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BOEING CO - Quarter Report: 2016 September (Form 10-Q)




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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
or
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      
Commission file number 1-442
 
THE BOEING COMPANY
 
(Exact name of registrant as specified in its charter)
Delaware
 
91-0425694
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
100 N. Riverside Plaza, Chicago, IL
 
60606-1596
(Address of principal executive offices)
 
(Zip Code)
 
(312) 544-2000
 
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  
ý
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company  
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
As of October 19, 2016, there were 617,165,902 shares of common stock, $5.00 par value, issued and outstanding.

Table of Contents

THE BOEING COMPANY
FORM 10-Q
For the Quarter Ended September 30, 2016
INDEX
Part I. Financial Information (Unaudited)
Page
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
 

Item 3.
 
 
 
Item 4.
 
 
 
Part II. Other Information
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 

Table of Contents

Part I. Financial Information
Item 1. Financial Statements
The Boeing Company and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in millions, except per share data)
Nine months ended September 30
 
Three months ended September 30
  
2016

 
2015

 
2016


2015

Sales of products

$63,563

 

$64,408

 

$21,494



$23,000

Sales of services
7,722

 
8,133

 
2,404


2,849

Total revenues
71,285

 
72,541

 
23,898


25,849

 


 


 
 
 
 
Cost of products
(55,117
)
 
(55,020
)
 
(17,907
)

(19,393
)
Cost of services
(6,163
)
 
(6,377
)
 
(1,983
)

(2,191
)
Boeing Capital interest expense
(46
)
 
(49
)
 
(14
)

(16
)
Total costs and expenses
(61,326
)
 
(61,446
)
 
(19,904
)

(21,600
)
 
9,959

 
11,095

 
3,994


4,249

Income from operating investments, net
220

 
207

 
69


78

General and administrative expense
(2,617
)
 
(2,594
)
 
(923
)

(889
)
Research and development expense, net
(3,901
)
 
(2,426
)
 
(857
)

(857
)
Loss on dispositions, net
(10
)
 


 
(1
)
 
(1
)
Earnings from operations
3,651

 
6,282

 
2,282


2,580

Other income/(loss), net
41

 
(23
)
 
2


(26
)
Interest and debt expense
(227
)
 
(203
)
 
(81
)

(67
)
Earnings before income taxes
3,465

 
6,056

 
2,203


2,487

Income tax (expense)/benefit
(201
)
 
(1,906
)
 
76


(783
)
Net earnings

$3,264



$4,150

 

$2,279



$1,704

 
 
 
 
 
 
 
 
Basic earnings per share

$5.09

 

$5.99

 

$3.64



$2.50

 
 
 
 
 
 
 
 
Diluted earnings per share

$5.04

 

$5.92

 

$3.60



$2.47

 
 
 
 
 
 
 
 
Cash dividends paid per share

$3.27

 

$2.73

 

$1.09



$0.91

 
 
 
 
 
 
 
 
Weighted average diluted shares (millions)
647.9

 
700.9

 
632.7


689.0

See Notes to the Condensed Consolidated Financial Statements.

1
Table of Contents

The Boeing Company and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30
 
2016

 
2015

 
2016

 
2015

Net earnings

$3,264

 

$4,150

 

$2,279

 

$1,704

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Currency translation adjustments
(3
)
 
(79
)
 
(10
)
 
(35
)
Unrealized gain on certain investments, net of tax of ($1), ($5), ($2), and ($2)
1

 
5

 
2

 
1

Unrealized gain/(loss) on derivative instruments:
 
 
 
 
 
 
 
Unrealized gain/(loss) arising during period, net of tax of ($30), $78, ($7), and $41
54

 
(139
)
 
13

 
(73
)
Reclassification adjustment for losses included in net earnings, net of tax of ($32), ($28), ($8), and ($12)
58

 
52

 
15

 
24

Total unrealized gain/(loss) on derivative instruments, net of tax
112

 
(87
)
 
28

 
(49
)
Defined benefit pension plans and other postretirement benefits:
 
 
 
 
 
 
 
Amortization of prior service (benefit)/cost included in net periodic pension cost, net of tax of $23, ($16), $8, and ($5)
(42
)
 
29

 
(15
)
 
10

Net actuarial (loss)/gain arising during the period, net of tax of $215, ($2), $0, and $15
(388
)
 
4

 
(1
)
 
(27
)
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($217), ($425), ($72), and ($143)
392

 
765

 
131

 
257

Settlements and curtailments included in net income, net of tax of ($7), ($2), $0, and $0
14

 
3

 

 

Pension and postretirement cost related to our equity method investments, net of tax of ($2), $0, ($1), and $0
4

 

 
2

 

Total defined benefit pension plans and other postretirement benefits, net of tax
(20
)
 
801

 
117

 
240

Other comprehensive income, net of tax
90

 
640

 
137

 
157

Comprehensive loss related to noncontrolling interests
(1
)
 
(2
)
 
(1
)
 
(1
)
Comprehensive income, net of tax

$3,353

 

$4,788

 

$2,415

 

$1,860

See Notes to the Condensed Consolidated Financial Statements.

2
Table of Contents

The Boeing Company and Subsidiaries
Condensed Consolidated Statements of Financial Position
(Unaudited)
(Dollars in millions, except per share data)
September 30
2016

 
December 31
2015

Assets
 
 
 
Cash and cash equivalents

$8,986

 

$11,302

Short-term and other investments
682

 
750

Accounts receivable, net
9,524

 
8,713

Current portion of customer financing, net
365

 
212

Inventories, net of advances and progress billings
42,680

 
47,257

Total current assets
62,237

 
68,234

Customer financing, net
3,401

 
3,358

Property, plant and equipment, net of accumulated depreciation of $16,752 and $16,286
12,713

 
12,076

Goodwill
5,128

 
5,126

Acquired intangible assets, net
2,488

 
2,657

Deferred income taxes
265

 
265

Investments
1,303

 
1,284

Other assets, net of accumulated amortization of $470 and $451
1,415

 
1,408

Total assets

$88,950

 

$94,408

Liabilities and equity
 
 
 
Accounts payable

$11,968

 

$10,800

Accrued liabilities
13,243

 
14,014

Advances and billings in excess of related costs
22,646

 
24,364

Short-term debt and current portion of long-term debt
632

 
1,234

Total current liabilities
48,489

 
50,412

Deferred income taxes
2,211

 
2,392

Accrued retiree health care
6,544

 
6,616

Accrued pension plan liability, net
18,003

 
17,783

Other long-term liabilities
1,729

 
2,078

Long-term debt
9,824

 
8,730

Shareholders’ equity:
 
 
 
Common stock, par value $5.00 – 1,200,000,000 shares authorized; 1,012,261,159 shares issued
5,061

 
5,061

Additional paid-in capital
4,808

 
4,834

Treasury stock, at cost - 393,301,648 and 345,637,354 shares
(35,763
)
 
(29,568
)
Retained earnings
40,641

 
38,756

Accumulated other comprehensive loss
(12,658
)
 
(12,748
)
Total shareholders’ equity
2,089

 
6,335

Noncontrolling interests
61

 
62

Total equity
2,150

 
6,397

Total liabilities and equity

$88,950

 

$94,408

See Notes to the Condensed Consolidated Financial Statements.

3
Table of Contents

The Boeing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in millions)
Nine months ended September 30
  
2016


2015

Cash flows – operating activities:
 

 
Net earnings

$3,264



$4,150

Adjustments to reconcile net earnings to net cash provided by operating activities:
 

 
Non-cash items – 
 

 
Share-based plans expense
144


141

Depreciation and amortization
1,364


1,349

Investment/asset impairment charges, net
61


124

Customer financing valuation benefit
(5
)

(3
)
Loss on dispositions, net
10

 


Other charges and credits, net
219


230

Excess tax benefits from share-based payment arrangements



(139
)
Changes in assets and liabilities – 
 

 
Accounts receivable
(517
)

(1,202
)
Inventories, net of advances and progress billings
4,334


(2,186
)
Accounts payable
1,366


1,058

Accrued liabilities
82


(196
)
Advances and billings in excess of related costs
(1,717
)

270

Income taxes receivable, payable and deferred
(725
)

824

Other long-term liabilities
(67
)

40

Pension and other postretirement plans
144


1,837

Customer financing, net
(195
)

45

Other
(95
)

(98
)
Net cash provided by operating activities
7,667


6,244

Cash flows – investing activities:
 
 
 
Property, plant and equipment additions
(2,014
)
 
(1,827
)
Property, plant and equipment reductions
14

 
24

Acquisitions, net of cash acquired


 
(23
)
Contributions to investments
(928
)
 
(1,341
)
Proceeds from investments
956

 
2,169

Other
8

 
33

Net cash used by investing activities
(1,964
)
 
(965
)
Cash flows – financing activities:
 
 
 
New borrowings
1,323

 
761

Debt repayments
(836
)
 
(864
)
Stock options exercised
192

 
331

Excess tax benefits from share-based payment arrangements


 
139

Employee taxes on certain share-based payment arrangements
(83
)
 
(93
)
Common shares repurchased
(6,501
)
 
(6,001
)
Dividends paid
(2,084
)
 
(1,882
)
Other
(24
)
 


Net cash used by financing activities
(8,013
)
 
(7,609
)
Effect of exchange rate changes on cash and cash equivalents
(6
)
 
(20
)
Net decrease in cash and cash equivalents
(2,316
)
 
(2,350
)
Cash and cash equivalents at beginning of year
11,302

 
11,733

Cash and cash equivalents at end of period

$8,986

 

$9,383

See Notes to the Condensed Consolidated Financial Statements.

4
Table of Contents

The Boeing Company and Subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited)
 
Boeing shareholders
 
 
(Dollars in millions, except per share data)
Common
Stock

Additional
Paid-In
Capital

Treasury Stock

Retained
Earnings

Accumulated Other Comprehensive Loss

Non-
controlling
Interests

Total

Balance at January 1, 2015

$5,061


$4,625


($23,298
)

$36,180


($13,903
)

$125


$8,790

Net earnings
 
 
 
4,150

 
(2
)
4,148

Other comprehensive income, net of tax of ($400)
 
 
 
 
640

 
640

Share-based compensation and related dividend equivalents
 
154

 
(13
)
 
 
141

Excess tax pools
 
141

 
 
 
 
141

Treasury shares issued for stock options exercised, net
 
(19
)
350

 
 
 
331

Treasury shares issued for other share-based plans, net
 
(130
)
51

 
 
 
(79
)
Common shares repurchased
 
 
(6,001
)
 
 
 
(6,001
)
Cash dividends declared ($1.82 per share)
 
 
 
(1,248
)
 
 
(1,248
)
Changes in noncontrolling interests
 
 
 
 
 
(77
)
(77
)
Balance at September 30, 2015

$5,061


$4,771


($28,898
)

$39,069


($13,263
)

$46


$6,786

 
 
 
 
 
 
 
 
Balance at January 1, 2016

$5,061


$4,834


($29,568
)

$38,756


($12,748
)

$62


$6,397

Net earnings
 
 
 
3,264

 
(1
)
3,263

Other comprehensive income, net of tax of ($51)
 
 
 
 
90

 
90

Share-based compensation and related dividend equivalents
 
158

 
(15
)
 
 
143

Treasury shares issued for stock options exercised, net
 
(30
)
222

 
 
 
192

Treasury shares issued for other share-based plans, net
 
(154
)
84

 
 
 
(70
)
Common shares repurchased
 
 
(6,501
)
 
 
 
(6,501
)
Cash dividends declared ($2.18 per share)
 
 
 
(1,364
)
 
 
(1,364
)
Balance at September 30, 2016

$5,061


$4,808


($35,763
)

$40,641


($12,658
)

$61


$2,150

See Notes to the Condensed Consolidated Financial Statements.

5
Table of Contents

The Boeing Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Summary of Business Segment Data
(Unaudited)
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues:
 
 
 
 



Commercial Airplanes

$48,828

 

$49,950

 

$16,973



$17,692

Defense, Space & Security:
 
 
 
 



Boeing Military Aircraft
9,898

 
10,237

 
3,260


4,037

Network & Space Systems
5,246

 
5,797

 
1,701


2,127

Global Services & Support
7,494

 
6,569

 
2,547


2,186

Total Defense, Space & Security
22,638

 
22,603

 
7,508


8,350

Boeing Capital
211

 
315

 
63


114

Unallocated items, eliminations and other
(392
)
 
(327
)
 
(646
)
 
(307
)
Total revenues

$71,285

 

$72,541

 

$23,898



$25,849

Earnings from operations:
 
 
 
 



Commercial Airplanes

$1,657

 

$4,591

 

$1,597



$1,768

Defense, Space & Security:
 
 
 
 



Boeing Military Aircraft
943

 
874

 
434


494

Network & Space Systems
336

 
563

 
35


245

Global Services & Support
920

 
874

 
315


283

Total Defense, Space & Security
2,199

 
2,311

 
784


1,022

Boeing Capital
36

 
41

 
13


10

Segment operating profit/(loss)
3,892

 
6,943

 
2,394

 
2,800

Unallocated items, eliminations and other
(241
)
 
(661
)
 
(112
)
 
(220
)
Earnings from operations
3,651

 
6,282

 
2,282


2,580

Other income/(loss), net
41

 
(23
)
 
2


(26
)
Interest and debt expense
(227
)
 
(203
)
 
(81
)

(67
)
Earnings before income taxes
3,465

 
6,056

 
2,203


2,487

Income tax (expense)/benefit
(201
)
 
(1,906
)
 
76


(783
)
Net earnings

$3,264

 

$4,150

 

$2,279



$1,704

This information is an integral part of the Notes to the Condensed Consolidated Financial Statements. See Note 17 for further segment results.

6
Table of Contents

The Boeing Company and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
(Dollars in millions, except per share data)
(Unaudited)
Note 1 – Basis of Presentation
The condensed consolidated interim financial statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing”, the “Company”, “we”, “us”, or “our”). In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements. The results of operations for the period ended September 30, 2016 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2015 Annual Report on Form 10-K. Certain amounts in prior periods have been reclassified to conform to the current period's presentation.
Standards Issued and Not Yet Implemented
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016 - 02, Leases (Topic 842). The new standard is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The standard will require lessees to report most leases as assets and liabilities on the balance sheet, while lessor accounting will remain substantially unchanged. The standard requires a modified retrospective transition approach for existing leases, whereby the new rules will be applied to the earliest year presented. We do not expect the new lease standard to have a material effect on our financial position, results of operations or cash flows.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The new standard was originally effective for reporting periods beginning after December 15, 2016 and early adoption was not permitted. On August 12, 2015, the FASB approved a one year delay of the effective date to reporting periods beginning after December 15, 2017, while permitting companies to voluntarily adopt the new standard as of the original effective date. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company plans to adopt the new standard effective January 1, 2018 and is continuing to evaluate the impacts of adoption and the implementation approach to be used.
Standards Issued and Implemented
In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. The new standard is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted. The standard requires excess tax benefits or deficiencies for share-based payments to be recorded in the period shares vest or settle as income tax expense or benefit, rather than within Additional paid-in capital. Cash flows related to excess tax benefits will be included in Net cash provided by operating activities and will no longer be separately classified as a financing activity. The standard also allows us to repurchase more of an employee’s shares for tax withholding purposes and provides an accounting policy election to account for forfeitures as they occur. We have elected to continue to estimate forfeitures and are not planning to change tax withholdings.
The Company prospectively adopted the standard during the three months ended June 30, 2016 effective January 1, 2016. For the nine months ended September 30, 2016, this resulted in an increase of $64 to Net earnings and $0.10 to diluted earnings per share and for the three months ended September 30, 2016, an increase of $10 to Net earnings and $0.02 to diluted earnings per share. Adoption also resulted in a $64

7
Table of Contents

increase in Net cash provided by operating activities and a corresponding $64 reduction in Net cash used by financing activities for the nine months ended September 30, 2016.

Use of Estimates
Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported in the Condensed Consolidated Financial Statements. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these Notes to the Condensed Consolidated Financial Statements.
Contract accounting is used for development and production activities predominantly by Defense, Space & Security (BDS). Contract accounting involves a judgmental process of estimating total sales and costs for each contract resulting in the development of estimated cost of sales percentages. Changes in estimated revenues, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s percent complete. For the nine months ended September 30, 2016 and 2015, net unfavorable cumulative catch-up adjustments to prior years' earnings, including reach-forward losses, across all contracts decreased Earnings from operations by $656 and $384 and diluted earnings per share by $0.95 and $0.38. For the three months ended September 30, 2016, net unfavorable cumulative catch-up adjustments to prior years' earnings, including reach-forward losses, across all contracts decreased Earnings from operations by $69 and diluted earnings per share by $0.11. For the three months ended September 30, 2015, net favorable cumulative catch-up adjustments, including reach-forward losses, across all contracts increased Earnings from operations by $210 and diluted earnings per share by $0.21.
Note 2 – Earnings Per Share
Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.
Basic earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the basic weighted average common shares outstanding.
Diluted earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the diluted weighted average common shares outstanding.

8
Table of Contents

The elements used in the computation of basic and diluted earnings per share were as follows:
(In millions - except per share amounts)
Nine months ended September 30
 
Three months ended September 30
 
2016

 
2015

 
2016

 
2015

Net earnings

$3,264

 

$4,150

 

$2,279

 

$1,704

Less: earnings available to participating securities
3

 
5

 
3

 
3

Net earnings available to common shareholders

$3,261

 

$4,145

 

$2,276

 

$1,701

Basic
 
 
 
 
 
 
 
Basic weighted average shares outstanding
641.2

 
692.9

 
625.5

 
681.3

Less: participating securities
1.0

 
1.1

 
0.9

 
1.2

Basic weighted average common shares outstanding
640.2

 
691.8

 
624.6

 
680.1

Diluted
 
 
 
 
 
 
 
Basic weighted average shares outstanding
641.2

 
692.9

 
625.5

 
681.3

Dilutive potential common shares(1)
6.7

 
8.0

 
7.2

 
7.7

Diluted weighted average shares outstanding
647.9

 
700.9

 
632.7

 
689.0

Less: participating securities
1.0

 
1.1

 
0.9

 
1.2

Diluted weighted average common shares outstanding
646.9

 
699.8

 
631.8

 
687.8

Net earnings per share:
 
 
 
 
 
 
 
Basic

$5.09

 

$5.99

 

$3.64

 

$2.50

Diluted
5.04

 
5.92

 
3.60

 
2.47

(1) 
Diluted earnings per share includes any dilutive impact of stock options, restricted stock units, performance-based restricted stock units and performance awards.
The following table includes the number of shares that may be dilutive potential common shares in the future. These shares were not included in the computation of diluted earnings per share because the effect was either antidilutive or the performance condition was not met.
(Shares in millions)
Nine months ended September 30
 
Three months ended September 30
 
2016

 
2015

 
2016

 
2015

Performance awards
7.0

 
5.9

 
6.2

 
5.9

Performance-based restricted stock units
2.8

 
2.3

 
3.1

 
2.3

Note 3 – Income Taxes
Our effective income tax rates were 5.8% and (3.4)% for the nine and three months ended September 30, 2016 and 31.5% for the same periods in the prior year. The 2016 effective tax rates are lower than the prior year due to $440 of additional tax benefits recorded in the third quarter of 2016 related to the application of a 2012 Federal Court of Claims decision that allowed the tax basis in certain assets to be increased. Also, in the third quarter of 2016 a tax benefit of $177 was recorded as a result of the settlement of the 2011-2012 federal tax audit. Additionally, the 2016 effective tax rates include the favorable impact of the permanent reinstatement of the U.S. research and development tax credit at the end of 2015.
The total amount of unrecognized tax benefits decreased from $1,617 as of December 31, 2015 to $1,378 as of September 30, 2016 primarily due to the tax basis adjustment and settlement of the 2011-2012 federal tax audit, as discussed above.

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Federal income tax audits have been settled for all years prior to 2013. The Internal Revenue Service (IRS) will begin the 2013-2014 federal tax audit in the fourth quarter of 2016. We are also subject to examination in major state and international jurisdictions for the 2001-2015 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.
Note 4 – Inventories
Inventories consisted of the following:
 
September 30
2016

 
December 31
2015

Long-term contracts in progress

$12,459

 

$13,858

Commercial aircraft programs
53,113

 
55,230

Commercial spare parts, used aircraft, general stock materials and other
5,521

 
6,673

Inventory before advances and progress billings
71,093

 
75,761

Less advances and progress billings
(28,413
)
 
(28,504
)
Total

$42,680

 

$47,257

Long-Term Contracts in Progress
Long-term contracts in progress includes Delta launch program inventory that is being sold at cost to United Launch Alliance (ULA) under an inventory supply agreement that terminates on March 31, 2021. The inventory balance was $120 (net of advances of $253 and $310) at September 30, 2016 and December 31, 2015. See indemnifications to ULA in Note 9.
Included in inventories are capitalized precontract costs of $650 and $732 primarily related to KC-46A Tanker and C-17 at September 30, 2016 and December 31, 2015.
Commercial Aircraft Programs
At September 30, 2016 and December 31, 2015, commercial aircraft programs inventory included the following amounts related to the 787 program: $33,423 and $34,656 of work in process (including deferred production costs of $27,523 and $28,510), $2,345 and $2,551 of supplier advances, and $3,691 and $3,890 of unamortized tooling and other non-recurring costs. At September 30, 2016, $22,521 of 787 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders and $8,693 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.
We produced the fourth and fifth flight test aircraft for the 787 program in 2009 but were unable to sell them at acceptable prices. The aircraft had been used extensively for flight and ground testing and we intended to begin to refurbish the aircraft in early 2017 for commercial sale based on sales activity and market interest. However, during the second quarter of 2016 we determined that firm orders for these aircraft prior to refurbishment were now unlikely, and that the Company would not invest company funds for their refurbishment. The Company also determined the costs to refurbish the aircraft at a future date would be prohibitively expensive. We therefore determined that the aircraft are not commercially saleable, and accordingly, costs of $1,235 associated with these aircraft were reclassified from 787 program inventory to research and development expense. The reclassification also impacted 787 deferred production costs, reducing the balance by $1,011 at June 30, 2016.

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At September 30, 2016 and December 31, 2015, commercial aircraft programs inventory included the following amounts related to the 747 program: $0 and $942 of deferred production costs, net of reach-forward losses, and $298 and $377 of unamortized tooling costs. At September 30, 2016, $99 of unamortized tooling costs are expected to be recovered from units included in the program accounting quantity that have firm orders and $199 is expected to be recovered from units included in the program accounting quantity that represent expected future orders. At September 30, 2016 and December 31, 2015, work in process inventory included a number of completed 747 aircraft that we expect to recover from future orders.
Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $3,257 and $3,166 at September 30, 2016 and December 31, 2015.
Used aircraft in inventories at Commercial Airplanes totaled $224 and $267 at September 30, 2016 and December 31, 2015.
Note 5 – Customer Financing
Customer financing primarily relates to the Boeing Capital (BCC) segment and consisted of the following:
 
September 30
2016

 
December 31
2015

Financing receivables:
 
 
 
Investment in sales-type/finance leases

$1,473

 

$1,620

Notes
417

 
256

Total financing receivables
1,890

 
1,876

Operating lease equipment, at cost, less accumulated depreciation of $229 and $338
1,887

 
1,710

Gross customer financing
3,777

 
3,586

Less allowance for losses on receivables
(11
)
 
(16
)
Total

$3,766

 

$3,570

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms. At September 30, 2016 and December 31, 2015, we individually evaluated for impairment customer financing receivables of $61 and $86. At September 30, 2016 and December 31, 2015, $46 and $0 was determined to be impaired. We recorded no allowance for losses on these impaired receivables as the collateral values exceeded the carrying values of the receivables.
The adequacy of the allowance for losses is assessed quarterly. Three primary factors influencing the level of our allowance for losses on customer financing receivables are customer credit ratings, default rates and collateral values. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by the major credit rating agencies.

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Our financing receivable balances by internal credit rating category are shown below: 
Rating categories
September 30
2016

 
December 31
2015

BBB

$898

 

$973

BB
476

 
536

B
470

 
258

CCC
46

 
23

Other


 
86

Total carrying value of financing receivables

$1,890

 

$1,876

At September 30, 2016, our allowance related to receivables with ratings of B, BB and BBB. We applied default rates that averaged 13%, 9% and 1%, respectively, to the exposure associated with those receivables.
Customer Financing Exposure
Customer financing is collateralized by security in the related asset. The value of the collateral is closely tied to commercial airline performance and overall market conditions and may be subject to reduced valuation with market decline. Declines in collateral values could result in asset impairments, reduced finance lease income, and an increase in the allowance for losses. Our customer financing collateral is concentrated in 747-8 and out-of-production aircraft. Generally, out-of-production aircraft have experienced greater collateral value declines than in-production aircraft.
The majority of customer financing carrying values are concentrated in the following aircraft models:
 
September 30
2016

 
December 31
2015

717 Aircraft ($353 and $372 accounted for as operating leases)

$1,314

 

$1,415

747-8 Aircraft ($1,094 and $916 accounted for as operating leases)
1,120

 
916

MD-80 Aircraft (Accounted for as sales-type finance leases)
269

 
314

757 Aircraft ($44 and $48 accounted for as operating leases)
251

 
270

767 Aircraft ($90 and $84 accounted for as operating leases)
178

 
185

747-400 Aircraft (Accounted for as operating leases)
170

 
122

777 Aircraft (Accounted for as notes)
164

 
23

737 Aircraft (Accounted for as operating leases)
106

 
115


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Note 6 – Investments
Our investments, which are recorded in Short-term and other investments or Investments, consisted of the following:
 
September 30
2016

 
December 31
2015

Time deposits

$127

 

$456

Pledged money market funds (1)
39

 
38

Available-for-sale investments
541

 
244

Equity method investments (2)
1,211

 
1,230

Restricted cash (3)
27

 
31

Other investments
40

 
35

Total

$1,985

 

$2,034

(1) 
Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.
(2) 
Dividends received were $249 and $83 for the nine and three months ended September 30, 2016 and $186 and $62 during the same periods in the prior year.
(3) 
Restricted to pay certain claims related to workers' compensation and life insurance premiums for certain employees.
Note 7 – Other Assets
Sea Launch
At September 30, 2016 and December 31, 2015, Other assets included $356 of receivables related to our former investment in the Sea Launch venture which became payable by certain Sea Launch partners following Sea Launch’s bankruptcy filing in June 2009. The $356 includes $147 related to a payment made by us under a bank guarantee on behalf of Sea Launch and $209 related to loans (partner loans) we made to Sea Launch. The net amounts owed to Boeing by each of the partners are as follows: S.P. Koroley Rocket and Space Corporation Energia of Russia – $223, PO Yuzhnoye Mashinostroitelny Zavod of Ukraine – $89 and KB Yuzhnoye of Ukraine – $44.
Although each partner is contractually obligated to reimburse us for its share of the bank guarantee, the Russian and Ukrainian partners have raised defenses to enforcement and contested our claims. On February 1, 2013, we filed an action in the United States District Court for the Central District of California seeking reimbursement from the other Sea Launch partners of the $147 bank guarantee payment and the $209 partner loan obligations. On May 12, 2016, the court issued a judgment in favor of Boeing relating to the bank guarantee payment and the partner loan obligations. Prior to these proceedings, we had filed a Notice of Arbitration with the Stockholm Chamber of Commerce seeking reimbursement from the other partners for a portion of these amounts. On May 16, 2016, the appellate court in Sweden dismissed the Swedish proceedings at our request.
We continue to pursue collection efforts in connection with the court judgment and continue to believe the partners have the financial wherewithal to pay and intend to pursue vigorously all of our rights and remedies. In the event we are unable to secure reimbursement of $147 related to our payment under the bank guarantee and $209 related to partner loans made to Sea Launch, we could incur additional charges. Our current assessment as to the collectability of these receivables takes into account the current economic conditions in Russia and Ukraine, although we will continue to monitor the situation.

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Spirit AeroSystems
As of September 30, 2016 and December 31, 2015, Other assets included $140 of receivables related to indemnifications from Spirit AeroSystems, Inc. (Spirit), for costs incurred related to pension and retiree medical obligations of former Boeing employees that were subsequently employed by Spirit. During the fourth quarter of 2014, Boeing filed a complaint against Spirit in Delaware Superior Court seeking to enforce our rights to indemnification and to recover from Spirit amounts incurred by Boeing for pension and retiree medical obligations. We expect to fully recover from Spirit.
Note 8 – Commitments and Contingencies
Environmental
The following table summarizes environmental remediation activity during the nine months ended September 30, 2016 and 2015.
 
2016

 
2015

Beginning balance – January 1

$566

 

$601

Reductions for payments made
(33
)
 
(52
)
Changes in estimates
43

 
34

Ending balance – September 30

$576

 

$583

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios that includes the high end of a range of reasonably possible cost estimates for all remediation sites for which we have sufficient information based on our experience and existing laws and regulations. There are some potential remediation obligations where the costs of remediation cannot be reasonably estimated. At September 30, 2016 and December 31, 2015, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $873 and $853.
Product Warranties
The following table summarizes product warranty activity recorded during the nine months ended September 30, 2016 and 2015.
 
2016

 
2015

Beginning balance – January 1

$1,485

 

$1,504

Additions for current year deliveries
293

 
312

Reductions for payments made
(258
)
 
(262
)
Changes in estimates
(103
)
 
(101
)
Ending balance - September 30

$1,417

 

$1,453

Commercial Aircraft Commitments
In conjunction with signing definitive agreements for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. The probability that trade-in commitments will be exercised is determined by using both quantitative information from valuation sources and qualitative information from other sources. The probability of exercise is assessed quarterly, or as events trigger a change, and takes into consideration the current economic and airline industry environments. Trade-in commitments, which

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can be terminated by mutual consent with the customer, may be exercised only during the period specified in the agreement, and require advance notice by the customer.
Trade-in commitment agreements at September 30, 2016 have expiration dates from 2016 through 2026. At September 30, 2016, and December 31, 2015 total contractual trade-in commitments were $1,385 and $1,585. As of September 30, 2016 and December 31, 2015, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $170 and $240 and the fair value of the related trade-in aircraft was $170 and $240.
Financing Commitments
Financing commitments, which include commitments to provide financing related to aircraft on order, under option for deliveries or proposed as part of sales campaigns, totaled $17,425 and $16,283 as of September 30, 2016 and December 31, 2015. The estimated earliest potential funding dates for these commitments as of September 30, 2016 are as follows:
  
Total

October through December 2016

$567

2017
3,703

2018
3,527

2019
4,003

2020
2,399

Thereafter
3,226

 

$17,425

As of September 30, 2016, $15,266 of these financing commitments related to customers we believe have less than investment-grade credit. We have concluded that no reserve for future potential losses is required for these financing commitments based upon the terms, such as collateralization and interest rates, under which funding would be provided.
Standby Letters of Credit and Surety Bonds
We have entered into standby letters of credit and surety bonds with financial institutions primarily relating to the guarantee of our future performance on certain contracts. Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $4,368 and $4,968 as of September 30, 2016 and December 31, 2015.
Commitments to ULA
We and Lockheed Martin Corporation have each committed to provide ULA with additional capital contributions in the event ULA does not have sufficient funds to make a required payment to us under an inventory supply agreement. As of September 30, 2016, ULA’s total remaining obligation to Boeing under the inventory supply agreement was $120. See Note 4.

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F/A-18
At September 30, 2016, our backlog included 28 F/A-18 aircraft under contract with the U.S. Navy. The Consolidated Appropriations Act, 2016, passed in December 2015, funds 12 additional F/A-18 aircraft that, combined with the orders in backlog, would complete production in mid-2018. The President’s Fiscal Year 2017 Budget request submitted in February 2016 includes funding for two additional F/A-18 aircraft. In May 2016, both congressional appropriations committees included additional F/A-18s in their proposed FY17 defense funding bills. The Senate bill includes funding for 14 F/A-18s and the House bill includes funding for a total of 16 F/A-18s. On September 28, 2016, the White House approved the proposed sale of up to 40 F/A-18 aircraft to Kuwait subject to the Congressional Notification process. We are continuing to work with our U.S. customers as well as international customers to secure additional orders that would extend the program beyond 2018. Should additional orders not materialize, it is reasonably possible that we will decide to end production of the F/A-18 in 2018. We are still evaluating the full financial impact of a potential production shutdown, including any recovery that may be available from the U.S. government.
United States Government Defense Environment Overview
The enactment of The Bipartisan Budget Act of 2015 in November 2015 established overall defense spending levels for FY2016 and FY2017. However, uncertainty remains with respect to levels of defense spending for FY2018 and beyond including risk of future sequestration cuts.
Significant uncertainty also continues with respect to program-level appropriations for the U.S. Department of Defense (U.S. DoD) and other government agencies, including the National Aeronautics and Space Administration, within the overall budgetary framework described above. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the authorization and appropriations process could result in reductions, cancellations and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company's operations, financial position and/or cash flows.
On September 29, 2016 a continuing resolution was enacted to fund the U.S. government through December 9, 2016. After this date, if Congress is unable to pass appropriations bills in a timely manner, a government shutdown could result which may have impacts above and beyond those resulting from budget cuts, sequestration impacts or program-level appropriations. For example, requirements to furlough employees in the U.S. DoD or other government agencies could result in payment delays, impair our ability to perform work on existing contracts, and/or negatively impact future orders.
BDS Fixed-Price Development Contracts
Fixed-price development work is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work. BDS fixed-price contracts with significant development work include Commercial Crew, Saudi F-15, USAF KC-46A Tanker and commercial and military satellites. The operational and technical complexities of these contracts create financial risk, which could trigger termination provisions, order cancellations or other financially significant exposure. Changes to cost and revenue estimates could result in lower margins or material charges for reach-forward losses. For example, during 2016, we have recorded additional reach-forward losses of $816 on the KC-46A Tanker program and a charge of $162 resulting from a reach-forward loss of $38 on the Commercial Crew Program. Moreover, both of these programs remain subject to additional reach-forward losses if we experience further technical or quality issues, schedule delays, or increased costs. 

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KC-46A Tanker
In 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver four next generation aerial refueling tankers. This Engineering, Manufacturing and Development (EMD) contract is a fixed-price incentive fee contract valued at $4.9 billion and involves highly complex designs and systems integration. In August 2016, the USAF authorized LRIP lots for 7 and 12 aircraft valued at $2.8 billion. At September 30, 2016, we had approximately $298 of capitalized precontract costs and $690 of potential termination liabilities to suppliers associated with aircraft we expect USAF to authorize in the future.
Recoverable Costs on Government Contracts  
Our final incurred costs for each year are subject to audit and review for allowability by the U.S. government, which can result in payment demands related to costs they believe should be disallowed. We work with the U.S. government to assess the merits of claims and where appropriate reserve for amounts disputed. If we are unable to satisfactorily resolve disputed costs, we could be required to record an earnings charge and/or provide refunds to the U.S. government.
Russia/Ukraine
We continue to monitor political unrest involving Russia and Ukraine, where we and some of our suppliers source titanium products and/or have operations. A number of our commercial customers also have operations in Russia and Ukraine. To date, we have not experienced any significant disruptions to production or deliveries. Should suppliers or customers experience disruption, our production and/or deliveries could be materially impacted.
747 Program
Lower-than-expected demand for large commercial passenger and freighter aircraft and slower-than-expected growth of global freight traffic have continued to drive market uncertainties, pricing pressures and fewer orders than anticipated. As a result, during the second quarter of 2016, we canceled previous plans to return to a production rate of 1.0 aircraft per month beginning in 2019, resulting in a reduction in the program accounting quantity from 1,574 to 1,555 aircraft. This reduction in the program accounting quantity, together with lower anticipated revenues from future sales and higher costs associated with producing fewer airplanes, resulted in a reach-forward loss of $1,188 in the second quarter. We previously recognized reach-forward losses of $885 and $70 during the second half of 2015 and the first quarter of 2016, respectively, related to the prior decision to reduce the production rate to 0.5 per month and lower estimated revenue from future sales due to ongoing pricing and market pressures. We reduced the rate from 1.0 to 0.5 per month in September 2016. The adjusted program accounting quantity includes 27 undelivered aircraft, currently scheduled to be produced through 2019. We continue to have a number of completed aircraft in inventory as well as unsold production positions and we remain focused on obtaining additional orders and implementing cost-reduction efforts. If we are unable to obtain sufficient orders and/or market, production and other risks cannot be mitigated, we could record additional losses that may be material, and it is reasonably possible that we could decide to end production of the 747.
787 Program
The 787 program continues to have near breakeven gross margins. The combination of production challenges, change incorporation on early build aircraft, schedule delays, customer and supplier impacts and changes to price escalation factors has created significant pressure on program profitability. If risks related to this program, including risks associated with productivity improvements, supply chain management, planned production rate increases or introducing and manufacturing the 787-10 derivative as scheduled cannot be mitigated, the program could record a reach-forward loss that may be material.

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Note 9 – Arrangements with Off-Balance Sheet Risk
We enter into arrangements with off-balance sheet risk in the normal course of business, primarily in the form of guarantees.
The following table provides quantitative data regarding our third party guarantees. The maximum potential payments represent a “worst-case scenario,” and do not necessarily reflect amounts that we expect to pay. Estimated proceeds from collateral and recourse represent the anticipated values of assets we could liquidate or receive from other parties to offset our payments under guarantees. The carrying amount of liabilities represents the amount included in Accrued liabilities.
  
Maximum
Potential Payments
 
Estimated Proceeds from
Collateral/Recourse
 
Carrying Amount of
 Liabilities
 
September 30
2016

December 31
2015

 
September 30
2016

December 31
2015

 
September 30
2016

December 31
2015

Contingent repurchase commitments

$1,556


$1,529

 

$1,544


$1,510

 

$9


$7

Indemnifications to ULA:
 
 
 
 
 
 
 
 
Contributed Delta program launch inventory
82

107

 
 
 
 
 
 
Contract pricing
261

261

 
 
 
 
7

7

Other Delta contracts
216

231

 
 
 
 
5

5

Credit guarantees
29

30

 
27

27

 
2

2

Contingent Repurchase Commitments The repurchase price specified in contingent repurchase commitments is generally lower than the expected fair value at the specified repurchase date. Estimated proceeds from collateral/recourse in the table above represent the lower of the contracted repurchase price or the expected fair value of each aircraft at the specified repurchase date.
Indemnifications to ULA In 2006, we agreed to indemnify ULA through December 31, 2020 against potential non-recoverability and non-allowability of $1,360 of Boeing Delta launch program inventory included in contributed assets plus $1,860 of inventory subject to an inventory supply agreement which ends on March 31, 2021. Since inception, ULA has consumed $1,278 of the $1,360 of inventory that was contributed by us and has yet to consume $82. Under the inventory supply agreement, we have recorded revenues and cost of sales of $1,436 through September 30, 2016. ULA has made payments of $1,740 to us under the inventory supply agreement and we have made $63 of net indemnification payments to ULA.
We agreed to indemnify ULA against potential losses that ULA may incur in the event ULA is unable to obtain certain additional contract pricing from the USAF for four satellite missions. In 2009, ULA filed a complaint before the Armed Services Board of Contract Appeals (ASBCA) for a contract adjustment for the price of two of these missions, followed in 2011 by a subsequent notice of appeal with respect to a third mission. The USAF did not exercise an option for a fourth mission prior to the expiration of the contract. During the second quarter of 2016, the ASBCA ruled that ULA is entitled to additional contract pricing for each of the three missions and remanded to the parties to negotiate appropriate pricing. However, if the USAF appeals the ASBCA's ruling, and ULA is ultimately unsuccessful in obtaining additional pricing, we may be responsible for an indemnification payment up to $261 and may record up to $277 in pre-tax losses associated with the three missions.

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Potential payments for Other Delta contracts include $85 related to deferred support costs and $91 related to deferred production costs. In June 2011, the Defense Contract Management Agency (DCMA) notified ULA that it had determined that $271 of deferred support costs are not recoverable under government contracts. In December 2011, the DCMA notified ULA of the potential non-recoverability of an additional $114 of deferred production costs. ULA and Boeing believe that all costs are recoverable and in November 2011, ULA filed a certified claim with the USAF for collection of deferred support and production costs. The USAF issued a final decision denying ULA’s certified claim in May 2012. On June 14, 2012, Boeing and ULA filed a suit in the Court of Federal Claims seeking recovery of the deferred support and production costs from the U.S. government. On November 9, 2012, the U.S. government filed an answer to our claim and asserted a counterclaim for credits that it alleges were offset by deferred support cost invoices. We believe that the U.S. government’s counterclaim is without merit, and have filed an answer challenging it on multiple grounds. The litigation is in the discovery phase, and the Court has not yet set a trial date. If, contrary to our belief, it is determined that some or all of the deferred support or production costs are not recoverable, we could be required to record pre-tax losses and make indemnification payments to ULA for up to $317 of the costs questioned by the DCMA.
Other Indemnifications In conjunction with our sales of Electron Dynamic Devices, Inc. and Rocketdyne Propulsion and Power businesses and our Commercial Airplanes facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma, we agreed to indemnify, for an indefinite period, the buyers for costs relating to pre-closing environmental conditions and certain other items. We are unable to assess the potential number of future claims that may be asserted under these indemnifications, nor the amounts thereof (if any). As a result, we cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded. To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 8.
Credit Guarantees We have issued credit guarantees, principally to facilitate the sale and/or financing of commercial aircraft. Under these arrangements, we are obligated to make payments to a guaranteed party in the event that lease or loan payments are not made by the original lessee or debtor or certain specified services are not performed. A substantial portion of these guarantees has been extended on behalf of original lessees or debtors with less than investment-grade credit. Our commercial aircraft credit guarantees are collateralized by the underlying commercial aircraft and certain other assets. Current outstanding credit guarantees expire within the next four years.
Note 10 – Debt
On May 18, 2016, we issued $1,200 of fixed rate senior notes consisting of $400 due June 15, 2023 that bear an annual interest rate of 1.875%, $400 due June 15, 2026 that bear an annual interest rate of 2.25%, and $400 due June 15, 2046 that bear an annual interest rate of 3.375%. The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness. The net proceeds of the issuance totaled $1,170, after deducting underwriting discounts, commissions and offering expenses.

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Note 11 – Postretirement Plans
The components of net periodic benefit cost were as follows:
  
Nine months ended September 30
 
Three months ended September 30
Pension Plans
2016

 
2015

 
2016

 
2015

Service cost

$488

 

$1,325

 

$162

 

$441

Interest cost
2,287

 
2,242

 
761

 
748

Expected return on plan assets
(2,998
)
 
(3,024
)
 
(1,000
)
 
(1,008
)
Amortization of prior service costs
29

 
147

 
9

 
49

Recognized net actuarial loss
592

 
1,184

 
198

 
392

Settlement/curtailment/other losses
39

 
194

 
6

 
83

Net periodic benefit cost

$437

 

$2,068

 

$136

 

$705

Net periodic benefit cost included in Earnings from operations

$1,545

 

$1,837

 

$453

 

$529

  
Nine months ended September 30
 
Three months ended September 30
Other Postretirement Benefits
2016

 
2015

 
2016

 
2015

Service cost

$96

 

$105

 

$32

 

$35

Interest cost
196

 
186

 
66

 
62

Expected return on plan assets
(6
)
 
(6
)
 
(2
)
 
(2
)
Amortization of prior service credits
(94
)
 
(102
)
 
(32
)
 
(34
)
Recognized net actuarial loss
17

 
23

 
5

 
8

Settlement and curtailment loss


 
9

 

 
4

Net periodic benefit cost

$209

 

$215

 

$69

 

$73

Net periodic benefit cost included in Earnings from operations

$213

 

$226

 

$63

 

$65

Note 12 – Share-Based Compensation and Other Compensation Arrangements
Restricted Stock Units
On February 22, 2016, we granted to our executives 777,837 restricted stock units (RSUs) as part of our long-term incentive program with a grant date fair value of $117.50 per unit. The RSUs granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.
Performance-Based Restricted Stock Units
On February 22, 2016, we granted to our executives 721,176 performance-based restricted stock units (PBRSUs) as part of our long-term incentive program with a grant date fair value of $126.74 per unit. Compensation expense for the award is recognized over the three-year performance period based upon the grant date fair value estimated using a Monte-Carlo simulation model. The model used the following assumptions: expected volatility of 22.44% based upon historical stock volatility, a risk-free interest rate of 0.92%, and no expected dividend yield because the units earn dividend equivalents.

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Performance Awards
On February 22, 2016, we granted to our executives performance awards as part of our long-term incentive program with a payout based on the achievement of financial goals for the three-year period ending December 31, 2018. At September 30, 2016, the minimum payout amount is $0 and the maximum amount we could be required to pay out is $344.
Note 13 – Shareholders' Equity
Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive income/(loss) (AOCI) by component for the nine and three months ended September 30, 2016 and 2015 were as follows:
 
Currency Translation Adjustments

 
Unrealized Gains and Losses on Certain Investments

 
Unrealized Gains and Losses on Derivative Instruments

 
Defined Benefit Pension Plans & Other Postretirement Benefits

 
Total (1)

Balance at January 1, 2015

$53

 

($8
)
 

($136
)
 

($13,812
)
 

($13,903
)
Other comprehensive income/(loss) before reclassifications
(79
)
 
5

 
(139
)
 
4

 
(209
)
Amounts reclassified from AOCI

 

 
52

 
797

(2) 
849

Net current period Other comprehensive income/(loss)
(79
)
 
5

 
(87
)
 
801

 
640

Balance at September 30, 2015

($26
)
 

($3
)
 

($223
)
 

($13,011
)
 

($13,263
)
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016

($39
)
 

 

($197
)
 

($12,512
)
 

($12,748
)
Other comprehensive income/(loss) before reclassifications
(3
)
 
1

 
54

 
(384
)
 
(332
)
Amounts reclassified from AOCI

 

 
58

 
364

(2) 
422

Net current period Other comprehensive income/(loss)
(3
)
 
1

 
112

 
(20
)
 
90

Balance at September 30, 2016

($42
)
 

$1

 

($85
)
 

($12,532
)
 

($12,658
)
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2015

$9

 

($4
)
 

($174
)
 

($13,251
)
 

($13,420
)
Other comprehensive income/(loss) before reclassifications
(35
)
 
1

 
(73
)
 
(27
)
 
(134
)
Amounts reclassified from AOCI

 

 
24

 
267

(2) 
291

Net current period Other comprehensive income
(35
)
 
1

 
(49
)
 
240

 
157

Balance at September 30, 2015

($26
)
 

($3
)
 

($223
)
 

($13,011
)
 

($13,263
)
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2016

($32
)
 

($1
)
 

($113
)
 

($12,649
)
 

($12,795
)
Other comprehensive income/(loss) before reclassifications
(10
)
 
2

 
13

 
1

 
6

Amounts reclassified from AOCI

 

 
15

 
116

(2) 
131

Net current period Other comprehensive income/(loss)
(10
)
 
2

 
28

 
117

 
137

Balance at September 30, 2016

($42
)
 

$1

 

($85
)
 

($12,532
)
 

($12,658
)
(1)     Net of tax.
(2) 
Primarily relates to amortization of actuarial losses for the nine months and three months ended September 30, 2015 totaling $768 and $257 (net of tax of ($427) and ($143)) and for the nine and three months ended September 30, 2016 totaling $392 and $131 (net of tax of ($217) and ($72)). These are included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note 11.

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Note 14 – Derivative Financial Instruments
Cash Flow Hedges
Our cash flow hedges include foreign currency forward contracts and commodity purchase contracts. We use foreign currency forward contracts to manage currency risk associated with certain transactions, specifically forecasted sales and purchases made in foreign currencies. Our foreign currency contracts hedge forecasted transactions through 2021. We use commodity derivatives, such as fixed-price purchase commitments to hedge against potentially unfavorable price changes for items used in production. Our commodity contracts hedge forecasted transactions through 2020.
Fair Value Hedges
Interest rate swaps under which we agree to pay variable rates of interest are designated as fair value hedges of fixed-rate debt. The net change in fair value of the derivatives and the hedged items is reported in Boeing Capital interest expense.
Derivative Instruments Not Receiving Hedge Accounting Treatment
We have entered into agreements to purchase and sell aluminum to address long-term strategic sourcing objectives and international business requirements. These agreements are derivative instruments for accounting purposes. The quantities of aluminum in these agreements offset and are priced at prevailing market prices. We also hold certain foreign currency forward contracts which do not qualify for hedge accounting treatment.
Notional Amounts and Fair Values
The notional amounts and fair values of derivative instruments in the Condensed Consolidated Statements of Financial Position were as follows:
  
Notional amounts (1)
Other assets
Accrued liabilities
  
September 30
2016

December 31
2015

September 30
2016

December 31
2015

September 30
2016

December 31
2015

Derivatives designated as hedging instruments:
 
 
 
 
 
 
Foreign exchange contracts

$2,211


$2,727


$62


$23


($177
)

($304
)
Interest rate contracts
125

125

9

9




Commodity contracts
39

40

1

2

(5
)
(13
)
Derivatives not receiving hedge accounting treatment:
 
 
 
 
 
 
Foreign exchange contracts
526

436

16

4

(14
)
(11
)
Commodity contracts
675

725





 
 
Total derivatives

$3,576


$4,053

88

38

(196
)
(328
)
Netting arrangements
 
 
(52
)
(23
)
52

23

Net recorded balance
 
 

$36


$15


($144
)

($305
)
(1) 
Notional amounts represent the gross contract/notional amount of the derivatives outstanding.

22
Table of Contents

Gains/(losses) associated with our cash flow and undesignated hedging transactions and their effect on Other comprehensive income/(loss) and Net earnings were as follows: 
  
Nine months ended September 30
 
Three months ended September 30
  
2016

 
2015

 
2016

 
2015

Effective portion recognized in Other comprehensive income/(loss), net of taxes:
 
 
 
 
 
 
 
Foreign exchange contracts

$55

 

($137
)
 

$14

 

($71
)
Commodity contracts
(1
)
 
(2
)
 
(1
)
 
(2
)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
 
 
 
 
 
 
 
Foreign exchange contracts
(52
)
 
(44
)
 
(14
)
 
(21
)
Commodity contracts
(6
)
 
(8
)
 
(1
)
 
(3
)
Forward points recognized in Other income, net:
 
 
 
 
 
 
 
Foreign exchange contracts
8

 
8

 
4

 
1

Undesignated derivatives recognized in Other income, net:
 
 
 
 
 
 
 
Foreign exchange contracts
2

 
(3
)
 
2

 
(5
)
Based on our portfolio of cash flow hedges, we expect to reclassify losses of $70 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months. Ineffectiveness related to our hedges recognized in Other income was insignificant for the nine and three months ended September 30, 2016 and 2015.
We have derivative instruments with credit-risk-related contingent features. For foreign exchange contracts with original maturities of at least five years, our derivative counterparties could require settlement if we default on our five-year credit facility. For certain commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings. The fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position at September 30, 2016 was $42. At September 30, 2016, there was no collateral posted related to our derivatives.

23
Table of Contents

Note 15 – Fair Value Measurements
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs. The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.
 
September 30, 2016
 
December 31, 2015
 
Total

 
Level 1

 
Level 2

 
Total

 
Level 1

 
Level 2

Assets
 
 
 
 
 
 
 
 
 
 
 
Money market funds

$3,232

 

$3,232

 
 
 

$4,504

 

$4,504

 
 
Available-for-sale investments:
 
 
 
 
 
 
 
 
 
 
 
Commercial paper
168

 
 
 

$168

 
87

 
 
 

$87

Corporate notes
252

 
 
 
252

 
79

 
 
 
79

U.S. government agencies
78

 
 
 
78

 
83

 
 
 
83

Other
52

 
52

 
 
 
20

 
20

 
 
Derivatives
36

 
 
 
36

 
15

 
 
 
15

Total assets

$3,818

 

$3,284

 

$534

 

$4,788

 

$4,524

 

$264

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Derivatives

($144
)
 
 
 

($144
)
 

($305
)
 
 
 

($305
)
Total liabilities

($144
)
 

 

($144
)
 

($305
)
 

 

($305
)
Money market funds, available-for-sale debt investments and equity securities are valued using a market approach based on the quoted market prices or broker/dealer quotes of identical or comparable instruments.
Derivatives include foreign currency, commodity and interest rate contracts. Our foreign currency forward contracts are valued using an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the present value of the commodity index prices less the contract rate multiplied by the notional amount. The fair value of our interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve.
Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the nine months ended September 30 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:
  
2016
 
2015
 
Fair
Value

 
Total
Losses

 
Fair
Value

 
Total
Losses

Operating lease equipment

$54

 

($31
)
 

$271

 

($117
)
Property, plant and equipment


 
(5
)
 
8

 
(5
)
Acquired intangible assets
12

 
(10
)
 

 

Total

$66

 

($46
)
 

$279

 

($122
)
The fair value of the impaired operating lease equipment is derived by calculating a median collateral value from a consistent group of third party aircraft value publications. The values provided by the third party aircraft publications are derived from their knowledge of market trades and other market factors. Management reviews the publications quarterly to assess the continued appropriateness and consistency with market trends. Under certain circumstances, we adjust values based on the attributes and condition of the specific aircraft or equipment, usually when the features or use of the aircraft vary significantly from the more generic

24
Table of Contents

aircraft attributes covered by third party publications, or on the expected net sales price for the aircraft. Property, plant and equipment and Acquired intangible assets were primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.
For Level 3 assets that were measured at fair value on a nonrecurring basis during the nine months ended September 30, 2016, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.
 
Fair
Value
 
Valuation
Technique(s)
 
Unobservable Input
 
Range
Median or Average
Operating lease equipment
$54
 
Market approach
 
Aircraft value publications
 
$94 - $165(1)
Median $133
 
 
Aircraft condition adjustments
 
($79) - $0(2)
Net ($79)
(1) 
The range represents the sum of the highest and lowest values for all aircraft subject to fair value measurement, according to the third party aircraft valuation publications that we use in our valuation process.
(2) 
The negative amount represents the sum for all aircraft subject to fair value measurement, of all downward adjustments based on consideration of individual aircraft attributes and condition. The positive amount represents the sum of all such upward adjustments.
Fair Value Disclosures
The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the Condensed Consolidated Statements of Financial Position were as follows:
 
September 30, 2016
 
Carrying
Amount

Total Fair
Value

Level 1
Level 2

Level 3

Assets
 
 
 
 
 
Accounts receivable, net

$9,524


$9,548

 

$9,548

 
Notes receivable, net
417

433

 
433

 
Liabilities
 
 
 
 
 
Debt, excluding capital lease obligations
(10,321
)
(12,278
)
 
(12,142
)
(136
)
 
December 31, 2015
 
Carrying
Amount

Total Fair
Value

Level 1
Level 2
Level 3
Assets
 
 
 
 
 
Accounts receivable, net

$8,713


$8,705

 

$8,705

 
Notes receivable, net
255

273

 
273

 
Liabilities
 
 
 
 
 
Debt, excluding capital lease obligations
(9,814
)
(11,292
)
 
(11,123
)
(169
)
The fair value of Accounts receivable is based on current market rates for loans of the same risk and maturities. The fair values of our variable rate notes receivable that reprice frequently approximate their carrying amounts. The fair values of fixed rate notes receivable are estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality. The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields. For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows. The fair values of our debt classified as Level 3 are based on discounted cash flow models using the implied yield

25
Table of Contents

from similar securities. With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those arrangements are uncertain. Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts payable and long-term payables. The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at September 30, 2016 and December 31, 2015. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash (Level 1).
Note 16 – Legal Proceedings
Various legal proceedings, claims and investigations related to products, contracts, employment and other matters are pending against us.
In addition, we are subject to various U.S. government inquiries and investigations from which civil, criminal or administrative proceedings could result or have resulted in the past. Such proceedings involve or could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. We believe, based upon current information, that the outcome of any such legal proceeding, claim, or government dispute and investigation will not have a material effect on our financial position, results of operations, or cash flows.
Note 17 – Segment Information
Effective during the first quarter of 2016, certain programs were realigned between Boeing Military Aircraft and Global Services & Support segments. Business segment data for 2015 have been adjusted to reflect the realignment.
Our primary profitability measurements to review a segment’s operating results are Earnings from operations and operating margins. See page 6 for a Summary of Business Segment Data, which is an integral part of this note.
Intersegment revenues, eliminated in Unallocated items, eliminations and other, are shown in the following table.
 
Nine months ended September 30
 
Three months ended September 30
 
2016

 
2015

 
2016

 
2015

Commercial Airplanes

$1,768

 

$1,143

 

$991

 

$595

Boeing Capital
13

 
12

 
4

 
4

Total

$1,781

 

$1,155

 

$995

 

$599


26
Table of Contents

Unallocated Items, Eliminations and other
Unallocated items, eliminations and other includes costs not attributable to business segments as well as intercompany profit eliminations. We generally allocate costs to business segments based on the U.S. federal cost accounting standards. Components of Unallocated items, eliminations and other are shown in the following table.
 
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Share-based plans

($50
)
 

($57
)
 

($9
)
 

($20
)
Deferred compensation
(38
)
 
(10
)
 
(33
)
 
38

Amortization of previously capitalized interest
(71
)
 
(70
)
 
(23
)
 
(21
)
Eliminations and other unallocated items
(333
)
 
(324
)
 
(135
)
 
(160
)
Sub-total
(492
)
 
(461
)
 
(200
)
 
(163
)
Pension
129

 
(293
)
 
50

 
(84
)
Postretirement
122

 
93

 
38

 
27

Pension and Postretirement
251

 
(200
)
 
88

 
(57
)
Total

($241
)
 

($661
)
 

($112
)
 

($220
)
Unallocated Pension and Other Postretirement Benefit Expense
Unallocated pension and other postretirement benefit expense represent the portion of pension and other postretirement benefit costs that are not recognized by business segments for segment reporting purposes. Pension costs, comprising Generally Accepted Accounting Principles in the United States of America (GAAP) service and prior service costs, are allocated to Commercial Airplanes. Pension costs are allocated to BDS using U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. These costs are allocable to government contracts. Other postretirement benefit costs are allocated to business segments based on CAS, which is generally based on benefits paid.
Assets
Segment assets are summarized in the table below:
 
September 30
2016

 
December 31
2015

Commercial Airplanes

$55,441

 

$57,253

Defense, Space & Security:
 
 
 
Boeing Military Aircraft
6,641

 
6,793

Network & Space Systems
6,062

 
6,307

Global Services & Support
4,127

 
4,567

Total Defense, Space & Security
16,830

 
17,667

Boeing Capital
3,686

 
3,492

Unallocated items, eliminations and other
12,993

 
15,996

Total

$88,950

 

$94,408

Assets included in Unallocated items, eliminations and other primarily consist of Cash and cash equivalents, Short-term and other investments, Deferred tax assets, capitalized interest and assets held by Shared Services Group as well as intercompany eliminations.

27
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
The Boeing Company
Chicago, Illinois
We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of September 30, 2016, and the related condensed consolidated statements of operations and comprehensive income for the three-month and nine-month periods ended September 30, 2016 and 2015, and the related condensed consolidated statements of cash flows and equity for the nine-month periods ended September 30, 2016 and 2015. These interim financial statements are the responsibility of the Company’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of the Company as of December 31, 2015, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 10, 2016, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of December 31, 2015 is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

/s/ Deloitte & Touche LLP

Chicago, Illinois
October 26, 2016

28
Table of Contents

FORWARD-LOOKING STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact.
 
 
Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements. Among these factors are risks related to:
 
 
(1)
general conditions in the economy and our industry, including those due to regulatory changes;
 
 
(2)
our reliance on our commercial airline customers;
 
 
(3)
the overall health of our aircraft production system, planned production rate increases across multiple commercial airline programs, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards;
 
 
(4)
changing budget and appropriation levels and acquisition priorities of the U.S. government;
 
 
(5)
our dependence on U.S. government contracts;
 
 
(6)
our reliance on fixed-price contracts;
 
 
(7)
our reliance on cost-type contracts;
 
 
(8)
uncertainties concerning contracts that include in-orbit incentive payments;
 
 
(9)
our dependence on our subcontractors and suppliers as well as the availability of raw materials;
 
 
(10)
changes in accounting estimates;
 
 
(11)
changes in the competitive landscape in our markets;
 
 
(12)
our non-U.S. operations, including sales to non-U.S. customers;
 
 
(13)
potential adverse developments in new or pending litigation and/or government investigations;
 
 
(14)
customer and aircraft concentration in Boeing Capital’s customer financing portfolio;
 
 
(15)
changes in our ability to obtain debt on commercially reasonable terms and at competitive rates in order to fund our operations and contractual commitments;
 
 
(16)
realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;
 
 
(17)
the adequacy of our insurance coverage to cover significant risk exposures;

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Table of Contents

(18)
potential business disruptions, including those related to physical security threats, information technology or cyber attacks, epidemics, sanctions or natural disasters;
 
 
(19)
work stoppages or other labor disruptions;
 
 
(20)
significant changes in discount rates and actual investment return on pension assets;
 
 
(21)
potential environmental liabilities; and
 
 
(22)
threats to the security of our or our customers’ information.
 
 
Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” on pages 6 through 15 of our most recent Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 9, 10, and 16 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Current Reports on Form 8-K. Any forward-looking information speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.
 
 
 
 
 
 
 
 
 
 

30
Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations and Financial Condition
Earnings From Operations and Core Operating Earnings (Non-GAAP) The following table summarizes key indicators of consolidated results of operations:
(Dollars in millions, except per share data)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$71,285

 

$72,541

 

$23,898

 

$25,849

 
 
 
 
 
 
 
 
GAAP
 
 
 
 
 
 
 
Earnings from operations

$3,651

 

$6,282

 

$2,282

 

$2,580

Operating margins
5.1
%
 
8.7
%
 
9.5
 %
 
10.0
%
Effective income tax rate
5.8
%
 
31.5
%
 
(3.4
)%
 
31.5
%
Net earnings

$3,264

 

$4,150

 

$2,279

 

$1,704

Diluted earnings per share

$5.04

 

$5.92

 

$3.60

 

$2.47

 
 
 
 
 
 
 
 
Non-GAAP (1)
 
 
 
 
 
 
 
Core operating earnings

$3,400

 

$6,482

 

$2,194

 

$2,637

Core operating margins
4.8
%
 
8.9
%
 
9.2
%
 
10.2
%
Core earnings per share

$4.79

 

$6.11

 

$3.51

 

$2.52

(1) 
These measures exclude certain components of pension and other postretirement benefit expense. See page 48 for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.
Revenues
The following table summarizes Revenues:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Commercial Airplanes

$48,828

 

$49,950

 

$16,973

 

$17,692

Defense, Space & Security
22,638

 
22,603

 
7,508

 
8,350

Boeing Capital
211

 
315

 
63

 
114

Unallocated items, eliminations and other
(392
)
 
(327
)
 
(646
)
 
(307
)
Total

$71,285

 

$72,541

 

$23,898

 

$25,849

Revenues for the nine months ended September 30, 2016 decreased by $1,256 million compared with the same period in 2015. Commercial Airplanes revenues decreased by $1,122 million primarily due to lower airplane volume. Defense, Space & Security (BDS) revenues increased by $35 million, due to higher revenues in Global Services & Support (GS&S), partially offset by lower revenues in Network & Space Systems (N&SS) and Boeing Military Aircraft (BMA).
Revenues for the three months ended September 30, 2016 decreased by $1,951 million compared with the same period in 2015. Commercial Airplanes revenues decreased by $719 million primarily due to lower volume. BDS revenues decreased $842 million, or 10%, due to lower revenues in the BMA and N&SS segments, partially offset by higher revenues in GS&S.
The change in unallocated items and eliminations primarily reflects the timing of eliminations for intercompany aircraft deliveries.

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Table of Contents

Earnings From Operations
The following table summarizes Earnings from operations:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Commercial Airplanes

$1,657

 

$4,591

 

$1,597

 

$1,768

Defense, Space & Security
2,199

 
2,311

 
784

 
1,022

Boeing Capital
36

 
41

 
13

 
10

Unallocated pension and other postretirement benefit income/(expense)
251

 
(200
)
 
88

 
(57
)
Other unallocated items and eliminations
(492
)
 
(461
)
 
(200
)
 
(163
)
Earnings from operations (GAAP)

$3,651

 

$6,282

 

$2,282

 

$2,580

Unallocated pension and other postretirement benefit expense
(251
)
 
200

 
(88
)
 
57

Core operating earnings (Non-GAAP)

$3,400

 

$6,482

 

$2,194

 

$2,637

Earnings from operations for the nine months ended September 30, 2016 decreased by $2,631 million compared with the same period in 2015 due to lower earnings at Commercial Airplanes, partially offset by lower unallocated pension and postretirement expense. Commercial Airplanes earnings for the nine months ended September 30, 2016 decreased by $2,934 million due to the reach-forward losses on the 747 program of $1,258 million recorded during the first half of 2016, the reclassification of $1,235 million of 787 flight test aircraft costs, as well as lower volume and mix. During the second quarter of 2016, we reclassified $1,235 million of costs to research and development related to two 787 flight test aircraft as a result of our determination that those aircraft are no longer commercially saleable.
During the first half of 2016, we recorded reach-forward losses of $816 million on the KC-46A Tanker program of which $516 million was recorded at Commercial Airplanes and $300 million at our BMA segment. During the second quarter of 2015, we recorded KC-46A Tanker program reach-forward losses $835 million of which $513 million was recorded at Commercial Airplanes and $322 million at our BMA segment.
Earnings from operations for the three months ended September 30, 2016 decreased by $298 million. Commercial Airplanes earnings decreased $171 million primarily due to lower volume and mix, offset by lower period costs. BDS earnings from operations for the three months ended September 30, 2016 decreased by $238 million, primarily due to lower earnings in the N&SS and BMA segments, partially offset by higher earnings in the GS&S segment.
The earnings decreases for the nine and three months ended September 30, 2016 are offset by unallocated pension and other postretirement benefit income recorded in 2016 compared with expense recorded in the comparable prior year periods.
Core operating earnings for the nine months ended September 30, 2016 decreased by $3,082 million compared with the same period in 2015 primarily due to the 747 charges and the reclassification of costs related to the 787 flight test aircraft described above, as well as delivery mix at Commercial Airplanes. Core operating earnings for the three months ended September 30, 2016 decreased by $443 million due to lower earnings at N&SS and Commercial Airplanes.

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Unallocated Items, Eliminations and Other The most significant items included in Unallocated items, eliminations and other are shown in the following table:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Share-based plans

($50
)
 

($57
)
 

($9
)
 

($20
)
Deferred compensation
(38
)
 
(10
)
 
(33
)
 
38

Eliminations and other unallocated items
(404
)
 
(394
)
 
(158
)
 
(181
)
Sub-total (included in core operating earnings*)
(492
)
 
(461
)
 
(200
)
 
(163
)
Pension
129

 
(293
)
 
50

 
(84
)
Postretirement
122

 
93

 
38

 
27

Pension and other postretirement benefit expense
(excluded from core operating earnings*)
251

 
(200
)
 
88

 
(57
)
Total

($241
)
 

($661
)
 

($112
)
 

($220
)
* Core operating earnings is a Non-GAAP measure that excludes certain components of pension and postretirement benefit expense. See page 48.
The deferred compensation expense increased by $28 million and $71 million for the nine and three months ended September 30, 2016 compared with the same periods in 2015 primarily driven by changes in broad stock market conditions and our stock price.
Eliminations and other unallocated loss increased by $10 million for the nine months ended September 30, 2016 and decreased by $23 million for the three months ended September 30, 2016 compared with the same periods in 2015 primarily due to the timing of the elimination of profit on intercompany aircraft deliveries and expense allocations.
The components of net periodic benefit cost are shown in the following table:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30
Pension Plans
2016

 
2015

 
2016

 
2015

Service cost

$488

 

$1,325

 

$162

 

$441

Interest cost
2,287

 
2,242

 
761

 
748

Expected return on plan assets
(2,998
)
 
(3,024
)
 
(1,000
)
 
(1,008
)
Amortization of prior service costs
29

 
147

 
9

 
49

Recognized net actuarial loss
592

 
1,184

 
198

 
392

Settlement/curtailment/other losses
39

 
194

 
6

 
83

Net periodic benefit cost

$437

 

$2,068

 

$136

 

$705

The decrease in net periodic pension benefit cost for the nine and three months ended September 30, 2016 of $1,631 million and $569 million compared with the same periods in 2015 is primarily due to lower service costs and lower amortization of actuarial losses. The lower service costs reflect the changes to our retirement plans whereby certain employees transitioned in 2016 to a company-funded defined contribution retirement savings plan. The lower amortization of actuarial losses reflects actuarial gains in 2015 resulting from the year-end discount rate increase from 3.9% to 4.2%. In 2014, the discount rate decreased to 3.9% from 4.8% resulting in actuarial losses.

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A portion of net periodic benefit cost is recognized in Earnings from operations in the period incurred and the remainder is included in inventory at the end of the reporting period and recorded in Earnings from operations in subsequent periods. Costs are allocated to the business segments as described in Note 17. Net periodic pension benefit costs included in Earnings from operations were as follows:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30
Pension Plans
2016

 
2015

 
2016

 
2015

Allocated to business segments

($1,674
)
 

($1,544
)
 

($503
)
 

($445
)
Other unallocated items and eliminations
129

 
(293
)
 
50

 
(84
)
Total

($1,545
)
 

($1,837
)
 

($453
)
 

($529
)
The unallocated pension costs recognized in earnings was a benefit of $129 million and $50 million for the nine and three months ended September 30, 2016 compared with expense of $293 million and $84 million for the same periods in 2015. The 2016 benefits reflect the difference between the higher segment allocation compared to the U.S. GAAP net periodic pension costs recognized in earnings in the current period. The 2015 unallocated expense reflects the amortization of pension costs capitalized as inventory in prior years.
Other Earnings Items 
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Earnings from operations

$3,651

 

$6,282

 

$2,282

 

$2,580

Other income/(loss), net
41

 
(23
)
 
2

 
(26
)
Interest and debt expense
(227
)
 
(203
)
 
(81
)
 
(67
)
Earnings from operations
3,465

 
6,056

 
2,203

 
2,487

Income tax (expense)/benefit
(201
)
 
(1,906
)
 
76

 
(783
)
Net earnings from continuing operations

$3,264

 

$4,150

 

$2,279

 

$1,704

For discussion related to Income Taxes, see Note 3 to our Condensed Consolidated Financial Statements.
Total Costs and Expenses (“Cost of Sales”)
Cost of sales, for both products and services, consists primarily of raw materials, parts, sub-assemblies, labor, overhead and subcontracting costs. Our Commercial Airplanes segment predominantly uses program accounting to account for cost of sales and BDS predominantly uses contract accounting. Under program accounting, cost of sales for each commercial airplane program equals the product of (i) revenue recognized in connection with customer deliveries and (ii) the estimated cost of sales percentage applicable to the total remaining program. Under contract accounting, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage to the amount of revenue recognized. The following table summarizes cost of sales:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30
 

2016

 
2015

Change

2016

 
2015

Change

Cost of sales

$61,326

 

$61,446


($120
)

$19,904

 

$21,600


($1,696
)
Cost of sales as a % of Revenues
86.0
%
 
84.7
%
1.3
%
83.3
%
 
83.6
%
(0.3
)%
Cost of sales for the nine months ended September 30, 2016 decreased by $120 million compared with the same period in 2015, primarily due to lower volume, partially offset by the 747 reach-forward loss at Commercial Airplanes. Cost of sales as a percentage of revenue was approximately 86.0% in the nine

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months ended September 30, 2016 compared with approximately 84.7% in the same period in 2015 primarily driven by the 747 charges recorded in the second quarter of 2016.
Cost of sales for the three months ended September 30, 2016 decreased by $1,696 million, or 8%, compared with the same period in 2015. Cost of sales at Commercial Airplanes decreased by $610 million, or 4% while BDS decreased by $581 million, or 9%, primarily due to lower volume. Cost of sales as a percentage of revenue was approximately 83.3% in the three months ended September 30, 2016 compared with approximately 83.6% in the same period in 2015.
Research and Development The following table summarizes our Research and development expense:
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Commercial Airplanes

$3,194

 

$1,713

 

$646

 

$616

Defense, Space & Security
750

 
715

 
229

 
241

Other
(43
)
 
(2
)
 
(18
)
 


Total

$3,901

 

$2,426

 

$857

 

$857

Research and development expense for the nine months ended September 30, 2016 increased by $1,475 million compared with the same period in 2015 primarily due to the reclassification of $1,235 million of costs from inventory in the second quarter of 2016 related to the fourth and fifth 787 flight test aircraft and higher spending on 777X at Commercial Airplanes.
Backlog
(Dollars in millions)
September 30
2016

 
December 31
2015

Total contractual backlog

$448,883

 

$476,595

Unobligated backlog
13,115

 
12,704

Contractual backlog of unfilled orders excludes purchase options, announced orders for which definitive contracts have not been executed, and unobligated U.S. and non-U.S. government contract funding. The decrease in contractual backlog during the nine months ended September 30, 2016 compared with December 31, 2015 was primarily due to deliveries in excess of net orders.
Unobligated backlog includes U.S. and non-U.S. government definitive contracts for which funding has not been authorized. The unobligated backlog of $13,115 million at September 30, 2016 increased from December 31, 2015 primarily due to contract awards, partially offset by reclassifications to contractual backlog related to BDS contracts.
Additional Considerations
KC-46A Tanker In 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver four next generation aerial refueling tankers. The KC-46A Tanker is a derivative of our 767 commercial aircraft. This Engineering, Manufacturing and Development (EMD) contract is a fixed-price incentive fee contract valued at $4.9 billion and involves highly complex designs and systems integration. The EMD contract is currently in the certification and flight testing phases. In 2015, we began work on low rate initial production (LRIP) aircraft for the USAF. During the third quarter, following our achievement of key flight testing milestones, the USAF authorized two LRIP lots for 7 and 12 aircraft valued at $2.8 billion.
Through 2015, we recorded reach-forward losses of $1,260 million related to the EMD contract and LRIP aircraft. In the first quarter of 2016, we recorded further reach-forward losses of $243 million which were primarily driven by higher than anticipated certification and test rework and the change incorporation impact to EMD and LRIP aircraft. In the second quarter of 2016, technical complexities and schedule delays resulted in additional charges of $573 million for reach-forward losses. The second quarter charges were driven by

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costs associated with certification delays and higher costs associated with the overall revised schedule, as well as a boom axial load issue that required a hardware solution, and production concurrency between late-stage development testing and the initial production aircraft. As with any development program, this program remains subject to additional reach-forward losses if we experience further technical or quality issues, schedule delays or increased costs.
The first tanker delivery is expected to occur in late 2017 with 18 fully operational aircraft to be delivered in early 2018. The contract contains production options for both LRIP aircraft and full rate production aircraft. If all options under the contract are exercised, we expect to deliver 179 aircraft for a total expected contract value of approximately $30 billion.
Russia/Ukraine We continue to monitor political unrest involving Russia and Ukraine, where we and some of our suppliers source titanium products and/or have operations. A number of our commercial customers also have operations in Russia and Ukraine. To date, we have not experienced any significant disruptions to production or deliveries. Should suppliers or customers experience disruption, our production and/or deliveries could be materially impacted.
Export-Import Bank of the United States Many of our non-U.S. customers finance purchases through the Export-Import Bank of the United States. Following the expiration of the bank’s charter on June 30, 2015, the bank’s charter was reauthorized in December 2015. The bank is now authorized through September 30, 2019. However, until the U.S. Senate confirms members sufficient to reconstitute a quorum of the bank’s board of directors, the bank will not be able to approve any transaction totaling more than $10 million. As a result, we may fund additional commitments and/or enter into new financing arrangements with customers. Certain of our non-U.S. customers also may seek to delay purchases if they cannot obtain financing at reasonable costs, and there may be further impacts with respect to future sales campaigns involving non-U.S. customers. We continue to work with our customers to mitigate risks associated with the lack of a quorum of the bank’s board of directors and assist with alternative third party financing sources.
Segment Results of Operations and Financial Condition
Commercial Airplanes
Business Environment and Trends
Airline Industry Environment
Our updated 20-year forecast, published in July 2016, projects a long-term average growth rate of 4.8% per year for passenger traffic and 4.2% for cargo traffic. Based on long-term global economic growth projections of 2.9% average annual GDP growth, we project a $5.9 trillion market for approximately 39,600 new airplanes over the next 20 years. We continue to monitor near-term market conditions in the wide-body segment. If sufficient wide-body orders do not materialize in the next several quarters, we may consider appropriate adjustments to our production rates.
Results of Operations
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$48,828

 

$49,950

 

$16,973



$17,692

Earnings from operations:

$1,657

 

$4,591

 

$1,597



$1,768

Operating margins
3.4
%
 
9.2
%
 
9.4
%
 
10.0
%
(Dollars in millions)
September 30
2016

 
December 31
2015

Contractual backlog

$408,756

 

$431,408

Unobligated backlog
219

 
216


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Revenues
Revenues for the nine and three months ended September 30, 2016 decreased by $1,122 million and $719 million, or 2% and 4%, compared with the same periods in 2015 primarily due to lower volume.
Commercial airplane deliveries, including intercompany deliveries, were as follows:

737

*
747

†
767

 
777

 
787

 
Total

Deliveries during the first nine months of 2016
368

(15)
8

(3)
10

 
73

 
104

 
563

Deliveries during the first nine months of 2015
375

(11)
13

(1)
14

 
77

 
101

 
580

Deliveries during the third quarter of 2016
120

(6)
5

(3)
5

 
22

 
36

 
188

Deliveries during the third quarter of 2015
126

(5)
4

(1)
5

 
27

 
37

 
199

Cumulative deliveries as of 9/30/2016
6,081

 
1,527

 
1,093

 
1,434

 
467

 

Cumulative deliveries as of 12/31/2015
5,713

 
1,519

 
1,083

 
1,361

 
363

 

*     Intercompany deliveries identified by parentheses
†
Aircraft accounted for as revenues by Commercial Airplanes and as operating leases in consolidation identified by parentheses
Earnings From Operations
Earnings from operations for the nine months ended September 30, 2016 decreased by $2,934 million compared with the same period in 2015. The decrease in earnings and operating margins is primarily due to higher research and development costs of $1,481 million and a reach-forward loss of $1,258 million on the 747 program, as well as lower volume and mix. Research and development costs reflect the reclassification from inventory to research and development expense of $1,235 million related to the fourth and fifth 787 flight test aircraft and higher planned costs related to the 777X program. Earnings include reach-forward losses related to the KC-46A Tanker of $516 million recorded in the first half of 2016 compared with $513 million in the comparable period of 2015.
Earnings from operations for the three months ended September 30, 2016 decreased by $171 million compared with the same period in 2015 primarily due to lower volume and mix, offset by lower period costs.
Backlog
The decrease in contractual backlog during the nine months ended September 30, 2016 was due to deliveries in excess of net orders.

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Accounting Quantity
The following table provides details of the accounting quantities and firm orders by program. Cumulative firm orders represent the cumulative number of commercial jet aircraft deliveries plus undelivered firm orders.
 
Program
As of 9/30/2016
737

 
747*

 
767

 
777

 
777X

 
787

Program accounting quantities
9,000

 
1,555

 
1,159

 
1,650

 
**

 
1,300

Undelivered units under firm orders
4,350

 
15


96

 
151

 
306

 
694

Cumulative firm orders
10,431

 
1,542

 
1,189

 
1,585

 
306

 
1,161

 
Program
As of 12/31/2015
737

 
747

 
767

 
777

 
777X

 
787

Program accounting quantities
8,400

 
1,574

 
1,147

 
1,650

 
**

 
1,300

Undelivered units under firm orders
4,392

 
20

 
80

 
218

 
306

 
779

Cumulative firm orders
10,105

 
1,539

 
1,163

 
1,579

 
306

 
1,142

* At September 30, 2016, the 747 accounting quantity has 27 undelivered aircraft, including 20 that have not been sold or may be remarketed.
** The accounting quantity for the 777X will be determined in the year of first airplane delivery, targeted for 2020.
Program Highlights
737 Program The accounting quantity for the 737 program increased by 200 units during the three months ended September 30, 2016 and by 600 units during the nine months ended September 30, 2016 due to the program’s normal progress of obtaining additional orders and delivering airplanes. We are currently producing at a rate of 42 per month and plan to increase to 47 per month in 2017. We plan to further increase the rate to 52 per month in 2018 and to 57 per month in 2019. First delivery of the 737 MAX is expected in 2017.
747 Program Lower-than-expected demand for large commercial passenger and freighter aircraft and slower-than-expected growth of global freight traffic have continued to drive market uncertainties, pricing pressures and fewer orders than anticipated. As a result, during the second quarter of 2016, we canceled previous plans to return to a production rate of 1.0 aircraft per month beginning in 2019, resulting in a reduction in the program accounting quantity from 1,574 to 1,555 aircraft. This reduction in the program accounting quantity, together with lower anticipated revenues from future sales and higher costs associated with producing fewer airplanes, resulted in a reach-forward loss of $1,188 million in the second quarter. We previously recognized reach-forward losses of $885 million and $70 million during the second half of 2015 and the first quarter of 2016, respectively, related to our prior decision to reduce the production rate to 0.5 per month and anticipating lower estimated revenue from future sales due to ongoing pricing and market pressures. We reduced the rate from 1.0 to 0.5 per month in September 2016. The adjusted program accounting quantity includes 27 undelivered aircraft, currently scheduled to be produced through 2019. We continue to have a number of completed aircraft in inventory as well as unsold production positions and we remain focused on obtaining additional orders and implementing cost-reduction efforts. If we are unable to obtain sufficient orders and/or market, production and other risks cannot be mitigated, we could record additional losses that may be material, and it is reasonably possible that we could decide to end production of the 747.
767 Program The accounting quantity for the 767 program increased by 12 units during the nine months ended September 30, 2016 due to the program’s normal progress of obtaining additional orders and delivering airplanes. The 767 assembly line includes a 767 derivative to support the tanker program. We increased the combined tanker and commercial production rate from 1.5 per month to 2 per month in April of 2016. We plan to further increase the rate to 2.5 per month in the fourth quarter of 2017.

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777 Program We are currently producing at a rate of 8.3 per month and plan to reduce the rate to 7 per month in 2017. In the fourth quarter of 2013, we launched the 777X, which features a new composite wing, new engines and folding wing-tips. The 777X will have a separate program accounting quantity, which will be determined in the year of first airplane delivery, targeted for 2020.
787 Program During the second quarter of 2016, we began producing at a rate of 12 per month. We are planning a further rate increase to 14 per month by the end of the decade. First delivery of the 787-10 derivative aircraft is targeted for 2018. The accounting quantity of 1,300 units remains unchanged.
We remain focused on improving productivity and obtaining additional orders to support planned production. We continue to monitor and address challenges associated with aircraft production and assembly for both the 787-8 and 787-9, including management of our manufacturing operations and extended global supply chain, completion and integration of traveled work, as well as completing and delivering early build aircraft.
During 2009, we concluded that the first three flight-test 787 aircraft could not be sold as previously anticipated due to the inordinate amount of rework and unique and extensive modifications made to those aircraft. As a result, costs associated with those airplanes were included in research and development expense. We produced the fourth and fifth flight test aircraft in 2009 but have been unable to sell them at acceptable prices. The aircraft have been used extensively for flight and ground testing and we intended to begin to refurbish the aircraft in early 2017 for commercial sale based on sales activity and market interest. However, during the second quarter of 2016 we determined that firm orders for these aircraft prior to refurbishment were now unlikely, and that the Company would not invest company funds for their refurbishment. The Company also determined the costs to refurbish the aircraft at a future date would be prohibitively expensive. We have therefore determined that the aircraft are not commercially saleable, and accordingly, costs of $1,235 million associated with these aircraft were reclassified from 787 program inventory to research and development expense during the second quarter of 2016. We have firm orders for the six remaining undelivered early build aircraft and plan to complete retrofitting them by the end of 2017.
The combination of production challenges, change incorporation on early build aircraft, schedule delays, customer and supplier impacts and changes to price escalation factors has created significant pressure on program profitability and we continue to have near breakeven gross margins. If risks related to these challenges, together with risks associated with planned production rate increases and productivity improvements, supply chain management or introducing or manufacturing the 787-10 derivative as scheduled cannot be mitigated, the program could face further pressures on program profitability and/or a reach-forward loss. We continue to implement mitigation plans and cost-reduction efforts to improve program profitability and address program risks.
Additional Considerations
The development and ongoing production of commercial aircraft is extremely complex, involving extensive coordination and integration with suppliers and highly-skilled labor from thousands of employees and other partners. Meeting or exceeding our performance and reliability standards, as well as those of customers and regulators, can be costly and technologically challenging. In addition, the introduction of new aircraft and derivatives, such as the 787-10, 737 MAX and 777X, involves increased risks associated with meeting development, production and certification schedules. As a result, our ability to deliver aircraft on time, satisfy performance and reliability standards and achieve or maintain, as applicable, program profitability is subject to significant risks. Factors that could result in lower margins (or a material charge if an airplane program has or is determined to have reach-forward losses) include the following: changes to the program accounting quantity, customer and model mix, production costs and rates, changes to price escalation factors due to changes in the inflation rate or other economic indicators, performance or reliability issues involving completed aircraft, capital expenditures and other costs associated with increasing or adding new production capacity, learning curve, additional change incorporation, achieving anticipated cost reductions, flight test and certification schedules, costs, schedule and demand for new airplanes and derivatives and status of customer claims, supplier assertions and other contractual negotiations. While we believe the cost and revenue estimates incorporated in the consolidated financial statements are appropriate, the technical complexity of our airplane programs creates financial risk as additional completion costs may become

39
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necessary or scheduled delivery dates could be extended, which could trigger termination provisions, order cancellations or other financially significant exposure.
Defense, Space & Security
Business Environment and Trends
United States Government Defense Environment Overview The enactment of The Bipartisan Budget Act of 2015 in November 2015 established overall defense spending levels for FY2016 and FY2017. However, uncertainty remains with respect to levels of defense spending for FY2018 and beyond, including risk of future sequestration cuts.
Significant uncertainty also continues with respect to program-level appropriations for the U.S. Department of Defense (U.S. DoD) and other government agencies, including the National Aeronautics and Space Administration, within the overall budgetary framework described above. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the authorization and appropriations process could result in reductions, cancellations and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company's operations, financial position and/or cash flows.
On September 29, 2016 a continuing resolution was enacted to fund the U.S. government through December 9, 2016. After this date, if Congress is unable to pass appropriations bills in a timely manner, a government shutdown could result which may have impacts above and beyond those resulting from budget cuts, sequestration impacts or program-level appropriations. For example, requirements to furlough employees in the U.S. DoD or other government agencies could result in payment delays, impair our ability to perform work on existing contracts, and/or negatively impact future orders.
Results of Operations
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$22,638

 

$22,603

 

$7,508

 

$8,350

Earnings from operations

$2,199

 

$2,311

 

$784

 

$1,022

Operating margins
9.7
%
 
10.2
%
 
10.4
%
 
12.2
%
(Dollars in millions)
September 30
2016

 
December 31
2015

Contractual backlog

$40,127

 

$45,187

Unobligated backlog
12,896

 
12,488

Since our operating cycle is long-term and involves many different types of development and production contracts with varying delivery and milestone schedules, the operating results of a particular year, or year-to-year comparisons of revenues, earnings and backlog may not be indicative of future operating results. In addition, depending on the customer and their funding sources, our orders might be structured as annual follow-on contracts, or as one large multi-year order or long-term award. As a result, period-to-period comparisons of backlog are not necessarily indicative of future workloads. The following discussions of comparative results among periods should be viewed in this context.

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Deliveries of units for new-build production aircraft, including remanufactures and modifications, were as follows:
 
Nine months ended September 30
 
Three months ended September 30

2016
 
2015

 
2016
 
2015
F/A-18 Models
20
 
28

 
6
 
8
F-15 Models
11
 
8

 
4
 
3
C-17 Globemaster III
4
 
5

 
0
 
2
CH-47 Chinook (New)
17
 
35

 
7
 
14
CH-47 Chinook (Renewed)
23
 
6

 
7
 
1
AH-64 Apache (New)
25
 
18

 
10
 
6
AH-64 Apache (Remanufactured)
27
 
33

 
9
 
10
P-8 Models
13
 
10

 
4
 
4
C-40A

 
1

 

 
 
Total
140
 
144

 
47
 
48
Revenues
BDS revenues for the nine months ended September 30, 2016 increased by $35 million compared with the same period in 2015 due to higher revenues of $925 million in the GS&S segment, partially offset by lower revenues of $551 million and $339 million in the N&SS and BMA segments.
BDS revenues for the three months ended September 30, 2016 decreased by $842 million compared with the same period in 2015 due to lower revenues of $777 million and $426 million in the BMA and N&SS segments, partially offset by higher revenues of $361 million in the GS&S segment.
Earnings From Operations
BDS earnings from operations for the nine months ended September 30, 2016 decreased by $112 million compared with the same period in 2015 due to lower earnings of $227 million in the N&SS segment, partially offset by higher earnings of $69 million and $46 million in the BMA and GS&S segments.
BDS earnings from operations for the three months ended September 30, 2016 decreased by $238 million compared with the same period in 2015 due to lower earnings of $210 million and $60 million in the N&SS and BMA segments, partially offset by higher earnings of $32 million in the GS&S segment.
Backlog
BDS total backlog was $53,023 million at September 30, 2016, reflecting a decrease of 8% from December 31, 2015. For further details on the changes between periods, refer to the discussions of the individual segments below.
Additional Considerations
Our BDS business includes a variety of development programs which have complex design and technical challenges. Many of these programs have cost-type contracting arrangements. In these cases, the associated financial risks are primarily in reduced fees, lower profit rates or program cancellation if cost, schedule or technical performance issues arise. Examples of these programs include Ground-based Midcourse Defense (GMD), Proprietary and Space Launch System (SLS) programs. Some of our development programs are contracted on a fixed-price basis. Many of these programs have highly complex designs. As technical or quality issues arise during development, we may experience schedule delays and cost impacts, which could increase our estimated cost to perform the work or reduce our estimated price, either of which could result in a material charge or otherwise adversely affect our financial condition. These programs are ongoing, and while we believe the cost and fee estimates incorporated in the financial statements are appropriate, the

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technical complexity of these programs creates financial risk as additional completion costs may become necessary or scheduled delivery dates could be extended, which could trigger termination provisions, the loss of satellite in-orbit incentive payments, or other financially significant exposure. These programs have risk for reach-forward losses if our estimated costs exceed our estimated contract revenues. Examples of significant fixed-price development programs include Saudi F-15, USAF KC-46A Tanker, Commercial Crew and commercial and military satellites.
Revenue and cost estimates for all significant contracts are reviewed and reassessed quarterly. Changes in these estimates could result in recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenues, cost of sales and profit, in the period in which such changes are made. Changes in revenue and cost estimates could also result in a reach-forward loss or an adjustment to a reach-forward loss, which would be recorded immediately in earnings. For the nine and three months ended September 30, 2016, net unfavorable cumulative catch-up adjustments, including reach-forward losses, across all BDS contracts decreased Earnings from operations by $127 million and $56 million. For the nine months and three months ended September 30, 2015 net favorable cumulative catch-up adjustments, including reach-forward losses, across all BDS contracts increased Earnings from operations by $129 million and $210 million.
Boeing Military Aircraft
Results of Operations
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$9,898

 

$10,237

 

$3,260

 

$4,037

Earnings from operations

$943

 

$874

 

$434

 

$494

Operating margins
9.5
%
 
8.5
%
 
13.3
%
 
12.2
%
(Dollars in millions)
September 30
2016

 
December 31
2015

Contractual backlog

$20,769

 

$19,947

Unobligated backlog
3,793

 
7,141

Revenues
BMA revenues for the nine months ended September 30, 2016 decreased by $339 million compared with the same period in 2015 primarily due to lower revenues of $720 million related to fewer C-17 deliveries and timing and mix of deliveries on the CH-47 Chinook and F/A-18 programs. These decreases were partially offset by higher volume on the JDAM and Harpoon programs as well as timing and mix of deliveries on the F-15 program.
BMA revenues for the three months ended September 30, 2016 decreased by $777 million compared with the same period in 2015 primarily due to lower revenues of $932 million related to fewer C-17 deliveries and the absence of a cumulative catch-up adjustment recorded in the third quarter of 2015 resulting from F-15 contract negotiations. These decreases were partially offset by higher revenues related to timing and mix of deliveries on the Apache program.
Earnings From Operations
BMA earnings from operations for the nine months ended September 30, 2016 increased by $69 million compared with the same period in 2015 primarily due to higher volume and mix on the F-15 and Apache programs and lower spending on proprietary programs, partially offset by lower volume and mix on the CH-47 Chinook and C-17 programs. Net unfavorable cumulative contract catch-up adjustments were $141 million higher in the nine months ended September 30, 2016 than in the same period in 2015 primarily driven by the absence of favorable F-15 program adjustments recorded in the third quarter of 2015.

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BMA earnings from operations for the three months ended September 30, 2016 decreased by $60 million compared with the same period in 2015 primarily due to fewer C-17 deliveries. Net favorable cumulative contract catch-up adjustments were $111 million lower in the three months ended September 30, 2016 than in the same period in 2015 primarily driven by the absence of favorable F-15 program adjustments recorded in the third quarter of 2015.
Backlog
BMA total backlog of $24,562 million at September 30, 2016 decreased by 9% from December 31, 2015, reflecting revenue recognized on contracts awarded in prior years, partially offset by current year contract awards for the Apache, P-8 and weapons programs.
Additional Considerations
F/A-18 See the discussions of the F/A-18 program in Note 8 to our Condensed Consolidated Financial Statements.
KC-46A Tanker See the discussion of the KC-46A Tanker program on page 35.
Network & Space Systems
Results of Operations 
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$5,246

 

$5,797

 

$1,701

 

$2,127

Earnings from operations

$336

 

$563

 

$35

 

$245

Operating margins
6.4
%
 
9.7
%
 
2.1
%
 
11.5
%
(Dollars in millions)
September 30
2016

 
December 31
2015

Contractual backlog

$6,517

 

$7,368

Unobligated backlog
7,289

 
4,979

Revenues
N&SS revenues for the nine months ended September 30, 2016 decreased by $551 million compared with the same period in 2015 primarily due to lower revenue related to the Commercial Crew program, lower milestone revenue on government satellite programs, and lower volume on proprietary and Electronic and Information Solutions (E&IS) programs, partially offset by higher volume on the SLS program.
N&SS revenues for the three months ended September 30, 2016 decreased by $426 million compared with the same period in 2015 due to lower revenues on the Commercial Crew program, lower volume on proprietary programs, and lower milestone revenue on commercial satellite programs.
Lower revenues on the Commercial Crew program for the nine and three months ended September 30, 2016 were largely driven by unfavorable cumulative catch-up adjustments.
Earnings From Operations
N&SS earnings from operations for the nine months ended September 30, 2016 decreased by $227 million compared with the same period in 2015 primarily due to a charge of $162 million on the Commercial Crew program, partially offset by higher earnings related to our United Launch Alliance (ULA) joint venture. Net unfavorable cumulative contract catch-up adjustments were $132 million higher in the nine months ended

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September 30, 2016 than in the same period in 2015 primarily reflecting the charge on the Commercial Crew program during the three months ended September 30, 2016.
N&SS earnings from operations for the three months ended September 30, 2016 decreased by $210 million compared with the same period in 2015. This was primarily due to a Commercial Crew charge of $162 million, largely driven by delays in completion of engineering and supply chain activities, and includes $124 million reversal of cumulative earnings recorded in prior periods and $38 million reach-forward loss. Net unfavorable cumulative contract catch-up adjustments, including reach-forward losses, were $143 million higher in the three months ended September 30, 2016 than in the same period in 2015 primarily reflecting the charge on the Commercial Crew program.
N&SS earnings from operations include equity earnings of $182 million for the nine months ended September 30, 2016 compared to $140 million for the same period in 2015 primarily from our ULA joint venture, primarily due to launch timing and favorable cumulative contract catch-up adjustments.
Backlog
N&SS total backlog of $13,806 million at September 30, 2016 increased by 12% compared to December 31, 2015 primarily due to current year contract awards for SLS, missile defense, and government satellite programs offset by revenue recognized on contracts awarded in prior years.
Additional Considerations
United Launch Alliance See the discussion of Indemnifications to ULA and Financing Commitments in Notes 4, 8 and 9 of our Condensed Consolidated Financial Statements.
Sea Launch See the discussion of the Sea Launch receivables in Note 7 to our Condensed Consolidated Financial Statements.
Commercial Crew See the discussion Fixed-Price Development Contracts in Note 8 to our Condensed Consolidated Financial Statements.
Global Services & Support
Results of Operations
(Dollars in millions)
Nine months ended September 30
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$7,494

 

$6,569

 

$2,547

 

$2,186

Earnings from operations

$920

 

$874

 

$315

 

$283

Operating margins
12.3
%
 
13.3
%
 
12.4
%
 
12.9
%
(Dollars in millions)
September 30
2016


December 31
2015

Contractual backlog

$12,841

 

$17,872

Unobligated backlog
1,814

 
368

Revenues
GS&S revenues for the nine months ended September 30, 2016 increased by $925 million compared with the same period in 2015 primarily due to higher volume in several Aircraft Modernization & Sustainment (AM&S), Training Systems & Government Services (TSGS), and Integrated Logistics (IL) programs.
GS&S revenues for the three months ended September 30, 2016 increased by $361 million compared with the same period in 2015 primarily due to higher volume in several AM&S, TSGS, and IL programs.

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Earnings From Operations
GS&S earnings from operations for the nine months ended September 30, 2016 increased by $46 million compared with the same period in 2015 primarily due to higher volume and performance in several AM&S programs, partially offset by lower performance on several IL programs. Net favorable cumulative contract catch-up adjustments were $17 million higher in the nine months ended September 30, 2016 than in the same period in 2015 primarily driven by higher favorable adjustments on the C-17 support programs.
GS&S earnings from operations for the three months ended September 30, 2016 increased $32 million compared with the same period in 2015 primarily due to higher volume and mix in several AM&S programs. Net favorable cumulative contract catch-up adjustments were $12 million lower in the three months ended September 30, 2016 than in the same period in 2015.
Backlog
GS&S total backlog was $14,655 million at September 30, 2016, reflecting a decrease of 20% from December 31, 2015 primarily due to revenues recognized on contracts awarded in prior years, partially offset by current year contract awards including F/A-18 and C-17 support programs.
Boeing Capital
Results of Operations
(Dollars in millions)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$211

 

$315

 

$63

 

$114

Earnings from operations

$36

 

$41

 

$13

 

$10

Operating margins
17
%
 
13
%
 
21
%
 
9
%
Revenues
Boeing Capital (BCC) segment revenues consist principally of lease income from equipment under operating lease, interest income from financing receivables and notes, and other income. BCC’s revenues for the nine and three months ended September 30, 2016 decreased by $104 million and $51 million compared with the same periods in 2015 primarily due to lower lease income, and lower end of lease settlement payments.
Earnings From Operations
BCC’s earnings from operations are presented net of interest expense, provision for (recovery of) losses, asset impairment expense, depreciation on leased equipment and other operating expenses. Earnings from operations for the nine and three months ended September 30, 2016 decreased by $5 million and increased $3 million compared with the same periods in 2015, primarily due to lower revenues, partially offset by lower asset impairment expense.

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Financial Position
The following table presents selected financial data for BCC:
(Dollars in millions)
September 30
2016

 
December 31
2015

Customer financing and investment portfolio, net

$3,660

 

$3,449

Other assets, primarily cash and short-term investments
237

 
480

Total assets

$3,897

 

$3,929

 
 
 
 
Other liabilities, primarily deferred income taxes

$977

 

$1,099

Debt, including intercompany loans
2,421

 
2,355

Equity
499

 
475

Total liabilities and equity

$3,897

 

$3,929

 
 
 
 
Debt-to-equity ratio
4.9-to-1

 
5.0-to-1

BCC’s customer financing and investment portfolio at September 30, 2016 increased from December 31, 2015 primarily due to new volume of $919 million more than offsetting note payoffs, asset sales and portfolio run-off.
BCC enters into certain transactions with Boeing, reflected in Unallocated items, eliminations and other, in the form of intercompany guarantees and other subsidies that mitigate the effects of certain credit quality or asset impairment issues on the BCC segment.
Liquidity and Capital Resources
Cash Flow Summary
(Dollars in millions)
Nine months ended September 30
 
2016

 
2015

Net earnings

$3,264

 

$4,150

Non-cash items
1,793

 
1,702

Changes in working capital
2,610

 
392

Net cash provided by operating activities
7,667

 
6,244

Net cash used by investing activities
(1,964
)
 
(965
)
Net cash used by financing activities
(8,013
)
 
(7,609
)
Effect of exchange rate changes on cash and cash equivalents
(6
)
 
(20
)
Net decrease in cash and cash equivalents
(2,316
)
 
(2,350
)
Cash and cash equivalents at beginning of year
11,302

 
11,733

Cash and cash equivalents at end of period

$8,986

 

$9,383

Operating Activities Net cash provided by operating activities was $7.7 billion during the nine months ended September 30, 2016 compared with $6.2 billion in the same period in 2015, an increase of 1.5 billion. The year-over-year improvement primarily reflects lower expenditures on commercial airplane program inventory, primarily 787. Advances and progress billings balances decreased by $1.8 billion during the nine months ended September 30, 2016.
Investing Activities Cash used by investing activities was $2.0 billion during the nine months ended September 30, 2016 compared with $1.0 billion during the same period in 2015, largely due to lower net proceeds from investments in time deposits. We expect capital expenditures in 2016 to be higher than 2015 due to continued investment to support growth.

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Financing Activities Cash used by financing activities was $8.0 billion during the nine months ended September 30, 2016 compared with $7.6 billion in the same period in 2015, primarily due to higher share repurchases and dividend payments, partially offset by higher new borrowings and lower debt repayments. During the nine months ended September 30, 2016 we issued $1.3 billion of debt compared with $0.8 billion during the same period in 2015. At September 30, 2016, the recorded balance of debt was $10.5 billion of which $0.6 billion was classified as short-term. This includes $2.4 billion of debt attributable to BCC, the vast majority of which was classified as long-term.
During the nine months ended September 30, 2016, we repurchased 51.4 million shares totaling $6.5 billion through our open market share repurchase program. In addition, $0.7 million shares were transferred to us from employees for tax withholdings. At September 30, 2016, the amount available under the share repurchase plan, announced on December 14, 2015, totaled $7.5 billion.
Capital Resources We have substantial borrowing capacity. Any future borrowings may affect our credit ratings and are subject to various debt covenants as described below. We have a commercial paper program that continues to serve as a significant potential source of short-term liquidity. Throughout the nine months ended September 30, 2016, we had no commercial paper borrowings outstanding. Currently, we have $5.0 billion of unused borrowing capacity on revolving credit line agreements. We anticipate that these credit lines will primarily serve as backup liquidity to support our general corporate borrowing needs.
Financing commitments totaled $17.4 billion and $16.3 billion at September 30, 2016 and December 31, 2015. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. Historically, we have not been required to fund significant amounts of outstanding commitments. However, there can be no assurances that we will not be required to fund greater amounts than historically required. In addition, many of our non-U.S. customers finance aircraft purchases through the Export-Import Bank of the United States. Following the expiration of the bank’s charter on June 30, 2015, the bank’s charter was reauthorized in December 2015. The bank is now authorized through September 30, 2019. However, until the U.S. Senate confirms members sufficient to reconstitute a quorum of the bank’s board of directors, the bank will not be able to approve any transaction totaling more than $10 million. As a result, we may fund additional commitments and/or enter into new financing arrangements with customers.
In the event we require additional funding to support strategic business opportunities, our commercial aircraft financing commitments, unfavorable resolution of litigation or other loss contingencies, or other business requirements, we expect to meet increased funding requirements by issuing commercial paper or term debt. We believe our ability to access external capital resources should be sufficient to satisfy existing short-term and long-term commitments and plans, and also to provide adequate financial flexibility to take advantage of potential strategic business opportunities should they arise within the next year. However, there can be no assurance of the cost or availability of future borrowings, if any, under our commercial paper program, in the debt markets or our credit facilities.
At September 30, 2016, we were in compliance with the covenants for our debt and credit facilities. The most restrictive covenants include a limitation on mortgage debt and sale and leaseback transactions as a percentage of consolidated net tangible assets (as defined in the credit agreements), and a limitation on consolidated debt as a percentage of total capital (as defined). When considering debt covenants, we continue to have substantial borrowing capacity.
Off-Balance Sheet Arrangements
We are a party to certain off-balance sheet arrangements including certain guarantees. For discussion of these arrangements, see Note 9 to our Condensed Consolidated Financial Statements.

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Contingent Obligations
We have significant contingent obligations that arise in the ordinary course of business, which include the following:
Legal Various legal proceedings, claims and investigations are pending against us. Legal contingencies are discussed in Note 16 to our Condensed Consolidated Financial Statements.
Environmental Remediation We are involved with various environmental remediation activities and have recorded a liability of $576 million at September 30, 2016. For additional information, see Note 8 to our Condensed Consolidated Financial Statements.
Income Taxes As of September 30, 2016, we have $1,378 million of unrecognized tax benefits for uncertain tax positions. For further discussion of income taxes, see Note 3 to our Condensed Consolidated Financial Statements.
Non-GAAP Measures
Core Operating Earnings, Core Operating Margin and Core Earnings Per Share
Our unaudited condensed consolidated interim financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP) which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Core operating earnings, core operating margin and core earnings per share exclude the impact of certain pension and other postretirement benefit expenses that are not allocated to business segments. Pension costs, comprising service and prior service costs computed in accordance with GAAP are allocated to Commercial Airplanes. Pension costs allocated to BDS segments are computed in accordance with U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than GAAP. CAS costs are allocable to government contracts. Other postretirement benefit costs are allocated to all business segments based on CAS, which is generally based on benefits paid. The unallocated pension costs recognized in earnings was a benefit of $129 million and $50 million for the nine and three months ended September 30, 2016 compared with an expense of $293 million and $84 million for the same periods in 2015. The 2016 benefit reflects the difference between the higher segment allocation compared to the U.S. GAAP net periodic pension costs recognized in earnings in the current period. The 2015 unallocated expense reflects the amortization of pension costs capitalized as inventory in prior years. For further discussion of pension and other postretirement costs see the Management’s Discussion and Analysis on page 33 of this Form 10-Q and on page 46 of our 2015 Annual Report on Form 10-K. Management uses core operating earnings, core operating margin and core earnings per share for purposes of evaluating and forecasting underlying business performance. Management believes these core earnings measures provide investors additional insights into operational performance as unallocated pension and other postretirement benefit cost, primarily represent costs driven by market factors and costs not allocable to U.S. government contracts.

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Reconciliation of GAAP Measures to Non-GAAP Measures
The table below reconciles the non-GAAP financial measures of core operating earnings, core operating margin and core earnings per share with the most directly comparable GAAP financial measures of earnings from operations, operating margins and diluted earnings per share.
(Dollars in millions, except per share data)
Nine months ended September 30
 
Three months ended September 30

2016

 
2015

 
2016

 
2015

Revenues

$71,285

 

$72,541

 

$23,898

 

$25,849

Earnings from operations, as reported

$3,651

 

$6,282

 

$2,282

 

$2,580

Operating margins
5.1
%
 
8.7
%
 
9.5
%
 
10.0
%
 
 
 
 
 
 
 
 
Unallocated pension (income)/expense

($129
)
 

$293

 

($50
)
 

$84

Unallocated other postretirement benefit income

($122
)
 

($93
)
 

($38
)
 

($27
)
Unallocated pension and other postretirement benefit income/(expense)

($251
)
 

$200

 

($88
)
 

$57

Core operating earnings (non-GAAP)

$3,400

 

$6,482

 

$2,194

 

$2,637

Core operating margins (non-GAAP)
4.8
%
 
8.9
%
 
9.2
%
 
10.2
%
 
 
 
 
 
 
 
 
Diluted earnings per share, as reported

$5.04

 

$5.92

 

$3.60

 

$2.47

Unallocated pension (income)/expense
(0.20
)
 
0.42

 
(0.08
)
 
0.12

Unallocated other postretirement benefit income
(0.19
)
 
(0.13
)
 
(0.06
)
 
(0.04
)
Provision for deferred income taxes on
adjustments (1)

$0.14

 

($0.10
)
 

$0.05

 

($0.03
)
Core earnings per share (non-GAAP)

$4.79

 

$6.11

 

$3.51

 

$2.52

 
 
 
 
 
 
 
 
Weighted average diluted shares (in millions)
647.9

 
700.9

 
632.7

 
689.0

(1) 
The income tax impact is calculated using the tax rate in effect for the non-GAAP adjustments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes to our market risk since December 31, 2015.
Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of September 30, 2016 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b)Changes in Internal Control Over Financial Reporting.
There were no changes that occurred during the third quarter of 2016 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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Part II. Other Information
Item 1. Legal Proceedings
Currently, we are involved in a number of legal proceedings. For a discussion of contingencies related to legal proceedings, see Note 16 to our Condensed Consolidated Financial Statements, which is hereby incorporated by reference.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2015.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table provides information about purchases we made during the quarter ended September 30, 2016 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:
(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)

7/1/2016 thru 7/31/2016
3,815,106

 

$131.43

 
3,804,589

 

$8,000

8/1/2016 thru 8/31/2016
3,759,466

 
133.23

 
3,753,417

 
7,500

9/1/2016 thru 9/30/2016
13,965

 
129.36

 


 
7,500

Total
7,588,537

 

$132.32

 
7,558,006

 
 
(1) 
We purchased an aggregate of 7,558,006 shares of our common stock in the open market pursuant to our repurchase program and 30,532 shares transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. We did not purchase shares in swap transactions.
(2) 
On December 14, 2015, we announced a new repurchase plan for up to $14 billion of common stock, replacing the plan previously authorized in 2014.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.

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Item 6. Exhibits
3.2
By-Laws of The Boeing Company, as amended and restated effective October 14, 2016 (Exhibit 3.2 to the Company's Current Report on Form 8-K dated October 14, 2016).
 
 
10
Non-Employee Director Compensation.
 
 
12
Computation of Ratio of Earnings to Fixed Charges.
 
 
15
Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information.
 
 
31(i)
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31(ii)
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32(i)
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32(ii)
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.


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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
THE BOEING COMPANY
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
October 26, 2016
 
/s/ Robert E. Verbeck
(Date)
 
Robert E. Verbeck – Senior Vice President, Finance and Corporate Controller

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