SEC Comment Letter 0000000000-24-003989 to BOEING CO (BA, BA-PA) (CIK 0000012927) (BA)
BOEING CO (BA, BA-PA) (CIK 0000012927)
Date: April 12, 2024 · CIK: 0000012927 · Accession: 0000000000-24-003989
AI Filing Summary & Sentiment
File numbers found in text: 001-00442
Letter
United States securities and exchange commission logo April 12, 2024 Michael Cleary Senior Vice President and Controller BOEING CO 929 Long Bridge Dr Arlington VA 22202 Re:BOEING CO Form 10-K Filed January 31, 2024 File No. 001-00442 Dear Michael Cleary: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K filed January 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Consolidated Results of Operations, page 23 1.We note multiple disclosures in your document including your Business Environment and Trends section, that you have been experiencing supply chain disruptions and inflationary pressures. We also note your disclosure that these factors have reduced overall productivity and adversely impacted your financial position, results of operations and cash flows. In future filings, please expand your results of operations disclosures to quantify, if possible, the specific impacts supply chain disruption and inflation have had on your cost structure, including the impact on your revenue, profits, and/or liquidity. Accounting Quantity, page 31 2.We note throughout your document, you discuss delivery and order cancellation risks associated with various commercial airplane programs, including your 777X, 737-7 and 737-10. We note your tabular presentation on page 32, which depicts undelivered units under firm orders by program. In future filings, please expand your presentation to
FirstName LastNameMichael Cleary Comapany NameBOEING CO April 12, 2024 Page 2 FirstName LastName Michael Cleary BOEING CO April 12, 2024 Page 2 provide additional breakdown of your 737 variants to allow investors to better understand the composition of your backlog. Financial Statements Note 1 - Summary of Significant Accounting Policies Goodwill and Other Acquired Intangibles, page 64 3.We note your substantial Goodwill balance as of year end, including the balances reflected in your Commercial Airplanes and Defense, Space & Security segments. We further note these segments have sustained significant operating losses in either all, or two of the three most recent years presented in your filing. In future filings beginning with your next quarterly report, please revise the notes to the financial statements and your Critical Accounting Estimates section in MD&A to disclose whether a qualitative or quantitative impairment test was performed for the respective reporting units. For any reporting unit requiring a quantitative impairment test, disclose the methods and significant assumptions used to test for impairment. Your disclosure should also state whether or not the fair value of your reporting units "substantially exceeds" the carrying value. To the extent any reporting unit fair values are not substantially in excess of fair values, disclose the identity of those reporting units and the amount or percentage by which the fair value exceeds their carrying value. Please refer to ASC 350-10-50 and Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350. Also, if any reporting units have zero or negative carrying amounts of net assets, please disclose the identity of those reporting units with allocated goodwill, the amount of goodwill allocated to each and in which reportable segment the reporting unit is included. See requirement in ASC 350-10-50-1A. As part of your response, please also provide us with the results of your 2023 impairment testing that include the aforementioned details.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kevin Stertzel at 202-551-3723 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
April 12, 2024
Michael Cleary
Senior Vice President and Controller
BOEING CO
929 Long Bridge Dr
Arlington VA 22202
Re:BOEING CO
Form 10-K
Filed January 31, 2024
File No. 001-00442
Dear Michael Cleary:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K filed January 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations, page 23
1.We note multiple disclosures in your document including your Business Environment and
Trends section, that you have been experiencing supply chain disruptions and inflationary
pressures. We also note your disclosure that these factors have reduced overall
productivity and adversely impacted your financial position, results of operations and cash
flows. In future filings, please expand your results of operations disclosures to quantify, if
possible, the specific impacts supply chain disruption and inflation have had on your cost
structure, including the impact on your revenue, profits, and/or liquidity.
Accounting Quantity, page 31
2.We note throughout your document, you discuss delivery and order cancellation risks
associated with various commercial airplane programs, including your 777X, 737-7 and
737-10. We note your tabular presentation on page 32, which depicts undelivered units
under firm orders by program. In future filings, please expand your presentation to
FirstName LastNameMichael Cleary
Comapany NameBOEING CO
April 12, 2024 Page 2
FirstName LastName
Michael Cleary
BOEING CO
April 12, 2024
Page 2
provide additional breakdown of your 737 variants to allow investors to better understand
the composition of your backlog.
Financial Statements
Note 1 - Summary of Significant Accounting Policies
Goodwill and Other Acquired Intangibles, page 64
3.We note your substantial Goodwill balance as of year end, including the balances
reflected in your Commercial Airplanes and Defense, Space & Security segments. We
further note these segments have sustained significant operating losses in either all, or two
of the three most recent years presented in your filing. In future filings beginning with
your next quarterly report, please revise the notes to the financial statements and your
Critical Accounting Estimates section in MD&A to disclose whether a qualitative or
quantitative impairment test was performed for the respective reporting units. For any
reporting unit requiring a quantitative impairment test, disclose the methods and
significant assumptions used to test for impairment. Your disclosure should also state
whether or not the fair value of your reporting units "substantially exceeds" the carrying
value. To the extent any reporting unit fair values are not substantially in excess of fair
values, disclose the identity of those reporting units and the amount or percentage by
which the fair value exceeds their carrying value. Please refer to ASC 350-10-50 and
Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350. Also, if
any reporting units have zero or negative carrying amounts of net assets, please disclose
the identity of those reporting units with allocated goodwill, the amount of goodwill
allocated to each and in which reportable segment the reporting unit is included. See
requirement in ASC 350-10-50-1A. As part of your response, please also provide us with
the results of your 2023 impairment testing that include the aforementioned details.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kevin Stertzel at 202-551-3723 or Claire Erlanger at 202-551-3301 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing