
|
$24,468
|
|
|
$23,784
|
|
|
$22,045
|
|
|
$20,465
|
|
Total costs and expenses
|
(20,642
|
)
|
(21,600
|
)
|
(21,350
|
)
|
(18,496
|
)
|
(20,711
|
)
|
(20,075
|
)
|
(18,670
|
)
|
(17,296
|
)
|
||||||||
Earnings from operations
|
1,161
|
|
2,580
|
|
1,683
|
|
2,019
|
|
2,025
|
|
2,119
|
|
1,787
|
|
1,542
|
|
||||||||
Net earnings
|
1,026
|
|
1,704
|
|
1,110
|
|
1,336
|
|
1,466
|
|
1,362
|
|
1,653
|
|
965
|
|
||||||||
Basic earnings per share
|
1.52
|
|
2.50
|
|
1.61
|
|
1.89
|
|
2.05
|
|
1.88
|
|
2.26
|
|
1.30
|
|
||||||||
Diluted earnings per share
|
1.51
|
|
2.47
|
|
1.59
|
|
1.87
|
|
2.02
|
|
1.86
|
|
2.24
|
|
1.28
|
|
||||||||
Cash dividends declared per share
|
2.00
|
|
|
1.82
|
|
|
1.64
|
|
|
1.46
|
|
|
||||||||||||
Common stock sales price per share:
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
150.59
|
|
149.18
|
|
155.50
|
|
158.83
|
|
135.78
|
|
130.58
|
|
138.39
|
|
144.57
|
|
||||||||
Low
|
128.56
|
|
115.14
|
|
138.44
|
|
126.18
|
|
116.32
|
|
117.87
|
|
121.92
|
|
118.77
|
|
||||||||
Quarter end
|
144.59
|
|
130.95
|
|
138.72
|
|
150.08
|
|
129.98
|
|
127.38
|
|
127.23
|
|
125.49
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures.
|
(b)
|
Management’s Report on Internal Control Over Financial Reporting.
|
(c)
|
Changes in Internal Controls Over Financial Reporting.
|
Name
|
Age
|
Principal Occupation or Employment/Other Business Affiliations
|
Bertrand-Marc Allen
|
42
|
Senior Vice President, President of Boeing International since February 2015. Mr. Allen previously served as President of Boeing Capital Corporation from March 2014 to February 2015; Corporate Vice President, Boeing International and Chairman and President of Boeing (China) Co., Ltd. from March 2011 to March 2014; and Vice President, Global Law Affairs from May 2007 to March 2011.
|
Heidi B. Capozzi
|
46
|
Effective March 1, 2016, Ms. Capozzi will serve as Senior Vice President, Human Resources. Ms. Capozzi currently serves as Vice President of Leadership Development, Talent Management and Organization Effectiveness since April 2013. She previously served as Director of Human Resources for the Airplane Programs division of Commercial Airplanes from April 2011 to April 2013; and Director of Human Resources for the Surveillance and Engagement division of Boeing Military Aircraft from May 2009 to April 2011.
|
Christopher M. Chadwick
|
55
|
Executive Vice President, President and Chief Executive Officer of Boeing Defense, Space & Security since December 2013. Mr. Chadwick joined Boeing in 1982, and his previous positions include President of Boeing Military Aircraft from March 2009 to December 2013; President of Precise Engagement and Mobility Systems from February 2008 to February 2009; Vice President and General Manager, Global Strike Systems from January 2006 to January 2008; and Vice President of F/A-18 from January 2004 to December 2005.
|
Raymond L. Conner
|
60
|
Vice Chairman, President and Chief Executive Officer of Commercial Airplanes since December 2013. Mr. Conner joined Boeing in 1977, and his previous positions include Executive Vice President, President and Chief Executive Officer of Commercial Airplanes from June 2012 to December 2013; Senior Vice President of Sales and Customer Support of Commercial Airplanes from August 2011 to June 2012; Vice President and General Manager, Supply Chain Management and Operations of Commercial Airplanes from December 2008 to August 2011; Vice President of Sales, Commercial Airplanes from December 2007 to December 2008; and Vice President and General Manager of the 777 Program. Mr. Conner serves on the board of Johnson Controls, Inc.
|
Thomas J. Downey
|
51
|
Senior Vice President, Communications since January 2007. Mr. Downey joined Boeing in 1986, and his prior positions include Vice President, Corporate Communications; Vice President, Commercial Airplanes Communications; Corporate Vice President, Internal and Executive Communications; and General Manager of Communications and Community Relations for Military Aircraft and Missile Systems unit.
|
Name
|
Age
|
Principal Occupation or Employment/Other Business Affiliations
|
Timothy J. Keating
|
54
|
Senior Vice President, Government Operations since joining Boeing in June 2008. Mr. Keating served as Senior Vice President, Global Government Relations at Honeywell International Inc. from October 2002 to May 2008. Prior thereto, Mr. Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C. lobbying firm).
|
J. Michael Luttig
|
61
|
Executive Vice President, General Counsel since April 2009. Mr. Luttig joined Boeing in May 2006 as Senior Vice President, General Counsel. From October 1991 to May 2006, he served on the United States Court of Appeals for the Fourth Circuit. Mr. Luttig previously served as Assistant Attorney General of the United States, Counselor to the Attorney General at the Department of Justice and Principal Deputy Assistant Attorney General at the Department of Justice and was associated with Davis Polk & Wardwell LLP. Mr. Luttig serves as Director, Franklin Templeton Mutual Funds.
|
Dennis A. Muilenburg
|
52
|
President and Chief Executive Officer and a member of the Board of Directors since July 2015. Mr. Muilenburg joined Boeing in 1985, and his previous positions include Vice Chairman, President and Chief Operating Officer from December 2013 to July 2015; Executive Vice President, President and Chief Executive Officer of BDS from September 2009 to December 2013; President of Global Services & Support from February 2008 to August 2009; Vice President and General Manager of Combat Systems from May 2006 to February 2008; and Vice President and Program Manager for Future Combat Systems. Mr. Muilenburg also serves on the board of Caterpillar Inc.
|
Anthony M. Parasida
|
60
|
Senior Vice President, Human Resources and Administration since April 2013. Mr. Parasida joined Boeing in 1978, and his previous positions include Senior Vice President from October 2012 to April 2013; President of Global Services & Support from September 2009 to October 2012; Vice President and General Manager of Surveillance and Engagement Systems from January 2006 to September 2009; and Vice President of P-8; and Vice President of F/A-18. Effective March 1, 2016, Mr. Parasida will cease to serve as Senior Vice President, Human Resources and Administration. He will remain a Senior Vice President of the Company until May 1, 2016 when he will retire from the Company.
|
Diana L. Sands
|
50
|
Senior Vice President, Office of Internal Governance since April 2014. Effective March 1, 2016, Ms. Sands will serve as Senior Vice President, Office of Internal Governance and Administration. Ms. Sands previously served as Vice President of Finance and Corporate Controller from February 2012 to April 2014 and Vice President of Investor Relations, Financial Planning & Analysis from February 2010 to February 2012. Prior to that, she held positions in Investor Relations, Financial Planning and in Corporate Treasury.
|
Name
|
Age
|
Principal Occupation or Employment/Other Business Affiliations
|
Gregory D. Smith
|
49
|
Chief Financial Officer, Executive Vice President, Business Development and Strategy since February 2015. Mr. Smith previously served as Executive Vice President, Chief Financial Officer from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning & Analysis from June 2008 to February 2010. From August 2004 until June 2008, he served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, he held a number of positions at Boeing including CFO, Shared Services Group; Controller, Shared Services Group; Senior Director, Internal Audit; and leadership roles in supply chain, factory operations and program management.
|
John J. Tracy
|
61
|
Chief Technology Officer and Senior Vice President, Engineering, Operations & Technology since October 2006. Dr. Tracy joined Boeing in 1981, and his previous positions include Vice President of Engineering and Mission Assurance for BDS; Vice President of Structural Technologies, Prototyping, and Quality for Phantom Works; and General Manager of Engineering for Military Aircraft and Missiles.
|
Plan Category
|
Number of shares
to be issued upon exercise of outstanding
options, warrants
and rights
|
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
shares reflected
in column (a))
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by shareholders
|
|
|
|
|
|
||||
Stock options
|
12,925,944
|
|
|
|
$73.44
|
|
|
|
|
Deferred compensation
|
2,979,943
|
|
|
|
|
|
|||
Other stock units
(1)
|
5,713,711
|
|
|
|
|
|
|||
Equity compensation plans not approved by shareholders
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
(2)
|
21,619,598
|
|
|
|
$73.44
|
|
|
16,894,098
|
|
(1)
|
Includes
2,246,070
shares issuable in respect of PBRSUs subject to the satisfaction of performance criteria and assumes payout at maximum levels.
|
(2)
|
Excludes the potential performance awards which the Compensation Committee has the discretion to pay in cash, stock or a combination of both after the three-year performance periods which end in
2015
,
2016
and
2017
.
|
(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 December 14, 2015 (Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 15, 2015).
|
(10)
|
Material Contracts.
|
(i)
|
364-Day Credit Agreement, dated as of November 4, 2015, 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 10.1 to the Company’s Current Report on Form 8-K dated November 4, 2015).
|
(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)
|
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).
|
(vi)
|
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).
|
(vii)
|
Summary of Non-Employee Director Compensation (Exhibit 10(i) to the Company’s Form 10-Q for the quarter ended September 30, 2014).
|
(viii)
|
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).
|
(ix)
|
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).
|
(x)
|
Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, as amended and restated April 27, 2015 (Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2015).
|
(xi)
|
The Boeing Company Elected Officer Annual Incentive Plan, as amended and restated effective April 27, 2015 (Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended June 30, 2015).
|
(xii)
|
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).
|
(xiii)
|
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).
|
(xiv)
|
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).
|
(xv)
|
Supplemental Benefit Plan for Employees of The Boeing Company, as amended and restated on August 25, 2014, effective March 1, 2014 (Exhibit 10(ii) to the Company’s Form 10-Q for the quarter ended September 30, 2014).
|
(xvi)
|
Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of January 1, 2016.
|
(xvii)
|
The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2010 (Exhibit (10)(xxix) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).
|
(xviii)
|
The Boeing Company 2003 Incentive Stock Plan.
|
(a)
|
Plan, as amended and restated effective April 27, 2015 (Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2015).
|
(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.
|
(d)
|
Form of Performance Award Notice.
|
(e)
|
Form of Notice of Terms of Restricted Stock Units.
|
(f)
|
Form of Notice of Terms of Restricted Stock Units dated February 27, 2012 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 27, 2012).
|
(g)
|
Form of Notice of Terms of Restricted Stock Units dated December 17, 2012 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 17, 2012).
|
(h)
|
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).
|
(i)
|
Form of Notice of Terms of Restricted Stock Units dated February 23, 2015.
|
(j)
|
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.
|
(i)
|
Commercial Program Method of Accounting (Exhibit (99)(i) to the 1997 Form 10-K).
|
(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
|
|
|
|
|
|
|
THE BOEING COMPANY
|
|
|
(Registrant)
|
By:
|
|
/s/ Robert E. Verbeck
|
|
|
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller
|
|
|
|
/s/ Dennis A. Muilenburg
|
|
/s/ Edmund P. Giambastiani, Jr.
|
Dennis A. Muilenburg – President, Chief Executive Officer and Director
|
|
Edmund P. Giambastiani, Jr. – Director
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Gregory D. Smith
|
|
/s/ Lynn J. Good
|
Gregory D. Smith – Chief Financial Officer and Executive Vice President, Business Development and Strategy
|
|
Lynn J. Good – Director
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Robert E. Verbeck
|
|
/s/ Lawrence W. Kellner
|
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller
|
|
Lawrence W. Kellner – Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ W. James McNerney, Jr.
|
|
/s/ Edward M. Liddy
|
W. James McNerney, Jr. – Chairman
|
|
Edward M. Liddy – Director
|
|
|
|
/s/ David L. Calhoun
|
|
/s/ Susan C. Schwab
|
David L. Calhoun – Director
|
|
Susan C. Schwab – Director
|
|
|
|
/s/ Arthur D. Collins, Jr.
|
|
/s/ Ronald A. Williams
|
Arthur D. Collins, Jr. – Director
|
|
Ronald A. Williams – Director
|
|
|
|
/s/ Kenneth M. Duberstein
|
|
/s/ Mike S. Zafirovski
|
Kenneth M. Duberstein – Director
|
|
Mike S. Zafirovski – Director
|
|
|
|
(a)
|
the highest five completed consecutive calendar years of Compensation divided by five, or
|
(b)
|
the daily Compensation received during the last 1,825 days before the Participant’s Termination of Employment, divided by 1,825 and multiplied by 365 or, if a Participant has less than 1,825 days between his or her Employment Commencement Date and his or her Termination of Employment, the Compensation received during that period divided by the number of days in that period and multiplied by 365. For purposes of this calculation, February 29 and March 1 of any leap year shall be treated as one day.
|
A.
|
Special Bridging Rules for Early Retirement Benefits
|
1.
|
The Participant Separated from Service (including deemed Separations from Service) in a manner (such as layoff) that permits the accrual of additional vesting service credit toward early retirement eligibility following such separation.
|
2.
|
The Participant is described in one of the following categories as of his or her Separation from Service:
|
(a)
|
The Participant has attained age 54 or older with 9 or more years of Vesting Service (but has not yet attained both age 55 and 10 years of Vesting Service), or
|
(b)
|
The Participant has a Heritage MDC Benefit and has attained age 54 or older with 29 or more years of Accumulated Benefit Service (but has not yet reached an MDC 50/30 Date).
|
1.
|
The Participant Separated from Service (including deemed Separations from Service) in a manner (such as layoff) that permits the accrual of additional vesting service credit toward early retirement eligibility following such separation.
|
2.
|
The Participant has a Heritage MDC Benefit and has attained age 49 or older (but not age 54) with 29 or more years of Accumulated Benefit Service as of his or her Separation from Service (but has not yet reached an MDC 50/30 Date).
|
1.
|
The Participant is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the Company’s interests. For purposes of this Plan, “other similar unlawful acts against the Company or against the Company’s interests” shall include any other unlawful act (i) committed against the Company, or the interests of the Company, including, but not limited to, a governmental agency or instrumentality which conducts business with the Company, or a customer of the Company, or (ii) affecting the Company or the interests of the Company, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Company or the interests of the Company, as determined by the Committee in its sole discretion.
|
2.
|
The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Committee determines, in its sole discretion, to be an activity in which the Participant is “engaging in competition” with any significant aspect of Company business. For purposes of this Plan, “engaging in competition” shall include but is not limited to representing, providing services to, or being an employee of or associated in a business capacity, any person or entity that is engaged, directly or indirectly, in competition with any Company business or that takes a position adverse to any Company business, regardless of the position or duties the Participant takes, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the interests of the Company, all as determined by the Committee in its sole discretion.
|
3.
|
The Participant, without the advance approval of the Company’s Senior Vice President, Human Resources and Administration, induces or attempts to induce, directly or indirectly, any of the Company’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Company, or to breach any contract with the Company, in order to work with or for, or enter into a contract with, the Participant or any third party.
|
4.
|
The Participant disparages or otherwise makes any statements about the Company, its products, or its employees that could be in any way viewed as negative or critical. Nothing in this paragraph will apply to legally protected statements to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
(b)
|
Returns from Leave, Reduced Services or Layoff After 1/1/08– Supplemental and Excess Benefit
|
(i)
|
The total Supplemental Benefit (if eligible). For purposes of calculating the Participant’s total Supplemental Benefit as of his or her subsequent Commencement Date, the total Target Benefit will equal the amount determined under Section 4.B. (taking account of Benefit Service and Total Average Compensation accrued before and after rehire), reduced for early commencement by the applicable reduction factors described in Section 4.C. The total Target Benefit will be reduced by the total Offset Benefit (accrued before and after rehire), which offset represents the PVP benefit as if no prior Separation had occurred.
|
(ii)
|
The total Excess Benefit, calculated as if no prior Separation from Service had occurred and reduced for early retirement as applicable.
|
(a)
|
The Supplemental Benefit accrued and vested before the prior Separation from Service (or as of the end of an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service), calculated as described further below.
|
(b)
|
The Excess Benefit accrued and vested as to the first period of employment, reduced for early retirement as applicable, in accordance with the applicable Vested Termination factors under the PVP.
|
(1)
|
The greater of the following:
|
(2)
|
The Offset Benefit – a monthly amount equal to the benefits payable (or which would have been payable but for a Participant’s or Beneficiary’s receipt of a lump sum distribution) to or on account of the Participant under the PVP, adjusted to reflect payment at the Participant’s Commencement Date as a Single Life Annuity according to the provisions of the PVP.
|
(a)
|
For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to Final Average Monthly Earnings as defined in The Boeing Company Employee Retirement Plan, multiplied by twelve;
|
(b)
|
For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan determined without inclusion of any payments of incentive compensation awards and without regard to any compensation limits under the Code, multiplied by twelve.
|
(a)
|
For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to awards under the Incentive Compensation Plan, multiplied by twelve;
|
(b)
|
For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan determined by reference to incentive compensation awards of such Participants, multiplied by twelve.
|
3.
|
Frozen Benefit
|
C.
|
Adjustments for Commencement Dates other than the Normal Retirement Date
|
(a)
|
General Rule
|
(i)
|
The Participant’s attainment of age 55.
|
(ii)
|
The Participant’s Separation from Service.
|
(b)
|
Participants Working Past Age 70½
|
(c)
|
Specified Employees
|
2.
|
Death After Commencement of Benefits
|
D.
|
Involuntary Inclusion in Income
|
1.
|
PBRSU Award.
You have been awarded «PBRSU_Units» Performance
-
Based Restricted Stock Units. Each Performance
-
Based Restricted Stock Unit (“PBRSU”) corresponds to one share of Boeing Common Stock. Your PBRSUs are awarded pursuant to The Boeing Company 2003 Incentive Stock Plan, as amended and restated from time to time (the “Plan”) and the award is subject to the terms of the Plan, including the maximum award provisions. If there is any inconsistency between the terms of this notice and the terms of the Plan, the Plan’s terms will control. A summary of the Plan accompanies this notice.
|
2.
|
PBRSU Account.
The Company will maintain a record of the number of awarded PBRSUs in an account established in your name.
|
3.
|
Vesting Provisions:
|
4.
|
Dividend Equivalents Credited on Your PBRSUs.
|
5.
|
Adjustment in Number of PBRSUs.
The number of PBRSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin
-
off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.
|
6.
|
Termination due to Retirement, Layoff, Disability, or Death.
In the event your employment is terminated by reason of retirement, layoff, disability, or death, your PBRSU payout, including any dividend equivalent PBRSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Measurement Period (beginning with the first full calendar month after the Grant Date). Payout for the award will be made at the same time as payment would have been made had you not had a termination of employment and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Measurement Period. For purposes of this award, “retirement” means retirement under the conditions that satisfy the terms of the Company’s or subsidiary’s defined benefit pension plan in which you participate. If you are not a participant in such a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (i) age 55 with 10 years of service, or (ii) age 62 with one year of service. For purposes of this award, “disability” means a disability entitling you to benefits under the long
-
term disability policy sponsored by the Company or one of its subsidiaries that applies to you.
|
7.
|
Forfeiture Upon
Other Terminations.
In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation) other than those reasons described in Section 6, all unvested PBRSUs (and all associated dividend equivalent PBRSUs) granted hereunder shall immediately be forfeited by you and canceled.
|
8.
|
Leave of Absence.
Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the Measurement Period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your PBRSU payout, including any dividend equivalent PBRSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the
|
9.
|
PBRSU Award Payable in Stock.
|
10.
|
Transfer.
PBRSUs are not transferable except by will or applicable laws of descent and distribution.
|
11.
|
Clawback Policy.
These PBRSU Awards are subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time to time, which currently provides as follows:
|
•
|
“
Relative Total Shareholder Return
” means the Company’s TSR relative to the TSR of the Peer Companies. Relative Total Shareholder Return will be determined by ranking the Company and the Peer Companies from highest to lowest according to their respective TSRs. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined as follows:
|
P = 1 -
|
R - 1
|
N - 1
|
•
|
“
TSR
” means, for the Company and each of the Peer Companies, the company’s total shareholder return, expressed as a percentage, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value and subtracting one from the quotient.
|
•
|
“
Opening Average Share Value
” means the average Share Value over the trading days in the Opening Average Period.
|
•
|
“
Opening Average Period
” means the 20 trading days immediately following the Grant Date.
|
•
|
“
Accumulated Shares
” means, for a given trading day, the sum of (i) one (1) share and (ii) the cumulative number of shares of the company’s common stock purchasable with dividends declared on the company’s common stock to that point during the Measurement Period, assuming same day reinvestment of such dividends at the closing price on the ex-dividend date.
|
•
|
“
Closing Average Share Value
” means the average Share Value over the trading days in the Closing Average Period.
|
•
|
“
Closing Average Period
” means the 20 trading days immediately preceding the Vesting Date.
|
•
|
“
Share Value
” means, with respect to a given trading day, the closing price of the company’s common stock multiplied by the Accumulated Shares for such trading day.
|
•
|
“
Peer Companies
” means the following companies:
|
•
|
Each Peer Company’s “common stock” shall mean that series of common stock that is publicly traded on a registered U.S. exchange or, in the case of a non-U.S. company, an equivalent non-U.S. exchange. For purposes of calculating TSR, the value on any given trading day of any Peer Company shares traded on a foreign exchange will be converted to U.S. dollars.
|
•
|
The following example illustrates the calculation of TSR for Boeing with Grant Date of January 1, 2012 and Vesting Date of January 1, 2015.
|
Opening Average
|
|
Closing Average
|
|||||||||||||||
Date
|
Close
|
Ex- Div.
|
Accum.
Shares |
Share
Value |
|
Date
|
Close
|
Ex- Div.
|
Accum.
Shares
|
Share
Value
|
|||||||
1/31/2012
|
|
$74.18
|
|
|
$0.00
|
|
1.00
|
|
|
$74.18
|
|
|
12/31/2014
|
$129.98
|
$0.00
|
1.069367
|
$139.00
|
1/30/2012
|
|
$74.16
|
|
|
$0.00
|
|
1.00
|
|
|
$74.16
|
|
|
12/30/2014
|
$131.83
|
$0.00
|
1.069367
|
$140.97
|
1/27/2012
|
|
$74.55
|
|
|
$0.00
|
|
1.00
|
|
|
$74.55
|
|
|
12/29/2014
|
$132.29
|
$0.00
|
1.069367
|
$141.47
|
1/26/2012
|
|
$75.31
|
|
|
$0.00
|
|
1.00
|
|
|
$75.31
|
|
|
12/26/2014
|
$131.63
|
$0.00
|
1.069367
|
$140.76
|
1/25/2012
|
|
$75.82
|
|
|
$0.00
|
|
1.00
|
|
|
$75.82
|
|
|
12/24/2014
|
$131.24
|
$0.00
|
1.069367
|
$140.34
|
1/24/2012
|
|
$75.36
|
|
|
$0.00
|
|
1.00
|
|
|
$75.36
|
|
|
12/23/2014
|
$130.03
|
$0.00
|
1.069367
|
$139.05
|
1/23/2012
|
|
$75.51
|
|
|
$0.00
|
|
1.00
|
|
|
$75.51
|
|
|
12/22/2014
|
$128.22
|
$0.00
|
1.069367
|
$137.11
|
1/20/2012
|
|
$75.52
|
|
|
$0.00
|
|
1.00
|
|
|
$75.52
|
|
|
12/19/2014
|
$126.23
|
$0.00
|
1.069367
|
$134.99
|
1/19/2012
|
|
$75.56
|
|
|
$0.00
|
|
1.00
|
|
|
$75.56
|
|
|
12/18/2014
|
$125.67
|
$0.00
|
1.069367
|
$134.39
|
1/18/2012
|
|
$75.06
|
|
|
$0.00
|
|
1.00
|
|
|
$75.06
|
|
|
12/17/2014
|
$125.06
|
$0.00
|
1.069367
|
$133.74
|
1/17/2012
|
|
$75.24
|
|
|
$0.00
|
|
1.00
|
|
|
$75.24
|
|
|
12/16/2014
|
$124.25
|
$0.00
|
1.069367
|
$132.87
|
1/13/2012
|
|
$74.60
|
|
|
$0.00
|
|
1.00
|
|
|
$74.60
|
|
|
12/15/2014
|
$122.08
|
$0.00
|
1.069367
|
$130.55
|
1/12/2012
|
|
$75.51
|
|
|
$0.00
|
|
1.00
|
|
|
$75.51
|
|
|
12/12/2014
|
$120.77
|
$0.00
|
1.069367
|
$129.15
|
1/11/2012
|
|
$74.74
|
|
|
$0.00
|
|
1.00
|
|
|
$74.74
|
|
|
12/11/2014
|
$123.37
|
$0.00
|
1.069367
|
$131.93
|
1/10/2012
|
|
$75.00
|
|
|
$0.00
|
|
1.00
|
|
|
$75.00
|
|
|
12/10/2014
|
$124.64
|
$0.00
|
1.069367
|
$133.29
|
1/9/2012
|
|
$74.53
|
|
|
$0.00
|
|
1.00
|
|
|
$74.53
|
|
|
12/9/2014
|
$129.66
|
$0.00
|
1.069367
|
$138.65
|
1/6/2012
|
|
$73.98
|
|
|
$0.00
|
|
1.00
|
|
|
$73.98
|
|
|
12/8/2014
|
$130.28
|
$0.00
|
1.069367
|
$139.32
|
1/5/2012
|
|
$73.53
|
|
|
$0.00
|
|
1.00
|
|
|
$73.53
|
|
|
12/5/2014
|
$132.21
|
$0.00
|
1.069367
|
$141.38
|
1/4/2012
|
|
$74.33
|
|
|
$0.00
|
|
1.00
|
|
|
$74.33
|
|
|
12/4/2014
|
$131.32
|
$0.00
|
1.069367
|
$140.43
|
1/3/2012
|
|
$74.22
|
|
|
$0.00
|
|
1.00
|
|
|
$74.22
|
|
|
12/3/2014
|
$131.97
|
$0.00
|
1.069367
|
$141.12
|
1.
|
Target Value of Performance Awards.
The Performance Award target value (or “initial value”) will be based on a multiple of your salary as of December 31, 20XX, with the multiple determined by your executive grade. The target value will be expressed as a number of units (rounded to the nearest unit), each of which has an initial value equal to $100.
|
2.
|
Performance Measure
. For the 20XX-20XX Performance Period, the performance measure will be three-year cumulative Economic Profit based on the 20XX Long-Range Business Plan. The Compensation Committee retains discretion in calculating actual performance to exclude the impact of extraordinary and/or non-recurring items deemed not reflective of the Company’s core operating performance. Such non-recurring items may include, but are not limited to, exogenous events, acquisitions, divestitures, changes in accounting principles, or “extraordinary items” determined under generally accepted accounting principles (GAAP).
|
3.
|
Final Award Determination.
Final amounts payable will be determined following the end of the Performance Period. The amount payable may be anywhere from $0 to $200 per unit, depending on the Company’s performance against plan for the period ending on December 31, 20XX. The final award will range from 0% to a maximum of 200% of the Performance Award target value, as outlined below. There will be straight-line interpolation to determine payouts between minimum and target, and target and maximum.
|
Level of Performance
|
Final Performance Award Unit Value
|
EP Achievement
(% of Plan)
|
Payout Factor
(% of Target Award)
|
Maximum
|
$200
|
___%
|
200%
|
Target
|
$100
|
Plan
|
100%
|
Minimum
|
$0
|
___%
|
0%
|
4.
|
Continued Employment.
Subject to the terms and conditions outlined under section 5, this Performance Award is granted on the condition that you remain employed by the Company from the date of grant through the entire performance period. You will not have any right to payment of any award unless and until all terms, conditions, and provisions of the Performance Award program that affect you have been complied with as specified herein. Your Performance Awards, however, shall not impose upon the Company any obligation to retain you in its employ for any given period or upon any specific terms of employment
.
|
5.
|
Termination due to Retirement, Layoff, Disability, or Death.
In the event your employment is terminated by reason of retirement, layoff, disability, or death, you shall continue to be eligible to participate in the performance period, provided you were on the active payroll on the grant date. Your Performance Award payout will be prorated based on the number of full and partial months spent on the active executive payroll during the three-year performance period. Payment for the award will be made at the same time as payment would have been made had you not had a termination of employment. The term “retirement” means retirement under the conditions that satisfy the terms of the Company’s or subsidiary’s defined benefit pension plan in which you participate. If you are an executive who is not eligible to participate in a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (i) age 55 with 10 years of service, or (ii) age 62 with one year of service. “Disability” here means a disability entitling you to benefits under the long-term disability policy sponsored by the Company or one of its subsidiaries that applies to you.
|
6.
|
Other Terminations.
In the event your employment is terminated prior to payment of the Performance Award for reasons other than those described in section 5, the Performance Award granted hereunder shall immediately be forfeited by you and canceled. This includes termination for cause and resignation.
|
7.
|
Leave of Absence.
Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the performance period which absence extends beyond three full calendar months (including any absence that began before the grant date), your Performance Award payout will be prorated based on the number of full and partial months spent on the active payroll.
|
8.
|
Form and Timing of Payment of Performance Awards.
Any payment of the Performance Awards shall be made in either cash or shares of Boeing stock, at the Compensation Committee’s discretion. The Performance Award payment shall be made within a reasonable time following the end of the performance period. For certain eligible participants, amounts to be paid in connection with Performance Awards may be deferred in accordance with the Company’s deferred compensation plan then in place.
|
9.
|
Beneficiaries.
A participant may designate one or more beneficiaries to receive Performance Award distributions upon the death of the participant. If no beneficiary has been designated, all such amounts shall be paid to the personal representative of the participant. The form of beneficiary designation shall be determined by the Committee.
|
10.
|
Transferability.
This Performance Award is not transferable by you, whether voluntarily or involuntarily, by operation of law or otherwise, except as provided in the Plan. If any assignment, pledge, transfer, or other disposition, voluntary or involuntary, of this Performance Award shall be made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the Performance Award, then your right to the Performance Award shall immediately cease and terminate and you shall promptly forfeit to the Company the Performance Award awarded under this notice.
|
11.
|
Successors.
All obligations of the Company under the Performance Award program shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, or consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
|
12.
|
Amendment, Modification and Termination
. The Board of Directors (or its delegate) has the authority to amend, modify, or terminate the Performance Award program. No termination, amendment, or modification may adversely affect in any material way any Performance Award previously granted without the written consent of the participant involved.
|
13.
|
Clawback Policy
. This Performance Award is subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time to time, which currently provides as follows:
|
1.
|
RSU Award.
You have been awarded «RSU Units» Restricted Stock Units. Each Restricted Stock Unit (RSU) has the potential to become one share of Boeing stock. Your RSUs are awarded pursuant to The Boeing Company 2003 Incentive Stock Plan, as amended and restated from time to time (the “Plan”) and the award is subject to the terms of the Plan. If there is any inconsistency between the terms of this notice and the terms of the Plan, the Plan’s terms will control. A summary of the Plan accompanies this notice.
|
2.
|
RSU Account.
The Company will maintain a record of the number of awarded RSUs in an account established in your name.
|
3.
|
Vesting of RSUs.
Your RSUs will vest «Three Years From Grant Date» or, if earlier, on the date your employment with the Company terminates because of retirement, layoff, disability, or death.
|
4.
|
Stock Issuance at Vesting.
At the time your RSUs vest, the Company will issue to you shares of Boeing stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in paragraph 12.2.
|
5.
|
Dividends Credited on Your RSUs.
|
6.
|
Adjustment in Number of RSUs.
The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.
|
7.
|
Termination due to Retirement, Layoff, Disability, or Death.
In the event your employment is terminated by reason of retirement, layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the three-year performance period (beginning with the first full calendar month after the date of grant). Payment for this award will be made as soon as administratively possible, but not later than 60 days after your termination of employment. The term “retirement” means retirement under the conditions that satisfy the terms of the Company’s
|
8.
|
Other Terminations.
In the event your employment is terminated prior to payment of the RSUs for reasons other than those described in paragraph 7, all RSUs granted hereunder shall immediately be forfeited by you and canceled. This includes termination for cause and resignation.
|
9.
|
Specified Employees.
However, for anyone who is a Specified Employee (as defined in the Deferred Compensation Plan for Employees of The Boeing Company) at the time of vesting, and who was eligible for retirement (as defined in paragraph 7) at the date of this grant or who became so eligible between the grant date and the vesting date described in paragraph 3 above, distributions upon vesting due to retirement, layoff or disability (as defined in paragraph 7) will be delayed until six months after the date of vesting based on Internal Revenue Code Section 409A.
|
10.
|
Leave of Absence.
Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the vesting period which absence extends beyond three full calendar months (including any absence that began before the grant date), your RSU payout, including any dividend equivalent RSUs, will be prorated based on the number of full and partial months spent on the active payroll (beginning with the first full calendar month after the date of grant).
|
11.
|
Forfeiture of Non-Vested RSUs.
If your employment with the Company and all subsidiaries of the Company terminates before the expiration of the vesting date of the award for any reason other than retirement (as defined in paragraph 7), layoff, disability (as defined in paragraph 7), or death, your nonvested RSUs will be forfeited and canceled. Dividend equivalent RSUs will be forfeited and canceled along with the RSUs with which they are associated.
|
12.
|
RSU Award Payable in Stock.
|
13.
|
Transfer.
RSUs are not transferable except by will or applicable laws of descent and distribution.
|
14.
|
Clawback Policy.
These RSU Awards are subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time to time, which currently provides as follows:
|
1.
|
RSU Award
. You have been awarded _______ Restricted Stock Units. Each Restricted Stock Unit (RSU) has the potential to become one share of Boeing stock. Your RSUs are awarded pursuant to “The Boeing Company 2003 Incentive Stock Plan for Employees” (the “Plan”) and the award is subject to the terms of the Plan. A summary of the Plan accompanies this notice.
|
2.
|
RSU Account
. The Company will maintain a record of the number of awarded RSUs in an account established in your name.
|
3.
|
Vesting of RSUs
. ______________ of the RSUs along with the related dividend equivalents (as defined in paragraph 5.1) will vest on _______________. The remainder of the RSUs along with the related dividend equivalents will vest on _______________. You must be employed by the Company or one of its subsidiaries on the vesting date, in order for the RSUs to vest. Notwithstanding the foregoing, if your employment with the Company terminates before a vesting date because of involuntary layoff, disability, or death, all of the RSUs will vest.
|
4.
|
Stock Issuance at Vesting.
At the time your RSUs vest, the Company will issue to you shares of Boeing stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in paragraph 9.2.
|
5.
|
Dividends Credited on Your RSUs.
|
6.
|
Adjustment in Number of RSUs
. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.
|
7.
|
Termination due to Layoff, Disability, or Death
. In the event your employment is terminated by reason of layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will vest after termination of employment. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment.
|
8.
|
Forfeiture of Non-Vested RSUs
. If your employment with the Company or a subsidiary of the Company terminates before a vesting date for the award for any reason other than layoff, disability (as defined in paragraph 3), or death, your nonvested RSUs will be forfeited and canceled. Dividend equivalent RSUs will be forfeited and canceled along with the RSUs with which they are associated.
|
9.
|
RSU Award Payable in Stock.
|
10.
|
Transfer.
RSUs are not transferable except by will or applicable laws of descent and distribution.
|
11.
|
Clawback Policy.
These RSU Awards are subject to the Clawback Policy adopted by the Company’s Board of Directors, as amended from time to time, which currently provides as follows:
|
|
Years ended December 31,
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
|||||
Earnings before income taxes
|
$
|
7,155
|
|
$
|
7,137
|
|
$
|
6,232
|
|
$
|
5,910
|
|
$
|
5,393
|
|
Fixed charges excluding capitalized interest
|
391
|
|
455
|
|
514
|
|
603
|
|
677
|
|
|||||
Amortization of previously capitalized interest
|
90
|
|
72
|
|
74
|
|
75
|
|
64
|
|
|||||
Net adjustment for earnings from affiliates
|
(34
|
)
|
7
|
|
13
|
|
69
|
|
(38
|
)
|
|||||
Earnings available for fixed charges
|
|
$7,602
|
|
|
$7,671
|
|
|
$6,833
|
|
|
$6,657
|
|
|
$6,096
|
|
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest and debt expense
(1)
|
|
$339
|
|
|
$402
|
|
|
$461
|
|
|
$551
|
|
|
$626
|
|
Interest capitalized during the period
|
158
|
|
102
|
|
87
|
|
74
|
|
57
|
|
|||||
Rentals deemed representative of an interest factor
|
52
|
|
53
|
|
53
|
|
52
|
|
51
|
|
|||||
Total fixed charges
|
|
$549
|
|
|
$557
|
|
|
$601
|
|
|
$677
|
|
|
$734
|
|
Ratio of earnings to fixed charges
|
13.8
|
|
13.8
|
|
11.4
|
|
9.8
|
|
8.3
|
|
(1)
|
Amount does not include tax-related interest expense which is reported as a component of Income tax expense in our Condensed Consolidated Statements of Operations.
|
Name
|
Place of Incorporation
|
Astro Limited
|
Bermuda
|
Aviall Services, Inc.
|
Delaware
|
Aviall UK, Inc.
|
Delaware
|
Aviall, Inc.
|
Delaware
|
BCC Equipment Leasing Corporation
|
Delaware
|
Boeing Aerospace Operations, Inc.
|
Delaware
|
Boeing Aerostructures Australia Pty Ltd.
|
Australia
|
Boeing Aircraft Holding Company
|
Delaware
|
Boeing Australia Holdings Proprietary Limited
|
Australia
|
Boeing Canada Operations Ltd.
|
Canada
|
Boeing Capital Corporation
|
Delaware
|
Boeing CAS Holding GmbH
|
Germany
|
Boeing Commercial Aviation Services Europe Limited
|
United Kingdom
|
Boeing Defence Australia Ltd
|
Australia
|
Boeing Global Holdings Corporation
|
Delaware
|
Boeing Intellectual Property Licensing Company
|
Delaware
|
Boeing International B.V. & Co. Holding KGaA
|
Germany
|
Boeing International Logistics Spares, Inc.
|
Delaware
|
Boeing Logistics Spares, Inc.
|
Delaware
|
Boeing Netherlands B.V.
|
Netherlands
|
Boeing Operations International, Incorporated
|
Delaware
|
Boeing US Training and Flight Services L.L.C.
|
Delaware
|
Insitu, Inc.
|
Washington
|
Jeppesen DataPlan, Inc.
|
Delaware
|
Jeppesen GmbH
|
Germany
|
Jeppesen Sanderson, Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of The Boeing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Dennis A. Muilenburg
|
|
1.
|
I have reviewed this annual report on Form 10-K of The Boeing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Gregory D. Smith
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Dennis A. Muilenburg
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Gregory D. Smith
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