Notes to Consolidated Financial Statements (continued)

Years ended December 31, 1998, 1997 and 1996
(Dollars in millions except per share data)

Note 8
Customer and Commercial Financing

Customer and commercial financing at December 31 consisted of the following:

Customer and commercial financing

Customer and commercial financing assets that are leased by the Company under capital leases and have been subleased to others totaled $333 and $342 as of December 31, 1998 and 1997. Commercial equipment financing under operating lease consists principally of real property, highway vehicles, machine tools and production equipment. Commercial equipment financing also includes amounts attributable to regional aircraft, principally with fewer than 80 seats.

Scheduled payments on customer and commercial financing are as follows:

Scheduled payments

The component of investments in sales-type/financing leases at December 31 were as follows:

Component of investments in sales-type/financing leases

The Company has entered into interest rate swaps with third-party investors whereby the interest rate terms differ from the terms in the original receivable. These interest rate swaps related to $62 of customer financing receivables as of December 31, 1998. Interest rate swaps on financing receivables are settled on the same dates interest is due on the underlying receivables and principally swap the interest rate from a fixed to a variable rate.

Interest rates on fixed-rate notes ranged from 5.06% to 12.43%, and effective interest rates on variable-rate notes ranged from 0.03% to 4.50% above the London Interbank Offered Rate (LIBOR).

Sales and other operating revenues included interest income associated with notes receivable and sales-type/financing leases of $205, $217 and $195 for 1998, 1997 and 1996, respectively.

Financing for aircraft is collateralized by security in the related asset, and historically the Company has not experienced a problem in accessing such collateral. The operating lease aircraft category includes new and used jet and commuter aircraft, spare engines and spare parts.

The valuation allowance is subject to change depending on estimates of collectability and realizability of the customer financing balances.

Note 9
Property, Plant and Equipment

Property, plant and equipment at December 31 consisted of the following:

Property, plant and equipment

Depreciation expense was $1,386, $1,266 and $1,132 for 1998, 1997 and 1996, respectively. Interest capitalized as construction-period property, plant and equipment costs amounted to $45, $28 and $28 in 1998, 1997 and 1996, respectively.

Rental expense for leased properties was $349, $308 and $242 for 1998, 1997 and 1996, respectively. These expenses, substantially all minimum rentals, are net of sublease income. Minimum rental payments under operating leases with initial or remaining terms of one year or more aggregated $737 at December 31, 1998. Payments, net of sublease amounts, due during the next five years are as follows:

Payments due

Note 10
Goodwill

As of December 31, goodwill associated with the December 1996 acquisition of Rockwell’s aerospace and defense business units consisted of the following:

Goodwill

Note 11
Income Taxes

The provision for taxes on income consisted of the following:

Income Taxes

The following is a reconciliation of the income tax provision (benefit) computed by applying the U.S. federal statutory rate of 35 percent to the recorded income tax provision:

Reconciliation of the income tax provision

The deferred tax assets, net of deferred tax liabilities, resulted from temporary tax differences associated with the following:

Net deferred tax assets

The temporary tax differences associated with inventory and long-term contract methods of income recognition encompass related costing differences, including timing and depreciation differences.

Valuation allowances were not required due to the nature of and circumstances associated with the temporary tax differences.

Income taxes have been settled with the Internal Revenue Service (IRS) for all years through 1978, and IRS examinations have been completed through 1987. In connection with these examinations, the Company disagrees with IRS proposed adjustments, and the years 1979 through 1987 are in litigation. The Company has also filed refund claims for additional research and development tax credits, primarily in relation to its fixed-price government development programs. Successful resolutions will result in increased income to the Company.

In December 1996, The Boeing Company filed suit in the U.S. District Court for the Western District of Washington for the refund of over $400 in federal income taxes and related interest. The suit challenged the IRS method of allocating research and development costs for the purpose of determining tax incentive benefits on export sales through the Company’s Domestic International Sales Corporation (DISC) and its Foreign Sales Corporation (FSC) for the years 1979 through 1987. In September 1998, the District Court granted the Company’s motion for summary judgment. The U.S. Department of Justice has appealed this decision. If the Company were to prevail, the refund would include interest computed to the payment date. The issue could affect tax computations for subsequent years; however, the financial impact would depend on the final resolution of audits for these years.

The Company believes adequate provision has been made for all open years.

Income tax payments were $85, $219 and $648 in 1998, 1997 and 1996, respectively.

Note 12
Accounts Payable and Other Liabilities

Accounts payable and other liabilities at December 31 consisted of the following:

Accounts payable and other liabilities

Note 13
Debt

Debt at December 31 consisted of the following:

Debt

The $300 debentures due August 15, 2024, are redeemable at the holder’s option on August 15, 2012. All other debentures and notes are not redeemable prior to maturity. Maturities of long-term debt for the next five years are as follows:

Maturities of long-term debt

The Company has $2,400 currently available under credit line agreements with a group of commercial banks. The Company has complied with the restrictive covenants contained in various debt agreements.

During the fourth quarter of 1997, Boeing Capital Corporation (BCC), a corporation wholly owned by the Company, filed a shelf registration statement with the Securities and Exchange Commission for up to $1,200 aggregate principal amount of debt securities. As of December 31, 1998, $571 has been drawn on this shelf registration. In addition, BCC has $240 available but unused under a credit line agreement with a group of commercial banks. At December 31, 1998 and 1997, borrowings under commercial paper and uncommitted short-term bank facilities totaling $172 and $98 were supported by available unused commitments under the revolving credit agreement. Total consolidated debt attributable to BCC amounted to $1,971 and $1,798 as of December 31, 1998 and 1997.

The $100 notes due August 15, 2042, with a stated rate of 7.50% were issued to a private investor in connection with an interest rate swap arrangement that resulted in an effective synthetic rate of 7.865%. The swap arrangement results in semi-annual interest rate payments at LIBOR, and is scheduled to settle when the underlying note matures. Additionally, BCC has interest rate swaps totaling $350 relating to capital lease obligations and $80 relating to medium-term notes. The swaps attributable to capital lease obligations have a receive rate that is floating based on LIBOR, and a pay rate that is fixed. Of the swaps attributable to medium-term notes, $50 have a receive rate that is fixed, and a pay rate that is floating based on LIBOR; and $30 have a receive rate that is floating based on LIBOR, and a pay rate that is fixed. Interest rate swaps on these capital lease obligations and medium-term notes are settled on the same dates interest is due on the underlying obligations.

BCC has available approximately $60 in uncommitted, short-term bank credit facilities whereby the Company may borrow, at interest rates which are negotiated at the time of the borrowings, upon such terms as the Company and the banks may mutually agree. At December 31, 1998 and 1997, borrowings on these credit facilities totaled $50 and $18.

Total debt interest, including amounts capitalized, was $520, $573 and $450 for the years ended December 31, 1998, 1997 and 1996, and interest payments were $514, $588 and $436, respectively.

The Boeing Company and Subsidiaries

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