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:
|
•
|
Boeing Military Aircraft
(
BMA
)
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•
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Network & Space Systems
(
N&SS
)
|
•
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Global Services & Support
(
GS&S
)
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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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21%
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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 2022.
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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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•
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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 tensions and conflicts.
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(Square feet in thousands)
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Owned
|
|
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Leased
|
|
|
Government Owned
(1)
|
|
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Total
|
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Commercial Airplanes
|
41,470
|
|
|
5,753
|
|
|
|
|
47,223
|
|
|
Defense, Space & Security
|
26,775
|
|
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7,975
|
|
|
|
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34,750
|
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Other
(2)
|
2,399
|
|
|
866
|
|
|
319
|
|
|
3,584
|
|
Total
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70,644
|
|
|
14,594
|
|
|
319
|
|
|
85,557
|
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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
|
•
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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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•
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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
|
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Approximate Dollar
Value of Shares That May Yet
be Purchased Under the
Plans or Programs
(2)
|
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||
10/1/2016 thru 10/31/2016
|
3,677,690
|
|
|
$136.16
|
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3,672,589
|
|
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$7,000
|
|
11/1/2016 thru 11/30/2016
|
12,436
|
|
140.32
|
|
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|
7,000
|
|
|||
12/1/2016 thru 12/31/2016
|
54,175
|
|
155.67
|
|
|
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14,000
|
|
|||
Total
|
3,744,301
|
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$136.46
|
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3,672,589
|
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(1)
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We purchased an aggregate of
3,672,589
shares of our common stock in the open market pursuant to our repurchase plan and
71,713
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.
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(2)
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On December 12, 2016, we announced a new repurchase plan for up to
$14 billion
of common stock, replacing the plan previously authorized in 2015.
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Five-Year Summary (Unaudited)
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|||||||||||||||||||
(Dollars in millions, except per share data)
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2016
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2015
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2014
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2013
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2012
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|||||
Operations
|
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||||||||||
Revenues:
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||||||||||
Commercial Airplanes
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$65,069
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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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Defense, Space & Security:
(1)
|
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||||||||||
Boeing Military Aircraft
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12,515
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13,424
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13,410
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15,161
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15,223
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|||||
Network & Space Systems
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7,046
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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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|||||
Global Services & Support
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9,937
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9,213
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9,468
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9,524
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9,473
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|||||
Total Defense, Space & Security
|
29,498
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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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|||||
Boeing Capital
|
298
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|
|
413
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416
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408
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468
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|||||
Unallocated items, eliminations, and other
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(294
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)
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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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|||||
Total revenues
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$94,571
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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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General and administrative expense
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3,616
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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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|||||
Research and development expense
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4,627
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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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|||||
Other income/(loss), net
|
40
|
|
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(13
|
)
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(3
|
)
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56
|
|
|
62
|
|
|||||
Net earnings from continuing operations
|
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$4,895
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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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Net loss on disposal of discontinued operations, net of tax
|
|
|
|
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|
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(1
|
)
|
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(3
|
)
|
|||||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
$4,585
|
|
|
|
$3,900
|
|
Basic earnings per share from continuing operations
|
7.70
|
|
|
7.52
|
|
|
7.47
|
|
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6.03
|
|
|
5.15
|
|
|||||
Diluted earnings per share from continuing operations
|
7.61
|
|
|
7.44
|
|
|
7.38
|
|
|
5.96
|
|
|
5.11
|
|
|||||
Cash dividends declared
|
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$2,902
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|
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$2,575
|
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$2,210
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$1,642
|
|
|
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$1,360
|
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Per share
|
4.69
|
|
|
3.82
|
|
|
3.10
|
|
|
2.19
|
|
|
1.81
|
|
|||||
Additions to Property, plant and equipment
|
2,613
|
|
|
2,450
|
|
|
2,236
|
|
|
2,098
|
|
|
1,703
|
|
|||||
Depreciation of Property, plant and equipment
|
1,418
|
|
|
1,357
|
|
|
1,414
|
|
|
1,338
|
|
|
1,248
|
|
|||||
Year-end workforce
|
150,500
|
|
|
161,400
|
|
|
165,500
|
|
|
168,400
|
|
|
174,400
|
|
|||||
Financial position at December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$89,997
|
|
|
|
$94,408
|
|
|
|
$92,921
|
|
|
|
$90,014
|
|
|
|
$84,528
|
|
Working capital
|
12,354
|
|
|
17,822
|
|
|
19,534
|
|
|
19,830
|
|
|
16,667
|
|
|||||
Property, plant and equipment, net
|
12,807
|
|
|
12,076
|
|
|
11,007
|
|
|
10,224
|
|
|
9,660
|
|
|||||
Cash and cash equivalents
|
8,801
|
|
|
11,302
|
|
|
11,733
|
|
|
9,088
|
|
|
10,341
|
|
|||||
Short-term and other investments
|
1,228
|
|
|
750
|
|
|
1,359
|
|
|
6,170
|
|
|
3,217
|
|
|||||
Total debt
|
9,952
|
|
|
9,964
|
|
|
9,070
|
|
|
9,635
|
|
|
10,409
|
|
|||||
Customer financing assets
|
4,201
|
|
|
3,570
|
|
|
3,561
|
|
|
3,971
|
|
|
4,420
|
|
|||||
Shareholders’ equity
|
817
|
|
|
6,335
|
|
|
8,665
|
|
|
14,875
|
|
|
5,867
|
|
|||||
Common shares outstanding (in millions)
|
617.2
|
|
|
666.6
|
|
|
706.7
|
|
|
747.4
|
|
|
755.6
|
|
|||||
Contractual Backlog:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Airplanes
|
|
$416,198
|
|
|
|
$431,408
|
|
|
|
$440,118
|
|
|
|
$372,980
|
|
|
|
$317,287
|
|
Defense, Space & Security:
|
|
|
|
|
|
|
|
|
|
||||||||||
Boeing Military Aircraft
|
21,415
|
|
|
19,947
|
|
|
21,078
|
|
|
23,510
|
|
|
27,787
|
|
|||||
Network & Space Systems
|
5,054
|
|
|
7,368
|
|
|
8,935
|
|
|
9,832
|
|
|
10,078
|
|
|||||
Global Services & Support
|
15,610
|
|
|
17,872
|
|
|
16,961
|
|
|
16,339
|
|
|
17,203
|
|
|||||
Total Defense, Space & Security
|
42,079
|
|
|
45,187
|
|
|
46,974
|
|
|
49,681
|
|
|
55,068
|
|
|||||
Total contractual backlog
|
|
$458,277
|
|
|
|
$476,595
|
|
|
|
$487,092
|
|
|
|
$422,661
|
|
|
|
$372,355
|
|
(1)
|
These measures exclude certain components of pension and other postretirement benefit expense. See page
42
-
43
for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Commercial Airplanes
|
|
$65,069
|
|
|
|
$66,048
|
|
|
|
$59,990
|
|
Defense, Space & Security
|
29,498
|
|
|
30,388
|
|
|
30,881
|
|
|||
Boeing Capital
|
298
|
|
|
413
|
|
|
416
|
|
|||
Unallocated items, eliminations and other
|
(294
|
)
|
|
(735
|
)
|
|
(525
|
)
|
|||
Total
|
|
$94,571
|
|
|
|
$96,114
|
|
|
|
$90,762
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Commercial Airplanes
|
|
$3,130
|
|
|
|
$5,157
|
|
|
|
$6,411
|
|
Defense, Space & Security
|
3,008
|
|
|
3,274
|
|
|
3,133
|
|
|||
Boeing Capital
|
59
|
|
|
50
|
|
|
92
|
|
|||
Unallocated pension and other postretirement benefit
income/(expense)
|
370
|
|
|
(298
|
)
|
|
(1,387
|
)
|
|||
Other unallocated items and eliminations
|
(733
|
)
|
|
(740
|
)
|
|
(776
|
)
|
|||
Earnings from operations (GAAP)
|
|
$5,834
|
|
|
|
$7,443
|
|
|
|
$7,473
|
|
Unallocated pension and other postretirement benefit
|
(370
|
)
|
|
298
|
|
|
1,387
|
|
|||
Core operating earnings (Non-GAAP)
|
|
$5,464
|
|
|
|
$7,741
|
|
|
|
$8,860
|
|
|
Pension
|
||||||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Service cost
|
|
$604
|
|
|
|
$1,764
|
|
|
|
$1,661
|
|
Interest cost
|
3,050
|
|
|
2,990
|
|
|
3,058
|
|
|||
Expected return on plan assets
|
(3,999
|
)
|
|
(4,031
|
)
|
|
(4,169
|
)
|
|||
Amortization of prior service costs
|
38
|
|
|
196
|
|
|
177
|
|
|||
Recognized net actuarial loss
|
790
|
|
|
1,577
|
|
|
1,020
|
|
|||
Settlement/curtailment/other losses
|
40
|
|
|
290
|
|
|
461
|
|
|||
Net periodic benefit cost
|
|
$523
|
|
|
|
$2,786
|
|
|
|
$2,208
|
|
(Dollars in millions)
|
Pension
|
||||||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Allocated to business segments
|
|
($2,196
|
)
|
|
|
($1,945
|
)
|
|
|
($1,746
|
)
|
Unallocated items, eliminations and other
|
217
|
|
|
(421
|
)
|
|
(1,469
|
)
|
|||
Total
|
|
($1,979
|
)
|
|
|
($2,366
|
)
|
|
|
($3,215
|
)
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Earnings from operations
|
|
$5,834
|
|
|
|
$7,443
|
|
|
|
$7,473
|
|
Other income/(loss), net
|
40
|
|
|
(13
|
)
|
|
(3
|
)
|
|||
Interest and debt expense
|
(306
|
)
|
|
(275
|
)
|
|
(333
|
)
|
|||
Earnings before income taxes
|
5,568
|
|
|
7,155
|
|
|
7,137
|
|
|||
Income tax expense
|
(673
|
)
|
|
(1,979
|
)
|
|
(1,691
|
)
|
|||
Net earnings from continuing operations
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
(Dollars in millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Contractual Backlog:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$416,198
|
|
|
|
$431,408
|
|
|
|
$440,118
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
21,415
|
|
|
19,947
|
|
|
21,078
|
|
|||
Network & Space Systems
|
5,054
|
|
|
7,368
|
|
|
8,935
|
|
|||
Global Services & Support
|
15,610
|
|
|
17,872
|
|
|
16,961
|
|
|||
Total Defense, Space & Security
|
42,079
|
|
|
45,187
|
|
|
46,974
|
|
|||
Total contractual backlog
|
|
$458,277
|
|
|
|
$476,595
|
|
|
|
$487,092
|
|
Unobligated backlog
|
|
$15,215
|
|
|
|
$12,704
|
|
|
|
$15,299
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$65,069
|
|
|
|
$66,048
|
|
|
|
$59,990
|
|
% of total company revenues
|
69
|
%
|
|
69
|
%
|
|
66
|
%
|
|||
Earnings from operations
|
|
$3,130
|
|
|
|
$5,157
|
|
|
|
$6,411
|
|
Operating margins
|
4.8
|
%
|
|
7.8
|
%
|
|
10.7
|
%
|
|||
Research and development
|
|
$3,755
|
|
|
|
$2,340
|
|
|
|
$1,881
|
|
Contractual backlog
|
|
$416,198
|
|
|
|
$431,408
|
|
|
|
$440,118
|
|
Unobligated backlog
|
|
$160
|
|
|
|
$216
|
|
|
|
$360
|
|
|
737
|
|
*
|
747
|
|
†
|
767
|
|
|
777
|
|
|
787
|
|
Total
|
2016
|
|
|
|
|
|
|
|
|
|
|
|||||
Cumulative deliveries
|
6,203
|
|
|
1,528
|
|
|
1,096
|
|
|
1,460
|
|
|
500
|
|
|
Deliveries
|
490
|
|
(19)
|
9
|
|
(3)
|
13
|
|
|
99
|
|
|
137
|
|
748
|
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
|
|
Program
|
||||||||||||||
|
737
|
|
|
747*
|
|
767
|
|
|
777
|
|
|
777X
|
|
787
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Program accounting quantities
|
9,000
|
|
|
1,555
|
|
1,159
|
|
|
1,625
|
|
|
**
|
|
1,300
|
|
Undelivered units under firm orders
|
4,452
|
|
|
28
|
|
93
|
|
|
136
|
|
|
306
|
|
700
|
|
Cumulative firm orders
|
10,655
|
|
|
1,556
|
|
1,189
|
|
|
1,596
|
|
|
306
|
|
1,200
|
|
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
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$29,498
|
|
|
|
$30,388
|
|
|
|
$30,881
|
|
% of total company revenues
|
31
|
%
|
|
32
|
%
|
|
34
|
%
|
|||
Earnings from operations
|
|
$3,008
|
|
|
|
$3,274
|
|
|
|
$3,133
|
|
Operating margins
|
10.2
|
%
|
|
10.8
|
%
|
|
10.1
|
%
|
|||
Contractual backlog
|
|
$42,079
|
|
|
|
$45,187
|
|
|
|
$46,974
|
|
Unobligated backlog
|
|
$15,055
|
|
|
|
$12,488
|
|
|
|
$14,939
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
F/A-18 Models
|
25
|
|
|
35
|
|
|
44
|
|
F-15 Models
|
15
|
|
|
12
|
|
|
14
|
|
C-17 Globemaster III
|
4
|
|
|
5
|
|
|
7
|
|
CH-47 Chinook (New)
|
25
|
|
|
41
|
|
|
54
|
|
CH-47 Chinook (Renewed)
|
25
|
|
|
16
|
|
|
|
|
AH-64 Apache (New)
|
31
|
|
|
23
|
|
|
45
|
|
AH-64 Apache (Remanufactured)
|
34
|
|
|
38
|
|
|
37
|
|
P-8 Models
|
18
|
|
|
14
|
|
|
11
|
|
AEW&C
|
|
|
1
|
|
|
3
|
|
|
C-40A
|
1
|
|
|
1
|
|
|
1
|
|
Total
|
178
|
|
|
186
|
|
|
216
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$12,515
|
|
|
|
$13,424
|
|
|
|
$13,410
|
|
% of total company revenues
|
13
|
%
|
|
14
|
%
|
|
15
|
%
|
|||
Earnings from operations
|
|
$1,231
|
|
|
|
$1,311
|
|
|
|
$1,294
|
|
Operating margins
|
9.8
|
%
|
|
9.8
|
%
|
|
9.6
|
%
|
|||
Contractual backlog
|
|
$21,415
|
|
|
|
$19,947
|
|
|
|
$21,078
|
|
Unobligated backlog
|
|
$4,026
|
|
|
|
$7,141
|
|
|
|
$7,962
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$7,046
|
|
|
|
$7,751
|
|
|
|
$8,003
|
|
% of total company revenues
|
7
|
%
|
|
8
|
%
|
|
9
|
%
|
|||
Earnings from operations
|
|
$493
|
|
|
|
$726
|
|
|
|
$698
|
|
Operating margins
|
7.0
|
%
|
|
9.4
|
%
|
|
8.7
|
%
|
|||
Contractual backlog
|
|
$5,054
|
|
|
|
$7,368
|
|
|
|
$8,935
|
|
Unobligated backlog
|
|
$8,293
|
|
|
|
$4,979
|
|
|
|
$5,987
|
|
Years ended December 31,
|
2016
|
|
2015
|
|
2014
|
Commercial and civil satellites
|
5
|
|
3
|
|
5
|
Military satellites
|
2
|
|
1
|
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$9,937
|
|
|
|
$9,213
|
|
|
|
$9,468
|
|
% of total company revenues
|
11
|
%
|
|
10
|
%
|
|
10
|
%
|
|||
Earnings from operations
|
|
$1,284
|
|
|
|
$1,237
|
|
|
|
$1,141
|
|
Operating margins
|
12.9
|
%
|
|
13.4
|
%
|
|
12.1
|
%
|
|||
Contractual backlog
|
|
$15,610
|
|
|
|
$17,872
|
|
|
|
$16,961
|
|
Unobligated backlog
|
|
$2,736
|
|
|
|
$368
|
|
|
|
$990
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues
|
|
$298
|
|
|
|
$413
|
|
|
|
$416
|
|
Earnings from operations
|
|
$59
|
|
|
|
$50
|
|
|
|
$92
|
|
Operating margins
|
20
|
%
|
|
12
|
%
|
|
22
|
%
|
(Dollars in millions)
|
2016
|
|
|
2015
|
|
||
Customer financing and investment portfolio, net
|
|
$4,109
|
|
|
|
$3,449
|
|
Other assets, primarily cash and short-term investments
|
346
|
|
|
480
|
|
||
Total assets
|
|
$4,455
|
|
|
|
$3,929
|
|
|
|
|
|
||||
Other liabilities, primarily deferred income taxes
|
|
$1,007
|
|
|
|
$1,099
|
|
Debt, including intercompany loans
|
2,864
|
|
|
2,355
|
|
||
Equity
|
584
|
|
|
475
|
|
||
Total liabilities and equity
|
|
$4,455
|
|
|
|
$3,929
|
|
|
|
|
|
||||
Debt-to-equity ratio
|
4.9-to-1
|
|
|
5.0-to-1
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
Non-cash items
|
2,559
|
|
|
2,392
|
|
|
2,515
|
|
|||
Changes in working capital
|
3,045
|
|
|
1,795
|
|
|
897
|
|
|||
Net cash provided by operating activities
|
10,499
|
|
|
9,363
|
|
|
8,858
|
|
|||
Net cash (used)/provided by investing activities
|
(3,380
|
)
|
|
(1,846
|
)
|
|
2,467
|
|
|||
Net cash used by financing activities
|
(9,587
|
)
|
|
(7,920
|
)
|
|
(8,593
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(33
|
)
|
|
(28
|
)
|
|
(87
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(2,501
|
)
|
|
(431
|
)
|
|
2,645
|
|
|||
Cash and cash equivalents at beginning of year
|
11,302
|
|
|
11,733
|
|
|
9,088
|
|
|||
Cash and cash equivalents at end of period
|
|
$8,801
|
|
|
|
$11,302
|
|
|
|
$11,733
|
|
(Dollars in millions)
|
Total
|
|
|
Less
than 1
year
|
|
|
1-3
years
|
|
|
3-5
years
|
|
|
After 5
years
|
|
|||||
Long-term debt (including current portion)
|
|
$9,945
|
|
|
|
$327
|
|
|
|
$1,911
|
|
|
|
$1,840
|
|
|
|
$5,867
|
|
Interest on debt
(1)
|
5,656
|
|
|
459
|
|
|
872
|
|
|
691
|
|
|
3,634
|
|
|||||
Pension and other postretirement cash requirements
|
15,476
|
|
|
779
|
|
|
3,412
|
|
|
3,969
|
|
|
7,316
|
|
|||||
Capital lease obligations
|
144
|
|
|
60
|
|
|
64
|
|
|
13
|
|
|
7
|
|
|||||
Operating lease obligations
|
1,494
|
|
|
239
|
|
|
400
|
|
|
235
|
|
|
620
|
|
|||||
Purchase obligations not recorded on the Consolidated Statements of Financial Position
|
107,564
|
|
|
38,458
|
|
|
31,381
|
|
|
20,478
|
|
|
17,247
|
|
|||||
Purchase obligations recorded on the Consolidated Statements of Financial Position
|
17,415
|
|
|
16,652
|
|
|
746
|
|
|
3
|
|
|
14
|
|
|||||
Total contractual obligations
(2)
|
|
$157,694
|
|
|
|
$56,974
|
|
|
|
$38,786
|
|
|
|
$27,229
|
|
|
|
$34,705
|
|
(1)
|
Includes interest on variable rate debt calculated based on interest rates at
December 31, 2016
. Variable rate debt was
3%
of our total debt at
December 31, 2016
.
|
(2)
|
Excludes income tax matters. As of
December 31, 2016
, our net liability for income taxes payable, including uncertain tax positions of
$1,557 million
, was
$1,169 million
. For further discussion of income taxes, see Note
4
to our Consolidated Financial Statements. 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
|
|
$4,701
|
|
|
|
$3,051
|
|
|
|
$805
|
|
|
|
$3
|
|
|
|
$842
|
|
Commercial aircraft financing commitments
|
14,847
|
|
|
2,432
|
|
|
6,874
|
|
|
3,493
|
|
|
2,048
|
|
|||||
Total commercial commitments
|
|
$19,548
|
|
|
|
$5,483
|
|
|
|
$7,679
|
|
|
|
$3,496
|
|
|
|
$2,890
|
|
(1)
|
The income tax impact is calculated using the tax rate in effect for the non-GAAP adjustments.
|
(Dollars in millions)
|
Change in discount rate
Increase 25 bps
|
|
|
Change in discount rate
Decrease 25 bps
|
|
||
Pension plans
|
|
|
|
||||
Projected benefit obligation
|
|
($2,218
|
)
|
|
|
$2,793
|
|
Net periodic pension cost
|
(89
|
)
|
|
107
|
|
|
Page
|
|
|
(Dollars in millions, except per share data)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales of products
|
|
$84,399
|
|
|
|
$85,255
|
|
|
|
$80,688
|
|
Sales of services
|
10,172
|
|
|
10,859
|
|
|
10,074
|
|
|||
Total revenues
|
94,571
|
|
|
96,114
|
|
|
90,762
|
|
|||
|
|
|
|
|
|
||||||
Cost of products
|
(72,713
|
)
|
|
(73,446
|
)
|
|
(68,551
|
)
|
|||
Cost of services
|
(8,018
|
)
|
|
(8,578
|
)
|
|
(8,132
|
)
|
|||
Boeing Capital interest expense
|
(59
|
)
|
|
(64
|
)
|
|
(69
|
)
|
|||
Total costs and expenses
|
(80,790
|
)
|
|
(82,088
|
)
|
|
(76,752
|
)
|
|||
|
13,781
|
|
|
14,026
|
|
|
14,010
|
|
|||
Income from operating investments, net
|
303
|
|
|
274
|
|
|
287
|
|
|||
General and administrative expense
|
(3,616
|
)
|
|
(3,525
|
)
|
|
(3,767
|
)
|
|||
Research and development expense, net
|
(4,627
|
)
|
|
(3,331
|
)
|
|
(3,047
|
)
|
|||
Loss on dispositions, net
|
(7
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Earnings from operations
|
5,834
|
|
|
7,443
|
|
|
7,473
|
|
|||
Other income/(loss), net
|
40
|
|
|
(13
|
)
|
|
(3
|
)
|
|||
Interest and debt expense
|
(306
|
)
|
|
(275
|
)
|
|
(333
|
)
|
|||
Earnings before income taxes
|
5,568
|
|
|
7,155
|
|
|
7,137
|
|
|||
Income tax expense
|
(673
|
)
|
|
(1,979
|
)
|
|
(1,691
|
)
|
|||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$7.70
|
|
|
|
$7.52
|
|
|
|
$7.47
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
|
$7.61
|
|
|
|
$7.44
|
|
|
|
$7.38
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(104
|
)
|
|
(92
|
)
|
|
(97
|
)
|
|||
Unrealized (loss)/gain on certain investments, net of tax of $1, ($5) and $0
|
(2
|
)
|
|
8
|
|
|
|
||||
Unrealized gain/(loss) on derivative instruments:
|
|
|
|
|
|
||||||
Unrealized (loss) arising during period, net of tax of $4, $77, and $77
|
(8
|
)
|
|
(140
|
)
|
|
(137
|
)
|
|||
Reclassification adjustment for loss included in net earnings, net of tax of ($43), ($43) and ($4)
|
78
|
|
|
79
|
|
|
7
|
|
|||
Total unrealized gain/(loss) on derivative instruments, net of tax
|
70
|
|
|
(61
|
)
|
|
(130
|
)
|
|||
Defined benefit pension plans & other postretirement benefits:
|
|
|
|
|
|
||||||
Net actuarial (loss) arising during the period, net of tax of $752, $402 and $2,588
|
(1,365
|
)
|
|
(732
|
)
|
|
(4,612
|
)
|
|||
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($288), ($570) and ($367)
|
524
|
|
|
1,038
|
|
|
661
|
|
|||
Settlements and curtailments included in net income, net of tax of ($7), ($27) and ($101)
|
14
|
|
|
51
|
|
|
180
|
|
|||
Pension and postretirement benefit/(cost) related to our equity method investments, net of tax ($7), ($2) and $15
|
12
|
|
|
3
|
|
|
(27
|
)
|
|||
Amortization of prior service (credits)/cost included in net periodic pension cost, net of tax of $31, ($22) and ($12)
|
(57
|
)
|
|
38
|
|
|
21
|
|
|||
Prior service cost/(credits) arising during the period, net of tax of ($18), ($496) and $3
|
33
|
|
|
902
|
|
|
(5
|
)
|
|||
Total defined benefit pension plans & other postretirement benefits, net of tax
|
(839
|
)
|
|
1,300
|
|
|
(3,782
|
)
|
|||
Other comprehensive (loss)/income, net of tax
|
(875
|
)
|
|
1,155
|
|
|
(4,009
|
)
|
|||
Comprehensive (loss)/income related to noncontrolling interests
|
(1
|
)
|
|
(3
|
)
|
|
10
|
|
|||
Comprehensive income, net of tax
|
|
$4,019
|
|
|
|
$6,328
|
|
|
|
$1,447
|
|
(Dollars in millions, except per share data)
|
|
|
|
||||
December 31,
|
2016
|
|
|
2015
|
|
||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
|
$8,801
|
|
|
|
$11,302
|
|
Short-term and other investments
|
1,228
|
|
|
750
|
|
||
Accounts receivable, net
|
8,832
|
|
|
8,713
|
|
||
Current portion of customer financing, net
|
428
|
|
|
212
|
|
||
Inventories, net of advances and progress billings
|
43,199
|
|
|
47,257
|
|
||
Total current assets
|
62,488
|
|
|
68,234
|
|
||
Customer financing, net
|
3,773
|
|
|
3,358
|
|
||
Property, plant and equipment, net
|
12,807
|
|
|
12,076
|
|
||
Goodwill
|
5,324
|
|
|
5,126
|
|
||
Acquired intangible assets, net
|
2,540
|
|
|
2,657
|
|
||
Deferred income taxes
|
332
|
|
|
265
|
|
||
Investments
|
1,317
|
|
|
1,284
|
|
||
Other assets, net of accumulated amortization of $497 and $451
|
1,416
|
|
|
1,408
|
|
||
Total assets
|
|
$89,997
|
|
|
|
$94,408
|
|
Liabilities and equity
|
|
|
|
||||
Accounts payable
|
|
$11,190
|
|
|
|
$10,800
|
|
Accrued liabilities
|
14,691
|
|
|
14,014
|
|
||
Advances and billings in excess of related costs
|
23,869
|
|
|
24,364
|
|
||
Short-term debt and current portion of long-term debt
|
384
|
|
|
1,234
|
|
||
Total current liabilities
|
50,134
|
|
|
50,412
|
|
||
Deferred income taxes
|
1,338
|
|
|
2,392
|
|
||
Accrued retiree health care
|
5,916
|
|
|
6,616
|
|
||
Accrued pension plan liability, net
|
19,943
|
|
|
17,783
|
|
||
Other long-term liabilities
|
2,221
|
|
|
2,078
|
|
||
Long-term debt
|
9,568
|
|
|
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
|
4,762
|
|
|
4,834
|
|
||
Treasury stock, at cost
|
(36,097
|
)
|
|
(29,568
|
)
|
||
Retained earnings
|
40,714
|
|
|
38,756
|
|
||
Accumulated other comprehensive loss
|
(13,623
|
)
|
|
(12,748
|
)
|
||
Total shareholders’ equity
|
817
|
|
|
6,335
|
|
||
Noncontrolling interests
|
60
|
|
|
62
|
|
||
Total equity
|
877
|
|
|
6,397
|
|
||
Total liabilities and equity
|
|
$89,997
|
|
|
|
$94,408
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash flows – operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Non-cash items –
|
|
|
|
|
|
||||||
Share-based plans expense
|
190
|
|
|
189
|
|
|
195
|
|
|||
Depreciation and amortization
|
1,910
|
|
|
1,833
|
|
|
1,906
|
|
|||
Investment/asset impairment charges, net
|
90
|
|
|
167
|
|
|
229
|
|
|||
Customer financing valuation benefit
|
(7
|
)
|
|
(5
|
)
|
|
(28
|
)
|
|||
Loss on dispositions, net
|
7
|
|
|
1
|
|
|
10
|
|
|||
Other charges and credits, net
|
369
|
|
|
364
|
|
|
317
|
|
|||
Excess tax benefits from share-based payment arrangements
|
|
|
|
(157
|
)
|
|
(114
|
)
|
|||
Changes in assets and liabilities –
|
|
|
|
|
|
||||||
Accounts receivable
|
112
|
|
|
(1,069
|
)
|
|
(1,328
|
)
|
|||
Inventories, net of advances and progress billings
|
3,755
|
|
|
(1,110
|
)
|
|
(4,330
|
)
|
|||
Accounts payable
|
622
|
|
|
(238
|
)
|
|
1,339
|
|
|||
Accrued liabilities
|
726
|
|
|
2
|
|
|
(1,088
|
)
|
|||
Advances and billings in excess of related costs
|
(493
|
)
|
|
1,192
|
|
|
3,145
|
|
|||
Income taxes receivable, payable and deferred
|
(810
|
)
|
|
477
|
|
|
1,325
|
|
|||
Other long-term liabilities
|
(68
|
)
|
|
46
|
|
|
36
|
|
|||
Pension and other postretirement plans
|
153
|
|
|
2,470
|
|
|
1,186
|
|
|||
Customer financing, net
|
(696
|
)
|
|
167
|
|
|
578
|
|
|||
Other
|
(256
|
)
|
|
(142
|
)
|
|
34
|
|
|||
Net cash provided by operating activities
|
10,499
|
|
|
9,363
|
|
|
8,858
|
|
|||
Cash flows – investing activities:
|
|
|
|
|
|
||||||
Property, plant and equipment additions
|
(2,613
|
)
|
|
(2,450
|
)
|
|
(2,236
|
)
|
|||
Property, plant and equipment reductions
|
38
|
|
|
42
|
|
|
34
|
|
|||
Acquisitions, net of cash acquired
|
(297
|
)
|
|
(31
|
)
|
|
(163
|
)
|
|||
Contributions to investments
|
(1,719
|
)
|
|
(2,036
|
)
|
|
(8,617
|
)
|
|||
Proceeds from investments
|
1,209
|
|
|
2,590
|
|
|
13,416
|
|
|||
Other
|
2
|
|
|
39
|
|
|
33
|
|
|||
Net cash (used)/provided by investing activities
|
(3,380
|
)
|
|
(1,846
|
)
|
|
2,467
|
|
|||
Cash flows – financing activities:
|
|
|
|
|
|
||||||
New borrowings
|
1,325
|
|
|
1,746
|
|
|
962
|
|
|||
Debt repayments
|
(1,359
|
)
|
|
(885
|
)
|
|
(1,601
|
)
|
|||
Repayments of distribution rights and other asset financing
|
(24
|
)
|
|
|
|
|
(185
|
)
|
|||
Stock options exercised
|
321
|
|
|
399
|
|
|
343
|
|
|||
Excess tax benefits from share-based payment arrangements
|
|
|
|
157
|
|
|
114
|
|
|||
Employee taxes on certain share-based payment arrangements
|
(93
|
)
|
|
(96
|
)
|
|
(98
|
)
|
|||
Common shares repurchased
|
(7,001
|
)
|
|
(6,751
|
)
|
|
(6,001
|
)
|
|||
Dividends paid
|
(2,756
|
)
|
|
(2,490
|
)
|
|
(2,115
|
)
|
|||
Other
|
|
|
|
|
|
|
(12
|
)
|
|||
Net cash used by financing activities
|
(9,587
|
)
|
|
(7,920
|
)
|
|
(8,593
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(33
|
)
|
|
(28
|
)
|
|
(87
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(2,501
|
)
|
|
(431
|
)
|
|
2,645
|
|
|||
Cash and cash equivalents at beginning of year
|
11,302
|
|
|
11,733
|
|
|
9,088
|
|
|||
Cash and cash equivalents at end of year
|
|
$8,801
|
|
|
|
$11,302
|
|
|
|
$11,733
|
|
|
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, 2014
|
$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 income, 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
|
|
||
Net earnings
|
|
|
|
4,895
|
|
|
(1
|
)
|
4,894
|
|
|||||||||||
Other comprehensive loss, net of tax of $425
|
|
|
|
|
(875
|
)
|
|
(875
|
)
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
244
|
|
|
(35
|
)
|
|
|
209
|
|
|||||||||||
Excess tax pools
|
|
(84
|
)
|
|
|
|
|
(84
|
)
|
||||||||||||
Treasury shares issued for stock options exercised, net
|
|
(63
|
)
|
383
|
|
|
|
|
320
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(169
|
)
|
89
|
|
|
|
|
(80
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(7,001
|
)
|
|
|
|
(7,001
|
)
|
||||||||||||
Cash dividends declared ($4.69 per share)
|
|
|
|
(2,902
|
)
|
|
|
(2,902
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
(1
|
)
|
(1
|
)
|
||||||||||||
Balance at December 31, 2016
|
|
$5,061
|
|
|
$4,762
|
|
|
($36,097
|
)
|
|
$40,714
|
|
|
($13,623
|
)
|
|
$60
|
|
|
$877
|
|
(Dollars in millions)
|
|
|
|
|
|
||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenues:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$65,069
|
|
|
|
$66,048
|
|
|
|
$59,990
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
12,515
|
|
|
13,424
|
|
|
13,410
|
|
|||
Network & Space Systems
|
7,046
|
|
|
7,751
|
|
|
8,003
|
|
|||
Global Services & Support
|
9,937
|
|
|
9,213
|
|
|
9,468
|
|
|||
Total Defense, Space & Security
|
29,498
|
|
|
30,388
|
|
|
30,881
|
|
|||
Boeing Capital
|
298
|
|
|
413
|
|
|
416
|
|
|||
Unallocated items, eliminations and other
|
(294
|
)
|
|
(735
|
)
|
|
(525
|
)
|
|||
Total revenues
|
|
$94,571
|
|
|
|
$96,114
|
|
|
|
$90,762
|
|
Earnings from operations:
|
|
|
|
|
|
||||||
Commercial Airplanes
|
|
$3,130
|
|
|
|
$5,157
|
|
|
|
$6,411
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
1,231
|
|
|
1,311
|
|
|
1,294
|
|
|||
Network & Space Systems
|
493
|
|
|
726
|
|
|
698
|
|
|||
Global Services & Support
|
1,284
|
|
|
1,237
|
|
|
1,141
|
|
|||
Total Defense, Space & Security
|
3,008
|
|
|
3,274
|
|
|
3,133
|
|
|||
Boeing Capital
|
59
|
|
|
50
|
|
|
92
|
|
|||
Segment operating profit
|
6,197
|
|
|
8,481
|
|
|
9,636
|
|
|||
Unallocated items, eliminations and other
|
(363
|
)
|
|
(1,038
|
)
|
|
(2,163
|
)
|
|||
Earnings from operations
|
5,834
|
|
|
7,443
|
|
|
7,473
|
|
|||
Other income/(loss), net
|
40
|
|
|
(13
|
)
|
|
(3
|
)
|
|||
Interest and debt expense
|
(306
|
)
|
|
(275
|
)
|
|
(333
|
)
|
|||
Earnings before income taxes
|
5,568
|
|
|
7,155
|
|
|
7,137
|
|
|||
Income tax expense
|
(673
|
)
|
|
(1,979
|
)
|
|
(1,691
|
)
|
|||
Net earnings
|
|
$4,895
|
|
|
|
$5,176
|
|
|
|
$5,446
|
|
(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, 2015
|
|
$2,131
|
|
|
|
$961
|
|
|
|
$1,566
|
|
|
|
$461
|
|
|
|
$5,119
|
|
Acquisitions
|
6
|
|
|
15
|
|
|
|
|
|
|
|
|
21
|
|
|||||
Goodwill adjustments
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|||||
Balance at December 31, 2015
|
|
$2,123
|
|
|
|
$976
|
|
|
|
$1,566
|
|
|
|
$461
|
|
|
|
$5,126
|
|
Acquisitions
(1)
|
|
|
|
206
|
|
|
|
|
|
|
|
|
206
|
|
|||||
Goodwill adjustments
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|||||
Balance at December 31, 2016
(1)
|
|
$2,115
|
|
|
|
$1,182
|
|
|
|
$1,566
|
|
|
|
$461
|
|
|
|
$5,324
|
|
(1)
|
The increase in goodwill is primarily the result of an acquisition in the fourth quarter of 2016. The purchase price allocation for this acquisition is preliminary.
|
|
2016
|
|
2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
||||
Distribution rights
|
|
$2,281
|
|
|
|
$797
|
|
|
|
$2,245
|
|
|
|
$673
|
|
Product know-how
|
503
|
|
|
271
|
|
|
503
|
|
|
244
|
|
||||
Customer base
|
595
|
|
|
436
|
|
|
600
|
|
|
403
|
|
||||
Developed technology
|
523
|
|
|
376
|
|
|
455
|
|
|
357
|
|
||||
Other
|
194
|
|
|
166
|
|
|
198
|
|
|
157
|
|
||||
Total
|
|
$4,096
|
|
|
|
$2,046
|
|
|
|
$4,001
|
|
|
|
$1,834
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|||||
Estimated amortization expense
|
|
$221
|
|
|
|
$210
|
|
|
|
$185
|
|
|
|
$157
|
|
|
|
$147
|
|
(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,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
U.S.
|
|
$5,175
|
|
|
|
$6,828
|
|
|
|
$6,829
|
|
Non-U.S.
|
393
|
|
|
327
|
|
|
308
|
|
|||
Total
|
|
$5,568
|
|
|
|
$7,155
|
|
|
|
$7,137
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current tax expense
|
|
|
|
|
|
||||||
U.S. federal
|
|
$1,193
|
|
|
|
$2,102
|
|
|
|
$676
|
|
Non-U.S.
|
133
|
|
|
122
|
|
|
91
|
|
|||
U.S. state
|
15
|
|
|
21
|
|
|
69
|
|
|||
Total current
|
1,341
|
|
|
2,245
|
|
|
836
|
|
|||
Deferred tax expense
|
|
|
|
|
|
||||||
U.S. federal
|
(618
|
)
|
|
(297
|
)
|
|
828
|
|
|||
Non-U.S.
|
(4
|
)
|
|
4
|
|
|
34
|
|
|||
U.S. state
|
(46
|
)
|
|
27
|
|
|
(7
|
)
|
|||
Total deferred
|
(668
|
)
|
|
(266
|
)
|
|
855
|
|
|||
Total income tax expense
|
|
$673
|
|
|
|
$1,979
|
|
|
|
$1,691
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
U.S. federal statutory tax
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Research and development credits
|
(5.2
|
)
|
|
(3.4
|
)
|
|
(2.9
|
)
|
Tax basis adjustment
(1)
|
(7.9
|
)
|
|
|
|
|
(3.6
|
)
|
U.S. manufacturing activity tax benefit
|
(3.8
|
)
|
|
(2.9
|
)
|
|
(1.2
|
)
|
Tax on international activities
|
(0.5
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
Excess tax benefits
(2)
|
(1.9
|
)
|
|
|
|
|
||
Federal audit settlements
(3)
|
(3.2
|
)
|
|
|
|
|
(3.6
|
)
|
Other provision adjustments
|
(0.4
|
)
|
|
(0.4
|
)
|
|
0.2
|
|
Effective income tax rate
|
12.1
|
%
|
|
27.7
|
%
|
|
23.7
|
%
|
(1)
|
In the third quarter of 2016 and the second quarter of 2014, we recorded incremental tax benefits of
$440
and
$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 (tax basis adjustment).
|
(2)
|
Throughout 2016, we recorded tax benefits of
$105
as a result of the adoption of ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting” which required excess tax benefits related to employee share-based payments to be recorded through tax expense.
|
(3)
|
In the third quarter of 2016, a tax benefit of
$177
was recorded as a result of the settlement of the 2011-2012 federal tax audit. 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.
|
|
2016
|
|
|
2015
|
|
||
Inventory and long-term contract methods of income recognition
|
(9,954
|
)
|
|
(10,401
|
)
|
||
Pension benefits
|
7,385
|
|
|
6,303
|
|
||
Retiree health care benefits
|
2,268
|
|
|
2,513
|
|
||
Fixed assets, intangibles and goodwill (net of valuation allowance $16 and $16)
|
(2,007
|
)
|
|
(1,837
|
)
|
||
Other employee benefits
|
1,225
|
|
|
1,339
|
|
||
Customer and commercial financing
|
(730
|
)
|
|
(777
|
)
|
||
Accrued expenses and reserves
|
587
|
|
|
609
|
|
||
Net operating loss, credit and capital loss carryovers (net of valuation allowance of $79 and $89)
(1)
|
277
|
|
|
216
|
|
||
Other
|
(57
|
)
|
|
(92
|
)
|
||
Net deferred tax (liabilities)/assets
(2)
|
|
($1,006
|
)
|
|
|
($2,127
|
)
|
(1)
|
Of the deferred tax asset for net operating loss and credit carryovers,
$262
expires on or before December 31, 2036 and
$15
may be carried over indefinitely.
|
(2)
|
Included in the net deferred tax (liabilities)/assets as of
December 31, 2016 and 2015
are deferred tax assets in the amounts of
$7,701
and
$7,277
related to Accumulated other comprehensive loss.
|
|
2016
|
|
|
2015
|
|
||
Deferred tax assets
|
|
$13,591
|
|
|
|
$13,128
|
|
Deferred tax liabilities
|
(14,502
|
)
|
|
(15,150
|
)
|
||
Valuation allowance
|
(95
|
)
|
|
(105
|
)
|
||
Net deferred tax (liabilities)/assets
|
|
($1,006
|
)
|
|
|
($2,127
|
)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrecognized tax benefits – January 1
|
|
$1,617
|
|
|
|
$1,312
|
|
|
|
$1,141
|
|
Gross increases – tax positions in prior periods
|
17
|
|
|
38
|
|
|
403
|
|
|||
Gross decreases – tax positions in prior periods
|
(348
|
)
|
|
(25
|
)
|
|
(251
|
)
|
|||
Gross increases – current-period tax positions
|
344
|
|
|
292
|
|
|
217
|
|
|||
Settlements
|
(73
|
)
|
|
|
|
|
(197
|
)
|
|||
Lapse of statute of limitations
|
|
|
|
|
|
|
(1
|
)
|
|||
Unrecognized tax benefits – December 31
|
|
$1,557
|
|
|
|
$1,617
|
|
|
|
$1,312
|
|
|
2016
|
|
|
2015
|
|
||
U.S. government contracts
|
|
$4,639
|
|
|
|
$4,864
|
|
Commercial Airplanes
|
2,432
|
|
|
2,250
|
|
||
Defense, Space & Security customers
(1)
|
733
|
|
|
889
|
|
||
Reinsurance receivables
|
526
|
|
|
550
|
|
||
Other
|
567
|
|
|
254
|
|
||
Less valuation allowance
|
(65
|
)
|
|
(94
|
)
|
||
Total
|
|
$8,832
|
|
|
|
$8,713
|
|
(1)
|
Excludes U.S. government contracts
|
|
Unbillable
|
|
Claims
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Current
|
|
$1,919
|
|
|
|
$2,024
|
|
|
$38
|
|
|
|
|
|
|
Expected to be collected after one year
|
2,011
|
|
|
2,001
|
|
|
|
$91
|
|
|
70
|
|
|||
Total
|
|
$3,930
|
|
|
|
$4,025
|
|
|
|
$129
|
|
|
|
$70
|
|
|
2016
|
|
|
2015
|
|
||
Long-term contracts in progress
|
|
$12,801
|
|
|
|
$13,858
|
|
Commercial aircraft programs
|
52,048
|
|
|
55,230
|
|
||
Commercial spare parts, used aircraft, general stock materials and other
|
5,446
|
|
|
6,673
|
|
||
Inventory before advances and progress billings
|
70,295
|
|
|
75,761
|
|
||
Less advances and progress billings
|
(27,096
|
)
|
|
(28,504
|
)
|
||
Total
|
|
$43,199
|
|
|
|
$47,257
|
|
|
2016
|
|
|
2015
|
|
||
Financing receivables:
|
|
|
|
||||
Investment in sales-type/finance leases
|
|
$1,482
|
|
|
|
$1,620
|
|
Notes
|
807
|
|
|
256
|
|
||
Total financing receivables
|
2,289
|
|
|
1,876
|
|
||
Operating lease equipment, at cost, less accumulated depreciation of $359 and $338
|
1,922
|
|
|
1,710
|
|
||
Gross customer financing
|
4,211
|
|
|
3,586
|
|
||
Less allowance for losses on receivables
|
(10
|
)
|
|
(16
|
)
|
||
Total
|
|
$4,201
|
|
|
|
$3,570
|
|
|
2016
|
|
|
2015
|
|
||
Minimum lease payments receivable
|
|
$1,321
|
|
|
|
$1,537
|
|
Estimated residual value of leased assets
|
505
|
|
|
530
|
|
||
Unearned income
|
(344
|
)
|
|
(447
|
)
|
||
Total
|
|
$1,482
|
|
|
|
$1,620
|
|
|
2016
|
|
|
2015
|
|
||
Individually evaluated for impairment
|
|
$55
|
|
|
|
$86
|
|
Collectively evaluated for impairment
|
2,234
|
|
|
1,790
|
|
||
Total financing receivables
|
|
$2,289
|
|
|
|
$1,876
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Beginning balance - January 1
|
|
($16
|
)
|
|
|
($21
|
)
|
|
|
($49
|
)
|
Customer financing valuation benefit
|
6
|
|
|
5
|
|
|
28
|
|
|||
Ending balance - December 31
|
|
($10
|
)
|
|
|
($16
|
)
|
|
|
($21
|
)
|
Collectively evaluated for impairment
|
|
($10
|
)
|
|
|
($16
|
)
|
|
|
($21
|
)
|
Rating categories
|
2016
|
|
|
2015
|
|
||
BBB
|
|
$1,324
|
|
|
|
$973
|
|
BB
|
538
|
|
|
536
|
|
||
B
|
383
|
|
|
258
|
|
||
CCC
|
44
|
|
|
23
|
|
||
Other
|
|
|
86
|
|
|||
Total carrying value of financing receivables
|
|
$2,289
|
|
|
|
$1,876
|
|
|
2016
|
|
|
2015
|
|
||
717 Aircraft ($301 and $372 accounted for as operating leases)
|
|
$1,282
|
|
|
|
$1,415
|
|
747-8 Aircraft ($1,086 and $916 accounted for as operating leases)
|
1,111
|
|
|
916
|
|
||
MD-80 Aircraft (Accounted for as sales-type finance leases)
|
259
|
|
|
314
|
|
||
757 Aircraft ($43 and $48 accounted for as operating leases)
|
246
|
|
|
270
|
|
||
767 Aircraft ($85 and $84 accounted for as operating leases)
|
170
|
|
|
185
|
|
||
777 Aircraft (Accounted for as notes)
|
165
|
|
|
23
|
|
||
747-400 Aircraft (Accounted for as operating leases)
|
149
|
|
|
122
|
|
||
737 Aircraft (Accounted for as operating leases)
|
103
|
|
|
115
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Boeing Capital
|
|
$45
|
|
|
|
$162
|
|
|
|
$139
|
|
Other Boeing
|
21
|
|
|
|
|
|
45
|
|
|||
Total
|
|
$66
|
|
|
|
$162
|
|
|
|
$184
|
|
Year
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
Beyond 2021
|
|||||||
Principal payments on notes receivable
|
|
$242
|
|
|
|
$105
|
|
|
|
$159
|
|
|
|
$125
|
|
|
|
$176
|
|
|
|
|
|
Sales-type/finance lease payments receivable
|
272
|
|
|
220
|
|
|
207
|
|
|
174
|
|
|
114
|
|
|
|
$334
|
|
|||||
Operating lease equipment payments receivable
|
463
|
|
|
162
|
|
|
147
|
|
|
129
|
|
|
110
|
|
|
587
|
|
|
2016
|
|
|
2015
|
|
||
Land
|
|
$535
|
|
|
|
$536
|
|
Buildings and land improvements
|
13,796
|
|
|
12,397
|
|
||
Machinery and equipment
|
13,569
|
|
|
13,187
|
|
||
Construction in progress
|
1,790
|
|
|
2,242
|
|
||
Gross property, plant and equipment
|
29,690
|
|
|
28,362
|
|
||
Less accumulated depreciation
|
(16,883
|
)
|
|
(16,286
|
)
|
||
Total
|
|
$12,807
|
|
|
|
$12,076
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|||||
Minimum operating lease payments, net of sublease amounts
|
|
$233
|
|
|
|
$210
|
|
|
|
$182
|
|
|
|
$135
|
|
|
|
$95
|
|
Minimum capital lease payments
|
60
|
|
|
40
|
|
|
24
|
|
|
10
|
|
|
3
|
|
|
2016
|
|
|
2015
|
|
||
Equity method investments
(1)
|
|
$1,242
|
|
|
|
$1,230
|
|
Time deposits
|
665
|
|
|
456
|
|
||
Available-for-sale investments
|
537
|
|
|
244
|
|
||
Other investments
|
33
|
|
|
35
|
|
||
Restricted cash & cash equivalents
(2)
|
68
|
|
|
69
|
|
||
Total
|
|
$2,545
|
|
|
|
$2,034
|
|
(1)
|
Dividends received were
$314
and
$239
during
2016
and
2015
. Retained earnings at
December 31, 2016
include undistributed earnings from our equity method investments of
$292
.
|
(2)
|
Reflects amounts restricted in support of our workers’ compensation programs and insurance premiums.
|
|
Segment
|
Ownership Percentages
|
|
Investment Balance
|
||||||
|
|
|
|
2016
|
|
|
2015
|
|
||
United Launch Alliance
|
Network & Space Systems (N&SS)
|
50%
|
|
|
$914
|
|
|
|
$908
|
|
Other
|
Commercial Airplanes, N&SS and Global Services & Support (GS&S)
|
|
|
328
|
|
|
322
|
|
||
Total equity method investments
|
|
|
|
$1,242
|
|
|
|
$1,230
|
|
|
2016
|
|
|
2015
|
|
||
Accrued compensation and employee benefit costs
|
|
$5,720
|
|
|
|
$5,624
|
|
Environmental
|
562
|
|
|
566
|
|
||
Product warranties
|
1,414
|
|
|
1,485
|
|
||
Forward loss recognition
|
1,385
|
|
|
757
|
|
||
Dividends payable
|
866
|
|
|
721
|
|
||
Income Taxes Payable
|
89
|
|
|
262
|
|
||
Other
|
4,655
|
|
|
4,599
|
|
||
Total
|
|
$14,691
|
|
|
|
$14,014
|
|
|
2016
|
|
|
2015
|
|
||
Beginning balance – January 1
|
|
$566
|
|
|
|
$601
|
|
Reductions for payments made
|
(47
|
)
|
|
(78
|
)
|
||
Changes in estimates
|
43
|
|
|
43
|
|
||
Ending balance – December 31
|
|
$562
|
|
|
|
$566
|
|
|
2016
|
|
|
2015
|
|
||
Beginning balance – January 1
|
|
$1,485
|
|
|
|
$1,504
|
|
Additions for current year deliveries
|
356
|
|
|
421
|
|
||
Reductions for payments made
|
(309
|
)
|
|
(323
|
)
|
||
Changes in estimates
|
(118
|
)
|
|
(117
|
)
|
||
Ending balance – December 31
|
|
$1,414
|
|
|
|
$1,485
|
|
|
Total
|
|
|
2017
|
|
$2,432
|
|
2018
|
3,500
|
|
|
2019
|
3,374
|
|
|
2020
|
2,022
|
|
|
2021
|
1,471
|
|
|
Thereafter
|
2,048
|
|
|
|
|
$14,847
|
|
|
Maximum
Potential
Payments
|
|
Estimated
Proceeds from
Collateral/
Recourse
|
|
Carrying
Amount of
Liabilities
|
|||||||||||||||
December 31,
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|
||||||
Contingent repurchase commitments
|
|
$1,306
|
|
|
$1,529
|
|
|
|
$1,306
|
|
|
$1,510
|
|
|
|
$9
|
|
|
$7
|
|
Indemnifications to ULA:
|
|
|
|
|
|
|
|
|
||||||||||||
Contributed Delta program launch inventory
|
77
|
|
107
|
|
|
|
|
|
|
|
||||||||||
Contract pricing
|
261
|
|
261
|
|
|
|
|
|
7
|
|
7
|
|
||||||||
Other Delta contracts
|
216
|
|
231
|
|
|
|
|
|
5
|
|
5
|
|
||||||||
Credit guarantees
|
29
|
|
30
|
|
|
27
|
|
27
|
|
|
2
|
|
2
|
|
|
2016
|
|
|
2015
|
|
||
Unsecured debt securities
|
|
$255
|
|
|
|
$1,004
|
|
Non-recourse debt and notes
|
33
|
|
|
36
|
|
||
Capital lease obligations
|
57
|
|
|
53
|
|
||
Other notes
|
39
|
|
|
141
|
|
||
Total
|
|
$384
|
|
|
|
$1,234
|
|
|
2016
|
|
|
2015
|
|
||
Unsecured debt securities
|
|
|
|
||||
Variable rate: 3-month USD LIBOR plus 12.5 basis points due 2017
|
$250
|
|
|
|
$250
|
|
|
0.95% - 4.88% due through 2046
|
5,250
|
|
|
5,075
|
|
||
5.88% - 6.88% due through 2043
|
2,383
|
|
|
2,381
|
|
||
7.25% - 8.75% due through 2043
|
1,641
|
|
|
1,645
|
|
||
Non-recourse debt and notes
|
|
|
|
||||
6.98% - 7.38% notes due through 2021
|
127
|
|
|
163
|
|
||
Capital lease obligations due through 2024
|
138
|
|
|
150
|
|
||
Other notes
|
163
|
|
|
300
|
|
||
Total debt
|
|
$9,952
|
|
|
|
$9,964
|
|
|
2016
|
|
|
2015
|
|
||
BCC
|
|
$2,864
|
|
|
|
$2,355
|
|
Other Boeing
|
7,088
|
|
|
7,609
|
|
||
Total debt
|
|
$9,952
|
|
|
|
$9,964
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|||||
Scheduled principal payments
|
|
$387
|
|
|
|
$714
|
|
|
|
$1,261
|
|
|
|
$1,134
|
|
|
|
$719
|
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
||||||
Service cost
|
|
$604
|
|
|
|
$1,764
|
|
|
|
$1,661
|
|
|
|
$128
|
|
|
|
$140
|
|
|
|
$129
|
|
Interest cost
|
3,050
|
|
|
2,990
|
|
|
3,058
|
|
|
262
|
|
|
248
|
|
|
289
|
|
||||||
Expected return on plan assets
|
(3,999
|
)
|
|
(4,031
|
)
|
|
(4,169
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Amortization of prior service costs/(credits)
|
38
|
|
|
196
|
|
|
177
|
|
|
(126
|
)
|
|
(136
|
)
|
|
(144
|
)
|
||||||
Recognized net actuarial loss
|
790
|
|
|
1,577
|
|
|
1,020
|
|
|
22
|
|
|
31
|
|
|
8
|
|
||||||
Settlement/curtailment/other losses
|
40
|
|
|
290
|
|
|
461
|
|
|
|
|
|
10
|
|
|
1
|
|
||||||
Net periodic benefit cost
|
|
$523
|
|
|
|
$2,786
|
|
|
|
$2,208
|
|
|
|
$278
|
|
|
|
$285
|
|
|
|
$275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net periodic benefit cost included in Earnings from operations
|
|
$1,979
|
|
|
|
$2,366
|
|
|
|
$3,215
|
|
|
|
$274
|
|
|
|
$288
|
|
|
|
$287
|
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$74,388
|
|
|
|
$78,391
|
|
|
|
$7,138
|
|
|
|
$7,306
|
|
Service cost
|
604
|
|
|
1,764
|
|
|
128
|
|
|
140
|
|
||||
Interest cost
|
3,050
|
|
|
2,990
|
|
|
262
|
|
|
248
|
|
||||
Plan participants’ contributions
|
1
|
|
|
5
|
|
|
|
|
|
||||||
Amendments
|
6
|
|
|
(1,379
|
)
|
|
(57
|
)
|
|
(19
|
)
|
||||
Actuarial (gain)/loss
|
2,669
|
|
|
(3,505
|
)
|
|
(612
|
)
|
|
(89
|
)
|
||||
Settlement/curtailment/other
|
(63
|
)
|
|
(457
|
)
|
|
|
|
10
|
|
|||||
Gross benefits paid
|
(3,903
|
)
|
|
(3,382
|
)
|
|
(469
|
)
|
|
(486
|
)
|
||||
Subsidies
|
|
|
|
|
37
|
|
|
43
|
|
||||||
Exchange rate adjustment
|
(7
|
)
|
|
(39
|
)
|
|
4
|
|
|
(15
|
)
|
||||
Ending balance
|
|
$76,745
|
|
|
|
$74,388
|
|
|
|
$6,431
|
|
|
|
$7,138
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Beginning balance at fair value
|
|
$56,514
|
|
|
|
$61,119
|
|
|
|
$132
|
|
|
|
$141
|
|
Actual return/(loss) on plan assets
|
3,885
|
|
|
(701
|
)
|
|
7
|
|
|
1
|
|
||||
Company contribution
|
113
|
|
|
59
|
|
|
6
|
|
|
5
|
|
||||
Plan participants’ contributions
|
1
|
|
|
5
|
|
|
7
|
|
|
5
|
|
||||
Settlement payments
|
(24
|
)
|
|
(649
|
)
|
|
|
|
|
||||||
Benefits paid
|
(3,791
|
)
|
|
(3,284
|
)
|
|
(18
|
)
|
|
(20
|
)
|
||||
Exchange rate adjustment
|
(6
|
)
|
|
(35
|
)
|
|
|
|
|
||||||
Ending balance at fair value
|
|
$56,692
|
|
|
|
$56,514
|
|
|
|
$134
|
|
|
|
$132
|
|
Amounts recognized in statement of financial position at December 31 consist of:
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$3
|
|
|
|
$10
|
|
|
|
|
|
||||
Other accrued liabilities
|
(113
|
)
|
|
(101
|
)
|
|
|
($381
|
)
|
|
|
($390
|
)
|
||
Accrued retiree health care
|
|
|
|
|
(5,916
|
)
|
|
(6,616
|
)
|
||||||
Accrued pension plan liability, net
|
(19,943
|
)
|
|
(17,783
|
)
|
|
|
|
|
||||||
Net amount recognized
|
|
($20,053
|
)
|
|
|
($17,874
|
)
|
|
|
($6,297
|
)
|
|
|
($7,006
|
)
|
|
Pension
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||
Net actuarial loss
|
|
$22,802
|
|
|
|
$20,871
|
|
|
|
$152
|
|
|
|
$781
|
|
Prior service (credits)
|
(1,243
|
)
|
|
(1,195
|
)
|
|
(328
|
)
|
|
(397
|
)
|
||||
Total recognized in Accumulated other comprehensive loss
|
|
$21,559
|
|
|
|
$19,676
|
|
|
|
($176
|
)
|
|
|
$384
|
|
|
Pension
|
|
|
Other Postretirement Benefits
|
|
||
Recognized net actuarial loss
|
|
$801
|
|
|
|
$10
|
|
Amortization of prior service (credits)
|
(41
|
)
|
|
(137
|
)
|
||
Total
|
|
$760
|
|
|
|
($127
|
)
|
|
2016
|
|
|
2015
|
|
||
Projected benefit obligation
|
|
$76,586
|
|
|
|
$74,188
|
|
Accumulated benefit obligation
|
74,081
|
|
|
72,121
|
|
||
Fair value of plan assets
|
56,530
|
|
|
56,306
|
|
December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
Discount rate:
|
|
|
|
|
|
|||
Pension
|
4.00
|
%
|
|
4.20
|
%
|
|
3.90
|
%
|
Other postretirement benefits
|
3.70
|
%
|
|
3.80
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
6.80
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Rate of compensation increase
|
4.40
|
%
|
|
4.00
|
%
|
|
3.80
|
%
|
December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
Health care cost trend rate assumed next year
|
6.50
|
%
|
|
6.50
|
%
|
|
7.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that trend reached ultimate rate
|
2021
|
|
|
2021
|
|
|
2018
|
|
|
Increase
|
|
|
Decrease
|
|
||
Effect on total of service and interest cost
|
|
$48
|
|
|
|
($40
|
)
|
Effect on postretirement benefit obligation
|
586
|
|
|
(496
|
)
|
|
Actual Allocations
|
|
Target Allocations
|
||||||||
Asset Class
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Fixed income
|
48
|
%
|
|
48
|
%
|
|
47
|
%
|
|
47
|
%
|
Global equity
|
28
|
|
|
28
|
|
|
29
|
|
|
29
|
|
Private equity
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
Real estate and real assets
|
9
|
|
|
9
|
|
|
9
|
|
|
9
|
|
Hedge funds
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate
|
|
$16,730
|
|
|
|
$16,723
|
|
|
$7
|
|
|
$16,339
|
|
|
|
$16,336
|
|
|
$3
|
|
||||
U.S. government and agencies
|
4,876
|
|
|
4,875
|
|
1
|
|
4,801
|
|
|
4,800
|
|
1
|
|
||||||||||
Mortgage backed and asset backed
|
706
|
|
|
370
|
|
336
|
|
830
|
|
|
382
|
|
448
|
|
||||||||||
Municipal
|
1,398
|
|
|
|
1,398
|
|
|
|
1,475
|
|
|
1,475
|
|
|
||||||||||
Sovereign
|
782
|
|
|
|
782
|
|
|
|
907
|
|
|
907
|
|
|
||||||||||
Other
|
74
|
|
|
$9
|
|
65
|
|
|
|
83
|
|
|
$9
|
|
74
|
|
|
|||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
40
|
|
|
40
|
|
|
25
|
|
|
25
|
|
|
||||||||||||
Liabilities
|
(38
|
)
|
|
(38
|
)
|
|
(67
|
)
|
|
(67
|
)
|
|
||||||||||||
Cash equivalents and other short-term investments
|
1,037
|
|
|
|
1,037
|
|
|
1,015
|
|
|
|
1,015
|
|
|
||||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. common and preferred stock
|
5,374
|
|
5,373
|
|
|
1
|
|
5,165
|
|
5,164
|
|
|
1
|
|
||||||||||
Non-U.S. common and preferred stock
|
5,746
|
|
5,746
|
|
|
|
|
5,712
|
|
5,710
|
|
|
|
2
|
|
|||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
6
|
|
|
|
6
|
|
|
11
|
|
|
11
|
|
|
|||||||||||
Liabilities
|
(8
|
)
|
|
|
(8
|
)
|
|
(3
|
)
|
|
|
(3
|
)
|
|
||||||||||
Private equity
|
—
|
|
|
|
|
|
|
3
|
|
|
|
|
3
|
|
||||||||||
Real estate and real assets:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Real estate
|
468
|
|
468
|
|
|
|
|
|
447
|
|
447
|
|
|
|
|
|
||||||||
Real assets
|
672
|
|
372
|
|
295
|
|
5
|
|
632
|
|
351
|
|
275
|
|
6
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets
|
4
|
|
|
4
|
|
|
|
3
|
|
|
|
3
|
|
|
|
|||||||||
Liabilities
|
(1
|
)
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
|||||||||
Total
|
|
$37,866
|
|
|
$11,968
|
|
|
$25,548
|
|
|
$350
|
|
|
$37,376
|
|
|
$11,681
|
|
|
$25,231
|
|
|
$464
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income common/collective/pooled funds
|
|
$1,625
|
|
|
|
|
|
$1,753
|
|
|
|
|
||||||||||||
Fixed income other
|
227
|
|
|
|
|
247
|
|
|
|
|
||||||||||||||
Equity common/collective pooled funds
|
4,962
|
|
|
|
|
4,948
|
|
|
|
|
||||||||||||||
Private equity
|
2,639
|
|
|
|
|
2,611
|
|
|
|
|
||||||||||||||
Real estate and real assets
|
3,625
|
|
|
|
|
3,637
|
|
|
|
|
||||||||||||||
Hedge funds
|
5,441
|
|
|
|
|
5,478
|
|
|
|
|
||||||||||||||
Total investments measured at NAV as a practical expedient
|
|
$18,519
|
|
|
|
|
|
$18,674
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash
|
|
$160
|
|
|
|
|
|
$162
|
|
|
|
|
||||||||||||
Receivables
|
374
|
|
|
|
|
435
|
|
|
|
|
||||||||||||||
Payables
|
(227
|
)
|
|
|
|
(133
|
)
|
|
|
|
||||||||||||||
Total
|
|
$56,692
|
|
|
|
|
|
$56,514
|
|
|
|
|
|
January 1
2016 Balance |
|
|
Net Realized and Unrealized Gains/(Losses)
|
|
|
Net Purchases, Issuances and Settlements
|
|
|
Net Transfers (Out of) Level 3
|
|
|
December 31
2016 Balance |
|
|||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate
(1)
|
|
$11
|
|
|
|
|
|
($1
|
)
|
|
|
($3
|
)
|
|
|
$7
|
|
||
U.S. government and agencies
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||
Mortgage backed and asset
backed
(1)
|
440
|
|
|
|
$7
|
|
|
(93
|
)
|
|
(18
|
)
|
|
336
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. common and preferred stock
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||
Non-U.S. common and preferred stock
|
2
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
—
|
|
|||||
Private equity
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||
Real assets
|
6
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
5
|
|
|||||
Total
|
|
$464
|
|
|
|
$4
|
|
|
|
($97
|
)
|
|
|
($21
|
)
|
|
|
$350
|
|
|
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
(2)
|
|
$1
|
|
|
|
|
|
|
$1
|
|
|
|
$1
|
|
|
|
$3
|
|
|
U.S. government and agencies
(2)
|
1
|
|
|
|
|
|
|
|
|
|
$1
|
|
|||||||
Mortgage backed and asset backed
(2)
|
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
|
|
(1)
|
Certain fixed income securities were reclassified from mortgage backed and asset backed to corporate on January 1, 2016.
|
(2)
|
Certain fixed income securities were reclassified from corporate and mortgage backed and asset backed to U.S. government and agencies on January 1, 2015.
|
Year(s)
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022-2026
|
|
||||||
Pensions
|
|
$4,558
|
|
|
|
$4,622
|
|
|
|
$4,611
|
|
|
|
$4,662
|
|
|
|
$4,637
|
|
|
|
$23,108
|
|
Other postretirement benefits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross benefits paid
|
498
|
|
|
515
|
|
|
530
|
|
|
548
|
|
|
553
|
|
|
2,654
|
|
||||||
Subsidies
|
(32
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|
(30
|
)
|
|
(143
|
)
|
||||||
Net other postretirement benefits
|
|
$466
|
|
|
|
$484
|
|
|
|
$499
|
|
|
|
$517
|
|
|
|
$523
|
|
|
|
$2,511
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Stock options
|
|
$4
|
|
|
|
$30
|
|
|
|
$62
|
|
Restricted stock units and other awards
|
189
|
|
|
160
|
|
|
133
|
|
|||
Share-based plans expense
|
|
$193
|
|
|
|
$190
|
|
|
|
$195
|
|
Income tax benefit
|
|
$69
|
|
|
|
$68
|
|
|
|
$70
|
|
|
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
|
12,925,944
|
|
|
$73.44
|
|
|
|
|
|
||
Exercised
|
(4,270,336)
|
|
75.04
|
|
|
|
|
|
|||
Forfeited
|
(6,270)
|
|
84.20
|
|
|
|
|
|
|||
Expired
|
(2,726)
|
|
74.43
|
|
|
|
|
|
|||
Outstanding at end of year
|
8,646,612
|
|
|
$72.64
|
|
|
4.67
|
|
|
$718
|
|
Exercisable at end of year
|
8,640,391
|
|
|
$72.60
|
|
|
4.67
|
|
|
$718
|
|
|
Long-Term Incentive Program
|
|
|
Other
|
|
||
Number of units:
|
|
|
|
||||
Outstanding at beginning of year
|
2,346,640
|
|
|
1,121,001
|
|
||
Granted
|
811,317
|
|
|
391,961
|
|
||
Dividends
|
66,609
|
|
|
35,848
|
|
||
Forfeited
|
(165,111
|
)
|
|
(46,115
|
)
|
||
Distributed
|
(1,244,811
|
)
|
|
(424,775
|
)
|
||
Outstanding at end of year
|
1,814,644
|
|
|
1,077,920
|
|
||
Unrecognized compensation cost
|
|
$92
|
|
|
|
$58
|
|
Weighted average remaining contractual life
(years)
|
1.8
|
|
|
3.8
|
|
Grant Year
|
Grant Date
|
Performance Period
|
Expected Volatility
|
|
Risk Free Interest Rate
|
|
Grant Date Fair Value
|
|
2016
|
2/22/2016
|
3 years
|
22.44
|
%
|
0.92
|
%
|
126.74
|
|
2015
|
2/23/2015
|
3 years
|
20.35
|
%
|
1.03
|
%
|
164.26
|
|
2014
|
2/24/2014
|
3 years
|
24.2
|
%
|
0.72
|
%
|
136.12
|
|
|
|
Long-Term Incentive Program
|
|
|
Number of units:
|
|
|
||
Outstanding at beginning of year
|
|
1,123,035
|
|
|
Granted
|
|
721,176
|
|
|
Dividends
|
|
52,540
|
|
|
Forfeited
|
|
(150,240
|
)
|
|
Outstanding at end of year
|
|
1,746,511
|
|
|
Unrecognized compensation cost
|
|
|
$86
|
|
Weighted average remaining contractual life
(years)
|
|
1.8
|
|
|
Common
Stock
|
|
|
Treasury
Stock
|
|
Balance at January 1, 2014
|
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
|
|
Issued
|
|
|
(6,376,868
|
)
|
|
Acquired
|
|
|
55,849,082
|
|
|
Balance at December 31, 2016
|
1,012,261,159
|
|
|
395,109,568
|
|
|
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, 2014
|
|
$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
|
)
|
Other comprehensive income/(loss) before reclassifications
|
(104
|
)
|
|
|
($2
|
)
|
|
(8
|
)
|
|
(1,320
|
)
|
|
(1,434
|
)
|
||||
Amounts reclassified from AOCI
|
|
|
|
|
|
|
78
|
|
|
481
|
|
(2)
|
559
|
|
|||||
Net current period Other comprehensive income/(loss)
|
(104
|
)
|
|
(2
|
)
|
|
70
|
|
|
(839
|
)
|
|
(875
|
)
|
|||||
Balance at December 31, 2016
|
|
($143
|
)
|
|
|
($2
|
)
|
|
|
($127
|
)
|
|
|
($13,351
|
)
|
|
|
($13,623
|
)
|
(1)
|
Net of tax.
|
(2)
|
Primarily relates to amortization of actuarial losses for the years ended December 31,
2016
,
2015
, and
2014
totaling
$524
,
$1,038
, and
$661
(net of tax of
($288)
,
($570)
, and
($367)
), 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
|
||||||||||||||||||
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
2016
|
|
|
2015
|
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$2,584
|
|
|
|
$2,727
|
|
|
$34
|
|
|
|
$23
|
|
|
($225
|
)
|
|
|
($304
|
)
|
Interest rate contracts
|
125
|
|
|
125
|
|
6
|
|
|
9
|
|
|
|
|
||||||||
Commodity contracts
|
53
|
|
|
40
|
|
7
|
|
|
2
|
|
(5
|
)
|
|
(13
|
)
|
||||||
Derivatives not receiving hedge accounting treatment:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
465
|
|
|
436
|
|
21
|
|
|
4
|
|
(17
|
)
|
|
(11
|
)
|
||||||
Commodity contracts
|
648
|
|
|
725
|
|
|
|
|
|
|
|
|
|||||||||
Total derivatives
|
|
$3,875
|
|
|
|
$4,053
|
|
68
|
|
|
38
|
|
(247
|
)
|
|
(328
|
)
|
||||
Netting arrangements
|
|
|
|
(45
|
)
|
|
(23
|
)
|
45
|
|
|
23
|
|
||||||||
Net recorded balance
|
|
|
|
|
$23
|
|
|
|
$15
|
|
|
($202
|
)
|
|
|
($305
|
)
|
(1)
|
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
||
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
|
|
|
|
||||
Foreign exchange contracts
|
|
($9
|
)
|
|
|
($136
|
)
|
Commodity contracts
|
1
|
|
|
(4
|
)
|
||
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
|
|
|
|
||||
Foreign exchange contracts
|
(70
|
)
|
|
(67
|
)
|
||
Commodity contracts
|
(8
|
)
|
|
(12
|
)
|
||
Forward points recognized in Other income, net:
|
|
|
|
||||
Foreign exchange contracts
|
13
|
|
|
12
|
|
||
Undesignated derivatives recognized in Other income, net:
|
|
|
|
||||
Foreign exchange contracts
|
(2
|
)
|
|
(1
|
)
|
|
December 31, 2016
|
December 31, 2015
|
||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$2,858
|
|
|
$2,858
|
|
|
|
$4,504
|
|
|
$4,504
|
|
|
||||
Available-for-sale investments:
|
|
|
|
|
|
|
||||||||||||
Commercial paper
|
162
|
|
|
162
|
|
87
|
|
|
87
|
|
||||||||
Corporate notes
|
271
|
|
|
271
|
|
79
|
|
|
79
|
|
||||||||
U.S. government agencies
|
63
|
|
|
63
|
|
83
|
|
|
83
|
|
||||||||
Other
|
46
|
|
46
|
|
|
20
|
|
20
|
|
|
||||||||
Derivatives
|
23
|
|
|
23
|
|
15
|
|
|
|
$15
|
|
|||||||
Total assets
|
|
$3,423
|
|
|
$2,904
|
|
|
$519
|
|
|
$4,788
|
|
|
$4,524
|
|
|
$264
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
($202
|
)
|
|
|
($202
|
)
|
|
($305
|
)
|
|
|
($305
|
)
|
||||
Total liabilities
|
|
($202
|
)
|
|
|
($202
|
)
|
|
($305
|
)
|
|
|
($305
|
)
|
|
2016
|
|
2015
|
||||||||||||
|
Fair Value
|
|
|
Total Losses
|
|
|
Fair Value
|
|
|
Total Losses
|
|
||||
Operating lease equipment
|
|
$84
|
|
|
|
($52
|
)
|
|
|
$270
|
|
|
|
($159
|
)
|
Property, plant and equipment
|
10
|
|
|
(9
|
)
|
|
8
|
|
|
(6
|
)
|
||||
Other assets and Acquired intangible assets
|
12
|
|
|
(10
|
)
|
|
|
|
|
||||||
Total
|
|
$106
|
|
|
|
($71
|
)
|
|
|
$278
|
|
|
|
($165
|
)
|
|
Fair
Value
|
|
Valuation
Technique(s)
|
|
Unobservable Input
|
|
Range
Median or Average
|
Operating lease equipment
|
$84
|
|
Market approach
|
|
Aircraft value publications
|
|
$158 - $264
(1)
Median $212
|
|
|
Aircraft condition adjustments
|
|
($128) - $0
(2)
Net ($128)
|
(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, 2016
|
||||||||||||||||
|
Carrying Amount
|
|
|
Total Fair Value
|
|
|
Level 1
|
|
Level 2
|
|
|
Level 3
|
|
||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
$8,832
|
|
|
|
$8,830
|
|
|
|
|
|
$8,830
|
|
|
|
||
Notes receivable, net
|
807
|
|
|
803
|
|
|
|
|
803
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Debt, excluding capital lease obligations
|
(9,815
|
)
|
|
(11,209
|
)
|
|
|
|
(11,078
|
)
|
|
|
($131
|
)
|
|
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
|
)
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Asia, other than China
|
|
$10,553
|
|
|
|
$13,433
|
|
|
|
$11,900
|
|
Europe
|
13,790
|
|
|
12,248
|
|
|
11,898
|
|
|||
China
|
10,312
|
|
|
12,556
|
|
|
11,029
|
|
|||
Middle East
|
13,297
|
|
|
10,846
|
|
|
9,243
|
|
|||
Oceania
|
1,843
|
|
|
2,601
|
|
|
1,757
|
|
|||
Canada
|
2,076
|
|
|
1,870
|
|
|
1,901
|
|
|||
Africa
|
1,999
|
|
|
1,398
|
|
|
2,596
|
|
|||
Latin America, Caribbean and other
|
1,936
|
|
|
1,875
|
|
|
2,596
|
|
|||
Total non-U.S. revenues
|
55,806
|
|
|
56,827
|
|
|
52,920
|
|
|||
United States
|
38,765
|
|
|
39,287
|
|
|
37,842
|
|
|||
Total revenues
|
|
$94,571
|
|
|
|
$96,114
|
|
|
|
$90,762
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Commercial Airplanes
|
|
$682
|
|
|
|
$625
|
|
|
|
$674
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
113
|
|
|
142
|
|
|
164
|
|
|||
Network & Space Systems
|
106
|
|
|
106
|
|
|
114
|
|
|||
Global Services & Support
|
73
|
|
|
80
|
|
|
75
|
|
|||
Total Defense, Space & Security
|
292
|
|
|
328
|
|
|
353
|
|
|||
Boeing Capital Corporation
|
83
|
|
|
87
|
|
|
97
|
|
|||
Unallocated items, eliminations and other
|
853
|
|
|
793
|
|
|
782
|
|
|||
Total
|
|
$1,910
|
|
|
|
$1,833
|
|
|
|
$1,906
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Commercial Airplanes
|
|
$993
|
|
|
|
$889
|
|
|
|
$698
|
|
Defense, Space & Security:
|
|
|
|
|
|
||||||
Boeing Military Aircraft
|
161
|
|
|
128
|
|
|
175
|
|
|||
Network & Space Systems
|
63
|
|
|
98
|
|
|
93
|
|
|||
Global Services & Support
|
112
|
|
|
62
|
|
|
68
|
|
|||
Total Defense, Space & Security
|
336
|
|
|
288
|
|
|
336
|
|
|||
Unallocated items, eliminations and other
|
1,284
|
|
|
1,273
|
|
|
1,202
|
|
|||
Total
|
|
$2,613
|
|
|
|
$2,450
|
|
|
|
$2,236
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Commercial Airplanes
|
|
$2,142
|
|
|
|
$1,831
|
|
|
|
$1,822
|
|
Boeing Capital
|
16
|
|
|
15
|
|
|
19
|
|
|||
Total
|
|
$2,158
|
|
|
|
$1,846
|
|
|
|
$1,841
|
|
Years ended December 31,
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Share-based plans
|
|
($66
|
)
|
|
|
($76
|
)
|
|
|
($67
|
)
|
Deferred compensation
|
(46
|
)
|
|
(63
|
)
|
|
(44
|
)
|
|||
Amortization of previously capitalized interest
|
(94
|
)
|
|
(90
|
)
|
|
(72
|
)
|
|||
Eliminations and other unallocated items
|
(527
|
)
|
|
(511
|
)
|
|
(593
|
)
|
|||
Sub-total
|
(733
|
)
|
|
(740
|
)
|
|
(776
|
)
|
|||
Pension
|
217
|
|
|
(421
|
)
|
|
(1,469
|
)
|
|||
Postretirement
|
153
|
|
|
123
|
|
|
82
|
|
|||
Pension and Postretirement
|
370
|
|
|
(298
|
)
|
|
(1,387
|
)
|
|||
Total
|
|
($363
|
)
|
|
|
($1,038
|
)
|
|
|
($2,163
|
)
|
December 31,
|
2016
|
|
|
2015
|
|
||
Commercial Airplanes
|
|
$55,527
|
|
|
|
$57,253
|
|
Defense, Space & Security:
|
|
|
|
||||
Boeing Military Aircraft
|
6,698
|
|
|
6,793
|
|
||
Network & Space Systems
|
6,113
|
|
|
6,307
|
|
||
Global Services & Support
|
4,020
|
|
|
4,567
|
|
||
Total Defense, Space & Security
|
16,831
|
|
|
17,667
|
|
||
Boeing Capital
|
4,139
|
|
|
3,492
|
|
||
Unallocated items, eliminations and other
|
13,500
|
|
|
15,996
|
|
||
Total
|
|
$89,997
|
|
|
|
$94,408
|
|
|
2016
|
2015
|
||||||||||||||||||||||
|
4th
|
|
3rd
|
|
2nd
|
|
1st
|
|
4th
|
|
3rd
|
|
2nd
|
|
1st
|
|
||||||||
Total revenues
|
|
$23,286
|
|
|
$23,898
|
|
|
$24,755
|
|
|
$22,632
|
|
|
$23,573
|
|
|
$25,849
|
|
|
$24,543
|
|
|
$22,149
|
|
Total costs and expenses
|
(19,464
|
)
|
(19,904
|
)
|
(22,325
|
)
|
(19,097
|
)
|
(20,642
|
)
|
(21,600
|
)
|
(21,350
|
)
|
(18,496
|
)
|
||||||||
Earnings from operations
|
2,183
|
|
2,282
|
|
(419
|
)
|
1,788
|
|
1,161
|
|
2,580
|
|
1,683
|
|
2,019
|
|
||||||||
Net earnings/(loss)
|
1,631
|
|
2,279
|
|
(234
|
)
|
1,219
|
|
1,026
|
|
1,704
|
|
1,110
|
|
1,336
|
|
||||||||
Basic earnings per share
|
2.63
|
|
3.64
|
|
(0.37
|
)
|
1.85
|
|
1.52
|
|
2.50
|
|
1.61
|
|
1.89
|
|
||||||||
Diluted earnings per share
|
2.59
|
|
3.60
|
|
(0.37
|
)
|
1.83
|
|
1.51
|
|
2.47
|
|
1.59
|
|
1.87
|
|
||||||||
Cash dividends declared per share
|
2.51
|
|
|
2.18
|
|
|
2.00
|
|
|
1.82
|
|
|
||||||||||||
Common stock sales price per share:
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
160.07
|
|
139.45
|
|
137.89
|
|
141.70
|
|
150.59
|
|
149.18
|
|
155.50
|
|
158.83
|
|
||||||||
Low
|
130.74
|
|
123.96
|
|
122.35
|
|
102.10
|
|
128.56
|
|
115.14
|
|
138.44
|
|
126.18
|
|
||||||||
Quarter end
|
155.68
|
|
131.74
|
|
129.87
|
|
126.94
|
|
144.59
|
|
130.95
|
|
138.72
|
|
150.08
|
|
(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
|
43
|
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
|
47
|
Senior Vice President, Human Resources since March 2016. Ms. Capozzi previously served as Vice President of Leadership Development, Talent Management and Organization Effectiveness from April 2013 to March 2016; 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.
|
Leanne G. Caret
|
50
|
Executive Vice President, President and Chief Executive Officer of Boeing Defense, Space & Security (BDS) since March 2016. Ms. Caret joined Boeing in 1988, and her previous positions include President of Global Services & Support from February 2015 to March 2016; Chief Financial Officer and Vice President, Finance, for BDS from March 2014 to February 2015; Vice President and General Manager, Vertical Lift from November 2012 to February 2014; and Vice President and Program Manager, Chinook from November 2009 to October 2012.
|
Theodore Colbert III
|
43
|
Chief Information Officer and Senior Vice President, Information & Analytics since April 2016. Mr. Colbert previously served as Chief Information Officer and Vice President of Information Technology from November 2013 to April 2016; Vice President of Information Technology Infrastructure from December 2011 to November 2013; and Vice President of IT Business Systems from September 2010 to December 2011.
|
Raymond L. Conner
|
61
|
Vice Chairman since November 2016. Mr. Conner joined Boeing in 1977, and his previous positions include Vice Chairman, President and Chief Executive Officer of Commercial Airplanes from December 2013 to November 2016; 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 Adient plc.
|
Name
|
Age
|
Principal Occupation or Employment/Other Business Affiliations
|
Stanley A. Deal
|
52
|
Executive Vice President, President and Chief Executive Officer, Boeing Global Services since November 2016. Mr. Deal joined Boeing in 1986, and his previous positions include Senior Vice President of Commercial Aviation Services from March 2014 to November 2016; Vice President and General Manager of Supply Chain Management and Operations for Commercial Airplanes from September 2011 to February 2014; Vice President of Asia Pacific Sales from December 2006 to January 2010; and Vice President of Supplier Management from February 2010 to August 2011.
|
Thomas J. Downey
|
52
|
Senior Vice President, Communications since January 2007. Mr. Downey joined Boeing in 1986, and his previous 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.
|
Scott A. Fancher
|
58
|
Senior Vice President, Program Management, Integration & Development Programs since April 2016. Mr. Fancher previously served as Senior Vice President and General Manager of Airplane Development from November 2012 to April 2016; Vice President and General Manager of the 777 and 777X programs from February 2012 to November 2012; and Vice President and General Manager of the 787 Dreamliner program from December 2008 to February 2012.
|
Gregory L. Hyslop
|
58
|
Chief Technology Officer, Senior Vice President, Boeing Engineering, Test & Technology since July 2016. Mr. Hyslop was named Senior Vice President, Boeing Engineering, Test & Technology in March 2016, and his previous positions include Vice President and General Manager of Boeing Research & Technology from February 2013 to March 2016 and Vice President and General Manager of Boeing Strategic Missile & Defense Systems from March 2009 to February 2013.
|
Timothy J. Keating
|
55
|
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
|
62
|
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.
|
Kevin G. McAllister
|
53
|
Executive Vice President, President and Chief Executive Officer, Boeing Commercial Airplanes since November 2016. Mr. McAllister served as President and Chief Executive Officer of GE Aviation Services from January 2014 to November 2016 and Vice President, Global Sales and Marketing of GE Aviation Services from June 2008 to January 2014.
|
Name
|
Age
|
Principal Occupation or Employment/Other Business Affiliations
|
Dennis A. Muilenburg
|
53
|
Chairman, President and Chief Executive Officer since March 2016. Mr. Muilenburg was named President and Chief Executive Officer in July 2015. He 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.
|
Diana L. Sands
|
51
|
Senior Vice President, Office of Internal Governance and Administration since March 2016. Ms. Sands previously served as Senior Vice President, Office of Internal Governance from April 2014 to March 2016; 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.
|
Patrick M. Shanahan
|
54
|
Senior Vice President, Supply Chain & Operations since April 2016. Mr. Shanahan’s previous positions include Senior Vice President of Airplane Programs from December 2008 to April 2016; Vice President and General Manager of the 787 Dreamliner program from October 2007 to December 2008; and Vice President and General Manager of Boeing Missile Defense Systems from December 2004 to October 2007.
|
Gregory D. Smith
|
50
|
Chief Financial Officer, Executive Vice President, Corporate 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.
|
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
|
8,646,612
|
|
|
|
$72.64
|
|
|
|
|
Deferred compensation
|
2,543,172
|
|
|
|
|
|
|||
Other stock units
(1)
|
6,385,586
|
|
|
|
|
|
|||
Equity compensation plans not approved by shareholders
|
None
|
|
|
None
|
|
|
None
|
|
|
Total
(2)
|
17,575,370
|
|
|
|
$72.64
|
|
|
15,178,605
|
|
(1)
|
Includes
3,493,022
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
2016
,
2017
and
2018
.
|
(a)
|
List of documents filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
(3)
|
Articles of Incorporation and By-Laws.
|
(i)
|
Amended and Restated Certificate of Incorporation of The Boeing Company dated May 5, 2006 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, 2006).
|
(ii)
|
By-Laws of The Boeing Company, as amended and restated October 14, 2016 (Exhibit 3.2 to the Company’s Current Report on Form 8-K dated October 14, 2016).
|
(10)
|
Material Contracts.
|
(i)
|
364-Day Credit Agreement, dated as of November 2, 2016, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Bank N.A. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 2, 2016).
|
(ii)
|
Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 10, 2011).
|
(iii)
|
Amendment No. 1 dated as of October 9, 2014 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 14, 2014).
|
(iv)
|
Amendment No. 2 dated as of November 4, 2015 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 4, 2015).
|
(v)
|
Amendment No. 3 dated as of November 2, 2016 to the Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 2, 2016).
|
(vi)
|
Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005).
|
(vii)
|
Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006).
|
(viii)
|
Summary of Non-Employee Director Compensation (Exhibit 10 to the Company’s Form 10-Q for the quarter ended September 30, 2016).
|
(ix)
|
Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007).
|
(x)
|
Deferred Compensation Plan for Employees of The Boeing Company, as amended and restated on January 1, 2008 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 28, 2007).
|
(xi)
|
Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, as amended and restated effective October 31, 2016.
|
(xii)
|
The Boeing Company Elected Officer Annual Incentive Plan, as amended and restated effective October 31, 2016.
|
(xiii)
|
The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 2000 and further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007).
|
(xiv)
|
Transition and Retirement Agreement dated June 22, 2015 (Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 22, 2015).
|
(xv)
|
Supplemental Pension Agreement between The Boeing Company and J. Michael Luttig dated January 25, 2007, as amended on November 14, 2007 (Exhibit (10)(xxx) to the Company’s Form 10-K for the year ended December 31, 2007).
|
(xvi)
|
Supplemental Benefit Plan for Employees of The Boeing Company, as amended and restated effective January 1, 2016.
|
(xvii)
|
Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of January 1, 2016 (Exhibit (10)(xvi) to the Company’s Form 10-K for the year ended December 31, 2015).
|
(xviii)
|
The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2017.
|
(xix)
|
The Boeing Company 2003 Incentive Stock Plan.
|
(a)
|
Plan, as amended and restated effective October 31, 2016.
|
(b)
|
Form of Non-Qualified Stock Option Grant Notice of Terms (Exhibit (10)(xvii)(b) to the Company’s Form 10-K for the year ended December 31, 2010).
|
(c)
|
Form of Notice of Terms of Performance-Based Restricted Stock Units (Exhibit (10)(xviii)(c) to the Company’s Form 10-K for the year ended December 31, 2016).
|
(d)
|
Form of Performance Award Notice (Exhibit (10)(xviii)(d) to the Company’s Form 10-K for the year ended December 31, 2016).
|
(e)
|
Form of Notice of Terms of Restricted Stock Units (Exhibit (10)(xviii)(e) to the Company’s Form 10-K for the year ended December 31, 2016).
|
(f)
|
Form of Notice of Terms of Supplemental Restricted Stock Units (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 18, 2016).
|
(g)
|
Form of Notice of Terms of Restricted Stock Units dated February 24, 2014 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 24, 2014).
|
(h)
|
Form of Notice of Terms of Restricted Stock Units dated February 23, 2015. (Exhibit (10)(xviii)(i) to the Company’s Form 10-K for the year ended December 31, 2015).
|
(i)
|
Notice of Terms of Restricted Stock Units (Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 22, 2015).
|
(12)
|
Computation of Ratio of Earnings to Fixed Charges.
|
(14)
|
Codes of Ethics.
|
(i)
|
The Boeing Company Code of Ethical Business Conduct for Members of the Board of Directors (www.boeing.com/resources/boeingdotcom/company/general_info/pdf/conduct_for_directors.pdf).
|
(ii)
|
The Boeing Company Code of Conduct for Finance Employees (www.boeing.com/resources/boeingdotcom/company/general_info/pdf/code-of-conduct-for-finance.pdf).
|
(iii)
|
The Boeing Company Code of Conduct (www.boeing.com/resources/boeingdotcom/principles/ethics_and_compliance/pdf/english.pdf).
|
(21)
|
List of Company Subsidiaries.
|
(23)
|
Consent of Independent Registered Public Accounting Firm.
|
(31)
|
Section 302 Certifications.
|
(i)
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
(ii)
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
(32)
|
Section 906 Certifications.
|
(i)
|
Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
(ii)
|
Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
(99)
|
Additional Exhibits.
|
1
|
Commercial Program Method of Accounting (Exhibit (99)(i) to the 1997 Form 10-K).
|
(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/ Lynn J. Good
|
Dennis A. Muilenburg – Chairman, President and Chief Executive Officer
|
|
Lynn J. Good – Director
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Gregory D. Smith
|
|
/s/ Lawrence W. Kellner
|
Gregory D. Smith – Chief Financial Officer and Executive Vice President, Corporate Development and Strategy
|
|
Lawrence W. Kellner – Director
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Robert E. Verbeck
|
|
/s/ Edward M. Liddy
|
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller
|
|
Edward M. Liddy – Director
|
(Principal Accounting Officer)
|
|
|
|
|
|
/s/ Robert A. Bradway
|
|
/s/ Susan C. Schwab
|
Robert A. Bradway – Director
|
|
Susan C. Schwab – Director
|
|
|
|
/s/ David L. Calhoun
|
|
/s/ Randall L. Stephenson
|
David L. Calhoun – Director
|
|
Randall L. Stephenson – 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
|
|
|
|
/s/ Edmund P. Giambastiani, Jr.
|
|
|
Edmund P. Giambastiani, Jr. – Director
|
|
|
1.
|
Definitions
|
2.
|
Committee
|
3.
|
Eligibility
|
4.
|
Making Awards
|
5.
|
Distribution of Awards
|
6.
|
Repeal; Amendments.
The Plan and any and all provisions hereof may be repealed or amended by the affirmative vote of a majority of the Board of Directors at any meeting if the notice of such meetings sets forth the form of the proposal for such repeal or amendment or a summary thereof. No repeal or amendment of the Plan shall operate to annul or modify any award previously made under the Plan.
|
7.
|
Nonassignability.
No awards authorized or made pursuant to the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, execution, attachment, garnishment or any other legal process, and any attempt to subject an award to any of the foregoing shall be void.
|
8.
|
Compliance with Section 409A.
Notwithstanding the provisions of Section 5.2 to the contrary, it is the Company’s intention that any and all compensation payable under the Plan shall satisfy the requirements for exemption under Section 409A, and all terms and provisions shall be interpreted to satisfy such requirements.
|
9.
|
Clawbacks.
Awards under the Plan are subject to the Clawback Policy as adopted by the Board of Directors and as amended from time to time. In addition, subject to applicable local law, awards under the Plan with respect to performance years 2017 or later shall be subject to clawback and forfeiture, in the event a participant or former Participant engages in any of the following conduct, as determined by the Company or its delegate in its sole discretion, prior to the second anniversary of the later of the vesting or receipt of payment of the award: the participant (i) is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the Company’s interests; (ii) directly or indirectly engages in competition with any significant aspect of Company business; (iii) 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; (iv) disparages the Company, its products or employees; or (v) uses or discloses Company proprietary or confidential information. Nothing in this Section 9 will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings.
|
10.
|
No Individual Rights.
No individual shall have any claim to be granted any award under the Plan, and the Company has no obligation for uniformity of treatment of participants under the Plan. Furthermore, nothing in the Plan or any award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any participant any right to continue in the employ of, or to continue any other relationship with, the Company or any
|
11.
|
No Trust or Fund
. The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property or shares of Common Stock, or to create any trusts, or make any special deposits for any immediate or deferred amounts payable to any participant, and no participant shall have any rights that are greater than those of a general unsecured creditor of the Company.
|
12.
|
Successors
. All obligations of the Company under the Plan with respect to awards 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, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
|
13.
|
Severability
. If any provision of the Plan or any award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the award, such provision shall be stricken as to such jurisdiction, person or award, and the remainder of the Plan and any such award shall remain in full force and effect.
|
TABLE OF CONTENTS
|
||||
Article I Introduction
|
|
|||
Article II Definitions
|
|
|||
|
2.1
|
Account
|
2
|
|
|
2.2
|
Affiliate or Subsidiary
|
2
|
|
|
2.3
|
Authorized Period of Absence
|
2
|
|
|
2.4
|
Base Salary
|
2
|
|
|
2.5
|
Beneficiary
|
2
|
|
|
2.6
|
BCERP
|
2
|
|
|
2.7
|
Board of Directors
|
2
|
|
|
2.8
|
BSS Plan
|
2
|
|
|
2.9
|
Code
|
2
|
|
|
2.10
|
Committee
|
3
|
|
|
2.11
|
Company
|
3
|
|
|
2.12
|
Company Matching Contribution
|
3
|
|
|
2.13
|
Compensation
|
3
|
|
|
2.14
|
Contribution Credit
|
3
|
|
|
2.15
|
DC SERP Benefit
|
3
|
|
|
2.16
|
Deferral Contribution
|
3
|
|
|
2.17
|
Deferral Election
|
3
|
|
|
2.18
|
Deferred Compensation Plan
|
3
|
|
|
2.19
|
E-Series Payroll
|
4
|
|
|
2.20
|
Earnings Credits
|
4
|
|
|
2.21
|
Eligible Employee
|
4
|
|
|
2.22
|
Employee
|
4
|
|
|
2.23
|
Executive SBP+ Company Contribution
|
4
|
|
|
2.24
|
Executive Incentive Pay
|
4
|
|
|
2.25
|
FSP
|
5
|
|
|
2.26
|
Layoff Period
|
5
|
|
|
2.27
|
Participant
|
5
|
|
|
2.28
|
Plan
|
5
|
|
|
2.29
|
Plan Year
|
5
|
|
|
2.30
|
PVP
|
5
|
|
|
2.31
|
Restoration Benefit
|
5
|
|
|
2.32
|
SBP+ Company Contribution
|
5
|
|
|
2.33
|
Separation from Service
|
5
|
|
|
2.34
|
SERP
|
6
|
|
|
2.35
|
Service
|
6
|
|
|
2.36
|
Specified Employee
|
6
|
|
|
2.37
|
Unforeseeable Emergency
|
6
|
|
|
2.38
|
VIP
|
6
|
|
Article III Restoration Benefit Eligibility and Benefits
|
|
|||
|
3.1
|
Restoration Benefit Eligibility
|
7
|
|
|
3.2
|
Restoration Benefit Participation
|
8
|
|
|
3.3
|
Deferral Contributions
|
9
|
|
|
3.4
|
Company Matching Contributions
|
9
|
|
|
3.5
|
SBP+ Company Contributions
|
9
|
|
|
3.6
|
Vesting
|
10
|
|
|
3.7
|
Cancellation of Deferral Election Due to Unforeseeable Emergency
|
10
|
|
Article IV Executive SBP+ Company Contribution Eligibility and Benefits
|
|
|||
|
4.1
|
Executive SBP+ Company Contribution Eligibility
|
11
|
|
|
4.2
|
Executive SBP+ Company Contribution Participation
|
11
|
|
|
4.3
|
Executive SBP+ Company Contribution Benefits
|
11
|
|
|
4.4
|
Executive SBP+ Company Contribution Vesting
|
11
|
|
|
4.5
|
Executive SBP+ Company Contribution Forfeiture Rules
|
12
|
|
Article V DC SERP Eligibility and Benefits
|
|
|||
|
5.1
|
DC SERP Eligibility
|
14
|
|
|
5.2
|
DC SERP Participation
|
14
|
|
|
5.3
|
DC SERP Benefits
|
14
|
|
|
5.4
|
DC SERP Vesting
|
17
|
|
|
5.5
|
DC SERP Forfeiture Rules
|
20
|
|
Article VI Distributions
|
|
|||
|
6.1
|
Form and Timing of Distribution
|
22
|
|
|
6.2
|
Death Benefits
|
25
|
|
|
6.3
|
Rehires and Authorized Periods of Absence/Reduced Level of Services
|
26
|
|
Article VII Accounts
|
|
|||
|
7.1
|
Participant Accounts
|
29
|
|
|
7.2
|
Earnings Credits
|
29
|
|
|
7.3
|
Investment Election Changes and Restrictions
|
30
|
|
|
7.4
|
Missing Participants and Improper Credits
|
31
|
|
Article VIII Administration
|
|
|||
|
8.1
|
Plan Administration
|
32
|
|
|
8.2
|
Claims Procedure
|
32
|
|
Article IX Amendment and Termination
|
|
|||
Article X Miscellaneous
|
|
|||
|
10.1
|
No Employment Rights
|
34
|
|
|
10.2
|
Anti-Assignment
|
34
|
|
|
10.3
|
Unfunded Status of Plan
|
34
|
|
|
10.4
|
Delays in Payment
|
34
|
|
|
10.5
|
Involuntary Inclusion in Income
|
34
|
|
|
10.6
|
Compliance with Code Section 409A
|
34
|
|
|
10.7
|
Construction
|
35
|
|
|
10.8
|
Legal Action
|
35
|
|
APPENDIX A Plan Provisions Prior To January 1, 1999
|
A-1
|
|
||
|
A1.1
|
Eligibility and Benefits for FSP Participants
|
A-1
|
|
APPENDIX B List of Excluded Entities
|
B-1
|
|
(i)
|
the Restoration Benefit, the purpose of which is to restore the benefits of certain employees under The Boeing Company Voluntary Investment Plan, to the extent that these qualified plan benefits are limited by sections 415 and 401(a)(17) of the Code;
|
(ii)
|
the Executive SBP+ Company Contribution, the purpose of which is to provide an additional contribution to this Plan, equal to a percentage of the annual incentive plan payments for a select group of management or highly compensated employees, in lieu of a portion of the VIP+ Company Contribution under the VIP; and
|
(iii)
|
the DC SERP Benefit, the purpose of which is to provide a supplemental retirement benefit for a select group of management or highly compensated employees at level E-1 through E-3 who are hired or rehired on or after January 1, 2009, and for a select group of management and highly compensated employees who were hired or rehired before January 1, 2009.
|
(A)
|
The Employee is eligible to participate in the VIP during such Plan Year.
|
(B)
|
The Employee is, during the Plan Year, a salaried Employee of the Company who either is (i) not represented by a collective bargaining agent or (ii) represented by a collective bargaining agent where the terms of the collective bargaining agreement covering such Employee specifically provide for coverage under the Plan.
|
(C)
|
As of October 1
st
of the prior Plan Year, the Employee’s Base Salary for the prior Plan Year equaled or exceeded the amount calculated as follows (rounded down to the nearest $1,000 increment):
|
(i)
|
The maximum percentage that an Employee can elect to contribute on a pre-tax, after-tax and/or Roth basis under the VIP, for the prior Plan Year (or such other rate approved by the Committee by October 1
st
to take effect under the VIP as of the following January).
|
(ii)
|
The maximum percentage that an Employee can receive as an Employer Matching Contribution under the VIP, for the prior Plan Year (or such other rate approved by the Committee by October 1
st
to take effect under the VIP as of the following January).
|
(iii)
|
The maximum percentage that the Employee can receive as a VIP+ Company Contribution under the VIP, for the prior Plan Year (or such other rate approved by the Committee by October 1
st
to take effect under the VIP as of the following January), based on the Employee’s anticipated age at the end of the Plan Year of participation.
|
(A)
|
Elections
|
(B)
|
Timing of Elections
|
(C)
|
No Mid-Year Elections
|
(A)
|
The Employee is not eligible to accrue benefits under any defined benefit plan maintained by the Company.
|
(B)
|
The Employee is eligible to receive a VIP+ Company Contribution under the VIP during the Plan Year.
|
(C)
|
The Employee is entitled to payment of Executive Incentive Pay during the Plan Year. Executive Incentive Pay is not counted for this purpose if paid following the Employee’s termination of employment from the Company.
|
(A)
|
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.
|
(B)
|
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 with, 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.
|
(C)
|
The Participant, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or successor position thereto), 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.
|
(D)
|
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 communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
(E)
|
The Participant uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Company. Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
(A)
|
Hired On or After January 1, 2009
|
(i)
|
The Employee is hired on or after January 1, 2009,
|
(ii)
|
The Employee is ineligible to accrue benefits under any defined benefit plan maintained by the Company, and
|
(iii)
|
The Employee is on the E-Series Payroll with a level of E-1 through E-3.
|
(B)
|
Hired Before January 1, 2009
|
(A)
|
Payroll Contributions
|
(i)
|
Hired On or After 2009
|
(a)
|
2%, for a Participant at level E-2 through E-3.
|
(b)
|
4%, for a Participant at level E-1.
|
(ii)
|
Hired Before 2009
|
(a)
|
5%
|
(b)
|
For a Participant who has attained age 55 (or will attain age 55 by the end of a Plan Year), 0.5% times the Participant’s whole years of Benefit Service (as defined under the PVP and/or BSS Plan, as applicable, and determined as of January 1, 2016), subject to the limitation herein. The supplemental percentage credited under this subsection (b) will be contributed for a period not to exceed seven years. This seven-year period will commence on January 1, 2016 (or on January 1 of the year in which the Participant attains age 55, or on the date of promotion to the E-Series Payroll, whichever is latest) and will be measured in the aggregate over a Participant’s lifetime (i.e., regardless of whether the Participant has multiple periods of employment with the Company).
|
(iii)
|
Rules Applicable to Rehires
|
(B)
|
One-Time Contribution
|
(i)
|
2%
|
(ii)
|
The sum of:
|
(a)
|
the Participant’s Base Salary in effect immediately following the promotion, and
|
(b)
|
his or her Executive Incentive Pay target percentage multiplied by the Base Salary, both as in effect immediately following the promotion.
|
(iii)
|
The Participant’s whole years of Service as of the date of first promotion to a level of E-1 through E-3 (from a position at the Company below a level of E-3); provided that, for such purpose, a Participant’s years of Service will be limited to Service earned since his or her most recent hire date.
|
(A)
|
General DC SERP Vesting Rule for Participants Hired On or After January 1, 2009
|
(i)
|
The Participant has been on the E-Series Payroll at a level of E-1 through E-3 for a period of 36 consecutive months. (For Participants with prior periods of employment, a period of consecutive months before January 1, 2009 on the E-Series Payroll at a level of E-1 through E-3 will be counted for purposes of determining whether this 36 consecutive month requirement has been satisfied.)
|
(ii)
|
The Participant dies while an Employee.
|
(iii)
|
The Participant is laid off from a position at level E-1 through E-3 and is eligible for benefits under The Boeing Company Executive Layoff Benefits Plan.
|
(B)
|
General DC SERP Vesting Rule for Participants Hired Before January 1, 2009
|
(i)
|
The Participant has been on the E-Series Payroll for a period of 36 consecutive months. For a Participant on the E-Series Payroll as of January 1, 2016, a period of consecutive months before January 1, 2016 on the E-Series Payroll will be counted for purposes of determining whether this 36 consecutive month requirement has been satisfied.
|
(ii)
|
The Participant is fully vested under the PVP and/or BSS Plan, as applicable, and dies while an Employee before his or her DC SERP Benefit commences under this Plan.
|
(iii)
|
The Participant is laid off from an E-Series position and is eligible for benefits under The Boeing Company Executive Layoff Benefits Plan.
|
(C)
|
Special Vesting Rules for Participants Hired On or After January 1, 2009 with 55/10 or 62/1
|
(i)
|
Age 55 with 10 years of Service, or
|
(ii)
|
Age 62 with one year of Service.
|
(D)
|
Authorized Period of Absence
|
(E)
|
Transfers to and from ULA and USA
|
(F)
|
Impact of Separation from Service/Transfer
|
(i)
|
Payroll Contributions
. If a Participant Separates from Service (other than due to an Authorized Period of Absence) or transfers off of the E-Series Payroll (or a position at level E-1 through E-3, if applicable)
before
becoming 100% vested in the payroll contribution portion of his or her DC SERP Benefit described in Section 5.3(A)(i) and/or (A)(ii), as applicable, the Participant will forfeit all rights to the nonvested portion of his or her DC SERP Benefit attributable to the period prior to his or her Separation from Service or transfer. To the extent any benefit under this Plan becomes vested during an Authorized Period of Absence that continues after a deemed Separation from Service, it will remain subject to the payment timing rules under Section 6.1.
|
(ii)
|
One-Time Contributions
. If a Participant stops accruing service toward satisfaction of applicable vesting requirements (such as due to a Separation from Service) after becoming partially vested in the one-time
|
(iii)
|
Multiple DC SERP Benefits
. Separate vesting requirements apply to each component of a Participant’s DC SERP Benefit described in Sections 5.3(A)(i), (A)(ii), and (B). This means that a Participant who has accrued more than one DC SERP Benefit component (such as, due to a Separation from Service and subsequent rehire) must satisfy the vesting requirements applicable to each such component. If a Participant Separates from Service
after
becoming 100% vested in a particular DC SERP Benefit component, the Participant will be fully vested in any additional accruals under the
same
DC SERP Benefit component following rehire or return (even if the Participant fails to be at the applicable pay level for 36 consecutive months following rehire or return). The Participant will not, however, be fully vested in any amounts accrued under a
different
DC SERP Benefit component described in Sections 5.3(A)(i), (A)(ii), and (B), unless and until the corresponding applicable vesting requirements under this Section 5.4 otherwise have been satisfied.
|
(A)
|
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.
|
(B)
|
The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Committee
|
(C)
|
The Participant, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or equivalent but for title), 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.
|
(D)
|
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 communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
(E)
|
With respect to contributions made to the Plan on and after January 1, 2017, the Participant uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Company. Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
(A)
|
Restoration Benefit
|
(B)
|
Executive SBP+ Company Contribution Benefit and DC SERP Benefit
|
(C)
|
Timing and Form of Distribution
|
(i)
|
Lump Sum Distribution
|
(ii)
|
Installment Payment
|
(D)
|
Cashouts
|
(i)
|
If the balance in the Participant’s Account is $10,000 or less in January of the first Plan Year following Separation from Service, the entire balance will be paid in the form of a single lump sum at that time.
|
(ii)
|
If a Participant has elected to receive installments and his or her remaining Account balance is $10,000 or less upon any scheduled payment date, the entire remaining balance will be paid in the form of a single lump sum at
|
(E)
|
Changes to Distribution Election or Deemed Election
|
(i)
|
A new distribution election must be submitted to the Committee at least 12 months before the existing scheduled distribution date, and during the annual election period established by the Committee.
|
(ii)
|
The revised distribution election must not take effect for at least 12 months after it is made.
|
(iii)
|
The new distribution election must provide for an additional deferral period of at least 5 years beyond the original distribution date.
|
(F)
|
Distributions At Age 70½
|
(G)
|
Specified Employees
|
(i)
|
the time elected (or deemed elected) under subsection (A) or (B), as applicable,
|
(ii)
|
the first day of the month following completion of the six-month waiting period (for Specified Employees who Separate from Service between July 1 and December 31), and
|
(iii)
|
January of the first Plan Year following Separation from Service (for Specified Employees who Separate from Service between January 1 and June 30).
|
(H)
|
Distribution Due to Unforeseeable Emergency
|
(A)
|
After Commencing Benefits
|
(i)
|
Rehires
. Installment payments that commenced prior to the Participant’s rehire with respect to Deferral Contributions made and contributions received before the Participant’s Separation from Service (“Old Benefits”) will not be suspended by reason of the Participant’s rehire. These Old Benefits will continue to be paid until exhausted, without regard to the period of rehire.
|
(ii)
|
Authorized Period of Absence/Reduced Level of Services
. To the extent a Participant made additional Deferral Contributions or received additional contributions while on an Authorized Period of Absence or during a period of a reduced level of services that constituted a Separation from Service under Code section 409A, such Deferral Contributions made and contributions received (to the extent vested) will be distributed in January of the first Plan Year following the year in which they are made, in accordance with the Participant’s earlier distribution election or deemed election. This is because the Participant has already satisfied the conditions for payment under Section 6.1(C); namely, he or she has attained the specified age and has experienced a Separation from Service attributable to such Deferral Contributions made and contributions received.
|
(B)
|
Before Commencing Benefits
|
(i)
|
Rehires
. The rehired Participant’s Old Benefits, to the extent vested, will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(C) (subject to the change rules in Section 6.1(E)). This means that, for example, if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(C), then the
|
(ii)
|
Authorized Period of Absence/Reduced Level of Services
. Any Deferral Contributions made or contributions received during an Authorized Period of Absence or a period of a reduced level of services (to the extent vested), and any DC SERP one-time contributions that vest during such period, will be distributed in accordance with the Participant’s earlier distribution election or deemed election as to the timing and form of payment under Section 6.1(C) (subject to the change rules in Section 6.1(E)). This means that, for example, if the Participant’s original distribution election selected benefits in the form of a lump sum (or installments) payable in January following attainment of a specified age under Section 6.1(C), then any Deferral Contributions made and contributions received during an Authorized Period of Absence or a period of a reduced level of services (to the extent vested), and any DC SERP one-time contributions vested during such period, will be payable as a lump sum (or installments, if so elected) in January following the year in which he or she attains the specified age. This result will not change in the event that the Participant attains the specified age while on an Authorized Period of Absence or during a period of a reduced level of services, but resumes (or increases his or her level of) services before benefits actually begin.
|
(A)
|
Interest Fund Method
|
(B)
|
Boeing Stock Fund Method
|
(C)
|
Other Investment Funds Method
|
(A)
|
The Committee is unable to locate a Participant or Beneficiary to distribute amounts from his or her Account (a “missing participant”).
|
(B)
|
The Committee recaptures amounts improperly credited to a Participant’s Account.
|
10.9
|
Tax Withholding
|
A1.1
|
Eligibility and Benefits for FSP Participants
|
ARTICLE 2--DEFINITIONS
|
1
|
2.1
|
Affiliate or Subsidiary 1
|
2.2
|
Base Salary 1
|
2.3
|
Code 1
|
ARTICLE 3--ELIGIBILITY AND LAYOFF EVENT
|
3
|
ARTICLE 4--LAYOFF BENEFIT
|
4
|
4.1
|
Layoff Benefit 4
|
4.2
|
Timing of Payment 4
|
4.3
|
Limit on Payment 5
|
4.4
|
Recovery of Payment 5
|
4.5
|
Recovery of Debt 5
|
4.6
|
Waiver of Claims 5
|
4.7
|
Death Benefit 5
|
4.8
|
Forfeiture 5
|
ARTICLE 5--ADMINISTRATION
|
6
|
ARTICLE 6--GENERAL PROVISIONS
|
7
|
2.1
|
Affiliate or Subsidiary
means a member (other than The Boeing Company) of a controlled group of corporations (as defined in Code Section 1563(a) determined without regard to Code Sections 1563(a)(4) and (e)(3)(c)), a group of trades or businesses (whether incorporated or not) which are under common control within the meaning of Code Section 414(c), or an affiliated service group (as defined in Code Section 414(m) or 414(o)) of which The Boeing Company is a part.
|
2.2
|
Base Salary
means annual salary excluding bonuses and incentive payments, fringe benefits, and other perquisites.
|
2.3
|
Code
means the Internal Revenue Code of 1986, as amended.
|
2.4
|
Committee
means the Employee Benefit Plans Committee (or its successor) appointed by the Board of Directors of The Boeing Company.
|
2.5
|
Company
means The Boeing Company and any Affiliate or Subsidiary which has adopted the Plan by action of its Board of Directors.
|
2.6
|
Compensation Committee
means the Compensation Committee of the Board of Directors of The Boeing Company.
|
2.7
|
Employee
means a person who is employed by the Company on its U.S. payroll including a person on an approved leave of absence.
|
a)
|
at an annual base salary equal to no less than 90% of the Employee’s Base Salary at the time of the offer;
|
b)
|
if the Employee is eligible for incentive compensation, with a target under the applicable incentive compensation plan which is no less than 90% of the Employee’s target at the time of the offer; and
|
c)
|
for a job which is located within 70 miles of the normal location of the Employee’s employment at the time of the offer.
|
2.10
|
E-Series Payroll Employees
means Employees with an executive designation of level E1 to E5.
|
2.11
|
Incentive Plan
means The Boeing Company Elected Officer Annual Incentive Plan or the Incentive Compensation Plan for Employees of the Boeing Company and Subsidiaries, as applicable.
|
2.12
|
Involuntary Layoff
means that an Employee’s position has been eliminated by the Company.
|
2.14
|
Layoff Event
is defined in Section 3.3.
|
2.15
|
Plan
means The Boeing Company Executive Layoff Benefits Plan.
|
2.16
|
Plan Year
means the calendar year.
|
2.17
|
Service
shall be determined in the same manner as the service time calculation under the Company Service Awards Program procedure.
|
2.18
|
Specified Employee
means an Employee who is a “specified employee” within the meaning of Code Section 409A. Specified Employee status is determined on the last day of the prior Plan Year, to take effect as of April 1 of the Plan Year for a 12-month period. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees whom the Company reasonably determines to be the 75 top-paid officers of the Company rather than the 50 top-paid officers as provided under Code Section 416(i)(1)(A), to the extent permitted under Code Section 409A.
|
3.1
|
Eligibility
. In order to be eligible for a Layoff Benefit, an Employee must meet the following requirements as of the date of the Layoff Event:
|
a)
|
The Employee must be a member of a participating group of Employees in accordance with Section 3.2;
|
b)
|
The Employee must have at least one year of Service; and
|
c)
|
A Layoff Event must occur with respect to the Employee.
|
3.2
|
Participating Groups
. Employees of the Company who are E-Series Payroll Employees shall participate in the Plan. The Compensation Committee may, by written resolution, provide for participation of other Employees as of an effective date specified in the resolution.
|
3.3
|
Layoff Events
. A Layoff Event is an Involuntary Layoff from employment with the Company, but does not include a layoff if:
|
a)
|
The Employee becomes employed by the Company or any Affiliate or Subsidiary of the Company within 90 days of the layoff or refuses an offer of employment by the Company or any Affiliate or Subsidiary of the Company as an E-Series Payroll Employee;
|
b)
|
The layoff occurs (i) because of a merger, sale, spin-off, reorganization, or similar transfer of assets or stock, or because of a change in the operator of a facility or a party to a contract, or because of an outsourcing of work, and (ii) the Employee either continues in Equivalent Employment (in the case of a stock sale or similar transaction), or the Employee is offered Equivalent Employment with the new employer, operator or contractor (or an affiliated business enterprise);
|
c)
|
The layoff occurs because of an act of God, natural disaster or national emergency;
|
d)
|
The layoff occurs because of a strike, picketing of the Company's premises, work stoppage or any similar action that would interrupt or interfere with any operation of the Company; or
|
e)
|
The termination of employment of the Employee is for any reason other than Involuntary Layoff, such as voluntary or temporary layoff, completion of a temporary assignment, resignation, dismissal, retirement, death or leave of absence.
|
4.1
|
Layoff Benefit
. The Layoff Benefit for an Employee who incurs a Layoff Event on or after January 1, 2010 is equal to:
|
a)
|
One year of Base Salary (as in effect immediately prior to the Layoff Event), plus
|
b)
|
The Employee's annual target incentive under the Incentive Plan multiplied by the Company performance score applicable to the Employee under the Incentive Plan for the year during which the Layoff Event occurs, limited to the actual payout under the Incentive Plan, if any, for such year for an active Employee with the same target incentive (and an individual performance score of 1.0) and determined as though the Employee were employed by the same business unit throughout such year as he or she is employed by on the date of the Layoff Event, less
|
c)
|
If applicable, the total of all payments made, or to be made, pursuant to any individual employment, separation or severance agreement.
|
4.2
|
Timing of Payment
. An Employee will receive the portion of the Layoff Benefit described in Section 4.1(a) (as adjusted by Section 4.1(c)) in a lump sum within a reasonable period of time following the Layoff Event, but in no event later than 2-1/2 months after the end of the calendar year in which occurs the Layoff Event. An Employee will receive the portion, if any, of the Layoff Benefit described in Section 4.1(b) (as adjusted by Section 4.1(c)) in a lump sum in the year following the year of the Layoff Event, but in no event later than 2-1/2 months after the end of the year following the year in which occurs the Layoff Event.
|
4.3
|
Limit on Payment
. No Employee shall be paid more than one Layoff Benefit under this Plan.
|
4.4
|
Recovery of Payment
. If a Layoff Benefit is paid to an Employee and the Committee determines that all or part of such payment was not owed under the terms of the Plan, the Company reserves the right to recover such payment, including deducting such amounts from any sums due the Employee.
|
4.5
|
Recovery of Debt
. If an Employee owes the Company an acknowledged debt, including, but not limited to, loans, relocation fees, and travel advances, such debt may be deducted from the Layoff Benefit, subject to applicable state laws.
|
4.6
|
Waiver of Claims
. As a condition to receiving the Layoff Benefit described in Section 4.2, the Employee must execute a release of all claims by submitting to the Company a Waiver and Release form in a form provided by the Company.
|
4.7
|
Death Benefit
. No Layoff Benefits are due under the Plan with respect to an Employee to the extent not received by the Employee prior to his or her death.
|
4.8
|
Forfeiture
. Notwithstanding anything in this Plan to the contrary, the Committee may determine, in its sole discretion, that an Employee will forfeit any part or all of his or her Layoff Benefit if any of the following circumstances occur while employed by the Company or within five (5) years after termination of such employment:
|
1.
|
The Employee 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 Employee, 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 Employee 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 with, 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 Employee takes, in such a manner that is
|
3.
|
The Employee, without the advance approval of The Boeing Company’s Senior Vice President of Human Resources (or equivalent but for title), 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 Employee or any third party.
|
4.
|
The Employee 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 communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
5.
|
The Employee uses or discloses proprietary or confidential information, including but not limited to trade secrets, of the Company. Nothing in this paragraph will apply to legally protected communications to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.
|
5.1
|
Plan Administration
. The Committee will serve as the Plan administrator and named fiduciary pursuant to ERISA. The Committee will have complete control of the administration of the Plan, subject to the provisions hereof, with all powers necessary to enable it to carry out its duties properly in that respect. Not in limitation, but in amplification of the foregoing, it will have the power to interpret the Plan, to apply its discretion, and to determine all questions that may arise hereunder, including all questions
|
5.2
|
Rules and Procedures
. The Committee will establish rules and procedures to be followed by Employees in filing applications for benefits and in other matters required to administer the Plan.
|
5.3
|
Committee Liability
. The members of the Committee shall use ordinary care and diligence in the performance of their duties, but no member shall be personally liable by virtue of any contract, agreement, or other instrument made or executed by a member of the Committee, nor for any mistake or judgment made by such member or by any other member. No member of the Committee will be liable for the neglect, omission or wrongdoing of any other member or of the agents or counsel of the Committee. The Company shall indemnify each member of the Committee against, and hold each member harmless from any and all expenses and liabilities arising out of, any act or omission to act as a member of the Committee, to the fullest extent permitted under the by-laws of the Company.
|
5.4
|
Claim Procedure
. The Committee shall adopt procedures for the presentation of claims for benefits and for the review of the denial of such claims by the Committee. The decision of the Committee upon such review shall be final, subject to appeal rights provided by law.
|
6.1
|
Plan Amendment and Termination
. The Company, acting through the Compensation Committee, may amend or terminate the Plan in whole or in part at any time. Such amendments may include any remedial retroactive changes to comply with the requirements of any law or regulation issued by any government agency to which the Company is subject.
|
6.2
|
Funding
. The Plan shall be unfunded, and Layoff Benefits shall be paid from the general assets of the Company.
|
6.3
|
Benefit Plan Application
. Layoff Benefits and periods for which an Employee receives a Layoff Benefit shall not be considered as compensation or service under any employee benefit plan or program and shall not be counted toward Service under this Plan. Layoff Benefits may not be deferred into the Voluntary Investment Plan or any other cash or deferred arrangement.
|
6.4
|
Provision Against Anticipation
. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, or other legal process, and any attempt to do so shall be void.
|
6.5
|
Employment Status
. Nothing contained in the Plan will be deemed to give any Employee the right to be retained in, or recalled to, the employ of the Company or to interfere with the rights of the Company to discharge any Employee at any time.
|
6.6
|
Facility of Payment
. If any Employee is physically or mentally incapable of giving a valid receipt for any payment due and no legal representative has been appointed for such Employee, the Committee may make such payment to any person or institution maintaining such Employee and the release of such person or institution will be a valid and complete discharge for such payment. Any final payment or distribution to any Employee or the legal representative of the Employee in accordance with the provisions herein will be in full satisfaction of all claims against the Plan, the Committee, and the Company arising under or by virtue of the Plan.
|
6.7
|
Construction
. The validity of the Plan or any of its provisions will be determined under and will be construed according to federal law and, to the extent not preempted thereby or inconsistent therewith, according to the internal laws of the state of Illinois. If any provision of the Plan is held illegal or invalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if said illegal or invalid provision had never been included.
|
6.8
|
Legal Actions
. No legal action may be brought in court on a claim for benefits under the Plan after 180 days following the decision on appeal (or 180 days following the expiration of the time to make an appeal if no appeal is made).
|
6.9
|
Compliance With Code Section 409A
. Notwithstanding anything contained in the Plan to the contrary, the Employee’s rights under this Plan with respect to any Non-Exempt Amount (as defined in Section 4.2)
and the provisions of this Plan relating to such Non-Exempt Amount will be deemed modified in order to comply with the requirements of Code Section 409A to the extent determined by the Committee.
|
|
Years ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|||||
Earnings before income taxes
|
|
$5,568
|
|
|
$7,155
|
|
|
$7,137
|
|
|
$6,232
|
|
|
$5,910
|
|
Fixed charges excluding capitalized interest
|
422
|
|
391
|
|
455
|
|
514
|
|
603
|
|
|||||
Amortization of previously capitalized interest
|
94
|
|
90
|
|
72
|
|
74
|
|
75
|
|
|||||
Net adjustment for earnings from affiliates
|
11
|
|
(34
|
)
|
7
|
|
13
|
|
69
|
|
|||||
Earnings available for fixed charges
|
|
$6,095
|
|
|
$7,602
|
|
|
$7,671
|
|
|
$6,833
|
|
|
$6,657
|
|
Fixed charges:
|
|
|
|
|
|
||||||||||
Interest and debt expense
(1)
|
|
$365
|
|
|
$339
|
|
|
$402
|
|
|
$461
|
|
|
$551
|
|
Interest capitalized during the period
|
170
|
|
158
|
|
102
|
|
87
|
|
74
|
|
|||||
Rentals deemed representative of an interest factor
|
57
|
|
52
|
|
53
|
|
53
|
|
52
|
|
|||||
Total fixed charges
|
|
$592
|
|
|
$549
|
|
|
$557
|
|
|
$601
|
|
|
$677
|
|
Ratio of earnings to fixed charges
|
10.3
|
|
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
.
|
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 Limited
|
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 European Holdings Limited
|
United Kingdom
|
Boeing Global Holdings Corporation
|
Delaware
|
Boeing Intellectual Property Licensing Company
|
Delaware
|
Boeing International B.V.
|
Netherlands
|
Boeing International Logistics Spares, Inc.
|
Delaware
|
Boeing Logistics Spares, Inc.
|
Delaware
|
Boeing Netherlands B.V.
|
Netherlands
|
Boeing Netherlands C.V.
|
Netherlands
|
Boeing Operations International, Incorporated
|
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;
|
(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
|
|