☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE BOEING COMPANY
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Delaware
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91-0425694
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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100 N. Riverside Plaza,
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Chicago,
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IL
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60606-1596
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(Address of principal executive offices)
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(Zip Code)
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(312)
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544-2000
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Large Accelerated Filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $5.00 Par Value
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BA
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New York Stock Exchange
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Part I. Financial Information (Unaudited)
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Part II. Other Information
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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(Dollars in millions, except per share data)
|
Three months ended March 31
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||||||
|
2020
|
|
|
2019
|
|
||
Sales of products
|
|
$14,191
|
|
|
|
$20,225
|
|
Sales of services
|
2,717
|
|
|
2,692
|
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Total revenues
|
16,908
|
|
|
22,917
|
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||
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|
|
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|||
Cost of products
|
(14,713
|
)
|
|
(16,238
|
)
|
||
Cost of services
|
(2,043
|
)
|
|
(2,389
|
)
|
||
Boeing Capital interest expense
|
(12
|
)
|
|
(18
|
)
|
||
Total costs and expenses
|
(16,768
|
)
|
|
(18,645
|
)
|
||
|
140
|
|
|
4,272
|
|
||
(Loss)/income from operating investments, net
|
(2
|
)
|
|
20
|
|
||
General and administrative expense
|
(873
|
)
|
|
(1,184
|
)
|
||
Research and development expense, net
|
(672
|
)
|
|
(866
|
)
|
||
Gain on dispositions, net
|
54
|
|
|
108
|
|
||
(Loss)/earnings from operations
|
(1,353
|
)
|
|
2,350
|
|
||
Other income, net
|
112
|
|
|
106
|
|
||
Interest and debt expense
|
(262
|
)
|
|
(123
|
)
|
||
(Loss)/earnings before income taxes
|
(1,503
|
)
|
|
2,333
|
|
||
Income tax benefit/(expense)
|
862
|
|
|
(184
|
)
|
||
Net (loss)/earnings
|
(641
|
)
|
|
2,149
|
|
||
Less: net loss attributable to noncontrolling interest
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(13
|
)
|
|
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Net (loss)/earnings attributable to Boeing Shareholders
|
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($628
|
)
|
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|
$2,149
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Basic (loss)/earnings per share
|
|
($1.11
|
)
|
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$3.79
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|
|
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Diluted (loss)/earnings per share
|
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($1.11
|
)
|
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$3.75
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Weighted average diluted shares (millions)
|
565.9
|
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572.4
|
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(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Net (loss)/earnings
|
|
($641
|
)
|
|
|
$2,149
|
|
Other comprehensive (loss)/income, net of tax:
|
|
|
|
||||
Currency translation adjustments
|
(77
|
)
|
|
1
|
|
||
Unrealized gain on certain investments, net of tax of $0 and $0
|
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1
|
|
|||
Unrealized (loss)/gain on derivative instruments:
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|
|
||||
Unrealized (loss)/gain arising during period, net of tax of $77 and ($3)
|
(275
|
)
|
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11
|
|
||
Reclassification adjustment for losses/(gains) included in net earnings, net of tax of ($1) and $1
|
2
|
|
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(2
|
)
|
||
Total unrealized (loss)/gain on derivative instruments, net of tax
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(273
|
)
|
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9
|
|
||
Defined benefit pension plans and other postretirement benefits:
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|
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Amortization of prior service credits included in net periodic pension cost, net of tax of $6 and $6
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(23
|
)
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(23
|
)
|
||
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($53) and ($32)
|
193
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|
|
118
|
|
||
Pension and postretirement cost related to our equity method investments, net of tax of $0 and ($2)
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8
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Total defined benefit pension plans and other postretirement benefits, net of tax
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170
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103
|
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Other comprehensive (loss)/income, net of tax
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(180
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)
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114
|
|
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Comprehensive (loss)/income, net of tax
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(821
|
)
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2,263
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Less: Comprehensive loss related to noncontrolling interest
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(13
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)
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Comprehensive (loss)/income attributable to Boeing Shareholders, net of tax
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($808
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)
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$2,263
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(Dollars in millions, except per share data)
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March 31
2020 |
|
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December 31
2019 |
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Assets
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|
|
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||||
Cash and cash equivalents
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$15,039
|
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$9,485
|
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Short-term and other investments
|
488
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545
|
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Accounts receivable, net
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3,211
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3,266
|
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Unbilled receivables, net
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9,365
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9,043
|
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Current portion of customer financing, net
|
149
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|
162
|
|
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Inventories
|
80,020
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|
76,622
|
|
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Other current assets, net
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2,739
|
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|
3,106
|
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||
Total current assets
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111,011
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102,229
|
|
||
Customer financing, net
|
2,116
|
|
|
2,136
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||
Property, plant and equipment, net of accumulated depreciation of $19,591 and $19,342
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12,405
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|
12,502
|
|
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Goodwill
|
8,057
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|
8,060
|
|
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Acquired intangible assets, net
|
3,256
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|
3,338
|
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||
Deferred income taxes
|
678
|
|
|
683
|
|
||
Investments
|
1,124
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|
|
1,092
|
|
||
Other assets, net of accumulated amortization of $611 and $580
|
4,428
|
|
|
3,585
|
|
||
Total assets
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|
$143,075
|
|
|
|
$133,625
|
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Liabilities and equity
|
|
|
|
||||
Accounts payable
|
|
$14,963
|
|
|
|
$15,553
|
|
Accrued liabilities
|
21,483
|
|
|
22,868
|
|
||
Advances and progress billings
|
52,883
|
|
|
51,551
|
|
||
Short-term debt and current portion of long-term debt
|
5,173
|
|
|
7,340
|
|
||
Total current liabilities
|
94,502
|
|
|
97,312
|
|
||
Deferred income taxes
|
336
|
|
|
413
|
|
||
Accrued retiree health care
|
4,483
|
|
|
4,540
|
|
||
Accrued pension plan liability, net
|
15,962
|
|
|
16,276
|
|
||
Other long-term liabilities
|
3,398
|
|
|
3,422
|
|
||
Long-term debt
|
33,754
|
|
|
19,962
|
|
||
Total liabilities
|
152,435
|
|
|
141,925
|
|
||
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
|
6,595
|
|
|
6,745
|
|
||
Treasury stock, at cost - 447,947,807 and 449,352,405 shares
|
(54,842
|
)
|
|
(54,914
|
)
|
||
Retained earnings
|
49,854
|
|
|
50,644
|
|
||
Accumulated other comprehensive loss
|
(16,333
|
)
|
|
(16,153
|
)
|
||
Total shareholders’ equity
|
(9,665
|
)
|
|
(8,617
|
)
|
||
Noncontrolling interests
|
305
|
|
|
317
|
|
||
Total equity
|
(9,360
|
)
|
|
(8,300
|
)
|
||
Total liabilities and equity
|
|
$143,075
|
|
|
|
$133,625
|
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Cash flows – operating activities:
|
|
|
|
||||
Net (loss)/earnings
|
|
($641
|
)
|
|
|
$2,149
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Non-cash items –
|
|
|
|
||||
Share-based plans expense
|
55
|
|
|
47
|
|
||
Depreciation and amortization
|
556
|
|
|
521
|
|
||
Investment/asset impairment charges, net
|
26
|
|
|
34
|
|
||
Customer financing valuation adjustments
|
|
|
|
249
|
|
||
Gain on dispositions, net
|
(54
|
)
|
|
(108
|
)
|
||
Other charges and credits, net
|
97
|
|
|
74
|
|
||
Changes in assets and liabilities –
|
|
|
|
||||
Accounts receivable
|
(54
|
)
|
|
206
|
|
||
Unbilled receivables
|
(402
|
)
|
|
(183
|
)
|
||
Advances and progress billings
|
1,337
|
|
|
1,857
|
|
||
Inventories
|
(2,973
|
)
|
|
(2,725
|
)
|
||
Other current assets
|
328
|
|
|
164
|
|
||
Accounts payable
|
(1,030
|
)
|
|
1,624
|
|
||
Accrued liabilities
|
(583
|
)
|
|
(919
|
)
|
||
Income taxes receivable, payable and deferred
|
(892
|
)
|
|
116
|
|
||
Other long-term liabilities
|
(69
|
)
|
|
(281
|
)
|
||
Pension and other postretirement plans
|
(179
|
)
|
|
(188
|
)
|
||
Customer financing, net
|
23
|
|
|
152
|
|
||
Other
|
153
|
|
|
(1
|
)
|
||
Net cash (used)/provided by operating activities
|
(4,302
|
)
|
|
2,788
|
|
||
Cash flows – investing activities:
|
|
|
|
||||
Property, plant and equipment additions
|
(428
|
)
|
|
(501
|
)
|
||
Property, plant and equipment reductions
|
58
|
|
|
110
|
|
||
Acquisitions, net of cash acquired
|
|
|
|
(276
|
)
|
||
Contributions to investments
|
(244
|
)
|
|
(457
|
)
|
||
Proceeds from investments
|
227
|
|
|
366
|
|
||
Other
|
8
|
|
|
(9
|
)
|
||
Net cash used by investing activities
|
(379
|
)
|
|
(767
|
)
|
||
Cash flows – financing activities:
|
|
|
|
||||
New borrowings
|
17,433
|
|
|
5,237
|
|
||
Debt repayments
|
(5,854
|
)
|
|
(4,374
|
)
|
||
Contributions from noncontrolling interests
|
|
|
|
7
|
|
||
Stock options exercised
|
21
|
|
|
42
|
|
||
Employee taxes on certain share-based payment arrangements
|
(162
|
)
|
|
(233
|
)
|
||
Common shares repurchased
|
|
|
|
(2,341
|
)
|
||
Dividends paid
|
(1,158
|
)
|
|
(1,161
|
)
|
||
Net cash provided/(used) by financing activities
|
10,280
|
|
|
(2,823
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents, including restricted
|
(47
|
)
|
|
1
|
|
||
Net increase/(decrease) in cash & cash equivalents, including restricted
|
5,552
|
|
|
(801
|
)
|
||
Cash & cash equivalents, including restricted, at beginning of year
|
9,571
|
|
|
7,813
|
|
||
Cash & cash equivalents, including restricted, at end of period
|
15,123
|
|
|
7,012
|
|
||
Less restricted cash & cash equivalents, included in Investments
|
84
|
|
|
176
|
|
||
Cash and cash equivalents at end of period
|
|
$15,039
|
|
|
|
$6,836
|
|
|
Boeing shareholders
|
|
|
||||||||||||||||||
(Dollars in millions, except per share data)
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Non-
controlling
Interests
|
|
Total
|
|
|||||||
Balance at January 1, 2019
|
|
$5,061
|
|
|
$6,768
|
|
|
($52,348
|
)
|
|
$55,941
|
|
|
($15,083
|
)
|
|
$71
|
|
|
$410
|
|
Net earnings
|
|
|
|
2,149
|
|
|
|
|
2,149
|
|
|||||||||||
Other comprehensive income, net of tax of ($30)
|
|
|
|
|
114
|
|
|
114
|
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
47
|
|
|
|
|
|
|
47
|
|
|||||||||||
Treasury shares issued for stock options exercised, net
|
|
(36
|
)
|
77
|
|
|
|
|
41
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(206
|
)
|
(18
|
)
|
|
|
|
(224
|
)
|
|||||||||||
Common shares repurchased
|
|
|
(2,341
|
)
|
|
|
|
(2,341
|
)
|
||||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
36
|
|
36
|
|
||||||||||||
Balance at March 31, 2019
|
|
$5,061
|
|
|
$6,573
|
|
|
($54,630
|
)
|
|
$58,090
|
|
|
($14,969
|
)
|
|
$107
|
|
|
$232
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2019
|
|
$5,061
|
|
|
$6,745
|
|
|
($54,914
|
)
|
|
$50,644
|
|
|
($16,153
|
)
|
|
$317
|
|
|
($8,300
|
)
|
Impact of ASU 2016-13
|
|
|
|
(162
|
)
|
|
|
(162
|
)
|
||||||||||||
Balance at January 1, 2020
|
|
$5,061
|
|
|
$6,745
|
|
|
($54,914
|
)
|
|
$50,482
|
|
|
($16,153
|
)
|
|
$317
|
|
|
($8,462
|
)
|
Net loss
|
|
|
|
(628
|
)
|
|
(13
|
)
|
(641
|
)
|
|||||||||||
Other comprehensive income, net of tax of $29
|
|
|
|
|
(180
|
)
|
|
(180
|
)
|
||||||||||||
Share-based compensation and related dividend equivalents
|
|
55
|
|
|
|
|
|
|
55
|
|
|||||||||||
Treasury shares issued for stock options exercised, net
|
|
(16
|
)
|
36
|
|
|
|
|
20
|
|
|||||||||||
Treasury shares issued for other share-based plans, net
|
|
(189
|
)
|
36
|
|
|
|
|
(153
|
)
|
|||||||||||
Changes in noncontrolling interests
|
|
|
|
|
|
1
|
|
1
|
|
||||||||||||
Balance at March 31, 2020
|
|
$5,061
|
|
|
$6,595
|
|
|
($54,842
|
)
|
|
$49,854
|
|
|
($16,333
|
)
|
|
$305
|
|
|
($9,360
|
)
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues:
|
|
|
|
||||
Commercial Airplanes
|
|
$6,205
|
|
|
|
$11,822
|
|
Defense, Space & Security
|
6,042
|
|
|
6,587
|
|
||
Global Services
|
4,628
|
|
|
4,619
|
|
||
Boeing Capital
|
65
|
|
|
66
|
|
||
Unallocated items, eliminations and other
|
(32
|
)
|
|
(177
|
)
|
||
Total revenues
|
|
$16,908
|
|
|
|
$22,917
|
|
(Loss)/earnings from operations:
|
|
|
|
||||
Commercial Airplanes
|
|
($2,068
|
)
|
|
|
$1,173
|
|
Defense, Space & Security
|
(191
|
)
|
|
852
|
|
||
Global Services
|
708
|
|
|
653
|
|
||
Boeing Capital
|
24
|
|
|
20
|
|
||
Segment operating (loss)/profit
|
(1,527
|
)
|
|
2,698
|
|
||
Unallocated items, eliminations and other
|
(173
|
)
|
|
(712
|
)
|
||
FAS/CAS service cost adjustment
|
347
|
|
|
364
|
|
||
(Loss)/earnings from operations
|
(1,353
|
)
|
|
2,350
|
|
||
Other income, net
|
112
|
|
|
106
|
|
||
Interest and debt expense
|
(262
|
)
|
|
(123
|
)
|
||
(Loss)/earnings before income taxes
|
(1,503
|
)
|
|
2,333
|
|
||
Income tax benefit/(expense)
|
862
|
|
|
(184
|
)
|
||
Net (loss)/earnings
|
(641
|
)
|
|
2,149
|
|
||
Less: Net loss attributable to noncontrolling interest
|
(13
|
)
|
|
|
|
||
Net (loss)/earnings attributable to Boeing Shareholders
|
|
($628
|
)
|
|
|
$2,149
|
|
(In millions - except per share amounts)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
(Decrease)/increase to Revenue
|
|
($434
|
)
|
|
|
$160
|
|
(Decrease)/increase to (Loss)/earnings from operations
|
|
($839
|
)
|
|
|
$147
|
|
(Decrease)/increase to Diluted EPS
|
|
($0.63
|
)
|
|
|
$0.24
|
|
(In millions - except per share amounts)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Net (loss)/earnings attributable to Boeing Shareholders
|
|
($628
|
)
|
|
|
$2,149
|
|
Less: earnings available to participating securities
|
|
|
|
2
|
|
||
Net (loss)/earnings available to common shareholders
|
|
($628
|
)
|
|
|
$2,147
|
|
Basic
|
|
|
|
||||
Basic weighted average shares outstanding
|
565.9
|
|
|
567.7
|
|
||
Less: participating securities
|
0.5
|
|
|
0.6
|
|
||
Basic weighted average common shares outstanding
|
565.4
|
|
|
567.1
|
|
||
Diluted
|
|
|
|
||||
Basic weighted average shares outstanding
|
565.9
|
|
|
567.7
|
|
||
Dilutive potential common shares(1)
|
|
|
4.7
|
|
|||
Diluted weighted average shares outstanding
|
565.9
|
|
|
572.4
|
|
||
Less: participating securities
|
0.5
|
|
|
0.6
|
|
||
Diluted weighted average common shares outstanding
|
565.4
|
|
|
571.8
|
|
||
Net (loss)/earnings per share:
|
|
|
|
||||
Basic
|
|
($1.11
|
)
|
|
|
$3.79
|
|
Diluted
|
(1.11
|
)
|
|
3.75
|
|
(1)
|
Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.
|
(Shares in millions)
|
Three months ended March 31
|
||||
|
2020
|
|
|
2019
|
|
Performance awards
|
6.7
|
|
|
2.6
|
|
Performance-based restricted stock units
|
1.4
|
|
|
0.5
|
|
|
Accounts receivable, net
|
|
Unbilled receivables, net
|
|
Other Current Assets, net
|
|
Customer financing, net
|
|
Other Assets, net
|
|
Total
|
|||||||
Balance at January 1, 2020
|
|
($138
|
)
|
|
($81
|
)
|
|
($38
|
)
|
|
($5
|
)
|
|
($75
|
)
|
|
($337
|
)
|
Changes in estimates
|
(29
|
)
|
1
|
|
(10
|
)
|
|
|
|
|
(38
|
)
|
||||||
Write-offs
|
1
|
|
|
|
|
|
|
|
|
|
1
|
|
||||||
Balance at March 31, 2020
|
|
($166
|
)
|
|
($80
|
)
|
|
($48
|
)
|
|
($5
|
)
|
|
($75
|
)
|
|
($374
|
)
|
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Long-term contracts in progress
|
|
$990
|
|
|
|
$1,187
|
|
Commercial aircraft programs
|
68,719
|
|
|
66,016
|
|
||
Commercial spare parts, used aircraft, general stock materials and other
|
10,311
|
|
|
9,419
|
|
||
Total
|
|
$80,020
|
|
|
|
$76,622
|
|
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Financing receivables:
|
|
|
|
||||
Investment in sales-type/finance leases
|
|
$1,002
|
|
|
|
$1,029
|
|
Notes
|
452
|
|
|
443
|
|
||
Total financing receivables
|
1,454
|
|
|
1,472
|
|
||
Operating lease equipment, at cost, less accumulated depreciation of $231 and $235
|
816
|
|
|
834
|
|
||
Gross customer financing
|
2,270
|
|
|
2,306
|
|
||
Less allowance for losses on receivables
|
(5
|
)
|
|
(8
|
)
|
||
Total
|
|
$2,265
|
|
|
|
$2,298
|
|
Rating categories
|
Current
|
2019
|
2018
|
2017
|
2016
|
Prior
|
Total
|
||||||||||||||
BBB
|
|
|
|
|
|
|
|
|
|
|
|
$449
|
|
|
$449
|
|
|||||
BB
|
|
$33
|
|
|
$53
|
|
|
$17
|
|
|
|
|
|
156
|
|
259
|
|
||||
B
|
|
|
38
|
|
|
|
|
$106
|
|
|
|
188
|
|
332
|
|
||||||
CCC
|
|
|
1
|
|
|
|
205
|
|
|
$194
|
|
14
|
|
414
|
|
||||||
Total carrying value of financing receivables
|
|
$33
|
|
|
$92
|
|
|
$17
|
|
|
$311
|
|
|
$194
|
|
|
$807
|
|
|
$1,454
|
|
|
March 31
2020 |
|
|
December 31
2019 |
|
||
717 Aircraft ($118 and $124 accounted for as operating leases)
|
|
$708
|
|
|
|
$736
|
|
747-8 Aircraft ($130 and $130 accounted for as operating leases)
|
489
|
|
|
475
|
|
||
737 Aircraft ($236 and $240 accounted for as operating leases)
|
258
|
|
|
263
|
|
||
777 Aircraft ($233 and $236 accounted for as operating leases)
|
235
|
|
|
240
|
|
||
MD-80 Aircraft (accounted for as sales-type finance leases)
|
188
|
|
|
186
|
|
||
757 Aircraft ($21 and $22 accounted for as operating leases)
|
177
|
|
|
182
|
|
||
747-400 Aircraft ($29 and $31 accounted for as operating leases)
|
84
|
|
|
90
|
|
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Equity method investments (1)
|
|
$1,062
|
|
|
|
$1,031
|
|
Time deposits
|
173
|
|
|
50
|
|
||
Available for sale debt instruments
|
226
|
|
|
405
|
|
||
Equity and other investments
|
67
|
|
|
65
|
|
||
Restricted cash & cash equivalents(2)
|
84
|
|
|
86
|
|
||
Total
|
|
$1,612
|
|
|
|
$1,637
|
|
(1)
|
Dividends received were $33 and $63 for the three months ended March 31, 2020 and 2019.
|
(2)
|
Reflects amounts restricted in support of our workers’ compensation programs, employee benefit programs, and insurance premiums.
|
|
2020
|
|
|
Beginning balance – January 1
|
|
$7,389
|
|
Reductions for payments made
|
(671
|
)
|
|
Reductions for concessions and other in-kind considerations
|
(2
|
)
|
|
Changes in estimates
|
(30
|
)
|
|
Ending balance – March 31
|
|
$6,686
|
|
|
2020
|
|
|
2019
|
|
||
Beginning balance – January 1
|
|
$570
|
|
|
|
$555
|
|
Reductions for payments made
|
(9
|
)
|
|
(11
|
)
|
||
Changes in estimates
|
7
|
|
|
4
|
|
||
Ending balance – March 31
|
|
$568
|
|
|
|
$548
|
|
|
2020
|
|
|
2019
|
|
||
Beginning balance – January 1
|
|
$1,267
|
|
|
|
$1,127
|
|
Additions for current year deliveries
|
23
|
|
|
50
|
|
||
Reductions for payments made
|
(82
|
)
|
|
(8
|
)
|
||
Changes in estimates
|
341
|
|
|
(60
|
)
|
||
Ending balance – March 31
|
|
$1,549
|
|
|
|
$1,109
|
|
|
Total
|
|
|
April through December 2020
|
|
$3,366
|
|
2021
|
2,737
|
|
|
2022
|
852
|
|
|
2023
|
1,951
|
|
|
2024
|
1,174
|
|
|
Thereafter
|
3,096
|
|
|
|
|
$13,176
|
|
|
Maximum
Potential Payments
|
|
Estimated Proceeds from
Collateral/Recourse
|
|
Carrying Amount of
Liabilities
|
|||||||||||||||
|
March 31
2020 |
|
December 31
2019 |
|
|
March 31
2020 |
|
December 31
2019 |
|
|
March 31
2020 |
|
December 31
2019 |
|
||||||
Contingent repurchase commitments
|
|
$1,570
|
|
|
$1,570
|
|
|
|
$1,570
|
|
|
$1,570
|
|
|
|
|
|
|
||
Indemnifications to ULA:
|
|
|
|
|
|
|
|
|
||||||||||||
Contributed Delta inventory
|
30
|
|
30
|
|
|
|
|
|
|
|
||||||||||
Inventory supply agreement
|
34
|
|
34
|
|
|
|
|
|
|
|
|
|
||||||||
Questioned costs
|
|
|
317
|
|
|
|
|
|
|
|
|
$48
|
|
|||||||
Credit guarantees
|
478
|
|
92
|
|
|
33
|
|
36
|
|
|
|
$23
|
|
16
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
||||
Service cost
|
|
|
|
|
$1
|
|
|
|
$21
|
|
|
|
$19
|
|
|
Interest cost
|
|
$614
|
|
|
731
|
|
|
36
|
|
|
49
|
|
|||
Expected return on plan assets
|
(939
|
)
|
|
(965
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Amortization of prior service credits
|
(20
|
)
|
|
(20
|
)
|
|
(9
|
)
|
|
(9
|
)
|
||||
Recognized net actuarial loss/(gain)
|
258
|
|
|
161
|
|
|
(12
|
)
|
|
(11
|
)
|
||||
Net periodic benefit (income)/cost
|
|
($87
|
)
|
|
|
($92
|
)
|
|
|
$34
|
|
|
|
$46
|
|
|
|
|
|
|
|
|
|
||||||||
Net periodic benefit cost included in (Loss)/earnings from operations
|
|
|
|
$78
|
|
|
|
$21
|
|
|
|
$22
|
|
||
Net periodic benefit (income)/cost included in Other income, net
|
|
($87
|
)
|
|
(93
|
)
|
|
13
|
|
|
27
|
|
|||
Net periodic benefit (income)/cost included in (Loss)/earnings before income taxes
|
|
($87
|
)
|
|
|
($15
|
)
|
|
|
$34
|
|
|
|
$49
|
|
|
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, 2019
|
|
($101
|
)
|
|
|
|
|
($62
|
)
|
|
|
($14,920
|
)
|
|
|
($15,083
|
)
|
||
Other comprehensive (loss)/income before reclassifications
|
1
|
|
|
1
|
|
|
11
|
|
|
8
|
|
|
21
|
|
|||||
Amounts reclassified from AOCI
|
|
|
|
|
(2
|
)
|
|
95
|
|
(2)
|
93
|
|
|||||||
Net current period Other comprehensive (loss)/income
|
1
|
|
|
1
|
|
|
9
|
|
|
103
|
|
|
114
|
|
|||||
Balance at March 31, 2019
|
|
($100
|
)
|
|
|
$1
|
|
|
|
($53
|
)
|
|
|
($14,817
|
)
|
|
|
($14,969
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at January 1, 2020
|
|
($128
|
)
|
|
|
$1
|
|
|
|
($84
|
)
|
|
|
($15,942
|
)
|
|
|
($16,153
|
)
|
Other comprehensive (loss)/income before reclassifications
|
(77
|
)
|
|
|
|
(275
|
)
|
|
|
|
(352
|
)
|
|||||||
Amounts reclassified from AOCI
|
|
|
|
|
2
|
|
|
170
|
|
(2)
|
172
|
|
|||||||
Net current period Other comprehensive (loss)/income
|
(77
|
)
|
|
|
|
(273
|
)
|
|
170
|
|
|
(180
|
)
|
||||||
Balance at March 31, 2020
|
|
($205
|
)
|
|
|
$1
|
|
|
|
($357
|
)
|
|
|
($15,772
|
)
|
|
|
($16,333
|
)
|
|
Notional amounts (1)
|
Other assets
|
Accrued liabilities
|
|||||||||||||||
|
March 31
2020 |
|
December 31
2019 |
|
March 31
2020 |
|
December 31
2019 |
|
March 31
2020 |
|
December 31
2019 |
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
$3,399
|
|
|
$2,590
|
|
|
$5
|
|
|
$29
|
|
|
($285
|
)
|
|
($60
|
)
|
Commodity contracts
|
503
|
|
645
|
|
2
|
|
4
|
|
(163
|
)
|
(72
|
)
|
||||||
Derivatives not receiving hedge accounting treatment:
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
181
|
|
285
|
|
4
|
|
1
|
|
(2
|
)
|
(6
|
)
|
||||||
Commodity contracts
|
583
|
|
1,644
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
$4,666
|
|
|
$5,164
|
|
|
$11
|
|
|
$34
|
|
|
($450
|
)
|
|
($138
|
)
|
Netting arrangements
|
|
|
(9
|
)
|
(20
|
)
|
9
|
|
20
|
|
||||||||
Net recorded balance
|
|
|
|
$2
|
|
|
$14
|
|
|
($441
|
)
|
|
($118
|
)
|
(1)
|
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
|
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Recognized in Other comprehensive income, net of taxes:
|
|
|
|
||||
Foreign exchange contracts
|
|
($197
|
)
|
|
|
$22
|
|
Commodity contracts
|
(78
|
)
|
|
(11
|
)
|
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Foreign exchange contracts
|
|
|
|
||||
Revenues
|
|
($1
|
)
|
|
|
$5
|
|
Costs and expenses
|
(1
|
)
|
|
(5
|
)
|
||
General and administrative
|
|
|
1
|
|
|||
Commodity contracts
|
|
|
|
||||
Costs and expenses
|
(1
|
)
|
|
1
|
|
||
General and administrative expense
|
|
|
1
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
|
$3,658
|
|
|
|
$3,658
|
|
|
|
|
|
$2,562
|
|
|
|
$2,562
|
|
|
|
||||
Available-for-sale debt investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial paper
|
67
|
|
|
|
|
|
$67
|
|
|
108
|
|
|
|
|
|
$108
|
|
||||||
Corporate notes
|
159
|
|
|
|
|
159
|
|
|
242
|
|
|
|
|
242
|
|
||||||||
U.S. government agencies
|
|
|
|
|
|
|
|
|
55
|
|
|
55
|
|
|
|
||||||||
Other equity investments
|
35
|
|
|
35
|
|
|
|
|
33
|
|
|
33
|
|
|
|
||||||||
Derivatives
|
2
|
|
|
|
|
2
|
|
|
14
|
|
|
|
|
14
|
|
||||||||
Total assets
|
|
$3,921
|
|
|
|
$3,693
|
|
|
|
$228
|
|
|
|
$3,014
|
|
|
|
$2,650
|
|
|
|
$364
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives
|
|
($441
|
)
|
|
|
|
|
($441
|
)
|
|
|
($118
|
)
|
|
|
|
|
($118
|
)
|
||||
Total liabilities
|
|
($441
|
)
|
|
|
|
|
($441
|
)
|
|
|
($118
|
)
|
|
|
|
|
($118
|
)
|
|
2020
|
|
2019
|
||||||||||||
|
Fair
Value
|
|
|
Total
Losses
|
|
|
Fair
Value
|
|
|
Total
Losses
|
|
||||
Investments
|
|
$52
|
|
|
|
($21
|
)
|
|
|
$90
|
|
|
|
($33
|
)
|
Property, plant and equipment
|
36
|
|
|
(5
|
)
|
|
43
|
|
|
(1
|
)
|
||||
Total
|
|
$88
|
|
|
|
($26
|
)
|
|
|
$133
|
|
|
|
($34
|
)
|
|
March 31, 2020
|
||||||||||||
|
Carrying
Amount
|
|
Total Fair
Value
|
|
Level 1
|
Level 2
|
|
Level 3
|
|
||||
Assets
|
|
|
|
|
|
||||||||
Notes receivable, net
|
|
$452
|
|
|
$428
|
|
|
|
$428
|
|
|
||
Liabilities
|
|
|
|
|
|
||||||||
Debt, excluding commercial paper and capital lease obligations
|
(34,010
|
)
|
(32,796
|
)
|
|
(32,759
|
)
|
|
($37
|
)
|
|
December 31, 2019
|
||||||||||||
|
Carrying
Amount
|
|
Total Fair
Value
|
|
Level 1
|
Level 2
|
|
Level 3
|
|
||||
Assets
|
|
|
|
|
|
||||||||
Notes receivable, net
|
|
$443
|
|
|
$444
|
|
|
|
$444
|
|
|
||
Liabilities
|
|
|
|
|
|
||||||||
Debt, excluding capital lease obligations and commercial paper
|
(20,964
|
)
|
(23,119
|
)
|
|
(23,081
|
)
|
|
($38
|
)
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
2019
|
||||
Revenue from contracts with customers:
|
|
|
|
||||
Europe
|
|
$1,970
|
|
|
|
$1,661
|
|
Asia
|
1,159
|
|
|
3,174
|
|
||
Middle East
|
549
|
|
|
1,110
|
|
||
Other
|
311
|
|
|
1,538
|
|
||
Total non-U.S. revenues
|
3,989
|
|
|
7,483
|
|
||
United States
|
2,174
|
|
|
4,170
|
|
||
Estimated potential concessions and other considerations to 737 MAX customers, net
|
30
|
|
|
|
|
||
Total revenues from contracts with customers
|
6,193
|
|
|
11,653
|
|
||
Intersegment revenues eliminated on consolidation
|
12
|
|
|
169
|
|
||
Total segment revenues
|
|
$6,205
|
|
|
|
$11,822
|
|
|
|
|
|
||||
Revenue recognized on fixed-price contracts
|
100
|
%
|
|
100
|
%
|
||
|
|
|
|
||||
Revenue recognized at a point in time
|
100
|
%
|
|
100
|
%
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
2019
|
||||
Revenue from contracts with customers:
|
|
|
|
||||
U.S. customers
|
|
$4,316
|
|
|
|
$4,883
|
|
Non U.S. customers(1)
|
1,726
|
|
|
1,704
|
|
||
Total segment revenue from contracts with customers
|
|
$6,042
|
|
|
|
$6,587
|
|
|
|
|
|
||||
Revenue recognized over time
|
99
|
%
|
|
98
|
%
|
||
|
|
|
|
||||
Revenue recognized on fixed-price contracts
|
67
|
%
|
|
69
|
%
|
||
|
|
|
|
||||
Revenue from the U.S. government(1)
|
89
|
%
|
|
88
|
%
|
(1)
|
Includes revenues earned from foreign military sales through the U.S. government.
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
2019
|
||||
Revenue from contracts with customers:
|
|
|
|
||||
Commercial
|
|
$2,523
|
|
|
|
$2,585
|
|
Government
|
2,033
|
|
|
1,997
|
|
||
Total revenues from contracts with customers
|
4,556
|
|
|
4,582
|
|
||
Intersegment revenues eliminated on consolidation
|
72
|
|
|
37
|
|
||
Total segment revenues
|
|
$4,628
|
|
|
|
$4,619
|
|
|
|
|
|
||||
Revenue recognized at a point in time
|
55
|
%
|
|
57
|
%
|
||
|
|
|
|
||||
Revenue recognized on fixed-price contracts
|
89
|
%
|
|
89
|
%
|
||
|
|
|
|
||||
Revenue from the U.S. government(1)
|
35
|
%
|
|
33
|
%
|
(1)
|
Includes revenues earned from foreign military sales through the U.S. government.
|
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Share-based plans
|
|
($18
|
)
|
|
|
($14
|
)
|
Deferred compensation
|
193
|
|
|
(102
|
)
|
||
Amortization of previously capitalized interest
|
(23
|
)
|
|
(24
|
)
|
||
Research and development expense, net
|
(54
|
)
|
|
(78
|
)
|
||
Customer financing impairment
|
|
|
|
(250
|
)
|
||
Eliminations and other unallocated items
|
(271
|
)
|
|
(244
|
)
|
||
Unallocated items, eliminations and other
|
|
($173
|
)
|
|
|
($712
|
)
|
|
|
|
|
||||
Pension FAS/CAS service cost adjustment
|
|
$255
|
|
|
|
$274
|
|
Postretirement FAS/CAS service cost adjustment
|
92
|
|
|
90
|
|
||
FAS/CAS service cost adjustment
|
|
$347
|
|
|
|
$364
|
|
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Commercial Airplanes
|
|
$76,898
|
|
|
|
$73,995
|
|
Defense, Space & Security
|
15,789
|
|
|
15,757
|
|
||
Global Services
|
19,043
|
|
|
18,605
|
|
||
Boeing Capital
|
2,228
|
|
|
2,269
|
|
||
Unallocated items, eliminations and other
|
29,117
|
|
|
22,999
|
|
||
Total
|
|
$143,075
|
|
|
|
$133,625
|
|
FORWARD-LOOKING STATEMENTS
|
|
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions generally identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact.
|
|
|
|
Forward-looking statements are based on expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to:
|
|
|
|
(1)
|
the COVID-19 pandemic and related government actions, including with respect to our operations and access to suppliers, our liquidity and access to funding, the health of our customers and suppliers, and future demand for our products and services;
|
|
|
(2)
|
the 737 MAX, including the timing and conditions of 737 MAX regulatory approvals, delays in the resumption of production, lower than planned production rates and/or delivery rates, and increased considerations to customers and suppliers;
|
|
|
(3)
|
general conditions in the economy and our industry, including those due to regulatory changes;
|
|
|
(4)
|
our reliance on our commercial airline customers;
|
|
|
(5)
|
the overall health of our aircraft production system, planned commercial aircraft production rate changes, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards;
|
|
|
(6)
|
changing budget and appropriation levels and acquisition priorities of the U.S. government;
|
|
|
(7)
|
our dependence on U.S. government contracts;
|
|
|
(8)
|
our reliance on fixed-price contracts;
|
|
|
(9)
|
our reliance on cost-type contracts;
|
|
|
(10)
|
uncertainties concerning contracts that include in-orbit incentive payments;
|
|
|
(11)
|
our dependence on our subcontractors and suppliers as well as the availability of raw materials;
|
|
|
(12)
|
changes in accounting estimates;
|
|
|
(13)
|
changes in the competitive landscape in our markets;
|
|
|
(14)
|
our non-U.S. operations, including sales to non-U.S. customers;
|
|
|
(15)
|
threats to the security of our or our customers' information;
|
|
|
(16)
|
potential adverse developments in new or pending litigation and/or government investigations;
|
|
|
(17)
|
customer and aircraft concentration in our customer financing portfolio;
|
|
|
(18)
|
changes in our ability to obtain debt on commercially reasonable terms and at competitive rates;
|
(19)
|
realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;
|
|
|
(20)
|
the adequacy of our insurance coverage to cover significant risk exposures;
|
|
|
(21)
|
potential business disruptions, including those related to physical security threats, information technology or cyber attacks, epidemics, sanctions or natural disasters;
|
|
|
(22)
|
work stoppages or other labor disruptions;
|
|
|
(23)
|
substantial pension and other postretirement benefit obligations; and
|
|
|
(24)
|
potential environmental liabilities.
|
|
|
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking information speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
|
|
|
|
|
|
|
|
(Dollars in millions, except per share data)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues
|
|
$16,908
|
|
|
|
$22,917
|
|
|
|
|
|
||||
GAAP
|
|
|
|
||||
(Loss)/earnings from operations
|
|
($1,353
|
)
|
|
|
$2,350
|
|
Operating margins
|
(8.0
|
)%
|
|
10.3
|
%
|
||
Effective income tax rate
|
57.4
|
%
|
|
7.9
|
%
|
||
Net (loss)/earnings attributable to Boeing Shareholders
|
|
($628
|
)
|
|
|
$2,149
|
|
Diluted (loss)/earnings per share
|
|
($1.11
|
)
|
|
|
$3.75
|
|
|
|
|
|
||||
Non-GAAP (1)
|
|
|
|
||||
Core operating (loss)/earnings
|
|
($1,700
|
)
|
|
|
$1,986
|
|
Core operating margins
|
(10.1
|
%)
|
|
8.7
|
%
|
||
Core (loss)/earnings per share
|
|
($1.70
|
)
|
|
|
$3.16
|
|
(1)
|
These measures exclude certain components of pension and other postretirement benefit expense. See page 48 for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Commercial Airplanes
|
|
$6,205
|
|
|
|
$11,822
|
|
Defense, Space & Security
|
6,042
|
|
|
6,587
|
|
||
Global Services
|
4,628
|
|
|
4,619
|
|
||
Boeing Capital
|
65
|
|
|
66
|
|
||
Unallocated items, eliminations and other
|
(32
|
)
|
|
(177
|
)
|
||
Total
|
|
$16,908
|
|
|
|
$22,917
|
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Commercial Airplanes
|
|
($2,068
|
)
|
|
|
$1,173
|
|
Defense, Space & Security
|
(191
|
)
|
|
852
|
|
||
Global Services
|
708
|
|
|
653
|
|
||
Boeing Capital
|
24
|
|
|
20
|
|
||
Segment operating (loss)/profit
|
(1,527
|
)
|
|
2,698
|
|
||
Pension FAS/CAS service cost adjustment
|
255
|
|
|
274
|
|
||
Postretirement FAS/CAS service cost adjustment
|
92
|
|
|
90
|
|
||
Unallocated items, eliminations and other
|
(173
|
)
|
|
(712
|
)
|
||
Loss/earnings from operations (GAAP)
|
|
($1,353
|
)
|
|
|
$2,350
|
|
FAS/CAS service cost adjustment *
|
(347
|
)
|
|
(364
|
)
|
||
Core operating (loss)/earnings (Non-GAAP) **
|
|
($1,700
|
)
|
|
|
$1,986
|
|
*
|
The FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments.
|
**
|
Core operating (loss)/earnings is a Non-GAAP measure that excludes the FAS/CAS service cost adjustment. See page 48.
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Share-based plans
|
|
($18
|
)
|
|
|
($14
|
)
|
Deferred compensation
|
193
|
|
|
(102
|
)
|
||
Amortization of previously capitalized interest
|
(23
|
)
|
|
(24
|
)
|
||
Research and development expense, net
|
(54
|
)
|
|
(78
|
)
|
||
Customer financing impairment
|
|
|
|
(250
|
)
|
||
Eliminations and other unallocated items
|
(271
|
)
|
|
(244
|
)
|
||
Unallocated items, eliminations and other
|
|
($173
|
)
|
|
|
($712
|
)
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
Pension Plans
|
2020
|
|
|
2019
|
|
||
Allocated to business segments
|
|
($255
|
)
|
|
|
($352
|
)
|
Pension FAS/CAS service cost adjustment
|
255
|
|
|
274
|
|
||
Net periodic benefit cost included in (Loss)/earnings from operations
|
|
$0
|
|
|
|
($78
|
)
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
(Loss)/earnings from operations
|
|
($1,353
|
)
|
|
|
$2,350
|
|
Other income, net
|
112
|
|
|
106
|
|
||
Interest and debt expense
|
(262
|
)
|
|
(123
|
)
|
||
(Loss)/earnings before income taxes
|
(1,503
|
)
|
|
2,333
|
|
||
Income tax benefit/(expense)
|
862
|
|
|
(184
|
)
|
||
Net (loss)/earnings from continuing operations
|
(641
|
)
|
|
2,149
|
|
||
Less: Net loss attributable to noncontrolling interest
|
(13
|
)
|
|
|
|
||
Net (loss)/earnings attributable to Boeing Shareholders
|
|
($628
|
)
|
|
|
$2,149
|
|
(Dollars in millions)
|
Three months ended March 31
|
|||||||||
|
2020
|
|
|
2019
|
|
Change
|
|
|||
Cost of sales
|
|
$16,768
|
|
|
|
$18,645
|
|
|
($1,877
|
)
|
Cost of sales as a % of Revenues
|
99.2
|
%
|
|
81.4
|
%
|
17.8
|
%
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Commercial Airplanes
|
|
$425
|
|
|
|
$564
|
|
Defense, Space & Security
|
163
|
|
|
184
|
|
||
Global Services
|
30
|
|
|
40
|
|
||
Other
|
54
|
|
|
78
|
|
||
Total
|
|
$672
|
|
|
|
$866
|
|
(Dollars in millions)
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Commercial Airplanes
|
|
$351,778
|
|
|
|
$376,593
|
|
Defense, Space & Security
|
63,578
|
|
|
63,691
|
|
||
Global Services
|
22,747
|
|
|
22,902
|
|
||
Unallocated items, eliminations and other
|
491
|
|
|
217
|
|
||
Total Backlog
|
|
$438,594
|
|
|
|
$463,403
|
|
|
|
|
|
||||
Contractual backlog
|
|
$414,165
|
|
|
|
$436,473
|
|
Unobligated backlog
|
24,429
|
|
|
26,930
|
|
||
Total Backlog
|
|
$438,594
|
|
|
|
$463,403
|
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
2019
|
||||
Revenues
|
|
$6,205
|
|
|
|
$11,822
|
|
(Loss)/earnings from operations
|
|
($2,068
|
)
|
|
|
$1,173
|
|
Operating margins
|
(33.3
|
)%
|
|
9.9
|
%
|
|
737
|
|
*
|
747
|
|
|
767
|
|
*
|
777
|
|
†
|
787
|
|
|
Total
|
|
Deliveries during the first three months of 2020
|
5
|
|
(3)
|
|
|
|
10
|
|
(5)
|
6
|
|
|
29
|
|
|
50
|
|
Deliveries during the first three months of 2019
|
89
|
|
(4)
|
2
|
|
|
12
|
|
(8)
|
10
|
|
(1)
|
36
|
|
|
149
|
|
Cumulative deliveries as of 3/31/2020
|
7,444
|
|
|
1,555
|
|
|
1,186
|
|
|
1,633
|
|
|
968
|
|
|
|
|
Cumulative deliveries as of 12/31/2019
|
7,439
|
|
|
1,555
|
|
|
1,176
|
|
|
1,627
|
|
|
939
|
|
|
|
|
Program
|
|
||||||||||||||||
As of 3/31/2020
|
737
|
|
|
747*
|
|
|
767
|
|
|
777
|
|
†
|
777X
|
|
|
787
|
|
†
|
Program accounting quantities
|
10,000
|
|
|
1,574
|
|
|
1,195
|
|
|
1,690
|
|
|
**
|
|
|
1,500
|
|
|
Undelivered units under firm orders
|
4,079
|
|
|
13
|
|
|
86
|
|
|
47
|
|
|
309
|
|
|
515
|
|
(28)
|
Cumulative firm orders
|
11,523
|
|
|
1,568
|
|
|
1,272
|
|
|
1,680
|
|
|
309
|
|
|
1,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of 12/31/2019
|
737
|
|
†
|
747
|
|
|
767
|
|
|
777
|
|
†
|
777X
|
|
|
787
|
|
†
|
Program accounting quantities
|
10,400
|
|
|
1,574
|
|
|
1,195
|
|
|
1,690
|
|
|
**
|
|
|
1,600
|
|
|
Undelivered units under firm orders
|
4,398
|
|
|
17
|
|
|
94
|
|
|
68
|
|
|
309
|
|
|
520
|
|
(29)
|
Cumulative firm orders
|
11,837
|
|
|
1,572
|
|
|
1,270
|
|
|
1,695
|
|
|
309
|
|
|
1,459
|
|
|
†
|
Aircraft ordered by BCC are identified in parentheses
|
*
|
At March 31, 2020, the 747 accounting quantity includes one already completed aircraft that has not been sold and is being remarketed.
|
**
|
The accounting quantity for the 777X will be determined in the year of first airplane delivery.
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues
|
|
$6,042
|
|
|
|
$6,587
|
|
(Loss)/earnings from operations
|
|
($191
|
)
|
|
|
$852
|
|
Operating margins
|
(3.2
|
)%
|
|
12.9
|
%
|
|
Three months ended March 31
|
||
|
2020
|
|
2019
|
F/A-18 Models
|
5
|
|
7
|
F-15 Models
|
|
|
4
|
CH-47 Chinook (New)
|
9
|
|
7
|
CH-47 Chinook (Renewed)
|
1
|
|
4
|
AH-64 Apache (New)
|
2
|
|
6
|
AH-64 Apache (Remanufactured)
|
14
|
|
22
|
P-8 Models
|
3
|
|
3
|
KC-46 Tanker
|
5
|
|
7
|
Total
|
39
|
|
60
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues
|
|
$4,628
|
|
|
|
$4,619
|
|
Earnings from operations
|
|
$708
|
|
|
|
$653
|
|
Operating margins
|
15.3
|
%
|
|
14.1
|
%
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues
|
|
$65
|
|
|
|
$66
|
|
Earnings from operations
|
|
$24
|
|
|
|
$20
|
|
Operating margins
|
37
|
%
|
|
30
|
%
|
(Dollars in millions)
|
March 31
2020 |
|
|
December 31
2019 |
|
||
Customer financing and investment portfolio, net
|
|
$2,210
|
|
|
|
$2,251
|
|
Other assets, primarily cash and short-term investments
|
575
|
|
|
535
|
|
||
Total assets
|
|
$2,785
|
|
|
|
$2,786
|
|
|
|
|
|
||||
Other liabilities, primarily deferred income taxes
|
|
$410
|
|
|
|
$432
|
|
Debt, including intercompany loans
|
1,961
|
|
|
1,960
|
|
||
Equity
|
414
|
|
|
394
|
|
||
Total liabilities and equity
|
|
$2,785
|
|
|
|
$2,786
|
|
|
|
|
|
||||
Debt-to-equity ratio
|
4.7-to-1
|
|
|
5.0-to-1
|
|
(Dollars in millions)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Net (loss)/earnings
|
|
($641
|
)
|
|
|
$2,149
|
|
Non-cash items
|
680
|
|
|
817
|
|
||
Changes in working capital
|
(4,341
|
)
|
|
(178
|
)
|
||
Net cash (used)/provided by operating activities
|
(4,302
|
)
|
|
2,788
|
|
||
Net cash used by investing activities
|
(379
|
)
|
|
(767
|
)
|
||
Net cash provided/(used) by financing activities
|
10,280
|
|
|
(2,823
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(47
|
)
|
|
1
|
|
||
Net increase/(decrease) in cash & cash equivalents, including restricted
|
5,552
|
|
|
(801
|
)
|
||
Cash & cash equivalents, including restricted, at beginning of year
|
9,571
|
|
|
7,813
|
|
||
Cash & cash equivalents, including restricted, at end of period
|
|
$15,123
|
|
|
|
$7,012
|
|
(Dollars in millions, except per share data)
|
Three months ended March 31
|
||||||
|
2020
|
|
|
2019
|
|
||
Revenues
|
|
$16,908
|
|
|
|
$22,917
|
|
(Loss)/earnings from operations, as reported
|
|
($1,353
|
)
|
|
|
$2,350
|
|
Operating margins
|
(8.0
|
)%
|
|
10.3
|
%
|
||
|
|
|
|
||||
Pension FAS/CAS service cost adjustment (1)
|
|
($255
|
)
|
|
|
($274
|
)
|
Postretirement FAS/CAS service cost adjustment (1)
|
(92
|
)
|
|
(90
|
)
|
||
FAS/CAS service cost adjustment (1)
|
|
($347
|
)
|
|
|
($364
|
)
|
Core operating (loss)/earnings (non-GAAP)
|
|
($1,700
|
)
|
|
|
$1,986
|
|
Core operating margins (non-GAAP)
|
(10.1
|
)%
|
|
8.7
|
%
|
||
|
|
|
|
||||
Diluted (loss)/earnings per share, as reported
|
|
($1.11
|
)
|
|
|
$3.75
|
|
Pension FAS/CAS service cost adjustment (1)
|
(0.45
|
)
|
|
(0.48
|
)
|
||
Postretirement FAS/CAS service cost adjustment (1)
|
(0.16
|
)
|
|
(0.16
|
)
|
||
Non-operating pension expense (2)
|
(0.16
|
)
|
|
(0.16
|
)
|
||
Non-operating postretirement expense (2)
|
0.02
|
|
|
0.05
|
|
||
Provision for deferred income taxes on adjustments (3)
|
0.16
|
|
|
0.16
|
|
||
Core (loss)/earnings per share (non-GAAP)
|
|
($1.70
|
)
|
|
|
$3.16
|
|
|
|
|
|
||||
Weighted average diluted shares (in millions)
|
565.9
|
|
|
572.4
|
|
(1)
|
FAS/CAS service cost adjustment represents the difference between the FAS pension and postretirement service costs calculated under GAAP and costs allocated to the business segments. This adjustment is excluded from Core operating earnings (non-GAAP).
|
(2)
|
Non-operating pension and postretirement expenses represent the components of net periodic benefit costs other than service cost. These expenses are included in Other income, net and are excluded from Core earnings per share (non-GAAP).
|
(Dollars in millions, except per share data)
|
||||||||||||
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|||||
|
Total Number
of Shares
Purchased (1)
|
|
|
Average
Price
Paid per
Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
|
Approximate Dollar
Value of Shares That
May Yet be Purchased
Under the Plans or
Programs (2)
|
|
||
1/1/2020 thru 1/31/2020
|
81,079
|
|
|
|
$330.51
|
|
|
|
|
|
$17,349
|
|
2/1/2020 thru 2/29/2020
|
426,048
|
|
|
315.36
|
|
|
|
|
17,349
|
|
||
3/1/2020 thru 3/31/2020
|
5,183
|
|
|
239.83
|
|
|
|
|
|
|
||
Total
|
512,310
|
|
|
|
$316.99
|
|
|
|
|
|
(1)
|
We purchased 512,310 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 any shares of our common stock in the open market pursuant to our repurchase program or in swap transactions.
|
(2)
|
On March 21, 2020, the Board of Directors terminated its prior authorization to repurchase shares of the Company's outstanding common stock. Share repurchases under this plan had been suspended since April 2019.
|
3.2
|
|
|
|
10.1*
|
|
|
|
10.2*
|
|
|
|
10.3*
|
|
|
|
10.4*
|
|
|
|
10.5*
|
|
|
|
10.6*
|
|
|
|
10.7*
|
|
|
|
10.8*
|
|
|
|
10.9*
|
|
|
|
10.10*
|
|
|
|
10.11
|
|
|
|
15
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, has been formatted in Inline XBRL.
|
|
|
THE BOEING COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
April 29, 2020
|
|
/s/ Robert E. Verbeck
|
(Date)
|
|
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller
|
5.
|
Distribution of Awards
|
1.
|
PBRSU Award. You have been awarded «PBRSU_Units» Performance-Based Restricted Stock Units (“PBRSUs”). Each PBRSU corresponds to one share of Common Stock.
|
2.
|
PBRSU Account. The Company will maintain a record of the number of awarded PBRSUs in an account established in your name.
|
3.
|
Vesting Provisions.
|
5.
|
Adjustment in Number of PBRSUs. The number of PBRSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split, combination or exchange of Common Stock, consolidation, spin-off or recapitalization of Common Stock, or any similar capital adjustment or the payment of any stock dividend.
|
6.
|
Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to the Vesting Date by reason of retirement, layoff, disability, or death, your PBRSU payout, including any dividend equivalent PBRSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Measurement Period (beginning with the first full calendar month after the Grant Date). Payout for the Award will be made at the same time as payment would have been made pursuant to Section 3 had your employment not terminated prior to the Vesting Date and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Measurement Period. For purposes of this Award, “retirement” means a voluntary termination of employment under the conditions that satisfy the definition of “retirement” under the terms of a defined benefit pension plan maintained by the Company or a Related Company in which you participate. If you are not eligible to participate in such a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (i) age 55 with 10 years of service, or (ii) age 62 with one year of service. For purposes of this Award, “disability” means a disability entitling you to benefits under any long-term disability policy sponsored by the Company or a Related Company.
|
7.
|
Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 6, all PBRSUs (and all associated dividend equivalent PBRSUs) granted hereunder shall immediately be forfeited and canceled.
|
8.
|
Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the Measurement Period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your PBRSU payout, including any dividend equivalent PBRSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Measurement Period (beginning with the first full calendar month after the Grant Date). Payout for the Award will be made at the same time as payment would have been made without regard to any leave of absence, and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Measurement Period.
|
9.
|
PBRSU Award Payable in Stock.
|
10.
|
Transferability. PBRSUs are not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Award in the event of your death.
|
11.
|
Clawback and Forfeiture Policy.
|
12.
|
Miscellaneous.
|
•
|
“Relative Total Shareholder Return” means the Company’s TSR relative to the TSR of the Peer Companies. Relative Total Shareholder Return will be determined by ranking the Company and the Peer Companies from highest to lowest according to their respective TSRs. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined as follows:
|
P=1-
|
R-1
|
N-1
|
where:
|
“P” represents the percentile performance, rounded if necessary to the fourth decimal place by application of regular rounding.
|
25% + (71.4286% - 25%) x
|
(200% - 25%)
|
=
|
141.0715%
|
(95% - 25%)
|
•
|
“TSR” means, for the Company and each of the Peer Companies, the company’s total shareholder return, expressed as a percentage, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value and subtracting one from the quotient. An illustrative example of a TSR calculation is attached at the end of this Exhibit.
|
•
|
“Opening Average Share Value” means the average Share Value over the trading days in the Opening Average Period.
|
•
|
“Opening Average Period” means the 20 trading days immediately following the Grant Date.
|
•
|
“Accumulated Shares” means, for a given trading day, the sum of (i) one (1) share and (ii) the cumulative number of shares of the company’s common stock purchasable with dividends declared on the company’s common stock to that point during the Measurement Period, assuming same day reinvestment of such dividends at the closing price on the ex-dividend date.
|
•
|
“Closing Average Share Value” means the average Share Value over the trading days in the Closing Average Period.
|
•
|
“Closing Average Period” means the 20 trading days immediately preceding the Certification Date.
|
•
|
“Share Value” means, with respect to a given trading day, the closing price of the company’s common stock multiplied by the Accumulated Shares for such trading day.
|
•
|
“Peer Companies” means the following companies:
|
3M
|
|
Ford
|
|
Microsoft
|
AT&T
|
|
General Dynamics
|
|
Northrop Grumman
|
Caterpillar
|
|
Honeywell
|
|
Procter & Gamble
|
Chevron
|
|
IBM
|
|
Raytheon
|
Cisco Systems
|
|
Intel
|
|
United Parcel Services
|
EADS (Airbus)
|
|
Johnson & Johnson
|
|
United Technologies
|
Exxon Mobil
|
|
Lockheed Martin
|
|
Verizon Communications
|
(i)
|
In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain a Peer Company.
|
(ii)
|
In the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company.
|
(iii)
|
In the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company or a “going private” transaction involving a Peer Company where the Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Company.
|
(iv)
|
In the event of a bankruptcy, liquidation or delisting of a Peer Company, such company shall remain a Peer Company.
|
(v)
|
In the event of a stock distribution from a Peer Company consisting of the shares of a new publicly traded company (a “spin-off”), the Peer Company shall remain a Peer Company and the stock distribution shall be treated as a dividend from the Peer Company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR.
|
•
|
Each Peer Company’s “common stock” shall mean that series of common stock that is publicly traded on a registered U.S. exchange or, in the case of a non-U.S. company, an equivalent non-U.S. exchange. For purposes of calculating TSR, the value on any given trading day of any Peer Company shares traded on a foreign exchange will be converted to U.S. dollars.
|
•
|
The following example illustrates the calculation of TSR for the Company with Grant Date of January 1, 2017 and a Certification Date of January 1, 2020.
|
Opening Average Share Value (1/3/2017 - 1/31/2017)
|
$
|
160.67
|
|
Closing Average Share Value (12/3/2019 - 12/31/2019)
|
$
|
362.92
|
|
TSR (expressed as percentage)
|
125.8800
|
%
|
Opening Average
|
Closing Average
|
||||||||
Date
|
Close
|
Ex- Div.
|
Accum.
Shares
|
Share
Value
|
Date
|
Close
|
Ex- Div.
|
Accum.
Shares
|
Share
Value
|
1/31/2017
|
$163.42
|
$0.00
|
1
|
$163.42
|
12/31/2019
|
$325.76
|
$0.00
|
1.0726721
|
$349.43
|
1/30/2017
|
$165.57
|
$0.00
|
1
|
$165.57
|
12/30/2019
|
$326.40
|
$0.00
|
1.0726721
|
$350.12
|
1/27/2017
|
$167.70
|
$0.00
|
1
|
$167.70
|
12/27/2019
|
$330.14
|
$0.00
|
1.0726721
|
$354.13
|
1/26/2017
|
$169.12
|
$0.00
|
1
|
$169.12
|
12/26/2019
|
$329.92
|
$0.00
|
1.0726721
|
$353.90
|
1/25/2017
|
$167.36
|
$0.00
|
1
|
$167.36
|
12/24/2019
|
$333.00
|
$0.00
|
1.0726721
|
$357.20
|
1/24/2017
|
$160.55
|
$0.00
|
1
|
$160.55
|
12/23/2019
|
$337.55
|
$0.00
|
1.0726721
|
$362.08
|
1/23/2017
|
$157.84
|
$0.00
|
1
|
$157.84
|
12/20/2019
|
$328.00
|
$0.00
|
1.0726721
|
$351.84
|
1/20/2017
|
$159.53
|
$0.00
|
1
|
$159.53
|
12/19/2019
|
$333.50
|
$0.00
|
1.0726721
|
$357.74
|
1/19/2017
|
$159.00
|
$0.00
|
1
|
$159.00
|
12/18/2019
|
$330.68
|
$0.00
|
1.0726721
|
$354.71
|
1/18/2017
|
$158.32
|
$0.00
|
1
|
$158.32
|
12/17/2019
|
$327.00
|
$0.00
|
1.0726721
|
$350.76
|
1/17/2017
|
$157.67
|
$0.00
|
1
|
$157.67
|
12/16/2019
|
$327.00
|
$0.00
|
1.0726721
|
$350.76
|
1/13/2017
|
$158.83
|
$0.00
|
1
|
$158.83
|
12/13/2019
|
$341.67
|
$0.00
|
1.0726721
|
$366.50
|
1/12/2017
|
$158.29
|
$0.00
|
1
|
$158.29
|
12/12/2019
|
$346.29
|
$0.00
|
1.0726721
|
$371.46
|
1/11/2017
|
$159.40
|
$0.00
|
1
|
$159.40
|
12/11/2019
|
$350.00
|
$0.00
|
1.0726721
|
$375.44
|
1/10/2017
|
$159.07
|
$0.00
|
1
|
$159.07
|
12/10/2019
|
$347.90
|
$0.00
|
1.0726721
|
$373.18
|
1/9/2017
|
$158.32
|
$0.00
|
1
|
$158.32
|
12/9/2019
|
$351.21
|
$0.00
|
1.0726721
|
$376.73
|
1/6/2017
|
$159.10
|
$0.00
|
1
|
$159.10
|
12/6/2019
|
$354.09
|
$0.00
|
1.0726721
|
$379.82
|
1/5/2017
|
$158.71
|
$0.00
|
1
|
$158.71
|
12/5/2019
|
$345.68
|
$0.00
|
1.0726721
|
$370.80
|
1/4/2017
|
$158.62
|
$0.00
|
1
|
$158.62
|
12/4/2019
|
$348.84
|
$0.00
|
1.0726721
|
$374.19
|
1/3/2017
|
$156.97
|
$0.00
|
1
|
$156.97
|
12/3/2019
|
$352.08
|
$0.00
|
1.0726721
|
$377.67
|
1.
|
Target Value; Performance Period. You have been awarded «Performance_Award_Units» Performance Award units. Each Performance Award unit has a target value of $100. The Performance Period will be the period beginning January 1, _____ through December 31, _____.
|
2.
|
Performance Measure. Your Performance Award will pay out based on the Company’s performance against its _____ Long-Range Business Plan for free cash flow, core earnings per share (EPS), and revenue. The Compensation Committee of the Board of Directors of the Company (the “Committee”) retains discretion in calculating actual performance to exclude the impact of Nonrecurring Items.
|
3.
|
Final Award Determination. Following the end of the Performance Period, the final amount payable with respect to each Performance Award unit will be determined by multiplying the Company performance score for the Performance Period by the target value of each unit ($100). The Company performance score is determined as follows:
|
4.
|
Continued Employment. Subject to the terms and conditions outlined under Section 5, this Performance Award is granted on the condition that you remain continuously employed by the Company or a Related Company from the Grant Date through the date on which any Performance Award is paid (the “Vesting Date”). You will not have any right to payment of any Performance Award unless and until all terms, conditions, and provisions of the Performance Award program that affect you have been complied with as specified herein, including certification of the final award amount by the Committee. Your Performance Award, however, shall not impose upon the Company any obligation to retain you in its employ for any given period or upon any specific terms of employment.
|
5.
|
Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to the Vesting Date by reason of retirement, layoff, disability, or death, you shall continue to be eligible to participate in the Performance Period, provided you were on the active payroll on the Grant Date. Your Performance Award payout will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Performance Period. Payment for the Performance Award will be made at the same time as payment would have been made pursuant to Section 8 had your employment not terminated prior to the Vesting Date. For purposes of this Performance Award, “retirement” means a voluntary termination of employment under the conditions that satisfy the definition of “retirement” under the terms of a defined benefit pension plan maintained by the Company or a Related Company in which you participate. If you are not eligible to participate in such a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (x) age 55 with 10 years of service, or (y) age 62 with one year of service. For purposes of this Performance Award, “disability” means a disability entitling you to benefits under any long-term disability policy sponsored by the Company or a Related Company.
|
6.
|
Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 5,
|
7.
|
Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the Performance Period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your Performance Award payout will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Performance Period.
|
8.
|
Form and Timing of Payment of Performance Awards. Any payment of the Performance Awards shall be made in either cash or shares of Common Stock, at the Committee’s discretion. The Performance Award payment shall be made within a reasonable period of time following the end of the Performance Period, but in no event later than the end of the calendar year following the end of the Performance Period. For certain eligible participants, amounts to be paid in connection with Performance Awards may be deferred in accordance with the Company’s deferred compensation plan then in place.
|
9.
|
Transferability. This Performance Award is not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Performance Award in the event of your death.
|
10.
|
Successors. All obligations of the Company under the Performance Award program shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, or consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
|
11.
|
Clawback and Forfeiture Policy.
|
12.
|
Miscellaneous.
|
1.
|
RSU Award. You have been awarded «RSU_Units» Restricted Stock Units (“RSUs”). Each RSU corresponds to one share of Common Stock.
|
2.
|
RSU Account. The Company will maintain a record of the number of awarded RSUs in an account established in your name.
|
3.
|
Vesting of RSUs. Subject to Sections 6 and 7, your RSUs will vest on the third anniversary of the Grant Date (or if such date is not a Trading Day, the next Trading Day) (the “Vesting Date”). At the time your RSUs vest, the Company will issue to you shares of Common Stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in Section 9.2. Subject to the terms and conditions outlined under Section 6 and 7, this Award is granted on the condition that you remain continuously employed by the Company or a Related Company from the Grant Date through the Vesting Date. “Trading Day” shall mean a day on which the New York Stock Exchange is open for trading.
|
4.
|
Dividend Equivalents.
|
5.
|
Adjustment in Number of RSUs. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split, combination or exchange of Common Stock, consolidation, spin-off or recapitalization of Common Stock, or any similar capital adjustment or the payment of any stock dividend.
|
6.
|
Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to the Vesting Date by reason of retirement, layoff, disability, or death, your RSU payout, including any dividend equivalent RSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the vesting period (beginning with the first full calendar month after the Grant Date). Payment for this Award will be made (i) as soon as administratively possible, but not later than 60 days after your termination of employment, in the event that your employment is terminated by reason of disability or death, or (ii) at the same time as payment would have been made pursuant to Section 3 had your employment not terminated prior to the Vesting Date, in the event that your employment is terminated by reason of retirement or layoff. For purposes of this Award, “retirement” means a voluntary termination of employment under the conditions that satisfy the definition of “retirement” under the terms of a defined benefit pension plan maintained by the Company or a Related Company
|
7.
|
Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 6, all RSUs (and all associated dividend equivalent RSUs) granted hereunder shall immediately be forfeited and canceled.
|
8.
|
Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the vesting period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your RSU payout, including any dividend equivalent RSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the vesting period (beginning with the first full calendar month after the Grant Date).
|
9.
|
RSU Award Payable in Stock.
|
10.
|
Transferability. RSUs are not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Award in the event of your death.
|
11.
|
Clawback and Forfeiture Policy.
|
12.
|
Miscellaneous.
|
1.
|
PBRSU Award. You have been awarded «Performance_Based_RSU» Performance-Based Restricted Stock Units (“PBRSUs”). Each PBRSU corresponds to one share of Common Stock.
|
2.
|
PBRSU Account. The Company will maintain a record of the number of awarded PBRSUs in an account established in your name.
|
3.
|
Vesting Provisions:
|
4.
|
Settlement at Vesting. As soon as reasonably practicable following the Vesting Date, you shall receive a number of shares of Common Stock equal to the aggregate number of PBRSUs that vest as of such date. Notwithstanding the foregoing, the PBRSUs may be settled in the form of: (a) cash, to the extent settlement in shares of Common Stock (i) is not standard Boeing practice in the country where you have transferred employment after the Grant Date, (ii) is prohibited under applicable laws, (iii) would require you, the Company or, if different, the Related Company that employs you (the “Employer”) to obtain the approval of any governmental and/or regulatory body in your country of residence (and country of employment, if different), or (iv) is administratively burdensome; or (b) shares of Common Stock, but the Company may require you to immediately sell such shares if necessary to comply with applicable laws (in which case, you hereby expressly authorize the Company to issue sales instructions in relation to such shares on your behalf). If
|
5.
|
Dividend Equivalents.
|
6.
|
Adjustment in Number of PBRSUs. The number of PBRSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split, combination or exchange of Common Stock, consolidation, spin-off or recapitalization of Common Stock, or any similar capital adjustment or the payment of any stock dividend.
|
7.
|
Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to the Vesting Date by reason of retirement, layoff, disability, or death, your PBRSU payout, including any dividend equivalent PBRSUs, will be made in shares of Common Stock and prorated based on the number of full and partial calendar months you spent on the active payroll during the Measurement Period (beginning with the first full calendar month after the Grant Date). Payout for the Award will be made at the same time as payment would have been made pursuant to Section 4 had your employment not terminated prior to the Vesting Date and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Measurement Period. For purposes of this Award, “retirement” means a voluntary termination of employment under the conditions that satisfy the definition of “retirement” under the terms of a defined benefit pension plan maintained by the Company or a Related Company in which you participate. If you are not eligible to participate in such a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (i) age 55 with 10 years of service, or (ii) age 62 with one year of service. For purposes of this Award, “disability” means a disability entitling you to benefits under any long-term disability policy sponsored by the Company or a Related Company.
|
8.
|
Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 7, all PBRSUs (and all associated dividend equivalent PBRSUs) granted hereunder shall immediately be forfeited and canceled.
|
9.
|
Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the Measurement Period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your PBRSU payout, including any dividend equivalent PBRSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Measurement Period (beginning with the first full calendar month after the Grant Date). Payout for the Award will be made at the same time as payment would have been made without regard to any leave of absence, and will in all respects be subject to the Company’s actual Relative Total Shareholder Return achievement for the full Measurement Period.
|
10.
|
Transferability. PBRSUs are not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Award in the event of your death.
|
11.
|
Clawback and Forfeiture Policy.
|
12.
|
Tax Withholding. Subject to the terms of the Plan and as a condition to the grant of the PBRSUs, you acknowledge and agree that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting or payment of the PBRSUs; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PBRSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, then prior to the issuance and delivery of any shares of Common Stock or cash upon the vesting of this Award, the Company, the Employer, or any plan administrator, as applicable: (x) shall withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the vesting of this Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld shares of Common Stock shall be used to settle the withholding obligation); or (y) shall withhold an amount from your regular salary and/or wages, or from any other amounts payable to you, equal to the Tax-Related Items required to be withheld.
|
13.
|
Consent to Collection, Processing and Transfer of Personal Data. The Company is located at 100 North Riverside, Chicago, IL 60606, U.S.A. and grants PBRSUs under the Plan to employees of the Company and its Related Companies in its sole discretion. In conjunction with the Company’s grant of the PBRSUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the PBRSUs, you expressly and explicitly consent to the Personal Data Activities as described herein.
|
14.
|
Miscellaneous.
|
1.
|
Clawback and Forfeiture Policy. The following shall modify Section 11.2 of the Notice:
|
2.
|
Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 12 of this Notice:
|
3.
|
Exclusion of Claim. You acknowledge and agree that you shall have no entitlement to compensation or damages in consequence of the termination of your employment with the Company or any Related Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vesting in your PBRSUs as a result of such termination, or from the loss or diminution in value of your PBRSUs. Upon the grant of your PBRSUs, you shall be deemed irrevocably to have waived any such entitlement.
|
4.
|
Brexit. To the extent that the United Kingdom is no longer a part of the European Union following the United Kingdom’s anticipated withdrawal from the European Union, but the laws discussed herein still apply to the United Kingdom for a period of time following the anticipated withdrawal, all references to the European Union shall include the United Kingdom, unless otherwise stated in this document.
|
•
|
“Relative Total Shareholder Return” means the Company’s TSR relative to the TSR of the Peer Companies. Relative Total Shareholder Return will be determined by ranking the Company and the Peer Companies from highest to lowest according to their respective TSRs. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined as follows:
|
P = 1 -
|
R - 1
|
N - 1
|
where:
|
“P” represents the percentile performance, rounded if necessary to the fourth decimal place by application of regular rounding.
|
25% + (71.4286% - 25%) x
|
(200% - 25%)
|
=
|
141.0715%
|
(95% - 25%)
|
•
|
“TSR” means, for the Company and each of the Peer Companies, the company’s total shareholder return, expressed as a percentage, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value and subtracting one from the quotient. An illustrative example of a TSR calculation is attached at the end of this Exhibit.
|
•
|
“Opening Average Share Value” means the average Share Value over the trading days in the Opening Average Period.
|
•
|
“Opening Average Period” means the 20 trading days immediately following the Grant Date.
|
•
|
“Accumulated Shares” means, for a given trading day, the sum of (i) one (1) share and (ii) the cumulative number of shares of the company’s common stock purchasable with dividends declared on the company’s common stock to that point during the Measurement Period, assuming same day reinvestment of such dividends at the closing price on the ex-dividend date.
|
•
|
“Closing Average Share Value” means the average Share Value over the trading days in the Closing Average Period.
|
•
|
“Closing Average Period” means the 20 trading days immediately preceding the Certification Date.
|
•
|
“Share Value” means, with respect to a given trading day, the closing price of the company’s common stock multiplied by the Accumulated Shares for such trading day.
|
•
|
“Peer Companies” means the following companies:
|
3M
|
|
Ford
|
|
Microsoft
|
AT&T
|
|
General Dynamics
|
|
Northrop Grumman
|
Caterpillar
|
|
Honeywell
|
|
Procter & Gamble
|
Chevron
|
|
IBM
|
|
Raytheon
|
Cisco Systems
|
|
Intel
|
|
United Parcel Services
|
EADS (Airbus)
|
|
Johnson & Johnson
|
|
United Technologies
|
Exxon Mobil
|
|
Lockheed Martin
|
|
Verizon Communications
|
(i)
|
In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain a Peer Company.
|
(ii)
|
In the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company.
|
(iii)
|
In the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company or a “going private” transaction involving a Peer Company where the Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be a Peer Company.
|
(iv)
|
In the event of a bankruptcy, liquidation or delisting of a Peer Company, such company shall remain a Peer Company.
|
(v)
|
In the event of a stock distribution from a Peer Company consisting of the shares of a new publicly traded company (a “spin-off”), the Peer Company shall remain a Peer Company and the stock distribution shall be treated as a dividend from the Peer Company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR.
|
•
|
Each Peer Company’s “common stock” shall mean that series of common stock that is publicly traded on a registered U.S. exchange or, in the case of a non-U.S. company, an equivalent non-U.S. exchange. For purposes of calculating TSR, the value on any given trading day of any Peer Company shares traded on a foreign exchange will be converted to U.S. dollars.
|
•
|
The following example illustrates the calculation of TSR for the Company with Grant Date of January 1, 2017 and a Certification Date of January 1, 2020.
|
Opening Average Share Value (1/3/2017 - 1/31/2017)
|
$
|
160.67
|
|
Closing Average Share Value (12/3/2019 - 12/31/2019)
|
$
|
362.92
|
|
TSR (expressed as percentage)
|
125.8800
|
%
|
Opening Average
|
Closing Average
|
||||||||
Date
|
Close
|
Ex- Div.
|
Accum.
Shares
|
Share
Value
|
Date
|
Close
|
Ex- Div.
|
Accum.
Shares
|
Share
Value
|
1/31/2017
|
$163.42
|
$0.00
|
1
|
$163.42
|
12/31/2019
|
$325.76
|
$0.00
|
1.0726721
|
$349.43
|
1/30/2017
|
$165.57
|
$0.00
|
1
|
$165.57
|
12/30/2019
|
$326.40
|
$0.00
|
1.0726721
|
$350.12
|
1/27/2017
|
$167.70
|
$0.00
|
1
|
$167.70
|
12/27/2019
|
$330.14
|
$0.00
|
1.0726721
|
$354.13
|
1/26/2017
|
$169.12
|
$0.00
|
1
|
$169.12
|
12/26/2019
|
$329.92
|
$0.00
|
1.0726721
|
$353.90
|
1/25/2017
|
$167.36
|
$0.00
|
1
|
$167.36
|
12/24/2019
|
$333.00
|
$0.00
|
1.0726721
|
$357.20
|
1/24/2017
|
$160.55
|
$0.00
|
1
|
$160.55
|
12/23/2019
|
$337.55
|
$0.00
|
1.0726721
|
$362.08
|
1/23/2017
|
$157.84
|
$0.00
|
1
|
$157.84
|
12/20/2019
|
$328.00
|
$0.00
|
1.0726721
|
$351.84
|
1/20/2017
|
$159.53
|
$0.00
|
1
|
$159.53
|
12/19/2019
|
$333.50
|
$0.00
|
1.0726721
|
$357.74
|
1/19/2017
|
$159.00
|
$0.00
|
1
|
$159.00
|
12/18/2019
|
$330.68
|
$0.00
|
1.0726721
|
$354.71
|
1/18/2017
|
$158.32
|
$0.00
|
1
|
$158.32
|
12/17/2019
|
$327.00
|
$0.00
|
1.0726721
|
$350.76
|
1/17/2017
|
$157.67
|
$0.00
|
1
|
$157.67
|
12/16/2019
|
$327.00
|
$0.00
|
1.0726721
|
$350.76
|
1/13/2017
|
$158.83
|
$0.00
|
1
|
$158.83
|
12/13/2019
|
$341.67
|
$0.00
|
1.0726721
|
$366.50
|
1/12/2017
|
$158.29
|
$0.00
|
1
|
$158.29
|
12/12/2019
|
$346.29
|
$0.00
|
1.0726721
|
$371.46
|
1/11/2017
|
$159.40
|
$0.00
|
1
|
$159.40
|
12/11/2019
|
$350.00
|
$0.00
|
1.0726721
|
$375.44
|
1/10/2017
|
$159.07
|
$0.00
|
1
|
$159.07
|
12/10/2019
|
$347.90
|
$0.00
|
1.0726721
|
$373.18
|
1/9/2017
|
$158.32
|
$0.00
|
1
|
$158.32
|
12/9/2019
|
$351.21
|
$0.00
|
1.0726721
|
$376.73
|
1/6/2017
|
$159.10
|
$0.00
|
1
|
$159.10
|
12/6/2019
|
$354.09
|
$0.00
|
1.0726721
|
$379.82
|
1/5/2017
|
$158.71
|
$0.00
|
1
|
$158.71
|
12/5/2019
|
$345.68
|
$0.00
|
1.0726721
|
$370.80
|
1/4/2017
|
$158.62
|
$0.00
|
1
|
$158.62
|
12/4/2019
|
$348.84
|
$0.00
|
1.0726721
|
$374.19
|
1/3/2017
|
$156.97
|
$0.00
|
1
|
$156.97
|
12/3/2019
|
$352.08
|
$0.00
|
1.0726721
|
$377.67
|
1.
|
Target Value; Performance Period. You have been awarded a Performance Award with a target value of «Performance_Award_Amount» «Local_Currency». The Performance Period will be the period beginning January 1, _____ through December 31, _____.
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2.
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Performance Measure. Your Performance Award will pay out based on the Company’s performance against its _____ Long-Range Business Plan for free cash flow, core earnings per share (EPS), and revenue. The Compensation Committee of the Board of Directors of the Company (the “Committee”) retains discretion in calculating actual performance to exclude the impact of Nonrecurring Items.
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3.
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Final Award Determination. Following the end of the Performance Period, the final amount payable with respect to your Performance Award will be determined by multiplying the Company performance score for the Performance Period by the target value of your Performance Award. The Company performance score is determined as follows:
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4.
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Continued Employment. Subject to the terms and conditions outlined under Section 5, this Performance Award is granted on the condition that you remain continuously employed by the Company or a Related Company from the Grant Date through the date on which any Performance Award is paid (the “Vesting Date”). You will not have any right to payment of any Performance Award unless and until all terms, conditions, and provisions of the Performance Award program that affect you have been complied with as specified herein, including certification of the final award amount by the Committee. Your Performance Award, however, shall not impose upon the Company any obligation to retain you in its employ for any given period or upon any specific terms of employment.
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5.
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Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to the Vesting Date by reason of retirement, layoff, disability, or death, you shall continue to be eligible to participate in the Performance Period, provided you were on the active payroll on the Grant Date. Your Performance Award payout will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Performance Period. Payment for the Performance Award will be made at the same time as payment would have been made pursuant to Section 8 had your employment not terminated prior to the Vesting Date. For purposes of this Performance Award, “retirement” means a voluntary termination of employment under the conditions that satisfy the definition of “retirement” under the terms of a defined benefit pension plan maintained by the Company or a Related Company in which you participate. If you are not eligible to participate in such a defined benefit pension plan, “retirement” means termination of employment voluntarily by you after you have attained either (x) age 55 with 10 years of service, or (y) age 62 with one year of service. For purposes of this Performance Award, “disability” means a disability entitling you to benefits under any long-term disability policy sponsored by the Company or a Related Company.
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6.
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Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 5, the Performance Award granted hereunder shall immediately be forfeited and canceled.
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7.
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Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the Performance Period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your Performance Award payout will be prorated based on the number of full and partial calendar months you spent on the active payroll during the Performance Period.
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8.
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Form and Timing of Payment of Performance Awards. The Performance Award granted to you will be settled in cash or in shares of Common Stock at the discretion of the Compensation Committee and paid within a reasonable period of time following the end of the Performance Period, but in no event later than the end of the calendar year following the end of the Performance Period. If the Performance Award is settled in Common Stock, the Company will deliver such shares of Common Stock representing the number of shares to be issued in respect of the Performance Award. If the Performance Award is settled in cash, you shall receive a lump sum cash payment, in accordance with the terms of this Notice. The lump sum cash payment will be made in the currency in which you are paid at the time of payment of the Performance Award. The exchange rate on the first business day after the February Compensation Committee meeting following the end of the Performance Period will be used to convert payment from the currency in which the Performance Award was granted to your latest currency type as shown on your payroll record.
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9.
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Transferability. This Performance Award is not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Performance Award in the event of your death.
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10.
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Successors. All obligations of the Company under the Performance Award program shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, or consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
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11.
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Clawback and Forfeiture Policy.
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12.
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Tax Withholding. Subject to the terms of the Plan and as a condition to the grant of the Performance Award, you acknowledge and agree that, regardless of any action taken by the Company or, if different, the Related Company that employs you (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Award, including, but not limited to, the grant, vesting or payment of the Performance Award; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Award to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. If your country of residence (and/or the country of employment, if different) requires withholding of Tax-Related Items, then prior to the issuance and delivery of any shares of Common Stock or cash upon the payment of the Performance Award, the Company, the Employer, or any plan administrator, as applicable: (x) shall withhold a sufficient number of whole shares of Common Stock otherwise issuable upon the payment of the Performance Award that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (in which case, the cash equivalent of such withheld shares of Common Stock shall be used to settle the withholding obligation); or (y) shall withhold an amount from your regular salary and/or wages, or from any other amounts payable to you, equal to the Tax-Related Items required to be withheld.
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13.
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Consent to Collection, Processing and Transfer of Personal Data. The Company is located at 100 North Riverside, Chicago, IL 60606, U.S.A. and grants Performance Awards under the Plan to employees of the Company and its Related Companies in its sole discretion. In conjunction with the Company’s grant of the Performance Awards under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the Performance Awards, you expressly and explicitly consent to the Personal Data Activities as described herein.
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14.
|
Miscellaneous.
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1.
|
Clawback and Forfeiture Policy. The following shall modify Section 11.2 of the Notice:
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2.
|
Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 12 of this Notice:
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3.
|
Exclusion of Claim. You acknowledge and agree that you shall have no entitlement to compensation or damages in consequence of the termination of your employment with the Company or any Related Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vesting in your Performance Award as a result of such termination, or from the loss or diminution in value of your Performance Award. Upon the grant of your Performance Award, you shall be deemed irrevocably to have waived any such entitlement.
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4.
|
Brexit. To the extent that the United Kingdom is no longer a part of the European Union following the United Kingdom’s anticipated withdrawal from the European Union, but the laws discussed herein still apply to the United Kingdom for a period of time following the anticipated withdrawal, all references to the European Union shall include the United Kingdom, unless otherwise stated in this document.
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1.
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RSU Award. You have been awarded «RSU_Units» Restricted Stock Units (“RSUs”). Each RSU corresponds to one share of Common Stock.
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2.
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RSU Account. The Company will maintain a record of the number of awarded RSUs in an account established in your name.
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3.
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Vesting of RSUs. Subject to Sections 6 and 7, your RSUs will vest on the third anniversary of the Grant Date (or if such date is not a Trading Day, the next Trading Day) (the “Vesting Date”). As soon as reasonably practicable following the Vesting Date, you shall receive a number of shares of Common Stock equal to the aggregate number of RSUs that vest as of such date. Notwithstanding the foregoing, the RSUs may be settled in the form of: (a) cash, to the extent settlement in shares of Common Stock (i) is not standard Company practice in your country of employment (ii) is prohibited under applicable laws, (iii) would require you, the Company or, if different, the Related Company that employs you (the “Employer”) to obtain the approval of any governmental and/or regulatory body in your country of residence (and country of employment, if different), or (iii) is administratively burdensome; or (b) shares of Common Stock, but the Company may require you to immediately sell such shares if necessary to comply with applicable laws (in which case, you hereby expressly authorize the Company to issue sales instructions in relation to such shares on your behalf). If, after the grant date but prior to the Vesting Date, you transfer employment to a Related Company in another country (you will be considered to have transferred to a Related Company if you are paid through that Related Company’s payroll) and the Company does not settle RSUs in shares of Common Stock in that country, the RSUs will be settled in cash. Subject to the terms and conditions outlined under Section 6 and 7, this Award is granted on the condition that you remain continuously employed by the Company or a Related Company from the Grant Date through the Vesting Date. “Trading Day” shall mean a day on which the New York Stock Exchange is open for trading.
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4.
|
Dividend Equivalents.
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5.
|
Adjustment in Number of RSUs. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split, combination or exchange of Common Stock, consolidation, spin-off or recapitalization of Common Stock, or any similar capital adjustment or the payment of any stock dividend.
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6.
|
Termination Due to Retirement, Layoff, Disability, or Death. In the event your employment is terminated prior to
|
7.
|
Forfeiture Upon Other Terminations. In the event your employment is terminated prior to the Vesting Date for any reason (including for cause and resignation prior to retirement eligibility) other than those reasons described in Section 6, all RSUs (and all associated dividend equivalent RSUs) granted hereunder shall immediately be forfeited and canceled.
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8.
|
Leave of Absence. Unless otherwise required by law, in the event you have an authorized leave of absence at any time during the vesting period which absence extends beyond three full calendar months (including any absence that began before the Grant Date), your RSU payout, including any dividend equivalent RSUs, will be prorated based on the number of full and partial calendar months you spent on the active payroll during the vesting period (beginning with the first full calendar month after the Grant Date).
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9.
|
Transferability. RSUs are not transferable except by will or by laws of descent and distribution. You may designate a beneficiary to receive your Award in the event of your death.
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10.
|
Clawback and Forfeiture Policy.
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11.
|
Tax Withholding. Subject to the terms of the Plan and as a condition to the grant of the RSUs, you acknowledge and
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12.
|
Consent to Collection, Processing and Transfer of Personal Data. The Company is located at 100 North Riverside, Chicago, IL 60606, U.S.A. and grants RSUs under the Plan to employees of the Company and its Related Companies in its sole discretion. In conjunction with the Company’s grant of the RSUs under the Plan and its ongoing administration of such awards, the Company is providing the following information about its data collection, processing and transfer practices (“Personal Data Activities”). In accepting the grant of the RSUs, you expressly and explicitly consent to the Personal Data Activities as described herein.
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13.
|
Miscellaneous.
|
1.
|
Clawback and Forfeiture Policy. The following shall modify Section 10.2 of the Notice:
|
2.
|
Income Tax and Social Insurance Contribution Withholding. The following provision shall replace Section 11 of this Notice:
|
3.
|
Exclusion of Claim. You acknowledge and agree that you shall have no entitlement to compensation or damages in consequence of the termination of your employment with the Company or any Related Company for any reason whatsoever and whether or not in breach of contract, insofar as such entitlement arises or may arise from your ceasing to have rights under or to be entitled to vesting in your RSUs as a result of such termination, or from the loss or diminution in value of your RSUs. Upon the grant of your RSUs, you shall be deemed irrevocably to have waived any such entitlement.
|
4.
|
Brexit. To the extent that the United Kingdom is no longer a part of the European Union following the United Kingdom’s anticipated withdrawal from the European Union, but the laws discussed herein still apply to the United Kingdom for a period of time following the anticipated withdrawal, all references to the European Union shall include the United Kingdom, unless otherwise stated in this document.
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1.
|
I have reviewed this quarterly report on Form 10-Q of The Boeing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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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/ David L. Calhoun
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Boeing Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gregory D. Smith
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David L. Calhoun
|
|
(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
|
|