What changed in this filing

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Item 1. Financial Statements

2023-04-26 compared with 2022-10-26 · 233 added, 387 removed, 583 unchanged (52% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Operations

(Dollars in millions, except per share data) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

(Dollars in millions, except per share data) Three months ended March 31

Sales of products $ 14,914 $ 11,427

3 unchanged sentences

Cost of services ( 2,445 ) ( 2,226 )

Boeing Capital interest expense ( 20 ) ( 25 ) ( 7 ) ( 7 )

Total costs and expenses ( 15,998 ) ( 13,638 )

1,646 5,531 ( 822 ) 1,712

(Loss)/income from operating investments, net ( 27 ) 195 ( 24 ) 120

Loss from operating investments, net ( 27 ) ( 20 )

General and administrative expense ( 1,304 ) ( 863 )

1 unchanged sentence

Gain on dispositions, net 1

(Loss)/earnings from operations ( 3,194 ) 1,269 ( 2,799 ) 329

Loss from operations ( 149 ) ( 1,162 )

Other income, net 302 181

1 unchanged sentence

Loss before income taxes ( 496 ) ( 1,618 )

Income tax (expense)/benefit ( 17 ) 207 ( 176 ) 178

Income tax benefit 71 376

Net loss ( 425 ) ( 1,242 )

7 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

(Dollars in millions) Three months ended March 31

Net loss ($ 425 ) ($ 1,242 )

Other comprehensive income/(loss), net of tax:

Other comprehensive income, net of tax:

Currency translation adjustments 16 24

Unrealized loss on certain investments, net of tax of $0, $0, $0 and $0

Unrealized (loss)/gain on derivative instruments:

Unrealized (loss)/gain arising during period, net of tax of $ 46 , ($ 18 ), $ 25 and ($ 1 )

( 157 ) 64 ( 83 ) ( 1 )

Reclassification adjustment for losses/(gains) included in net loss, net of tax of ($ 6 ), $ 2 , $ 2 and $ 2

24 ( 6 ) ( 6 ) ( 4 )

Total unrealized (loss)/gain on derivative instruments, net of tax ( 133 ) 58 ( 89 ) ( 5 )

Derivative instruments:

Unrealized gain arising during period, net of tax of ($ 5 ) and ($ 28 )

Reclassification adjustment for (gains)/losses included in net loss, net of tax of $ 1 and ($ 9 )

Total unrealized gain on derivative instruments, net of tax 13 129

Defined benefit pension plans and other postretirement benefits:

Net actuarial loss arising during the period, net of tax of $ 2 and $ 0

Amortization of actuarial (gains)/losses included in net periodic pension cost, net of tax of $ 0 and ($ 40 )

Amortization of prior service credits included in net periodic pension cost, net of tax of $ 6 and $ 6

( 20 ) ( 23 )

Net actuarial gain arising during the period, net of tax of $ 0 , ($ 106 ), $ 0 and ($ 104 )

Amortization of actuarial losses included in net periodic pension cost, net of tax of ($ 129 ), ($ 182 ), ($ 45 ) and ($ 60 )

469 690 155 227

Settlements included in net loss, net of tax of $ 0 , ($ 11 ), $ 0 and ($ 10 )

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

( 2 ) 2 ( 2 ) ( 1 )

Total defined benefit pension plans and other postretirement benefits, net of tax ( 29 ) 136

Other comprehensive income/(loss), net of tax 141 2,315 ( 31 ) 1,843

Comprehensive (loss)/income, net of tax ( 4,249 ) 2,189 ( 3,339 ) 1,711

Other comprehensive income, net of tax 0 289

Comprehensive loss, net of tax ( 425 ) ( 953 )

Comprehensive loss related to noncontrolling interest ( 11 ) ( 23 )

Comprehensive (loss)/income attributable to Boeing Shareholders, net of tax ($ 4,160 ) $ 2,256 ($ 3,306 ) $ 1,734

Comprehensive loss attributable to Boeing Shareholders, net of tax ($ 414 ) ($ 930 )

See Notes to the Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Financial Position

(Dollars in millions, except per share data) September 30

(Dollars in millions, except per share data) March 31

2023 December 31

43 unchanged sentences

Condensed Consolidated Statements of Cash Flows

(Dollars in millions) Nine months ended September 30

(Dollars in millions) Three months ended March 31

Cash flows – operating activities:

Net loss ($ 425 ) ($ 1,242 )

Adjustments to reconcile net loss to net cash provided/(used) by operating activities:

Adjustments to reconcile net loss to net cash used by operating activities:

Non-cash items –

18 unchanged sentences

Customer financing, net 101 18

Other 232 225

Net cash provided/(used) by operating activities 55 ( 4,132 )

Net cash used by operating activities ( 318 ) ( 3,216 )

Cash flows – investing activities:

1 unchanged sentence

Proceeds from disposals of property, plant and equipment 5 8

Acquisitions, net of cash acquired ( 6 )

Contributions to investments ( 3,561 ) ( 1,732 )

1 unchanged sentence

Other ( 2 ) 1

Net cash provided by investing activities 6,521 7,389

Net cash (used)/provided by investing activities ( 1,823 ) 2,965

Cash flows – financing activities:

5 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 10 ( 3 )

Net increase in cash & cash equivalents, including restricted 5,426 1,985

Net decrease in cash & cash equivalents, including restricted ( 3,811 ) ( 650 )

Cash & cash equivalents, including restricted, at beginning of year 14,647 8,104

5 unchanged sentences

Condensed Consolidated Statements of Equity

For the nine months ended September 30, 2022 and 2021

For the three months ended March 31, 2023 and 2022

Boeing shareholders

(Dollars in millions) Common

(Dollars in millions, except per share data) Common

Stock Additional

10 unchanged sentences

Treasury shares issued for 401(k) contribution 126 203 329

Balance at September 30, 2021 $ 5,061 $ 8,796 ($ 52,030 ) $ 38,551 ($ 14,818 ) $ 174 ($ 14,266 )

Balance at March 31, 2022 $ 5,061 $ 9,295 ($ 51,573 ) $ 33,189 ($ 11,370 ) $ 130 ($ 15,268 )

Balance at January 1, 2023 $ 5,061 $ 9,947 ($ 50,814 ) $ 29,473 ($ 9,550 ) $ 35 ($ 15,848 )

5 unchanged sentences

Treasury shares issued for 401(k) contribution 223 330 553

Balance at September 30, 2022 $ 5,061 $ 9,705 ($ 51,054 ) $ 30,107 ($ 11,518 ) $ 64 ($ 17,635 )

See Notes to the Condensed Consolidated Financial Statements.

The Boeing Company and Subsidiaries

Condensed Consolidated Statements of Equity

For the three months ended September 30, 2022 and 2021

Boeing shareholders

(Dollars in millions, except per share data) Common

Stock Additional

Capital Treasury Stock Retained

Earnings Accumulated Other Comprehensive Loss Non-

Interests Total

Balance at July 1, 2021 $ 5,061 $ 8,481 ($ 52,223 ) $ 38,660 ($ 16,661 ) $ 197 ($ 16,485 )

Net loss ( 109 ) ( 23 ) ( 132 )

Other comprehensive income, net of tax of ($ 167 )

Share-based compensation 184 184

Treasury shares issued for stock options exercised, net

Treasury shares issued for other share-based plans, net

( 9 ) 3 ( 6 )

Treasury shares issued for 401(k) contribution 145 178 323

Balance at September 30, 2021 $ 5,061 $ 8,796 ($ 52,030 ) $ 38,551 ($ 14,818 ) $ 174 ($ 14,266 )

Balance at July 1, 2022 $ 5,061 $ 9,475 ($ 51,319 ) $ 33,382 ($ 11,487 ) $ 97 ($ 14,791 )

Net loss ( 3,275 ) ( 33 ) ( 3,308 )

Other comprehensive loss, net of tax of ($ 11 )

( 31 ) ( 31 )

Share-based compensation 176 176

Treasury shares issued for stock options exercised, net ( 4 ) 8 4

Treasury shares issued for other share-based plans, net ( 3 ) 2 ( 1 )

Treasury shares issued for 401(k) contribution 61 255 316

Balance at September 30, 2022 $ 5,061 $ 9,705 ($ 51,054 ) $ 30,107 ($ 11,518 ) $ 64 ($ 17,635 )

Balance at March 31, 2023 $ 5,061 $ 10,298 ($ 50,376 ) $ 29,059 ($ 9,550 ) $ 24 ($ 15,484 )

See Notes to the Condensed Consolidated Financial Statements.

2 unchanged sentences

Summary of Business Segment Data

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

(Dollars in millions) Three months ended March 31

Commercial Airplanes $ 6,704 $ 4,194

1 unchanged sentence

Global Services 4,720 4,314

Boeing Capital 150 209 52 71

Unallocated items, eliminations and other ( 42 )

Total revenues $ 17,921 $ 13,991

(Loss)/earnings from operations:

Loss from operations:

Commercial Airplanes ($ 615 ) ($ 897 )

1 unchanged sentence

Global Services 847 632

Boeing Capital 14 99 23 42

Segment operating (loss)/earnings ( 3,293 ) 1,493 ( 2,685 ) 429

Segment operating earnings/(loss) 20 ( 1,194 )

Unallocated items, eliminations and other ( 460 ) ( 251 )

FAS/CAS service cost adjustment 291 283

(Loss)/earnings from operations ( 3,194 ) 1,269 ( 2,799 ) 329

Loss from operations ( 149 ) ( 1,162 )

Other income, net 302 181

1 unchanged sentence

Loss before income taxes ( 496 ) ( 1,618 )

Income tax (expense)/benefit ( 17 ) 207 ( 176 ) 178

Income tax benefit 71 376

Net loss ( 425 ) ( 1,242 )

9 unchanged sentences

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, 2022 are not necessarily indicative of the operating results for the full year.

The results of operations for the period ended March 31, 2023 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 2022 Annual Report on Form 10-K.

Liquidity Matters

During the first nine months of 2022, net cash provided by operating activities was $ 0.1 billion.

Our operating cash flows continue to be impacted by lower commercial airplane deliveries.

We expect a negative impact on our operating cash flows until commercial deliveries ramp up.

Charges recorded on BDS fixed-price development contracts are expected to negatively impact cash flows in future periods.

Our cash and short-term investment balance was $ 14.3 billion at September 30, 2022, down from $ 16.2 billion at December 31, 2021.

Our debt balance of $ 57.2 billion at September 30, 2022 is down from $ 58.1 billion at December 31, 2021.

Short-term debt and the current portion of long-term debt increased to $ 5.4 billion at September 30, 2022 from $ 1.3 billion at December 31, 2021.

The current portion of long-term debt includes term notes of $ 0.3 billion maturing in the fourth quarter of 2022, $ 1.7 billion maturing in the first quarter of 2023, and $ 3.4 billion maturing in the second quarter of 2023.

As of September 30, 2022, our unused borrowing capacity is $ 12.0 billion, down from $ 14.7 billion at June 30, 2022.

In August 2022, we renewed the 364-day facility for $ 5.8 billion, which now expires in August 2023.

This 364-day facility has a one-year term out option that allows us to extend the maturity of any borrowings one additional year.

We anticipate that these credit lines will remain undrawn and primarily serve as back-up liquidity to support our general corporate borrowing needs.

Our short-term and long-term credit ratings remained unchanged during the first nine months of 2022.

There is risk for future downgrades.

At September 30, 2022 and December 31, 2021, trade payables included $ 2.2 billion and $ 2.3 billion payable to suppliers who have elected to participate in supply chain financing programs.

We do not believe that future changes in the availability of supply chain financing will have a significant impact on our liquidity.

Based on our current best estimates of market demand, planned production rates, timing of cash receipts and expenditures, our ability to successfully implement further actions to improve liquidity, as well as our ability to access additional liquidity, if needed, we believe it is probable that we will be able to fund our operations for the foreseeable future.

As discussed further in Note 17, prior period amounts have been reclassified to conform to current period presentation.

Use of Estimates

6 unchanged sentences

Net cumulative catch-up adjustments to prior periods' revenue and earnings, including certain losses, across all long-term contracts were as follows:

(In millions - except per share amounts) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

(Decrease)/increase to Revenue ($ 2,204 ) $ 167 ($ 1,319 ) ($ 63 )

Increase to (Loss)/(decrease) to earnings from operations ($ 3,965 ) ($ 84 ) ($ 2,424 ) ($ 142 )

(In millions - except per share amounts) Three months ended March 31

Decrease to Revenue ($ 312 ) ($ 612 )

Increase to Loss from operations ($ 518 ) ($ 1,130 )

Decrease to Diluted EPS ($ 0.74 ) ($ 1.47 )

5 unchanged sentences

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.

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

2022 2021 2022 2021

The elements used in the computation of basic and diluted loss per share were as follows:

(In millions - except per share amounts) Three months ended March 31

Net loss available to common shareholders ($ 414 ) ($ 1,219 )

Basic weighted average shares outstanding

594.0 587.3 596.3 589.0

participating securities (1)

0.3 0.4 0.3 0.4

Basic weighted average common shares outstanding

593.7 586.9 596.0 588.6

Diluted weighted average shares outstanding

594.0 587.3 596.3 589.0

participating securities (1)

0.3 0.4 0.3 0.4

Diluted weighted average common shares outstanding

593.7 586.9 596.0 588.6

Net loss per share:

2 unchanged sentences

(1) Participating securities include certain instruments in our deferred compensation plan.

3.2 million, 3.5 million, 2.3 million and 2.7 million potential common shares were excluded from the diluted loss per share calculation for the nine and three months ended September 30, 2022 and 2021, respectively, because the effect would have been antidilutive as a result of incurring a net loss in those periods.

In addition, 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 loss 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

2022 2021 2022 2021

(2) Diluted loss per share includes any dilutive impact of stock options, restricted stock units,

performance-based restricted stock units and performance awards.

The following table represents potential common shares that were not included in the computation of diluted loss per share because the effect was antidilutive based on their strike price or the performance condition was not met.

(Shares in millions) Three months ended March 31

Performance awards 1.6

2 unchanged sentences

Stock options 0.8 0.6

In addition, 5.3 million and 3.6 million potential common shares were excluded from the computation of diluted loss per share for the three months ended March 31, 2023 and 2022, respectively, because the effect would have been antidilutive as a result of incurring a net loss in those periods.

Note 3 – Income Taxes

Our effective tax rate for the nine months ended September 30, 2022 was ( 0.4 )% and primarily reflects the 21 % federal tax rate and research and development tax credits which are more than offset by an increase to the valuation allowance and other permanent items.

The effective tax rate for the three months ended September 30, 2022 reflects additional tax expense to adjust prior quarters' results to the annual effective tax rate.

As of September 30, 2022 and December 31, 2021, the Company had recorded valuation allowances of $ 3,569 and $ 2,423 primarily for certain federal deferred tax assets, as well as for certain federal and state net operating loss and tax credit carryforwards.

The increase in the valuation allowance during 2022 is primarily due to tax credits and other carryforwards generated in 2022 that cannot be realized in 2022.

To measure the valuation allowance, the Company estimated in what year each of its deferred tax assets and liabilities would reverse using systematic and logical methods to estimate the reversal patterns.

We compute our interim tax provision using an estimated annual effective tax rate, adjusted for discrete items.

Our 2023 estimated annual effective tax rate primarily reflects the 21% federal tax rate, the impact of taxation upon foreign operations, and a forecasted increase to the valuation allowance, which is partially offset by research and development tax credits.

Our actual effective tax rates were 14.3 % and 23.2 % for the three months ended March 31, 2023 and 2022.

The effective tax rate for the three months ended March 31, 2023 included an additional increase in the valuation allowance treated as a discrete tax expense.

As of December 31, 2022, the Company had recorded valuation allowances of $ 3,162 primarily for certain federal deferred tax assets, as well as for certain federal and state net operating loss and tax credit carryforwards.

To measure the valuation allowance, the Company estimated in what year each of its deferred tax assets and liabilities would reverse using systematic and logical methods to estimate the

reversal patterns.

Based on these methods, deferred tax liabilities are assumed to reverse and generate taxable income over the next 5 to 10 years while deferred tax assets related to pension and other postretirement benefit obligations are assumed to reverse and generate tax deductions over the next 15 to 20 years.

1 unchanged sentence

Federal income tax audits have been settled for all years prior to 2018.

The Internal Revenue Service (IRS) began the 2018-2019 federal tax audit in the first quarter of 2021 and added tax year 2020 to the audit in the fourth quarter of 2021.

The Internal Revenue Service is currently auditing the 2018-2020 tax years.

We are also subject to examination in major state and international jurisdictions for the 2008-2021 tax years.

We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

It is reasonably possible that within the next 12 months, unrecognized tax benefits related to federal tax matters under audit may decrease by up to $ 620 based on current estimates.

Note 4 – Allowances for Losses on Financial Assets

The changes in allowances for expected credit losses for the nine months ended September 30, 2022 and 2021 consisted of the following:

The changes in allowances for expected credit losses for the three months ended March 31, 2023 and 2022 consisted of the following:

Accounts receivable Unbilled receivables Other current assets Customer financing Other assets Total

3 unchanged sentences

Recoveries 1 1

Balance at September 30, 2021

Balance at March 31, 2022

($ 390 ) ($ 76 ) ($ 57 ) ($ 66 ) ($ 208 ) ($ 797 )

3 unchanged sentences

Recoveries 1 1

Balance at September 30, 2022

Balance at March 31, 2023

($ 111 ) ($ 22 ) ($ 76 ) ($ 55 ) ($ 92 ) ($ 356 )

4 unchanged sentences

Commercial aircraft programs 68,051 67,702

Capitalized precontract costs (1)

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

Total $ 78,503 $ 78,151

Commercial spare parts, used aircraft, general stock materials and other includes capitalized precontract costs of $ 734 at September 30, 2022 and $ 648 at December 31, 2021 primarily related to KC-46A Tanker and Commercial Crew.

(1) Capitalized precontract costs at March 31, 2023 and December 31, 2022 includes amounts related to KC-46A Tanker, Commercial Crew, and T-7 Production Options.

Commercial Aircraft Programs

The increase in commercial aircraft programs inventory during 2022 reflects growth in 777X inventory and continued buildup of 787 aircraft, partially offset by a decrease in 737 MAX inventory.

Commercial aircraft programs inventory includes approximately 270 737 MAX aircraft and 115 787 aircraft at September 30, 2022 as compared with 335 737 MAX aircraft and 110 787 aircraft at December 31, 2021.

A number of customers have requested to defer deliveries or to cancel orders.

We are currently remarketing certain aircraft and may have to remarket additional aircraft in future periods.

If we are unable to successfully remarket the aircraft, determine further production rate reductions are necessary, and/or contract the program accounting quantities, future earnings may be reduced and/or additional reach-forward losses may have to be recorded.

At September 30, 2022 and December 31, 2021, commercial aircraft programs inventory included the following amounts related to the 737 program:

Commercial aircraft programs inventory includes approximately 225 737 aircraft and 95 787 aircraft at March 31, 2023 as compared with approximately 250 737 MAX aircraft and 100 787 aircraft at December 31, 2022.

At March 31, 2023 and December 31, 2022, commercial aircraft programs inventory included the following amounts related to the 737 program:

deferred production costs of $ 3,913 and $ 2,955 and unamortized tooling and other non-recurring costs of $ 606 and $ 626 .

At September 30, 2022, $ 3,012 of 737 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 $ 20 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At September 30, 2022 and December 31, 2021, commercial aircraft programs inventory included the following amounts related to the 777X program:

deferred production costs of $ 1,236 and $ 652 and $ 3,696 and $ 3,521 of unamortized tooling and other non-recurring costs.

At March 31, 2023, $ 4,493 of 737 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 $ 26 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At March 31, 2023 and December 31, 2022, commercial aircraft programs inventory included the following amounts related to the 777X program:

$ 4,154 and $ 4,059 of work in process, $ 1,310 and $ 1,330 of deferred production costs, and $ 3,820 and $ 3,774 of unamortized tooling and other non-recurring costs.

In April 2022, we decided to pause production of the 777X-9 during 2022 and 2023.

The production pause is resulting in abnormal production costs that are being expensed as incurred until 777X-9 production resumes.

We expensed abnormal production costs of $ 213 during the nine months ended September 30, 2022.

The 777X program has near break-even margins at September 30, 2022.

The level of profitability on the 777X program will be subject to a number of factors.

These factors include continued market uncertainty, the lingering impacts of COVID-19 on our production system as well as impacts on our supply chain and customers, further production rate adjustments for the 777X or other commercial aircraft programs, any contraction of the accounting quantity and potential risks associated with the testing program and the timing of aircraft certification.

One or more of these factors could result in additional reach-forward losses on the 777X program in future periods.

During the fourth quarter of 2021, we determined that estimated costs to complete the 787 program plus costs already included in 787 inventory exceeded estimated revenues from the program.

The resulting reach-forward loss of $ 3,460 was recorded as a reduction to deferred production costs.

At September 30, 2022 and December 31, 2021, commercial aircraft programs inventory included the following amounts related to the 787 program:

We expensed abnormal production costs of $ 126 during the three months ended March 31, 2023.

The 777X program has near break-even margins at March 31, 2023.

At March 31, 2023 and December 31, 2022, commercial aircraft programs inventory included the following amounts related to the 787 program:

deferred production costs of $ 12,416 and $ 12,689 , $ 1,821 and $ 1,831 of supplier advances, and $ 1,711 and $ 1,722 of unamortized tooling and other non-recurring costs.

At September 30, 2022, $ 9,015 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 $ 4,648 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We expensed abnormal production costs of $ 925 during the nine months ended September 30, 2022.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 3,427 and $ 3,290 at September 30, 2022 and December 31, 2021.

At March 31, 2023, $ 10,211 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 $ 3,916 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

We are currently producing at abnormally low rates resulting in abnormal production costs that are being expensed as incurred.

We expensed abnormal production costs of $ 379 and $ 312 during the three months ended March 31, 2023 and 2022.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $ 3,559 and $ 3,586 at March 31, 2023 and December 31, 2022.

Note 6 – Contracts with Customers

Unbilled receivables increased from $ 8,620 at December 31, 2021 to $ 9,316 at September 30, 2022, primarily driven by revenue recognized at Defense, Space & Security (BDS) and Global Services (BGS) in excess of billings.

Advances and progress billings increased from $ 52,980 at December 31, 2021 to $ 53,177 at September 30, 2022, primarily driven by advances on orders received at BDS and BGS, partially offset by revenue recognized and cash returns at Commercial Airplanes (BCA).

Revenues recognized during the nine months ended September 30, 2022 and 2021 from amounts recorded as Advances and progress billings at the beginning of each year were $ 9,501 and $ 10,131 .

Revenues recognized during the three months ended September 30, 2022 and 2021 from amounts recorded as Advances and progress billings at the beginning of each year were $ 2,687 and $ 2,816 .

Unbilled receivables increased from $ 8,634 at December 31, 2022 to $ 9,689 at March 31, 2023, primarily driven by revenue recognized at Defense, Space & Security (BDS) and Global Services (BGS) in excess of billings.

Advances and progress billings increased from $ 53,081 at December 31, 2022 to $ 54,498 at March 31, 2023, primarily driven by advances on orders received at Commercial Airplanes (BCA) and BDS.

Revenues recognized during the three months ended March 31, 2023 and 2022 from amounts recorded as Advances and progress billings at the beginning of each year were $ 3,881 and $ 3,401 .

Note 7 – Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment.

Financing arrangements typically range in terms from 1 to 12 years and may include options to extend or terminate leases.

Certain leases include provisions to allow the lessee to purchase the underlying aircraft at a specified price.

Customer financing consisted of the following:

8 unchanged sentences

Total $ 1,505 $ 1,604

At September 30, 2022 and December 31, 2021, $ 406 and $ 378 were determined to be uncollectible financing receivables and placed on non-accrual status.

The increase in the allowance for losses on receivables during the nine months ended September 30, 2022 was primarily due to impacts of the war in Ukraine.

Customer financing interest income received was $ 10 and $ 4 for the nine and three months ended September 30, 2022 and $ 14 and $ 3 for the nine and three months ended September 30, 2021.

Our financing receivable balances at September 30, 2022 by internal credit rating category and year of origination consisted of the following:

Financing arrangements typically range in terms from 1 to 12 years and may include options to extend or terminate.

Certain leases include provisions to allow the lessee to purchase the underlying aircraft at a specified price.

At March 31, 2023 and December 31, 2022, $ 405 and $ 405 were determined to be uncollectible financing receivables and placed on non-accrual status.

The allowance for losses on receivables remained largely unchanged during the three months ended March 31, 2023.

Our financing receivable balances at March 31, 2023 by internal credit rating category and year of origination consisted of the following:

Rating categories Current 2022 2021 2020 2019 Prior Total

1 unchanged sentence

BB $ 28 $ 34 $ 214 $ 110 $ 39 57 482

B $ 18 197 215

CCC 35 370 405

Total carrying value of financing receivables $ 28 $ 34 $ 249 $ 110 $ 57 $ 671 $ 1,149

At September 30, 2022, our allowance for losses related to receivables with ratings of CCC, B, BB, and BBB.

At March 31, 2023, our allowance for losses related to receivables with ratings of CCC, B, BB, and BBB.

We applied default rates that averaged 100.0 %, 2.2 %, 2.9 %, and 0.1 %, respectively, to the exposure associated with those receivables.

Customer Financing Exposure

The majority of our customer financing portfolio is concentrated in the following aircraft models:

The majority of our gross customer financing portfolio is concentrated in the following aircraft models:

2023 December 31

2 unchanged sentences

737 Aircraft ($ 172 and $ 174 accounted for as operating leases)

777 Aircraft ($ 212 and $ 225 accounted for as operating leases)

777 Aircraft (accounted for as operating leases) 205 209

MD-80 Aircraft (accounted for as sales-type/finance leases) 95 96

757 Aircraft (accounted for as sales-type/finance leases) 103 107

747-400 Aircraft ($ 0 and $ 1 accounted for as operating leases)

747-400 Aircraft (accounted for as sales-type/finance leases) 45 46

Operating lease equipment primarily includes large commercial jet aircraft.

Lease income recorded in revenue on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022 and 2021 included $ 52 and $ 38 from sales-type/finance leases, and $ 50 and $ 53 from operating leases, of which $ 6 and $ 6 related to variable operating lease payments.

Lease income recorded in revenue on the Condensed Consolidated Statements of Operations for the three months ended September 30, 2022 and 2021 included $ 16 and $ 13 from sales-type/finance leases, and $ 18 and $ 16 from operating leases, of which $ 1 and $ 1 related to variable operating lease payments.

Profit at the commencement of sales-type leases was recorded in revenue for the nine months ended September 30, 2022 and 2021 in the amount of $ 16 and $ 57 .

Profit at the commencement of sales-type leases was recorded in revenue for the three months ended September 30, 2022 and 2021 in the amount of $ 4 and $ 21 .

Lease income recorded in revenue on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 included $ 15 and $ 18 from sales-type/finance leases, and $ 11 and $ 15 from operating leases , of which $ 0 and $ 4 related to variable operating lease payments.

Profit at the commencement of sales-type leases was recorded in revenue for the three months ended March 31, 2023 and 2022 in the amount of $ 12 and $ 4 .

Customer financing interest income received was $ 4 and $ 3 for the three months ended March 31, 2023 and 2022.

Note 8 – Investments

7 unchanged sentences

Total $ 4,924 $ 3,589

(1) Dividends received were $ 95 and $ 52 during the nine and three months ended September 30, 2022 and $ 52 and $ 9 during the same periods in the prior year.

During the third quarter of 2021, Boeing and AE Industrial Partners announced a strategic partnership to establish a dedicated aerospace venture fund.

This transaction resulted in the deconsolidation of HorizonX and generated a gain of $ 117 which is included in (Loss)/income from operating investments, net.

(1) Dividends received were $ 0 and $ 27 during the three months ended March 31, 2023 and 2022.

(2) Reflects amounts restricted in support of our property sales, workers’ compensation programs, and insurance premiums.

Allowance for losses on available for sale debt instruments are assessed quarterly.

All instruments are considered investment grade and we have not recognized an allowance for credit losses as of September 30, 2022.

Note 9 – Commitments and Contingencies

737 MAX Grounding

Over 190 countries have approved the resumption of 737 MAX operations.

The 737 MAX has yet to return to service in China and a small number of other countries.

The Civil Aviation Administration of China issued an airworthiness directive in the fourth quarter of 2021 outlining actions required for airlines to return to service.

There is uncertainty regarding timing of return to service and resumption of deliveries in China which are still subject to final regulatory approvals.

We continue to work with a small number of customers who have requested to defer deliveries or to cancel orders for 737 MAX aircraft, and we are remarketing and/or delaying deliveries of certain aircraft included within inventory.

We increased the production rate to 31 per month in 2022, and expect to implement further gradual production rate increases based on market demand and supply chain capacity.

We expensed abnormal production costs of $ 188 during the three months ended March 31, 2022.

We have approximately 270 airplanes in inventory as of September 30, 2022.

Due to ongoing uncertainties the program is facing including uncertainty regarding timing of resumption of deliveries to Chinese customers, we now anticipate delivering most of these aircraft by the end of 2024.

We have approximately 140 aircraft in inventory that are designated for customers in China.

We are exploring options to remarket some of these aircraft to other customers.

In the event that we are unable to resume aircraft deliveries in China or remarket those aircraft and/or ramp up deliveries consistent with our assumptions, our expectation of delivery timing and our expectation regarding future gradual production rate increases could be impacted.

The following table summarizes changes in the 737 MAX customer concessions and other considerations liability during the nine months ended September 30, 2022 and 2021.

All instruments are considered investment grade and we have not recognized an allowance for credit losses as of March 31, 2023.

Note 9 – Liabilities, Commitments and Contingencies

737 MAX Customer Concessions and Other Considerations

The following table summarizes changes in the 737 MAX customer concessions and other considerations liability during the three months ended March 31, 2023 and 2022.

Beginning balance – January 1 $ 1,864 $ 2,940

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Changes in estimates 34

Ending balance – September 30 $ 1,936 $ 3,443

The liability balance of $ 1.9 billion at September 30, 2022 includes $ 1.6 billion of contracted customer concessions and other liabilities and $ 0.3 billion that remains subject to negotiation with customers.

Ending balance – March 31 $ 1,723 $ 2,419

The liability balance of $ 1.7 billion at March 31, 2023 includes $ 1.4 billion of contracted customer concessions and other liabilities and $ 0.3 billion that remains subject to negotiation with customers.

The contracted amount includes $ 0.7 billion expected to be liquidated by lower customer delivery payments, $ 0.6 billion expected to be paid in cash and $ 0.1 billion in other concessions.

Of the cash payments to customers, we expect to pay $ 0.1 billion in 2023 and $ 0.5 billion in 2024.

Of the cash payments to customers, we expect to pay $ 0.1 billion in 2023 and the remaining $ 0.5 billion in future years.

The type of consideration to be provided for the remaining $ 0.3 billion will depend on the outcomes of negotiations with customers.

Environmental

The following table summarizes environmental remediation activity during the nine months ended September 30, 2022 and 2021.

The following table summarizes changes in environmental remediation liabilities during the three months ended March 31, 2023 and 2022.

Beginning balance – January 1 $ 752 $ 605

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Changes in estimates 46 48

Ending balance – September 30 $ 754 $ 629

Ending balance – March 31 $ 788 $ 653

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.

It is reasonably possible that we may incur costs 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, 2022 and December 31, 2021, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 1,066 and $ 1,094 .

At March 31, 2023 and December 31, 2022, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $ 1,043 and $ 1,058 .

Product Warranties

The following table summarizes product warranty activity recorded during the nine months ended September 30, 2022 and 2021.

The following table summarizes changes in product warranty liabilities recorded during the three months ended March 31, 2023 and 2022.

Beginning balance – January 1 $ 2,275 $ 1,900

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Changes in estimates ( 31 ) 149

Ending balance – September 30 $ 2,093 $ 1,855

Commercial Aircraft Commitments

Ending balance – March 31 $ 2,175 $ 1,966

Commercial Aircraft Trade-In Commitments

In conjunction with signing definitive agreements for the sale of new 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.

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Trade-in commitments, which 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, 2022 have expiration dates from 2022 through 2029.

At September 30, 2022 and December 31, 2021 total contractual trade-in commitments were $ 1,262 and $ 612 .

As of September 30, 2022 and December 31, 2021, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $ 310 and $ 283 and the fair value of the related trade-in aircraft was $ 309 and $ 283 .

Trade-in commitment agreements at March 31, 2023 have expiration dates from 2023 through 2029.

At March 31, 2023 and December 31, 2022 total contractual trade-in commitments were $ 1,328 and $ 1,117 .

As of March 31, 2023 and December 31, 2022, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $ 283 and $ 286 and the fair value of the related trade-in aircraft was $ 283 and $ 286 .

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 16,495 and $ 12,905 as of September 30, 2022 and December 31, 2021.

The estimated earliest potential funding dates for these commitments as of September 30, 2022 are as follows:

October through December 2022 $ 829

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, and refinancing of delivered aircraft, totaled $ 15,328 and $ 16,105 as of March 31, 2023 and December 31, 2022.

The estimated earliest potential funding dates for these commitments as of March 31, 2023 are as follows:

April through December 2023

Thereafter 2,950

As of September 30, 2022, all of these financing commitments relate to customers we believe have less than investment-grade credit.

As of March 31, 2023, all of these financing commitments relate 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.

Funding Commitments

We have commitments to make additional capital contributions of $ 265 to joint ventures over the next six years.

Other Financial Commitments

We have financial commitments to make additional capital contributions totaling $ 299 to certain joint ventures over the next five years.

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 and security agreements.

Contingent liabilities on outstanding letters of credit and surety bonds aggregated approximately $ 4,850 and $ 3,634 as of September 30, 2022 and December 31, 2021.

Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $ 5,062 and $ 5,070 as of March 31, 2023 and December 31, 2022.

Supply Chain Financing Programs

The Company has supply chain financing programs in place under which participating suppliers may elect to obtain payment from an intermediary.

The Company confirms the validity of invoices from participating suppliers and agrees to pay the intermediary an amount based on invoice totals.

The majority of amounts payable under these programs are due within 30 to 90 days but may extend up to 12 months.

At March 31, 2023 and December 31, 2022, Accounts payable included $ 2.6 billion and $ 2.5 billion payable to suppliers who have elected to participate in these programs.

We do not believe that future changes in the availability of supply chain financing will have a significant impact on our liquidity.

Recoverable Costs on Government Contracts

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Fixed-Price Contracts

Substantially all contracts at BDS and the majority of contracts at BGS Government are long-term contracts.

Substantially all contracts at our BDS segment and certain contracts at our BGS segment are long-term contracts with the U.S.

government and other customers that generally extend over several years.

Long-term contracts that are contracted on a fixed-price basis could result in losses in future periods.

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Air Force’s (USAF) VC-25B Presidential Aircraft, commonly known as Air Force One, is a $ 4.3 billion program to develop and modify two 747-8 commercial aircraft.

During the nine and three months ended September 30, 2022, we increased the reach-forward loss on the contract by $ 1,452 and $ 766 driven by higher costs to incorporate certain technical requirements, increases to factory modification labor and support engineering, schedule delays and higher supplier costs.

The increase in the third quarter of 2022 was primarily driven by increases to cost estimates associated with factory modification labor and support engineering resources due to labor shortages and inefficiencies that we now estimate will persist longer than previously anticipated, higher supplier cost estimates based on ongoing supplier negotiations and higher levels of engineering design changes due to technical requirements which are driving increased rework and schedule delays.

During the year ended December 31, 2022, we increased the reach-forward loss on the contract by $ 1,452 .

Risk remains that we may record additional losses in future periods.

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In 2011, we were awarded a contract from the USAF to design, develop, manufacture, and deliver four next generation aerial refueling tankers as well as priced options for 13 annual production lots totaling 179 aircraft.

This EMD contract is a fixed-price incentive fee contract and involves highly complex designs and systems integration.

Since 2016, the USAF has authorized eight low rate initial production (LRIP) lots for a total of 109 aircraft.

The EMD contract and authorized LRIP lots total approximately $ 21 billion as of

September 30, 2022.

As of September 30, 2022, we had approximately $ 207 of capitalized precontract costs and $ 228 of potential termination liabilities to suppliers related to unexercised future lots.

During the nine and three months ended September 30, 2022, we increased the reach-forward loss on the KC-46A Tanker program by $ 1,374 and $ 1,165 primarily reflecting higher production and supply chain costs partially driven by labor shortages and supply chain disruption.

The increase in the reach-forward loss in the third quarter of 2022 is primarily driven by factory unit time performance expectations that assume continued production disruption due to labor shortages and supply chain disruption.

Factory unit time estimates also reflect reduced benefits from prior investments in productivity enablers and higher factory unit time to produce aircraft for the remaining life of the program.

The third quarter charge also reflects increased estimated change incorporation costs for flight test aircraft as well as schedule delays to complete the Remote Vision System.

Since 2016, the USAF has authorized nine low rate initial production (LRIP) lots for a total of 124 aircraft.

The EMD contract and authorized LRIP lots total approximately $ 24 billion as of March 31, 2023.

As of March 31, 2023, we had approximately $ 166 of capitalized precontract costs and $ 95 of potential termination liabilities to suppliers related to unexercised future lots.

During the year ended December 31, 2022, we increased the reach-forward loss on the KC-46A Tanker program by $ 1,374 .

During the three months ended March 31, 2023, we increased the reach-forward loss on the KC-46A Tanker program by $ 245 resulting from factory disruption and additional rework due to a supplier quality issue.

Risk remains that we may record additional losses in future periods.

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The contract is a fixed-price contract that now includes development and delivery of seven aircraft and test articles at a contract price of $ 890 .

In connection with winning the competition, we recognized a reach-forward loss of $ 291 in the third quarter of 2018.

During the nine and three months ended September 30, 2022, we increased the MQ-25 reach-forward loss by $ 576 and $ 351 primarily driven by higher manufacturing and engineering support costs, additional testing and certification activities, supplier quality, and engineering design challenges.

The increase in the third quarter of 2022 is primarily driven by higher than anticipated costs to manufacture the EMD units reflecting recent performance which is resulting in additional factory resources and increased engineering costs to address design and supplier quality issues.

We also increased costs associated with flight test support this quarter.

During the year ended December 31, 2022, we increased the MQ-25 reach-forward loss by $ 579 .

Risk remains that we may record additional losses in future periods.

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The EMD portion of the contract is a $ 860 fixed-price contract and includes five aircraft and seven simulators.

During the nine and three months ended September 30, 2022, we recorded earnings charges of $ 203 and $ 100 related to the T-7A Red Hawk fixed-price EMD contract, which has a reach-forward loss at September 30, 2022, primarily due to supply chain, hardware qualification issues and schedule delays and customer testing requirements.

The increase in the reach-forward loss in the third quarter of 2022 was primarily driven by delays in achieving Military Flight Release and additional cost growth to resolve technical issues and other engineering design changes that were identified during the third quarter.

EMD aircraft flight testing is now estimated to start in 2023.

The production portion of the contract includes 11 production lots for aircraft and related services.

In 2018, we recorded a loss of $ 400 associated with the 11 production lots and associated support options for 346 T-7A Red Hawk aircraft that we believe are probable of being exercised.

The first production and support contract option is expected to be exercised in 2024.

We increased the estimated reach-forward loss by $ 536 and $ 185 during the nine and three months ended September 30, 2022 primarily driven by ongoing supply chain negotiations (which are impacted by supply chain constraints and inflationary pressures), and design revisions.

The increase in the reach-forward loss in the third quarter of 2022 was primarily driven by cost growth as a result of engineering and design changes as well as an increase in the number of expected units in the initial production lots.

During the year ended December 31, 2022, we recorded earnings charges of $ 203 related to the T-7A Red Hawk fixed-price EMD contract, which had a reach-forward loss at December 31, 2022.

We continue to expect EMD aircraft flight testing to start in 2023.

The production portion of the contract includes 11 production lots for aircraft and related services for 346 T-7A Red Hawk aircraft that we believe are probable of being exercised.

We continue to expect the first production and support contract option to be exercised in 2024.

We increased the estimated reach-forward loss by $ 552 during the year ended December 31, 2022 primarily driven by ongoing supply chain negotiations.

At March 31, 2023, we had approximately $ 75 of capitalized precontract costs and $ 339 of potential termination liabilities to suppliers related to future production lots.

Risk remains that we may record additional losses in future periods.

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During the second quarter of 2022 we successfully completed the uncrewed Orbital Flight Test.

A crewed flight test is now expected to be completed in 2023.

During the nine and three months ended September 30, 2022, we

increased the reach-forward loss by $ 288 and $ 195 primarily reflecting increases to estimated costs related to completing the crewed flight tests and revised schedules for both the crewed flight test and three post certification missions.

The increase recorded in the third quarter of 2022 was primarily driven by timing of the three future post certification missions which are now assumed to be completed by 2026 based on NASA’s revised launch plans.

We had previously assumed that the post certification missions would be completed by 2024.

A crewed flight test is now

planned for July 2023.

During the year ended December 31, 2022, we increased the reach-forward loss by $ 288 .

At March 31, 2023, we had approximately $ 188 of capitalized precontract costs and $ 199 of potential termination liabilities to suppliers related to unauthorized future missions.

Risk remains that we may record additional losses in future periods.

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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.

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2023 December 31

2021 September 30

2022 March 31

2023 December 31

2021 September 30

2022 March 31

2023 December 31

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45 45 $ 27 $ 27

Contingent Repurchase Commitments The commercial aircraft repurchase price specified in contingent repurchase commitments is generally lower than the expected fair value at the specified repurchase date.

Contingent Repurchase Commitments In conjunction with signing a definitive agreement for the sale of commercial aircraft, we have entered into contingent repurchase commitments with certain customers wherein we agree to repurchase the sold aircraft at a specified price, generally 10 to 15 years after delivery.

Our repurchase of the aircraft is contingent upon entering into a mutually acceptable agreement for the sale of additional new aircraft in the future.

The commercial aircraft 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.

If a future sale agreement is reached and a customer elects to exercise its right under a contingent repurchase commitment, the contingent repurchase commitment becomes a trade-in commitment.

Our historical experience is that contingent repurchase commitments infrequently become trade-in commitments.

Credit Guarantees We have issued credit guarantees where we are obligated to make payments to a guaranteed party in the event that the original lessee or debtor does not make payments or perform certain specified services.

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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.

As a result, we cannot estimate the maximum potential amount of future payments under these indemnities.

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 9.

Note 11 – Debt

As of September 30, 2022, we had $ 12,000 currently available under credit line agreements.

In the third quarter of 2022, we entered into a $ 5,800 364-day revolving credit agreement expiring in August 2023, a $ 3,000 three-year revolving credit agreement expiring in August 2025, and amended our $ 3,200 five-year revolving credit agreement, which expires in October 2024, primarily to incorporate a LIBOR successor rate.

The 364-day facility has a one-year term out option that allows us to extend the maturity of any borrowings one additional year.

We continue to be in full compliance with all covenants contained in our debt or credit facility agreements.

Note 11 – Postretirement Plans

The components of net periodic benefit (income)/cost were as follows:

Nine months ended September 30 Three months ended September 30

Pension Plans 2022 2021 2022 2021

Service cost $ 2 $ 2

Interest cost 1,561 1,493 $ 520 $ 498

Expected return on plan assets ( 2,843 ) ( 2,894 ) ( 948 ) ( 963 )

Amortization of prior service credits ( 61 ) ( 60 ) ( 20 ) ( 20 )

Recognized net actuarial loss 681 924 227 304

Settlement/curtailment (gain)/loss ( 4 ) 156 ( 4 ) 152

Net periodic benefit income ($ 664 ) ($ 379 ) ($ 225 ) ($ 29 )

Net periodic benefit cost included in (Loss)/earnings from operations $ 2 $ 2

Net periodic benefit income included in Other income, net ( 666 ) ( 381 ) ($ 225 ) ($ 29 )

Net periodic benefit income included in Loss before income taxes ($ 664 ) ($ 379 ) ($ 225 ) ($ 29 )

Nine months ended September 30 Three months ended September 30

Other Postretirement Plans 2022 2021 2022 2021

The components of net periodic benefit (income)/cost for the three months ended March 31 were as follows:

Pension Postretirement

2023 2022 2023 2022

Service cost $ 1 $ 1 $ 12 $ 18

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Amortization of prior service credits ( 20 ) ( 20 ) ( 6 ) ( 9 )

Recognized net actuarial gain ( 83 ) ( 52 ) ( 27 ) ( 17 )

Net periodic benefit cost $ 10 $ 50 $ 3 $ 16

Net periodic benefit cost included in (Loss)/earnings from operations $ 59 $ 66 $ 20 $ 22

Net periodic benefit income included in Other income, net ( 44 ) ( 16 ) ( 15 ) ( 6 )

Net periodic benefit cost included in Loss before income taxes $ 15 $ 50 $ 5 $ 16

In the third quarter of 2021, we recorded a $ 151 settlement charge in Other income, net and remeasured assets and benefit obligations related to one of the Company’s pension plans.

The remeasurement resulted in a net actuarial gain of $ 1,642 , which is included in Other comprehensive income.

The $ 1,642 reflects a gain of $ 923 primarily driven by an increase in the discount rate from approximately 2.6 % at December 31, 2020 to approximately 2.8 % as of the remeasurement date, as well as a gain of $ 719 primarily driven by asset returns in excess of expected returns.

Recognized net actuarial loss/(gain) 42 227 ( 44 ) ( 28 )

Net periodic benefit (income)/cost ($ 133 ) ($ 219 ) ($ 3 ) $ 3

Net periodic benefit cost included in Loss from operations $ 1 $ 1 $ 15 $ 19

Net periodic benefit (income)/cost included in Other income, net ( 134 ) ( 220 ) ( 15 ) ( 15 )

Net periodic benefit (income)/cost included in Loss before income taxes ($ 133 ) ($ 219 ) $ 0 $ 4

Note 12 – Share-Based Compensation and Other Compensation Arrangements

Stock Options

On February 16, 2022, we granted 348,769 premium-priced stock options to our executive officers as part of our long-term incentive program.

These stock options have an exercise price equal to 120 % of the fair market value of our stock on the date of grant.

If certain performance measures are met, the exercise price is reduced to 110 % of the grant date fair market value of our stock.

The stock options are scheduled to vest and become exercisable three years after the grant date and expire ten years after the grant date.

If an executive terminates employment because of retirement, layoff, disability, or death, the executive (or beneficiary) may receive some or all of their stock options depending on certain age and service conditions.

The fair value of the stock options granted was $ 83.04 per unit and was estimated using a Monte-Carlo simulation model using the following assumptions:

expected life 6.76 years, expected volatility 36.6 %, risk free interest rate 2.0 % and no expected dividend yield.

Restricted Stock Units

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The RSUs granted under this program have a grant date fair value of $ 214.35 per unit.

On July 29, 2022, we also granted 2,568,112 RSUs with a grant date fair value of $ 157.69 per unit as part of our long-term incentive program, accelerating awards planned for 2023 to retain executives.

The RSUs granted under this program will generally vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.

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In all other cases, the RSUs will not vest and all rights to the stock units will terminate.

Performance Restricted Stock Units

On February 16, 2023, we granted 195,526 performance restricted stock units (PRSU) to our elected executive officers as part of our long-term incentive program.

The PRSUs granted under this program have a grant date fair value of $ 214.35 per unit.

The award payout can range from 0 % to 200 % of the initial PRSU grant based on cumulative free cash flow achievement over the period January 1, 2023 through December 31, 2025 as compared to goals set at the start of the performance period.

The PRSU granted under this program will vest at the payout amount and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date.

If an executive terminates employment because of retirement, layoff, disability, or death, the executive (or beneficiary) remains eligible under the award and, if the award is earned, may receive some or all of their stock units depending on certain age and service conditions.

In all other cases, the PRSUs will not vest and all rights to the stock units will terminate.

Note 13 – Shareholders' Equity

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive loss (AOCI) by component for the nine and three months ended September 30, 2022 and 2021 were as follows:

Changes in Accumulated other comprehensive loss (AOCI) by component for the three months ended March 31, 2023 and 2022 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, 2022 ($ 105 ) $ 1 $ 6 ($ 11,561 ) ($ 11,659 )

Other comprehensive (loss)/income before reclassifications ( 63 ) 64 1,553 (2)

Other comprehensive income before reclassifications 24 94 118

Amounts reclassified from AOCI

( 6 ) 767 (3)

Net current period Other comprehensive (loss)/income ( 63 ) 58 2,320 2,315

Balance at September 30, 2021 ($ 93 ) $ 1 $ 15 ($ 14,741 ) ($ 14,818 )

Net current period Other comprehensive income 24 129 136 289

Balance at March 31, 2022 ($ 81 ) $ 1 $ 135 ($ 11,425 ) ($ 11,370 )

Balance at January 1, 2023 ($ 167 ) ($ 24 ) ($ 9,359 ) ($ 9,550 )

Other comprehensive loss before reclassifications ( 123 ) ( 2 ) ( 157 ) ( 2 ) ( 284 )

Amounts reclassified from AOCI

Net current period Other comprehensive (loss)/income ( 123 ) ( 2 ) ( 133 ) 399 141

Balance at September 30, 2022 ($ 228 ) ($ 1 ) ($ 127 ) ($ 11,162 ) ($ 11,518 )

Balance at June 30, 2021 ($ 52 ) $ 1 $ 20 ($ 16,630 ) ($ 16,661 )

Other comprehensive (loss)/income before reclassifications ( 41 ) ( 1 ) 1,543 (2)

Amounts reclassified from AOCI

( 4 ) 346 (3)

Net current period Other comprehensive (loss)/income ( 41 ) ( 5 ) 1,889 1,843

Balance at September 30, 2021 ($ 93 ) $ 1 $ 15 ($ 14,741 ) ($ 14,818 )

Balance at June 30, 2022 ($ 157 ) $ 1 ($ 38 ) ($ 11,293 ) ($ 11,487 )

Other comprehensive loss before reclassifications ( 71 ) ( 2 ) ( 83 ) ( 2 ) ( 158 )

Other comprehensive income/(loss) before reclassifications 16 18 ( 7 ) 27

Amounts reclassified from AOCI

( 6 ) 133 (3)

Net current period Other comprehensive (loss)/income ( 71 ) ( 2 ) ( 89 ) 131 ( 31 )

Balance at September 30, 2022 ($ 228 ) ($ 1 ) ($ 127 ) ($ 11,162 ) ($ 11,518 )

Net current period Other comprehensive income/(loss) 16 13 ( 29 ) 0

Balance at March 31, 2023 ($ 151 ) ($ 11 ) ($ 9,388 ) ($ 9,550 )

(1) Net of tax.

(2) Primarily relates to remeasurement of assets and benefit obligations related to the Company's pension plans resulting in an actuarial gain for the nine and three months ended September 30, 2021 of $ 1,551 and $ 1,544 (net of tax of ($ 106 ) and ($ 104 )).

(3) Primarily relates to amortization of actuarial losses for the nine and three months ended September 30, 2022 of $ 469 and $ 155 (net of tax of ($ 129 ) and ($ 45 )) and the nine and three months ended September 30, 2021 totaling $ 690 and $ 227 (net of tax of ($ 182 ) and ($ 60 )).

These are included in the net periodic pension cost.

(2) Primarily relates to amortization of actuarial losses for the three months ended March 31, 2022 totaling $ 159 (net of tax of ($ 40 )), which is included in the net periodic pension cost.

(3) Includes losses of $ 39 (net of tax of ($ 11 )) from cash flow hedges reclassified to Other income, net because the forecasted transactions are probable of not occurring.

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2023 December 31

2021 September 30

2022 March 31

2023 December 31

2021 September 30

2022 March 31

2023 December 31

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Gains/(losses) associated with our hedging transactions and forward points recognized in Other comprehensive income are presented in the following table:

Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

Three months ended March 31

Recognized in Other comprehensive income/(loss), net of taxes:

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Gains/(losses) associated with our hedging transactions and forward points reclassified from AOCI to earnings are presented in the following table:

Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

Three months ended March 31

Foreign exchange contracts

Revenues $ 1 $ 1

Costs and expenses ( 2 ) $ 5

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General and administrative expense 2 1

Losses from cash flow hedges reclassified from AOCI to Other income, net because it is probable the forecasted transactions will not occur were $ 50 and $ 0 for the nine months ended September 30, 2022 and 2021.

Losses related to undesignated derivatives on foreign exchange and commodity cash flow hedging transactions recognized in Other income, net were insignificant for the nine and three months ended September 30, 2022 and 2021.

Based on our portfolio of cash flow hedges, we expect to reclassify gains of $ 8 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months.

During the three months ended March 31, 2022, we reclassified losses associated with certain cash flow hedges of $ 50 from AOCI to Other income, net because it was probable the forecasted transactions would not occur.

Losses related to undesignated derivatives on foreign exchange and commodity cash flow hedging transactions recognized in Other income, net were insignificant for the three months ended March 31, 2023 and 2022.

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $ 8 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months.

We have derivative instruments with credit-risk-related contingent features.

If we default on our five-year credit facility, our derivative counterparties could require settlement for foreign exchange and certain commodity contracts with original maturities of at least five years.

The fair value of those contracts in a net liability position at September 30, 2022 was $ 50 .

If we default on our five-year credit facility, our derivative counterparties could require settlement for foreign exchange and certain

commodity contracts with original maturities of at least five years .

The fair value of those contracts in a net liability position at March 31, 2023 was $ 29 .

For other particular commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings.

At September 30, 2022, there was no collateral posted related to our derivatives.

At March 31, 2023, there was no collateral posted related to our derivatives.

Note 15 – Fair Value Measurements

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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, 2022 December 31, 2021

Total Level 1 Level 2 Total Level 1 Level 2

March 31, 2023 December 31, 2022

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3

Money market funds $ 2,014 $ 2,014 $ 1,797 $ 1,797

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Derivatives ($ 111 ) ($ 111 ) ($ 141 ) ($ 141 )

Other ( 2 ) ($ 2 )

Total liabilities ($ 113 ) ($ 111 ) ($ 2 ) ($ 141 ) ($ 141 )

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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.

Certain assets have been measured at fair value on a nonrecurring basis.

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:

Total Level 2 Level 3 Total

Losses Total Level 2 Level 3 Total

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 three months ended March 31 due to long-lived asset impairment and the fair value and asset classification of the related assets as of the impairment date:

Fair Value Total

Losses Fair Value Total

Investments ($ 11 ) ($ 31 )

Customer financing assets

$ 47 $ 47 ( 7 ) $ 17 $ 17 ( 12 )

Property, plant and equipment ( 19 )

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Total ($ 11 ) $ 45 ($ 72 )

Level 3 Investments, Property, plant and equipment, Other assets and Acquired intangible assets were primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

Level 2 Property, plant and equipment were valued based on a third party valuation using a combination of income and market approaches that considered estimates of net operating

income, capitalization rates and adjusted for as-is condition.

Investments, Property, plant and equipment, Other assets and Acquired intangible assets were primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

The fair value of the impaired customer financing assets includes operating lease equipment and investments in sales type-leases/finance leases and is derived by calculating a median collateral value from a consistent group of third party aircraft value publications.

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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 aircraft attributes covered by third party publications, or on the expected net sales price for the aircraft.

For Level 3 assets that were measured at fair value on a nonrecurring basis during the period ended September 30, 2022, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

Value Valuation

Technique(s) Unobservable Input Range

Median or Average

Customer financing assets $ 47 Market approach Aircraft value publications $ 40 - $ 51 (1)

Aircraft condition adjustments ($ 4 ) - $ 5 (2)

(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, 2022

March 31, 2023

Amount Total Fair

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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 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.

The fair values of our debt classified as Level 3 are based on discounted cash flow models using the implied yield 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 receivable, Unbilled receivables, Other current assets, 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, 2022 and December 31, 2021.

The carrying values of those items, as reflected in the Condensed Consolidated Statements of Financial Position, approximate their fair value at March 31, 2023 and December 31, 2022.

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).

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Multiple legal actions have been filed against us as a result of the October 29, 2018 accident of Lion Air Flight 610 and the March 10, 2019 accident of Ethiopian Airlines Flight 302.

During the fourth quarter of 2021, we entered into a proposed settlement with plaintiffs in a shareholder derivative lawsuit.

In March 2022, the court entered an order approving the proposed settlement and the Company committed to making certain governance changes.

As a result of the settlement, the Company received $ 219 in the second quarter of 2022.

In September 2022, we settled a previously disclosed investigation by the Securities and Exchange Commission related to the 737 MAX accidents and consented to a civil penalty, which resulted in an earnings charge of $ 200 that was paid in October 2022.

Further, we are subject to, and cooperating with ongoing governmental and regulatory investigations and inquiries relating to the accidents and the 737 MAX.

We cannot reasonably estimate a range of loss, if any, not covered by available insurance that may result given the current status of the pending lawsuits, investigations, and inquiries related to the accidents and the 737 MAX.

In January 2021, we entered into a Deferred Prosecution Agreement with the U.S.

Department of Justice that resolved the Department’s investigation into matters concerning the 737 MAX.

We remain subject to obligations under this three-year agreement, including reporting requirements and ongoing oversight by the Department of Justice of the Company’s compliance program.

While we have resolved a number of other investigations and cases related to the 737 MAX, we cannot reasonably estimate a range of loss, if any, not covered by available insurance that we may incur as a result of the remaining pending lawsuits or other matters related to the accidents and the 737 MAX.

During 2019, we entered into agreements with Embraer S.A.

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Embraer has disputed our right to terminate the agreements, and the dispute is currently in arbitration.

We cannot reasonably estimate a range of loss, if any, that may result from the arbitration.

We cannot reasonably estimate a range of loss, if any, that may result from the arbitration, which we currently expect to be completed in late 2023 or early 2024.

Note 17 – Segment and Revenue Information

Our primary profitability measurements to review a segment’s operating results are (Loss)/earnings from operations and operating margins.

We operate in four reportable segments:

BCA, BDS, BGS, and BCC.

All other activities fall within Unallocated items, eliminations and other.

Segment results reflect the realignment of the Boeing Customer Financing team and portfolio into the BCA segment during the first quarter of 2023.

Interest and debt expense now includes interest and debt expense previously attributable to Boeing Capital and classified as a component of Total Costs and Expenses ("Cost of Sales").

Prior period amounts have been reclassified to conform to the current period presentation.

Our primary profitability measurements to review a segment’s operating results are Earnings/(loss) from operations and operating margins.

We operate in three reportable segments:

BCA, BDS, and BGS.

other activities fall within Unallocated items, eliminations and other.

See page 6 for the Summary of Business Segment Data, which is an integral part of this note.

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BGS provides parts, maintenance, modifications, logistics support, training, data analytics and information-based services to commercial and government customers worldwide.

BGS segment revenue and costs include certain services provided to other segments.

BGS segment revenue and costs include certain products and services provided to other segments.

Revenue on commercial spare parts contracts is recognized at the point in time when a spare part is delivered to the customer.

Revenue on other contracts is generally recognized over the contract term (over time) as costs are incurred.

BCC facilitates, arranges, structures and provides selective financing solutions for our customers.

The following tables present BCA, BDS and BGS revenues from contracts with customers disaggregated in a number of ways, such as geographic location, contract type and the method of revenue recognition.

We believe these best depict how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.

BCA revenues by customer location consist of the following:

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

BCA revenues by customer location consisted of the following:

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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Latin America and Caribbean 106 828

Asia 3,315 1,958 1,290 186

Middle East 716 318

Other non-U.S.

918 261 350 130

Total non-U.S.

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Revenue recognized at a point in time 100 % 99 %

BDS revenues on contracts with customers, based on the customer's location, consist of the following:

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

BDS revenues on contracts with customers, based on the customer's location, consisted of the following:

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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customers (1)

4,488 5,214 1,596 1,784

Total segment revenue from contracts with customers $ 6,539 $ 5,483

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government (1)

90 % 89 % 91 % 89 %

(1) Includes revenues earned from foreign military sales through the U.S.

BGS revenues consist of the following:

(Dollars in millions) Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

BGS revenues consisted of the following:

(Dollars in millions) Three months ended March 31

Revenue from contracts with customers:

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government (1)

33 % 41 % 32 % 40 %

(1) Includes revenues earned from foreign military sales through the U.S.

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Backlog is converted into revenue, primarily based on the cost incurred or at delivery and acceptance of products, depending on the applicable revenue recognition model.

Our backlog at September 30, 2022 was $ 381,315 .

Our backlog at March 31, 2023 was $ 411,446 .

We expect approximately 33 % to be converted to revenue through 2024 and approximately 83 % through 2027, with the remainder thereafter.

There is significant uncertainty regarding the timing of when backlog will convert into revenue due to timing of 787 deliveries from inventory, timing of 737 MAX delivery resumption in China, timing of entry into service of the 777X, 737 MAX 7 and/or 737 MAX 10, and the lingering effects of the COVID-19 pandemic.

There is significant uncertainty regarding the timing of when backlog will convert into revenue due to timing of 737 and 787 deliveries from inventory and timing of entry into service of the 777X, 737-7 and/or 737-10.

Unallocated Items, Eliminations and other

Unallocated items, eliminations and other include common internal services that support Boeing’s global business operations, intercompany guarantees provided to BCC and eliminations of certain sales between segments.

Such sales include airplanes sold to our BCC segment that are leased by BCC to customers and considered transferred to the BCC segment.

Unallocated items, eliminations and other include common internal services that support Boeing’s global business operations and eliminations of certain sales between segments.

We generally allocate costs to business segments based on the U.S.

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Components of Unallocated items, eliminations and other (expense)/income are shown in the following table.

Nine months ended September 30 Three months ended September 30

2022 2021 2022 2021

Three months ended March 31

Share-based plans ($ 52 ) ($ 83 )

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Pension and Other Postretirement Benefit Expense

Pension costs, comprising GAAP service and prior service costs, are allocated to BCA and the commercial operations at BGS.

Pension costs are allocated to BDS and BGS businesses supporting government customers using CAS, which employ different actuarial assumptions and accounting conventions than GAAP.

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Global Services 16,491 16,149

Boeing Capital 1,591 1,735

Unallocated items, eliminations and other 27,666 29,700

Total $ 136,347 $ 137,100

Assets included in Unallocated items, eliminations and other primarily consist of Cash and cash equivalents, Short-term and other investments, tax assets, capitalized interest and assets managed centrally on behalf of the four principal business segments and intercompany eliminations.

Assets included in Unallocated items, eliminations and other primarily consist of Cash and cash equivalents, Short-term and other investments, tax assets, capitalized interest and assets managed centrally on behalf of the three principal business segments and intercompany eliminations.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of September 30, 2022, the related condensed consolidated statements of operations, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2022 and 2021, and of cash flows for the nine-month periods ended September 30, 2022 and 2021, and the related notes (collectively referred to as the "condensed consolidated interim financial information").

We have reviewed the accompanying condensed consolidated statement of financial position of The Boeing Company and subsidiaries (the “Company”) as of March 31, 2023, the related condensed consolidated statements of operations, comprehensive income, equity and cash flows for the three-month periods ended March 31, 2023 and 2022, and the related notes (collectively referred to as the "condensed consolidated interim financial information").

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

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Chicago, Illinois

October 26, 2022

April 26, 2023

FORWARD-LOOKING STATEMENTS

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Among these factors are risks related to:

(1) the COVID-19 pandemic and related industry impacts, including with respect to our operations and access to suppliers, our liquidity, the health of our customers and suppliers, and future demand for our products and services;

(2) the 737 MAX, including the timing and conditions of remaining 737 MAX regulatory approvals, lower than planned production rates and/or delivery rates, and additional considerations to customers and suppliers;

(1) general conditions in the economy and our industry, including those due to regulatory changes;

(2) our reliance on our commercial airline customers;

(5) the overall health of our aircraft production system, planned commercial aircraft production rate changes, our commercial development and derivative aircraft programs, and our aircraft being subject to stringent performance and reliability standards;

(3) the overall health of our aircraft production system, planned commercial aircraft production rate changes, our ability to successfully develop and certify new aircraft or new derivative aircraft, and the ability of our aircraft to meet stringent performance and reliability standards;

(4) changing budget and appropriation levels and acquisition priorities of the U.S.

government, as well as the potential impact of a government shutdown;

(5) our dependence on our subcontractors and suppliers, as well as the availability of highly skilled labor and raw materials;

(6) competition within our markets;

(7) our non-U.S.

operations and sales to non-U.S.

(8) changes in accounting estimates;

(9) realizing the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures;

(10) our dependence on U.S.

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(12) our reliance on cost-type contracts;

(10) uncertainties concerning contracts that include in-orbit incentive payments;

(11) our dependence on our subcontractors and suppliers as well as the availability of raw materials;

(12) changes in accounting estimates;

(13) changes in the competitive landscape in our markets;

(14) our non-U.S.

operations, including sales to non-U.S.

(15) threats to the security of our, our customers' and/or our suppliers' information;

(16) potential adverse developments in new or pending litigation and/or government investigations;

(17) customer and aircraft concentration in our customer financing portfolio;

(18) changes in our ability to obtain debt financing on commercially reasonable terms and at competitive rates;

(19) realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures;

(20) the adequacy of our insurance coverage to cover significant risk exposures;

(21) potential business disruptions, including those related to physical security threats, information technology or cyber attacks, epidemics, sanctions or natural disasters;

(22) work stoppages or other labor disruptions;

(23) substantial pension and other postretirement benefit obligations;

(13) contracts that include in-orbit incentive payments;

(14) unauthorized access to our, our customers’ and/or our suppliers' information and systems;

(15) potential business disruptions, including threats to physical security or our information technology systems, extreme weather (including effects of climate change) or other acts of nature, and pandemics or other public health crises;

(16) potential adverse developments in new or pending litigation and/or government inquiries or investigations;

(17) potential environmental liabilities;

(18) effects of climate change and legal, regulatory or market responses to such change.

(19) changes in our ability to obtain debt financing on commercially reasonable terms, at competitive rates and in sufficient amounts;

(20) substantial pension and other postretirement benefit obligations;

(21) the adequacy of our insurance coverage;

(22) customer and aircraft concentration in our customer financing portfolio;

(23) work stoppages or other labor disruptions.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements