ý
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QUARTERLY 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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(312) 544-2000
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Part I. Financial Information (Unaudited)
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II. Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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(Dollars in millions, except per share data)
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Nine months ended September 30
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Three months ended September 30
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||||||||||||
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2016
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2015
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2016
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2015
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Sales of products
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$63,563
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$64,408
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$21,494
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$23,000
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Sales of services
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7,722
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8,133
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2,404
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2,849
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Total revenues
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71,285
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72,541
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23,898
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25,849
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Cost of products
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(55,117
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)
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(55,020
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)
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(17,907
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)
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(19,393
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)
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Cost of services
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(6,163
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)
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(6,377
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)
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(1,983
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)
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(2,191
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)
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Boeing Capital interest expense
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(46
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)
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(49
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)
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(14
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)
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(16
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)
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Total costs and expenses
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(61,326
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)
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(61,446
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)
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(19,904
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)
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(21,600
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)
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||||
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9,959
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11,095
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3,994
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4,249
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Income from operating investments, net
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220
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207
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69
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78
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General and administrative expense
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(2,617
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)
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(2,594
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)
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(923
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)
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(889
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)
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Research and development expense, net
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(3,901
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)
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(2,426
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)
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(857
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)
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(857
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)
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Loss on dispositions, net
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(10
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)
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(1
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)
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(1
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)
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Earnings from operations
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3,651
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6,282
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2,282
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2,580
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Other income/(loss), net
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41
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(23
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)
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2
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(26
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)
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Interest and debt expense
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(227
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)
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(203
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)
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(81
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)
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(67
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)
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Earnings before income taxes
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3,465
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6,056
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2,203
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2,487
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Income tax (expense)/benefit
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(201
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)
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(1,906
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)
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76
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(783
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)
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Net earnings
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$3,264
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$4,150
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$2,279
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$1,704
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Basic earnings per share
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$5.09
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$5.99
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$3.64
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$2.50
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Diluted earnings per share
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$5.04
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$5.92
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$3.60
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$2.47
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Cash dividends paid per share
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$3.27
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$2.73
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$1.09
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$0.91
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Weighted average diluted shares (millions)
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647.9
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700.9
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632.7
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689.0
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(Dollars in millions)
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Nine months ended September 30
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Three months ended September 30
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2016
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2015
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2016
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2015
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Net earnings
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$3,264
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$4,150
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$2,279
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$1,704
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Other comprehensive income, net of tax:
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Currency translation adjustments
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(3
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)
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(79
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)
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(10
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)
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(35
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)
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Unrealized gain on certain investments, net of tax of ($1), ($5), ($2), and ($2)
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1
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5
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2
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1
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Unrealized gain/(loss) on derivative instruments:
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Unrealized gain/(loss) arising during period, net of tax of ($30), $78, ($7), and $41
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54
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(139
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)
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13
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(73
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)
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Reclassification adjustment for losses included in net earnings, net of tax of ($32), ($28), ($8), and ($12)
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58
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52
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15
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24
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Total unrealized gain/(loss) on derivative instruments, net of tax
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112
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(87
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)
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28
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(49
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)
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Defined benefit pension plans and other postretirement benefits:
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Amortization of prior service (benefit)/cost included in net periodic pension cost, net of tax of $23, ($16), $8, and ($5)
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(42
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)
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29
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(15
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)
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10
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|
||||
Net actuarial (loss)/gain arising during the period, net of tax of $215, ($2), $0, and $15
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(388
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)
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4
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(1
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)
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(27
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)
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||||
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($217), ($425), ($72), and ($143)
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392
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|
765
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131
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|
|
257
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|
||||
Settlements and curtailments included in net income, net of tax of ($7), ($2), $0, and $0
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14
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3
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Pension and postretirement cost related to our equity method investments, net of tax of ($2), $0, ($1), and $0
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4
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2
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Total defined benefit pension plans and other postretirement benefits, net of tax
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(20
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)
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|
801
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117
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240
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|
||||
Other comprehensive income, net of tax
|
90
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|
|
640
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|
|
137
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|
|
157
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|
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Comprehensive loss related to noncontrolling interests
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(1
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)
|
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(2
|
)
|
|
(1
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)
|
|
(1
|
)
|
||||
Comprehensive income, net of tax
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$3,353
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|
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$4,788
|
|
|
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$2,415
|
|
|
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$1,860
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(Dollars in millions, except per share data)
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September 30
2016 |
|
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December 31
2015 |
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Assets
|
|
|
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||||
Cash and cash equivalents
|
|
$8,986
|
|
|
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$11,302
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Short-term and other investments
|
682
|
|
|
750
|
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Accounts receivable, net
|
9,524
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|
|
8,713
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Current portion of customer financing, net
|
365
|
|
|
212
|
|
||
Inventories, net of advances and progress billings
|
42,680
|
|
|
47,257
|
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Total current assets
|
62,237
|
|
|
68,234
|
|
||
Customer financing, net
|
3,401
|
|
|
3,358
|
|
||
Property, plant and equipment, net of accumulated depreciation of $16,752 and $16,286
|
12,713
|
|
|
12,076
|
|
||
Goodwill
|
5,128
|
|
|
5,126
|
|
||
Acquired intangible assets, net
|
2,488
|
|
|
2,657
|
|
||
Deferred income taxes
|
265
|
|
|
265
|
|
||
Investments
|
1,303
|
|
|
1,284
|
|
||
Other assets, net of accumulated amortization of $470 and $451
|
1,415
|
|
|
1,408
|
|
||
Total assets
|
|
$88,950
|
|
|
|
$94,408
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
|
$11,968
|
|
|
|
$10,800
|
|
Accrued liabilities
|
13,243
|
|
|
14,014
|
|
||
Advances and billings in excess of related costs
|
22,646
|
|
|
24,364
|
|
||
Short-term debt and current portion of long-term debt
|
632
|
|
|
1,234
|
|
||
Total current liabilities
|
48,489
|
|
|
50,412
|
|
||
Deferred income taxes
|
2,211
|
|
|
2,392
|
|
||
Accrued retiree health care
|
6,544
|
|
|
6,616
|
|
||
Accrued pension plan liability, net
|
18,003
|
|
|
17,783
|
|
||
Other long-term liabilities
|
1,729
|
|
|
2,078
|
|
||
Long-term debt
|
9,824
|
|
|
8,730
|
|
||
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
|
4,808
|
|
|
4,834
|
|
||
Treasury stock, at cost - 393,301,648 and 345,637,354 shares
|
(35,763
|
)
|
|
(29,568
|
)
|
||
Retained earnings
|
40,641
|
|
|
38,756
|
|
||
Accumulated other comprehensive loss
|
(12,658
|
)
|
|
(12,748
|
)
|
||
Total shareholders’ equity
|
2,089
|
|
|
6,335
|
|
||
Noncontrolling interests
|
61
|
|
|
62
|
|
||
Total equity
|
2,150
|
|
|
6,397
|
|
||
Total liabilities and equity
|
|
$88,950
|
|
|
|
$94,408
|
|
(Dollars in millions)
|
Nine months ended September 30
|
||||||
|
2016
|
|
|
2015
|
|
||
Cash flows – operating activities:
|
|
|
|
||||
Net earnings
|
|
$3,264
|
|
|
|
$4,150
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Non-cash items –
|
|
|
|
||||
Share-based plans expense
|
144
|
|
|
141
|
|
||
Depreciation and amortization
|
1,364
|
|
|
1,349
|
|
||
Investment/asset impairment charges, net
|
61
|
|
|
124
|
|
||
Customer financing valuation benefit
|
(5
|
)
|
|
(3
|
)
|
||
Loss on dispositions, net
|
10
|
|
|
|
|
||
Other charges and credits, net
|
219
|
|
|
230
|
|
||
Excess tax benefits from share-based payment arrangements
|
|
|
|
(139
|
)
|
||
Changes in assets and liabilities –
|
|
|
|
||||
Accounts receivable
|
(517
|
)
|
|
(1,202
|
)
|
||
Inventories, net of advances and progress billings
|
4,334
|
|
|
(2,186
|
)
|
||
Accounts payable
|
1,366
|
|
|
1,058
|
|
||
Accrued liabilities
|
82
|
|
|
(196
|
)
|
||
Advances and billings in excess of related costs
|
(1,717
|
)
|
|
270
|
|
||
Income taxes receivable, payable and deferred
|
(725
|
)
|
|
824
|
|
||
Other long-term liabilities
|
(67
|
)
|
|
40
|
|
||
Pension and other postretirement plans
|
144
|
|
|
1,837
|
|
||
Customer financing, net
|
(195
|
)
|
|
45
|
|
||
Other
|
(95
|
)
|
|
(98
|
)
|
||
Net cash provided by operating activities
|
7,667
|
|
|
6,244
|
|
||
Cash flows – investing activities:
|
|
|
|
||||
Property, plant and equipment additions
|
(2,014
|
)
|
|
(1,827
|
)
|
||
Property, plant and equipment reductions
|
14
|
|
|
24
|
|
||
Acquisitions, net of cash acquired
|
|
|
|
(23
|
)
|
||
Contributions to investments
|
(928
|
)
|
|
(1,341
|
)
|
||
Proceeds from investments
|
956
|
|
|
2,169
|
|
||
Other
|
8
|
|
|
33
|
|
||
Net cash used by investing activities
|
(1,964
|
)
|
|
(965
|
)
|
||
Cash flows – financing activities:
|
|
|
|
||||
New borrowings
|
1,323
|
|
|
761
|
|
||
Debt repayments
|
(836
|
)
|
|
(864
|
)
|
||
Stock options exercised
|
192
|
|
|
331
|
|
||
Excess tax benefits from share-based payment arrangements
|
|
|
|
139
|
|
||
Employee taxes on certain share-based payment arrangements
|
(83
|
)
|
|
(93
|
)
|
||
Common shares repurchased
|
(6,501
|
)
|
|
(6,001
|
)
|
||
Dividends paid
|
(2,084
|
)
|
|
(1,882
|
)
|
||
Other
|
(24
|
)
|
|
|
|
||
Net cash used by financing activities
|
(8,013
|
)
|
|
(7,609
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(6
|
)
|
|
(20
|
)
|
||
Net decrease in cash and cash equivalents
|
(2,316
|
)
|
|
(2,350
|
)
|
||
Cash and cash equivalents at beginning of year
|
11,302
|
|
|
11,733
|
|
||
Cash and cash equivalents at end of period
|
|
$8,986
|
|
|
|
$9,383
|
|
|
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
Interests
|
|
Total
|
|
|||||||
Balance at January 1, 2015
|
|
$5,061
|
|
|
$4,625
|
|
|
($23,298
|
)
|
|
$36,180
|
|
|
($13,903
|
)
|
|
$125
|
|
|
$8,790
|
|
Net earnings
|
|
|
|
4,150
|
|
|
(2
|
)
|
4,148
|
|
|||||||||||
Other comprehensive income, net of tax of ($400)
|
|
|
|
|
640
|
|
|
640
|
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
154
|
|
|
(13
|
)
|
|
|
141
|
|
|||||||||||
Excess tax pools
|
|
141
|
|
|
|
|
|
141
|
|
||||||||||||
Treasury shares issued for stock options exercised, net
|
|
(19
|
)
|
350
|
|
|
|
|
331
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(130
|
)
|
51
|
|
|
|
|
(79
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(6,001
|
)
|
|
|
|
(6,001
|
)
|
||||||||||||
Cash dividends declared ($1.82 per share)
|
|
|
|
(1,248
|
)
|
|
|
(1,248
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
(77
|
)
|
(77
|
)
|
||||||||||||
Balance at September 30, 2015
|
|
$5,061
|
|
|
$4,771
|
|
|
($28,898
|
)
|
|
$39,069
|
|
|
($13,263
|
)
|
|
$46
|
|
|
$6,786
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2016
|
|
$5,061
|
|
|
$4,834
|
|
|
($29,568
|
)
|
|
$38,756
|
|
|
($12,748
|
)
|
|
$62
|
|
|
$6,397
|
|
Net earnings
|
|
|
|
3,264
|
|
|
(1
|
)
|
3,263
|
|
|||||||||||
Other comprehensive income, net of tax of ($51)
|
|
|
|
|
90
|
|
|
90
|
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
158
|
|
|
(15
|
)
|
|
|
143
|
|
|||||||||||
Treasury shares issued for stock options exercised, net
|
|
(30
|
)
|
222
|
|
|
|
|
192
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(154
|
)
|
84
|
|
|
|
|
(70
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(6,501
|
)
|
|
|
|
(6,501
|
)
|
||||||||||||
Cash dividends declared ($2.18 per share)
|
|
|
|
(1,364
|
)
|
|
|
(1,364
|
)
|
||||||||||||
Balance at September 30, 2016
|
|
$5,061
|
|
|
$4,808
|
|
|
($35,763
|
)
|
|
$40,641
|
|
|
($12,658
|
)
|
|
$61
|
|
|
$2,150
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Commercial Airplanes
|
|
$48,828
|
|
|
|
$49,950
|
|
|
|
$16,973
|
|
|
|
$17,692
|
|
Defense, Space & Security:
|
|
|
|
|
|
|
|
||||||||
Boeing Military Aircraft
|
9,898
|
|
|
10,237
|
|
|
3,260
|
|
|
4,037
|
|
||||
Network & Space Systems
|
5,246
|
|
|
5,797
|
|
|
1,701
|
|
|
2,127
|
|
||||
Global Services & Support
|
7,494
|
|
|
6,569
|
|
|
2,547
|
|
|
2,186
|
|
||||
Total Defense, Space & Security
|
22,638
|
|
|
22,603
|
|
|
7,508
|
|
|
8,350
|
|
||||
Boeing Capital
|
211
|
|
|
315
|
|
|
63
|
|
|
114
|
|
||||
Unallocated items, eliminations and other
|
(392
|
)
|
|
(327
|
)
|
|
(646
|
)
|
|
(307
|
)
|
||||
Total revenues
|
|
$71,285
|
|
|
|
$72,541
|
|
|
|
$23,898
|
|
|
|
$25,849
|
|
Earnings from operations:
|
|
|
|
|
|
|
|
||||||||
Commercial Airplanes
|
|
$1,657
|
|
|
|
$4,591
|
|
|
|
$1,597
|
|
|
|
$1,768
|
|
Defense, Space & Security:
|
|
|
|
|
|
|
|
||||||||
Boeing Military Aircraft
|
943
|
|
|
874
|
|
|
434
|
|
|
494
|
|
||||
Network & Space Systems
|
336
|
|
|
563
|
|
|
35
|
|
|
245
|
|
||||
Global Services & Support
|
920
|
|
|
874
|
|
|
315
|
|
|
283
|
|
||||
Total Defense, Space & Security
|
2,199
|
|
|
2,311
|
|
|
784
|
|
|
1,022
|
|
||||
Boeing Capital
|
36
|
|
|
41
|
|
|
13
|
|
|
10
|
|
||||
Segment operating profit/(loss)
|
3,892
|
|
|
6,943
|
|
|
2,394
|
|
|
2,800
|
|
||||
Unallocated items, eliminations and other
|
(241
|
)
|
|
(661
|
)
|
|
(112
|
)
|
|
(220
|
)
|
||||
Earnings from operations
|
3,651
|
|
|
6,282
|
|
|
2,282
|
|
|
2,580
|
|
||||
Other income/(loss), net
|
41
|
|
|
(23
|
)
|
|
2
|
|
|
(26
|
)
|
||||
Interest and debt expense
|
(227
|
)
|
|
(203
|
)
|
|
(81
|
)
|
|
(67
|
)
|
||||
Earnings before income taxes
|
3,465
|
|
|
6,056
|
|
|
2,203
|
|
|
2,487
|
|
||||
Income tax (expense)/benefit
|
(201
|
)
|
|
(1,906
|
)
|
|
76
|
|
|
(783
|
)
|
||||
Net earnings
|
|
$3,264
|
|
|
|
$4,150
|
|
|
|
$2,279
|
|
|
|
$1,704
|
|
(In millions - except per share amounts)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Net earnings
|
|
$3,264
|
|
|
|
$4,150
|
|
|
|
$2,279
|
|
|
|
$1,704
|
|
Less: earnings available to participating securities
|
3
|
|
|
5
|
|
|
3
|
|
|
3
|
|
||||
Net earnings available to common shareholders
|
|
$3,261
|
|
|
|
$4,145
|
|
|
|
$2,276
|
|
|
|
$1,701
|
|
Basic
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
641.2
|
|
|
692.9
|
|
|
625.5
|
|
|
681.3
|
|
||||
Less: participating securities
|
1.0
|
|
|
1.1
|
|
|
0.9
|
|
|
1.2
|
|
||||
Basic weighted average common shares outstanding
|
640.2
|
|
|
691.8
|
|
|
624.6
|
|
|
680.1
|
|
||||
Diluted
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
641.2
|
|
|
692.9
|
|
|
625.5
|
|
|
681.3
|
|
||||
Dilutive potential common shares
(1)
|
6.7
|
|
|
8.0
|
|
|
7.2
|
|
|
7.7
|
|
||||
Diluted weighted average shares outstanding
|
647.9
|
|
|
700.9
|
|
|
632.7
|
|
|
689.0
|
|
||||
Less: participating securities
|
1.0
|
|
|
1.1
|
|
|
0.9
|
|
|
1.2
|
|
||||
Diluted weighted average common shares outstanding
|
646.9
|
|
|
699.8
|
|
|
631.8
|
|
|
687.8
|
|
||||
Net earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$5.09
|
|
|
|
$5.99
|
|
|
|
$3.64
|
|
|
|
$2.50
|
|
Diluted
|
5.04
|
|
|
5.92
|
|
|
3.60
|
|
|
2.47
|
|
(1)
|
Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.
|
(Shares in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Performance awards
|
7.0
|
|
|
5.9
|
|
|
6.2
|
|
|
5.9
|
|
Performance-based restricted stock units
|
2.8
|
|
|
2.3
|
|
|
3.1
|
|
|
2.3
|
|
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Long-term contracts in progress
|
|
$12,459
|
|
|
|
$13,858
|
|
Commercial aircraft programs
|
53,113
|
|
|
55,230
|
|
||
Commercial spare parts, used aircraft, general stock materials and other
|
5,521
|
|
|
6,673
|
|
||
Inventory before advances and progress billings
|
71,093
|
|
|
75,761
|
|
||
Less advances and progress billings
|
(28,413
|
)
|
|
(28,504
|
)
|
||
Total
|
|
$42,680
|
|
|
|
$47,257
|
|
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Financing receivables:
|
|
|
|
||||
Investment in sales-type/finance leases
|
|
$1,473
|
|
|
|
$1,620
|
|
Notes
|
417
|
|
|
256
|
|
||
Total financing receivables
|
1,890
|
|
|
1,876
|
|
||
Operating lease equipment, at cost, less accumulated depreciation of $229 and $338
|
1,887
|
|
|
1,710
|
|
||
Gross customer financing
|
3,777
|
|
|
3,586
|
|
||
Less allowance for losses on receivables
|
(11
|
)
|
|
(16
|
)
|
||
Total
|
|
$3,766
|
|
|
|
$3,570
|
|
Rating categories
|
September 30
2016 |
|
|
December 31
2015 |
|
||
BBB
|
|
$898
|
|
|
|
$973
|
|
BB
|
476
|
|
|
536
|
|
||
B
|
470
|
|
|
258
|
|
||
CCC
|
46
|
|
|
23
|
|
||
Other
|
|
|
|
86
|
|
||
Total carrying value of financing receivables
|
|
$1,890
|
|
|
|
$1,876
|
|
|
September 30
2016 |
|
|
December 31
2015 |
|
||
717 Aircraft ($353 and $372 accounted for as operating leases)
|
|
$1,314
|
|
|
|
$1,415
|
|
747-8 Aircraft ($1,094 and $916 accounted for as operating leases)
|
1,120
|
|
|
916
|
|
||
MD-80 Aircraft (Accounted for as sales-type finance leases)
|
269
|
|
|
314
|
|
||
757 Aircraft ($44 and $48 accounted for as operating leases)
|
251
|
|
|
270
|
|
||
767 Aircraft ($90 and $84 accounted for as operating leases)
|
178
|
|
|
185
|
|
||
747-400 Aircraft (Accounted for as operating leases)
|
170
|
|
|
122
|
|
||
777 Aircraft (Accounted for as notes)
|
164
|
|
|
23
|
|
||
737 Aircraft (Accounted for as operating leases)
|
106
|
|
|
115
|
|
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Time deposits
|
|
$127
|
|
|
|
$456
|
|
Pledged money market funds
(1)
|
39
|
|
|
38
|
|
||
Available-for-sale investments
|
541
|
|
|
244
|
|
||
Equity method investments
(2)
|
1,211
|
|
|
1,230
|
|
||
Restricted cash
(3)
|
27
|
|
|
31
|
|
||
Other investments
|
40
|
|
|
35
|
|
||
Total
|
|
$1,985
|
|
|
|
$2,034
|
|
(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
$249
and
$83
for the
nine and three months ended September 30, 2016
and
$186
and
$62
during the same periods in the prior year.
|
(3)
|
Restricted to pay certain claims related to workers' compensation and life insurance premiums for certain employees.
|
|
2016
|
|
|
2015
|
|
||
Beginning balance – January 1
|
|
$566
|
|
|
|
$601
|
|
Reductions for payments made
|
(33
|
)
|
|
(52
|
)
|
||
Changes in estimates
|
43
|
|
|
34
|
|
||
Ending balance – September 30
|
|
$576
|
|
|
|
$583
|
|
|
2016
|
|
|
2015
|
|
||
Beginning balance – January 1
|
|
$1,485
|
|
|
|
$1,504
|
|
Additions for current year deliveries
|
293
|
|
|
312
|
|
||
Reductions for payments made
|
(258
|
)
|
|
(262
|
)
|
||
Changes in estimates
|
(103
|
)
|
|
(101
|
)
|
||
Ending balance - September 30
|
|
$1,417
|
|
|
|
$1,453
|
|
|
Total
|
|
|
October through December 2016
|
|
$567
|
|
2017
|
3,703
|
|
|
2018
|
3,527
|
|
|
2019
|
4,003
|
|
|
2020
|
2,399
|
|
|
Thereafter
|
3,226
|
|
|
|
|
$17,425
|
|
|
Maximum
Potential Payments
|
|
Estimated Proceeds from
Collateral/Recourse
|
|
Carrying Amount of
Liabilities
|
|||||||||||||||
|
September 30
2016 |
|
December 31
2015 |
|
|
September 30
2016 |
|
December 31
2015 |
|
|
September 30
2016 |
|
December 31
2015 |
|
||||||
Contingent repurchase commitments
|
|
$1,556
|
|
|
$1,529
|
|
|
|
$1,544
|
|
|
$1,510
|
|
|
|
$9
|
|
|
$7
|
|
Indemnifications to ULA:
|
|
|
|
|
|
|
|
|
||||||||||||
Contributed Delta program launch inventory
|
82
|
|
107
|
|
|
|
|
|
|
|
||||||||||
Contract pricing
|
261
|
|
261
|
|
|
|
|
|
7
|
|
7
|
|
||||||||
Other Delta contracts
|
216
|
|
231
|
|
|
|
|
|
5
|
|
5
|
|
||||||||
Credit guarantees
|
29
|
|
30
|
|
|
27
|
|
27
|
|
|
2
|
|
2
|
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
Pension Plans
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Service cost
|
|
$488
|
|
|
|
$1,325
|
|
|
|
$162
|
|
|
|
$441
|
|
Interest cost
|
2,287
|
|
|
2,242
|
|
|
761
|
|
|
748
|
|
||||
Expected return on plan assets
|
(2,998
|
)
|
|
(3,024
|
)
|
|
(1,000
|
)
|
|
(1,008
|
)
|
||||
Amortization of prior service costs
|
29
|
|
|
147
|
|
|
9
|
|
|
49
|
|
||||
Recognized net actuarial loss
|
592
|
|
|
1,184
|
|
|
198
|
|
|
392
|
|
||||
Settlement/curtailment/other losses
|
39
|
|
|
194
|
|
|
6
|
|
|
83
|
|
||||
Net periodic benefit cost
|
|
$437
|
|
|
|
$2,068
|
|
|
|
$136
|
|
|
|
$705
|
|
Net periodic benefit cost included in Earnings from operations
|
|
$1,545
|
|
|
|
$1,837
|
|
|
|
$453
|
|
|
|
$529
|
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
Other Postretirement Benefits
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Service cost
|
|
$96
|
|
|
|
$105
|
|
|
|
$32
|
|
|
|
$35
|
|
Interest cost
|
196
|
|
|
186
|
|
|
66
|
|
|
62
|
|
||||
Expected return on plan assets
|
(6
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Amortization of prior service credits
|
(94
|
)
|
|
(102
|
)
|
|
(32
|
)
|
|
(34
|
)
|
||||
Recognized net actuarial loss
|
17
|
|
|
23
|
|
|
5
|
|
|
8
|
|
||||
Settlement and curtailment loss
|
|
|
|
9
|
|
|
|
|
4
|
|
|||||
Net periodic benefit cost
|
|
$209
|
|
|
|
$215
|
|
|
|
$69
|
|
|
|
$73
|
|
Net periodic benefit cost included in Earnings from operations
|
|
$213
|
|
|
|
$226
|
|
|
|
$63
|
|
|
|
$65
|
|
|
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, 2015
|
|
$53
|
|
|
|
($8
|
)
|
|
|
($136
|
)
|
|
|
($13,812
|
)
|
|
|
($13,903
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(79
|
)
|
|
5
|
|
|
(139
|
)
|
|
4
|
|
|
(209
|
)
|
|||||
Amounts reclassified from AOCI
|
|
|
|
|
52
|
|
|
797
|
|
(2)
|
849
|
|
|||||||
Net current period Other comprehensive income/(loss)
|
(79
|
)
|
|
5
|
|
|
(87
|
)
|
|
801
|
|
|
640
|
|
|||||
Balance at September 30, 2015
|
|
($26
|
)
|
|
|
($3
|
)
|
|
|
($223
|
)
|
|
|
($13,011
|
)
|
|
|
($13,263
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2016
|
|
($39
|
)
|
|
|
|
|
($197
|
)
|
|
|
($12,512
|
)
|
|
|
($12,748
|
)
|
||
Other comprehensive income/(loss) before reclassifications
|
(3
|
)
|
|
1
|
|
|
54
|
|
|
(384
|
)
|
|
(332
|
)
|
|||||
Amounts reclassified from AOCI
|
|
|
|
|
58
|
|
|
364
|
|
(2)
|
422
|
|
|||||||
Net current period Other comprehensive income/(loss)
|
(3
|
)
|
|
1
|
|
|
112
|
|
|
(20
|
)
|
|
90
|
|
|||||
Balance at September 30, 2016
|
|
($42
|
)
|
|
|
$1
|
|
|
|
($85
|
)
|
|
|
($12,532
|
)
|
|
|
($12,658
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2015
|
|
$9
|
|
|
|
($4
|
)
|
|
|
($174
|
)
|
|
|
($13,251
|
)
|
|
|
($13,420
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(35
|
)
|
|
1
|
|
|
(73
|
)
|
|
(27
|
)
|
|
(134
|
)
|
|||||
Amounts reclassified from AOCI
|
|
|
|
|
24
|
|
|
267
|
|
(2)
|
291
|
|
|||||||
Net current period Other comprehensive income
|
(35
|
)
|
|
1
|
|
|
(49
|
)
|
|
240
|
|
|
157
|
|
|||||
Balance at September 30, 2015
|
|
($26
|
)
|
|
|
($3
|
)
|
|
|
($223
|
)
|
|
|
($13,011
|
)
|
|
|
($13,263
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at June 30, 2016
|
|
($32
|
)
|
|
|
($1
|
)
|
|
|
($113
|
)
|
|
|
($12,649
|
)
|
|
|
($12,795
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(10
|
)
|
|
2
|
|
|
13
|
|
|
1
|
|
|
6
|
|
|||||
Amounts reclassified from AOCI
|
|
|
|
|
15
|
|
|
116
|
|
(2)
|
131
|
|
|||||||
Net current period Other comprehensive income/(loss)
|
(10
|
)
|
|
2
|
|
|
28
|
|
|
117
|
|
|
137
|
|
|||||
Balance at September 30, 2016
|
|
($42
|
)
|
|
|
$1
|
|
|
|
($85
|
)
|
|
|
($12,532
|
)
|
|
|
($12,658
|
)
|
(2)
|
Primarily relates to amortization of actuarial losses for the
nine months and three months ended September 30, 2015
totaling
$768
and
$257
(net of tax of
($427)
and
($143)
) and for the
nine and three months ended September 30, 2016
totaling
$392
and
$131
(net of tax of
($217)
and
($72)
). These are included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note
11
.
|
|
Notional amounts
(1)
|
Other assets
|
Accrued liabilities
|
|||||||||||||||
|
September 30
2016 |
|
December 31
2015 |
|
September 30
2016 |
|
December 31
2015 |
|
September 30
2016 |
|
December 31
2015 |
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$2,211
|
|
|
$2,727
|
|
|
$62
|
|
|
$23
|
|
|
($177
|
)
|
|
($304
|
)
|
Interest rate contracts
|
125
|
|
125
|
|
9
|
|
9
|
|
|
|
|
|||||||
Commodity contracts
|
39
|
|
40
|
|
1
|
|
2
|
|
(5
|
)
|
(13
|
)
|
||||||
Derivatives not receiving hedge accounting treatment:
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
526
|
|
436
|
|
16
|
|
4
|
|
(14
|
)
|
(11
|
)
|
||||||
Commodity contracts
|
675
|
|
725
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
$3,576
|
|
|
$4,053
|
|
88
|
|
38
|
|
(196
|
)
|
(328
|
)
|
||||
Netting arrangements
|
|
|
(52
|
)
|
(23
|
)
|
52
|
|
23
|
|
||||||||
Net recorded balance
|
|
|
|
$36
|
|
|
$15
|
|
|
($144
|
)
|
|
($305
|
)
|
(1)
|
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$55
|
|
|
|
($137
|
)
|
|
|
$14
|
|
|
|
($71
|
)
|
Commodity contracts
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
(52
|
)
|
|
(44
|
)
|
|
(14
|
)
|
|
(21
|
)
|
||||
Commodity contracts
|
(6
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
Forward points recognized in Other income, net:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
8
|
|
|
8
|
|
|
4
|
|
|
1
|
|
||||
Undesignated derivatives recognized in Other income, net:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
2
|
|
|
(3
|
)
|
|
2
|
|
|
(5
|
)
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$3,232
|
|
|
|
$3,232
|
|
|
|
|
|
$4,504
|
|
|
|
$4,504
|
|
|
|
||||
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial paper
|
168
|
|
|
|
|
|
$168
|
|
|
87
|
|
|
|
|
|
$87
|
|
||||||
Corporate notes
|
252
|
|
|
|
|
252
|
|
|
79
|
|
|
|
|
79
|
|
||||||||
U.S. government agencies
|
78
|
|
|
|
|
78
|
|
|
83
|
|
|
|
|
83
|
|
||||||||
Other
|
52
|
|
|
52
|
|
|
|
|
20
|
|
|
20
|
|
|
|
||||||||
Derivatives
|
36
|
|
|
|
|
36
|
|
|
15
|
|
|
|
|
15
|
|
||||||||
Total assets
|
|
$3,818
|
|
|
|
$3,284
|
|
|
|
$534
|
|
|
|
$4,788
|
|
|
|
$4,524
|
|
|
|
$264
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
($144
|
)
|
|
|
|
|
($144
|
)
|
|
|
($305
|
)
|
|
|
|
|
($305
|
)
|
||||
Total liabilities
|
|
($144
|
)
|
|
|
|
|
($144
|
)
|
|
|
($305
|
)
|
|
|
|
|
($305
|
)
|
|
2016
|
|
2015
|
||||||||||||
|
Fair
Value
|
|
|
Total
Losses
|
|
|
Fair
Value
|
|
|
Total
Losses
|
|
||||
Operating lease equipment
|
|
$54
|
|
|
|
($31
|
)
|
|
|
$271
|
|
|
|
($117
|
)
|
Property, plant and equipment
|
|
|
|
(5
|
)
|
|
8
|
|
|
(5
|
)
|
||||
Acquired intangible assets
|
12
|
|
|
(10
|
)
|
|
|
|
|
||||||
Total
|
|
$66
|
|
|
|
($46
|
)
|
|
|
$279
|
|
|
|
($122
|
)
|
|
Fair
Value
|
|
Valuation
Technique(s)
|
|
Unobservable Input
|
|
Range
Median or Average
|
Operating lease equipment
|
$54
|
|
Market approach
|
|
Aircraft value publications
|
|
$94 - $165
(1)
Median $133
|
|
|
Aircraft condition adjustments
|
|
($79) - $0
(2)
Net ($79)
|
(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.
|
|
September 30, 2016
|
|||||||||||
|
Carrying
Amount
|
|
Total Fair
Value
|
|
Level 1
|
Level 2
|
|
Level 3
|
|
|||
Assets
|
|
|
|
|
|
|||||||
Accounts receivable, net
|
|
$9,524
|
|
|
$9,548
|
|
|
|
$9,548
|
|
|
|
Notes receivable, net
|
417
|
|
433
|
|
|
433
|
|
|
||||
Liabilities
|
|
|
|
|
|
|||||||
Debt, excluding capital lease obligations
|
(10,321
|
)
|
(12,278
|
)
|
|
(12,142
|
)
|
(136
|
)
|
|
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
|
)
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Commercial Airplanes
|
|
$1,768
|
|
|
|
$1,143
|
|
|
|
$991
|
|
|
|
$595
|
|
Boeing Capital
|
13
|
|
|
12
|
|
|
4
|
|
|
4
|
|
||||
Total
|
|
$1,781
|
|
|
|
$1,155
|
|
|
|
$995
|
|
|
|
$599
|
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Share-based plans
|
|
($50
|
)
|
|
|
($57
|
)
|
|
|
($9
|
)
|
|
|
($20
|
)
|
Deferred compensation
|
(38
|
)
|
|
(10
|
)
|
|
(33
|
)
|
|
38
|
|
||||
Amortization of previously capitalized interest
|
(71
|
)
|
|
(70
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||
Eliminations and other unallocated items
|
(333
|
)
|
|
(324
|
)
|
|
(135
|
)
|
|
(160
|
)
|
||||
Sub-total
|
(492
|
)
|
|
(461
|
)
|
|
(200
|
)
|
|
(163
|
)
|
||||
Pension
|
129
|
|
|
(293
|
)
|
|
50
|
|
|
(84
|
)
|
||||
Postretirement
|
122
|
|
|
93
|
|
|
38
|
|
|
27
|
|
||||
Pension and Postretirement
|
251
|
|
|
(200
|
)
|
|
88
|
|
|
(57
|
)
|
||||
Total
|
|
($241
|
)
|
|
|
($661
|
)
|
|
|
($112
|
)
|
|
|
($220
|
)
|
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Commercial Airplanes
|
|
$55,441
|
|
|
|
$57,253
|
|
Defense, Space & Security:
|
|
|
|
||||
Boeing Military Aircraft
|
6,641
|
|
|
6,793
|
|
||
Network & Space Systems
|
6,062
|
|
|
6,307
|
|
||
Global Services & Support
|
4,127
|
|
|
4,567
|
|
||
Total Defense, Space & Security
|
16,830
|
|
|
17,667
|
|
||
Boeing Capital
|
3,686
|
|
|
3,492
|
|
||
Unallocated items, eliminations and other
|
12,993
|
|
|
15,996
|
|
||
Total
|
|
$88,950
|
|
|
|
$94,408
|
|
FORWARD-LOOKING STATEMENTS
|
|
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact.
|
|
|
|
Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to:
|
|
|
|
(1)
|
general conditions in the economy and our industry, including those due to regulatory changes;
|
|
|
(2)
|
our reliance on our commercial airline customers;
|
|
|
(3)
|
the overall health of our aircraft production system, planned production rate increases across multiple commercial airline programs, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards;
|
|
|
(4)
|
changing budget and appropriation levels and acquisition priorities of the U.S. government;
|
|
|
(5)
|
our dependence on U.S. government contracts;
|
|
|
(6)
|
our reliance on fixed-price contracts;
|
|
|
(7)
|
our reliance on cost-type contracts;
|
|
|
(8)
|
uncertainties concerning contracts that include in-orbit incentive payments;
|
|
|
(9)
|
our dependence on our subcontractors and suppliers as well as the availability of raw materials;
|
|
|
(10)
|
changes in accounting estimates;
|
|
|
(11)
|
changes in the competitive landscape in our markets;
|
|
|
(12)
|
our non-U.S. operations, including sales to non-U.S. customers;
|
|
|
(13)
|
potential adverse developments in new or pending litigation and/or government investigations;
|
|
|
(14)
|
customer and aircraft concentration in Boeing Capital’s customer financing portfolio;
|
|
|
(15)
|
changes in our ability to obtain debt on commercially reasonable terms and at competitive rates in order to fund our operations and contractual commitments;
|
|
|
(16)
|
realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;
|
|
|
(17)
|
the adequacy of our insurance coverage to cover significant risk exposures;
|
(18)
|
potential business disruptions, including those related to physical security threats, information technology or cyber attacks, epidemics, sanctions or natural disasters;
|
|
|
(19)
|
work stoppages or other labor disruptions;
|
|
|
(20)
|
significant changes in discount rates and actual investment return on pension assets;
|
|
|
(21)
|
potential environmental liabilities; and
|
|
|
(22)
|
threats to the security of our or our customers’ information.
|
|
|
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” on pages 6 through 15 of our most recent Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 9, 10, and 16 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K. Any forward-looking information speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions, except per share data)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$71,285
|
|
|
|
$72,541
|
|
|
|
$23,898
|
|
|
|
$25,849
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP
|
|
|
|
|
|
|
|
||||||||
Earnings from operations
|
|
$3,651
|
|
|
|
$6,282
|
|
|
|
$2,282
|
|
|
|
$2,580
|
|
Operating margins
|
5.1
|
%
|
|
8.7
|
%
|
|
9.5
|
%
|
|
10.0
|
%
|
||||
Effective income tax rate
|
5.8
|
%
|
|
31.5
|
%
|
|
(3.4
|
)%
|
|
31.5
|
%
|
||||
Net earnings
|
|
$3,264
|
|
|
|
$4,150
|
|
|
|
$2,279
|
|
|
|
$1,704
|
|
Diluted earnings per share
|
|
$5.04
|
|
|
|
$5.92
|
|
|
|
$3.60
|
|
|
|
$2.47
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP
(1)
|
|
|
|
|
|
|
|
||||||||
Core operating earnings
|
|
$3,400
|
|
|
|
$6,482
|
|
|
|
$2,194
|
|
|
|
$2,637
|
|
Core operating margins
|
4.8
|
%
|
|
8.9
|
%
|
|
9.2
|
%
|
|
10.2
|
%
|
||||
Core earnings per share
|
|
$4.79
|
|
|
|
$6.11
|
|
|
|
$3.51
|
|
|
|
$2.52
|
|
(1)
|
These measures exclude certain components of pension and other postretirement benefit expense. See page
48
for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Commercial Airplanes
|
|
$48,828
|
|
|
|
$49,950
|
|
|
|
$16,973
|
|
|
|
$17,692
|
|
Defense, Space & Security
|
22,638
|
|
|
22,603
|
|
|
7,508
|
|
|
8,350
|
|
||||
Boeing Capital
|
211
|
|
|
315
|
|
|
63
|
|
|
114
|
|
||||
Unallocated items, eliminations and other
|
(392
|
)
|
|
(327
|
)
|
|
(646
|
)
|
|
(307
|
)
|
||||
Total
|
|
$71,285
|
|
|
|
$72,541
|
|
|
|
$23,898
|
|
|
|
$25,849
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Commercial Airplanes
|
|
$1,657
|
|
|
|
$4,591
|
|
|
|
$1,597
|
|
|
|
$1,768
|
|
Defense, Space & Security
|
2,199
|
|
|
2,311
|
|
|
784
|
|
|
1,022
|
|
||||
Boeing Capital
|
36
|
|
|
41
|
|
|
13
|
|
|
10
|
|
||||
Unallocated pension and other postretirement benefit income/(expense)
|
251
|
|
|
(200
|
)
|
|
88
|
|
|
(57
|
)
|
||||
Other unallocated items and eliminations
|
(492
|
)
|
|
(461
|
)
|
|
(200
|
)
|
|
(163
|
)
|
||||
Earnings from operations (GAAP)
|
|
$3,651
|
|
|
|
$6,282
|
|
|
|
$2,282
|
|
|
|
$2,580
|
|
Unallocated pension and other postretirement benefit expense
|
(251
|
)
|
|
200
|
|
|
(88
|
)
|
|
57
|
|
||||
Core operating earnings (Non-GAAP)
|
|
$3,400
|
|
|
|
$6,482
|
|
|
|
$2,194
|
|
|
|
$2,637
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Share-based plans
|
|
($50
|
)
|
|
|
($57
|
)
|
|
|
($9
|
)
|
|
|
($20
|
)
|
Deferred compensation
|
(38
|
)
|
|
(10
|
)
|
|
(33
|
)
|
|
38
|
|
||||
Eliminations and other unallocated items
|
(404
|
)
|
|
(394
|
)
|
|
(158
|
)
|
|
(181
|
)
|
||||
Sub-total (included in core operating earnings*)
|
(492
|
)
|
|
(461
|
)
|
|
(200
|
)
|
|
(163
|
)
|
||||
Pension
|
129
|
|
|
(293
|
)
|
|
50
|
|
|
(84
|
)
|
||||
Postretirement
|
122
|
|
|
93
|
|
|
38
|
|
|
27
|
|
||||
Pension and other postretirement benefit expense
(excluded from core operating earnings*) |
251
|
|
|
(200
|
)
|
|
88
|
|
|
(57
|
)
|
||||
Total
|
|
($241
|
)
|
|
|
($661
|
)
|
|
|
($112
|
)
|
|
|
($220
|
)
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
Pension Plans
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Service cost
|
|
$488
|
|
|
|
$1,325
|
|
|
|
$162
|
|
|
|
$441
|
|
Interest cost
|
2,287
|
|
|
2,242
|
|
|
761
|
|
|
748
|
|
||||
Expected return on plan assets
|
(2,998
|
)
|
|
(3,024
|
)
|
|
(1,000
|
)
|
|
(1,008
|
)
|
||||
Amortization of prior service costs
|
29
|
|
|
147
|
|
|
9
|
|
|
49
|
|
||||
Recognized net actuarial loss
|
592
|
|
|
1,184
|
|
|
198
|
|
|
392
|
|
||||
Settlement/curtailment/other losses
|
39
|
|
|
194
|
|
|
6
|
|
|
83
|
|
||||
Net periodic benefit cost
|
|
$437
|
|
|
|
$2,068
|
|
|
|
$136
|
|
|
|
$705
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
Pension Plans
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Allocated to business segments
|
|
($1,674
|
)
|
|
|
($1,544
|
)
|
|
|
($503
|
)
|
|
|
($445
|
)
|
Other unallocated items and eliminations
|
129
|
|
|
(293
|
)
|
|
50
|
|
|
(84
|
)
|
||||
Total
|
|
($1,545
|
)
|
|
|
($1,837
|
)
|
|
|
($453
|
)
|
|
|
($529
|
)
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Earnings from operations
|
|
$3,651
|
|
|
|
$6,282
|
|
|
|
$2,282
|
|
|
|
$2,580
|
|
Other income/(loss), net
|
41
|
|
|
(23
|
)
|
|
2
|
|
|
(26
|
)
|
||||
Interest and debt expense
|
(227
|
)
|
|
(203
|
)
|
|
(81
|
)
|
|
(67
|
)
|
||||
Earnings from operations
|
3,465
|
|
|
6,056
|
|
|
2,203
|
|
|
2,487
|
|
||||
Income tax (expense)/benefit
|
(201
|
)
|
|
(1,906
|
)
|
|
76
|
|
|
(783
|
)
|
||||
Net earnings from continuing operations
|
|
$3,264
|
|
|
|
$4,150
|
|
|
|
$2,279
|
|
|
|
$1,704
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
|
||||||||||||||||
|
2016
|
|
|
2015
|
|
Change
|
|
2016
|
|
|
2015
|
|
Change
|
|
||||||
Cost of sales
|
|
$61,326
|
|
|
|
$61,446
|
|
|
($120
|
)
|
|
$19,904
|
|
|
|
$21,600
|
|
|
($1,696
|
)
|
Cost of sales as a % of Revenues
|
86.0
|
%
|
|
84.7
|
%
|
1.3
|
%
|
83.3
|
%
|
|
83.6
|
%
|
(0.3
|
)%
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Commercial Airplanes
|
|
$3,194
|
|
|
|
$1,713
|
|
|
|
$646
|
|
|
|
$616
|
|
Defense, Space & Security
|
750
|
|
|
715
|
|
|
229
|
|
|
241
|
|
||||
Other
|
(43
|
)
|
|
(2
|
)
|
|
(18
|
)
|
|
|
|
||||
Total
|
|
$3,901
|
|
|
|
$2,426
|
|
|
|
$857
|
|
|
|
$857
|
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Total contractual backlog
|
|
$448,883
|
|
|
|
$476,595
|
|
Unobligated backlog
|
13,115
|
|
|
12,704
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$48,828
|
|
|
|
$49,950
|
|
|
|
$16,973
|
|
|
|
$17,692
|
|
Earnings from operations:
|
|
$1,657
|
|
|
|
$4,591
|
|
|
|
$1,597
|
|
|
|
$1,768
|
|
Operating margins
|
3.4
|
%
|
|
9.2
|
%
|
|
9.4
|
%
|
|
10.0
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Contractual backlog
|
|
$408,756
|
|
|
|
$431,408
|
|
Unobligated backlog
|
219
|
|
|
216
|
|
|
737
|
|
*
|
747
|
|
†
|
767
|
|
|
777
|
|
|
787
|
|
|
Total
|
|
Deliveries during the first nine months of 2016
|
368
|
|
(15)
|
8
|
|
(3)
|
10
|
|
|
73
|
|
|
104
|
|
|
563
|
|
Deliveries during the first nine months of 2015
|
375
|
|
(11)
|
13
|
|
(1)
|
14
|
|
|
77
|
|
|
101
|
|
|
580
|
|
Deliveries during the third quarter of 2016
|
120
|
|
(6)
|
5
|
|
(3)
|
5
|
|
|
22
|
|
|
36
|
|
|
188
|
|
Deliveries during the third quarter of 2015
|
126
|
|
(5)
|
4
|
|
(1)
|
5
|
|
|
27
|
|
|
37
|
|
|
199
|
|
Cumulative deliveries as of 9/30/2016
|
6,081
|
|
|
1,527
|
|
|
1,093
|
|
|
1,434
|
|
|
467
|
|
|
|
|
Cumulative deliveries as of 12/31/2015
|
5,713
|
|
|
1,519
|
|
|
1,083
|
|
|
1,361
|
|
|
363
|
|
|
|
†
|
Aircraft accounted for as revenues by Commercial Airplanes and as operating leases in consolidation identified by parentheses
|
|
Program
|
||||||||||||||||
As of 9/30/2016
|
737
|
|
|
747*
|
|
|
767
|
|
|
777
|
|
|
777X
|
|
|
787
|
|
Program accounting quantities
|
9,000
|
|
|
1,555
|
|
|
1,159
|
|
|
1,650
|
|
|
**
|
|
|
1,300
|
|
Undelivered units under firm orders
|
4,350
|
|
|
15
|
|
|
96
|
|
|
151
|
|
|
306
|
|
|
694
|
|
Cumulative firm orders
|
10,431
|
|
|
1,542
|
|
|
1,189
|
|
|
1,585
|
|
|
306
|
|
|
1,161
|
|
|
Program
|
||||||||||||||||
As of 12/31/2015
|
737
|
|
|
747
|
|
|
767
|
|
|
777
|
|
|
777X
|
|
|
787
|
|
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
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$22,638
|
|
|
|
$22,603
|
|
|
|
$7,508
|
|
|
|
$8,350
|
|
Earnings from operations
|
|
$2,199
|
|
|
|
$2,311
|
|
|
|
$784
|
|
|
|
$1,022
|
|
Operating margins
|
9.7
|
%
|
|
10.2
|
%
|
|
10.4
|
%
|
|
12.2
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Contractual backlog
|
|
$40,127
|
|
|
|
$45,187
|
|
Unobligated backlog
|
12,896
|
|
|
12,488
|
|
|
Nine months ended September 30
|
|
Three months ended September 30
|
|||||
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
F/A-18 Models
|
20
|
|
28
|
|
|
6
|
|
8
|
F-15 Models
|
11
|
|
8
|
|
|
4
|
|
3
|
C-17 Globemaster III
|
4
|
|
5
|
|
|
0
|
|
2
|
CH-47 Chinook (New)
|
17
|
|
35
|
|
|
7
|
|
14
|
CH-47 Chinook (Renewed)
|
23
|
|
6
|
|
|
7
|
|
1
|
AH-64 Apache (New)
|
25
|
|
18
|
|
|
10
|
|
6
|
AH-64 Apache (Remanufactured)
|
27
|
|
33
|
|
|
9
|
|
10
|
P-8 Models
|
13
|
|
10
|
|
|
4
|
|
4
|
C-40A
|
|
|
1
|
|
|
|
|
|
Total
|
140
|
|
144
|
|
|
47
|
|
48
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$9,898
|
|
|
|
$10,237
|
|
|
|
$3,260
|
|
|
|
$4,037
|
|
Earnings from operations
|
|
$943
|
|
|
|
$874
|
|
|
|
$434
|
|
|
|
$494
|
|
Operating margins
|
9.5
|
%
|
|
8.5
|
%
|
|
13.3
|
%
|
|
12.2
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Contractual backlog
|
|
$20,769
|
|
|
|
$19,947
|
|
Unobligated backlog
|
3,793
|
|
|
7,141
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$5,246
|
|
|
|
$5,797
|
|
|
|
$1,701
|
|
|
|
$2,127
|
|
Earnings from operations
|
|
$336
|
|
|
|
$563
|
|
|
|
$35
|
|
|
|
$245
|
|
Operating margins
|
6.4
|
%
|
|
9.7
|
%
|
|
2.1
|
%
|
|
11.5
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Contractual backlog
|
|
$6,517
|
|
|
|
$7,368
|
|
Unobligated backlog
|
7,289
|
|
|
4,979
|
|
(Dollars in millions)
|
Nine months ended September 30
|
Three months ended September 30
|
|||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$7,494
|
|
|
|
$6,569
|
|
|
|
$2,547
|
|
|
|
$2,186
|
|
Earnings from operations
|
|
$920
|
|
|
|
$874
|
|
|
|
$315
|
|
|
|
$283
|
|
Operating margins
|
12.3
|
%
|
|
13.3
|
%
|
|
12.4
|
%
|
|
12.9
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Contractual backlog
|
|
$12,841
|
|
|
|
$17,872
|
|
Unobligated backlog
|
1,814
|
|
|
368
|
|
(Dollars in millions)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$211
|
|
|
|
$315
|
|
|
|
$63
|
|
|
|
$114
|
|
Earnings from operations
|
|
$36
|
|
|
|
$41
|
|
|
|
$13
|
|
|
|
$10
|
|
Operating margins
|
17
|
%
|
|
13
|
%
|
|
21
|
%
|
|
9
|
%
|
(Dollars in millions)
|
September 30
2016 |
|
|
December 31
2015 |
|
||
Customer financing and investment portfolio, net
|
|
$3,660
|
|
|
|
$3,449
|
|
Other assets, primarily cash and short-term investments
|
237
|
|
|
480
|
|
||
Total assets
|
|
$3,897
|
|
|
|
$3,929
|
|
|
|
|
|
||||
Other liabilities, primarily deferred income taxes
|
|
$977
|
|
|
|
$1,099
|
|
Debt, including intercompany loans
|
2,421
|
|
|
2,355
|
|
||
Equity
|
499
|
|
|
475
|
|
||
Total liabilities and equity
|
|
$3,897
|
|
|
|
$3,929
|
|
|
|
|
|
||||
Debt-to-equity ratio
|
4.9-to-1
|
|
|
5.0-to-1
|
|
(Dollars in millions)
|
Nine months ended September 30
|
||||||
|
2016
|
|
|
2015
|
|
||
Net earnings
|
|
$3,264
|
|
|
|
$4,150
|
|
Non-cash items
|
1,793
|
|
|
1,702
|
|
||
Changes in working capital
|
2,610
|
|
|
392
|
|
||
Net cash provided by operating activities
|
7,667
|
|
|
6,244
|
|
||
Net cash used by investing activities
|
(1,964
|
)
|
|
(965
|
)
|
||
Net cash used by financing activities
|
(8,013
|
)
|
|
(7,609
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(6
|
)
|
|
(20
|
)
|
||
Net decrease in cash and cash equivalents
|
(2,316
|
)
|
|
(2,350
|
)
|
||
Cash and cash equivalents at beginning of year
|
11,302
|
|
|
11,733
|
|
||
Cash and cash equivalents at end of period
|
|
$8,986
|
|
|
|
$9,383
|
|
(Dollars in millions, except per share data)
|
Nine months ended September 30
|
|
Three months ended September 30
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Revenues
|
|
$71,285
|
|
|
|
$72,541
|
|
|
|
$23,898
|
|
|
|
$25,849
|
|
Earnings from operations, as reported
|
|
$3,651
|
|
|
|
$6,282
|
|
|
|
$2,282
|
|
|
|
$2,580
|
|
Operating margins
|
5.1
|
%
|
|
8.7
|
%
|
|
9.5
|
%
|
|
10.0
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Unallocated pension (income)/expense
|
|
($129
|
)
|
|
|
$293
|
|
|
|
($50
|
)
|
|
|
$84
|
|
Unallocated other postretirement benefit income
|
|
($122
|
)
|
|
|
($93
|
)
|
|
|
($38
|
)
|
|
|
($27
|
)
|
Unallocated pension and other postretirement benefit income/(expense)
|
|
($251
|
)
|
|
|
$200
|
|
|
|
($88
|
)
|
|
|
$57
|
|
Core operating earnings (non-GAAP)
|
|
$3,400
|
|
|
|
$6,482
|
|
|
|
$2,194
|
|
|
|
$2,637
|
|
Core operating margins (non-GAAP)
|
4.8
|
%
|
|
8.9
|
%
|
|
9.2
|
%
|
|
10.2
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share, as reported
|
|
$5.04
|
|
|
|
$5.92
|
|
|
|
$3.60
|
|
|
|
$2.47
|
|
Unallocated pension (income)/expense
|
(0.20
|
)
|
|
0.42
|
|
|
(0.08
|
)
|
|
0.12
|
|
||||
Unallocated other postretirement benefit income
|
(0.19
|
)
|
|
(0.13
|
)
|
|
(0.06
|
)
|
|
(0.04
|
)
|
||||
Provision for deferred income taxes on
adjustments
(1)
|
|
$0.14
|
|
|
|
($0.10
|
)
|
|
|
$0.05
|
|
|
|
($0.03
|
)
|
Core earnings per share (non-GAAP)
|
|
$4.79
|
|
|
|
$6.11
|
|
|
|
$3.51
|
|
|
|
$2.52
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average diluted shares (in millions)
|
647.9
|
|
|
700.9
|
|
|
632.7
|
|
|
689.0
|
|
(1)
|
The income tax impact is calculated using the tax rate in effect for the non-GAAP adjustments.
|
(1)
|
We purchased an aggregate of
7,558,006
shares of our common stock in the open market pursuant to our repurchase program and
30,532
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 did not purchase shares in swap transactions.
|
(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.
|
3.2
|
By-Laws of The Boeing Company, as amended and restated effective October 14, 2016 (Exhibit 3.2 to the Company's Current Report on Form 8-K dated October 14, 2016).
|
|
|
10
|
Non-Employee Director Compensation.
|
|
|
12
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
15
|
Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information.
|
|
|
31(i)
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31(ii)
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32(i)
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
32(ii)
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
October 26, 2016
|
|
/s/ Robert E. Verbeck
|
(Date)
|
|
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller
|
|
|
||
Annual Cash Retainer
|
$
|
135,000
|
|
Annual Retainer in Deferred Stock Units
|
$
|
180,000
|
|
Lead Director Annual Retainer
|
$
|
30,000
|
|
Audit Committee Chair Annual Retainer
|
$
|
25,000
|
|
Compensation Committee Chair Annual Retainer
|
$
|
20,000
|
|
Governance, Organization and Nominating Committee Chair Annual Retainer
|
$
|
20,000
|
|
Finance Committee Chair Annual Retainer
|
$
|
15,000
|
|
Special Programs Committee Chair Annual Retainer
|
$
|
15,000
|
|
|
Nine months ended
|
|
Years ended December 31,
|
||||||||||||
|
September 30, 2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|||||
Earnings before income taxes
|
|
$3,465
|
|
|
$7,155
|
|
|
$7,137
|
|
|
$6,232
|
|
|
$5,910
|
|
Fixed charges excluding capitalized interest
|
314
|
|
391
|
|
455
|
|
514
|
|
603
|
|
|||||
Amortization of previously capitalized interest
|
71
|
|
90
|
|
72
|
|
74
|
|
75
|
|
|||||
Net adjustment for earnings from affiliates
|
29
|
|
(34
|
)
|
7
|
|
13
|
|
69
|
|
|||||
Earnings available for fixed charges
|
|
$3,879
|
|
|
$7,602
|
|
|
$7,671
|
|
|
$6,833
|
|
|
$6,657
|
|
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest and debt expense
(1)
|
|
$273
|
|
|
$339
|
|
|
$402
|
|
|
$461
|
|
|
$551
|
|
Interest capitalized during the period
|
126
|
|
158
|
|
102
|
|
87
|
|
74
|
|
|||||
Rentals deemed representative of an interest factor
|
41
|
|
52
|
|
53
|
|
53
|
|
52
|
|
|||||
Total fixed charges
|
|
$440
|
|
|
$549
|
|
|
$557
|
|
|
$601
|
|
|
$677
|
|
Ratio of earnings to fixed charges
|
8.8
|
|
13.8
|
|
13.8
|
|
11.4
|
|
9.8
|
|
(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
.
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
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
quarterly
report on Form
10-Q
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/ Gregory D. Smith
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Dennis A. Muilenburg
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gregory D. Smith
|
|