10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         

Commission file number 1-442

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	91-0425694
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
100 N. Riverside Plaza, Chicago, IL	60606-1596
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 544-2000 

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $5 par value	New York Stock Exchange
(Title of each class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer  ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 2013, there were 754,034,388 common shares outstanding held by nonaffiliates of the registrant, and the aggregate market value of the common shares (based upon the closing price of these shares on the New York Stock Exchange) was approximately $77.2 billion.

The number of shares of the registrant’s common stock outstanding as of February 7, 2014 was 743,404,506.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to the registrant’s definitive proxy statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 31, 2013.

THE BOEING COMPANY

Index to the Form 10-K

For the Fiscal Year Ended December 31, 2013

PART I			Page
	Item  1.	Business	1
	Item  1A.	Risk Factors	6
	Item  1B.	Unresolved Staff Comments	15
	Item  2.	Properties	15
	Item  3.	Legal Proceedings	15
	Item  4.	Mine Safety Disclosures	15
PART II
	Item  5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
	Item  6.	Selected Financial Data	17
	Item  7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item  7A.	Quantitative and Qualitative Disclosures About Market Risk	47
	Item  8.	Financial Statements and Supplementary Data	48
	Item  9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	112
	Item  9A.	Controls and Procedures	112
	Item  9B.	Other Information	112
PART III
	Item  10.	Directors, Executive Officers and Corporate Governance	113
	Item  11.	Executive Compensation	115
	Item  12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	116
	Item  13.	Certain Relationships and Related Transactions, and Director Independence	116
	Item  14.	Principal Accounting Fees and Services	116
PART IV
	Item  15.	Exhibits, Financial Statement Schedules	117
	Signatures		120

PART I

Item 1. Business

The Boeing Company, together with its subsidiaries (herein referred to as “Boeing,” the “Company,” “we,” “us,” “our”), is one of the world’s major aerospace firms.

We are organized based on the products and services we offer. We operate in five principal segments:

• Commercial Airplanes;

• Our Defense, Space & Security (BDS) business comprises three segments:

• Boeing Military Aircraft (BMA),

• Network & Space Systems (N&SS) and

• Global Services & Support (GS&S); and

• Boeing Capital (BCC).

Our Other segment includes the unallocated activities of Engineering, Operations & Technology (EO&T) and Shared Services Group (SSG), as well as intercompany guarantees provided to BCC. EO&T provides Boeing with technical and functional capabilities, including information technology, research and development, test and evaluation, technology strategy development, environmental remediation management and intellectual property management.

Commercial Airplanes Segment

The Commercial Airplanes segment develops, produces and markets commercial jet aircraft and provides related support services, principally to the commercial airline industry worldwide. We are a leading producer of commercial aircraft and offer a family of commercial jetliners designed to meet a broad spectrum of passenger and cargo requirements of domestic and non-U.S. airlines. This family of commercial jet aircraft in production includes the 737 narrow-body model and the 747, 767, 777 and 787 wide-body models. Development continues on the 787-9, 787-10 and 737 MAX derivatives. In November 2013, we launched the 777X, which features a new composite wing, new engines and folding wing-tips all designed to deliver greater efficiency and significant fuel savings. The Commercial Airplanes segment also offers aviation services support, aircraft modifications, spares, training, maintenance documents and technical advice to commercial and government customers worldwide.

Defense, Space & Security

Our BDS operations principally involve research, development, production, modification and support of the products and related systems as described below. BDS' primary customer is the United States Department of Defense (U.S. DoD) with approximately 67% of BDS2013 revenues being derived from this customer (excluding foreign military sales through the U.S. government). Other significant revenues were derived from the National Aeronautics and Space Administration (NASA), international defense markets, civil markets and commercial satellite markets. BDS consists of three capabilities-driven businesses: BMA, N&SS and GS&S. Additionally, the Phantom Works group is an integrated team that works with the three businesses via product development, rapid prototyping and customer engagement through experimentation and enterprise technology investment strategies.

Boeing Military Aircraft Segment

This segment is engaged in the research, development, production and modification of manned and unmanned military aircraft and weapons systems for global strike, including fighter aircraft and missile

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systems; vertical lift, including rotorcraft and tilt-rotor aircraft; unmanned airborne systems programs; and mobility, surveillance and engagement, including command and control, battle management, airborne, anti-submarine, transport and tanker aircraft. The major programs in this segment include for global strike: EA-18G Growler Airborne Electronic Attack, F/A-18E/F Super Hornet, F-15 Strike Eagle and Joint Direct Attack Munition; for vertical lift: CH-47 Chinook, AH-64 Apache, and V-22 Osprey; for unmanned airborne systems programs: ScanEagle; and for mobility, surveillance and engagement: C-17 Globemaster III, P-8A Poseidon and India P-8I, Airborne Early Warning and Control (AEW&C), and KC-46A Tanker.

Network & Space Systems Segment

This segment is engaged in the research, development, production and modification of the following products and related services: electronics and information solutions, including command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR), cyber and information solutions, and intelligence systems; strategic missile and defense systems; space and intelligence systems, including satellites and commercial satellite launch vehicles; and space exploration. The major programs in this segment include for electronics and information solutions: Family of Advanced Beyond Line-of-Sight Terminals (FAB-T); for strategic missile and defense systems: Ground-based Midcourse Defense (GMD); for space and intelligence systems: commercial, civil and military satellites; and for space exploration: Space Launch System (SLS) and International Space Station. This segment also includes our joint venture operations related to United Launch Alliance and United Space Alliance. During 2011, the Brigade Combat Team Modernization (BCTM) program concluded.

Global Services & Support Segment

This segment provides customers with mission readiness through total support solutions. Our global services business sustains aircraft and systems with a full spectrum of products and services through integrated logistics, including supply chain management and engineering support; maintenance, modification and upgrades for aircraft; and training systems and government services, including pilot and maintenance training. GS&S international operations include Boeing Defence U.K. Ltd., and Boeing Defence Australia, as well as Alsalam Aircraft Company and Boeing Sikorsky International Services LLC, joint ventures.

Integrated logistics comprises an integrated array of services that address the complete life cycle of aircraft and systems. Major programs include the F/A-18E/F support program and domestic and international performance based logistic programs for the AH-64 Apache, CH-47 Chinook and other BDS platforms.

Maintenance, modification and upgrades for aircraft are performed at centers throughout the United States and around the world, providing rapid cycle time and aircraft services for military customers on a wide variety of BDS and non-BDS platforms. Major programs include the C-17 Globemaster III Integrated Sustainment Program and F-15 support programs for the United States Air Force (USAF) and several other international customers.

Training systems and government services comprise a full range of training capabilities for domestic and international customers, including the design and development of trainers for multiple aircraft platforms and logistics and asset management solutions.

Boeing Capital Segment

BCC facilitates, arranges, structures and provides selective financing solutions for our Commercial Airplanes customers. In the space and defense markets, BCC primarily arranges and structures financing

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solutions for our BDS government and commercial satellite customers. BCC’s portfolio consists of equipment under operating leases, finance leases, notes and other receivables, assets held for sale or re-lease and investments.

Financial and Other Business Information

See the Summary of Business Segment Data and Note 21 to our Consolidated Financial Statements for financial information, including revenues and earnings from operations, for each of our business segments.

Intellectual Property

We own numerous patents and have licenses for the use of patents owned by others, which relate to our products and their manufacture. In addition to owning a large portfolio of intellectual property, we also license intellectual property to and from third parties. For example, the U.S. government has licenses in our patents that are developed in performance of government contracts, and it may use or authorize others to use the inventions covered by such patents for government purposes. Unpatented research, development and engineering skills, as well as certain trademarks, trade secrets, and other intellectual property rights, also make an important contribution to our business. While our intellectual property rights in the aggregate are important to the operation of each of our businesses, we do not believe that our business would be materially affected by the expiration of any particular intellectual property right or termination of any particular intellectual property patent license agreement.

Non-U.S. Revenues

See Note 21 to our Consolidated Financial Statements for information regarding non-U.S. revenues.

Research and Development

Research and development expenditures involve experimentation, design, development and related test activities for defense systems, new and derivative jet aircraft including both commercial and military, advanced space and other company-sponsored product development. These are expensed as incurred including amounts allocable as reimbursable overhead costs on U.S. government contracts.

Our total research and development expense amounted to $3.1 billion, $3.3 billion and $3.9 billion in 2013, 2012 and 2011, respectively.

Research and development costs also include bid and proposal efforts related to government products and services, as well as costs incurred in excess of amounts estimated to be recoverable under cost-sharing research and development agreements. Bid and proposal costs were $285 million, $326 million and $332 million in 2013, 2012 and 2011, respectively.

Employees

Total workforce level at December 31, 2013 was approximately 168,400.

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As of December 31, 2013, our principal collective bargaining agreements were with the following unions:

Union	Percent of our Employees Represented	Status of the Agreements with the Union
The International Association of Machinists and Aerospace Workers (IAM)	21%	We have two major agreements; one expiring in January of 2015 and one in September of 2024.
The Society of Professional Engineering Employees in Aerospace (SPEEA)	14%	We have one major agreement expiring in October 2016.
The United Automobile, Aerospace and Agricultural Implement Workers of America (UAW)	2%	We have one major agreement expiring in October of 2014 and one in February of 2015.

Competition

The commercial jet aircraft market and the airline industry remain extremely competitive. We face aggressive international competitors who are intent on increasing their market share, such as Airbus, Embraer and Bombardier, and other entrants from Russia, China and Japan. We are focused on improving our processes and continuing cost reduction efforts. We intend to continue to compete with other airplane manufacturers by providing customers with greater value products, services, and support. We continue to leverage our extensive customer support services network which span the life cycle of the airplane: aircraft acquisition, readying for service, maintenance and engineering, enhancing and upgrading, and transitioning to the next model - as well as the daily cycle of gate-to-gate operations. This enables us to provide a high level of customer satisfaction and productivity.

BDS faces strong competition in all market segments, primarily from Lockheed Martin Corporation, Northrop Grumman Corporation, Raytheon Company and General Dynamics Corporation. Non-U.S. companies such as BAE Systems and Airbus Group (formerly European Aeronautic Defence and Space Company (EADS)), continue to build a strategic presence in the U.S. market by strengthening their North American operations and partnering with U.S. defense companies. In addition, certain competitors have occasionally formed teams with other competitors to address specific customer requirements. BDS expects the trend of strong competition to continue into 2014 with many international firms attempting to increase their U.S. presence.

Regulatory Matters

Our businesses are heavily regulated in most of our markets. We deal with numerous U.S. government agencies and entities, including but not limited to all of the branches of the U.S. military, NASA, the Federal Aviation Administration (FAA) and the Department of Homeland Security. Similar government authorities exist in our international markets.

Government Contracts. The U.S. government, and other governments, may terminate any of our government contracts at their convenience, as well as for default, based on our failure to meet specified performance requirements. If any of our U.S. government contracts were to be terminated for convenience, we generally would be entitled to receive payment for work completed and allowable termination or cancellation costs. If any of our government contracts were to be terminated for default, generally the U.S. government would pay only for the work that has been accepted and can require us to pay the difference between the original contract price and the cost to re-procure the contract items, net of the work accepted from the original contract. The U.S. government can also hold us liable for damages resulting from the default.

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Commercial Aircraft. In the United States, our commercial aircraft products are required to comply with FAA regulations governing production and quality systems, airworthiness and installation approvals, repair procedures and continuing operational safety. Internationally, similar requirements exist for airworthiness, installation and operational approvals. These requirements are generally administered by the national aviation authorities of each country and, in the case of Europe, coordinated by the European Joint Aviation Authorities.

Environmental. We are subject to various federal, state, local and non-U.S. laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes. We continually assess our compliance status and management of environmental matters to ensure our operations are in substantial compliance with all applicable environmental laws and regulations. Investigation, remediation, operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations. These costs often are allowable costs under our contracts with the U.S. government. It is reasonably possible that continued environmental compliance could have a material impact on our results of operations, financial condition or cash flows if additional work requirements or more stringent clean-up standards are imposed by regulators, new areas of soil and groundwater contamination are discovered and/or expansions of work scope are prompted by the results of investigations.

A Potentially Responsible Party (PRP) has joint and several liability under existing U.S. environmental laws. Where we have been designated a PRP by the Environmental Protection Agency or a state environmental agency, we are potentially liable to the government or third parties for the full cost of remediating contamination at our facilities or former facilities or at third-party sites. If we were required to fully fund the remediation of a site for which we were originally assigned a partial share, the statutory framework would allow us to pursue rights to contribution from other PRPs. For additional information relating to environmental contingencies, see Note 11 to our Consolidated Financial Statements.

International. Our international sales are subject to U.S. and non-U.S. governmental regulations and procurement policies and practices, including regulations relating to import-export control, investment, exchange controls and repatriation of earnings. International sales are also subject to varying currency, political and economic risks.

Raw Materials, Parts, and Subassemblies

We are highly dependent on the availability of essential materials, parts and subassemblies from our suppliers and subcontractors. The most important raw materials required for our aerospace products are aluminum (sheet, plate, forgings and extrusions), titanium (sheet, plate, forgings and extrusions) and composites (including carbon and boron). Although alternative sources generally exist for these raw materials, qualification of the sources could take one year or more. Many major components and product equipment items are procured or subcontracted on a sole-source basis with a number of companies.

Suppliers

We are dependent upon the ability of a large number of suppliers and subcontractors to meet performance specifications, quality standards and delivery schedules at our anticipated costs. While we maintain an extensive qualification and performance surveillance system to control risk associated with such reliance on third parties, failure of suppliers or subcontractors to meet commitments could adversely affect production schedules and program/contract profitability, thereby jeopardizing our ability to fulfill commitments to our customers. We are also dependent on the availability of energy sources, such as electricity, at affordable prices.

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Seasonality

No material portion of our business is considered to be seasonal.

Executive Officers of the Registrant

See “Item 10. Directors, Executive Officers and Corporate Governance” in Part III.

Other Information

Boeing was originally incorporated in the State of Washington in 1916 and reincorporated in Delaware in 1934. Our principal executive offices are located at 100 N. Riverside Plaza, Chicago, Illinois 60606 and our telephone number is (312) 544-2000.

General information about us can be found at www.boeing.com. The information contained on or connected to our web site is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report filed with the Securities and Exchange Commission (SEC). Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our web site as soon as reasonably practicable after we file them with, or furnish them to, the SEC. These reports may also be obtained at the SEC’s public reference room at 100 F Street, N.E., Washington, DC 20549. The SEC also maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including Boeing.

Forward-Looking Statements

This report, as well as our Annual Report to Shareholders, quarterly reports, and other filings we make with the SEC, press releases and other written and oral communications, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact.

Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict. Many factors, including those set forth in the “Risk Factors” section below could cause actual results to differ materially and adversely from these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law.

Item 1A. Risk Factors

An investment in our common stock or debt securities involves risks and uncertainties and our actual results and future trends may differ materially from our past or projected future performance. We urge investors to consider carefully the risk factors described below in evaluating the information contained in this report.

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Our Commercial Airplanes business depends heavily on commercial airlines, and is subject to unique risks.

Market conditions have a significant impact on demand for our commercial aircraft. The commercial aircraft market is predominantly driven by long-term trends in airline passenger and cargo traffic. The principal factors underlying long-term traffic growth are sustained economic growth and political stability both in developed and emerging markets. Demand for our commercial aircraft is further influenced by airline profitability, availability of aircraft financing, world trade policies, government-to-government relations, technological changes, price and other competitive factors, fuel prices, terrorism, epidemics and environmental regulations. Traditionally, the airline industry has been cyclical and very competitive and has experienced significant profit swings and constant challenges to be more cost competitive. In addition, availability of financing to non-U.S. customers depends in part on the Export-Import Bank of the United States, whose current authorization expires at the end of September 2014. Significant deterioration in the global economic environment, the airline industry generally, or in the financial stability of one or more of our major customers could result in fewer new orders for aircraft or could cause customers to seek to postpone or cancel contractual orders and/or payments to us, which could result in lower revenues, profitability and cash flows and a reduction in our contractual backlog. In addition, because our commercial aircraft backlog consists of aircraft scheduled for delivery over a period of several years, any of these macroeconomic, industry or customer impacts could unexpectedly affect deliveries over a long period.

We enter into firm fixed-price aircraft sales contracts with indexed price escalation clauses which could subject us to losses if we have cost overruns or if increases in our costs exceed the applicable escalation rate. Commercial aircraft sales contracts are often entered into years before the aircraft are delivered. In order to account for economic fluctuations between the contract date and delivery date, aircraft pricing generally consists of a fixed amount as modified by an indexed price escalation formula. Our revenue estimates are based on current expectations with respect to these escalation formulas, but the actual escalation amounts are outside of our control. Escalation factors can fluctuate significantly from period to period. Changes in escalation amounts can significantly impact revenues and operating margins in our Commercial Airplanes business.

We derive a significant portion of our revenues from a limited number of commercial airlines. We can make no assurance that any customer will exercise purchase options, fulfill existing purchase commitments or purchase additional products or services from us. In addition, fleet decisions, airline consolidations or financial challenges involving any of our major commercial airline customers could significantly reduce our revenues and limit our opportunity to generate profits from those customers.

Our Commercial Airplanes business depends on our ability to maintain a healthy production system, achieve planned production rate targets, successfully develop new aircraft or new derivative aircraft, and meet or exceed stringent performance and reliability standards.

The commercial aircraft business is extremely complex, involving extensive coordination and integration with suppliers, highly-skilled labor from thousands of employees and other partners, and stringent regulatory requirements and performance and reliability standards. In addition, the introduction of new aircraft programs and/or derivatives, such as the 787-9, 787-10, 737 MAX and 777X, involves increased risks associated with meeting development, testing, production and certification schedules. As a result, our ability to deliver aircraft on time, satisfy regulatory and customer requirements, and achieve or maintain, as applicable, program profitability is subject to significant risks.

We must meet planned production rate targets in order to satisfy customer demand and maintain our profitability. We continue to increase production rates for the 737 and 787 programs, while at the same time engaging in significant ongoing development of the 787-9, 787-10, 737 MAX and 777X aircraft. If production rate ramp-up efforts at any of our commercial aircraft assembly facilities are delayed or if our suppliers cannot timely deliver components to us at the rates necessary to achieve our planned rate

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increases, we may be unable to meet delivery schedules and the financial performance of one or more of our programs may suffer.

Operational challenges impacting the production system for one or more of our commercial aircraft programs could result in production delays and/or failure to meet customer demand for new aircraft, either of which would negatively impact our revenues and operating margins. Our commercial aircraft production system is extremely complex. Operational issues, including delays or defects in supplier components, failure to meet internal performance plans, or delays or failures to achieve required regulatory certifications, could result in significant out-of-sequence work and increased production costs, as well as delayed deliveries to customers, impacts to aircraft performance and/or increased warranty or fleet support costs. Further, if we cannot efficiently and cost-effectively incorporate design changes into already-completed 787 production aircraft, we may face further profitability pressures on this program.

If our commercial airplanes fail to satisfy performance and reliability requirements, we could face additional costs and/or lower revenues. Developing and manufacturing commercial aircraft that meet or exceed our performance and reliability standards, as well as those of customers and regulatory agencies, can be costly and technologically challenging. These challenges are particularly significant with newer aircraft programs. Any failure of any Boeing aircraft to satisfy performance or reliability requirements could result in disruption to our operations, higher costs and/or lower revenues.

Changes in levels of U.S. government defense spending or overall acquisition priorities could negatively impact our financial position and results of operations.

We derive a substantial portion of our revenue from the U.S. government, primarily from defense related programs with the U.S. DoD. Levels of U.S. defense spending in future periods are very difficult to predict and subject to significant risks. In addition, significant budgetary delays and constraints have already resulted in reduced spending levels, and additional reductions may be forthcoming. In August 2011, the Budget Control Act (The Act) established limits on U.S. government discretionary spending, including a reduction of defense spending by approximately $490 billion between the 2012 and 2021 U.S. government fiscal years. The Act also provided that the defense budget would face “sequestration” cuts of up to an additional $500 billion during that same period to the extent that discretionary spending limits are exceeded. The impact of sequestration cuts was reduced with respect to FY2014 and FY2015 following the enactment of The Bipartisan Budget Act in December 2013. However, significant uncertainty remains with respect to overall levels of defense spending and it is likely that U.S. government discretionary spending levels will continue to be subject to significant pressure, including risk of future sequestration cuts.

In addition, there continues to be significant uncertainty with respect to program-level appropriations for the U.S. DoD and other government agencies (including NASA) within the overall budgetary framework described above. While the FY2014 appropriations finalized in January 2014 included funding for Boeing’s major programs, uncertainty remains about how defense budgets in FY2015 and beyond will affect Boeing’s programs. We also expect that ongoing concerns regarding the U.S. national debt will continue to place downward pressure on U.S. DoD spending levels. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company’s operations, financial position and/or cash flows.

In addition, as a result of the significant ongoing uncertainty with respect to both U.S. defense spending levels and the nature of the threat environment, we expect the U.S. DoD to continue to emphasize cost-cutting and other efficiency initiatives in its procurement processes. If we can no longer adjust successfully to these changing acquisition priorities and/or fail to meet affordability targets set by the U.S. DoD customer, our revenues and market share would be further impacted.

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We conduct a significant portion of our business pursuant to U.S. government contracts, which are subject to unique risks.

In 2013,34% of our revenues were earned pursuant to U.S. government contracts, which include foreign military sales through the U.S. government. Business conducted pursuant to such contracts is subject to extensive procurement regulations and other unique risks.

Our sales to the U.S. government are subject to extensive procurement regulations, and changes to those regulations could increase our costs. New procurement regulations, or changes to existing requirements, could increase our compliance costs or otherwise have a material impact on the operating margins of our BDS business. These requirements may result in increased compliance costs, and we could be subject to additional costs in the form of withheld payments and/or reduced future business if we fail to comply with these requirements in the future. Compliance costs attributable to current and potential future procurement regulations such as these could negatively impact our financial condition and operating results.

The U.S. government may modify, curtail or terminate one or more of our contracts. The U.S. government contracting party may modify, curtail or terminate its contracts and subcontracts with us, without prior notice and either at its convenience or for default based on performance. For example, in 2011, the U.S. Army terminated for convenience the entire BCTM program. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changes in U.S. national security strategy and/or priorities or other reasons. Further uncertainty with respect to ongoing programs could also result in the event that the U.S. government finances its operations through temporary funding measures such as “continuing resolutions” rather than full-year appropriations. Any loss or anticipated loss or reduction of expected funding and/or modification, curtailment, or termination of one or more large programs could have a material adverse effect on our earnings, cash flow and/or financial position.

We are subject to U.S. government inquiries and investigations, including periodic audits of costs that we determine are reimbursable under U.S. government contracts. U.S. government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit government contractors. These agencies review our performance under contracts, cost structure and compliance with applicable laws, regulations, and standards, as well as the adequacy of and our compliance with our internal control systems and policies. Any costs found to be misclassified or inaccurately allocated to a specific contract will be deemed non-reimbursable, and to the extent already reimbursed, must be refunded. Any inadequacies in our systems and policies could result in withholds on billed receivables, penalties and reduced future business. Furthermore, if any audit, inquiry or investigation uncovers improper or illegal activities, we could be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines, and suspension or debarment from doing business with the U.S. government. We also could suffer reputational harm if allegations of impropriety were made against us, even if such allegations are later determined to be false.

We enter into fixed-price contracts which could subject us to losses if we have cost overruns.

Our BDS business generated approximately 70% of its 2013 revenues from fixed-price contracts. While firm fixed price contracts enable us to benefit from performance improvements, cost reductions and efficiencies, they also subject us to the risk of reduced margins or incurring losses if we are unable to achieve estimated costs and revenues. If our estimated costs exceed our estimated price, we recognize reach-forward losses which can significantly affect our reported results. The long term nature of many of our contracts makes the process of estimating costs and revenues on fixed-price contracts inherently risky. Fixed-price contracts often contain price incentives and penalties tied to performance which can be difficult to estimate and have significant impacts on margins. In addition, some of our contracts have specific provisions relating to cost, schedule and performance.

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Fixed-price development contracts are generally subject to more uncertainty than fixed-price production contracts. Many of these development programs have highly complex designs. In addition, technical or quality issues that arise during development could lead to schedule delays and higher costs to complete, which could result in a material charge or otherwise adversely affect our financial condition. Examples of significant BDS fixed-price development contracts include AEW&C, India P-8I, Saudi F-15, USAF KC-46A Tanker, and commercial and military satellites.

We enter into cost-type contracts which also carry risks.

Our BDS business generated approximately 30% of its 2013 revenues from cost-type contracting arrangements. Some of these are development programs that have complex design and technical challenges. These cost-type programs typically have award or incentive fees that are subject to uncertainty and may be earned over extended periods. In these cases the associated financial risks are primarily in reduced fees, lower profit rates or program cancellation if cost, schedule or technical performance issues arise. Programs whose contracts are primarily cost-type include GMD, Proprietary and SLS programs.

We enter into contracts that include in-orbit incentive payments that subject us to risks.

Contracts in the commercial satellite industry and certain government satellite contracts include in-orbit incentive payments. These in-orbit payments may be paid over time after final satellite acceptance or paid in full prior to final satellite acceptance. In both cases, the in-orbit incentive payment is at risk if the satellite does not perform to specifications for up to 15 years after acceptance. The net present value of in-orbit incentive fees we ultimately expect to realize is recognized as revenue in the construction period. If the satellite fails to meet contractual performance criteria, customers will not be obligated to continue making in-orbit payments and/or we may be required to provide refunds to the customer and incur significant charges.

Our ability to deliver products and services that satisfy customer requirements is heavily dependent on the performance of our subcontractors and suppliers, as well as on the availability of raw materials and other components.

We rely on other companies including subcontractors and suppliers to provide and produce raw materials, integrated components and sub-assemblies, and production commodities and to perform some of the services that we provide to our customers. If one or more of our suppliers or subcontractors experiences delivery delays or other performance problems, we may be unable to meet commitments to our customers or incur additional costs. In addition, if one or more of the raw materials on which we depend (such as aluminum, titanium or composites) becomes unavailable or is available only at very high prices, we may be unable to deliver one or more of our products in a timely fashion or at budgeted costs. In some instances, we depend upon a single source of supply. Any service disruption from one of these suppliers, either due to circumstances beyond the supplier’s control or as a result of performance problems or financial difficulties, could have a material adverse effect on our ability to meet commitments to our customers or increase our operating costs.

We use estimates in accounting for many contracts and programs. Changes in our estimates could adversely affect our future financial results.

Contract and program accounting require judgment relative to assessing risks, estimating revenues and costs and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts and programs, the estimation of total revenues and cost at completion is complicated and subject to many variables. Assumptions have to be made regarding the length of time to complete the contract or program because costs also include expected increases in wages and employee benefits, material prices and allocated fixed costs. Incentives or penalties related to performance on contracts are

10

considered in estimating sales and profit rates, and are recorded when there is sufficient information for us to assess anticipated performance. Suppliers’ assertions are also assessed and considered in estimating costs and profit rates. Estimates of award fees are also used in sales and profit rates based on actual and anticipated awards.

With respect to each of our commercial aircraft programs, inventoriable production costs (including overhead), program tooling and other non-recurring costs and routine warranty costs are accumulated and charged as cost of sales by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts limited by the ability to make reasonably dependable estimates. To establish the relationship of sales to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced and (c) the units’ expected sales prices, production costs, program tooling and other non-recurring costs, and routine warranty costs for the total program. Several factors determine accounting quantity, including firm orders, letters of intent from prospective customers and market studies. Changes to customer or model mix, production costs and rates, learning curve, escalation, costs of derivative aircraft, supplier performance, customer negotiations/settlements, supplier claims and/or certification issues can impact these estimates. Any such change in estimates relating to program accounting may adversely affect future financial performance.

Because of the significance of the judgments and estimation processes described above, materially different sales and profit amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect future period financial performance. For additional information on our accounting policies for recognizing sales and profits, see our discussion under “Management’s Discussion and Analysis – Critical Accounting Policies – Contract Accounting/Program Accounting” on pages 44 – 45 and Note 1 to our Consolidated Financial Statements on pages 55 – 65 of this Form 10-K.

Competition within our markets may reduce our future contracts and sales.

The markets in which we operate are highly competitive and one or more of our competitors may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do in some areas. In our Commercial Airplanes business, we anticipate increasing competition among non-U.S. aircraft manufacturers and service providers in one or more of our market segments. In our BDS business, we anticipate that the effects of defense industry consolidation and new priorities, including long-term cost competitiveness, of our U.S. DoD customer will intensify competition for many of our products and services. Furthermore, we are facing increased international competition and cross-border consolidation of competition. There can be no assurance that we will be able to compete successfully against our current or future competitors or that the competitive pressures we face will not result in reduced revenues and market share.

We derive a significant portion of our revenues from non-U.S. sales and are subject to the risks of doing business in other countries.

In 2013, non-U.S. customers accounted for approximately 57% of our revenues. We expect that non-U.S. sales will continue to account for a significant portion of our revenues for the foreseeable future. As a result, we are subject to risks of doing business internationally, including:

• changes in regulatory requirements;

• domestic and international government policies, including requirements to expend a portion of program funds locally and governmental industrial cooperation or participation requirements;

• fluctuations in international currency exchange rates;

11

• volatility in international political and economic environments and changes in non-U.S. national priorities and budgets, which can lead to delays or fluctuations in orders;

• the complexity and necessity of using non-U.S. representatives and consultants;

• the uncertainty of the ability of non-U.S. customers to finance purchases, including the availability of financing from the Export-Import Bank of the United States;

• uncertainties and restrictions concerning the availability of funding credit or guarantees;

• imposition of domestic and international taxes, export controls, tariffs, embargoes and other trade restrictions;

• the difficulty of management and operation of an enterprise spread over many countries;

• compliance with a variety of international laws, as well as U.S. laws affecting the activities of U.S. companies abroad; and

• unforeseen developments and conditions, including terrorism, war and international conflicts.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our operations in the future.

The outcome of litigation and of government inquiries and investigations involving our business is unpredictable and an adverse decision in any such matter could have a material effect on our financial position and results of operations.

We are involved in a number of litigation matters. These claims may divert financial and management resources that would otherwise be used to benefit our operations. No assurances can be given that the results of these matters will be favorable to us. An adverse resolution of any of these lawsuits could have a material impact on our financial position and results of operations. In addition, we are sometimes subject to government inquiries and investigations of our business due, among other things, to our business relationships with the U.S. government, the heavily regulated nature of our industry, and in the case of environmental proceedings, our ownership of certain property. Any such inquiry or investigation could potentially result in an adverse ruling against us, which could have a material impact on our financial position and operating results.

A significant portion of our customer financing portfolio is concentrated among certain customers based in the United States, and in certain types of Boeing aircraft, which exposes us to concentration risks.

A significant portion of our customer financing portfolio is concentrated among certain customers and in distinct geographic regions, particularly in the United States. Our portfolio is also concentrated by varying degrees across Boeing aircraft product types, most notably 717 aircraft. If one or more customers holding a significant portion of our portfolio assets experiences financial difficulties or otherwise defaults on or does not renew its leases with us at their expiration, and we are unable to redeploy the aircraft on reasonable terms, or if the types of aircraft that are concentrated in our portfolio suffer greater than expected declines in value, our earnings, cash flows and/or financial position could be materially adversely affected.

We may be unable to obtain debt to fund our operations and contractual commitments at competitive rates, on commercially reasonable terms or in sufficient amounts.

We depend, in part, upon the issuance of debt to fund our operations and contractual commitments. As of December 31, 2013 and 2012, our airplane financing commitments totaled $17,987 million and $18,083 million. If we require additional funding in order to fund outstanding financing commitments or meet other business requirements, our market liquidity may not be sufficient. A number of factors could cause us to incur increased borrowing costs and to have greater difficulty accessing public and private markets for

12

debt. These factors include disruptions or declines in the global capital markets and/or a decline in our financial performance, outlook or credit ratings. The occurrence of any or all of these events may adversely affect our ability to fund our operations and contractual or financing commitments.

We may not realize the anticipated benefits of mergers, acquisitions, joint ventures/strategic alliances or divestitures.

As part of our business strategy, we may merge with or acquire businesses and/or form joint ventures and strategic alliances. Whether we realize the anticipated benefits from these acquisitions and related activities depends, in part, upon our ability to integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management team and other personnel of the acquired operations. Accordingly, our financial results could be adversely affected from unanticipated performance issues, legacy liabilities, transaction-related charges, amortization of expenses related to intangibles, charges for impairment of long-term assets, credit guarantees, partner performance and indemnifications. Consolidations of joint ventures could also impact our reported results of operations or financial position. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful. We also may make strategic divestitures from time to time. These transactions may result in continued financial involvement in the divested businesses, such as through guarantees or other financial arrangements, following the transaction. Nonperformance by those divested businesses could affect our future financial results through additional payment obligations, higher costs or asset write-downs.

Our insurance coverage may be inadequate to cover all significant risk exposures.

We are exposed to liabilities that are unique to the products and services we provide. We maintain insurance for certain risks and, in some circumstances, we may receive indemnification from the U.S. government. The amount of our insurance coverage may not cover all claims or liabilities and we may be forced to bear substantial costs. For example, liabilities arising from the use of certain of our products, such as aircraft technologies, missile systems, border security systems, anti-terrorism technologies, and/or air traffic management systems may not be insurable on commercially reasonable terms. While some of these products are shielded from liability within the U.S. under the SAFETY Act provisions of the 2002 Homeland Security Act, no such protection is available outside the U.S., potentially resulting in significant liabilities. The amount of insurance coverage we maintain may be inadequate to cover these or other claims or liabilities.

Business disruptions could seriously affect our future sales and financial condition or increase our costs and expenses.

Our business may be impacted by disruptions including threats to physical security, information technology or cyber-attacks or failures, damaging weather or other acts of nature and pandemics or other public health crises. Any of these disruptions could affect our internal operations or our ability to deliver products and services to our customers. Any significant production delays, or any destruction, manipulation or improper use of our data, information systems or networks could impact our sales, increase our expenses and/or have an adverse effect on the reputation of Boeing and of our products and services.

Some of our and our suppliers’ workforces are represented by labor unions, which may lead to work stoppages.

Approximately 65,000 employees, which constitute 38% of our total workforce, are union represented as of December 31, 2013. We experienced a work stoppage in 2008 when a labor strike halted commercial aircraft and certain BMA program production. We may experience additional work stoppages in the future, which could adversely affect our business. We cannot predict how stable our relationships, currently with

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11 U.S. labor organizations and 6 non-U.S. labor organizations, will be or whether we will be able to meet the unions’ requirements without impacting our financial condition. The unions may also limit our flexibility in dealing with our workforce. Union actions at suppliers can also affect us. Work stoppages and instability in our union relationships could delay the production and/or development of our products, which could strain relationships with customers and cause a loss of revenues which would adversely affect our operations.

We have substantial pension and other postretirement benefit obligations, which have a material impact on our earnings, shareholders' equity and cash flows from operations and could have significant adverse impacts in future periods.

We have qualified defined benefit pension plans that cover the majority of our employees. Potential pension contributions include both mandatory amounts required under the Employee Retirement Income Security Act and discretionary contributions to improve the plans' funded status. The extent of future contributions depends heavily on market factors such as the discount rate and the actual return on plan assets. We estimate future contributions to these plans using assumptions with respect to these and other items. Changes to those assumptionscould have a significant effect on future contributions as well as on our annual pension costs and/or result in a significant change to Shareholders' equity. For U.S. government contracts, we allocate pension costs to individual contracts based on U.S. Cost Accounting Standards which can also affect contract profitability. We also provide other postretirement benefits to certain of our employees, consisting principally of health care coverage for eligible retirees and qualifying dependents. Our estimates of future costs associated with these benefits are also subject to assumptions, including estimates of the level of medical cost increases. For a discussion regarding how our financial statements can be affected by pension and other postretirement plan accounting policies, see “Management's Discussion and Analysis-Critical Accounting Policies-Pension Plans” on page 46 of this Form 10-K. Although GAAP expense and pension or other postretirement benefit contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect the amount of cash or stock we would contribute to our plans.

Our operations expose us to the risk of material environmental liabilities.

We are subject to various federal, state, local and non-U.S. laws and regulations related to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes. We could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, as well as third-party claims for property damage or personal injury, if we were to violate or become liable under environmental laws or regulations. In some cases, we may be subject to such costs due to environmental impacts attributable to our current or past manufacturing operations or the operations of companies we have acquired. In other cases, we may become subject to such costs due to an indemnification agreement between us and a third party relating to such environmental liabilities. In addition, new laws and regulations, more stringent enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new remediation requirements could result in additional costs. For additional information relating to environmental contingencies, see Note 11 to our Consolidated Financial Statements.

Unauthorized access to our or our customers’ information and systems could negatively impact our business.

We face certain security threats, including threats to the confidentiality, availability and integrity of our data and systems. We maintain an extensive network of technical security controls, policy enforcement mechanisms and monitoring systems in order to address these threats. While these measures are designed to prevent, detect and respond to unauthorized activity in our systems, certain types of attacks could result in significant financial or information losses and/or reputational harm. In addition, we manage information

14

technology systems for certain customers. Many of these customers face similar security threats. If we cannot prevent the unauthorized access, release and/or corruption of our customers’ confidential, classified or personally identifiable information, our reputation could be damaged, and/or we could face financial losses.

Item 1B. Unresolved Staff Comments

Not applicable

Item 2. Properties

We occupied approximately 83 million square feet of floor space on December 31, 2013 for manufacturing, warehousing, engineering, administration and other productive uses, of which approximately 96% was located in the United States. The following table provides a summary of the floor space by business as of December 31, 2013:

(Square feet in thousands)	Owned	Leased	Government Owned(1)	Total
Commercial Airplanes	38,108	5,042		43,150
Defense, Space & Security	28,769	7,995		36,764
Other(2)	2,082	920	318	3,320
Total	68,959	13,957	318	83,234

⁽¹⁾ Excludes rent-free space furnished by U.S. government landlord of 243 square feet.

⁽²⁾ Other includes BCC; EO&T; SSG; and our Corporate Headquarters.

At December 31, 2013, our segments occupied in excess of 74.6 million square feet of floor space at the following major locations:

• Commercial Airplanes – Greater Seattle, WA; Greater Charleston, SC; Portland, OR; Australia; Greater Salt Lake City, UT; Canada; and Greater Los Angeles, CA

• Defense, Space & Security – Greater Los Angeles, CA; Greater St. Louis, MO; Greater Seattle, WA; Philadelphia, PA; Mesa, AZ; Wichita, KS; San Antonio, TX; Huntsville, AL; Greater Washington, DC; Oklahoma City, OK; and Houston, TX

• Other – Chicago, IL and Greater Seattle, WA

Most runways and taxiways that we use are located on airport properties owned by others and are used jointly with others. Our rights to use such facilities are provided for under long-term leases with municipal, county or other government authorities. In addition, the U.S. government furnishes us certain office space, installations and equipment at U.S. government bases for use in connection with various contract activities.

We believe that our major properties are adequate for our present needs and, as supplemented by planned improvements and construction, expect them to remain adequate for the foreseeable future.

Item 3. Legal Proceedings

Currently, we are involved in a number of legal proceedings. For a discussion of contingencies related to legal proceedings, see Note 20 to our Consolidated Financial Statements, which is hereby incorporated by reference.

Item 4. Mine Safety Disclosures

Not applicable

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market for our common stock is the New York Stock Exchange where it trades under the symbol BA. As of February 7, 2014, there were 145,295 shareholders of record. Additional information required by this item is incorporated by reference from Note 22 to our Consolidated Financial Statements.

Issuer Purchases of Equity Securities

The following table provides information about purchases we made during the quarter ended December 31, 2013 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

(Dollars in millions, except per share data)

	(a)	(b)		(c)	(d)
	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(2)
10/1/2013 thru 10/31/2013	550,733		$114.75	536,500		$1,750
11/1/2013 thru 11/30/2013	2,620,456	134.06		2,615,281	1,399
12/1/2013 thru 12/31/2013	4,428,106	133.31		4,418,372	10,810
Total	7,599,295		$132.22	7,570,153

⁽¹⁾  We purchased an aggregate of 7,570,153 shares of our common stock in the open market pursuant to our repurchase program and 29,142 shares transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period. We did not purchase shares in swap transactions.

⁽²⁾  On October 29, 2007, the Board approved the repurchase of up to $7 billion of common stock (the 2007 Program). On December 16, 2013, the Board approved a new repurchase plan (the 2013 Program) for up to $10 billion of common stock that commences following the completion of the 2007 Program. Unless terminated earlier by a Board resolution, the 2013 Program will expire when we have used all authorized funds for repurchase.

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Item 6. Selected Financial Data

Five-Year Summary (Unaudited)
(Dollars in millions, except per share data)	2013			2012			2011			2010			2009
Operations
Revenues:
Commercial Airplanes		$52,981			$49,127			$36,171			$31,834			$34,051
Defense, Space & Security:(1)
Boeing Military Aircraft	15,936			16,019			14,585			13,876			13,988
Network & Space Systems	8,512			7,911			8,964			9,769			11,136
Global Services & Support	8,749			8,677			8,427			8,298			8,537
Total Defense, Space & Security	33,197			32,607			31,976			31,943			33,661
Boeing Capital(2)	408			468			547			672			695
Other segment(2)	102			106			123			105			130
Unallocated items and eliminations	(65		)	(610		)	(82		)	(248		)	(256		)
Total revenues		$86,623			$81,698			$68,735			$64,306			$68,281
General and administrative expense	3,956			3,717			3,408			3,644			3,364
Research and development expense	3,071			3,298			3,918			4,121			6,506
Other income/(loss), net	56			62			47			52			(26		)
Net earnings from continuing operations		$4,586			$3,903			$4,011			$3,311			$1,335
Net gain/(loss) on disposal of discontinued operations, net of tax	(1		)	(3		)	7			(4		)	(23		)
Net earnings		$4,585			$3,900			$4,018			$3,307			$1,312
Basic earnings per share from continuing operations	6.03			5.15			5.38			4.50			1.89
Diluted earnings per share from continuing operations	5.96			5.11			5.33			4.46			1.87
Cash dividends declared		$1,642			$1,360			$1,263			$1,245			$1,233
Per share	2.185			1.805			1.70			1.68			1.68
Additions to Property, plant and equipment	2,098			1,703			1,713			1,125			1,186
Depreciation of Property, plant and equipment	1,338			1,248			1,119			1,096			1,066
Year-end workforce	168,400			174,400			171,700			160,500			157,100
Financial position at December 31
Total assets		$92,663			$88,896			$79,986			$68,565			$62,053
Working capital	13,588			12,327			8,536			5,177			2,392
Property, plant and equipment, net	10,224			9,660			9,313			8,931			8,784
Cash and cash equivalents	9,088			10,341			10,049			5,359			9,215
Short-term and other investments	6,170			3,217			1,223			5,158			2,008
Total debt	9,635			10,409			12,371			12,421			12,924
Customer financing assets	3,971			4,420			4,772			4,680			5,834
Shareholders’ equity(3)	14,875			5,867			3,515			2,766			2,128
Per share	19.90			7.76			4.72			3.76			2.93
Common shares outstanding (in millions)(4)	747.4			755.6			744.7			735.3			726.3
Contractual Backlog:
Commercial Airplanes		$372,980			$317,287			$293,303			$255,591			$250,476
Defense, Space & Security:(1)
Boeing Military Aircraft	24,825			29,226			23,629			24,678			25,974
Network & Space Systems	9,832			10,078			9,429			9,935			8,069
Global Services & Support	15,024			15,764			13,296			13,751			11,981
Total Defense, Space & Security	49,681			55,068			46,354			48,364			46,024
Total contractual backlog		$422,661			$372,355			$339,657			$303,955			$296,500

Cash dividends have been paid on common stock every year since 1942.

⁽¹⁾  Effective January 1, 2013, certain programs were realigned between BDS segments. Prior years have been recast for segment realignments.

⁽²⁾  Effective January 1, 2013, BCC's accounting policies for certain leasing transactions were aligned with Boeing's consolidated accounting policies. Amounts reported in prior periods as Interest and debt expense have been reclassified to Boeing Capital interest expense to conform to the current period's presentation.

⁽³⁾  Shareholders’ equity excludes non-controlling interest.

⁽⁴⁾  Represents actual number of shares outstanding as of December 31 and excludes treasury shares and the outstanding shares held by the ShareValue Trust, which was terminated in July 2010.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consolidated Results of Operations and Financial Condition

Overview

We are a global market leader in design, development, manufacture, sale, service and support of commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems and services. We are one of the two major manufacturers of 100+ seat airplanes for the worldwide commercial airline industry and one of the largest defense contractors in the U.S. While our principal operations are in the U.S., we conduct operations in many countries and rely on an extensive network of international partners, key suppliers and subcontractors.

Our strategy is centered on successful execution in healthy core businesses – Commercial Airplanes and Defense, Space & Security (BDS) – supplemented and supported by Boeing Capital (BCC). Taken together, these core businesses have historically generated substantial earnings and cash flow that permit us to invest in new products and services. We focus on producing the products and providing the services that the market demands and we price our products and services to provide a fair return for our shareholders while continuing to find new ways to improve efficiency and quality. Commercial Airplanes is committed to being the leader in commercial aviation by offering airplanes and services that deliver superior design, efficiency and value to customers around the world. BDS integrates its resources in defense, intelligence, communications, security and space to deliver capability-driven solutions to its customers at reduced costs. Our BDS strategy is to leverage our core businesses to capture key next-generation programs while expanding our presence in adjacent and international markets, underscored by an intense focus on growth and productivity. Our strategy also benefits as the cyclicality of commercial and defense markets often offset. BCC delivers value by supporting our business units and managing overall financing exposure.

Consolidated Results of Operations

Earnings From Operations and Core Operating Earnings (Non-GAAP) The following table summarizes key indicators of consolidated results of operations:

(Dollars in millions, except per share data)
Years ended December 31,	2013			2012			2011
Revenues		$86,623			$81,698			$68,735
GAAP
Earnings from operations		$6,562			$6,290			$5,823
Operating margins	7.6		%	7.7		%	8.5		%
Effective income tax rate	26.4		%	34.0		%	25.6		%
Net earnings		$4,585			$3,900			$4,018
Diluted earnings per share		$5.96			$5.11			$5.34
Non-GAAP (1)
Core operating earnings		$7,876			$7,189			$6,340
Core operating margin	9.1		%	8.8		%	9.2		%
Core earnings per share		$7.07			$5.88			$5.79

⁽¹⁾ These measures exclude certain components of pension and other postretirement benefit expense. See page 43 for important information about these non-GAAP measures and reconciliations to the most comparable GAAP measures.

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Revenues

The following table summarizes Revenues:

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Commercial Airplanes		$52,981			$49,127			$36,171
Defense, Space & Security	33,197			32,607			31,976
Boeing Capital	408			468			547
Other segment	102			106			123
Unallocated items and eliminations	(65		)	(610		)	(82		)
Total		$86,623			$81,698			$68,735

Revenues in 2013increased by $4,925 million or 6% compared with 2012. Commercial Airplanes revenues increased by $3,854 milliondue to higher new airplane deliveries. BDS revenues increased by $590 million due to higher revenues in the Network & Space Systems (N&SS) and Global Services & Support (GS&S) segments offset by lower revenues in the Boeing Military Aircraft (BMA) segment. The change in unallocated items and eliminations primarily reflects the timing of eliminations for intercompany aircraft deliveries.

Revenues in 2012 increased by $12,963 million or 19% compared with 2011. Commercial Airplanes revenues increased by $12,956 million primarily due to higher new airplane deliveries across all programs. BDS revenues increased by $631 million due to higher revenues in the BMA and GS&S segments partially offset by lower revenues in the N&SS segment. Unallocated items and eliminations reduced revenues by $610 million in 2012 compared with $82 million in 2011 reflecting higher intercompany deliveries of P-8 and commercial aircraft in 2012.

Earnings From Operations

The following table summarizes Earnings from operations:

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Commercial Airplanes		$5,795			$4,711			$3,495
Defense, Space & Security	3,235			3,068			3,158
Boeing Capital	107			88			119
Other segment	(156		)	(186		)	39
Unallocated pension and other postretirement benefit expense	(1,314		)	(899		)	(517		)
Other unallocated items and eliminations	(1,105		)	(492		)	(471		)
Earnings from operations (GAAP)		$6,562			$6,290			$5,823
Unallocated pension and other postretirement benefit expense	1,314			899			517
Core operating earnings (Non-GAAP)		$7,876			$7,189			$6,340

Earnings from operations in 2013increased by $272 million compared with 2012. Commercial Airplanes earnings increased by $1,084 million primarily reflecting higher new airplane deliveries and lower research and development expense. BDS earnings increased by $167 million due to higher earnings in the N&SS and GS&S segments offset by lower earnings in the BMA segment. Unallocated pension and other postretirement benefit expense in 2013 reduced earnings by $415 million compared with 2012 due to higher unallocated pension expense offset by lower unallocated other postretirement expense. Other unallocated items and eliminations in 2013 reduced earnings by $613 million primarily due to a charge

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recorded in 2013 related to the settlement of A-12 litigation described in Note 20 and higher 2013 deferred compensation expense.

Earnings from operations in 2012 increased by $467 million compared with 2011. Commercial Airplanes earnings increased by $1,216 million reflecting higher new airplane deliveries and lower research and development expense partially offset by higher fleet support costs, increased operating costs associated with business growth, other period costs and decreased earnings from commercial aviation services. BDS earnings decreased by $90 million due to lower earnings in the N&SS segment, partially offset by higher earnings in the BMA and GS&S segments. Other segment losses increased by $225 million primarily due to a reduction in the allowance for losses on receivables in 2011. Unallocated pension and other postretirement benefit expense in 2012 reduced earnings by $382 million compared with 2011 primarily due to higher pension expense.

Core operating earnings in 2013increased by $687 million compared with 2012 as higher earnings at Commercial Airplanes and BDS more than offset the A-12 charge and higher 2013 deferred compensation expense.

Core operating earnings in 2012 increased by $849 million compared with 2011 primarily reflecting higher earnings at Commercial Airplanes offset by the impact of the reduction in the allowance for losses on receivables recorded in 2011.

Research and Development The following table summarizes our Research and development expense:

(Dollars in millions)

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$1,807		$2,049		$2,715
Defense, Space & Security	1,215		1,189		1,138
Other	49		60		65
Total		$3,071		$3,298		$3,918

Research and development expense in 2013decreased by $227 million compared to 2012 primarily due to lower spending at Commercial Airplanes on the 787 program partially offset by increased spending on the 737 MAX and 777X. Research and development expense in 2012 decreased by $620 million compared to 2011 primarily due to lower spending at Commercial Airplanes on the 747 and 787 programs.

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Unallocated Items and Eliminations The most significant items included in Unallocated items and eliminations are shown in the following table:

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Share-based plans		($95	)		($81	)		($83	)
Deferred compensation	(238		)	(75		)	(61		)
Eliminations and other	(366		)	(457		)	(327		)
Litigation settlements	(406		)	121
Sub-total (included in core operating earnings*)	(1,105		)	(492		)	(471		)
Pension	(1,374		)	(787		)	(269		)
Postretirement	60			(112		)	(248		)
Pension and other postretirement benefit expense (excluded from core operating earnings*)	(1,314		)	(899		)	(517		)
Total		($2,419	)		($1,391	)		($988	)

* Core operating earnings is a Non-GAAP measure that excludes certain components of pension and other postretirement benefit expense. See page 47.

Deferred compensation expense increased by $163 million in 2013, primarily driven by increases in our stock price, and by $14 million in 2012, primarily driven by increases in the overall stock market performance.

Eliminations and other unallocated expense decreased by $91 million in 2013, primarily due to the timing of elimination of profit on intercompany items, and increased by $130 million in 2012 due to the timing of intercompany expense allocations and elimination of profit on intercompany items.

Litigation settlements include the 2013 charge of $406 million related to the settlement of the A-12 litigation described in Note 20 and the $121 million benefit recorded in 2012 due to a favorable court judgment on satellite litigation.

We recorded net periodic benefit cost related to pension and other postretirement benefits of $3,769 million, $3,383 million and $3,127 million in 2013, 2012 and 2011, respectively. The increase in net periodic benefit cost related to pension is primarily due to higher amortization of actuarial losses and higher service costs driven by lower discount rates.

Unallocated pension expense in 2013 reflects the pension curtailment charge of $73 million related to the decision in September 2013 to end production of the C-17 aircraft in 2015. See Note 11. During the third quarter of 2013 we also determined that the pension expense in prior years was overstated and recorded a reduction in pension expense of $63 million. Unallocated other postretirement benefit expense in 2011 includes $161 million of additional expense due to an adjustment primarily related to prior years’ accumulated postretirement benefit obligations. See the discussion of the postretirement liabilities in Note 14 to our Consolidated Financial Statements.

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A portion of net periodic benefit cost is recognized as product costs in Earnings from operations in the period incurred and the remainder is included in inventory at the end of the reporting period and recorded in Earnings from operations in subsequent periods.

Costs are allocated to the business segments as described in Note 21.

Net periodic benefit costs included in Earnings from operations were as follows:

(Dollars in millions)	Pension									Other Postretirement Benefits
Years ended December 31,	2013			2012			2011			2013			2012			2011
Allocated to business segments		($1,662	)		($1,620	)		($1,379	)		($413	)		($431	)		($444	)
Other unallocated items and eliminations	(1,374		)	(787		)	(269		)	60			(112		)	(248		)
Total		($3,036	)		($2,407	)		($1,648	)		($353	)		($543	)		($692	)

Other Earnings Items

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Earnings from operations		$6,562			$6,290			$5,823
Other income, net	56			62			47
Interest and debt expense	(386		)	(442		)	(477		)
Earnings before income taxes	6,232			5,910			5,393
Income tax expense	(1,646		)	(2,007		)	(1,382		)
Net earnings from continuing operations		$4,586			$3,903			$4,011

Interest and debt expense decreased by $56 million in 2013 and $35 million in 2012 as a result of lower weighted average debt balances.

Our effective income tax rates were 26.4%, 34.0% and 25.6% for the years ended December 31, 2013, 2012 and 2011, respectively. Our 2013 effective tax rate was lower due to research tax credits for the 2013 and 2012 tax years that were both recorded in 2013 and research and experimental regulations issued by the Internal Revenue Service in 2013 which resulted in $212 million of previously unrecognized tax benefits being recorded in the fourth quarter of 2013. Our 2011 effective tax rate was lower primarily due to tax benefits of $397 million recorded as a result of federal income tax audit settlements in addition to research tax credits which were not available in 2012. Federal income tax audits have been settled for all years prior to 2007.

For additional discussion related to Income Taxes, see Note 4 to our Consolidated Financial Statements.

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Backlog

Our backlog at December 31 was as follows:

(Dollars in millions)	2013		2012		2011
Contractual Backlog:
Commercial Airplanes		$372,980		$317,287		$293,303
Defense, Space & Security:
Boeing Military Aircraft	24,825		29,226		23,629
Network & Space Systems	9,832		10,078		9,429
Global Services & Support	15,024		15,764		13,296
Total Defense, Space & Security	49,681		55,068		46,354
Total contractual backlog		$422,661		$372,355		$339,657
Unobligated backlog		$18,267		$17,873		$15,775

Contractual backlog of unfilled orders excludes purchase options, announced orders for which definitive contracts have not been executed, and unobligated U.S. and non-U.S. government contract funding. The increase in contractual backlog during 2013 and 2012 was primarily due to commercial aircraft orders in excess of deliveries partially offset by cancellation of orders.

Unobligated backlog includes U.S. and non-U.S. government definitive contracts for which funding has not been authorized. Unobligated backlog increased during 2013 compared to 2012 primarily due to CH-47 Chinook and V-22 Osprey multi-year contract awards. The increase was partially offset by reclassifications to contractual backlog related to incremental funding for the USAF KC-46A Tanker and F-15 multi-year contracts. The increase in unobligated backlog during 2012 was due to increases at BDS of $2,720 million compared with 2011 primarily due to F-15 orders and the contract award for the Space Launch System program received in 2012.

Additional Considerations

KC-46A TankerIn 2011, we were awarded a contract from the U.S. Air Force (USAF) to design, develop, manufacture and deliver 4 next generation aerial refueling tankers. The KC-46A Tanker is a derivative of our 767 commercial aircraft. This contract is a fixed-price incentive firm contract valued at $4.9 billion and involves highly complex designs and systems integration. Changes to our estimated cost to perform the work could result in a material charge. This contract contains production options. If all options under the contract are exercised, we expect to deliver 179 aircraft for a total expected contract value of approximately $30 billion. For segment reporting purposes, backlog, revenues and costs are recorded in the Commercial Airplanes and BMA segments.

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Segment Results of Operations and Financial Condition

Commercial Airplanes

Business Environment and Trends

Airline Industry Environment Global economic activity and global trade, which are the primary drivers of air travel and air cargo growth, grew below the long-term average for the second year in a row in 2013. Despite this, passenger traffic grew by 5% annually in 2012 and 2013 and is forecast to continue at or near the long-term trend of 5% in 2014. There continues to be significant variation between regions and airline business models, with airlines operating in emerging economies and low-cost-carriers leading growth. In contrast, air cargo traffic declined in 2012 and grew by an estimated 1 to 2% in 2013 with continued improvement projected in 2014. The relative weakness of the air cargo market has impacted near-term demand for new freighter aircraft and freighter conversions, and we continue to monitor the impact of this trend on our business.

Airline financial performance also plays a role in the demand for new capacity. Airlines continue to focus on increasing revenue through alliances, partnerships, new marketing initiatives, and effective leveraging of ancillary services and related revenues. Airlines are also relentlessly focusing on reducing costs by renewing fleets to leverage more fuel efficient airplanes and by employing efficiency generating service offerings in a high-fuel-price environment. Net profits for the global airline industry are estimated to total $13 billion in 2013 compared to $7 billion in 2012. Nonetheless, these profit levels reflect low profit margins for the industry, and risk remains due to ongoing economic and political uncertainty.

The long-term outlook for the industry remains positive due to the fundamental drivers of air travel growth: economic growth and the increasing propensity to travel due to increased trade, globalization, and improved airline services driven by liberalization of air traffic rights between countries. Our 20-year forecast is for a long-term average growth rate of 5% per year for passenger and cargo traffic, based on a projected average annual worldwide real economic growth rate of 3%. Based on long-term global economic growth projections, and factoring in increased utilization of the worldwide airplane fleet and requirements to replace older airplanes, we project a $4.8 trillion market for 35,000 new airplanes over the next 20 years.

The industry remains vulnerable to near-term exogenous developments including fuel price spikes, credit market shocks, terrorism, natural disasters, conflicts, and increased global environmental regulations.

Industry Competitiveness The commercial jet airplane market and the airline industry remain extremely competitive. Market liberalization in Europe and Asia is enabling low-cost airlines to continue gaining market share. These airlines are increasing the pressure on airfares. This results in continued cost pressures for all airlines and price pressure on our products. Major productivity gains are essential to ensure a favorable market position at acceptable profit margins.

Continued access to global markets remains vital to our ability to fully realize our sales potential and long-term investment returns. Approximately 14% of Commercial Airplanes’ contractual backlog, in dollar terms, is with U.S. airlines, including cargo carriers.

We face aggressive international competitors who are intent on increasing their market share. They offer competitive products and have access to most of the same customers and suppliers. With government support, Airbus has historically invested heavily to create a family of products to compete with ours. Regional jet makers Embraer and Bombardier, coming from the less than 100-seat commercial jet market, continue to develop larger and more capable airplanes. Additionally, other competitors from Russia, China and Japan are developing commercial jet aircraft in the market above 90 seats. Many of these competitors have historically enjoyed access to government-provided financial support, including “launch aid,” which greatly reduces the commercial risks associated with airplane development activities and enables airplanes to be brought to market more quickly than otherwise possible. This market environment

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has resulted in intense pressures on pricing and other competitive factors, and we expect these pressures to continue or intensify in the coming years.

Worldwide, airplane sales are generally conducted in U.S. dollars. Fluctuating exchange rates affect the profit potential of our major competitors, all of whom have significant costs in other currencies. Changes in value of the U.S. dollar relative to their local currencies impact competitors’ revenues and profits. Competitors routinely respond to a relatively weaker U.S. dollar by aggressively reducing costs and increasing productivity, thereby improving their longer-term competitive posture. If the U.S. dollar strengthens, competitors can use the improved efficiency to fund product development, gain market share through pricing and/or improve earnings.

We are focused on improving our processes and continuing cost-reduction efforts. We continue to leverage our extensive customer support services network which includes aviation support, spares, training, maintenance documents and technical advice for airlines throughout the world. This enables us to provide a high level of customer satisfaction and productivity. These efforts enhance our ability to pursue pricing strategies that enable us to price competitively.

Operating Results(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$52,981			$49,127			$36,171
% of total company revenues	61		%	60		%	53		%
Earnings from operations		$5,795			$4,711			$3,495
Operating margins	10.9		%	9.6		%	9.7		%
Research and development		$1,807			$2,049			$2,715
Contractual backlog		$372,980			$317,287			$293,303
Unobligated backlog		$660			$1,466			$2,088

Revenues

Revenues in 2013increased by $3,854 million or 8% compared with 2012due to higher new airplane deliveries. Revenues in 2012 increased by $12,956 million or 36% compared with 2011 primarily due to higher new airplane deliveries across all programs.

Commercial airplanes deliveries as of December 31 were as follows:

	737		747	767	777	787		Total
2013
Cumulative deliveries	4,733		1,482	1,061	1,164	114
Deliveries	440	(1)	24	21	98	65	(2)	648
2012
Cumulative deliveries	4,293		1,458	1,040	1,066	49
Deliveries	415	(1)	31	26	83	46	(2)	601
2011
Cumulative deliveries	3,878		1,427	1,014	983	3
Deliveries	372	(1)	9	20	73	3		477

⁽¹⁾ Includes intercompany deliveries of eight aircraft in 2013, nine in 2012 and seven in 2011.

⁽²⁾ Includes one aircraft in 2013 and three in 2012 accounted for as revenues by BCA and as operating leases in consolidation.

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Earnings From Operations

Earnings from operations in 2013increased by $1,084 million or 23% compared with 2012. Earnings increased by $842 million primarily driven by higher new airplane deliveries and lower research and development cost of $242 million due to lower spending on the 787 program partially offset by higher spending on the 737 MAX and 777X. Operating margins increased from 9.6% in 2012 to 10.9% in 2013 primarily due to higher deliveries and lower research and development cost partially offset by the dilutive impact of 787 deliveries.

Earnings from operations in 2012 increased by $1,216 million or 35% compared with 2011. This was primarily due to higher new airplane deliveries, which drove an increase in earnings of $1,292 million, and lower research and development expense of $666 million primarily due to lower spending on the 747-8 and 787-8 programs. These increases were partially offset by lower earnings of $742 million driven by higher fleet support costs, increased operating costs associated with business growth, other period costs and decreased earnings from commercial aviation services. The decrease in operating margins from 9.7% in 2011 to 9.6% in 2012 was primarily due to the dilutive effect of the 787 and 747-8 deliveries.

Backlog

Firm backlog represents orders for products and services where no contingencies remain before we and the customer are required to perform. Backlog does not include prospective orders where customer controlled contingencies remain, such as the customers receiving approval from their Board of Directors, shareholders or government and completing financing arrangements. All such contingencies must be satisfied or have expired prior to recording a new firm order even if satisfying such conditions is highly certain. Firm orders exclude options. A number of our customers may have contractual remedies that may be implicated by program delays. We continue to address customer claims and requests for other contractual relief as they arise. However, once orders are included in firm backlog, orders remain in backlog until canceled or fulfilled, although the value of orders is adjusted as changes to price and schedule are agreed to with customers.

The increase in contractual backlog during 2013 and 2012 was due to orders in excess of deliveries partially reduced by cancellation of orders and changes in projected revenue escalation. The decrease in unobligated backlog in 2013 was due to the reclassification from unobligated to contractual backlog related to incremental funding of the existing multi-year contract for Commercial Airplanes’ share of the USAF KC-46A Tanker contract.

Accounting Quantity The accounting quantity is our estimate of the quantity of airplanes that will be produced for delivery under existing and anticipated contracts. The determination of the accounting quantity is limited by the ability to make reasonably dependable estimates of the revenue and cost of existing and anticipated contracts. It is a key determinant of the gross margins we recognize on sales of individual airplanes throughout a program’s life. Estimation of each program’s accounting quantity takes into account several factors that are indicative of the demand for that program, including firm orders, letters of intent from prospective customers and market studies. We review our program accounting quantities quarterly.

The accounting quantity for each program may include units that have been delivered, undelivered units under contract, and units anticipated to be under contract in the reasonable future (anticipated orders). In developing total program estimates, all of these items within the accounting quantity must be considered.

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The following table provides details of the accounting quantities and firm orders by program as of December 31. Cumulative firm orders represent the cumulative number of commercial jet aircraft deliveries plus undelivered firm orders.

	Program
	737	747	767	777	787
2013
Program accounting quantities	7,000	1,574	1,113	1,550	1,300
Undelivered units under firm orders	3,680	55	49	380	916
Cumulative firm orders	8,413	1,537	1,110	1,544	1,030
2012
Program accounting quantities	6,600	1,574	1,103	1,450	1,100
Undelivered units under firm orders	3,074	67	68	365	799
Cumulative firm orders	7,367	1,525	1,108	1,431	848
2011
Program accounting quantities	6,200	1,549	1,084	1,350	1,100
Undelivered units under firm orders	2,365	97	72	380	857
Cumulative firm orders	6,243	1,524	1,086	1,363	860

Program Highlights

737 Program The accounting quantity for the 737 program increased by 400 units during 2013 due to the program’s normal progress of obtaining additional orders and delivering airplanes. The accounting quantity includes NG and MAX units. We increased our production rate from 35 to 38 per month in the first quarter of 2013 and a further increase to 42 per month is planned for the second quarter of 2014. On October 31, 2013, we announced plans to increase production of the 737 to 47 airplanes per month beginning in 2017. First delivery of the 737 MAX is expected in 2017.

747 ProgramContinued weakness in the air cargo market and lower-than-expected demand for large commercial passenger aircraft have resulted in pricing pressures and fewer orders than anticipated. We continued to produce at a rate of 2 per month during 2013. In April 2013, we announced that the production rate would be decreased from 2 per month to 1.75 per month starting January 2014 and in October 2013 we announced that we would further reduce the production rate to 1.5 per month from February 2014 through the end of 2015. We continue to have a number of unsold 747 production positions and remain focused on obtaining additional orders, reducing out-of-sequence work, improving supply chain efficiency and implementing cost-reduction efforts. If market and production risks cannot be mitigated, the program could face a reach-forward loss that may be material.

767 Program The accounting quantity for the 767 program increased by 10 units during 2013 due to the program’s normal progress of obtaining additional orders and delivering airplanes. During the third quarter of 2013 we reconfigured the 767 assembly line to include a 767 derivative to support the Tanker program and decreased our production rate from 2 to 1 per month. We expect to increase the commercial rate to 1.5 per month in 2014 and back to 2 per month in 2016.

777 Program The accounting quantity for the 777 program increased by 100 units during 2013 due to the program’s normal progress of obtaining additional orders and delivering airplanes. We increased our production rate from 7 to 8.3 per month in the first quarter of 2013. In November 2013 we launched the 777X and first delivery is expected in 2020.

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787 Program We delivered 65 aircraft in 2013 bringing cumulative deliveries to 114. In January 2013, following battery-related incidents on two 787 aircraft, the Federal Aviation Administration required U.S. aircraft operators to suspend operations of all 787 aircraft. International government regulators also issued directives to the same effect. We continued production but suspended deliveries until appropriate clearances were granted. During the second quarter, we installed a comprehensive set of battery system improvements on 50 previously-delivered 787 airplanes and resumed 787 deliveries to customers.

In May 2013, we achieved a production rate of 7 per month in final assembly. We began the production rate increase to 10 per month in final assembly in November 2013 with first deliveries expected to occur at that rate in early 2014. The first 787-9 derivative began final assembly in May 2013 and completed first flight on September 17, 2013. Production and flight testing of the 787-9 continues to be on schedule and we expect the first customer delivery to occur in mid-2014. In June 2013, we announced the launch of the 787-10 derivative aircraft with first delivery targeted for 2018.

We continue to incorporate engineering and other design changes identified during 787-8 flight testing into already completed aircraft at our Everett modification center. We also remain focused on stabilizing 787 production rates at 10 per month while continuing to improve aircraft reliability and satisfy customer mission and performance requirements. We continue to monitor and address challenges associated with aircraft production and assembly, including management of our manufacturing operations and extended global supply chain, completion and integration of traveled work, as well as the incorporation of the 787-9 derivative into the manufacturing process. In addition, we continue to work with our customers and suppliers to assess the specific impacts of schedule changes, including requests for contractual relief related to delivery delays and supplier assertions.

During 2009, we concluded that the first three flight-test 787 aircraft could not be sold as previously anticipated due to the inordinate amount of rework and unique and extensive modifications made to those aircraft. As a result, costs associated with these airplanes were included in research and development expense. We have finalized orders for two of the three remaining flight test aircraft. We continue to believe that the remaining 787 flight-test aircraft is commercially saleable and we continue to include costs related to that airplane in program inventory. If we determine that the remaining aircraft cannot be sold, we may incur additional charges related to the reclassification of costs associated with this aircraft to research and development expense.

During the third quarter of 2013 we increased the accounting quantity to 1,300 units from 1,100 units to reflect incorporation of revenue and cost estimates associated with the 787-10 and plans to increase production rates to 12 and 14 per month in future years. The accounting quantity of 1,300 units continues to represent approximately 10 years of production at planned production rates. The combination of production challenges, change incorporation, schedule delays and customer and supplier impacts has created significant pressure on program profitability. If risks related to this program, including risks associated with planned production rate increases, or introducing the 787-9 and 787-10 derivatives as scheduled cannot be mitigated, the program could face additional customer claims and/or supplier assertions, as well as further pressures on program profitability and/or a reach-forward loss. We continue to implement mitigation plans and cost-reduction efforts to improve program profitability and address program risks.

Fleet Support We provide the operators of our commercial airplanes with assistance and services to facilitate efficient and safe airplane operation. Collectively known as fleet support services, these activities and services begin prior to airplane delivery and continue throughout the operational life of the airplane. They include flight and maintenance training, field service support costs, engineering services, information services and systems and technical data and documents. The costs for fleet support are expensed as incurred and have been historically less than 1.5% of total consolidated costs of products and services.

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Program Development The following chart summarizes the time horizon between go-ahead and planned initial delivery for major Commercial Airplanes derivatives and programs.

We launched the 787-10 in June 2013 and the 777X in November 2013.

Additional Considerations

The development and ongoing production of commercial aircraft is extremely complex, involving extensive coordination and integration with suppliers and highly-skilled labor from thousands of employees and other partners. Meeting or exceeding our performance and reliability standards, as well as those of customers and regulators, can be costly and technologically challenging. In addition, the introduction of new aircraft and derivatives, such as the 787-9, 787-10, 737 MAX and 777X, involves increased risks associated with meeting development, production and certification schedules. As a result, our ability to deliver aircraft on time, satisfy performance and reliability standards and achieve or maintain, as applicable, program profitability is subject to significant risks. Factors that could result in lower margins (or a material charge if an airplane program has or is determined to have reach-forward losses) include the following: changes to the program accounting quantity, customer and model mix, production costs and rates, changes to price escalation factors in aircraft purchase contracts, performance or reliability issues involving completed aircraft, capital expenditures and other costs associated with increasing or adding new production capacity, learning curve, additional change incorporation, anticipated cost reductions, flight test and certification schedules, costs, schedule and demand for derivative airplanes and status of customer claims, supplier assertions and other contractual negotiations. While we believe the cost and revenue estimates incorporated in the consolidated financial statements are appropriate, the technical complexity of our airplane programs creates financial risk as additional completion costs may become necessary or scheduled delivery dates could be extended, which could trigger termination provisions, order cancellations or other financially significant exposure.

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Defense, Space & Security

Business Environment and Trends

United States Government Defense Environment Overview U.S. government appropriation levels remain subject to significant uncertainty. In August 2011, the Budget Control Act (The Act) established limits on U.S. government discretionary spending, including a reduction of defense spending by approximately $490 billion between the 2012 and 2021 U.S. government fiscal years. The Act also provided that the defense budget would face “sequestration” cuts of up to an additional $500 billion during that same period to the extent that discretionary spending limits are exceeded. The impact of sequestration cuts was reduced with respect to FY2014 and FY2015 following the enactment of The Bipartisan Budget Act in December 2013. However, significant uncertainty remains with respect to overall levels of defense spending and it is likely that U.S. government discretionary spending levels will continue to be subject to significant pressure, including risk of future sequestration cuts.

In addition, there continues to be significant uncertainty with respect to program-level appropriations for the U.S. Department of Defense (U.S. DoD) and other government agencies (including the National Aeronautics and Space Administration) within the overall budgetary framework described above. While the FY2014 appropriations finalized in January 2014 included funding for Boeing’s major programs, uncertainty remains about how defense budgets in FY2015 and beyond will affect Boeing’s programs. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company’s operations, financial position and/or cash flows.

In addition to the risks described above, if Congress is unable to pass appropriations bills in a timely manner, a government shutdown could result which could have impacts above and beyond those resulting from budget cuts or sequestration impacts. For example, requirements to furlough employees in the U.S. DoD or other government agencies could result in payment delays, impair our ability to perform work on existing contracts, and/or negatively impact future orders.

International Environment Overview The international market continues to be driven by complex and evolving security challenges and the need to modernize aging equipment and inventories, while faced with constrained budgets. In Europe, the continuing financial challenges are forcing governments to institute austerity measures negatively impacting defense spending in the near term.

The strongest opportunities for BDS in 2014 will be the Middle East and Asia Pacific regions where the relative financial strength of these economies, coupled with a broad spectrum of evolving threats, will result in procurement of defense and security systems.

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BDS Realignment

Effective January 1, 2013, 2012 and 2011, certain programs were realigned among BDS segments. Business segment data for all periods presented have been adjusted to reflect the realignment.

Operating Results

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$33,197			$32,607			$31,976
% of total company revenues	38		%	40		%	47		%
Earnings from operations		$3,235			$3,068			$3,158
Operating margins	9.7		%	9.4		%	9.9		%
Contractual backlog		$49,681			$55,068			$46,354
Unobligated backlog		$17,607			$16,407			$13,687

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

Revenues

BDS revenues in 2013increased by $590 million compared with 2012 due to higher revenues of $601 million and $72 million in the N&SS and GS&S segments, partially offset by lower revenues of $83 million in the BMA segment.

BDS revenues in 2012 increased by $631 million compared with 2011, due to higher revenues of $1,434 million and $250 million in the BMA and GS&S segments, partially offset by lower revenues of $1,053 million in the N&SS segment.

Earnings From Operations

BDS earnings from operations in 2013increased by $167 million compared with 2012 due to higher earnings of $157 million and $34 million in the N&SS and GS&S segments, partially offset by lower earnings of $24 million in the BMA segment.Included above are net favorable cumulative contract catch-up adjustments, which were $137 millionlower in 2013 compared with 2012, primarily reflecting lower favorable adjustments in the BMA segment.

BDS earnings from operations in 2012 decreased by $90 million compared with 2011 due to lower earnings of $197 million in the N&SS segment, partially offset by higher earnings of $58 million and $49 million in the BMA and GS&S segments. Included above are net favorable cumulative contract catch-up adjustments, which were $150 million higher in 2012 compared with 2011, primarily reflecting higher favorable adjustments in the BMA segment.

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Backlog

Total backlog is comprised of contractual backlog, which represents work we are on contract to perform for which we have received funding, and unobligated backlog, which represents work we are on contract to perform for which funding has not yet been authorized and appropriated. BDS total backlog was $67,288 million at December 31, 2013, reflecting a decrease of 6% from December 31, 2012. BDS total backlog increased by 19% in 2012, from $60,041 million to $71,475 million. For further details on the changes between periods, refer to the discussions of the individual segments below.

Additional Considerations

Our BDS business includes a variety of development programs which have complex design and technical challenges. Many of these programs have cost-type contracting arrangements. In these cases, the associated financial risks are primarily in reduced fees, lower profit rates or program cancellation if cost, schedule or technical performance issues arise. Examples of these programs include Ground-based Midcourse Defense (GMD), Proprietary and Space Launch Systems programs.

Some of our development programs are contracted on a fixed-price basis. Many of these programs have highly complex designs. As technical or quality issues arise during development, we may experience schedule delays and cost impacts, which could increase our estimated cost to perform the work or reduce our estimated price, either of which could result in a material charge or otherwise adversely affect our financial condition. These programs are ongoing, and while we believe the cost and fee estimates incorporated in the financial statements are appropriate, the technical complexity of these programs creates financial risk as additional completion costs may become necessary or scheduled delivery dates could be extended, which could trigger termination provisions, the loss of satellite in-orbit incentive payments, or other financially significant exposure. These programs have risk for reach-forward losses if our estimated costs exceed our estimated contract revenues. Examples of significant fixed-price development programs include Airborne Early Warning and Control (AEW&C), India P-8I, Saudi Arabia F-15, USAF KC-46A Tanker, and commercial and military satellites.

Boeing Military Aircraft

Operating Results

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$15,936			$16,019			$14,585
% of total company revenues	18		%	20		%	21		%
Earnings from operations		$1,465			$1,489			$1,431
Operating margins	9.2		%	9.3		%	9.8		%
Contractual backlog		$24,825			$29,226			$23,629
Unobligated backlog		$10,599			$9,270			$7,146

Revenues

BMA revenues in 2013decreased by $83 million compared with 2012 primarily due to a reduction of $1,299 million related to fewer deliveries of AEW&C aircraft, and customer and delivery mix for the F-18 and C-17 programs. This reduction was partially offset by an increase of $1,168 million related to higher 2013 deliveries of P-8 aircraft and Apache rotorcraft, as well as non-recurring effort on several Chinook programs.

BMA revenues in 2012 increased by $1,434 million or 10% compared with 2011 primarily due to higher deliveries on the P-8A and Apache programs of $1,050 million and higher milestone revenue of $426

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million on the KC-46A Tanker program. In addition, F-15 program revenues were $450 million higher reflecting initial revenues on the contract for the Kingdom of Saudi Arabia partially offset by lower F-15 deliveries. These increases were partially offset by decreases of $723 million related to fewer deliveries of C-17 aircraft in 2012 and the conclusion of the KC-767 International Tanker program in 2011.

Deliveries of units for new-build production aircraft, excluding remanufactures and modifications, were as follows:

Years ended December 31,	2013	2012	2011
F/A-18 Models	48	48	49
F-15E Eagle	14	8	15
C-17 Globemaster III	10	10	13
CH-47 Chinook	44	51	32
AH-64 Apache	37	19
AEW&C		3	3
P-8 Models	11	5
KC-767 International Tanker			3
Total new-build production aircraft	164	144	115

Earnings From Operations

BMA earnings from operations in 2013decreased by $24 million compared with 2012 primarily due to lower earnings on the AEW&C and higher 2012 earnings related to the initial revenues on the Saudi F-15 program. The lower earnings were partially offset by higher earnings on the P-8 and Apache program due to increased deliveries and higher revenues. Net favorable cumulative contract catch-up adjustments were $146 millionlower in 2013 than in 2012, primarily driven by less favorable adjustments to the F-15 program and unfavorable adjustments to the AEW&C program. In the third quarter of 2013, we decided to end production of C-17 aircraft in 2015. See Note 11. Also in the third quarter of 2013, we recorded a charge of $64 million to write off inventory and accrue termination liabilities as a result of The Republic of Korea's announcement that it will restart its F-X fighter aircraft competition.

BMA earnings from operations in 2012 increased by $58 million compared with 2011 primarily due to higher aircraft deliveries on the P-8A and Apache programs and reach-forward loss provisions in 2011 on the KC-767 International Tanker program. These increases were partially offset by fewer aircraft deliveries on the C-17 program and higher research and development costs. The increase in earnings includes net favorable cumulative catch-up contract adjustments which were $139 million higher in 2012 compared with 2011 primarily reflecting favorable adjustments on the F-15 and Chinook programs.

Backlog

BMA total backlog was $35,424 million at December 31, 2013, reflecting a decrease of 8% from December 31, 2012 primarily due to revenues recognized on F-15, F-18 and C-17 program contracts awarded in prior years, partially offset by CH-47 Chinook and V-22 Osprey multi-year contract awards. BMA total backlog in 2012 increased by 25% from 2011, primarily due to F-15 and C-17 orders.

Additional Considerations

C-17 See the discussion of the C-17 program in Note 11 to our Consolidated Financial Statements.

KC-46A Tanker See the discussion of the KC-46A Tanker program on page 23.

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Network & Space Systems

Operating Results

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$8,512			$7,911			$8,964
% of total company revenues	10		%	10		%	13		%
Earnings from operations		$719			$562			$759
Operating margins	8.4		%	7.1		%	8.5		%
Contractual backlog		$9,832			$10,078			$9,429
Unobligated backlog		$6,076			$6,937			$6,437

Revenues

N&SS revenues in 2013increased by $601 million compared with 2012 primarily due to higher revenue of $364 million on the Space Launch System program awarded in the fourth quarter of 2012 and higher revenues of $329 million in our commercial satellite programs. This increase was partially offset by lower revenues of $196 million on our electronic and information solutions programs.

N&SS revenues in 2012 decreased by $1,053 million or 12% compared with 2011 primarily due to $835 million of lower revenues on the Brigade Combat Team Modernization (BCTM) program, which was terminated for convenience during 2011. In addition, customer funding constraints on the GMD program and conclusion of the Space Shuttle program in 2011 reduced revenues by a total of $251 million. These decreases were partially offset by higher Space & Intelligence Systems revenues of $178 million due to larger volume of deliveries in 2012.

Delta launch and new-build satellite deliveries were as follows:

Years ended December 31,	2013	2012	2011
Commercial and civil satellites	3	3	1
Military satellites	4	7	3

Earnings From Operations

N&SS earnings from operations in 2013increased by $157 million or 28% compared with 2012 primarily due to higher revenues and mix in our civil and commercial satellite programs and the Space Launch Systems program. These increases were partially offset by lower earnings from our United Space Alliance (USA) joint venture reflecting a gain of $39 million recorded in the third quarter of 2012 related to the termination and settlement of USA's defined benefit pension plans. The impact of net favorable cumulative contract catch-up adjustments was not significant in 2013.

N&SS earnings from operations in 2012 decreased by $197 million or 26% compared with 2011 primarily due to lower revenues on the BCTM program and a $42 million charge related to a contract restructure of an electronic and mission system program. Net favorable cumulative contract catch-up adjustments were $56 million lower in 2012 than in 2011 primarily reflecting the $42 million charge described above.

N&SS earnings from operations include equity earnings of $171 million, $180 million and $194 million from the USA joint venture and the United Launch Alliance (ULA) joint venture in 2013, 2012 and 2011, respectively.

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Backlog

N&SS total backlog was $15,908 million at December 31, 2013, reflecting a decrease of 7% from December 31, 2012 primarily due to revenues recognized on contracts awarded in prior years, partially offset by government and commercial satellite contract awards. N&SS total backlog increased by 7% in 2012 compared with 2011 primarily due to the contract award for the Space Launch System program, partially offset by current year deliveries and sales on contracts awarded in prior years.

Additional Considerations

United Launch Alliance See the discussion of Indemnifications to ULA and Financing Commitments in Notes 6, 11, and 12 to our Consolidated Financial Statements.

Sea Launch See the discussion of the Sea Launch receivables in Note 10 to our Consolidated Financial Statements.

LightSquared See the discussion of the LightSquared, LLC receivables in Note 5 to our Consolidated Financial Statements.

Global Services & Support

Operating Results

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$8,749			$8,677			$8,427
% of total company revenues	10		%	11		%	12		%
Earnings from operations		$1,051			$1,017			$968
Operating margins	12.0		%	11.7		%	11.5		%
Contractual backlog		$15,024			$15,764			$13,296
Unobligated backlog		$932			$200			$104

Revenues

GS&S revenues in 2013increased by $72 million compared with 2012 primarily due to higher revenues on several Maintenance, Modification and Upgrade (MM&U) and Training Systems & Government Services (TSGS) programs, partially offset by decreases in several Integrated Logistics (IL) programs. GS&S revenues in 2012 increased by $250 million compared with 2011 primarily due to higher volume in several IL programs, including contracts to support Chinook and C-17 aircraft, and higher TSGS revenues primarily related to the P-8A program.

Earnings From Operations

GS&S earnings from operations in 2013increased by $34 million compared with 2012 primarily due to higher revenues and improved performance on several TSGS programs. Net favorable cumulative contract catch-up adjustments in 2013 were largely unchanged from 2012. GS&S earnings from operations in 2012 increased by $49 million compared to 2011 primarily due to improved performance on several MM&U programs and higher revenues on several IL programs. Net favorable cumulative contract catch-up adjustments were $67 million higher in 2012 than in 2011.

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Backlog

GS&S total backlog was $15,956 million at December 31, 2013, which was largely unchanged from December 31, 2012. GS&S total backlog increased by 19% in 2012 compared with 2011 primarily due to the award of F-15 support contracts.

Boeing Capital

On January 23, 2013, BCC terminated its debt registration statement and on February 22, 2013 BCC suspended its separate U.S. Securities and Exchange Commission reporting obligations. This change does not affect operations or customer interactions. On January 23, 2013, Boeing issued full and unconditional guarantees of all of the outstanding publicly-issued debt securities of BCC. Funding requirements will be provided to BCC through intercompany loans from Boeing and we will continue to target a BCC debt-to-equity ratio of 5.0-to-1. As described in Note 13, on May 3, 2013, Boeing issued $500 million of notes and entered into a concurrent intercompany loan with BCC on the same terms. Interest expense associated with these notes is included in Boeing Capital interest expense. Effective January 1, 2013, BCC's accounting for certain leasing transactions was aligned with Boeing. Segment information previously reported has been adjusted to reflect this change.

Business Environment and Trends

BCC’s gross customer financing and investment portfolio at December 31, 2013 totaled $3,921 million. A substantial portion of BCC’s portfolio is concentrated among certain U.S. commercial airline customers. BCC’s portfolio is also concentrated by varying degrees across Boeing aircraft product types, most notably out-of-production Boeing aircraft such as 717 aircraft.

BCC provided customer financing of $220 million and $364 million during 2013 and 2012. While we may be required to fund a number of new aircraft deliveries in 2014, we expect alternative financing will be available at reasonable prices from broad and globally diverse sources.

Aircraft values and lease rates are impacted by the number and type of aircraft that are currently out of service. Approximately 2,100 western-built commercial jet aircraft (9.2% of current world fleet) were parked at the end of 2013, including both in-production and out-of-production aircraft types. Of these parked aircraft, approximately 20% are not expected to return to service. At the end of 2012 and 2011, 10% and 9.4% of the western-built commercial jet aircraft were parked. Aircraft valuations could decline if significant numbers of additional aircraft, particularly types with relatively few operators, are placed out of service.

Operating Results    

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$408			$468			$547
Earnings from operations		$107			$88			$119
Operating margins	26		%	19		%	22		%

Revenues

BCC segment revenues consist principally of lease income from equipment under operating lease, interest income from financing receivables and notes, and other income. BCC’s revenues in 2013decreased by $60 million compared with 2012 primarily due to lower other income and operating lease income. Other income decreased due to lower aircraft return condition payments. BCC’s revenues in 2012 decreased

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$79 million compared with 2011 primarily due to lower operating and finance lease income. Operating lease income decreased as a result of the return of aircraft and lower lease rates on re-leased aircraft. In addition, lower finance lease income reflects the revised contractual terms of BCC’s leases with AirTran Airways Inc. (Airtran), a wholly owned subsidiary of Southwest Airlines Co. (Southwest), negotiated in conjunction with receiving a full guarantee from Southwest of those lease payment obligations in the fourth quarter of 2011.

Earnings From Operations

BCC’s earnings from operations are presented net of interest expense, recovery of losses, asset impairment expense, depreciation on leased equipment and other operating expenses. Earnings from operations in 2013increased by $19 million compared with 2012 primarily due to lower depreciation expense and interest expense offset by lower revenues. Earnings from operations in 2012 decreased by $31 million compared with 2011 primarily due to lower revenues partially offset by lower interest and asset impairment expense.

Financial Position

The following table presents selected financial data for BCC as of December 31:

(Dollars in millions)	2013		2012
Customer financing and investment portfolio, net		$3,883		$4,290
Other assets, primarily cash and short-term investments	505		402
Total assets		$4,388		$4,692
Other liabilities, primarily deferred income taxes		$1,296		$1,429
Debt, including intercompany loans	2,577		2,742
Equity	515		521
Total liabilities and equity		$4,388		$4,692
Debt-to-equity ratio	5.0-to-1		5.3-to-1

The customer financing portfolio and debt balances presented above as of December 31, 2012 have been revised from balances previously reported in the BCC 2012 10-K filing to reflect the alignment of BCC's accounting to the consolidated Boeing accounting for certain leasing transactions within the portfolio.

BCC’s customer financing and investment portfolio at December 31, 2013decreased from December 31, 2012 primarily due to normal portfolio run-off and asset sales, partially offset by the origination of notes receivable. At December 31, 2013 and 2012, BCC had $83 million and $354 million of assets that were held for sale or re-lease, of which $57 million and $266 million had either executed term sheets with deposits or firm contracts to be sold or placed on lease. Additionally, aircraft subject to leases with a carrying value of approximately $36 million are scheduled to be returned off lease during 2014. These aircraft are being remarketed or the leases are being extended and $11 million of these aircraft were committed at December 31, 2013.

BCC enters into certain transactions with Boeing, reflected in the Other segment, in the form of intercompany guarantees and other subsidies that mitigate the effects of certain credit quality or asset impairment issues on the BCC segment.

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Bankruptcies

In 2011, American Airlines, Inc. (American Airlines) filed for Chapter 11 bankruptcy protection. On December 9, 2013, American Airlines emerged from bankruptcy. Upon emergence from bankruptcy, the parent of American Airlines merged with US Airways Group, Inc., the parent of US Airways, to form American Airlines Group Inc., and American Airlines assumed all of the BCC financing agreements and underlying leases. At December 31, 2013, American Airlines accounted for $445 million of our customer financing portfolio, of which $371 million represents collateral for $233 million of non-recourse debt.

Restructurings and Restructuring Requests

From time to time, certain customers have requested a restructuring of their transactions with BCC. During 2013, BCC did not reach agreement on any restructuring requests that would have a material effect on our earnings, cash flows and/or financial position.

Other Segment

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Revenues		$102			$106			$123
Earnings/(Loss) from operations	(156		)	(186		)	39

Other segment losses in 2013decreased by $30 million compared with 2012 primarily related to the insurance recoveries in the third quarter of 2013. Other segment losses in 2012 increased by $225 million compared with 2011 primarily due to a $241 million reduction in the allowance for losses on AirTran receivables in 2011. Lower environmental expense of $82 million in 2012 compared with 2011 was largely offset by higher costs related to BCC guarantees and increases in other costs.

Liquidity and Capital Resources

Cash Flow Summary

(Dollars in millions)

Years ended December 31,	2013			2012			2011
Net earnings		$4,585			$3,900			$4,018
Non-cash items	2,516			2,728			2,140
Changes in working capital	1,078			880			(2,135		)
Net cash provided by operating activities	8,179			7,508			4,023
Net cash (used)/provided by investing activities	(5,154		)	(3,757		)	2,369
Net cash used by financing activities	(4,249		)	(3,477		)	(1,700		)
Effect of exchange rate changes on cash and cash equivalents	(29		)	18			(2		)
Net (decrease)/increase in cash and cash equivalents	(1,253		)	292			4,690
Cash and cash equivalents at beginning of year	10,341			10,049			5,359
Cash and cash equivalents at end of period		$9,088			$10,341			$10,049

Operating Activities Net cash provided by operating activities was $8.2 billion during 2013, compared with $7.5 billion during 2012 and $4.0 billion in 2011. The increases of $0.7 billion in 2013 and $3.5 billion in 2012 were primarily due to increased customer receipts reflecting higher delivery and order volumes in

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2013 and 2012. Our investment in gross inventories increased by $5.7 billion in 2013, $6.2 billion in 2012 and $9.8 billion in 2011, driven by continued investment in commercial airplane program inventory, primarily 787 inventory. Advances and progress billings increased by $3.9 billion in 2013, $1.9 billion in 2012 and $5 billion in 2011, primarily due to payments from commercial airplane customers. Discretionary contributions to our pension plans totaled $1.5 billion in 2013 compared with $1.6 billion in 2012 and $0.5 billion in 2011.

Investing Activities Cash used by investing activities totaled $5.2 billion during 2013 compared with $3.8 billion used during 2012 and $2.4 billion provided during 2011, largely due to higher net contributions to investments in time deposits. Net contributions to investments were $2.9 billion in 2013 compared with $2 billion in 2012 and net proceeds from investments of $4 billion in 2011. In 2013, capital expenditures totaled $2.1 billion, up from $1.7 billion in the prior two years. We expect capital expenditures to remain higher in 2014 due to continued investment to support growth.

Financing Activities Cash used by financing activities was $4.2 billion during 2013, an increase of $0.8 billion compared with 2012 primarily due to share repurchases of $2.8 billion in 2013 partially offset by higher new borrowings of $0.5 billion, lower debt repayments of $0.6 billion and an increase in stock options exercised of $1 billion in the current year. Cash used by financing activities was $3.5 billion during 2012, an increase of $1.8 billion compared with 2011 as a result of higher debt repayments of $1.1 billion and lower new borrowings of $0.7 billion.

In 2013, we issued notes totaling $0.5 billion to fund the BCC segment and repaid $1.4 billion of debt, including repayments of $0.6 billion of debt held at BCC. At December 31, 2013 and 2012, the recorded balance of debt was $9.6 billion and $10.4 billion, of which $1.6 billion and $1.4 billion were classified as short-term. This includes $2.6 billion and $2.7 billion of debt attributable to BCC, of which $0.7 billion was classified as short-term in both periods.

During 2013, we repurchased 25.4 million shares totaling $2.8 billion through our open market share repurchase program. There were no shares repurchased through the share repurchase program in 2012 and 2011. In 2013 and 2012, we had 0.8 million and 1 million shares transferred to us from employees for tax withholdings.

Capital Resources We have substantial borrowing capacity. Any future borrowings may affect our credit ratings and are subject to various debt covenants as described below. We have a commercial paper program that continues to serve as a significant potential source of short-term liquidity. Throughout 2013 and at December 31, 2013, we had no commercial paper borrowings outstanding. Currently, we have $4.8 billion of unused borrowing capacity on revolving credit line agreements. We anticipate that these credit lines will primarily serve as backup liquidity to support our general corporate borrowing needs.

Financing commitments totaled $18 billion and $18.1 billion at December 31, 2013 and 2012. We anticipate that we will not be required to fund a significant portion of our financing commitments as we continue to work with third party financiers to provide alternative financing to customers. Historically, we have not been required to fund significant amounts of outstanding commitments. However, there can be no assurances that we will not be required to fund greater amounts than historically required.

In the event we require additional funding to support strategic business opportunities, our commercial aircraft financing commitments, unfavorable resolution of litigation or other loss contingencies, or other business requirements, we expect to meet increased funding requirements by issuing commercial paper or term debt. We believe our ability to access external capital resources should be sufficient to satisfy existing short-term and long-term commitments and plans, and also to provide adequate financial flexibility to take advantage of potential strategic business opportunities should they arise within the next year. However, there can be no assurance of the cost or availability of future borrowings, if any, under our commercial paper program, in the debt markets or our credit facilities.

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At December 31, 2013 and 2012, our pension plans were $10.5 billion and $19.7 billion underfunded as measured under GAAP. On an Employee Retirement Income Security Act (ERISA) basis our plans are more than 100% funded at December 31, 2013 with minimal required contributions in 2014. We expect to make discretionary contributions to our plans of approximately $750 million in 2014. We may be required to make higher contributions to our pension plans in future years.

At December 31, 2013, we were in compliance with the covenants for our debt and credit facilities. The most restrictive covenants include a limitation on mortgage debt and sale and leaseback transactions as a percentage of consolidated net tangible assets (as defined in the credit agreements), and a limitation on consolidated debt as a percentage of total capital (as defined). When considering debt covenants, we continue to have substantial borrowing capacity.

Contractual Obligations

The following table summarizes our known obligations to make future payments pursuant to certain contracts as of December 31, 2013, and the estimated timing thereof.

(Dollars in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Long-term debt (including current portion)		$9,517		$1,490		$1,893		$682		$5,452
Interest on debt(1)	6,484		502		893		813		4,276
Pension and other postretirement cash requirements	15,329		577		3,005		6,803		4,944
Capital lease obligations	156		72		70		14
Operating lease obligations	1,414		228		319		217		650
Purchase obligations not recorded on the Consolidated Statements of Financial Position	123,904		46,938		41,985		19,344		15,637
Purchase obligations recorded on the Consolidated Statements of Financial Position	15,849		15,191		658
Total contractual obligations		$172,653		$64,998		$48,823		$27,873		$30,959

⁽¹⁾  Includes interest on variable rate debt calculated based on interest rates at December 31, 2013. Variable rate debt was less than 2% of our total debt at December 31, 2013.

Pension and Other Postretirement Benefits Pension cash requirements are based on an estimate of our minimum funding requirements, pursuant to ERISA regulations, although we may make additional discretionary contributions. Estimates of other postretirement benefits are based on both our estimated future benefit payments and the estimated contributions to plans that are funded through trusts.

Purchase Obligations Purchase obligations represent contractual agreements to purchase goods or services that are legally binding; specify a fixed, minimum or range of quantities; specify a fixed, minimum, variable, or indexed price provision; and specify approximate timing of the transaction. Purchase obligations include amounts recorded as well as amounts that are not recorded on the Consolidated Statements of Financial Position. Approximately 4% of the purchase obligations disclosed above are reimbursable to us pursuant to cost-type government contracts.

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Purchase Obligations Not Recorded on the Consolidated Statements of Financial Position Production related purchase obligations not recorded on the Consolidated Statements of Financial Position include agreements for inventory procurement, tooling costs, electricity and natural gas contracts, property, plant and equipment, and other miscellaneous production related obligations. The most significant obligation relates to inventory procurement contracts. We have entered into certain significant inventory procurement contracts that specify determinable prices and quantities, and long-term delivery timeframes. In addition, we purchase raw materials on behalf of our suppliers. These agreements require suppliers and vendors to be prepared to build and deliver items in sufficient time to meet our production schedules. The need for such arrangements with suppliers and vendors arises from the extended production planning horizon for many of our products. A significant portion of these inventory commitments is supported by firm contracts and/or has historically resulted in settlement through reimbursement from customers for penalty payments to the supplier should the customer not take delivery. These amounts are also included in our forecasts of costs for program and contract accounting. Some inventory procurement contracts may include escalation adjustments. In these limited cases, we have included our best estimate of the effect of the escalation adjustment in the amounts disclosed in the table above.

Purchase Obligations Recorded on the Consolidated Statements of Financial Position Purchase obligations recorded on the Consolidated Statements of Financial Position primarily include accounts payable and certain other current and long-term liabilities including accrued compensation.

Industrial Participation Agreements We have entered into various industrial participation agreements with certain customers outside of the U.S. to facilitate economic flow back and/or technology transfer to their businesses or government agencies as the result of their procurement of goods and/or services from us. These commitments may be satisfied by our placement of direct work or vendor orders for supplies, opportunities to bid on supply contracts, transfer of technology or other forms of assistance. However, in certain cases, our commitments may be satisfied through other parties (such as our vendors) who purchase supplies from our non-U.S. customers. We do not commit to industrial participation agreements unless a contract for sale of our products or services is signed. In certain cases, penalties could be imposed if we do not meet our industrial participation commitments. During 2013, we incurred no such penalties. As of December 31, 2013, we have outstanding industrial participation agreements totaling $18.4 billion that extend through 2030. Purchase order commitments associated with industrial participation agreements are included in purchase obligations in the table above. To be eligible for such a purchase order commitment from us, a foreign supplier must have sufficient capability to meet our requirements and must be competitive in cost, quality and schedule.

Income Tax Obligations As of December 31, 2013, our net asset for income taxes receivable, including uncertain tax positions, was $24 million. We are not able to reasonably estimate the timing of future cash flows related to uncertain tax positions. Our income tax matters are excluded from the table above. See Note 4 to our Consolidated Financial Statements.

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Commercial Commitments

The following table summarizes our commercial commitments outstanding as of December 31, 2013.

(Dollars in millions)	Total Amounts Committed/Maximum Amount of Loss		Less than 1 year		1-3 years		4-5 years		After 5 years
Standby letters of credit and surety bonds		$4,376		$2,525		$1,720		$83		$48
Commercial aircraft financing commitments	17,987		2,309		6,171		4,956		4,551
Total commercial commitments		$22,363		$4,834		$7,891		$5,039		$4,599

Commercial aircraft financing commitments include commitments to provide financing related to aircraft on order, under option for deliveries or proposed as part of sales campaigns based on estimated earliest potential funding dates. Based on historical experience, we anticipate that we will not be required to fund a significant portion of our financing commitments. However, there can be no assurances that we will not be required to fund greater amounts than historically required. See Note 11 to our Consolidated Financial Statements.

Contingent Obligations

We have significant contingent obligations that arise in the ordinary course of business, which include the following:

Legal Various legal proceedings, claims and investigations are pending against us. Legal contingencies are discussed in Note 20 to our Consolidated Financial Statements, including certain employment, labor and benefits litigation. Note 20 also addresses the settlement of the A-12 aircraft litigation.

Environmental Remediation We are involved with various environmental remediation activities and have recorded a liability of $649 million at December 31, 2013. For additional information, see Note 11 to our Consolidated Financial Statements.

Income Taxes We have recorded a liability of $1,141 million at December 31, 2013 for uncertain tax positions. For further discussion of income taxes, see Note 4 to our Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We are a party to certain off-balance sheet arrangements including certain guarantees. For discussion of these arrangements, see Note 12 to our Consolidated Financial Statements.

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Non-GAAP Measures

Core Operating Earnings, Core Operating Margin and Core Earnings Per Share

Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) which we supplement with certain non-GAAP financial information. These non-GAAP measures should not be considered in isolation or as a substitute for the related GAAP measures, and other companies may define such measures differently. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Core operating earnings, core operating margin and core earnings per share exclude the impact of unallocated pension and other postretirement benefit expenses which represent costs not attributable to business segments - see Note 21 to our Consolidated Financial Statements. Management uses core operating earnings, core operating margin and core earnings per share for purposes of evaluating and forecasting underlying business performance. Management believes these core earnings measures provide investors additional insights into operational performance as unallocated pension and other postretirement benefit cost primarily represent costs driven by market factors and costs not allocable to U.S. government contracts.

Reconciliation of GAAP Measures to Non-GAAP Measures

The table below reconciles the non-GAAP financial measures of core operating earnings, core operating margin and core earnings per share with the most directly comparable GAAP financial measures of earnings from operations, operating margins and diluted earnings per share.

(Dollars in millions, except per share data)
	2013			2012			2011
Revenues		$86,623			$81,698			$68,735
Earnings from operations, as reported		$6,562			$6,290			$5,823
Operating margins	7.6		%	7.7		%	8.5		%
Unallocated pension and other postretirement benefit expense		$1,314			$899			$517
Core operating earnings (non-GAAP)		$7,876			$7,189			$6,340
Core operating margins (non-GAAP)	9.1		%	8.8		%	9.2		%
Diluted earnings per share, as reported		$5.96			$5.11			$5.34
Unallocated pension and other postretirement benefit expense(1)		$1.11			$0.77			$0.45
Core earnings per share (non-GAAP)		$7.07			$5.88			$5.79
Weighted average diluted shares (in millions)	769.5			763.8			753.1

⁽¹⁾ Earnings per share impact is presented net of the federal statutory rate of 35.0%.

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Critical Accounting Policies

Contract Accounting

We use contract accounting to determine revenue, cost of sales, and profit for almost all of our BDS business. Contract accounting involves a judgmental process of estimating the total sales and costs for each contract, which results in the development of estimated cost of sales percentages. For each contract, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage to the amount of revenue recognized.

Due to the size, duration and nature of many of our contracts, the estimation of total sales and costs through completion is complicated and subject to many variables. Total contract sales estimates are based on negotiated contract prices and quantities, modified by our assumptions regarding contract options, change orders, incentive and award provisions associated with technical performance, and price adjustment clauses (such as inflation or index-based clauses). The majority of these contracts are with the U.S. government where the price is generally based on estimated cost to produce the product or service plus profit. Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing contract price. Total contract cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends, business base and other economic projections. Factors that influence these estimates include inflationary trends, technical and schedule risk, internal and subcontractor performance trends, business volume assumptions, asset utilization, and anticipated labor agreements.

Revenue and cost estimates for all significant contracts are reviewed and reassessed quarterly. Changes in these estimates could result in recognition of cumulative catch-up adjustments to the contract’s inception to date revenues, cost of sales and profit, in the period in which such changes are made. Changes in revenue and cost estimates could also result in a reach-forward loss or an adjustment to a reach-forward loss, which would be recorded immediately in earnings. For the years ending December 31, 2013, 2012 and 2011 net cumulative catch-up adjustments, including reach-forward losses, across all BDS contracts increased operating earnings by $242 million, $379 million and $229 million, respectively.

Due to the significance of judgment in the estimation process described above, it is likely that materially different cost of sales amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions/estimates, supplier performance, or circumstances may adversely or positively affect financial performance in future periods. If the combined gross margin for all contracts in BDS for all of 2013 had been estimated to be higher or lower by 1%, it would have increased or decreased pre-tax income for the year by approximately $332 million. In addition, a number of our fixed price development contracts are in a reach-forward loss position. Changes to estimated losses are recorded immediately in earnings.

Program Accounting

Program accounting requires the demonstrated ability to reliably estimate the relationship of sales to costs for the defined program accounting quantity. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. The determination of the accounting quantity is limited by the ability to make reasonably dependable estimates of the revenue and cost of existing and anticipated contracts. For each program, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the total remaining program to the amount of sales recognized for airplanes delivered and accepted by the customer.

Factors that must be estimated include program accounting quantity, sales price, labor and employee benefit costs, material costs, procured part costs, major component costs, overhead costs, program tooling

44

and other non-recurring costs, and warranty costs. Estimation of the accounting quantity for each program takes into account several factors that are indicative of the demand for the particular program, such as firm orders, letters of intent from prospective customers, and market studies. Total estimated program sales are determined by estimating the model mix and sales price for all unsold units within the accounting quantity, added together with the sales prices for all undelivered units under contract. The sales prices for all undelivered units within the accounting quantity include an escalation adjustment for inflation that is updated quarterly. Cost estimates are based largely on negotiated and anticipated contracts with suppliers, historical performance trends, and business base and other economic projections. Factors that influence these estimates include production rates, internal and subcontractor performance trends, customer and/or supplier claims or assertions, asset utilization, anticipated labor agreements, and inflationary trends.

To ensure reliability in our estimates, we employ a rigorous estimating process that is reviewed and updated on a quarterly basis. Changes in estimates are normally recognized on a prospective basis; when estimated costs to complete a program exceed estimated revenues from undelivered units in the accounting quantity, a loss provision is recorded in the current period for the estimated loss on all undelivered units in the accounting quantity.

The program method of accounting allocates tooling and other non-recurring and production costs over the accounting quantity for each program. Because of the higher unit production costs experienced at the beginning of a new program and substantial investment required for initial tooling and other non-recurring costs, new commercial aircraft programs, such as the 787 program, typically have lower margins than established programs.

Due to the significance of judgment in the estimation process described above, it is likely that materially different cost of sales amounts could be recorded if we used different assumptions, or if the underlying circumstances were to change. Changes in underlying assumptions/estimates, supplier performance, or other circumstances may adversely or positively affect financial performance in future periods. If combined cost of sales percentages for commercial airplane programs for all of 2013 had been estimated to be lower by 1%, it would have increased pre-tax income for the year by approximately $460 million. If the combined cost of sales percentages for commercial airplane programs for all of 2013 (excluding the 747 and 787 programs which had gross margins that were breakeven or near breakeven during 2013) had been estimated to be higher by 1%, it would have decreased pre-tax income for the year by approximately $354 million. If we are unable to mitigate risks associated with the 747 and 787 programs, or if we are required to change one or more of our pricing, cost or other assumptions related to these programs, we could be required to record reach forward losses which could have a material effect on our reported results.

Goodwill and Indefinite-Lived Intangible Impairments

We test goodwill for impairment by performing a qualitative assessment or using a two-step impairment process. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors as an initial step in assessing the fair value of operations. If we determine it is more likely than not that the carrying value of the net assets is more than the fair value of the related operations, the two-step impairment process is then performed; otherwise, no further testing is required. For operations where the two-step impairment process is used, we first compare the book value of net assets to the fair value of the related operations. If the fair value is determined to be less than book value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment.

We estimate the fair values of the related operations using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future sales and operating costs, based primarily on existing firm orders, expected future orders, contracts with suppliers, labor agreements and general market conditions. Changes in these forecasts could significantly change the amount of impairment recorded, if any.

45

The cash flow forecasts are adjusted by an appropriate discount rate derived from our market capitalization plus a suitable control premium at the date of evaluation. Therefore, changes in the stock price may also affect the amount of impairment recorded, if any.

We completed our assessment of goodwill as of April 1, 2013 and determined that there is no impairment of goodwill. As of December 31, 2013, we estimated that the fair value of each reporting unit significantly exceeded its corresponding carrying value. Changes in our forecasts, or decreases in the value of our common stock could cause book values of certain operations to exceed their fair values which may result in goodwill impairment charges in future periods.

As of December 31, 2013 and 2012, we had $497 million of indefinite-lived intangible assets related to the Jeppesen and Aviall brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment. A 10% decrease in the discounted cash flows would reduce the carrying value of these indefinite-lived intangible assets by less than $1 million.

Pension Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. Accounting rules require an annual measurement of our projected obligation and plan assets. These measurements are based upon several assumptions, including the discount rate and the expected long-term rate of asset return. Future changes in assumptions or differences between actual and expected outcomes can significantly affect our future annual expense, projected benefit obligation and Shareholders’ equity.

The following table shows the sensitivity of our pension plan liability and net periodic cost to a 25 basis point change in the discount rate as of December 31, 2013.

(Dollars in millions)	Change in discount rate Increase 25 bps			Change in discount rate Decrease 25 bps
Pension plans
Projected benefit obligation		($2,043	)		$2,543
Net periodic pension cost	(227		)	279

Pension expense is also sensitive to changes in the expected long-term rate of asset return. A decrease or increase of 25 basis points in the expected long-term rate of asset return would have increased or decreased 2013 net periodic pension expense by $131 million. We expect 2014 net periodic pension cost to decrease by approximately $1,400 million and the portion recognized in earnings for 2014 to increase by approximately $100 million primarily due to amortization of actuarial losses.

46

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

We have financial instruments that are subject to interest rate risk, principally fixed-rate debt obligations, and customer financing assets and liabilities. Additionally, BCC uses interest rate swaps with certain debt obligations to manage exposure to interest rate changes. Historically, we have not experienced material gains or losses on our customer financing assets and liabilities due to interest rate changes. As of December 31, 2013, the impact over the next 12 months of a 100 basis point rise in interest rates to our pre-tax earnings would not be significant. The investors in our fixed-rate debt obligations do not generally have the right to demand we pay off these obligations prior to maturity. Therefore, exposure to interest rate risk is not believed to be material for our fixed-rate debt.

Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange rate risk relating to receipts from customers and payments to suppliers in foreign currencies. We use foreign currency forward and option contracts to hedge the price risk associated with firmly committed and forecasted foreign denominated payments and receipts related to our ongoing business. Foreign currency forward and option contracts are sensitive to changes in foreign currency exchange rates. At December 31, 2013, a 10% increase in the exchange rate in our portfolio of foreign currency contracts would have decreased our unrealized gains by $244 million and a 10% decrease in the exchange rate would have increased our unrealized gains by $244 million. Consistent with the use of these contracts to neutralize the effect of exchange rate fluctuations, such unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the remeasurement of the underlying transactions being hedged. When taken together, these forward currency contracts and the offsetting underlying commitments do not create material market risk.

47

Item 8. Financial Statements and Supplementary Data

Index to the Consolidated Financial Statements

	Page
Consolidated Statements of Operations	49
Consolidated Statements of Comprehensive Income	50
Consolidated Statements of Financial Position	51
Consolidated Statements of Cash Flows	52
Consolidated Statements of Equity	53
Summary of Business Segment Data	54
Note 1 – Summary of Significant Accounting Policies	55
Note 2 - Goodwill and Acquired Intangibles	66
Note 3 - Earnings Per Share	67
Note 4 - Income Taxes	68
Note 5 - Accounts Receivable	71
Note 6 - Inventories	72
Note 7 - Customer Financing	73
Note 8 - Property, Plant and Equipment	76
Note 9 - Investments	77
Note 10 - Other Assets	77
Note 11 - Liabilities, Commitments and Contingencies	78
Note 12 - Arrangements with Off-Balance Sheet Risk	82
Note 13 - Debt	84
Note 14 - Postretirement Plans	85
Note 15 - Share-Based Compensation and Other Compensation Arrangements	94
Note 16 - Shareholders’ Equity	97
Note 17 - Derivative Financial Instruments	98
Note 18 - Significant Group Concentrations of Risk	100
Note 19 - Fair Value Measurements	100
Note 20 - Legal Proceedings	103
Note 21 - Segment Information	105
Note 22 - Quarterly Financial Data	109
Note 23 - Subsequent Event	109
Reports of Independent Registered Public Accounting Firm	110

48

The Boeing Company and Subsidiaries

Consolidated Statements of Operations

(Dollars in millions, except per share data)
Years ended December 31,	2013			2012			2011
Sales of products		$76,792			$71,234			$57,401
Sales of services	9,831			10,464			11,334
Total revenues	86,623			81,698			68,735
Cost of products	(65,640		)	(60,309		)	(46,642		)
Cost of services	(7,553		)	(8,247		)	(9,097		)
Boeing Capital interest expense	(75		)	(109		)	(149		)
Total costs and expenses	(73,268		)	(68,665		)	(55,888		)
	13,355			13,033			12,847
Income from operating investments, net	214			268			278
General and administrative expense	(3,956		)	(3,717		)	(3,408		)
Research and development expense, net	(3,071		)	(3,298		)	(3,918		)
Gain on dispositions, net	20			4			24
Earnings from operations	6,562			6,290			5,823
Other income, net	56			62			47
Interest and debt expense	(386		)	(442		)	(477		)
Earnings before income taxes	6,232			5,910			5,393
Income tax expense	(1,646		)	(2,007		)	(1,382		)
Net earnings from continuing operations	4,586			3,903			4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)	(1		)	(3		)	7
Net earnings		$4,585			$3,900			$4,018
Basic earnings per share from continuing operations		$6.03			$5.15			$5.38
Net (loss)/gain on disposal of discontinued operations, net of taxes							0.01
Basic earnings per share		$6.03			$5.15			$5.39
Diluted earnings per share from continuing operations		$5.96			$5.11			$5.33
Net (loss)/gain on disposal of discontinued operations, net of taxes							0.01
Diluted earnings per share		$5.96			$5.11			$5.34

See Notes to the Consolidated Financial Statements on pages 54 – 109.

49

The Boeing Company and Subsidiaries

Consolidated Statements of Comprehensive Income

(Dollars in millions)
Years ended December 31,	2013			2012			2011
Net earnings		$4,585			$3,900			$4,018
Other comprehensive income/(loss), net of tax:
Currency translation adjustments	(64		)	17			(35		)
Unrealized loss on certain investments, net of tax of $0, $0 and $1							(2		)
Unrealized (loss)/gain on derivative instruments:
Unrealized (loss)/gain arising during period, net of tax of $42, ($13) and $7	(75		)	25			(13		)
Reclassification adjustment for gains included in net earnings, net of tax of $9, $3 and $9	(17		)	(5		)	(16		)
Total unrealized (loss)/gain on derivative instruments, net of tax	(92		)	20			(29		)
Defined benefit pension plans & other postretirement benefits:
Prior service (cost)/benefit arising during the period, net of tax of $41, $9 and ($195)	(74		)	(16		)	338
Amortization of prior service cost included in net periodic pension cost, net of tax of ($6), ($10) and ($54)	10			18			94
Net actuarial gain/(loss) arising during the period, net of tax of ($3,437), $1,382 and $2,297	6,143			(2,401		)	(3,993		)
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($849), ($752) and ($523)	1,516			1,304			909
Settlements and curtailments included in net income, net of tax of ($33), ($9) and ($25)	59			15			42
Pension and postretirement benefit/(cost) related to our equity method investments, net of tax ($13), ($74) and $38	24			127			(66		)
Total defined benefit pension plans & other postretirement benefits, net of tax	7,678			(953		)	(2,676		)
Other comprehensive income/(loss), net of tax	7,522			(916		)	(2,742		)
Comprehensive income/(loss) related to non-controlling interest	9			3			(1		)
Comprehensive income, net of tax		$12,116			$2,987			$1,275

See Notes to the Consolidated Financial Statements on pages 54–109.

50

The Boeing Company and Subsidiaries

Consolidated Statements of Financial Position

(Dollars in millions, except per share data)
December 31,	2013			2012
Assets
Cash and cash equivalents		$9,088			$10,341
Short-term and other investments	6,170			3,217
Accounts receivable, net	6,546			5,608
Current portion of customer financing, net	344			364
Deferred income taxes	14			28
Inventories, net of advances and progress billings	42,912			37,751
Total current assets	65,074			57,309
Customer financing, net	3,627			4,056
Property, plant and equipment, net	10,224			9,660
Goodwill	5,043			5,035
Acquired intangible assets, net	3,052			3,111
Deferred income taxes	2,939			6,753
Investments	1,204			1,180
Other assets, net of accumulated amortization of $448 and $504	1,500			1,792
Total assets		$92,663			$88,896
Liabilities and equity
Accounts payable		$9,498			$9,394
Accrued liabilities	14,131			12,995
Advances and billings in excess of related costs	20,027			16,672
Deferred income taxes and income taxes payable	6,267			4,485
Short-term debt and current portion of long-term debt	1,563			1,436
Total current liabilities	51,486			44,982
Accrued retiree health care	6,528			7,528
Accrued pension plan liability, net	10,474			19,651
Non-current income taxes payable	156			366
Other long-term liabilities	950			1,429
Long-term debt	8,072			8,973
Shareholders’ equity:
Common stock, par value $5.00 – 1,200,000,000 shares authorized; 1,012,261,159 shares issued	5,061			5,061
Additional paid-in capital	4,415			4,122
Treasury stock, at cost	(17,671		)	(15,937		)
Retained earnings	32,964			30,037
Accumulated other comprehensive loss	(9,894		)	(17,416		)
Total shareholders’ equity	14,875			5,867
Noncontrolling interest	122			100
Total equity	14,997			5,967
Total liabilities and equity		$92,663			$88,896

See Notes to the Consolidated Financial Statements on pages 54 – 109.

51

The Boeing Company and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in millions)
Years ended December 31,	2013			2012			2011
Cash flows – operating activities:
Net earnings		$4,585			$3,900			$4,018
Adjustments to reconcile net earnings to net cash provided by operating activities:
Non-cash items –
Share-based plans expense	206			193			186
Depreciation and amortization	1,844			1,811			1,675
Investment/asset impairment charges, net	96			84			119
Customer financing valuation benefit	(11		)	(10		)	(269		)
Loss/(gain) on disposal of discontinued operations	1			5			(11		)
Gain on dispositions, net	(20		)	(4		)	(24		)
Other charges and credits, net	528			694			500
Excess tax benefits from share-based payment arrangements	(128		)	(45		)	(36		)
Changes in assets and liabilities –
Accounts receivable	(879		)	(27		)	(292		)
Inventories, net of advances and progress billings	(5,562		)	(5,681		)	(10,012		)
Accounts payable	(298		)	1,199			1,164
Accrued liabilities	883			801			237
Advances and billings in excess of related costs	3,353			1,177			3,173
Income taxes receivable, payable and deferred	1,445			1,605			1,262
Other long-term liabilities	2			157			127
Pension and other postretirement plans	1,720			1,288			2,126
Customer financing, net	391			407			(6		)
Other	23			(46		)	86
Net cash provided by operating activities	8,179			7,508			4,023
Cash flows – investing activities:
Property, plant and equipment additions	(2,098		)	(1,703		)	(1,713		)
Property, plant and equipment reductions	51			97			94
Acquisitions, net of cash acquired	(26		)	(124		)	(42		)
Contributions to investments	(15,394		)	(12,921		)	(6,796		)
Proceeds from investments	12,453			10,901			10,757
Receipt of economic development program funds							69
Purchase of distribution rights	(140		)	(7		)
Net cash (used)/provided by investing activities	(5,154		)	(3,757		)	2,369
Cash flows – financing activities:
New borrowings	571			60			799
Debt repayments	(1,434		)	(2,076		)	(930		)
Repayments of distribution rights and other asset financing	(280		)	(228		)	(451		)
Stock options exercised, other	1,097			120			114
Excess tax benefits from share-based payment arrangements	128			45			36
Employee taxes on certain share-based payment arrangements	(63		)	(76		)	(24		)
Common shares repurchased	(2,801		)
Dividends paid	(1,467		)	(1,322		)	(1,244		)
Net cash used by financing activities	(4,249		)	(3,477		)	(1,700		)
Effect of exchange rate changes on cash and cash equivalents	(29		)	18			(2		)
Net (decrease)/increase in cash and cash equivalents	(1,253		)	292			4,690
Cash and cash equivalents at beginning of year	10,341			10,049			5,359
Cash and cash equivalents at end of year		$9,088			$10,341			$10,049

See Notes to the Consolidated Financial Statements on pages 54 –109.

52

The Boeing Company and Subsidiaries

Consolidated Statements of Equity

	Boeing shareholders
(Dollars in millions, except per share data)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interest			Total
Balance at January 1, 2011	$5,061			$3,866			($17,187	)		$24,784			($13,758	)		$96			$2,862
Net earnings									4,018						(1		)	4,017
Other comprehensive loss, net of tax of $1,555												(2,742		)				(2,742		)
Share-based compensation and related dividend equivalents			197						(15		)							182
Excess tax pools			20															20
Treasury shares issued for stock options exercised, net			(37		)	151												114
Treasury shares issued for other share-based plans, net			(59		)	45												(14		)
Treasury shares issued for 401(k) contribution			46			388												434
Cash dividends declared ($1.70 per share)									(1,263		)							(1,263		)
Changes in noncontrolling interest															(2		)	(2		)
Balance at December 31, 2011		$5,061	$4,033			($16,603)				$27,524			($16,500	)		$93			$3,608
Net earnings									3,900						3			3,903
Other comprehensive loss, net of tax of $536												(916		)				(916		)
Share-based compensation and related dividend equivalents			215						(27		)							188
Excess tax pools			45															45
Treasury shares issued for stock options exercised, net			(54		)	174												120
Treasury shares issued for other share-based plans, net			(183		)	116												(67		)
Treasury shares issued for 401(k) contribution			66			376												442
Cash dividends declared ($1.805 per share)									(1,360		)							(1,360		)
Changes in noncontrolling interest															4			4
Balance at December 31, 2012		$5,061		$4,122		($15,937)				$30,037			($17,416	)		$100			$5,967
Net earnings									4,585						9			4,594
Other comprehensive income net of tax of ($4,246)												7,522						7,522
Share-based compensation and related dividend equivalents			216						(16		)							200
Excess tax pools			101															101
Treasury shares issued for stock options exercised, net			109			988												1,097
Treasury shares issued for other share-based plans, net			(133		)	79												(54		)
Common shares repurchased						(2,801		)										(2,801		)
Cash dividends declared ($2.185 per share)									(1,642		)							(1,642		)
Changes in noncontrolling interest															13			13
Balance at December 31, 2013		$5,061		$4,415			($17,671	)		$32,964			($9,894	)		$122			$14,997

See Notes to the Consolidated Financial Statements on pages 54 – 109.

53

The Boeing Company and Subsidiaries

Notes to the Consolidated Financial Statements

Summary of Business Segment Data

(Dollars in millions)
Years ended December 31,	2013			2012			2011
Revenues:
Commercial Airplanes		$52,981			$49,127			$36,171
Defense, Space & Security:
Boeing Military Aircraft	15,936			16,019			14,585
Network & Space Systems	8,512			7,911			8,964
Global Services & Support	8,749			8,677			8,427
Total Defense, Space & Security	33,197			32,607			31,976
Boeing Capital	408			468			547
Other segment	102			106			123
Unallocated items and eliminations	(65		)	(610		)	(82		)
Total revenues		$86,623			$81,698			$68,735
Earnings from operations:
Commercial Airplanes		$5,795			$4,711			$3,495
Defense, Space & Security:
Boeing Military Aircraft	1,465			1,489			1,431
Network & Space Systems	719			562			759
Global Services & Support	1,051			1,017			968
Total Defense, Space & Security	3,235			3,068			3,158
Boeing Capital	107			88			119
Other segment	(156		)	(186		)	39
Unallocated items and eliminations	(2,419		)	(1,391		)	(988		)
Earnings from operations	6,562			6,290			5,823
Other income, net	56			62			47
Interest and debt expense	(386		)	(442		)	(477		)
Earnings before income taxes	6,232			5,910			5,393
Income tax expense	(1,646		)	(2,007		)	(1,382		)
Net earnings from continuing operations	4,586			3,903			4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)	(1		)	(3		)	7
Net earnings		$4,585			$3,900			$4,018

This information is an integral part of the Notes to the Consolidated Financial Statements. See Note 21 for further segment results.

54

The Boeing Company and Subsidiaries

Notes to the Consolidated Financial Statements

Years ended December 31, 2013, 2012 and 2011

(Dollars in millions, except per share data)

Note 1 – Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing,” the “Company,” “we,” “us,” or “our”). These statements include the accounts of all majority-owned subsidiaries and variable interest entities that are required to be consolidated. All significant intercompany accounts and transactions have been eliminated. Amounts reported in prior periods as Interest and debt expense have been reclassified to Boeing Capital interest expense to conform to the current year presentation.

Use of Estimates

Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported in the Consolidated Financial Statements. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these Notes to the Consolidated Financial Statements.

Operating Cycle

For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.

Revenue and Related Cost Recognition

Contract Accounting Contract accounting is used for development and production activities predominantly by Defense, Space & Security (BDS). The majority of business conducted by BDS is performed under contracts with the U.S. government and other customers that extend over several years. Contract accounting involves a judgmental process of estimating total sales and costs for each contract resulting in the development of estimated cost of sales percentages. For each contract, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage to the amount of revenue recognized. When the current estimates of total sales and costs for a contract indicate a loss, a provision for the entire loss on the contract is recognized.

Changes in estimated revenues, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s percent complete. In 2013, 2012 and 2011 net favorable cumulative catch-up adjustments increased Earnings from operations by $242, $379 and $229, respectively and diluted EPS by $0.23, $0.33 and $0.23, respectively.

We combine contracts for accounting purposes when they are negotiated as a package with an overall profit margin objective. These essentially represent an agreement to do a single project for a single customer, involve interrelated construction activities with substantial common costs, and are performed concurrently or sequentially. When a group of contracts is combined, revenue and profit are earned uniformly over the performance of the combined contracts. Similarly, we may segment a single contract

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or group of contracts when a clear economic decision has been made during contract negotiations that would produce different rates of profitability for each element or phase of the contract.

Sales related to fixed-price contracts are recognized as deliveries are made, except for certain fixed-price contracts that require substantial performance over an extended period before deliveries begin, for which sales are recorded based on the attainment of performance milestones. Sales related to contracts in which we are reimbursed for costs incurred plus an agreed upon profit are recorded as costs are incurred. The Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing contract price. Contracts may contain provisions to earn incentive and award fees if specified targets are achieved. Incentive and award fees that can be reasonably estimated and are probable are recorded over the performance period of the contract. Incentive and award fees that cannot be reasonably estimated are recorded when awarded.

Program Accounting Our Commercial Airplanes segment predominantly uses program accounting to account for cost of sales related to its programs. Program accounting is applicable to products manufactured for delivery under production-type contracts where profitability is realized over multiple contracts and years. Under program accounting, inventoriable production costs, program tooling and other non-recurring costs, and warranty costs are accumulated and charged to cost of sales by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. The determination of the accounting quantity is limited by the ability to make reasonably dependable estimates of the revenue and cost of existing and anticipated contracts. To establish the relationship of sales to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced, and (c) the units’ expected sales prices, production costs, program tooling and other non-recurring costs, and routine warranty costs for the total program.

We recognize sales for commercial airplane deliveries as each unit is completed and accepted by the customer. Sales recognized represent the price negotiated with the customer, adjusted by an escalation formula as specified in the customer agreement. The amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the total remaining program to the amount of sales recognized for airplanes delivered and accepted by the customer. Changes in estimated revenues, cost of sales and the related effects on program margins are recognized prospectively except in cases where the program is determined to have a reach-forward loss in which case the loss is recognized in the current period. See Note 11.

Concession Sharing Arrangements We account for sales concessions to our customers in consideration of their purchase of products and services as a reduction to revenue when the related products and services are delivered. The sales concessions incurred may be partially reimbursed by certain suppliers in accordance with concession sharing arrangements. We record these reimbursements, which are presumed to represent reductions in the price of the vendor’s products or services, as a reduction in Cost of products.

Spare Parts Revenue We recognize sales of spare parts upon delivery and the amount reported as cost of sales is recorded at average cost.

Service Revenue Service revenue is recognized when the service is performed with the exception of U.S. government service agreements, which are accounted for using contract accounting. Service activities primarily include: support agreements associated with military aircraft and helicopter contracts, ongoing maintenance of International Space Station, and technical and flight operation services for commercial aircraft. Service revenue and associated cost of sales from pay-in-advance subscription fees are deferred and recognized as services are rendered.

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Financial Services Revenue We record financial services revenue associated with sales-type/finance leases, operating leases, and notes receivable.

Lease and financing revenue arrangements are included in Sales of services on the Consolidated Statements of Operations. For sales-type/finance leases, we record an asset at lease inception. This asset is recorded at the aggregate future minimum lease payments, estimated residual value of the leased equipment, and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed periodically, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. Declines in estimated residual value that are deemed other-than-temporary are recognized in the period in which the declines occur.

For operating leases, revenue on leased aircraft and equipment is recorded on a straight-line basis over the term of the lease. Operating lease assets, included in Customer financing, are recorded at cost and depreciated over the period that we project we will hold the asset to an estimated residual value, using the straight-line method. We periodically review our estimates of residual value and recognize forecasted changes by prospectively adjusting depreciation expense.

For notes receivable, notes are recorded net of any unamortized discounts and deferred incremental direct costs. Interest income and amortization of any discounts are recorded ratably over the related term of the note.

Reinsurance Revenue Our wholly-owned insurance subsidiary, Astro Ltd., participates in a reinsurance pool for workers’ compensation. The member agreements and practices of the reinsurance pool minimize any participating members’ individual risk. Reinsurance revenues were $160, $129 and $144 during 2013, 2012 and 2011, respectively. Reinsurance costs related to premiums and claims paid to the reinsurance pool were $147, $128 and $142 during 2013, 2012 and 2011, respectively. Revenues and costs are presented net in Cost of services in the Consolidated Statements of Operations.

Fleet Support

We provide assistance and services to facilitate efficient and safe aircraft operation to the operators of all our commercial airplane models. Collectively known as fleet support services, these activities and services include flight and maintenance training, field service support, engineering services, and technical data and documents. Fleet support activity begins prior to aircraft delivery as the customer receives training, manuals, and technical consulting support. This activity continues throughout the aircraft’s operational life. Services provided after delivery include field service support, consulting on maintenance, repair, and operational issues brought forth by the customer or regulators, updating manuals and engineering data, and the issuance of service bulletins that impact the entire model’s fleet. Field service support involves our personnel located at customer facilities providing and coordinating fleet support activities and requests. The costs for fleet support are expensed as incurred as Cost of services.

Research and Development

Research and development includes costs incurred for experimentation, design, and testing, as well as bid and proposal efforts related to government products and services which are expensed as incurred unless the costs are related to certain contractual arrangements with customers. Costs that are incurred pursuant to such contractual arrangements are recorded over the period that revenue is recognized, consistent with our contract accounting policy. We have certain research and development arrangements that meet the requirement for best efforts research and development accounting. Accordingly, the amounts funded by the customer are recognized as an offset to our research and development expense rather than

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as contract revenues. Research and development expense included bid and proposal costs of $285, $326 and $332 in 2013, 2012 and 2011, respectively.

We have established cost sharing arrangements with some suppliers for the 787 program. Our cost sharing arrangements state that the supplier contributions are for reimbursements of costs we incur for experimentation, basic design, and testing activities during the 787 development. In each arrangement, we retain substantial rights to the 787 part or component covered by the arrangement. The amounts received from these cost sharing arrangements are recorded as a reduction to research and development expenses since we have no obligation to refund any amounts received per the arrangements regardless of the outcome of the development efforts. Specifically, under the terms of each agreement, payments received from suppliers for their share of the costs are typically based on milestones and are recognized as earned when we achieve the milestone events and no ongoing obligation on our part exists. In the event we receive a milestone payment prior to the completion of the milestone, the amount is classified in Accrued liabilities until earned.

Share-Based Compensation

We provide various forms of share-based compensation to our employees. For awards settled in shares, we measure compensation expense based on the grant-date fair value net of estimated forfeitures. For awards settled in cash, or that may be settled in cash, we measure compensation expense based on the fair value at each reporting date net of estimated forfeitures. The expense is recognized over the requisite service period, which is generally the vesting period of the award.

Income Taxes

Provisions for federal, state, and non-U.S. income taxes are calculated on reported Earnings before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions.

The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of Income tax expense.

Postretirement Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. We also provide postretirement benefit plans other than pensions, consisting principally of health care coverage to eligible retirees and qualifying dependents. Benefits under the pension and other postretirement benefit plans are generally based on age at retirement and years of service and, for some pension plans, benefits are also based on the employee’s annual earnings. The net periodic cost of our pension and other postretirement plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, the long-term rate of asset return, and medical trend (rate of growth for medical costs). A portion of net periodic pension and other postretirement income or expense is not recognized in net earnings in the year incurred because it is allocated to production

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as product costs, and reflected in inventory at the end of a reporting period. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected in Shareholders’ equity (net of taxes). If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities we amortize them over the average future service period of employees. The funded status of our pension and postretirement plans is reflected on the Consolidated Statements of Financial Position.

Postemployment Plans

We record a liability for postemployment benefits, such as severance or job training, when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.

Environmental Remediation

We are subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. We routinely assess, based on in-depth studies, expert analyses and legal reviews, our contingencies, obligations, and commitments for remediation of contaminated sites, including assessments of ranges and probabilities of recoveries from other responsible parties and/or insurance carriers. Our policy is to accrue and charge to current expense identified exposures related to environmental remediation sites when it is probable that a liability has been incurred and the amount can be reasonably estimated. The amount of the liability is based on our best estimate or the low end of a range of reasonably possible exposure for investigation, cleanup, and monitoring costs to be incurred. Estimated remediation costs are not discounted to present value as the timing of payments cannot be reasonably estimated. We may be able to recover a portion of the remediation costs from insurers or other third parties. Such recoveries are recorded when realization of the claim for recovery is deemed probable.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have original maturities of three months or less. We aggregate our cash balances by bank where conditions for right of set-off are met, and reclassify any negative balances, consisting mainly of uncleared checks, to Accounts payable. Negative balances reclassified to Accounts payable were $108 and $159 at December 31, 2013 and 2012.

Inventories

Inventoried costs on commercial aircraft programs and long-term contracts include direct engineering, production and tooling and other non-recurring costs, and applicable overhead, which includes fringe benefits, production related indirect and plant management salaries and plant services, not in excess of estimated net realizable value. To the extent a material amount of such costs are related to an abnormal event or are fixed costs not appropriately attributable to our programs or contracts, they are expensed in the current period rather than inventoried. Inventoried costs include amounts relating to programs and contracts with long-term production cycles, a portion of which is not expected to be realized within one year. Included in inventory for federal government contracts is an allocation of allowable costs related to manufacturing process reengineering.

Commercial aircraft programs inventory includes deferred production costs and supplier advances. Deferred production costs represent actual costs incurred for production of early units that exceed the estimated average cost of all units in the program accounting quantity. Higher production costs are experienced at the beginning of a new or derivative airplane program. Units produced early in a program require substantially more effort (labor and other resources) than units produced later in a program because

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of volume efficiencies and the effects of learning. We expect that these deferred costs will be fully recovered when all units included in the accounting quantity are delivered as the expected unit cost for later deliveries is below the estimated average cost of all units in the program. Supplier advances represent payments for parts we have contracted to receive from suppliers in the future. As parts are received, supplier advances are amortized to work in process.

The determination of net realizable value of long-term contract costs is based upon quarterly reviews that estimate costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision is recorded. The determination of net realizable value of commercial aircraft program costs is based upon quarterly program reviews that estimate revenue and cost to be incurred to complete the program accounting quantity. When estimated costs to complete exceed estimated program revenues to go, a program loss provision is recorded in the current period for the estimated loss on all undelivered units in the accounting quantity.

Used aircraft purchased by the Commercial Airplanes segment and general stock materials are stated at cost not in excess of net realizable value. See ‘Aircraft Valuation’ within this Note for a discussion of our valuation of used aircraft. Spare parts inventory is stated at lower of average unit cost or market. We review our commercial spare parts and general stock materials quarterly to identify impaired inventory, including excess or obsolete inventory, based on historical sales trends, expected production usage, and the size and age of the aircraft fleet using the part. Impaired inventories are charged to Cost of products in the period the impairment occurs.

Included in inventory for commercial aircraft programs are amounts paid or credited in cash, or other consideration to certain airline customers, that are referred to as early issue sales consideration. Early issue sales consideration is recognized as a reduction to revenue when the delivery of the aircraft under contract occurs. If an airline customer does not perform and take delivery of the contracted aircraft, we believe that we would have the ability to recover amounts paid. However, to the extent early issue sales consideration exceeds advances and is not considered to be otherwise recoverable, it would be written off in the current period.

We net advances and progress billings on long-term contracts against inventory in the Consolidated Statements of Financial Position. Advances and progress billings in excess of related inventory are reported in Advances and billings in excess of related costs.

Precontract Costs

We may, from time to time, incur costs in excess of the amounts required for existing contracts. If we determine the costs are probable of recovery from future orders, then we capitalize the precontract costs we incur, excluding start-up costs which are expensed as incurred. Capitalized precontract costs are included in Inventories, net of advances and progress billings, in the accompanying Consolidated Statements of Financial Position. Should future orders not materialize or we determine the costs are no longer probable of recovery, the capitalized costs would be written off.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, including applicable construction-period interest, less accumulated depreciation and are depreciated principally over the following estimated useful lives: new buildings and land improvements, from 10 to 40 years; and new machinery and equipment, from 3 to 20 years. The principal methods of depreciation are as follows: buildings and land improvements, 150% declining balance; and machinery and equipment, sum-of-the-years’ digits. Capitalized internal use software is included in Other assets and amortized using the straight line method over 5 years. We periodically evaluate the appropriateness of remaining depreciable lives assigned to long-lived assets, including assets that may be subject to a management plan for disposition.

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Long-lived assets held for sale are stated at the lower of cost or fair value less cost to sell. Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Asset Retirement Obligations

We record all known asset retirement obligations for which the liability’s fair value can be reasonably estimated, including certain asbestos removal, asset decommissioning and contractual lease restoration obligations. Recorded amounts are not material.

We also have known conditional asset retirement obligations, such as certain asbestos remediation and asset decommissioning activities to be performed in the future, that are not reasonably estimable due to insufficient information about the timing and method of settlement of the obligation. Accordingly, these obligations have not been recorded in the Consolidated Financial Statements. A liability for these obligations will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value. In addition, there may be conditional asset retirement obligations that we have not yet discovered (e.g. asbestos may exist in certain buildings but we have not become aware of it through the normal course of business), and therefore, these obligations also have not been included in the Consolidated Financial Statements.

Goodwill and Other Acquired Intangibles

Goodwill and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is April 1.

We test goodwill for impairment by performing a qualitative assessment or using a two-step impairment process. If we choose to perform a qualitative assessment and determine it is more likely than not that the carrying value of the net assets is more than the fair value of the related operations, the two-step impairment process is then performed; otherwise, no further testing is required. For operations where the two-step impairment process is used, we first compare the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment.

Indefinite-lived intangibles consist of brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment.

Our finite-lived acquired intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: developed technology, from 6 to 14 years; product know-how, from 5 to 30 years; customer base, from 5 to 19 years; distribution rights, from 3 to 30 years; and other, from 5 to 32 years. We evaluate the potential impairment of finite-lived acquired intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

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Investments

Time deposits are held-to-maturity investments that are carried at cost.

The equity method of accounting is used to account for investments for which we have the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of an investee of between 20% and 50%.

We classify investment income and loss on our Consolidated Statements of Operations based on whether the investment is operating or non-operating in nature. Operating investments align strategically and are integrated with our operations. Earnings from operating investments, including our share of income or loss from equity method investments, dividend income from certain cost method investments, and any impairments or gain/loss on the disposition of these investments, are recorded in Income from operating investments, net. Non-operating investments are those we hold for non-strategic purposes. Earnings from non-operating investments, including interest and dividends on marketable securities, and any impairments or gain/loss on the disposition of these investments are recorded in Other income/(expense), net.

Derivatives

All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent of holding them. We use derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For our cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in comprehensive income and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. We also hold certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, the changes in their fair value are also recorded in earnings immediately.

Aircraft Valuation

Used aircraft under trade-in commitments and aircraft under repurchase commitments In conjunction with signing a definitive agreement for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. Additionally, we have entered into contingent repurchase commitments with certain customers wherein we agree to repurchase the Sale Aircraft at a specified price, generally 10 to 15 years after delivery of the Sale Aircraft. Our repurchase of the Sale Aircraft is contingent upon a future, mutually acceptable agreement for the sale of additional new aircraft. If we execute an agreement for the sale of additional new aircraft, and if the customer exercises its right to sell the Sale Aircraft to us, a contingent repurchase commitment would become a trade-in commitment. Our historical experience is that contingent repurchase commitments infrequently become trade-in commitments.

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Exposure related to trade-in commitments may take the form of:

(1) adjustments to revenue for the difference between the contractual trade-in price in the definitive agreement and our best estimate of the fair value of the trade-in aircraft as of the date of such agreement, which would be recognized upon delivery of the Sale Aircraft, and/or

(2) charges to cost of products for adverse changes in the fair value of trade-in aircraft that occur subsequent to signing of a definitive agreement for Sale Aircraft but prior to the purchase of the used trade-in aircraft. Estimates based on current aircraft values would be included in Accrued liabilities.

The fair value of trade-in aircraft is determined using aircraft-specific data such as model, age and condition, market conditions for specific aircraft and similar models, and multiple valuation sources. This process uses our assessment of the market for each trade-in aircraft, which in most instances begins years before the return of the aircraft. There are several possible markets in which we continually pursue opportunities to place used aircraft. These markets include, but are not limited to, the resale market, which could potentially include the cost of long-term storage; the leasing market, with the potential for refurbishment costs to meet the leasing customer’s requirements; or the scrap market. Trade-in aircraft valuation varies significantly depending on which market we determine is most likely for each aircraft. On a quarterly basis, we update our valuation analysis based on the actual activities associated with placing each aircraft into a market. This quarterly valuation process yields results that are typically lower than residual value estimates by independent sources and tends to more accurately reflect results upon the actual placement of the aircraft.

Used aircraft acquired by the Commercial Airplanes segment are included in Inventories at the lower of cost or market as it is our intent to sell these assets. To mitigate costs and enhance marketability, aircraft may be placed on operating lease. While on operating lease, the assets are included in Customer financing.

Customer financing Customer financing includes operating lease equipment, notes receivable, and sales-type/finance leases. Sales-type/finance leases are treated as receivables, and allowances for losses are established as necessary.

We assess the fair value of the assets we own, including equipment under operating leases, assets held for sale or re-lease, and collateral underlying receivables, to determine if their fair values are less than the related assets’ carrying values. Differences between carrying values and fair values of sales-type/finance leases and notes and other receivables, as determined by collateral value, are considered in determining the allowance for losses on receivables.

We use a median calculated from published collateral values from multiple third-party aircraft value publications based on the type and age of the aircraft to determine the fair value of aircraft. Under certain circumstances, we apply judgment based on the attributes 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 outside publications.

Impairment review for assets under operating leases and held for sale or re-lease We evaluate for impairment assets under operating lease or assets held for sale or re-lease when events or changes in circumstances indicate that the expected undiscounted cash flow from the asset may be less than the carrying value. We use various assumptions when determining the expected undiscounted cash flow, including our intentions for how long we will hold an asset subject to operating lease before it is sold, the expected future lease rates, lease terms, residual value of the asset, periods in which the asset may be held in preparation for a follow-on lease, maintenance costs, remarketing costs and the remaining economic life of the asset. We record assets held for sale at the lower of carrying value or fair value less costs to sell.

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When we determine that impairment is indicated for an asset, the amount of impairment expense recorded is the excess of the carrying value over the fair value of the asset.

Allowance for losses on customer financing receivables We record the potential impairment of customer financing receivables in a valuation account, the balance of which is an accounting estimate of probable but unconfirmed losses. The allowance for losses on receivables relates to two components of receivables: (a) receivables that are evaluated individually for impairment and (b) all other receivables.

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms of the receivable agreement, without regard to any subsequent restructurings. Factors considered in assessing collectibility include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. We determine a specific impairment allowance based on the difference between the carrying value of the receivable and the estimated fair value of the related collateral we would expect to realize.

We review the adequacy of the allowance attributable to the remaining receivables (after excluding receivables subject to a specific impairment allowance) by assessing both the collateral exposure and the applicable cumulative default rate. Collateral exposure for a particular receivable is the excess of the carrying value of the receivable over the fair value of the related collateral. A receivable with an estimated fair value in excess of the carrying value is considered to have no collateral exposure. The applicable cumulative default rate is determined using two components: customer credit ratings and weighted average remaining contract term. Internally assigned credit ratings, our credit quality indicator, are determined for each customer in the portfolio. Those ratings are updated based upon public information and information obtained directly from our customers.

We have entered into agreements with certain customers that would entitle us to look beyond the specific collateral underlying the receivable for purposes of determining the collateral exposure as described above. Should the proceeds from the sale of the underlying collateral asset resulting from a default condition be insufficient to cover the carrying value of our receivable (creating a shortfall condition), these agreements would, for example, permit us to take the actions necessary to sell or retain certain other assets in which the customer has an equity interest and use the proceeds to cover the shortfall.

Each quarter we review customer credit ratings, published historical credit default rates for different rating categories, and multiple third-party aircraft value publications as a basis to validate the reasonableness of the allowance for losses on receivables. There can be no assurance that actual results will not differ from estimates or that the consideration of these factors in the future will not result in an increase or decrease to the allowance for losses on receivables.

Warranties

In conjunction with certain product sales, we provide warranties that cover factors such as non-conformance to specifications and defects in material and design. The majority of our warranties are issued by our Commercial Airplanes segment. Generally, aircraft sales are accompanied by a three to four-year standard warranty for systems, accessories, equipment, parts, and software manufactured by us or manufactured to certain standards under our authorization. These warranties are included in the programs’ estimate at completion. On occasion we have made commitments beyond the standard warranty obligation to correct fleet-wide major issues of a particular model, resulting in additional accrued warranty expense. Warranties issued by our BDS segments principally relate to sales of military aircraft and weapons hardware and are included in the contract cost estimates. These sales are generally accompanied by a six to twelve-month warranty period and cover systems, accessories, equipment, parts, and software manufactured by us to certain contractual specifications. Estimated costs related to standard warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects the estimated number of months of warranty coverage outstanding for products delivered times the average

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of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. Estimated costs of these additional warranty issues are considered changes to the initial liability estimate.

We provide guarantees to certain commercial airplane customers which include compensation provisions for failure to meet specified aircraft performance targets. We account for these performance guarantees as warranties. The estimated liability for these warranties is based on known and anticipated operational characteristics and forecasted customer operation of the aircraft relative to contractually specified performance targets, and anticipated settlements when contractual remedies are not specified. Estimated payments are recorded as a reduction of revenue at delivery of the related aircraft. We have agreements that require certain suppliers to compensate us for amounts paid to customers for failure of supplied equipment to meet specified performance targets. Claims against suppliers under these agreements are included in Inventories and recorded as a reduction in Cost of products at delivery of the related aircraft. These performance warranties and claims against suppliers are included in the programs’ estimate at completion.

Supplier Penalties

We record an accrual for supplier penalties when an event occurs that makes it probable that a supplier penalty will be incurred and the amount is reasonably estimable. Until an event occurs, we fully anticipate accepting all products procured under production-related contracts.

Guarantees

We record a liability in Accrued liabilities for the fair value of guarantees that are issued or modified after December 31, 2002. For a residual value guarantee where we received a cash premium, the liability is equal to the cash premium received at the guarantee’s inception. For credit guarantees, the liability is equal to the present value of the expected loss. We determine the expected loss by multiplying the creditor’s default rate by the guarantee amount reduced by the expected recovery, if applicable, for each future period the credit guarantee will be outstanding. If at inception of a guarantee, we determine there is a probable related contingent loss, we will recognize a liability for the greater of (a) the fair value of the guarantee as described above or (b) the probable contingent loss amount.

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Note 2 – Goodwill and Acquired Intangibles

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Commercial Airplanes			Boeing Military Aircraft			Network & Space Systems			Global Services & Support		Total
Balance at January 1, 2011		$2,110			$1,041			$1,461			$325		$4,937
Acquisitions							16					16
Goodwill adjustments	(4		)				(4		)			(8		)
Balance at December 31, 2011		$2,106			$1,041			$1,473			$325		$4,945
Acquisitions	12									72		84
Goodwill adjustments	7						(1		)			6
Balance at December 31, 2012		$2,125			$1,041			$1,472			$397		$5,035
Acquisitions				18						7		25
Goodwill adjustments (1)	(17		)	(45		)	41			4		(17		)
Balance at December 31, 2013		$2,108			$1,014			$1,513			$408		$5,043

⁽¹⁾ Includes adjustments to realign certain programs among BDS segments effective January 1, 2013,

As of December 31, 2013 and 2012, we had indefinite-lived intangible assets with carrying amounts of $497 relating to trade names.

The gross carrying amounts and accumulated amortization of our acquired finite-lived intangible assets were as follows at December 31:

	2013				2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Distribution rights		$2,275		$483		$2,132		$388
Product know-how	507		199		507		171
Customer base	615		347		617		300
Developed technology	853		742		865		717
Other	233		157		214		145
Total		$4,483		$1,928		$4,335		$1,721

Amortization expense for acquired finite-lived intangible assets for the years ended December 31, 2013 and 2012 was $205 and $213. Estimated amortization expense for the five succeeding years is as follows:

	2014		2015		2016		2017		2018
Estimated amortization expense		$219		$214		$199		$193		$186

During 2013 and 2012 we acquired $144 and $277 of finite-lived intangible assets, of which $0 and $213 related to non-cash investing and financing transactions. Total acquired finite-lived intangibles of $182 and $352 remain unpaid as of December 31, 2013 and 2012.

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Note 3 – Earnings Per Share

Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.

Basic earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the basic weighted average common shares outstanding.

Diluted earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the diluted weighted average common shares outstanding.

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

(In millions - except per share amounts)

Years ended December 31,	2013		2012		2011
Net earnings		$4,585		$3,900		$4,018
Less: earnings available to participating securities	7		8		9
Net earnings available to common shareholders		$4,578		$3,892		$4,009
Basic
Basic weighted average shares outstanding	760.8		758.0		746.6
Less: participating securities	1.9		2.3		2.5
Basic weighted average common shares outstanding	758.9		755.7		744.1
Diluted
Basic weighted average shares outstanding	760.8		758.0		746.6
Dilutive potential common shares(1)	8.7		5.8		6.5
Diluted weighted average shares outstanding	769.5		763.8		753.1
Less: participating securities	1.9		2.3		2.5
Diluted weighted average common shares outstanding	767.6		761.5		750.6
Net earnings per share:
Basic		$6.03		$5.15		$5.39
Diluted	5.96		5.11		5.34

⁽¹⁾  Diluted EPS includes any dilutive impact of stock options, restricted stock units and Performance Awards.

The shares included in the following table were not included in the computation of diluted earnings per share because the effect was antidilutive. However, these shares may be dilutive potential common shares in the future.

(Shares in millions)

Years ended December 31,	2013	2012	2011
Stock options	4.8	23.6	21.1
Performance Awards	4.2	4.9	1.5

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Note 4 – Income Taxes

The components of earnings before income taxes were:

Years ended December 31,	2013		2012		2011
U.S.		$5,946		$5,647		$5,083
Non-U.S.	286		263		310
Total		$6,232		$5,910		$5,393

Income tax expense/(benefit) consisted of the following:

Years ended December 31,	2013			2012			2011
Current tax expense
U.S. federal		($82	)		$657			($605	)
Non-U.S.	76			52			93
U.S. state	11			19			(22		)
Total current	5			728			(534		)
Deferred tax expense
U.S. federal	1,531			1,209			1,856
Non-U.S.	41			(13		)	(8		)
U.S. state	69			83			68
Total deferred	1,641			1,279			1,916
Total income tax expense		$1,646			$2,007			$1,382

Net income tax payments were $209, $410, and $57 in 2013, 2012 and 2011, respectively.

Our effective income tax rates were 26.4%, 34.0% and 25.6% for the years ended December 31, 2013, 2012 and 2011, respectively. Our 2013 effective tax rate is lower than 2012 primarily due to the inclusion of the U.S. research and development tax credit (research tax credit) in 2013, which was not available in 2012, and the recognition of previously unrecognized tax benefits as a result of new regulations described below. In 2013, President Obama signed into law the American Taxpayer Relief Act of 2012 that retroactively renewed the research tax credit for 2012 and extended the credit through December 31, 2013. As tax law changes are recognized in the period in which new legislation is enacted, the 2012 research tax credit of $145 was recorded in the first quarter of 2013. Our 2012 effective tax rate was higher than 2011, primarily due to tax benefits of $397 recorded in 2011 as a result of federal income tax audit settlements in addition to research tax credits which were not available in 2012. The research tax credit expired on December 31, 2013. If the research tax credit is not extended there would be an unfavorable impact to our 2014 effective income tax rate.

On September 5, 2013, the Internal Revenue Service (IRS) issued proposed regulations that amend the definition of research and experimental (R&E) expenditures. The regulations provided clarity regarding the categories of expense that can be considered when computing the research tax credit. Based upon our analysis of the regulations, $212 of previously unrecognized tax benefits related to research tax credits were recorded as a reduction to tax expense in the fourth quarter of 2013.

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The following is a reconciliation of the U.S. federal statutory tax rate of 35% to our effective income tax rate:

Years ended December 31,	2013		2012		2011
U.S. federal statutory tax	35.0	%	35.0	%	35.0	%
Research and development credits	(4.9	)	0.8		(2.7	)
Proposed amendments to the R&E regulations	(3.4	)
Tax on international activities	(0.1	)	(1.2	)	(0.6	)
Tax deductible dividends	(0.6	)	(0.7	)	(0.8	)
State income tax provision, net of effect on U.S. federal tax	0.4		0.8		0.7
Federal audit settlement					(7.4	)
Other provision adjustments			(0.7	)	1.4
Effective income tax rate	26.4	%	34.0	%	25.6	%

Federal income tax audits have been settled for all years prior to 2007. The years 2009-2010 are currently being examined by the IRS. The matters under consideration by IRS Appeals for tax years 2007-2008 are in the final phase of review with the Joint Committee on Taxation. We are also subject to examination in major state and international jurisdictions for the 2001-2013 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Significant components of our deferred tax assets, net of deferred tax liabilities, at December 31 were as follows:

	2013			2012
Retiree health care accruals		$2,458			$2,867
Inventory and long-term contract methods of income recognition, fixed assets and other (net of valuation allowance of $20 and $27)	(9,948		)	(7,151		)
Partnerships and joint ventures	(62		)	(162		)
Other employee benefits accruals	1,773			1,427
In-process research and development related to acquisitions	23			37
Net operating loss, credit and capital loss carryovers (net of valuation allowance of $105 and $94)	362			307
Pension asset	3,099			6,232
Customer and commercial financing	(990		)	(1,078		)
Unremitted earnings of non-U.S. subsidiaries	(44		)	(49		)
Other net unrealized losses	26			(17		)
Net deferred tax (liabilities)/assets(1)		($3,303	)		$2,413

⁽¹⁾  Of the deferred tax asset for net operating loss and credit carryovers, $295 expires in years ending from December 31, 2014 through December 31, 2033 and $67 may be carried over indefinitely. Included in the net deferred tax (liabilities)/assets as of December 31, 2013 and 2012 are deferred tax assets in the amounts of $5,818 and $10,210 related to Accumulated other comprehensive loss.

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Net deferred tax (liabilities)/assets at December 31 were as follows:

	2013			2012
Deferred tax assets		$12,486			$16,580
Deferred tax liabilities	(15,664		)	(14,046		)
Valuation allowance	(125		)	(121		)
Net deferred tax (liabilities)/assets		($3,303	)		$2,413

The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

We have provided for U.S. deferred income taxes and foreign withholding tax in the amount of $44 on undistributed earnings not considered indefinitely reinvested in our non-U.S. subsidiaries. We have not provided for U.S. deferred income taxes or foreign withholding tax on the remainder of undistributed earnings from our non-U.S. subsidiaries of approximately $775 because such earnings are considered to be indefinitely reinvested and it is not practicable to estimate the amount of tax that may be payable upon distribution.

As of December 31, 2013 and 2012, the amounts accrued for the payment of income tax-related interest and penalties included in the Consolidated Statements of Financial Position were as follows: interest of $12 and $11 and penalties of $8 and $11. The amounts of interest benefit included in the Consolidated Statements of Operations were $4, $43, and $94 for the years ended December 31, 2013, 2012 and 2011, respectively. The interest benefit recorded during 2012 was primarily related to the settlement of non-US audits. The interest benefit recorded during 2011 was primarily related to federal audit settlements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2013			2012			2011
Unrecognized tax benefits – January 1		$1,055			$939			$1,198
Gross increases – tax positions in prior periods	10			55			154
Gross decreases – tax positions in prior periods	(125		)	(20		)	(383		)
Gross increases – current-period tax positions	202			83			28
Gross decreases – current-period tax positions	(1		)	(1		)	(15		)
Settlements				(1		)	(42		)
Lapse of statute of limitations							(1		)
Unrecognized tax benefits – December 31		$1,141			$1,055			$939

As of December 31, 2013, 2012 and 2011, the total amount of unrecognized tax benefits was $1,141, $1,055, and $939 of which $1,018, $945, and $838 would affect the effective tax rate, if recognized. As of December 31, 2013, these amounts are primarily associated with U.S. federal tax issues such as the amount of research tax credits claimed, the domestic production activities deductions claimed and U.S. taxation of foreign earnings. Also included in these amounts are accruals for domestic state tax issues such as the allocation of income among various state tax jurisdictions and the amount of state tax credits claimed.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty. It is reasonably possible that within the next 12 months we will resolve the matters presently under consideration for the 2007-2010 tax years with the IRS. Depending on the timing and outcome of the audit settlements, unrecognized tax benefits that affect the effective tax rate could increase earnings by up to $245 based on current estimates.

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Note 5 – Accounts Receivable

Accounts receivable at December 31 consisted of the following:

	2013			2012
U.S. government contracts		$3,604			$2,788
Defense, Space & Security customers (1)	1,073			1,196
Commercial Airplanes customers	1,072			903
Reinsurance receivables	525			509
Other	376			294
Less valuation allowance	(104		)	(82		)
Total		$6,546			$5,608

⁽¹⁾  Excludes U.S. government contracts

The following table summarizes our accounts receivable under long-term contracts that were unbillable or related to outstanding claims as of December 31:

	Unbillable				Claims
	2013		2012		2013		2012
Current		$1,550		$1,316		$3		$26
Expected to be collected after one year	1,020		730		61		63
Total		$2,570		$2,046		$64		$89

Under contract accounting unbillable receivables on long-term contracts arise when the sales or revenues based on performance attainment, though appropriately recognized, cannot be billed yet under terms of the contract as of the balance sheet date. Any adjustment for the credit quality of unbillable receivables, if required, would be recorded as a direct reduction of revenue. Factors considered in assessing the collectability of unbillable receivables include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. Unbillable receivables related to commercial customers expected to be collected after one year were$179 and $230 at December 31, 2013 and 2012. Accounts receivable related to claims are items that we believe are earned, but are subject to uncertainty concerning their determination or ultimate realization.

Accounts receivable as of December 31, 2013, included $112 of unbillable receivables on a long-term contract with LightSquared, LLC (LightSquared) related to the construction of two commercial satellites. One of the satellites has been delivered, and the other is substantially complete but remains in Boeing’s possession. On May 14, 2012, LightSquared filed for Chapter 11 bankruptcy protection. We believe that our rights in the second satellite and related ground-segment assets are sufficient to protect the value of our receivables in the event LightSquared fails to make payments as contractually required or rejects its contract with us. Given the uncertainties inherent in bankruptcy proceedings, it is reasonably possible that we could incur losses related to these receivables in connection with the LightSquared bankruptcy.

Accounts receivable, other than those described above, expected to be collected after one year are not material.

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Note 6 – Inventories

Inventories at December 31 consisted of the following:

	2013			2012
Long-term contracts in progress		$12,608			$15,130
Commercial aircraft programs	48,065			40,389
Commercial spare parts, used aircraft, general stock materials and other	7,793			7,206
Inventory before advances and progress billings	68,466			62,725
Less advances and progress billings	(25,554		)	(24,974		)
Total		$42,912			$37,751

Long-Term Contracts in Progress

Long-term contracts in progress includes Delta launch program inventory that is being sold at cost to United Launch Alliance (ULA) under an inventory supply agreement that terminates on March 31, 2021. At December 31, 2013 and 2012, the inventory balance, net of advances, was $425 and $725. At December 31, 2013, $346 of this inventory related to unsold launches. See Note 12.

Inventory balances included $0 and $237 subject to claims or other uncertainties relating to the A-12 program at December 31, 2013 and 2012. See Note 20.

Capitalized precontract costs of $520 and $238 at December 31, 2013 and 2012, are included in inventories.

Commercial Aircraft Programs

At December 31, 2013 and 2012, commercial aircraft programs inventory included the following amounts related to the 787 program: $27,576 and $21,289 of work in process (including deferred production costs of $21,620 and $15,929), $2,189 and $1,908 of supplier advances, and $3,377 and $2,339 of unamortized tooling and other non-recurring costs. AtDecember 31, 2013, $16,882 of 787 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders and $8,115 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At December 31, 2013 and 2012, commercial aircraft programs inventory included the following amounts related to the 747 program: $1,554 and $1,292 of deferred production costs, net of previously recorded reach-forward losses, and $563 and $683 of unamortized tooling costs. At December 31, 2013, $1,163 of 747 deferred production costs and unamortized tooling are expected to be recovered from units included in the program accounting quantity that have firm orders and $954 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $3,465 and $2,989 at December 31, 2013 and 2012.

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Note 7 – Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment and consisted of the following at December 31:

	2013			2012
Financing receivables:
Investment in sales-type/finance leases		$1,699			$1,850
Notes	587			592
Operating lease equipment, at cost, less accumulated depreciation of $564 and $628	1,734			2,038
Gross customer financing	4,020			4,480
Less allowance for losses on receivables	(49		)	(60		)
Total		$3,971			$4,420

The components of investment in sales-type/finance leases at December 31 were as follows:

	2013			2012
Minimum lease payments receivable		$1,731			$1,987
Estimated residual value of leased assets	543			544
Unearned income	(575		)	(681		)
Total		$1,699			$1,850

Operating lease equipment primarily includes large commercial jet aircraft and regional jet aircraft. At December 31, 2013 and 2012, operating lease equipment included $83 and $354 of BCC equipment available for sale or re-lease. At December 31, 2013 and 2012, we had firm lease commitments for $57 and $266 of this equipment.

Financing receivable balances evaluated for impairment at December 31 were as follows:

	2013		2012
Individually evaluated for impairment		$95		$616
Collectively evaluated for impairment	2,191		1,826
Total financing receivables		$2,286		$2,442

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms. At December 31, 2013 and 2012, we individually evaluated for impairment customer financing receivables of $95 and $616. We determined that none of these were impaired at December 31, 2013 and $446 were impaired at December 31, 2012. We recorded no allowance for losses on these receivables as the collateral values exceed the carrying values of the receivables.

The average recorded investment in impaired financing receivables for the years ended December 31, 2013, 2012 and 2011, was $376, $466 and $517, respectively. Income recognition is generally suspended for financing receivables at the date full recovery of income and principal becomes not probable. Income is recognized when financing receivables become contractually current and performance is demonstrated by the customer. Interest income recognized on such receivables was $30, $6 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, we had no material receivables that were greater than 30 days past due.

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The change in the allowance for losses on financing receivables for the years ended December 31, 2013, 2012 and 2011, consisted of the following:

	2013			2012			2011
Beginning balance - January 1		($60	)		($70	)		($353	)
Customer financing valuation benefit	11			10			269
Write-offs							14
Ending balance - December 31		($49	)		($60	)		($70	)
Collectively evaluated for impairment		($49	)		($60	)		($70	)

The adequacy of the allowance for losses is assessed quarterly. Three primary factors influencing the level of our allowance for losses on customer financing receivables are customer credit ratings, default rates and collateral values. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by the major credit rating agencies. The customer financing valuation benefit recorded in 2011 was primarily driven by changes in the internal credit rating categories assigned to our receivable balances from AirTran Holdings, LLC.

Our financing receivable balances at December 31 by internal credit rating category are shown below:

Rating categories	2013		2012
BBB		$1,091		$1,201
BB	58		63
B	585		51
CCC	457		511
D			524
Other	95		92
Total carrying value of financing receivables		$2,286		$2,442

At December 31, 2013, our allowance primarily related to receivables with ratings of CCC and we applied default rates that averaged 46% to the exposure associated with those receivables.

In 2011, American Airlines, Inc. (American Airlines) filed for Chapter 11 bankruptcy protection. On December 9, 2013, American Airlines emerged from bankruptcy. Upon emergence from bankruptcy, the parent of American Airlines merged with US Airways Group, Inc., the parent of US Airways, to form American Airlines Group Inc., and American Airlines assumed all of the BCC financing agreements and underlying leases.

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Customer Financing Exposure Customer financing is collateralized by security in the related asset. The value of the collateral is closely tied to commercial airline performance and overall market conditions and may be subject to reduced valuation with market decline. Declines in collateral values are also a significant driver of our allowance for losses. Generally, out-of-production aircraft have experienced greater collateral value declines than in-production aircraft. Our customer financing portfolio is primarily collateralized by out-of-production aircraft. The majority of customer financing carrying values are concentrated in the following aircraft models:

	2013		2012
717 Aircraft ($444 and $465 accounted for as operating leases)(1)		$1,674		$1,781
757 Aircraft ($402 and $454 accounted for as operating leases)(1)	453		561
MD-80 Aircraft (Accounted for as sales-type finance leases)(1)	411		446
747 Aircraft ($183 and $221 accounted for as operating leases)	286		221
787 Aircraft (Accounted for as operating leases)	273		286
MD-11 Aircraft (Accounted for as operating leases)(1)	220		269
737 Aircraft ($138 and $193 accounted for as operating leases)	210		316
767 Aircraft ($60 and $63 accounted for as operating leases)	207		223

⁽¹⁾  Out-of-production aircraft

Charges related to customer financing asset impairment for the years ended December 31 were as follows:

	2013		2012			2011
Boeing Capital		$67		$73			$109
Other Boeing	14		(15		)	(36		)
Total		$81		$58			$73

Scheduled receipts on customer financing are as follows:

Year	2014		2015		2016		2017		2018		Beyond 2018
Principal payments on notes receivable		$216		$131		$41		$42		$45		$112
Sales-type/finance lease payments receivable	243		234		230		206		195		623
Operating lease equipment payments receivable	464		181		114		71		52		77

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Note 8 – Property, Plant and Equipment

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

	2013			2012
Land		$562			$531
Buildings and land improvements	11,068			10,696
Machinery and equipment	12,376			11,847
Construction in progress	1,288			1,231
Gross property, plant and equipment	25,294			24,305
Less accumulated depreciation	(15,070		)	(14,645		)
Total		$10,224			$9,660

Depreciation expense was $1,338, $1,248 and $1,119 for the years ended December 31, 2013, 2012 and 2011, respectively. Interest capitalized during the years ended December 31, 2013, 2012 and 2011 totaled $87, $74 and $57, respectively.

Rental expense for leased properties was $287, $276 and $270, for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013, minimum rental payments under capital leases aggregated $134. Minimum rental payments under operating leases with initial or remaining terms of one year or more aggregated $1,401, net of sublease payments of $14 at December 31, 2013. Payments due under operating and capital leases net of sublease amounts and non-cancellable future rentals during the next five years are as follows:

	2014		2015		2016		2017		2018
Minimum operating lease payments, net of sublease amounts		$223		$171		$142		$120		$95
Minimum capital lease payments, net of sublease amounts	61		37		22		14		0

Accounts payable related to purchases of property, plant and equipment were $213 and $234 for the years ended December 31, 2013 and 2012.

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Note 9 – Investments

Our investments, which are recorded in Short-term and other investments or Investments, consisted of the following at December 31:

	2013		2012
Time deposits		$6,090		$3,135
Pledged money market funds(1)	46		56
Available-for-sale investments	8		9
Equity method investments (2)	1,164		1,137
Restricted cash(3)	33		25
Other investments	33		35
Total		$7,374		$4,397

⁽¹⁾  Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.

⁽²⁾  Dividends received were $226 and $341 during 2013 and 2012. Retained earnings at December 31, 2013 include undistributed earnings from our equity method investments of $144.

⁽³⁾  Restricted to pay certain claims related to workers’ compensation and life insurance premiums for certain employees.

Equity Method Investments

Our equity method investments consisted of the following as of December 31:

	Segment	Ownership Percentages	Investment Balance
			2013		2012
United Launch Alliance	Network & Space Systems (N&SS)	50%		$970		$946
Other	Commercial Airplanes, N&SS and Global Services & Support (GS&S)		194		191
Total Equity method investments				$1,164		$1,137

Note 10 – Other Assets

Sea Launch

At December 31, 2013 and 2012, Other assets included $356 of receivables related to our former investment in the Sea Launch venture which became payable by certain Sea Launch partners following Sea Launch’s bankruptcy filing in June 2009. The $356 includes $147 related to a payment made by us under a bank guarantee on behalf of Sea Launch and $209 related to loans (partner loans) we made to Sea Launch. The net amounts owed to Boeing by each of the partners are as follows: S.P. Koroley Rocket and Space Corporation Energia of Russia – $223, PO Yuzhnoye Mashinostroitelny Zavod of Ukraine – $89 and KB Yuzhnoye of Ukraine – $44.

Although each partner is contractually obligated to reimburse us for its share of the bank guarantee, the Russian and Ukrainian partners have raised defenses to enforcement and contested our claims. On October 19, 2009, we filed a Notice of Arbitration with the Stockholm Chamber of Commerce seeking reimbursement from the other Sea Launch partners of the$147 bank guarantee payment. On October 7, 2010, the arbitrator ruled that the Stockholm Chamber of Commerce lacked jurisdiction to hear the matter

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but did not resolve the merits of our claim. We filed a notice appealing the arbitrator’s ruling on January 11, 2011. The Ukrainian partners responded to our appeal on June 30, 2012 and the Russian partner responded on July 3, 2012. We filed replies on September 20, 2012. On February 1, 2013, we filed an action in the United States District Court for the Central District of California seeking reimbursement from the other Sea Launch partners of the $147 bank guarantee payment and the $209 partner loan obligations. We believe the partners have the financial wherewithal to pay and intend to pursue vigorously all of our rights and remedies. In the event we are unable to secure reimbursement of $147 related to our payment under the bank guarantee and $209 related to partner loans made to Sea Launch, we could incur additional pre-tax charges of up to $356.

Note 11 – Liabilities, Commitments and Contingencies

Accrued Liabilities

Accrued liabilities at December 31 consisted of the following:

	2013		2012
Accrued compensation and employee benefit costs		$6,158		$5,769
Environmental	649		710
Product warranties	1,570		1,572
Forward loss recognition	360		387
Dividends payable	542		367
Other	4,852		4,190
Total		$14,131		$12,995

Environmental

The following table summarizes environmental remediation activity during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$710			$758
Reductions for payments made	(120		)	(121		)
Changes in estimates	59			73
Ending balance – December 31		$649			$710

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios which include 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 December 31, 2013 and 2012, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $928 and $865.

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Product Warranties

The following table summarizes product warranty activity recorded during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$1,572			$1,046
Additions for current year deliveries	595			678
Reductions for payments made	(419		)	(315		)
Changes in estimates	(178		)	163
Ending balance - December 31		$1,570			$1,572

Commercial Aircraft Commitments

In conjunction with signing definitive agreements for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. The probability that trade-in commitments will be exercised is determined by using both quantitative information from valuation sources and qualitative information from other sources. The probability of exercise is assessed quarterly, or as events trigger a change, and takes into consideration the current economic and airline industry environments. Trade-in commitments, which 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 December 31, 2013 have expiration dates from 2014 through 2023. At December 31, 2013 and 2012, total contractual trade-in commitments were $1,605 and $1,535. As of December 31, 2013 and 2012, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $325 and $108 and the fair value of the related trade-in aircraft was $325 and $108.

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, totaled $17,987 and $18,083 as of December 31, 2013 and 2012. The estimated earliest potential funding dates for these commitments as of December 31, 2013 are as follows:

	Total
2014		$2,309
2015	2,914
2016	3,257
2017	3,026
2018	1,930
Thereafter	4,551
		$17,987

As of December 31, 2013 all of these financing commitments related to customers we believe have less than investment-grade credit. We have concluded that no reserve for future potential losses is required for these financing commitments based upon the terms, such as collateralization and interest rates, under which funding would be provided.

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Standby Letters of Credit and Surety Bonds

We have entered into standby letters of credit and surety bonds with financial institutions primarily relating to the guarantee of our future performance on certain contracts. Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $4,376 and $4,545 as of December 31, 2013 and 2012.

Commitments to ULA

We and Lockheed Martin Corporation have each committed to provide ULA with up to $527 of additional capital contributions in the event ULA does not have sufficient funds to make a required payment to us under an inventory supply agreement. See Note 6.

C-17

In September 2013, we decided to end production of C-17 aircraft in 2015 and recorded charges of $92, primarily for pension curtailment costs. We plan to produce 20 C-17 aircraft in 2014 and 2015 before ending production. At December 31, 2013, our backlog included 6 international orders for C-17 aircraft that are scheduled for delivery through mid-2014 and we have active sales campaigns for the remaining 14 unsold aircraft. We are currently incurring costs and have made commitments to suppliers related to the unsold aircraft. We believe it is probable that we will recover costs related to the unsold aircraft from international customer orders. Should orders for the 14 unsold aircraft not materialize or should we decide to discontinue production of unsold aircraft, we could incur charges to write-down inventory and/or record termination liabilities. At December 31, 2013, we had approximately $430 of capitalized precontract costs and $420 of potential termination liabilities to suppliers associated with the unsold aircraft.

Company Owned Life Insurance

McDonnell Douglas Corporation insured its executives with Company Owned Life Insurance (COLI), which are life insurance policies with a cash surrender value. Although we do not use COLI currently, these obligations from the merger with McDonnell Douglas are still a commitment at this time. We have loans in place to cover costs paid or incurred to carry the underlying life insurance policies. As of December 31, 2013 and 2012, the cash surrender value was $451 and $423 and the total loans were $425 and $400. As we have the right to offset the loans against the cash surrender value of the policies, we present the net asset in Other assets on the Consolidated Statements of Financial Position as of December 31, 2013 and 2012.

United States Government Defense Environment Overview

U.S. government appropriation levels remain subject to significant uncertainty. In August 2011, the Budget Control Act (The Act) established limits on U.S. government discretionary spending, including a reduction of defense spending by approximately $490 billion between the 2012 and 2021 U.S. government fiscal years. The Act also provided that the defense budget would face “sequestration” cuts of up to an additional $500 billion during that same period to the extent that discretionary spending limits are exceeded. The impact of sequestration cuts was reduced with respect to FY2014 and FY2015 following the enactment of The Bipartisan Budget Act in December 2013. However, significant uncertainty remains with respect to overall levels of defense spending and it is likely that U.S. government discretionary spending levels will continue to be subject to significant pressure, including risk of future sequestration cuts.

In addition, there continues to be significant uncertainty with respect to program-level appropriations for the U.S. Department of Defense (U.S. DoD) and other government agencies (including the National Aeronautics and Space Administration) within the overall budgetary framework described above. While

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the FY2014 appropriations finalized in January 2014 included funding for Boeing’s major programs, uncertainty remains about how defense budgets in FY2015 and beyond will affect Boeing’s programs. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company’s operations, financial position and/or cash flows.

In addition to the risks described above, if Congress is unable to pass appropriations bills in a timely manner, a government shutdown could result which could have impacts above and beyond those resulting from budget cuts or sequestration impacts. For example, requirements to furlough employees in the U.S. DoD or other government agencies could result in payment delays, impair our ability to perform work on existing contracts, and/or negatively impact future orders.

BDS Fixed-Price Development Contracts

Fixed-price development work is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work. BDS fixed-price contracts with significant development work include Airborne Early Warning and Control, India P-8I, Saudi Arabia F-15, USAF KC-46A Tanker and commercial and military satellites. The operational and technical complexities of these contracts create financial risk, which could trigger termination provisions, order cancellations or other financially significant exposure. Changes to cost and revenue estimates could also result in lower margins or a material charge for reach-forward losses in 2014.

Recoverable Costs on Government Contracts

Our final incurred costs for each year are subject to audit and review for allowability by the U.S. government, which can result in payment demands related to costs they believe should be disallowed. We work with the U.S. government to assess the merits of claims and where appropriate reserve for amounts disputed. If we are unable to satisfactorily resolve disputed costs, we could be required to record an earnings charge and/or provide refunds to the U.S. government.

747 and 787 Commercial Airplane Programs

The development and initial production of new commercial airplanes and new commercial airplane derivatives, which include the 747 and 787, entail significant commitments to customers and suppliers as well as substantial investments in working capital, infrastructure and research and development. The 747 and 787 programs had gross margins that were breakeven or near breakeven during 2013.

Continued weakness in the air cargo market and lower-than-expected demand for large commercial passenger aircraft have resulted in pricing pressures and fewer 747 orders than anticipated. We continue to have a number of unsold 747 production positions. If market and production risks cannot be mitigated, the program could face a reach-forward loss that may be material.

The combination of production challenges, change incorporation, schedule delays and customer and supplier impacts has created significant pressure on 787 program profitability. If risks related to this program, including risks associated with planned production rate increases, or introducing the 787-9 and 787-10 derivatives as scheduled cannot be mitigated, the program could face additional customer claims and/or supplier assertions, as well as a reach-forward loss that may be material.

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Note 12 – Arrangements with Off-Balance Sheet Risk

We enter into arrangements with off-balance sheet risk in the normal course of business, primarily in the form of guarantees.

The following table provides quantitative data regarding our third party guarantees. The maximum potential payments represent a “worst-case scenario,” and do not necessarily reflect amounts that we expect to pay. Estimated proceeds from collateral and recourse represent the anticipated values of assets we could liquidate or receive from other parties to offset our payments under guarantees. The carrying amount of liabilities represents the amount included in Accrued liabilities.

	Maximum Potential Payments				Estimated Proceeds from Collateral/ Recourse				Carrying Amount of Liabilities
December 31,	2013		2012		2013		2012		2013		2012
Contingent repurchase commitments		$1,872		$2,065		$1,871		$2,065		$5		$5
Indemnifications to ULA:
Contributed Delta program launch inventory	127		137
Contract pricing	261		261						7		7
Other Delta contracts	227		232						8		8
Other indemnifications	106		137						28		32
Credit guarantees	35		13		27		4		2		2

Contingent Repurchase Commitments The repurchase price specified in contingent repurchase commitments is generally lower than the expected fair value at the specified repurchase date. Estimated proceeds from collateral/recourse in the table above represent the lower of the contracted repurchase price or the expected fair value of each aircraft at the specified repurchase date.

Indemnifications to ULA In 2006, we agreed to indemnify ULA through December 31, 2020 against potential non-recoverability and non-allowability of $1,360 of Boeing Delta launch program inventory included in contributed assets plus $1,860 of inventory subject to an inventory supply agreement which ends on March 31, 2021. Since inception, ULA has consumed $1,233 of the $1,360 of inventory that was contributed by us and has yet to consume $127. ULA has made advance payments of $1,380 to us and we have recorded revenues and cost of sales of $1,049 under the inventory supply agreement through December 31, 2013.

We agreed to indemnify ULA against potential losses that ULA may incur in the event ULA is unable to obtain certain additional contract pricing from the U.S. Air Force (USAF) for four satellite missions. We believe ULA is entitled to additional contract pricing. In December 2008, ULA submitted a claim to the USAF to re-price the contract value for two satellite missions. In March 2009, the USAF issued a denial of that claim. In June 2009, ULA filed a notice of appeal, and in October 2009, ULA filed a complaint before the Armed Services Board of Contract Appeals (ASBCA) for a contract adjustment for the price of the two satellite missions. In September 2009, the USAF exercised its option for a third satellite mission. During the third quarter of 2010, ULA submitted a claim to the USAF to re-price the contract value of the third mission. The USAF did not exercise an option for a fourth mission prior to the expiration. In March 2011, ULA filed a notice of appeal before the ASBCA, seeking to re-price the third mission. The hearing before the ASBCA concluded on December 20, 2013 and a post-trial briefing is expected by May 2014. If ULA is unsuccessful in obtaining additional pricing, we may be responsible for a portion of the shortfall and may record up to $278 in pre-tax losses associated with the three missions, representing up to $261 for the indemnification payment and up to $17 for our portion of additional contract losses incurred by ULA.

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Potential payments for Other Delta contracts include $85 related to deferred support costs. In June 2011, the Defense Contract Management Agency (DCMA) notified ULA that it had determined that $271 of deferred support costs are not recoverable under government contracts. In December 2011, the DCMA notified ULA of the potential non-recoverability of an additional $114 of deferred production costs. The DCMA has not yet issued a final decision related to the recoverability of the $114. ULA and Boeing believe that all costs are recoverable and in November 2011, ULA filed a certified claim with the USAF for collection of deferred support and production costs. The USAF issued a final decision denying ULA’s certified claim in May 2012. On June 14, 2012, Boeing and ULA filed a suit in the Court of Federal Claims seeking recovery of the deferred support and production costs from the U.S. government. On November 9, 2012, the U.S. government filed an answer to our claim and asserted a counterclaim for credits that it alleges were offset by deferred support cost invoices. We believe that the U.S. government’s counterclaim is without merit, and have filed an answer challenging it on multiple grounds. The litigation proceeds, with no trial date having yet been set. If, contrary to our belief, it is determined that some or all of the deferred support or production costs are not recoverable, we could be required to record pre-tax losses and make indemnification payments to ULA for up to $317 of the costs questioned by the DCMA.

Other Indemnifications As part of the 2004 sale agreement with General Electric Capital Corporation related to the sale of Boeing Capital’s (BCC) Commercial Financial Services business, BCC is involved in a loss sharing arrangement for losses on transferred portfolio assets, such as asset sales, provisions for loss or asset impairment charges offset by gains from asset sales. At December 31, 2013 and 2012, our maximum future cash exposure to losses associated with the loss sharing arrangement was $106 and $137 and our accrued liability under the loss sharing arrangement was $28 and $32.

In conjunction with our sales of Electron Dynamic Devices, Inc. and Rocketdyne Propulsion and Power businesses and our Commercial Airplanes facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma, we agreed to indemnify, for an indefinite period, the buyers for costs relating to pre-closing environmental conditions and certain other items. It is impossible to assess the potential number of future claims that may be asserted under these indemnifications, nor the amounts thereof (if any). As a result, we cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded. To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 11.

Credit Guarantees We have issued credit guarantees, principally to facilitate the sale and/or financing of commercial aircraft. Under these arrangements, we are obligated to make payments to a guaranteed party in the event that lease or loan payments are not made by the original lessee or debtor or certain specified services are not performed. A substantial portion of these guarantees has been extended on behalf of original lessees or debtors with less than investment-grade credit. Our commercial aircraft credit guarantees are collateralized by the underlying commercial aircraft and certain other assets. Current outstanding credit guarantees expire within the next seven years.

Industrial Revenue Bonds

Industrial Revenue Bonds (IRB) issued by the City of Wichita were used to finance the purchase and/or construction of real and personal property at our Wichita site. Tax benefits associated with IRBs include a ten-year property tax abatement and a sales tax exemption from the Kansas Department of Revenue. We record the property on our Consolidated Statements of Financial Position, along with a capital lease obligation to repay the proceeds of the IRB. We have also purchased the IRBs and therefore are the bondholders as well as the borrower/lessee of the property purchased with the IRB proceeds.

The capital lease obligation and IRB asset are recorded net in the Consolidated Statements of Financial Position. As of December 31, 2013 and 2012, the assets and liabilities associated with the City of Wichita IRBs were $690 and $738.

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Note 13 – Debt

On May 3, 2013, we issued $350 of fixed rate senior notes due May 15, 2018 (Fixed Rate Senior Notes) and $150 of floating rate senior notes due November 3, 2014 (Floating Rate Senior Notes). The Fixed Rate Senior Notes bear an annual interest rate of 0.95%, and may be redeemed at our option at any time for a redemption price equal to the full principal amount plus any accrued and unpaid interest and a make-whole premium. The Floating Rate Senior Notes bear an annual interest rate of three-month LIBOR plus one basis point, and are not redeemable prior to maturity. The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness. The net proceeds of the issuance totaling $494, after deducting underwriting discounts, commissions and offering expenses, were used to fund BCC.

Interest incurred, including amounts capitalized, was $548, $625 and $683 for the years ended December 31, 2013, 2012 and 2011, respectively. Interest expense recorded by BCC is reflected as a separate line item on our Consolidated Statements of Operations, and is included in Earnings from operations. Total Company interest payments were $551, $614 and $626 for the years ended December 31, 2013, 2012 and 2011, respectively.

We have $4,845 currently available under credit line agreements, of which $2,392 is a 364-day revolving credit facility expiring in November 2014 and $2,453 is a five-year credit facility, of which $2,393 expires in November 2018 and $60 in November 2017. The 364-day credit facility has a one-year term out option which allows us to extend the maturity of any borrowings one year beyond the aforementioned expiration date. We continue to be in full compliance with all covenants contained in our debt or credit facility agreements.

Short-term debt and current portion of long-term debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities		$1,370		$1,224
Non-recourse debt and notes	32		51
Capital lease obligations	68		96
Other notes	93		65
Total		$1,563		$1,436

Debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities
Variable rate: 3-month USD LIBOR plus 1 basis point due 2014		$150
0.95% - 5.00% due through 2023	4,832			$4,521
5.80% - 6.88% due through 2043	2,392		3,591
7.25% – 8.75% due through 2043	1,672		1,672
Non-recourse debt and notes
4.12% - 4.84% notes due through 2013			13
6.98% - 7.38% notes due through 2021	233		231
Capital lease obligations due through 2017	151		179
Other notes	205		202
Total debt		$9,635		$10,409

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Total debt is attributable to:

	2013		2012
BCC		$2,577		$2,742
Other Boeing	7,058		7,667
Total debt		$9,635		$10,409

At December 31, 2013, $256 of debt (non-recourse debt and notes and capital lease obligations) was collateralized by customer financing assets totaling $404.

Scheduled principal payments for debt and minimum capital lease obligations for the next five years are as follows:

	2014		2015		2016		2017		2018
Scheduled principal payments		$1,562		$888		$1,075		$58		$638

Note 14 – Postretirement Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. We fund our major pension plans through trusts. Pension assets are placed in trust solely for the benefit of the plans’ participants, and are structured to maintain liquidity that is sufficient to pay benefit obligations as well as to keep pace over the long-term with the growth of obligations for future benefit payments.

We also have other postretirement benefits (OPB) other than pensions which consist principally of health care coverage for eligible retirees and qualifying dependents, and to a lesser extent, life insurance to certain groups of retirees. Retiree health care is provided principally until age 65 for approximately half those retirees who are eligible for health care coverage. Certain employee groups, including employees covered by most United Auto Workers bargaining agreements, are provided lifetime health care coverage.

The funded status of the plans is measured as the difference between the plan assets at fair value and the projected benefit obligation (PBO). We have recognized the aggregate of all overfunded plans in Other assets, and the aggregate of all underfunded plans in either Accrued retiree health care or Accrued pension plan liability, net. The portion of the amount by which the actuarial present value of benefits included in the PBO exceeds the fair value of plan assets, payable in the next 12 months, is reflected in Accrued liabilities. The components of net periodic benefit cost were as follows:

	Pension									Other Postretirement Benefits
Years ended December 31,	2013			2012			2011			2013			2012			2011
Service cost		$1,886			$1,649			$1,406			$148			$146			$221
Interest cost	2,906			3,005			3,116			263			313			484
Expected return on plan assets	(3,874		)	(3,831		)	(3,741		)	(6		)	(7		)	(6		)
Amortization of prior service costs	196			225			244			(180		)	(197		)	(96		)
Recognized net actuarial loss	2,231			1,937			1,254			95			119			178
Settlement and curtailment loss	104			25			64						(1		)	3
Net periodic benefit cost		$3,449			$3,010			$2,343			$320			$373			$784
Net periodic benefit cost included in Earnings from operations		$3,036			$2,407			$1,648			$353			$543			$692

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During the quarter ended September 30, 2011, we determined the accumulated benefit obligation (ABO) for certain other postretirement benefit plans was understated. As a result, we recognized an additional $294 of postretirement benefit obligations at September 30, 2011. This increased net periodic benefit cost during 2011 by $184, which includes service cost of $73, interest cost of $68 and recognized net actuarial loss of $43.

Under our accounting policy, a portion of net periodic benefit cost is allocated to production as inventoried costs. Of the $184 increase in net periodic benefit cost described above, the associated cost included in Earnings from operations was $161 for the quarter ended September 30, 2011, with the remaining cost of $23 classified as inventory.

The following tables show changes in the benefit obligation, plan assets and funded status of both pensions and OPB for the years ended December 31, 2013 and 2012. Benefit obligation balances presented below reflect the PBO for our pension plans, and accumulated postretirement benefit obligations (APBO) for our OPB plans.

	Pension						Other Postretirement Benefits
	2013			2012			2013			2012
Change in benefit obligation
Beginning balance		$75,895			$67,651			$7,981			$7,997
Service cost	1,886			1,649			148			146
Interest cost	2,906			3,005			263			313
Plan participants’ contributions	8			9
Amendments	111			13			4			12
Actuarial (gain)/loss	(9,205		)	6,378			(905		)	(53		)
Settlement/curtailment/other	(81		)	(76		)	(57		)	(1		)
Gross benefits paid	(2,874		)	(2,744		)	(451		)	(474		)
Subsidies							32			37
Exchange rate adjustment	(21		)	10			(7		)	4
Ending balance		$68,625			$75,895			$7,008			$7,981
Change in plan assets
Beginning balance at fair value		$56,178			$51,051			$110			$102
Actual return on plan assets	3,316			6,300			23			1
Company contribution	1,542			1,550			14			15
Plan participants’ contributions	8			9			3			3
Settlement/curtailment/other	(103		)	(71		)	11			10
Benefits paid	(2,792		)	(2,669		)	(21		)	(21		)
Exchange rate adjustment	(18		)	8
Ending balance at fair value		$58,131			$56,178			$140			$110
Amounts recognized in statement of financial position at December 31 consist of:
Other assets		$60			$5
Other accrued liabilities	(80		)	(71		)		($340	)		($343	)
Accrued retiree health care							(6,528		)	(7,528		)
Accrued pension plan liability, net	(10,474		)	(19,651		)
Net amount recognized		($10,494	)		($19,717	)		($6,868	)		($7,871	)

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Amounts recognized in Accumulated other comprehensive loss at December 31 were as follows:

	Pension				Other Postretirement Benefits
	2013		2012		2013			2012
Net actuarial loss		$15,460		$26,387		$561			$1,651
Prior service costs/(credits)	788		904		(614		)	(799		)
Total recognized in Accumulated other comprehensive loss		$16,248		$27,291		($53	)		$852

The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost during the year ended December 31, 2014 is as follows:

	Pension		Other Postretirement Benefits
Recognized net actuarial loss		$1,032		$7
Amortization of prior service costs/(credits)	178		(141		)
Total		$1,210		($134	)

The ABO for all pension plans was $63,491 and $69,312 at December 31, 2013 and 2012. Key information for our plans with ABO in excess of plan assets as of December 31 is as follows:

	2013		2012
Projected benefit obligation		$63,445		$75,851
Accumulated benefit obligation	58,334		69,272
Fair value of plan assets	52,905		56,129

Assumptions

The following assumptions, which are the weighted average for all plans, are used to calculate the benefit obligation at December 31 of each year and the net periodic benefit cost for the subsequent year.

December 31,	2013		2012		2011
Discount rate:
Pension	4.80	%	3.80	%	4.40	%
Other postretirement benefits	4.20	%	3.30	%	4.00	%
Expected return on plan assets	7.50	%	7.50	%	7.75	%
Rate of compensation increase	4.00	%	4.00	%	3.90	%

The discount rate for each plan is determined based on the plans’ expected future benefit payments using a yield curve developed from high quality bonds that are rated as Aa or better by at least half of the four rating agencies utilized as of the measurement date. The yield curve is fitted to yields developed from bonds at various maturity points. Bonds with the ten percent highest and the ten percent lowest yields are omitted. A portfolio of about 400 bonds is used to construct the yield curve. Since corporate bond yields are generally not available at maturities beyond 30 years, it is assumed that spot rates will remain level beyond that 30-year point. The present value of each plan’s benefits is calculated by applying the spot/discount rates to projected benefit cash flows. All bonds are U.S. issues, with a minimum outstanding of $50.

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The pension fund’s expected return on plan assets assumption is derived from a review of actual historical returns achieved by the pension trust and anticipated future long-term performance of individual asset classes. While consideration is given to recent trust performance and historical returns, the assumption represents a long-term, prospective return. The expected return on plan assets component of the net periodic benefit cost for the upcoming plan year is determined based on the expected return on plan assets assumption and the market-related value of plan assets (MRVA). Since our adoption of the accounting standard for pensions in 1987, we have determined the MRVA based on a five-year moving average of plan assets. As of December 31, 2013, the MRVA is approximately $1,340 less than the fair market value of assets.

Assumed health care cost trend rates were as follows:

December 31,	2013		2012		2011
Health care cost trend rate assumed next year	7.00	%	7.50	%	7.50	%
Ultimate trend rate	5.00	%	5.00	%	5.00	%
Year that trend reached ultimate rate	2018		2018		2018

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. To determine the health care cost trend rates we look at a combination of information including ongoing claims cost monitoring, annual statistical analyses of claims data, reconciliation of forecast claims against actual claims, review of trend assumptions of other plan sponsors and national health trends, and adjustments for plan design changes, workforce changes, and changes in plan participant behavior. A one-percentage-point change in assumed health care cost trend rates would have the following effect:

	Increase		Decrease
Effect on total of service and interest cost		$57		($47	)
Effect on postretirement benefit obligation	681		(575		)

Plan Assets

Investment Strategy The overall objective of our pension assets is to earn a rate of return over time to satisfy the benefit obligations of the pension plans and to maintain sufficient liquidity to pay benefits and address other cash requirements of the pension fund. Specific investment objectives for our long-term investment strategy include reducing the volatility of pension assets relative to pension liabilities, achieving a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified.

We periodically update our long-term, strategic asset allocations. We use various analytics to determine the optimal asset mix and consider plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. We identify investment benchmarks for the asset classes in the strategic asset allocation that are market-based and investable where possible.

Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions (such as private equity and real estate), and the timing of benefit payments and contributions. Short-term investments and exchange-traded derivatives are used to rebalance the actual asset allocation to the target asset allocation. The asset allocation is monitored and rebalanced on a monthly basis.

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The actual and target allocations by asset class for the pension assets at December 31 were as follows:

	Actual Allocations				Target Allocations
Asset Class	2013		2012		2013		2012
Fixed income	49	%	49	%	47	%	47	%
Global equity	29		29		26		26
Private equity	5		5		6		6
Real estate and real assets	8		8		11		11
Global strategies	4		4		4		4
Hedge funds	5		5		6		6
Total	100	%	100	%	100	%	100	%

Fixed income securities are invested broadly and primarily in long duration instruments. Global equity securities are invested broadly in U.S. and non-U.S. companies, across various industries and market capitalizations.

Real estate and real assets include global private investments that may be held through an investment in a limited partnership (LP) or other fund structures and publicly traded investments (such as Real Estate Investment Trusts (REIT) in the case of real estate). Real estate includes but is not limited to investments in office, retail, apartment and industrial properties. Real assets include but are not limited to investments in natural resources (such as energy, farmland and timber), commodities and infrastructure. Private equity investment vehicles are primarily limited partnerships (LPs) and fund-of-funds that mainly invest in U.S. and non-U.S. leveraged buyout, venture capital and special situation strategies.

Global strategies investments seek to capitalize on inefficiencies identified across different asset classes or markets, primarily using long-short positions in derivatives and physical securities. Hedge fund strategy types include, but are not limited to, event driven, relative value, long-short and multi-strategy.

Investment managers are retained for explicit investment roles specified by contractual investment guidelines. Certain investment managers are authorized to invest in derivatives, such as equity or bond futures, swaps, options and currency futures or forwards. Derivatives are used to achieve the desired market exposure of a security or an index, transfer value-added performance between asset classes, achieve the desired currency exposure, adjust portfolio duration or rebalance the total portfolio to the target asset allocation.

As a percentage of total pension plan assets, derivative net notional amounts were 18.3% and 10.0% for fixed income, including to-be-announced mortgage-backed securities and treasury forwards, and (2.2%) and (0.3)% for global equity, currency overlay and commodities at December 31, 2013 and 2012.

Risk Management In managing the plan assets, we review and manage risk associated with funded status risk, interest rate risk, market risk, counterparty risk, liquidity risk and operational risk. Liability matching and asset class diversification are central to our risk management approach and are integral to the overall investment strategy. Further, asset classes are constructed to achieve diversification by investment strategy, by investment manager, by industry or sector and by holding. Investment manager guidelines for publicly traded assets are specified and are monitored regularly through the custodian. Credit parameters for counterparties have been established for managers permitted to trade over-the-counter derivatives. Valuation is governed through several types of procedures, including reviews of manager valuation policies, custodian valuation processes, pricing vendor practices, pricing reconciliation, and periodic, security-specific valuation testing.

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Fair Value Measurements The following table presents our plan assets using the fair value hierarchy as of December 31, 2013 and 2012. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Fixed income securities:
Corporate		$15,262					$15,238			$24		$14,363					$14,360			$3
U.S. government and agencies	4,537					4,537					4,921					4,921
Mortgage backed and asset backed	1,040					491			549		752					191			561
Municipal	1,722					1,722					1,770					1,770
Sovereign	1,018					1,018					1,045					1,045
Common/collective/pooled funds	2,538				$16	2,522					2,346				$17	2,329
Other (1)	484					229			255		220			1		219
Derivatives:
Assets	55					55					36			1		35
Liabilities	(10		)			(10		)			(23		)			(23		)
Cash equivalents and other short-term investments	801					801					2,687			2,224		463
Currency overlay derivatives:
Assets	2					2					56					56
Liabilities	(3		)			(3		)			(55		)			(55		)
Equity securities:
U.S. common and preferred stock	6,919			6,919							6,144			6,144
Non-U.S. common and preferred stock	7,722			7,721					1		7,421			7,421
Common/collective/pooled funds	3,239			564		2,675					2,294			344		1,950
Derivatives:
Assets	4					4					19					19
Liabilities	(6		)			(6		)			(9		)			(9		)
Private equity (1)	2,968			10					2,958		2,942			26					2,916
Real estate and real assets:
Real estate	2,865			425		16			2,424		2,765			623		14			2,128
Real assets	1,506			336		464			706		1,327			286		377			664
Derivatives:
Assets	1					1					1					1
Liabilities	(1		)			(1		)			(2		)			(2		)
Global strategies	2,355					2,355					2,147					2,147
Hedge funds	2,776					1,667			1,109		2,736					1,263			1,473
Total		$57,794			$15,991		$33,777			$8,026		$55,903			$17,087		$31,071			$7,745
Cash		$87										$94
Receivables	458										388
Payables	(208		)								(207		)
Total		$58,131										$56,178

⁽¹⁾  Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013.

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Fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security’s relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

Common/collective/pooled funds are typically common or collective trusts valued at their net asset values (NAVs) that are calculated by the investment manager or sponsor of the fund and have daily or monthly liquidity. Derivatives included in the table above are over-the-counter and are primarily valued using an income approach with inputs that include benchmark yields, swap curves, cash flow analysis, rating agency data and interdealer broker rates. Exchange-traded derivative positions are reported in accordance with changes in daily variation margin which is settled daily and therefore reflected in the payables and receivables portion of the table.

Cash equivalents and other short-term investments (which are used to pay benefits) are held in a separate account which consists of a commingled fund (with daily liquidity) and separately held short-term securities and cash equivalents. All of the investments in this cash vehicle are valued daily using a market approach with inputs that include quoted market prices for similar instruments. In the event a market price is not available for instruments with an original maturity of one year or less, amortized cost is used as a proxy for fair value. Common and preferred stock equity securities are primarily valued using a market approach based on the quoted market prices of identical instruments.

Private equity and private debt NAV valuations are based on the valuation of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows and market based comparable data. For those investments reported on a one-quarter lagged basis (primarily LPs) we use NAVs, adjusted for subsequent cash flows and significant events.

Real estate and real asset NAV valuations are based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data. For those investments reported on a one-quarter lagged basis (primarily LPs) NAVs are adjusted for subsequent cash flows and significant events. Publicly traded REITs and infrastructure stocks are valued using a market approach based on quoted market prices of identical instruments. Exchange-traded commodities futures positions are reported in accordance with changes in daily variation margin which is settled daily and therefore reflected in the payables and receivables portion of the table.

Global strategies investments are primarily limited liability company (LLC) or mutual fund structures. The NAVs are based on valuation of the underlying investments, which are primarily valued using a market approach. The funds generally have monthly liquidity.

Hedge funds consist of fund-of-fund LLC structures and direct hedge funds. The NAVs of the fund-of-funds are based on the NAVs of the underlying hedge funds as well as any cash and accruals held at the fund-of-fund level. For direct hedge funds the NAVs are primarily based on valuation of the underlying investments. This is primarily done by applying a market or income valuation methodology depending on the specific type of security or instrument held. Redemptions in hedge funds are based on specific terms and conditions of the individual funds.

Investments in private equity, private debt, real estate, real assets, global strategies, and hedge funds are primarily calculated and reported by the General Partner (GP), fund manager or third party administrator. Pension assets invested in these structures rely on the NAV of these investments as the practical expedient for the valuations.

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The following tables present a reconciliation of Level 3 assets held during the year ended December 31, 2013 and 2012. Transfers into and out of Level 3 are reported at the beginning-of-year values.

	January 1, 2013 Balance		Net Realized and Unrealized Gains		Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2013 Balance
Fixed income securities:
Corporate		$3				$16			$5			$24
Mortgage backed and asset backed	561				(11		)	(1		)	549
Other (1)	245			$37	(27		)				255
Equity securities:
Non-U.S. common and preferred stock								1			1
Private equity (1)	2,671		536		(249		)				2,958
Real estate and real assets:
Real estate	2,128		232		64						2,424
Real assets	664		78		(36		)				706
Hedge funds	1,473		183		(627		)	80			1,109
Total		$7,745		$1,066		($870	)		$85			$8,026

⁽¹⁾ Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013.

For the year ended December 31, 2013, the change in unrealized gain for Level 3 assets still held at December 31, 2013 were $21 for other fixed income, $422 for private equity, $243 for real estate, $71 for real assets and $283 for hedge funds.

	January 1, 2012 Balance		Net Realized and Unrealized Gains/(Losses)			Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2012 Balance
Fixed income securities:
Corporate		$11		($12	)		$11			($7	)		$3
Mortgage backed and asset backed	11		41			151			358			561
Municipal	3								(3		)
Private equity	2,859		208			(151		)				2,916
Real estate and real assets:
Real estate	1,820		133			175						2,128
Real assets	547		45			72						664
Global strategies	75								(75		)
Hedge funds	2,451		104			52			(1,134		)	1,473
Total		$7,777		$519			$310			($861	)		$7,745

For the year ended December 31, 2012, the change in unrealized gain/(loss) for Level 3 assets still held at December 31, 2012 were ($12) for corporate, $36 for mortgage backed and asset backed, $113 for private equity, $579 for real estate, $62 for real assets and $101 for hedge funds.

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OPB Plan Assets The majority of OPB plan assets are invested in a balanced index fund which is comprised of approximately 60% equities and 40% debt securities. The index fund is valued using a market approach based on the quoted market price of an identical instrument (Level 1). The expected rate of return on these assets does not have a material effect on the net periodic benefit cost.

Cash Flows

Contributions Required pension contributions under the Employee Retirement Income Security Act (ERISA), as well as rules governing funding of our non-U.S. pension plans, are expected to be minimal in 2014. We expect to make discretionary contributions to our plans of approximately $750 in 2014. We expect to contribute approximately $12 to our OPB plans in 2014.

Estimated Future Benefit Payments The table below reflects the total pension benefits expected to be paid from the plans or from our assets, including both our share of the benefit cost and the participants’ share of the cost, which is funded by participant contributions. OPB payments reflect our portion only.

Year(s)	2014			2015			2016			2017			2018			2019-2023
Pensions		$3,173			$3,346			$3,522			$3,696			$3,865			$21,112
Other postretirement benefits:
Gross benefits paid	478			507			539			567			614			3,250
Subsidies	(39		)	(41		)	(41		)	(42		)	(43		)	(215		)
Net other postretirement benefits		$439			$466			$498			$525			$571			$3,035

Termination Provisions

Certain of the pension plans provide that, in the event there is a change in control of the Company which is not approved by the Board of Directors and the plans are terminated within five years thereafter, the assets in the plan first will be used to provide the level of retirement benefits required by ERISA, and then any surplus will be used to fund a trust to continue present and future payments under the postretirement medical and life insurance benefits in our group insurance benefit programs.

We have an agreement with the U.S. government with respect to certain pension plans. Under the agreement, should we terminate any of the plans under conditions in which the plan’s assets exceed that plan’s obligations, the U.S. government will be entitled to a fair allocation of any of the plan’s assets based on plan contributions that were reimbursed under U.S. government contracts.

Defined Contribution Plans

We provide certain defined contribution plans to all eligible employees. The principal plans are the Company-sponsored 401(k) plans. The expense for these defined contribution plans was $742, $708 and $658 in 2013, 2012 and 2011, respectively.

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Note 15 – Share-Based Compensation and Other Compensation Arrangements

Share-Based Compensation

Our 2003 Incentive Stock Plan, as amended and restated effective February 21, 2011, permits awards of incentive stock options, non-qualified stock options, restricted stock, stock units, performance shares, performance units and other incentives to our employees, officers, consultants and independent contractors. The aggregate number of shares of our stock available for issuance under the amended plan will not exceed 80,000,000 and no more than an aggregate of 16,000,000 shares are available for issuance as restricted stock awards.

Shares issued as a result of stock option exercises or conversion of stock unit awards will be funded out of treasury shares, except to the extent there are insufficient treasury shares, in which case new shares will be issued. We believe we currently have adequate treasury shares to meet any requirements to issue shares during 2014.

Share-based plans expense is primarily included in General and administrative expense since it is incentive compensation issued primarily to our executives. The share-based plans expense and related income tax benefit were as follows:

Years ended December 31,	2013		2012		2011
Stock options		$93		$85		$88
Restricted stock units and other awards	113		108		98
Share-based plans expense		$206		$193		$186
Income tax benefit		$76		$75		$73

Stock Options

In February 2013, 2012 and 2011, we granted to our executives 6,591,968, 6,114,922 and 5,426,910 options, respectively. The options have been granted with an exercise price equal to the fair market value of our stock on the date of grant and expire ten years after the date of grant. The stock options vest over a period of three years, with 34% vesting after the first year, 33% vesting after the second year and the remaining 33% vesting after the third year. If an executive terminates employment for any reason, the non-vested portion of the stock option will not vest and all rights to the non-vested portion will terminate completely.

Stock option activity for the year ended December 31, 2013 is as follows:

	Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Number of shares under option:
Outstanding at beginning of year	33,664,018		$71.81
Granted	6,698,861	76.35
Exercised	(15,605,753)	70.31
Forfeited	(926,233)	74.74
Expired	(63,150)	68.30
Outstanding at end of year	23,767,743		$73.97	6.81		$1,486
Exercisable at end of year	12,552,449		$72.70	5.11		$801

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The total intrinsic value of options exercised was $546, $89 and $67 during the years ended December 31, 2013, 2012 and 2011, respectively. Cash received from options exercised for the years ended December 31, 2013, 2012 and 2011 was $1,097, $120 and $114 with a related tax benefit of $190, $29 and $23, respectively, derived from the compensation deductions resulting from these option exercises. At December 31, 2013, there was $95 of total unrecognized compensation cost related to our stock option plan which is expected to be recognized over a weighted average period of 1.8 years. The grant date fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $89, $83 and $92, respectively.

The fair values of options were estimated using the Black-Scholes option-pricing model with the following assumptions:

Grant Year	Grant Date	Expected Life	Expected Volatility		Expected Dividend Yield		Risk Free Interest Rate		Weighted-Average Grant Date Fair Value Per Share
2013	2/25/2013	6 years	29.0	%	2.6	%	1.0	%		$15.85
2012	2/27/2012	6 years	29.9	%	2.4	%	1.1	%		$16.89
2011	2/22/2011	6 years	29.8	%	2.3	%	2.5	%		$17.96

The expected volatility of the stock options is based on a combination of our historical stock volatility and the volatility levels implied on the grant date by actively traded option contracts on our common stock. We determined the expected term of the stock option grants to be six years, calculated using the “simplified” method in accordance with the SEC Staff Accounting Bulletin 110. We use the “simplified” method since we changed the vesting terms, tax treatment and the recipients of our stock options beginning in 2006 such that we believe our historical data prior to 2006 does not provide a reasonable basis upon which to estimate expected term and we do not have enough option exercise data from our grants issued subsequent to 2006 to support our own estimate as a result of vesting terms and changes in the stock price.

Restricted Stock Units

In February 2013, 2012 and 2011, we granted to our executives 1,375,414, 1,369,810 and 1,364,440restricted stock units (RSUs) as part of our long-term incentive program with grant date fair values of $75.97, $75.40 and $71.44 per share, respectively. The RSUs granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date. If an executive terminates employment because of retirement, involuntary layoff, disability, or death, the employee (or beneficiary) will immediately vest on a proration of stock units based on active employment during the three-year service period. In all other cases, the RSUs will not vest and all rights to the stock units will terminate completely. In addition to RSUs awarded under our long-term incentive program, we grant RSUs to certain executives and employees to encourage retention or to reward various achievements. These RSUs are labeled other restricted stock units in the table below. The fair values of all RSUs are estimated using the average stock price on the date of grant. Stock units settle in common stock on a one-for-one basis and are not contingent upon stock price.

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Stock unit activity for the year ended December 31, 2013 is as follows:

	Incentive Program Restricted Stock Units			Other Restricted Stock Units
Number of units:
Outstanding at beginning of year	3,897,449			1,251,189
Granted	1,398,286			225,815
Dividends	72,405			21,573
Forfeited	(201,030		)	(15,614		)
Distributed	(1,444,793		)	(350,033		)
Outstanding at end of year	3,722,317			1,132,930
Unrecognized compensation cost		$104			$28
Weighted average remaining contractual life (years)	1.8			2.2

Other Compensation Arrangements

Performance Awards

Performance Awards are cash units that pay out based on the achievement of long-term financial goals at the end of a three-year period. Each unit has an initial value of $100 dollars. The amount payable at the end of the three-year performance period may be anywhere from $0 to $200 dollars per unit, depending on the Company’s performance against plan for a three-year period. The Compensation Committee has the discretion to pay these awards in cash, stock, or a combination of both after the three-year performance period. Compensation expense, based on the estimated performance payout, is recognized ratably over the performance period.

During 2013, 2012 and 2011, we granted Performance Awards to our executives with the payout based on the achievement of financial goals for each three-year period following the grant date. The minimum payout amount is $0 and the maximum amount we could be required to pay out for the 2013, 2012 and 2011 Performance Awards is $275, $259 and $248, respectively. The 2011 grant is expected to be paid out in cash in March 2014.

Deferred Compensation

The Company has a deferred compensation plan which permits executives to defer receipt of a portion of their salary, bonus, and certain other incentive awards. Participants can diversify deferred compensation among 23 investment funds including a Boeing stock unit account.

Total expense related to deferred compensation was $238, $75 and $59 in 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, the deferred compensation liability which is being marked to market was $1,258 and $1,104.

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Note 16 – Shareholders’ Equity

On October 29, 2007, the Board approved the repurchase of up to $7,000 of common stock (the 2007 Program). At December 31, 2013, $810 in shares may still be repurchased under the Program. On December 16, 2013, the Board approved a new repurchase plan (the 2013 Program) for up to $10,000 of common stock that commences following the completion of the 2007 Program. Unless terminated earlier by a Board resolution, the Program will expire when we have used all authorized funds for repurchase.

As of December 31, 2013 and 2012, there were 1,200,000,000 shares of common stock and 20,000,000 shares of preferred stock authorized. No preferred stock has been issued.

Changes in Share Balances

The following table shows changes in each class of shares:

	Common Stock	Treasury Stock
Balance at January 1, 2011	1,012,261,159	277,002,059
Issued		(9,800,174	)
Acquired		354,503
Balance at December 31, 2011	1,012,261,159	267,556,388
Issued		(11,935,423	)
Acquired		1,009,663
Balance at December 31, 2012	1,012,261,159	256,630,628
Issued		(17,903,704	)
Acquired		26,155,537
Balance at December 31, 2013	1,012,261,159	264,882,461

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Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive income/(loss) (AOCI) by component for the years ended December 31, 2013, 2012 and 2011 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, 2011		$232			($6	)		$95			($14,079	)			($13,758	)
Other comprehensive loss before reclassifications	(35		)	(2		)	(13		)	(3,721		)		(3,771		)
Amounts reclassified from AOCI							(16		)	1,045			(2)	1,029
Net current period Other comprehensive loss	(35		)	(2		)	(29		)	(2,676		)		(2,742		)
Balance at December 31, 2011		$197			($8	)		$66			($16,755	)			($16,500	)
Other comprehensive income/(loss) before reclassifications	17						25			(2,290		)		(2,248		)
Amounts reclassified from AOCI							(5		)	1,337			(2)	1,332
Net current period Other comprehensive income/(loss)	17						20			(953		)		(916		)
Balance at December 31, 2012		$214			($8	)		$86			($17,708	)			($17,416	)
Other comprehensive income/(loss) before reclassifications	(64		)				(75		)	6,093				5,954
Amounts reclassified from AOCI							(17		)	1,585			(2)	1,568
Net current period Other comprehensive income/(loss)	(64		)				(92		)	7,678				7,522
Balance at December 31, 2013		$150			($8	)		($6	)		($10,030	)			($9,894	)

⁽¹⁾  Net of tax.

⁽²⁾  Primarily relates to amortization of actuarial gains/losses for the years ended December 31, 20132012 and 2011 totaling $1,516, $1,304 and $909 (net of tax of ($849), ($752)and ($523)) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note 14.

Note 17 – Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges include foreign currency forward contracts, foreign currency option contracts, commodity swaps, and commodity purchase contracts. We use foreign currency forward and option contracts to manage currency risk associated with certain transactions, specifically forecasted sales and purchases made in foreign currencies. Our foreign currency contracts hedge forecasted transactions principally occurring within five years in the future, with certain contracts hedging transactions through 2023. We use commodity derivatives, such as swaps and fixed-price purchase commitments to hedge against potentially unfavorable price changes for items used in production. Our commodity contracts hedge forecasted transactions through 2017.

Fair Value Hedges

Interest rate swaps under which we agree to pay variable rates of interest are designated as fair value hedges of fixed-rate debt. The net change in fair value of the derivatives and the hedged items is reported in Boeing Capital interest expense.

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Derivative Instruments Not Receiving Hedge Accounting Treatment

We also hold certain derivative instruments, primarily foreign currency forward contracts, for risk management purposes that are not receiving hedge accounting treatment.

Notional Amounts and Fair Values

The notional amounts and fair values of derivative instruments in the Consolidated Statements of Financial Position as of December 31 were as follows:

	Notional amounts(1)				Other assets						Accrued liabilities
	2013		2012		2013			2012			2013			2012
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,524		$2,310		$122			$202			($64	)		($16	)
Interest rate contracts	313		388		13			26
Commodity contracts	72		99		2						(39		)	(71		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	259		412		12			3			(35		)	(42		)
Commodity contracts	9		15								(4		)	(8		)
Total derivatives		$3,177		$3,224	149			231			(142		)	(137		)
Netting arrangements					(63		)	(53		)	63			53
Net recorded balance						$86			$178			($79	)		($84	)

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

Gains/(losses) associated with our cash flow and undesignated hedging transactions and their effect on Other comprehensive income/(loss) and Net earnings were as follows:

Years ended December 31,	2013			2012
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
Foreign exchange contracts		($76	)		$35
Commodity contracts	1			(10		)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	37			35
Commodity contracts	(20		)	(30		)
Forward points recognized in Other income, net:
Foreign exchange contracts	34			22
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	17			(16		)

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $6 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months. Ineffectiveness related to our hedges recognized in Other income was insignificant for the years ended December 31, 2013 and 2012.

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We have derivative instruments with credit-risk-related contingent features. For foreign exchange contracts with original maturities of at least five years, our derivative counterparties could require settlement if we default on our five-year credit facility. For commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings. The fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position at December 31, 2013 was $7. At December 31, 2013, there was no collateral posted related to our derivatives.

Note 18 – Significant Group Concentrations of Risk

Credit Risk

Financial instruments involving potential credit risk are predominantly with commercial aircraft customers and the U.S. government. Of the $10,670 in gross accounts receivable and gross customer financing included in the Consolidated Statements of Financial Position as of December 31, 2013, $4,870 related predominantly to commercial aircraft customers ($924 of accounts receivable and $3,946 of customer financing) and $3,604 related to the U.S. government.

Of the $4,020 in gross customer financing, $2,720 related to customers we believe have less than investment-grade credit including American Airlines, United/Continental Airlines, and Hawaiian Airlines who were associated with 11%, 9% and 8%, respectively, of our financing portfolio. Financing for aircraft is collateralized by security in the related asset and in some instances security in other assets as well.

Other Risk

As of December 31, 2013, approximately 38% of our total workforce was represented by collective bargaining agreements and approximately 1% of our total workforce was represented by agreements expiring in 2014.

Note 19 – Fair Value Measurements

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. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Assets
Money market funds		$3,783			$3,783							$4,534			$4,534
Available-for-sale investments	8			6						$2	9			6						$3
Derivatives	86						$86				178						$178
Total assets		$3,877			$3,789		$86			$2		$4,721			$4,540		$178			$3
Liabilities
Derivatives		($79	)				($79	)				($84	)				($84	)
Total liabilities		($79	)				($79	)				($84	)				($84	)

Money market funds and available-for-sale equity securities are valued using a market approach based on the quoted market prices of identical instruments. Available-for-sale debt investments are primarily valued using an income approach based on benchmark yields, reported trades and broker/dealer quotes.

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Derivatives include foreign currency, commodity and interest rate contracts. Our foreign currency forward contracts are valued using an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the present value of the commodity index prices less the contract rate multiplied by the notional amount. The fair value of our interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve.

Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the years ended December 31, and the fair value and asset classification of the related assets as of the impairment date:

	2013					2012
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$216		($81	)		$75		($55	)
Property, plant and equipment	40		(15		)	21		(21		)
Total		$256		($96	)		$96		($76	)

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

Property, plant and equipment was primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

For Level 3 assets that were measured at fair value on a non-recurring basis during the year ended December 31, 2012, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

	Fair Value	Valuation Technique(s)	Unobservable Input	Range Median or Average
Operating lease equipment	$216	Market approach	Aircraft value publications	$155 - $206(1) Median $189
			Aircraft condition adjustments	($18) - $45(2) Net $27

⁽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.

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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 Consolidated Statements of Financial Position at December 31 were as follows:

	December 31, 2013
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$6,546			$6,525				$6,525
Notes receivable, net	572			622				622
Liabilities
Debt, excluding capital lease obligations	(9,483		)	(10,897		)		(10,897		)

	December 31, 2012
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$5,608			$5,642				$5,642
Notes receivable, net	571			632				632
Liabilities
Debt, excluding capital lease obligations	(10,231		)	(12,269		)		(12,221		)		($48	)

The fair value of Accounts receivable is based on current market rates for loans of the same risk and maturities. The fair values of our variable rate notes receivable that reprice frequently approximate their carrying amounts. The fair values of fixed rate notes receivable are estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality. The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields. For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows. The fair value of our debt classified as Level 3 is based on the median of the underlying collateral value as described above. With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those arrangements are uncertain. Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts payable and long-term payables. The carrying values of those items, as reflected in the Consolidated Statements of Financial Position, approximate their fair value at December 31, 2013 and 2012. 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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Note 20 – Legal Proceedings

Various legal proceedings, claims and investigations related to products, contracts and other matters are pending against us. Potentially material contingencies are discussed below. In addition, the discussion below addresses the settlement of the A-12 litigation.

We are subject to various U.S. government investigations, from which civil, criminal or administrative proceedings could result or have resulted in the past. Such proceedings involve or could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. We believe, based upon current information, that the outcome of any such government disputes and investigations will not have a material effect on our financial position, results of operations, or cash flows, except as set forth below. Where it is reasonably possible that we will incur losses in excess of recorded amounts in connection with any of the matters set forth below, we have disclosed either the amount or range of reasonably possible losses in excess of such amounts or, where no such amount or range can be reasonably estimated, the reasons why no such estimate can be made.

A-12 Litigation

In 1991, the Department of the Navy (the Navy) notified McDonnell Douglas Corporation (now merged into The Boeing Company) and General Dynamics Corporation (together, the Team) that it was terminating for default the Team’s contract for development and initial production of the A-12 aircraft.

The Team had full responsibility for performance of the contract and both contractors are jointly and severally liable for any potential liabilities resulting from the termination. The Team filed a legal action to contest the Navy’s default termination, to assert its rights to convert the termination to one for “the convenience of the government,” and to obtain payment for work done and costs incurred on the A-12 contract but not paid to date.

The U.S. Court of Federal Claims held that the default termination decision could not be sustained and on March 31, 1998, awarded the Team $1,200 in unreimbursed costs. The Court of Appeals for the Federal Circuit reversed in July 1999 and remanded the case back to the trial court to determine whether the Team was in fact in default. On August 31, 2001, the U.S. Court of Federal Claims issued a decision after trial upholding the government’s default termination of the A-12 contract. In 2003, the Court of Appeals for the Federal Circuit, finding that the trial court had applied the wrong legal standard, vacated the trial court’s 2001 decision and ordered the case sent back to the trial court for further proceedings. On May 3, 2007, the U.S. Court of Federal Claims issued a decision upholding the government’s default termination of the A-12 contract. We filed a Notice of Appeal on May 4, 2007 with the Court of Appeals for the Federal Circuit. On June 2, 2009, the Court of Appeals rendered an opinion affirming the trial court’s 2007 decision sustaining the government’s default termination. On May 23, 2011, the U.S. Supreme Court vacated the decision of the Court of Appeals upholding the default termination, and remanded the case to the Court of Appeals. On July 7, 2011, the Court of Appeals remanded the case to the trial court for additional factual determinations and the trial court heard oral argument on May 7, 2013.On December 29, 2009, the Navy sent letters to the Team requesting payment of $1,352 in unliquidated progress payments, plus applicable interest. On November 15, 2011, the Navy sent a letter confirming that it would not pursue payment from the Team pending all trial court and appellate proceedings adjudicating the issues remanded by the Supreme Court.

On May 17, 2013, the President's Fiscal 2014 Budget Request to Congress included a new Department of Defense General Provision that would authorize the Secretary of the Navy to receive and retain payment in-kind in settlement of the A-12 aircraft litigation. On July 30, 2013, the Team and the Navy executed a settlement agreement that took effect upon enactment of the authorization legislation on December 26,

103

2013. The parties signed a contract modification effectuating the settlement on January 13, 2014 and, on January 23, 2014, the parties filed a stipulation of dismissal with the court, voluntarily dismissing the litigation with prejudice. As a result, the Company recorded a $406 pre-tax charge in 2013, which consists of writing-off A-12 inventory, recorded as cost of sales, and providing three EA-18G Growlers at no cost to the U.S. Navy, recorded as a reduction in revenues.

Employment, Labor and Benefits Litigation

In connection with the 2005 sale of our former Wichita facility to Spirit AeroSystems, Inc. (Spirit), certain individuals not hired by Spirit alleged that Spirit’s hiring decisions following the sale were tainted by age discrimination, violated ERISA, violated our collective bargaining agreements, and constituted retaliation. The case was brought in 2006 as a class action on behalf of individuals not hired by Spirit. In 2012, the Tenth Circuit Court of Appeals affirmed the district court's 2010 summary judgment in favor of Boeing and Spirit on all class action claims, but the parties were not precluded from making claims on an individual basis. As of December 31, 2013, eighty-eight individual claims related to this matter were pending. Spirit has agreed to indemnify Boeing for any and all losses.

Also related to the 2005 sale of the former Wichita facility, on February 16, 2007, an action entitled Harkness et al. v. The Boeing Company et al. was filed in the U.S. District Court for the District of Kansas, alleging collective bargaining agreement breaches and ERISA violations in connection with alleged failures to provide benefits to certain former employees of the Wichita facility. On December 11, 2012 the court denied plaintiffs’ motion for summary judgment and granted Boeing’s motion for summary judgment on plaintiffs’ claim that amendment of The Boeing Company Employee Retirement Plan violated the IAM collective bargaining agreement, as well as individual ERISA §510 claims for interference with benefits. The court denied Boeing’s motion for all other claims. The parties are conducting additional discovery in anticipation of further court proceedings, which have not yet been scheduled. We believe that Spirit is obligated to indemnify Boeing for any and all losses in this matter, although to date Spirit has acknowledged a limited indemnification obligation. We currently estimate that the putative class includes 2,000 former Wichita employees. We cannot reasonably estimate the range of loss, if any, that may result from both these matters given the current procedural status of the litigation.

On October 13, 2006, we were named as a defendant in a lawsuit filed in the U.S. District Court for the Southern District of Illinois. Plaintiffs, seeking to represent a class of similarly situated participants and beneficiaries in The Boeing Company Voluntary Investment Plan (the VIP), alleged that fees and expenses incurred by the VIP were and are unreasonable and excessive, not incurred solely for the benefit of the VIP and its participants, and were undisclosed to participants. The plaintiffs further alleged that defendants breached their fiduciary duties in violation of §502(a)(2) of ERISA, and sought injunctive and equitable relief pursuant to §502(a)(3) of ERISA. During the first quarter of 2010, the Seventh Circuit Court of Appeals granted a stay of trial proceedings in the district court pending resolution of an appeal made by Boeing in 2008 to the case’s class certification order. On January 21, 2011, the Seventh Circuit reversed the district court’s class certification order and decertified the class. The Seventh Circuit remanded the case to the district court for further proceedings. On September 19, 2013, the district court granted plaintiffs’ motion for class certification. On October 3, 2013, Boeing filed a petition for review of the class certification order with the Seventh Circuit Court of Appeals, which was denied by the Seventh Circuit on November 26, 2013. Summary judgment briefs were filed in the district court on January 6, 2014, and plaintiffs’ opposition briefs were filed on February 10, 2013. We cannot reasonably estimate the range of loss, if any, that may result from this matter given the current procedural status of the litigation.

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Note 21 – Segment Information

We operate in five principal segments: Commercial Airplanes; Boeing Military Aircraft (BMA), Network & Space Systems (N&SS), and Global Services & Support (GS&S), collectively Defense, Space & Security; and Boeing Capital. All other activities fall within the Other segment or Unallocated items and eliminations. See page 54 for the Summary of Business Segment Data, which is an integral part of this note.

The Commercial Airplanes segment develops, produces and markets commercial jet aircraft and provides related support services, principally to the commercial airline industry worldwide.

Our BMA segment is engaged in the research, development, production and modification of manned and unmanned military aircraft and weapons systems for global strike, including fighter aircraft and missile systems; vertical lift including rotorcraft and tilt-rotor aircraft; mobility, surveillance and engagement, including command and control, battle management, airborne, anti-submarine, transport and tanker aircraft.

Our N&SS segment is engaged in the research, development, production and modification of the following products and related services: electronics and information solutions, including command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR), cyber and information solutions, and intelligence systems; strategic missile and defense systems; space and intelligence systems, including satellites and commercial satellite launch vehicles; and space exploration.

Our GS&S segment provides customers with mission readiness through total support solutions. Our global services business sustains aircraft and systems with a full spectrum of products and services through integrated logistics, including supply chain management and engineering support; maintenance, modification and upgrades for aircraft; and training systems and government services, including pilot and maintenance training. GS&S international operations include Boeing Defence U.K. Ltd., Boeing Defence Australia, and Alsalam Aircraft Company, a joint venture.

Our BCC segment facilitates, arranges, structures and provides selective financing solutions for our Commercial Airplanes customers. In the space and defense markets, BCC primarily arranges and structures financing solutions for our BDS government and commercial satellite customers.

Our Other segment includes the unallocated activities of Engineering, Operations & Technology (EO&T) and Shared Services Group (SSG), as well as intercompany guarantees provided to BCC. EO&T provides Boeing with technical and functional capabilities, including information technology, research and development, test and evaluation, technology strategy development, environmental remediation management and intellectual property management.

Effective January 1, 2013, 2012 and 2011 certain programs were realigned among BDS segments. Business segment data for all periods presented have been adjusted to reflect the realignment. Effective January 1, 2013, BCC's accounting policies for certain leasing transactions were aligned with Boeing's consolidated accounting policies. Segment information previously reported has been adjusted to reflect this change. The resulting adjustments affected the BCC and Other segments as well as consolidated amounts reported for Boeing Capital interest expense, Earnings from operations, and Interest and debt expense.

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While our principal operations are in the United States, Canada and Australia, some key suppliers and subcontractors are located in Europe and Japan. Revenues, including foreign military sales, are reported by customer location and consisted of the following:

Years ended December 31,	2013		2012		2011
Asia, other than China		$12,200		$10,390		$7,438
China	10,555		6,086		4,779
Europe	10,622		10,269		9,850
Middle East	9,165		10,285		5,477
Oceania	1,657		2,043		3,067
Canada	1,486		586		618
Africa	621		1,282		1,759
Latin America, Caribbean and other	2,725		3,555		1,356
Total non-U.S. revenues	49,031		44,496		34,344
United States	37,592		37,202		34,391
Total revenues		$86,623		$81,698		$68,735

Revenues from the U.S. government (including foreign military sales through the U.S. government), primarily recorded at BDS, represented 34%, 33% and 37% of consolidated revenues for 2013, 2012 and 2011, respectively. Approximately 3% of operating assets were located outside the United States as of December 31, 2013 and 2012. The information in the following tables is derived directly from the segments’ internal financial reporting used for corporate management purposes.

Depreciation and Amortization

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$632		$614		$565
Defense, Space & Security:
Boeing Military Aircraft	131		120		116
Network & Space Systems	120		123		128
Global Services & Support	69		67		62
Total Defense, Space & Security	320		310		306
Boeing Capital Corporation	110		150		153
Other segment	299		261		242
Unallocated items and eliminations	483		476		409
Total		$1,844		$1,811		$1,675

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Capital Expenditures

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$694		$665		$540
Defense, Space & Security:
Boeing Military Aircraft	186		153		122
Network & Space Systems	96		115		101
Global Services & Support	48		57		55
Total Defense, Space & Security	330		325		278
Other segment	323		232		174
Unallocated items and eliminations	751		481		721
Total		$2,098		$1,703		$1,713

Unallocated capital expenditures relate primarily to assets managed by SSG on behalf of the five principal segments.

We recorded Earnings from operations associated with our cost and equity method investments of $25, $77 and $69 in our Commercial Airplanes segment and $203, $196 and $210 in BDS, primarily in our N&SS segment, for the years ended December 31, 2013, 2012 and 2011, respectively.

For segment reporting purposes, we record Commercial Airplanes segment revenues and cost of sales for airplanes transferred to other segments. Such transfers may include airplanes accounted for as operating leases and considered transferred to the BCC segment and airplanes transferred to the BDS segment for further modification prior to delivery to the customer. The revenues and cost of sales for these transfers are eliminated in the Unallocated items and eliminations caption. For segment reporting purposes, we record BDS revenues and cost of sales for the modification performed on airplanes received from Commercial Airplanes when the airplane is delivered to the customer or at the attainment of performance milestones.

Intersegment revenues, eliminated in Unallocated items and eliminations, are shown in the following table.

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$879		$1,215		$701
Boeing Capital	29		49		66
Total		$908		$1,264		$767

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Unallocated Items and Eliminations

Unallocated items and eliminations includes costs not attributable to business segments as well as intercompany profit eliminations. We generally allocate costs to business segments based on the U.S. federal cost accounting standards. Components of Unallocated items and eliminations are shown in the following table.

Years ended December 31,	2013			2012			2011
Share-based plans		($95	)		($81	)		($83	)
Deferred compensation	(238		)	(75		)	(61		)
Capitalized interest	(69		)	(70		)	(51		)
Eliminations and other	(703		)	(266		)	(276		)
Sub-total	(1,105		)	(492		)	(471		)
Pension	(1,374		)	(787		)	(269		)
Postretirement	60			(112		)	(248		)
Pension and Postretirement	(1,314		)	(899		)	(517		)
Total		($2,419	)		($1,391	)		($988	)

Unallocated Pension and Other Postretirement Benefit Expense

Unallocated pension and other postretirement benefit expense represents the portion of pension and other postretirement benefit costs that are not recognized by business segments for segment reporting purposes. Through 2012, the business segments have been allocated pension and other postretirement benefit costs using U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than Generally Accepted Accounting Principles in the United States of America (GAAP). Beginning in 2013, pension costs, comprising GAAP service and prior service costs, are allocated to Commercial Airplanes. BDS continues to be allocated CAS pension costs which are allocable to government contracts. Other postretirement benefit costs will continue to be allocated to business segments based on CAS, which is generally based on benefits paid. Prior year allocations have not been adjusted.

Assets

Segment assets are summarized in the table below.

December 31,	2013		2012
Commercial Airplanes		$49,520		$41,769
Defense, Space & Security:
Boeing Military Aircraft	6,973		6,582
Network & Space Systems	6,450		6,669
Global Services & Support	3,939		3,692
Total Defense, Space & Security	17,362		16,943
Boeing Capital	3,914		4,347
Other segment	1,208		1,043
Unallocated items and eliminations	20,659		24,794
Total		$92,663		$88,896

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

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Note 22 – Quarterly Financial Data (Unaudited)

	2013												2012
	4th			3rd			2nd			1st			4th			3rd			2nd			1st
Total revenues		$23,785			$22,130			$21,815			$18,893			$22,302			$20,008			$20,005			$19,383
Total costs and expenses	(20,388		)	(18,674		)	(18,450		)	(15,756		)	(19,046		)	(16,799		)	(16,746		)	(16,074		)
Earnings from operations	1,515			1,803			1,716			1,528			1,624			1,559			1,542			1,565
Net earnings from continuing operations	1,233			1,160			1,087			1,106			978			1,034			967			924
Net (loss)/gain from disposal of discontinued operations				(2		)	1									(2		)				(1		)
Net earnings	1,233			1,158			1,088			1,106			978			1,032			967			923
Basic earnings per share from continuing operations	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Basic earnings per share	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Diluted earnings per share from continuing operations	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Diluted earnings per share	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Cash dividends declared per share	1.215						0.97						0.925						0.88
Common stock sales price per share:
High	142.00			120.38			104.15			86.84			76.56			75.96			77.83			76.74
Low	113.34			98.99			83.80			72.68			69.20			69.03			66.82			72.30
Quarter end	136.49			117.50			102.44			85.85			75.36			69.60			74.30			74.37

Gross profit is calculated as Total revenues minus Total costs and expenses. Total costs and expenses includes Cost of products, Cost of services and Boeing Capital interest expense.

During the first quarter of 2012, we recorded a benefit of $121 related to a favorable court judgment on satellite litigation.

During the fourth quarter of 2013, we recorded a charge of $406 related to the A-12 litigation settlement. See Note 20.

In 2013, we recorded income tax benefits of $145 in the first quarter and $212 in the fourth quarter related to research tax credits.

We increased our quarterly dividend from $0.44 to $0.485 in December 2012 and to $0.73 in December 2013.

Note 23 – Subsequent Event

In January 2014, employees represented by the International Association of Machinists and Aerospace Workers District 751 (IAM 751) voted to extend our collective bargaining agreement to September 2024. Under the terms of the agreement, IAM 751-represented employees’ accrued pension benefits will immediately vest and in November 2016 these employees will transition to a company-funded retirement savings plan in lieu of participation in the defined benefit pension plan. IAM 751-represented employees hired on or after January 3, 2014 will be immediately covered by the company-funded retirement savings plan. The defined benefit pension plan changes will be accounted for as a curtailment in the first quarter of 2014 and are expected to result in a non-cash charge of approximately $140 and a reduction to our overall pension liability of approximately $130.

109

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

The Boeing Company

Chicago, Illinois

We have audited the accompanying consolidated statements of financial position of The Boeing Company and subsidiaries (the “Company”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2013. The financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The Boeing Company and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2014 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 14, 2014

110

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

The Boeing Company

Chicago, Illinois

We have audited the internal control over financial reporting of The Boeing Company and subsidiaries (the “Company”) as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2013 of the Company and our report dated February 14, 2014 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 14, 2014

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of December 31, 2013 and have concluded that these disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2013.

Our internal control over financial reporting as of December 31, 2013, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this report and is incorporated by reference herein.

(c) Changes in Internal Controls Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 9B. Other Information

None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

Our executive officers as of February 14, 2014, are as follows:

Name	Age	Principal Occupation or Employment/Other Business Affiliations
Christopher M. Chadwick	53	Executive Vice President, President and Chief Executive Officer of Boeing Defense, Space & Security since December 2013. Mr. Chadwick joined Boeing in 1982, and his previous positions include President of Boeing Military Aircraft from March 2009 to December 2013; President of Precise Engagement and Mobility Systems from February 2008 to February 2009; Vice President and General Manager, Global Strike Systems from January 2006 to January 2008; and Vice President of F/A-18 from January 2004 to December 2005.
Raymond L. Conner	58	Vice Chairman, President and Chief Executive Officer of Commercial Airplanes since December 2013. Mr. Conner joined Boeing in 1977, and his previous positions include Executive Vice President, President and Chief Executive Officer of Commercial Airplanes from June 2012 to December 2013; Senior Vice President of Sales and Customer Support of Commercial Airplanes from August 2011 to June 2012; Vice President and General Manager, Supply Chain Management and Operations of Commercial Airplanes from December 2008 to August 2011; Vice President of Sales, Commercial Airplanes from December 2007 to December 2008; and Vice President and General Manager of the 777 Program. Mr. Conner serves on the board of Johnson Controls, Inc.
Wanda K. Denson-Low	57	Senior Vice President, Office of Internal Governance since May 2007. Ms. Denson-Low joined Boeing in 2000 when the Company acquired Hughes Space and Communications where she held the position of Vice President, General Counsel. Her prior positions at Boeing include Vice President and Assistant General Counsel of BDS and Vice President of Human Resources for BDS.
Thomas J. Downey	49	Senior Vice President, Communications since January 2007. Mr. Downey joined Boeing in 1986, and his prior positions include Vice President, Corporate Communications; Vice President, Commercial Airplanes Communications; Corporate Vice President, Internal and Executive Communications; and General Manager of Communications and Community Relations for Military Aircraft and Missile Systems unit.
Shephard W. Hill	61	President, Boeing International since November 2007 and Senior Vice President, Business Development and Strategy since October 2009. Mr. Hill joined Boeing in 1996 when the Company acquired Rockwell’s aerospace and defense business where he held the position of Vice President, Aerospace Government Affairs and Marketing. His prior positions at Boeing include Senior Vice President, Business Development and Strategy and Vice President, Business Development at BDS.
Timothy J. Keating	52	Senior Vice President, Government Operations since joining Boeing in June 2008. Mr. Keating served as Senior Vice President, Global Government Relations at Honeywell International Inc. from October 2002 to May 2008. Prior thereto, Mr. Keating was Chairman of the Board and Managing Partner of Timmons and Company (a Washington, D.C. lobbying firm).

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Name	Age	Principal Occupation or Employment/Other Business Affiliations
J. Michael Luttig	59	Executive Vice President, General Counsel since April 2009. Mr. Luttig joined Boeing in May 2006 as Senior Vice President, General Counsel. From October 1991 to May 2006, he served on the United States Court of Appeals for the Fourth Circuit. Mr. Luttig previously served as Assistant Attorney General of the United States, Counselor to the Attorney General at the Department of Justice and Principal Deputy Assistant Attorney General at the Department of Justice and was associated with Davis Polk & Wardwell LLP. Mr. Luttig serves as Director, Franklin Templeton Mutual Funds.
W. James McNerney, Jr.	64	Chairman and Chief Executive Officer since July 2005. Mr. McNerney also served as President of The Boeing Company from July 2005 to December 2013. Mr. McNerney previously served as Chairman and Chief Executive Officer of 3M Company from January 2001 to June 2005. Beginning in 1982, he served in management positions at General Electric Company, his most recent being President and Chief Executive Officer of GE Aircraft Engines from 1997 to 2000. Mr. McNerney also serves on the boards of The Procter & Gamble Company and International Business Machines Corporation. He is Chair of President Obama's Export Council.
Dennis A. Muilenburg	50	Vice Chairman, President and Chief Operating Officer since December 2013. Mr. Muilenburg joined Boeing in 1985, and his previous positions include Executive Vice President, President and Chief Executive Officer of BDS from September 2009 to December 2013; President of Global Services & Support from February 2008 to August 2009; Vice President and General Manager of Combat Systems from May 2006 to February 2008; and Vice President and Program Manager for Future Combat Systems. Mr. Muilenburg serves on the board of Caterpillar Inc.
Anthony M. Parasida	57	Senior Vice President, Human Resources and Administration since April 2013. Mr. Parasida joined Boeing in 1978, and his previous positions include Senior Vice President from October 2012 to April 2013, President of Global Services & Support from September 2009 to October 2012; Vice President and General Manager of Surveillance and Engagement Systems from January 2006 to September 2009; Vice President of P-8; and Vice President of F/A-18.
Gregory D. Smith	47	Executive Vice President, Chief Financial Officer since February 2012. Mr. Smith previously served as Vice President of Finance and Corporate Controller from February 2010 to February 2012 and Vice President of Financial Planning & Analysis from June 2008 to February 2010. From August 2004 until June 2008, he served as Vice President of Global Investor Relations at Raytheon Company. Prior to that, he held a number of positions at Boeing including CFO, Shared Services Group; Controller, Shared Services Group; Senior Director, Internal Audit; and leadership roles in supply chain, factory operations and program management.
John J. Tracy	59	Chief Technology Officer and Senior Vice President, Engineering, Operations & Technology since October 2006. Dr. Tracy joined Boeing in 1981, and his previous positions include Vice President of Engineering and Mission Assurance for BDS; Vice President of Structural Technologies, Prototyping, and Quality for Phantom Works; and General Manager of Engineering for Military Aircraft and Missiles.

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Information relating to our directors and nominees will be included under the caption “Election of Directors” in the 2014 Proxy Statement for our Annual Shareholders Meeting scheduled to be held on April 28, 2014 and is incorporated by reference herein. The information required by Items 405, 407(d)(4) and 407(d)(5) of Regulation S-K will be included under the captions “Stock Ownership Information – Section 16(a) Beneficial Ownership Reporting Compliance” and “Board Committees – Audit Committee” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

Codes of Ethics. We have adopted (1) The Boeing Company Code of Ethical Business Conduct for the Board of Directors; (2) The Boeing Company Code of Conduct for Finance Employees which is applicable to our Chief Financial Officer (CFO), Controller and all finance employees; and (3) The Boeing Code of Conduct that applies to all employees, including our Chief Executive Officer (CEO), (collectively, the Codes of Conduct). The Codes of Conduct are posted on our website, www.boeing.com, and printed copies may be obtained, without charge, by contacting the Office of Internal Governance, The Boeing Company, 100 N. Riverside Plaza, Chicago, IL 60606. We intend to disclose promptly on our website any amendments to, or waivers of, the Codes of Conduct covering our CEO, CFO and/or Controller.

No family relationships exist among any of the executive officers, directors or director nominees.

Item 11. Executive Compensation

The information required by Item 402 of Regulation S-K will be included under the captions “Executive Compensation” and “Corporate Governance – Director Compensation” in the 2014 Proxy Statement, and that information is incorporated by reference herein. The information required by Item 407(e)(4) and 407(e)(5) of Regulation S-K will be included under the captions “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K will be included under the caption “Stock Ownership Information” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

Equity Compensation Plan Information

We currently maintain two equity compensation plans that provide for the issuance of common stock to officers and other employees, directors and consultants. Each of these compensation plans was approved by our shareholders. The following table sets forth information regarding outstanding options and shares available for future issuance under these plans as of December 31, 2013:

Plan Category	Number of shares to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by shareholders
Stock options	23,767,743		$73.97
Deferred compensation	3,793,771
Other stock units	4,855,247
Equity compensation plans not approved by shareholders	None	None		None
Total(1)	32,416,761		$73.97	24,900,023

⁽¹⁾   Excludes the potential performance awards which the Compensation Committee has the discretion to pay in cash, stock or a combination of both after the three-year performance periods which end in 2013, 2014 and 2015.

For further information, see Note 15 to our Consolidated Financial Statements.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 404 of Regulation S-K will be included under the caption “Corporate Governance – Related Person Transactions” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

The information required by Item 407(a) of Regulation S-K will be included under the caption “Corporate Governance – Director Independence” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

Item 14. Principal Accounting Fees and Services

The information required by this Item will be included under the caption “Principal Accountant Fees and Services” in the 2014 Proxy Statement, and that information is incorporated by reference herein.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) List of documents filed as part of this report:

1. Financial Statements

Our consolidated financial statements are as set forth under Item 8 of this report on Form 10-K.

2. Financial Statement Schedules

All schedules are omitted because they are not applicable, not required, or the information is included in the consolidated financial statements.

3. Exhibits

(3) Articles of Incorporation and By-Laws.

(i) Amended and Restated Certificate of Incorporation of The Boeing Company dated May 5, 2006 (Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, 2006).

(ii) By-Laws of The Boeing Company, as amended and restated December 16, 2013 (Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 16, 2013).

(10) Material Contracts.

Bank Credit Agreements

(i) 364-Day Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 10, 2011).

(ii) Five-Year Credit Agreement, dated as of November 10, 2011, among The Boeing Company, the Lenders party thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book managers, JPMorgan Chase Bank, N.A. as syndication agent and Citibank, N.A. as administrative agent (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated November 10, 2011).

Business Acquisition Agreements

(iii) Joint Venture Master Agreement, dated as of May 2, 2005, by and among Lockheed Martin Corporation, The Boeing Company and United Launch Alliance, L.L.C. (Exhibit (10)(i) to the Company’s Form 10-Q for the quarter ended June 30, 2005).

(iv) Delta Inventory Supply Agreement, dated as of December 1, 2006, by and between United Launch Alliance, L.L.C. and The Boeing Company (Exhibit (10)(vi) to the Company’s Form 10-K for the year ended December 31, 2006).

Management Contracts and Compensatory Plans

(v) Supplemental Benefit Plan for Employees of The Boeing Company, as amended and restated effective January 1, 2009 (Exhibit 4.1 to the Company’s Form S-8 filed on December 22, 2008).

(vi) Deferred Compensation Plan for Employees of The Boeing Company, as amended and restated on January 1, 2008 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 28, 2007).

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(vii) Deferred Compensation Plan for Directors of The Boeing Company, as amended and restated effective January 1, 2008 (Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 28, 2007).

(viii) Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, as amended and restated January 1, 2008 (Exhibit 10.7 to the Company’s Current Report on Form 8-K dated October 28, 2007).

(ix) The Boeing Company 1997 Incentive Stock Plan, as amended effective May 1, 2000 and further amended effective January 1, 2008 (Exhibit 10.5 to the Company’s Current Report on Form 8-K dated October 28, 2007).

(x) Amended and Restated Executive Employment Agreement with W. James McNerney, Jr. dated March 13, 2008 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 13, 2008).

(xi) Summary of Non-Employee Director Compensation (Exhibit 10 to the Company’s Form 10-Q for the quarter ended September 30, 2012).

(xii) 2004 Variable Compensation Plan (formerly the 1999 Bonus and Retention Award Plan), as amended and restated effective January 1, 2008 (Exhibit 10.8 to the Company’s Current Report on Form 8-K dated October 28, 2007).

(xiii) The Boeing Company Executive Layoff Benefits Plan, as amended and restated effective January 1, 2010 (Exhibit (10)(xxix) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009).

(xiv) The Boeing Company 2003 Incentive Stock Plan.

(a) Plan, as amended and restated effective February 21, 2011 (Exhibit 10 to the Company’s Quarterly Report on Form 10-Q dated March 31, 2011).

(b) Form of Non-Qualified Stock Option Grant Notice of Terms (Exhibit (10)(xvii)(b) to the Company’s Form 10-K for the year ended December 31, 2010).

(c) Form of Notice of Terms of Restricted Stock Units (Exhibit (10)(xvii)(c) to the Company’s Form 10-K for the year ended December 31, 2010).

(d) Form of Performance Award Notice (Exhibit (10)(xvii)(d) to the Company’s Form 10-K for the year ended December 31, 2010).

(e) Form of Notice of Terms of Restricted Stock Units dated February 27, 2012 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 27, 2012).

(f) Form of Notice of Terms of Restricted Stock Units dated December 17, 2012 (Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 17, 2012).

(g) Form of Notice of Terms of Restricted Stock Units dated February 25, 2013.

(xv) Supplemental Executive Retirement Plan for Employees of The Boeing Company, as amended and restated as of May 1, 2013.

(xvi) The Boeing Company Elected Officer Annual Incentive Plan, as amended and restated effective January 1, 2008 (Exhibit 10.6 to the Company’s Current Report on Form 8-K dated October 28, 2007).

(xvii) Supplemental Pension Agreement between The Boeing Company and J. Michael Luttig dated January 25, 2007, as amended on November 14, 2007 (Exhibit (10)(xxx) to the Company’s Form 10-K for the year ended December 31, 2007).

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(12) Computation of Ratio of Earnings to Fixed Charges.

(14) Codes of Ethics.

(i) The Boeing Company Code of Ethical Business Conduct for Members of the Board of Directors (www.boeing.com/corp_gov/conduct_for_directors.pdf).

(ii) The Boeing Company Code of Conduct for Finance Employees (www.boeing.com/corp_gov/conduct_finance.html).

(iii) The Boeing Company Code of Conduct (www.boeing.com/corp_gov/conduct_employee.html).

(21) List of Company Subsidiaries.

(23) Consent of Independent Registered Public Accounting Firm.

(31) Section 302 Certifications.

(i) Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

(ii) Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

(32) Section 906 Certifications.

(i) Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(ii) Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

(99) Additional Exhibits.

(i) Commercial Program Method of Accounting (Exhibit (99)(i) to the 1997 Form 10-K).

(101) Interactive Data Files.

(101.INS)	XBRL Instance Document
(101.SCH)	XBRL Taxonomy Extension Schema Document
(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)	XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Document

In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request.

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Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2014.

	THE BOEING COMPANY
	(Registrant)
By:	/s/ Diana L. Sands
	Diana L. Sands – Vice President of Finance and Corporate Controller

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 14, 2014.

/s/ W. James McNerney, Jr.	/s/ Edmund P. Giambastiani, Jr.
W. James McNerney, Jr. – Chairman and Chief Executive Officer	Edmund P. Giambastiani, Jr. – Director
(Principal Executive Officer)
/s/ Gregory D. Smith	/s/ Lawrence W. Kellner
Gregory D. Smith – Executive Vice President and Chief Financial Officer	Lawrence W. Kellner – Director
(Principal Financial Officer)
/s/ Diana L. Sands	/s/ Edward M. Liddy
Diana L. Sands – Vice President of Finance and Corporate Controller	Edward M. Liddy – Director
(Principal Accounting Officer)
/s/ David L. Calhoun	/s/ Susan C. Schwab
David L. Calhoun – Director	Susan C. Schwab – Director
/s/ Arthur D. Collins, Jr.	/s/ Ronald A. Williams
Arthur D. Collins, Jr. – Director	Ronald A. Williams – Director
/s/ Linda Z. Cook	/s/ Mike S. Zafirovski
Linda Z. Cook – Director	Mike S. Zafirovski – Director
/s/ Kenneth M. Duberstein
Kenneth M. Duberstein – Director

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EX-10.XIV (G)

Exhibit 10(xiv)(g)

Notice of Terms of

Restricted Stock Units

[Grant Date]

To:        

As part of the Executive Compensation Program, The Boeing Company (the “Company”) has awarded you a Restricted Stock Unit award. The terms and conditions of the award are as follows:

1. RSU Award. You have been awarded ______ Restricted Stock Units. Each Restricted Stock Unit (RSU) has the potential to become one share of Boeing stock. Your RSUs are awarded pursuant to “The Boeing Company 2003 Incentive Stock Plan for Employees” (the “Plan”) and the award is subject to the terms of the Plan. A summary of the Plan accompanies this notice.

2. RSU Account. The Company will maintain a record of the number of awarded RSUs in an account established in your name.

3. Vesting of RSUs. ___________ of the RSUs along with the related Earnings Credit RSUs (as defined in paragraph 5.1) ______. The remainder of the RSUs along with the related earnings credit RSUs will vest on ______. You must be employed by the Company or one of its subsidiaries on the vesting date, in order for the RSUs to vest. Notwithstanding the foregoing, if your employment with the Company terminates before a vesting date because of involuntary layoff, disability, or death, all of the RSUs will vest.

"Disability" here means a disability entitling a participant to benefits under a long-term disability policy sponsored by the Company or one of its subsidiaries.

4. Stock Issuance at Vesting. At the time your RSUs vest, the Company will issue to you shares of Boeing stock equal in number to the vested number of whole RSUs in your account, after deduction of shares to cover appropriate taxes and other charges as described in paragraph 9.2.

5.    Earnings Credit on Your RSUs.

5.1 While RSUs are in your account, they will earn dividend equivalents in the form of additional RSUs. Specifically, as of each dividend payment date for Boeing stock, your RSU account will be credited with additional RSUs (“Earnings Credit RSUs”) equal in number to the number of shares of Boeing stock that could be bought with the cash dividends that would be paid on the RSUs in your account if each RSU were a share of Boeing stock. The number of RSUs that results from the Earnings Credit calculation will be to two decimal places.

5.2 The number of shares of Boeing stock that could be bought with such cash dividends will be calculated based on the “Fair Market Value” of Boeing stock on the applicable dividend payment date. “Fair Market Value” here means the average of the high and the low per share trading prices for Boeing stock as reported in The Wall Street Journal for the specific dividend payment date, or in such other source as the Company deems reliable.

5.3 Earnings Credit RSUs will vest at the same time as the RSUs with which they are associated.

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6. Adjustment in Number of RSUs. The number of RSUs in your account will be adjusted proportionately for any increase or decrease in the number of issued shares of Boeing stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend.

7. Termination due to Layoff, Disability, or Death. In the event your employment is terminated by reason of involuntary layoff, disability, or death, your RSU payout, including any Earnings Credit RSUs, will vest after termination of employment. Payment for such awards will be made as soon as administratively possible, but not later than 60 days after your termination of employment.

8. Forfeiture of Non-Vested RSUs. If your employment with the Company or a subsidiary of the Company terminates before a vesting date for the award for any reason other than involuntary layoff, disability (as defined in paragraph 3), or death, your nonvested RSUs will be forfeited and canceled. Earnings Credit RSUs will be forfeited and canceled along with the RSUs with which they are associated.

9.    RSU Award Payable in Stock.

9.1 Distribution from your RSU account will be made as soon as reasonably possible after the vesting of your RSUs, but not later than 60 days after the applicable vesting date. Distribution will be in whole shares of Boeing stock. The number of shares distributed will be equal to the number of whole vested RSUs in your account, subject to deductions described in paragraph 9.2. Fractional share values will be applied to income tax withholding.

9.2 The Company will deduct from the distribution of your vested RSUs any withholding or other taxes required by law and may deduct any amounts due from you to the Company or to a subsidiary of the Company.

10.    Transfer. RSUs are not transferable except by will or applicable laws of descent and distribution.

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EX-10.XV

EXHIBIT 10 (xv)

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FOR EMPLOYEES OF THE BOEING COMPANY

(As Amended and Restated as of May 1, 2013)

SECTION 1. PURPOSE OF THE PLAN

The Supplemental Executive Retirement Plan for Employees of The Boeing Company was originally effective January 1, 1999. Prior to 2008, the plan provided two separate benefits to participants, the Supplemental Benefit and the Excess Benefit. The purpose of the Supplemental Benefit is to provide retirement benefits to supplement the benefits provided by the Pension Value Plan, for a select group of management or highly compensated employees of The Boeing Company and its Affiliates or Subsidiaries who are participants in the Pension Value Plan. The purpose of the Excess Benefit component is to provide restoration and excess benefits to eligible employees of The Boeing Company and its Affiliates or Subsidiaries who are participants in the Pension Value Plan. Effective January 1, 2008, for ease of communications with participants, the plan was restated to merge both components into a single SERP Benefit. This change was not intended to have a substantive impact on participant benefits.

The adoption of the Plan is not intended to result in any duplication of benefits by awarding additional benefits for any period of service with the Company for which the participant is otherwise entitled to benefits under another non-qualified plan. The Committee will have sole and absolute discretion in determining whether an adjustment in benefits under this Plan is necessary to prevent a prohibited duplication of benefits.

The Plan was restated effective January 1, 2008 to comply with section 409A of the Internal Revenue Code of 1986, as amended. The Plan was restated effective January 1, 2009 to make additional clarifying changes. The Plan was restated effective as of May 1, 2013 to make Domestic Partners and Same Sex Spouses eligible for pre-commencement survivor benefits and optional forms of benefit with a survivor annuity under the Plan. The extension of the optional forms of benefit shall be effective for Participants with a Benefit Commencement Date on or after May 1, 2013.

SECTION 2. DEFINITIONS

Except as otherwise specified in this Section, capitalized terms have the same meaning as provided for those terms under the Pension Value Plan.

Actuarial Equivalent or Actuarially Equivalent – means an amount of equal value determined as follows:

(a) For purposes of calculating a lump sum, the Actuarial Equivalent will be determined on the basis of the interest and mortality assumptions used to calculate lump sum benefits under the PVP, as it shall be amended from time to time.

(b) For purposes of calculating a Surviving Spouse Option or Domestic Partner Option, the Actuarial Equivalent will be determined on the basis of a 6% interest rate and the RP-2000 mortality table, mixed collar, projected to 2015 using Scale AA, with a 50/50 male/female blend.

Affiliate or Subsidiary – means a member of a controlled group of corporations (as defined in Code section 1563(a), determined without regard to Code sections 1563(a)(4) and (e)(3)(C)), a group of trades or businesses (whether incorporated or not) which are under common control within the meaning of Code

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section 414(c), or an affiliated service group (as defined in Code sections 414(m) or 414(o)) of which The Boeing Company is a part.

Benefit Service – means the Benefit Service recognized under the PVP, except as modified below.

If a Participant has commenced a benefit under this Plan following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pre-Retirement Leave, additional Benefit Service will not be recognized during this Authorized Period of Absence. Nor will Benefit Service be recognized for a period of reduced services, where a Participant Separates from Service due to a reasonably anticipated permanent reduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

Code – means the Internal Revenue Code of 1986, as amended.

Commencement Date – means the date as of which an Employee’s payments commence under Section 6.A.2. of this Plan.

Committee – means the Employee Benefit Plans Committee.

Company – means The Boeing Company, its successors in interest, and its Affiliates and Subsidiaries.

Compensation – means annualized base rate of pay from the Company.

E-Series Payroll – means the executive designation of level E1 to E6 at the Company.

Employee – means any person who is employed as a common law employee of the Company.

Excess Benefit – means the benefits provided by Section 5 of this Plan.

Final Average Pay – means the greater of the following:

(a) the highest five completed consecutive calendar years of Compensation divided by five, or

(b) the daily Compensation received during the last 1,825 days before the Participant’s Termination of Employment, divided by 1,825 and multiplied by 365 or, if a Participant has less than 1,825 days between his or her Employment Commencement Date and his or her Termination of Employment, the Compensation received during that period divided by the number of days in that period and multiplied by 365. For purposes of this calculation, February 29 and March 1 of any leap year shall be treated as one day.

For purposes of computing Final Average Pay, periods during an Authorized Period of Absence generally will be included as if the Participant were compensated at the rate of pay he or she was receiving immediately before the Authorized Period of Absence. However, if a Participant has commenced a benefit under this Plan following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pre-Retirement Leave, Compensation will not be counted during this Authorized Period of Absence.

Similarly, Compensation will not be counted toward Final Average Pay to the extent paid during a Participant’s period of reduced services, where the Participant has Separated from Service due to a

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reasonably anticipated permanent reduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

ULA and USA Pay. For purposes of determining Final Average Pay for a Participant who transfers employment directly from the Company to ULA or USA, the term Compensation generally includes the Participant’s annualized base rate of pay with ULA or USA for the period of uninterrupted executive service at ULA or USA, as applicable, provided that the Participant transfers directly from the E-Series Payroll at the Company to executive status at ULA or USA. ULA and USA base pay will not be included under this Plan for any period following the Participant’s removal from this executive status. In addition, ULA and USA base pay will not be included as Compensation under this Plan for any period after a Participant has commenced a benefit under this Plan.

Final Average Incentive Pay – means the five consecutive awards made under the Incentive Compensation Plan that produce the highest sum, divided by five. The term “awards” include amounts awarded instead of cash and amounts not yet vested, but it does not include any accrued awards not yet made or awards made after the month in which a Termination of Employment occurs. Where fewer than five awards have been made to a Participant under the Incentive Compensation Plan during the five-year averaging period, all awards during this period will be counted.

However, if a Participant has commenced a benefit under this Plan following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence classified as Pre-Retirement Leave, awards made during this Authorized Period of Absence will not be included. Similarly, incentive awards will not be counted toward Final Average Incentive Pay to the extent awarded during a Participant’s period of reduced services, where the Participant has Separated from Service due to a reasonably anticipated permanent reduction in services of at least 50 percent (for reasons other than an Authorized Period of Absence).

In addition, Final Average Incentive Pay will not include any portion of an incentive award that the Company seeks to recover under the Clawback Policy provision of the Incentive Compensation Plan.

ULA and USA Incentive Pay. For purposes of determining Final Average Incentive Pay for a Participant who transfers employment directly from the Company to ULA or USA, the term Incentive Compensation Plan generally includes any applicable annual incentive plan at ULA or USA for the period of uninterrupted executive service at ULA or USA, as applicable, provided that the Participant transfers directly from the E-Series Payroll at the Company to executive status at ULA or USA. ULA and USA annual incentive plans will not be included under this Plan for any period following the Participant’s removal from this executive status. Solely for the Plan Year in which the Participant transfers to ULA or USA, Final Average Incentive Pay will include awards made under both the Incentive Compensation Plan of the Company and the similar plan maintained by ULA or USA, as applicable. In addition, ULA and USA incentive pay will not be included as Compensation under this Plan for any period after a Participant has commenced a benefit under this Plan.

Frozen Benefit – has the meaning given in Section 4.F.3.

Heritage Boeing Participant – means a Participant who has a Heritage Benefit from The Boeing Company Employee Retirement Plan.

Heritage MDC Participant – means a Participant who has a Heritage Benefit from the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan.

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Heritage BNA Participant – means a Participant who has a Heritage Benefit from the Boeing North American Retirement Plan.

Incentive Compensation Plan – means, as applicable, The Boeing Company Elected Officer Annual Incentive Plan, the Incentive Compensation Plan for Employees of The Boeing Company and Subsidiaries, or an authorization to make an award in lieu of an award under either of the foregoing plans.

MDC 50/30 Date – means the date on which a Participant with a Heritage MDC Benefit both attains age 50 and earns 30 years of Accumulated Benefit Service.

Offset Benefit –has the meaning given in Section 4.B.

Participant – means an Employee who satisfies the eligibility criteria in either Section 4.A. or Section 5.A.

PVPor Pension Value Plan – means The Pension Value Plan for Employees of The Boeing Company (formerly known as The Boeing Company Pension Value Plan for Heritage MDC Employees and The Boeing Company Pension Value Plan), as amended from time to time.

Plan – means the Supplemental Executive Retirement Plan for Employees of The Boeing Company as herein set forth, together with any amendments that may be adopted.

Plan Year – means the calendar year.

Separation from Service or Separates from Service – means an Employee’s death, retirement, or termination of employment from the Company within the meaning of Code section 409A. For purposes of determining whether a Separation from Service has occurred, Affiliates and Subsidiaries are defined by using the language “at least 80 percent” to define the controlled group under Code section 1563(a) in lieu of the 50 percent default rule stated in Treasury Regulation section 1.409A-1(h)(3).

A Separation from Service is deemed to include a reasonably anticipated permanent reduction in the level of services performed by an Employee, to less than 50 percent of the average level of services performed by the Employee during the immediately preceding 36-month period.

SERP Benefit – For a Participant whose most recent date of hire or rehire was before January 1, 2008, the SERP Benefit equals the greater of the Participant’s vested Supplemental Benefit, to the extent eligible, or the Participant’s vested Excess Benefit.

For a Participant hired or rehired on or after January 1, 2008, the SERP Benefit will equal the vested Excess Benefit for periods after this date. No Supplemental Benefit will accrue for periods after January 1, 2008. Solely for purposes of eligibility for the Supplemental Benefit, the term “rehire” will not include a Participant’s return directly from an Authorized Period of Absence or a Participant’s rehire during a Layoff Period.

The SERP Benefit will be calculated after the Supplemental Benefit (if eligible) and Excess Benefit are each reduced to reflect commencement before age 65, if applicable, in accordance with the actuarial factors described in Sections 4 and 5 herein. Supplemental Benefits or Excess Benefits that are not 100%

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vested will be disregarded for purposes of calculating the SERP Benefit.

Specified Employee – means an Employee who is a “specified employee” within the meaning of Code section 409A. Specified Employee status is determined on the last day of the prior Plan Year, to take effect as of April 1 of the Plan Year for a 12-month period. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees whom the Company reasonably determines to be the 75 top-paid officers of the Company rather than the 50 top-paid officers as provided under Code section 416(i)(1)(A), to the extent permitted under Code section 409A.

Supplemental Benefit – means the benefits provided by Section 4 of this Plan.

Target Benefit –has the meaning given in Section 4.B.

Total Average Compensation – means Final Average Pay plus Final Average Incentive Pay, with the result divided by twelve. Total Average Compensation for a Participant who ceased to be on the E-Series Payroll before January 1, 1999 will be determined as of January 1, 1999. Total Average Compensation for a Participant who ceases to be on the E-Series Payroll on or after January 1, 1999 will be determined as of the date the Participant first ceases to be on the E-Series Payroll.

ULA – means United Launch Alliance, LLC, a joint venture of The Boeing Company and Lockheed Martin Corporation. The term ULA includes its subsidiary United Launch Services, LLC.

USA – means United Space Alliance, LLC, a joint venture of The Boeing Company and Lockheed Martin Corporation.

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SECTION 3. THE SERP BENEFIT

The SERP Benefit under this Plan generally is calculated as the greater of a Participant’s vested Supplemental Benefit (to the extent eligible) or the Participant’s vested Excess Benefit, each reduced to reflect commencement prior to age 65, if applicable. However, a Participant hired or rehired on or after January 1, 2008 will not be eligible to accrue a Supplemental Benefit for periods after this date. Solely for purposes of eligibility for the Supplemental Benefit, the term “rehire” will not include a Participant’s return directly from an Authorized Period of Absence or a Participant’s rehire during a Layoff Period.

Supplemental Benefits are described in Section 4. Excess Benefits are described in Section 5. Rules applicable to both Supplemental Benefits and Excess Benefits are provided under this Section 3.

Prior to 2008, the Supplemental Benefit and Excess Benefit were described herein and communicated to Participants as two separate benefits. For ease of communication, these dual components are restated as a single benefit effective as of January 1, 2008. In all cases, the restatement will provide the same total benefit as of December 31, 2007 as the formulas of the pre-2008 plan.

In no event will the SERP Benefit for any Participant who is transferred to ULA or USA duplicate any benefits provided under an individual agreement with the Company.

A. Special Bridging Rules for Early Retirement Benefits

Special bridging rules apply to a Participant who is described in both Sections 3.A.1. and 3.A.2. below. In this case, the Participant’s SERP Benefit will be calculated as of the date on which he or she would satisfy the conditions for an Early Retirement Date under the PVP. The SERP Benefit will be reduced to reflect early commencement as follows. First, the separate components of the SERP Benefit will be reduced as of the Early Retirement Date, in accordance with the actuarial reduction described in Section 4.C.1. (Supplemental Benefit) or Section 5 (Excess Benefit), as applicable. Second, the SERP Benefit will be further reduced for each month that the Participant’s Commencement Date under this Plan precedes the month in which the Participant would satisfy the conditions for an Early Retirement Date, in accordance with the Actuarial Equivalent factors for calculating lump sums under the PVP.

Benefits under this Section 3.A. remain payable in accordance with the timing rules of Section 6.A.2.

1. The Participant Separated from Service (including deemed Separations from Service) in a manner (such as layoff) that permits the accrual of additional vesting service credit toward early retirement eligibility following such separation.

2. The Participant is described in one of the following categories as of his or her Separation from Service:

(a) The Participant has attained age 54 or older with 9 or more years of Vesting Service (but has not yet attained both age 55 and 10 years of Vesting Service), or

(b) The Participant has a Heritage MDC Benefit and has attained age 54 or older with 29 or more years of Accumulated Benefit Service (but has not yet reached an MDC 50/30 Date).

B.    Special Calculation for MDC 50/30 Date After Separation

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Special calculation rules apply to a Participant described in both Sections 3.B.1. and 3.B.2.

1. The Participant Separated from Service (including deemed Separations from Service) in a manner (such as layoff) that permits the accrual of additional vesting service credit toward early retirement eligibility following such separation.

2. The Participant has a Heritage MDC Benefit and has attained age 49 or older (but not age 54) with 29 or more years of Accumulated Benefit Service as of his or her Separation from Service (but has not yet reached an MDC 50/30 Date).

In this case, the Participant’s SERP Benefit will remain payable in accordance with the timing rules of Section 6.A.2.

In addition, upon the Participant’s Early Retirement Date, a separate lump sum payment will be made to the Participant to represent any missed payments as a result of the delayed commencement beyond the Participant’s MDC 50/30 Date. Specifically, this lump sum will equal the total of the monthly payments that would have been payable to the Participant, beginning on the first of the month following the Participant’s MDC 50/30 Date and ending immediately prior to his or her Early Retirement Date, plus interest at the rate used to calculate lump sums under the PVP.

C.    Forfeiture

The Committee may determine, in its sole discretion, that a Participant will forfeit any part or all of his or her SERP Benefit (whether or not vested) if any of the following circumstances occur while employed by the Company or within five (5) years after termination of such employment, provided that the provisions of paragraphs 3. and 4. shall apply only with respect to benefits accrued on or after January 1, 2008:

1. The Participant is convicted of a felony involving theft, fraud, embezzlement, or other similar unlawful acts against the Company or against the Company’s interests. For purposes of this Plan, “other similar unlawful acts against the Company or against the Company’s interests” shall include any other unlawful act (i) committed against the Company, or the interests of the Company, including, but not limited to, a governmental agency or instrumentality which conducts business with the Company, or a customer of the Company, or (ii) affecting the Company or the interests of the Company, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the Company or the interests of the Company, as determined by the Committee in its sole discretion.

2. The Participant, directly or indirectly, engages in any activity, whether individually or as an employee, consultant or otherwise, which the Committee determines, in its sole discretion, to be an activity in which the Participant is “engaging in competition” with any significant aspect of Company business. For purposes of this Plan, “engaging in competition” shall include but is not limited to representing, providing services to, or being an employee of or associated in a business capacity, any person or entity that is engaged, directly or indirectly, in competition with any Company business or that takes a position adverse to any Company business, regardless of the position or duties the Participant takes, in such a manner that is determined to be detrimental to, prejudicial to or in conflict with the interests of the Company, all as determined by the Committee in its sole discretion.

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3. The Participant, without the advance approval of the Company’s Senior Vice President, Human Resources and Administration, induces or attempts to induce, directly or indirectly, any of the Company’s employees, representatives or consultants to terminate, discontinue or cease working with or for the Company, or to breach any contract with the Company, in order to work with or for, or enter into a contract with, the Participant or any third party.

4. The Participant disparages or otherwise makes any statements about the Company, its products, or its employees that could be in any way viewed as negative or critical. Nothing in this paragraph will apply to legally protected statements to government agencies or statements made in the course of sworn testimony in administrative, judicial, or arbitral proceedings.

To the extent the Participant has already commenced payment of his or her SERP benefit, the Committee will be entitled to pursue any and all legal and equitable relief against the Participant to enforce the forfeiture of and recover such SERP benefit. The forfeiture provisions will continue to apply unless and to the extent modified by a court of competent jurisdiction. However, if any portion of these forfeiture provisions is held by such a court to be unenforceable, these provisions shall be deemed amended to limit their scope to the broadest scope that such authority determines is enforceable, and as so amended shall continue in effect.

In addition, the Committee will, in all appropriate circumstances, require reimbursement of any SERP Benefit attributable to an incentive award that the Company seeks to recover under the Clawback Policy provision of the Incentive Compensation Plan.

D.    Participants Rehired After Commencement Date

The SERP Benefit of a Participant who is rehired (or who returns from an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service under Code section 409A) after his or her Commencement Date will be determined under this Section 3.D.

1.    Calculation and Payment of Old SERP Benefit

The portion of the Participant’s SERP Benefit that accrued before the initial Commencement Date (or during an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service) will be referred to as the “Old SERP Benefit” for purposes of this Section 3.D.

A Participant’s Old SERP Benefit will not be suspended by reason of the Participant’s rehire or return from Authorized Period of Absence or a period of a reduced level of services. This portion of the SERP Benefit will continue to be paid following rehire or return, in the form originally elected by the Participant, without regard to the period following rehire or return.

2.    Calculation and Payment of New SERP Benefit

(a)    Rehires After 1/1/08 – Excess Benefit Only

In general, a Participant rehired on or after January 1, 2008 will not be eligible to accrue a Supplemental Benefit for periods after this date. (This exclusion does not apply to a Participant hired before January 1, 2008, who returns on or after this date directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired on or after this date but during a Layoff Period). Following rehire, this Participant will be entitled to accrue only an Excess Benefit attributable to periods after the date of rehire

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(“New SERP Benefit”). The New SERP Benefit for this Participant will equal: (a) the Participant’s benefits under the PVP for periods after rehire determined without regard to the limitations under Code sections 415 and 401(a)(17), reduced (but not below zero) by (b) any benefit payable to or on account of the Participant under the PVP for periods after rehire. The New SERP Benefit will be determined without regard to benefits, compensation, and Benefit Service accrued before rehire.

The Participant’s New SERP Benefit will remain subject to the timing rules under Section 6.A.2., without regard to any Separation from Service that occurred prior to rehire. The Participant may elect the form of payment for the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

(b) Returns from Leave, Reduced Services or Layoff After 1/1/08– Supplemental and Excess Benefit

A Supplemental Benefit can accrue (to the extent eligible) for a Participant hired before January 1, 2008, who returns on or after this date directly from an Authorized Period of Absenceor a period of a reduced level of services, or who is rehired on or after this date but during a Layoff Period. For such Participant, the total SERP Benefit will be recalculated (as described below) as of the subsequent Commencement Date as if no prior Separation from Service had occurred, then reduced by the payments previously received. This total SERP Benefit will be further reduced by the Old SERP, but to no less than zero, to produce the New SERP Benefit payable.

The total SERP Benefit equals the greater of (i) and (ii) below.

(i) The total Supplemental Benefit (if eligible). For purposes of calculating the Participant’s total Supplemental Benefit as of his or her subsequent Commencement Date, the total Target Benefit will equal the amount determined under Section 4.B. (taking account of Benefit Service and Total Average Compensation accrued before and after rehire), reduced for early commencement by the applicable reduction factors described in Section 4.C. The total Target Benefit will be reduced by the total Offset Benefit (accrued before and after rehire), which offset represents the PVP benefit as if no prior Separation had occurred.

(ii) The total Excess Benefit, calculated as if no prior Separation from Service had occurred and reduced for early retirement as applicable.

The Participant’s total SERP Benefit is further offset by the value of payments made prior to the subsequent Commencement Date from this Plan, or from any other non-qualified defined benefit-type pension plan or arrangement (including under an individual contract) sponsored or paid for by the Company. The value of these benefit payments will be determined by (i) increasing each benefit payment with interest from the time such benefit payment was made to the time of the subsequent Commencement Date in accordance with the Actuarial Equivalent factors for calculating lump sums under the PVP (the “Commencement Date Factors”), and then (ii) converting the sum of the interest-adjusted benefit payments from (i) above at the subsequent Commencement Date to a Single Life Annuity using the Commencement Date Factors. No reduction will be made for benefit payments payable under any tax-qualified pension plan (and its corresponding non-qualified plan) attributable to service not treated as Benefit Service taken into account under Section 4.B.1.(a).

For any Participant hired on or after January 1, 2008 who returns directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired during a Layoff Period, the total SERP Benefit will be recalculated following the methodology described above (with regard to the Excess Benefit

9

only). No Supplemental Benefit will be payable.

In no event will this Participant’s recalculated total SERP Benefit be less than the Old SERP Benefit which is in pay status.

For purposes of this Section 3.D.2.(b), the New SERP Benefit will equal: (i) the recalculated total SERP Benefit described above, minus (ii) the Old SERP Benefit defined in Section 3.D.1.

The Participant’s New SERP Benefit will remain subject to the timing rules under Section 6.A.2., without regard to any Separation from Service that occurred prior to rehire. The Participant may elect the form of payment for the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

(c)    Rehires Who Retired Prior to 2008

For a Participant who rehired and had a subsequent Commencement Date before January 1, 2008, the New SERP Benefit was comprised of a New Supplemental Benefit and a New Excess Benefit (both as defined below) which were calculated and paid separately, in accordance with the terms of the Plan at that time.

The New Supplemental Benefit was recalculated as if no prior retirement had occurred, and then offset for all payments previously made, as described in Section 3.D.2.(b) above.

The New Excess Benefit was recalculated solely with regard to new accruals under the PVP, as described in Section 3.D.2.(a) above.

E.    Participants Rehired Before Commencement Date

The SERP Benefit of a Participant who is rehired before his or her Commencement Date will be determined under this Section 3.E.

1.    Calculation and Payment of Old SERP Benefit

The Participant’s Old SERP Benefit for purposes of this Section 3.E. is calculated as the amount that would have been payable to the Participant at age 55, attributable to the prior period of employment, if he or she had not rehired or returned. This amount will be the greater of (a) and (b) below:

(a) The Supplemental Benefit accrued and vested before the prior Separation from Service (or as of the end of an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service), calculated as described further below.

(b) The Excess Benefit accrued and vested as to the first period of employment, reduced for early retirement as applicable, in accordance with the applicable Vested Termination factors under the PVP.

For purposes of calculating the Participant’s Supplemental Benefit, his or her Target Benefit will equal the amount determined under Section 4.B., taking account of the Participant’s Benefit Service and Total Average Compensation as of the prior Separation from Service (or as of the end of an Authorized Period of Absence or a period of a reduced level of services that constitutes a deemed Separation from Service). The Target Benefit will be reduced for early commencement by the applicable terminated vested reduction factors described in Section 4.C.2. and further reduced by the Offset Benefit. The Participant’s Offset Benefit will

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be calculated as the PVP benefit earned prior to the original Separation from Service and payable at age 55 (i.e., with interest credits projected to age 55), in accordance with the applicable reduction factors under the PVP for calculating a Vested Termination Benefit.

The Participant’s Old SERP Benefit will remain subject to the timing rules under Section 6.A.2. With regard to the Participant’s Old SERP Benefit, the Participant will be treated as having experienced a Separation from Service. Payment of the Old SERP Benefit will commence as of the first of the month following the Participant’s attainment of age 55. Payment of the Old SERP Benefit will commence as of this date even if the Participant attains age 55 while on an Authorized Period of Absence, or after he or she rehires. The Participant may elect the form of payment for this Old SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

2.    Calculation and Payment of New SERP Benefit

In general, a Participant rehired on or after January 1, 2008 will not be eligible to accrue a Supplemental Benefit for periods after this date. (This exclusion does not apply to a Participant hired before January 1, 2008, who returns on or after this date directly from an Authorized Period of Absenceor a period of a reduced level of services, or who is rehired on or after this date but during a Layoff Period). Following rehire, this Participant will be entitled to accrue only an Excess Benefit attributable to periods after the date of rehire (“New SERP Benefit”). The New SERP Benefit for this Participant will equal: (a) the Participant’s benefits under the PVP for periods after rehire determined without regard to the limitations under Code sections 415 and 401(a)(17), reduced (but not below zero) by (b) any benefit payable to or on account of the Participant under the PVP for periods after rehire. The New SERP Benefit will be determined without regard to benefits, compensation, and service accrued before rehire.

A Supplemental Benefit can accrue (to the extent eligible) for a Participant hired before January 1, 2008, who returns on or after this date directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired on or after this date but during a Layoff Period. For such Participant, the total SERP Benefit will be recalculated as of the subsequent Commencement Date as if no prior Separation from Service had occurred, following the methodology in Section 3.D.2.(b). For purposes of this Section 3.E.2., the New SERP Benefit will equal: (i) the recalculated total SERP Benefit described above, minus (ii) the Old SERP Benefit defined in Section 3.E.1.

For any Participant hired on or after January 1, 2008 who returns directly from an Authorized Period of Absence or a period of a reduced level of services, or who is rehired during a Layoff Period, the total SERP Benefit will be recalculated as of the subsequent Commencement Date as if no prior Separation from Service had occurred, subject to offset for the value of any non-qualified benefits previously paid, following the methodology in Section 3.D.2.(b) (with regard to the Excess Benefit only). For purposes of this Section 3.E.2., the New SERP Benefit will equal: (i) the recalculated total SERP Benefit described above, minus (ii) the Old SERP Benefit defined in Section 3.E.1. No Supplemental Benefit will be payable.

With regard to the timing of payment of the New SERP Benefit, the Participant will be treated as if no Separation from Service had occurred prior to rehire or return. The Participant may elect the form of payment for the New SERP Benefit at the time of commencement, in accordance with Section 6.A.1.

F.    Pilot Early Leave

An annual recalculation will be made for a Participant who commences benefits under Section 6.A.2.(a) following a deemed Separation from Service under Code section 409A due to an Authorized Period of Absence

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classified as Pilot Early Leave.

For this Participant, the benefit payable under this Plan will be recalculated as of January 1 of each Plan Year following the year in which benefits commence following the methodology in Section 3.D.2.(b), as if no prior Separation from Service had occurred. For purposes of this calculation, the Participant’s benefit will be reduced by early retirement reduction factors and further offset by the value of payments previously made, to compute additional accruals (if any) earned during the period of Pilot Early Leave in the prior Plan Year, calculated using the same methodology of Section 3.D.2.(b). Such additional accruals (if any)will be paid commencing February 1 of each year in which recalculation occurs, in the form originally elected by the Participant. In no event will this recalculation reduce a participant’s benefit.

Recalculation will cease after the Plan Year following the end of the Pilot Early Leave.

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SECTION 4. THE SUPPLEMENTAL BENEFIT

A.    Eligibility and Participation

An Employee will be eligible for the Supplemental Benefit if the Employee either (1) is on the E-Series Payroll on or after January 1, 1999, or (2) was a participant in the Supplemental Retirement Plan for Executives of The Boeing Company as of December 31, 1998 and as of January 1, 1999 was (a) on an Authorized Period of Absence from the E-Series Payroll, (b) on a layoff (bridging period) from the E-Series Payroll that began on or after January 1, 1996, or (c) on the management payroll but had been on the E-Series Payroll for some period on or after January 1, 1989.

An Employee who retired on January 1, 1999 is not eligible to participate in the Plan.

An Employee eligible to participate in the Plan will become a Participant on the later of (1) the date the Employee satisfies the eligibility conditions or (2) the date the Employee becomes an Active Participant in the PVP. A rehired Employee who previously participated in the Plan will become a Participant again on the later of (1) the date the Employee satisfies the eligibility conditions again after rehire or (2) the date the Employee becomes an Active Participant in the PVP again after rehire.

If a Participant remains actively employed by the Company, but is no longer on the E-Series Payroll, the Target Benefit will remain frozen as of the later of January 1, 1999 or the date the Participant was removed from the E-Series Payroll.

B.    Amount of Supplemental Benefit

Except as otherwise provided in Section F, the Supplemental Benefit payable to a Participant retiring at his or her Normal Retirement Date is a monthly amount equal to (1) minus (2) below, provided that the monthly Supplemental Benefit shall not be less than zero.

(1) The greater of the following:

(a)    the Target Benefit – a monthly amount equal to 1.6% multiplied by the Participant’s Benefit Service multiplied by the Participant’s Total Average Compensation, or

(b)    the Frozen Benefit, as described in Section 4.F.3., if applicable,

provided, however, that the amount determined under this Section 4.B.1. shall not exceed the Participant’s Compensation at Termination of Employment divided by twelve.

(2) The Offset Benefit – a monthly amount equal to the benefits payable to or on account of the Participant under the PVP, adjusted to reflect payment at the Participant’s Commencement Date as a Single Life Annuity according to the provisions of the PVP.

If the Participant retires after his or her Normal Retirement Date, calculation of the Target Benefit will include Compensation and Benefit Service attained before and after the Normal Retirement Date, and the Offset Benefit will be adjusted to reflect the late retirement according to the provisions of the PVP.

C.    Early Retirement Benefits and Vested Terminated Retirement Benefits

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Subject to the timing rules in Section 6 and the actuarial reductions described below, a Participant will be entitled to retire and commence benefits before his or her Normal Retirement Date in accordance with the provisions of the PVP governing early retirement benefits and vested retirement benefits. An unreduced benefit will not be available, even to a Heritage MDC Participant who has attained age 50 with 30 years of Accumulated Benefit Service.

1.    Early Retirement Benefits

If the Participant retires directly from active employment with the Company and commences benefits before his or her Normal Retirement Date, the Target Benefit will be reduced by ¼% for each month that the Participant’s Commencement Date precedes his or her sixty-second birthday. The Offset Benefit will be adjusted to reflect the early retirement according to the provisions of the PVP.

2.    Vested Terminated Retirement Benefits

If a Participant terminates employment with a vested Supplemental Benefit and commences benefits before his or her Normal Retirement Date, the Target Benefit will be reduced by ½% for each month that the Vested Terminated Participant’s Commencement Date precedes his or her sixty-fifth birthday. The Offset Benefit will be adjusted to reflect the Vested Terminated Participant’s early commencement of benefits according to the provisions of the PVP.

D.    Disability Retirement Benefits

A Participant who was on an approved medical leave of absence on or before April 1, 2003 and who otherwise met the eligibility requirements for a Disability Retirement Date under the PVP on or before December 1, 2004 would be entitled to a disability retirement benefit equal to his unreduced Supplemental Benefit in accordance with the provisions of the PVP governing disability retirement benefits. Disability benefits were payable under this Plan only when and to the extent that the Participant received disability retirement benefits under the PVP. This Section 4.D. applies only to benefits that accrued and commenced payment before December 31, 2004, and it has no application after that date.

E.    Vesting

No Supplemental Benefit shall be payable to a Participant until such Participant is vested in such Supplemental Benefit. A Participant will vest 100% in his Supplemental Benefit at the later of the following: (1) the date the Participant vests 100% in retirement benefits provided under the PVP, or (2) the date the Participant has been on the E-Series Payroll for a period of 36 consecutive months. For these purposes, an Authorized Period of Absence from the E-Series Payroll will count as a period on the E-Series Payroll. If an Employee ceases to be on the E-Series Payroll for any reason other than an Authorized Period of Absence, and the Employee later returns to the E-Series Payroll, periods of service on E-Series Payroll will not be aggregated for purpose of determining whether the 36-consecutive month requirement has been met.

For purposes of computing vesting for a Participant who transfers employment directly from the Company to ULA or USA, uninterrupted service at ULA or USA as an executive will be credited toward the 36 consecutive months requirement described herein, provided that the Participant transfers directly from the E-Series Payroll at the Company to executive status at ULA or USA, as applicable. ULA and USA service will not be credited toward vesting under this Plan for any period following the Participant’s removal from this executive status. For purposes of computing vesting for a participant who transfers employment directly from ULA or USA to the Company, uninterrupted service at ULA or USA as an executive will be credited

14

toward the 36 consecutive months requirement described herein, provided that the Participant transfers directly from executive status at ULA or USA to the E-Series Payroll at the Company. ULA and USA service will not be credited toward vesting under this Plan for any period prior to the Participant’s attainment of this executive status at ULA or USA, as applicable.

Any Participant who was on the E-Series Payroll on January 1, 1999 or was a Participant in the Supplemental Retirement Plan for Executives of The Boeing Company as of December 31, 1998, will be 100% vested in his or her Supplemental Benefit if he or she is vested in his or her benefits under the PVP. A Participant will also be 100% vested if he or she dies before benefits commence with a surviving spouse or becomes eligible for a disability retirement benefit, but only if he or she has vested in his or her benefits under the PVP.

If a Participant retires or Separates from Service (other than a deemed Separation from Service due to an Authorized Period of Absence) before vesting in the Supplemental Benefit, the Participant generally will forfeit all rights to the Supplemental Benefit. To the extent the benefit under this Plan becomes 100% vested during an Authorized Period of Absence that constitutes a deemed Separation from Service, it will remain subject to the payment timing rules under Section 6.A.2.

If a Participant Separates from Service after becoming vested in the Supplemental Benefit, and the Participant is subsequently rehired or returns from an Authorized Period of Absence, the Supplemental Benefit accrued after rehire and return will be 100% vested (even if the Participant fails to be on the E-Series Payroll for 36 consecutive months following rehire or return).

F.    Transfers

Effective January 1, 1999, certain participants in certain of the qualified plans sponsored by the Company and its Affiliates or Subsidiaries were transferred from those qualified plans to the PVP. In addition, effective July 1, 1999, certain participants in the Boeing North American Retirement Plan were transferred from that plan to the PVP. In conjunction with the transfer to the PVP, those participants were also transferred from various non-qualified plans in which they participated into this Plan. As of October 5, 2000, certain participants in The Times Mirror Pension Plan became participants in the PVP.

The following provisions are intended to insure that no benefits were lost as a result of transfers into this Plan or otherwise. These provisions are not intended to result in any duplication of benefits by awarding additional benefits for any period of service with the Company for which the Participant is otherwise entitled to benefits under another non-qualified plan.

1.    Final Average Pay

For Heritage Boeing and Heritage MDC Participants, Final Average Pay will equal the greater of (1) Final Average Pay as defined in Section 2, or (2) the following amount as calculated solely for the period ending January 1, 1999:

(a) For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to Final Average Monthly Earnings as defined in The Boeing Company Employee Retirement Plan, multiplied by twelve;

(b) For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan

15

determined without inclusion of any payments of incentive compensation awards and without regard to any compensation limits under the Code, multiplied by twelve.

2.    Final Average Incentive Pay

For Heritage Boeing and Heritage MDC Participants, Final Average Incentive Pay will equal the greater of (1) Final Average Incentive Pay as defined in Section 2, or (2) the following amount as calculated solely for the period ending January 1, 1999:

(a) For Heritage Boeing Participants, the portion of Final Average Monthly Total Earnings as defined in the Supplemental Retirement Plan for Executives of The Boeing Company, determined by reference to awards under the Incentive Compensation Plan, multiplied by twelve;

(b) For Heritage MDC Participants, the portion of Average Monthly Salary as defined in the Employee Retirement Income Plan of McDonnell Douglas Corporation, Salaried Plan determined by reference to incentive compensation awards of such Participants, multiplied by twelve.

For Heritage Boeing Participants retiring during February or March 1999, this section will be applicable through such Participant’s Commencement Date, so that the Final Average Incentive Pay calculated under (a) above will include awards made in 1999 under the Incentive Compensation Plan.

3. Frozen Benefit

For a Heritage Boeing Participant, the Frozen Benefit will be the Participant’s benefits under the Supplemental Retirement Plan for Executives of The Boeing Company determined as of January 1, 1999, adjusted according to the provisions of the PVP for commencement of benefits on the Participant’s Commencement Date and for payment in the form of a Single Life Annuity.

For a Participant on the E-Series Payroll as of July 1, 1999 who was eligible to retire from the Boeing North American Retirement Plan as of June 30, 1999, that Participant’s Frozen Benefit as of June 30, 1999 will equal the Target Benefit (as defined in Section 4.B.) as of June 30, 1999 plus the Participant’s benefit under the Boeing North American Retirement Plan and Boeing North American non-qualified plans as of June 30, 1999, all adjusted according to the provisions of the PVP for commencement of benefits on June 30, 1999 and for payment in the form of a Single Life Annuity.

4.    Times Mirror Indexing Benefit

As the result of the Company’s acquisition of Jeppesen Sanderson, Inc., its two subsidiaries (Jeppesen DataPlan, Inc. and Nobeltec Corporation), and Airspace Safety Analysis Corporation (“ASAC”), certain participants in the PVP were provided a Jeppesen/ASAC Indexing Benefit, but no Benefit Service was provided for Periods of Service prior to October 5, 2000. Notwithstanding Section 4.B., the calculation of the Offset Benefit under this Plan shall not include the Jeppesen/ASAC Indexing Benefit.

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SECTION 5. THE EXCESS BENEFITS

A.    Eligibility

An Employee will be eligible for an Excess Benefit if the Employee is entitled to a benefit from the PVP and such benefit is limited by Code sections 415 and/or 401(a)(17).

B.    Amount of Excess Benefits

A Participant’s Excess Benefit is equal to the Participant’s benefits under the PVP determined without regard to the limitations under Code sections 415 and 401(a)(17), reduced (but not below zero) by any benefit payable to or on account of the Participant under the PVP.

For Heritage BNA Participants, the Excess Benefit shall also include any benefit accrued as of June 30, 1999 under the Unfunded Supplemental Deferred Compensation Plan for Employees who are Participating in the Rockwell International Deferred Compensation Plan due to the failure to include deferred bonuses as compensation under the Boeing North American Retirement Plan, indexed after June 30, 1999 for increases in compensation in accordance with the provisions governing the Participant's Heritage Benefit under the PVP.

The Excess Benefit is not intended to duplicate any similarly determined benefit under any other non-qualified plan.

C. Adjustments for Commencement Dates other than the Normal Retirement Date

The Excess Benefit generally will be adjusted for a Participant’s Commencement Date that is not his or her Normal Retirement Date according to the same rules governing such adjustments under the PVP.

However, where a Participant’s Commencement Date occurs after January 1, 2008, and after April 1^st of the Plan Year following the Plan Year in which he or she attains age 70½, his or her Excess Benefit will be calculated as if the Participant’s benefit under the PVP had not previously commenced.

D.    Vesting

The Excess Benefit will vest and be forfeited according to the same rules governing vesting and forfeitures under the PVP.

17

SECTION 6.    PAYMENT OF BENEFITS

A.    Payment of Benefits

1.    Form of Payment

In general, a Participant who is eligible to receive a SERP Benefit will be paid in the form of a Single Life Annuity. An eligible Participant may elect prior to the Benefit Commencement Date to receive the SERP Benefit in the form of either (i) a Single Life Annuity, (ii) an Actuarially Equivalent Surviving Spouse Option (with a 50%, 75%, or 100% survivor benefit payable to the Spouse), or (iii) an Actuarially Equivalent Domestic Partner Option (with a 50%, 75% or 100% survivor benefit payable to the Same-Sex Spouse or Designated Domestic Partner). An election made under this Section will be irrevocable after the Benefit Commencement Date.

To the extent a Participant does not elect a Surviving Spouse Option or a Domestic Partner Option before the Benefit Commencement Date, the SERP Benefit will be paid in the form of a 50% Surviving Spouse Option (if married to a Spouse), or in the form of a Single Life Annuity (in all other cases). Marital status will be determined at the time of commencement of benefits. A Participant who fails to confirm his or her marital status will be presumed to be unmarried, and benefits will be paid in the form of a Single Life Annuity.

If the Participant receives his or her benefit in the form of a Surviving Spouse Option or Domestic Partner Option, and the Participant survives his or her Spouse, Same-Sex Spouse or Designated Domestic Partner, as applicable, the Participant’s monthly payment will increase on a prospective basis, commencing as of the beneficiary’s death, to equal the monthly payment the Participant would have received had he or she been paid in the form of a Single Life Annuity.

Notwithstanding the foregoing, the SERP Benefit will be paid in a single lump sum if the Actuarial Equivalent present value is $15,000 or less as of the commencement date.

In the event that guidance issued by the IRS or Treasury Department under Code section 409A requires application of the aggregation rule provided under Treasury Regulation section 1.409A-3(j)(4)(v)(A) or successor regulation to a nondiscretionary cashout, the cashout described above will operate only to the extent that this aggregation rule is satisfied.

2.    Timing of Payment

(a) General Rule

The SERP Benefit will be paid or commence as of the first day of the month following the later of the events described in (A) and (B) below.

(A) The Participant’s attainment of age 55.

18

(B) The Participant’s Separation from Service.

A special rule applies to a Heritage MDC Participant who Separates from Service after attaining age 50, and who has 30 years of Accumulated Benefit Service. For this Heritage MDC Participant, the SERP Benefit will be paid as of the first of the month following the Separation from Service.

See subsection (c) below for special timing rules applicable to Specified Employees.

(b) Participants Working Past Age 70½

Effective January 1, 2008, the SERP Benefit for a Participant who continues to work past age 70½ will be paid as of the first of the month following the Participant’s Separation from Service. This rule does not apply to any Participant whose benefits commenced prior to January 1, 2008.

(c) Specified Employees

A Specified Employee will not receive any distribution under this Plan during the six-month period immediately following his or her Separation from Service.

The SERP Benefit of a Specified Employee will be calculated as of the first day of the month immediately following his or her Separation from Service (or age 55 if later). All payments missed during the six-month waiting period described above will be paid in a single sum after the completion of this six-month waiting period.

In the event of a Specified Employee’s death during the six-month waiting period, the waiting period will cease to apply. The Specified Employee’s benefits will be distributed in accordance with Section 6.B.2. (Death Benefits).

B.    Death Benefits

1.    Death Before Commencement of Benefits

If a Participant dies before benefit commencement under the Plan, a death benefit based upon the Participant’s accrued SERP Benefit at the time of death will be payable to his or her surviving Spouse, as of the first of the month following the Participant’s death.

If a Participant dies after commencing a portion of his or her benefit, but less than the entire benefit, the survivor benefit described herein will apply solely to the portion of the benefit that has not yet commenced.

In general, where a Participant dies after attaining age 55, death benefits under this subsection B.1. will be paid to the Spouse in the form of a 100% Surviving Spouse Option. Where a Participant dies before attaining age 55, except as provided below,

19

these death benefits will be paid in the form of a 50% Surviving Spouse Option.

A special rule applies to a Heritage MDC Participant who dies after attaining age 50. For this Heritage MDC Participant, death benefits under this subsection B.1. will be paid to the Spouse in the form of a 100% Surviving Spouse Option rather than a 50% Surviving Spouse Option.

Benefits payable in the form of a Surviving Spouse Option generally will be reduced by the appropriate actuarial factors under this Plan, based on whether the Participant satisfied the requirements for an Early Retirement Benefit or Vested Terminated Benefit at the time of death. Benefits payable before a Participant’s earliest commencement date under Section 6.A.2.(a) will be further reduced below this age based on the Actuarial Equivalent factors used to calculate lump sum benefits under the PVP.

Notwithstanding the foregoing, the SERP Benefit will be paid in a single lump sum if the Actuarial Equivalent present value is $15,000 or less as of the commencement date. In the event that guidance issued by the IRS or Treasury Department under Code section 409A requires application of the aggregation rule provided under Treasury Regulation section 1.409A-3(j)(4)(v)(A) or successor regulation to a nondiscretionary cashout, the cashout described above will operate only to the extent that this aggregation rule is satisfied.

If a Participant dies on or after May 1, 2013 with no surviving Spouse, the Participant’s Same-Sex Spouse, or if none, the Participant’s Designated Domestic Partner, will be eligible for the death benefit otherwise payable to a Spouse under this Section. No benefit will be payable to a Same-Sex Spouse or Designated Domestic Partner in the event that a Participant is married to a Spouse (as defined under the Plan) upon the Participant’s death. For purposes of this subsection, a Participant’s designation of a domestic partnership will remain in effect until terminated by the Participant, in accordance with procedures established by the Plan Administrator for the Plan.

2. Death After Commencement of Benefits

If the Participant dies after his or her benefits commence, benefits will be paid in accordance with the form of benefits elected under Section 6.A.1. above.

If a Participant dies after commencing a portion of his or her benefit, but less than the entire benefit, the survivor benefit described herein will apply solely to the portion of the benefit that has already commenced.

If the surviving Spouse, Same-Sex Spouse or Designated Domestic Partner dies while receiving benefit payments, no further payments will be made to the Spouse’s, Same-Sex Spouse’s or Designated Domestic Partner’s estate or beneficiaries.

C.    Delays in Payment

Payment of benefits under this Article may be delayed to the extent permitted under Code section 409A, as determined by the Committee.

20

D. Involuntary Inclusion in Income

If a determination is made by the Internal Revenue Service that the benefit of any Participant (or his or her beneficiary) is subject to current income taxation under Code section 409A, then the taxable portion of such benefit will be immediately distributed to the Participant (or his or her beneficiary), notwithstanding the general timing rule described in Section 6.A.2. above.

21

SECTION 7. NONASSIGNABILITY

Except as otherwise provided herein, the SERP Benefit shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, charge, execution, attachment, garnishment or any other legal process. Any attempt to take any such action shall be void and shall authorize the Committee, in its sole and absolute discretion, to forfeit all further right and interest in any benefit under this Plan. The Committee may, however, recognize domestic relations orders, generally subject to the same rules and procedures governing qualified domestic relations orders under the PVP, and provided that any benefits transferred due to such domestic relations order shall reduce any benefits to which the Participant would otherwise be entitled under this Plan. Notwithstanding the foregoing, a domestic relations order will be recognized under this Plan solely to the extent that benefits commence to the alternate payee or beneficiary at the same time as benefit payments commence to the Participant. In addition, the SERP Benefit may be reduced by the amount of any tax obligation paid by the Company, its Affiliates or Subsidiaries on behalf of a Participant or surviving spouse.

SECTION 8. UNFUNDED STATUS OF PLAN

No funds shall be segregated or earmarked for any current or former Participant, beneficiary or other person under the Plan. However, the Company may establish one or more trusts to assist in meeting its obligations under the Plan, the assets of which shall be subject to the claims of the Company’s general creditors. No current or former Participant, beneficiary or other person, individually or as a member of a group, shall have any right, title or interest in any account, fund, grantor trust, or any asset that may be acquired by the Company or an Affiliate in respect of its obligations under the Plan (other than as a general creditor of the Company or such Affiliate with an unsecured claim against its general assets.

SECTION 9. ADMINISTRATION

The Plan shall be administered by the Committee. The Committee shall make such rules, interpretations, determinations of fact and computations as it may, in its sole and absolute discretion, deem appropriate. Any decision of the Committee with respect to the Plan, including (without limitation) any calculation of a benefit, shall be conclusive and binding on all persons.

SECTION 10. AMENDMENT AND TERMINATION

The Board of Directors of The Boeing Company shall have the authority to amend or terminate the Plan at any time. The Board of Directors of The Boeing Company may delegate the authority to amend the Plan at any time, in its sole discretion. Such amendment or termination shall not adversely affect or impair the benefit entitlements in course of payment to retired employees and surviving beneficiaries, the contingent rights to the continuance of benefit payments to the beneficiaries of retired employees named as joint annuitants, or the accrued benefit as defined in this Section of all eligible employees then in the employ of the Company.

For the purpose of this section, an accrued benefit will be determined for each eligible employee in accordance with the provisions of Sections 3 through 5 but based on Benefit Service, Total Average Compensation, Compensation and the accrued benefit provided by the PVP, all determined as of the effective date of the amendment or termination.

In general, upon the termination of the Plan with respect to any Participant, the affected Participants will not

22

be entitled to receive a distribution until the time specified in Section 6. Notwithstanding the foregoing, the Company may, in its discretion, terminate the entire Plan and pay each Participant a single lump-sum distribution of his or her entire accrued benefit to the extent permitted under conditions set forth in Code section 409A and IRS or Treasury guidance thereunder.

SECTION 11. DISTINCT STATUS OF PLANS

For purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, the Plan shall consist of the following three distinct employee benefit plans: (1) a plan granting the Supplemental Benefit; (2) a plan granting the portion of the Excess Benefit determined by disregarding the limitations imposed by section 415 of the Code; and (3) a plan granting the portion of the Excess Benefit determined by disregarding the limitations imposed by section 401(a)(17) of the Code.

SECTION 12. EMPLOYMENT RIGHTS

Nothing in the Plan shall be deemed to give any person any right to remain in the employ of the Company or affect any right of the Company to terminate a person’s employment with or without cause.

SECTION 13. CLAIMS PROCEDURE

The procedures for making claims for benefits under the Plan and for having the denial of a benefits claim reviewed shall be the same as those procedures set forth in the PVP.

SECTION 14. COMPLIANCE WITH CODE SECTION 409A

It is intended that amounts deferred under this Plan will not be taxable under section 409A of the Code with respect to any individual. All provisions of this Plan shall be construed in a manner consistent with this intent.

SECTION 15. CONSTRUCTION

The validity of the Plan or any of its provisions will be determined under and will be construed according to federal law and, to the extent permissible, according to the internal laws of the state of Illinois. If any provision of the Plan is held illegal or invalid for any reason, such determination will not affect the remaining provisions of the Plan and the Plan will be construed and enforced as if said illegal or invalid provision had never been included.

SECTION 16. LEGAL ACTION

No legal action may be brought in court on a claim for benefits under the Plan after 180 days following the decision on appeal (or 180 days following the expiration of the time to make an appeal if no appeal is made).

23

EX-12

EXHIBIT 12

Computation of Ratio of Earnings to Fixed Charges

The Boeing Company and Subsidiaries

(Dollars in millions)

	Years ended December 31,
	2013		2012		2011			2010			2009
Earnings before income taxes		$6,232		$5,910		$5,393			$4,507			$1,731
Fixed charges excluding capitalized interest	514		603		677			726			564
Amortization of previously capitalized interest	74		75		64			60			61
Net adjustment for earnings from affiliates	13		69		(38		)	(11		)	(10		)
Earnings available for fixed charges		$6,833		$6,657		$6,096			$5,282			$2,346
Fixed charges:
Interest and debt expense(1)		$461		$551		$626			$676			$514
Interest capitalized during the period	87		74		57			48			90
Rentals deemed representative of an interest factor	53		52		51			50			50
Total fixed charges		$601		$677		$734			$774			$654
Ratio of earnings to fixed charges	11.4		9.8		8.3			6.8			3.6

⁽¹⁾  Amount does not include tax-related interest expense which is reported as a component of Income tax expense in our Condensed Consolidated Statements of Operations.

EX-21

EXHIBIT 21

The Boeing Company Subsidiaries

Name	Place of Incorporation
Argon ST, Inc.	Delaware
Astro Limited	Bermuda
Aviall Services, Inc.	Delaware
Aviall UK, Inc.	Delaware
Aviall, Inc.	Delaware
BCC Cove Corporation	Delaware
BCC Equipment Leasing Corporation	Delaware
Boeing Aerospace Operations, Inc.	Delaware
Boeing Aerostructures Australia Pty Ltd.	Australia
Boeing Airborne Surveillance Enterprises, Inc.	Delaware
Boeing Aircraft Holding Company	Delaware
Boeing Australia Holdings Proprietary Limited	Australia
Boeing Canada Operations Ltd.	Canada
Boeing Capital Corporation	Delaware
Boeing Capital Loan Corporation	Delaware
Boeing CAS Holding GmbH	Germany
Boeing Commercial Space Company	Delaware
Boeing Defence Australia Ltd	Australia
Boeing Defence UK Limited	United Kingdom
Boeing Intellectual Property Licensing Company	Delaware
Boeing International B.V. & Co. Holding KGaA	Germany
Boeing International Logistics Spares, Inc.	Delaware
Boeing Logistics Spares, Inc.	Delaware
Boeing North American Space Alliance Company	Delaware
Boeing Operations International, Incorporated	Delaware
Boeing Satellite Systems International, Inc.	Delaware
Insitu, Inc.	Washington
Jeppesen GmbH	Germany
Jeppesen Sanderson, Inc.	Delaware
Narus, Inc.	Delaware

In accordance with Item 601(b)(21) of Regulation S-K, the company has omitted from this Exhibit the names of its subsidiaries which, considered in the aggregate or as a single subsidiary, do not constitute a significant subsidiary as defined in Rule 1-02(w) of Regulation S-X.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-25332, 33-31434, 33-43854, 33-58798, 33-52773, 333-16363, 333-26867, 333-32461, 333-32491, 333-32499, 333-32567, 333-41920, 333-54234, 333-73252, 333-107677, 333-140837, 333-156403, 333-160752 and 333-163637 on Form S-8 and Registration Statement No. 333-179808 on Form S-3 of our reports dated February 14, 2014, relating to the consolidated financial statements of The Boeing Company and subsidiaries (the “Company"), and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K of the Company, for the year ended December 31, 2013.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 14, 2014

EX-31.1

EXHIBIT 31(i)

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, W. James McNerney, Jr. ,certify that:

1. I have reviewed this annual report on Form 10-K of The Boeing Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2014

/s/ W. James McNerney, Jr.

W. James McNerney, Jr.

Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31(ii)

CERTIFICATION PURSUANT TO

RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory D. Smith, certify that:

1. I have reviewed this annual report on Form 10-K of The Boeing Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2014

/s/ Gregory D. Smith

Gregory D. Smith

Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32(i)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Boeing Company (the “Company”) on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. James McNerney, Jr. ,Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ W. James McNerney, Jr.

W. James McNerney, Jr.

Chairman and Chief Executive Officer

February 14, 2014

EX-32.2

EXHIBIT 32(ii)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of The Boeing Company (the “Company”) on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory D. Smith, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gregory D. Smith

Gregory D. Smith

Executive Vice President and Chief Financial Officer

February 14, 2014

XML

Goodwill And Acquired Intangibles (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule Of Goodwill By Reportable Segment

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Commercial Airplanes			Boeing Military Aircraft			Network & Space Systems			Global Services & Support		Total
Balance at January 1, 2011		$2,110			$1,041			$1,461			$325		$4,937
Acquisitions							16					16
Goodwill adjustments	(4		)				(4		)			(8		)
Balance at December 31, 2011		$2,106			$1,041			$1,473			$325		$4,945
Acquisitions	12									72		84
Goodwill adjustments	7						(1		)			6
Balance at December 31, 2012		$2,125			$1,041			$1,472			$397		$5,035
Acquisitions				18						7		25
Goodwill adjustments (1)	(17		)	(45		)	41			4		(17		)
Balance at December 31, 2013		$2,108			$1,014			$1,513			$408		$5,043

Schedule Of Finite-Lived Intangible Assets

The gross carrying amounts and accumulated amortization of our acquired finite-lived intangible assets were as follows at December 31:

	2013				2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Distribution rights		$2,275		$483		$2,132		$388
Product know-how	507		199		507		171
Customer base	615		347		617		300
Developed technology	853		742		865		717
Other	233		157		214		145
Total		$4,483		$1,928		$4,335		$1,721

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated amortization expense for the five succeeding years is as follows:

	2014		2015		2016		2017		2018
Estimated amortization expense		$219		$214		$199		$193		$186

XML

Quarterly Financial Data (Narrative) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended			3 Months Ended						12 Months Ended			3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2012	Dec. 31, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Satellite [Member]	Dec. 31, 2013 A-12 Program [Member]
Schedule of Quarterly Financial Information [Line Items]
Benefit/(Charge) Related to Litigation Settlement													$ 121	$ (406)
Income tax benefit recorded				$ 212		$ 145			$ 397
Cash dividends declared, per share	$ 0.73	$ 0.485	$ 0.44	$ 1.215	$ 0.97		$ 0.925	$ 0.88		$ 2.185	$ 1.805	$ 1.70

XML

Postretirement Plans (Schedule Of Assumed Health Care Cost Trend Rates) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
General Discussion of Pension and Other Postretirement Benefits [Abstract]
Health care cost trend rate assumed next year	7.00%	7.50%	7.50%
Ultimate trend rate	5.00%	5.00%	5.00%
Year that trend reached ultimate rate	2018	2018	2018

XML

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value, Assets And Liabilities Measured On Recurring Basis

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. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Assets
Money market funds		$3,783			$3,783							$4,534			$4,534
Available-for-sale investments	8			6						$2	9			6						$3
Derivatives	86						$86				178						$178
Total assets		$3,877			$3,789		$86			$2		$4,721			$4,540		$178			$3
Liabilities
Derivatives		($79	)				($79	)				($84	)				($84	)
Total liabilities		($79	)				($79	)				($84	)				($84	)

Fair Value, Assets Measured On Nonrecurring Basis Using Unobservable Inputs

The following table presents the nonrecurring losses recognized for the years ended December 31, and the fair value and asset classification of the related assets as of the impairment date:

	2013					2012
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$216		($81	)		$75		($55	)
Property, plant and equipment	40		(15		)	21		(21		)
Total		$256		($96	)		$96		($76	)

Fair Value, Assets Measured On Nonrecurring Basis, Valuation Techniques

For Level 3 assets that were measured at fair value on a non-recurring basis during the year ended December 31, 2012, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

	Fair Value	Valuation Technique(s)	Unobservable Input	Range Median or Average
Operating lease equipment	$216	Market approach	Aircraft value publications	$155 - $206(1) Median $189
			Aircraft condition adjustments	($18) - $45(2) Net $27

⁽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 Values And Related Carrying Values Of Financial Instruments

The fair values and related carrying values of financial instruments that are not required to be remeasured at fair value on the Consolidated Statements of Financial Position at December 31 were as follows:

	December 31, 2013
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$6,546			$6,525				$6,525
Notes receivable, net	572			622				622
Liabilities
Debt, excluding capital lease obligations	(9,483		)	(10,897		)		(10,897		)

	December 31, 2012
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$5,608			$5,642				$5,642
Notes receivable, net	571			632				632
Liabilities
Debt, excluding capital lease obligations	(10,231		)	(12,269		)		(12,221		)		($48	)

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Arrangements With Off-Balance Sheet Risk (Tables)

12 Months Ended

Dec. 31, 2013

Guarantees [Abstract]

Schedule Of Guarantor Obligations

The following table provides quantitative data regarding our third party guarantees. The maximum potential payments represent a “worst-case scenario,” and do not necessarily reflect amounts that we expect to pay. Estimated proceeds from collateral and recourse represent the anticipated values of assets we could liquidate or receive from other parties to offset our payments under guarantees. The carrying amount of liabilities represents the amount included in Accrued liabilities.

	Maximum Potential Payments				Estimated Proceeds from Collateral/ Recourse				Carrying Amount of Liabilities
December 31,	2013		2012		2013		2012		2013		2012
Contingent repurchase commitments		$1,872		$2,065		$1,871		$2,065		$5		$5
Indemnifications to ULA:
Contributed Delta program launch inventory	127		137
Contract pricing	261		261						7		7
Other Delta contracts	227		232						8		8
Other indemnifications	106		137						28		32
Credit guarantees	35		13		27		4		2		2

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Share-Based Compensation And Other Compensation Arrangements (Schedule Of Assumptions Used For Fair Value Of Stock Options Granted) (Details) (USD $)	0 Months Ended		1 Months Ended
	Feb. 25, 2013	Feb. 27, 2012	Feb. 28, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected Life (in years)	6 years	6 years	6 years
Expected Volatility	29.00%	29.90%	29.80%
Expected Dividend Yield	2.60%	2.40%	2.30%
Risk Free Interest Rate	1.00%	1.10%	2.50%
Weighted-Average Grant Date Fair Value Per Share	$ 15.85	$ 16.89	$ 17.96

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Income Taxes (Significant Components Of Deferred Tax Assets Net Of Deferred Tax Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	$ (3,303)	[1]	$ 2,413	[1]
Valuation Allowance - Inventory and long-term contract methods of income recognition, fixed assets and other	20		27
Valuation Allowance - Net operating loss, credit and capital loss carryovers	105		94
Deferred tax asset for net operating loss and credit carryovers each year through December 31, 2033	295
Deferred tax asset for net operating loss and credit carryovers indefinitely	67
Deferred tax assets related to Accumulated other comprehensive loss	5,818		10,210
Retiree Health Care Accruals [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	2,458		2,867
Inventory And Long-Term Contract Methods Of Income Recognition, Fixed Assets And Other [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	(9,948)		(7,151)
Partnerships And Joint Ventures [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	(62)		(162)
Other Employee Benefits Accruals [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	1,773		1,427
In-Process Research And Development Related To Acquisitions [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	23		37
Net Operating Loss, Credit And Capital Loss Carryovers [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	362		307
Pension Asset [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	3,099		6,232
Customer And Commercial Financing [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	(990)		(1,078)
Unremitted Earnings Of Non-U.S. Subsidiaries [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	(44)		(49)
Other Net Unrealized Losses [Member]
Deferred Tax Assets, Net Of Deferred Tax Liabilities [Line Items]
Net deferred tax assets	$ 26		$ (17)

[1] Of the deferred tax asset for net operating loss and credit carryovers, $295 expires in years ending from December 31, 2014 through December 31, 2033 and $67 may be carried over indefinitely. Included in the net deferred tax (liabilities)/assets as of December 31, 2013 and 2012 are deferred tax assets in the amounts of $5,818 and $10,210 related to Accumulated other comprehensive loss.

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Shareholders' Equity (Schedule Of Changes In Each Class Of Shares) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Beginning balance, Common Stock	1,012,261,159	1,012,261,159	1,012,261,159
Ending balance, Common Stock	1,012,261,159	1,012,261,159	1,012,261,159
Treasury Stock, Number of Shares and Restriction Disclosures [Abstract]
Beginning balance, Treasury Stock	256,630,628	267,556,388	277,002,059
Issued, Treasury Stock	(17,903,704)	(11,935,423)	(9,800,174)
Acquired, Treasury Stock	26,155,537	1,009,663	354,503
Ending balance, Treasury Stock	264,882,461	256,630,628	267,556,388

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area

Revenues, including foreign military sales, are reported by customer location and consisted of the following:

Years ended December 31,	2013		2012		2011
Asia, other than China		$12,200		$10,390		$7,438
China	10,555		6,086		4,779
Europe	10,622		10,269		9,850
Middle East	9,165		10,285		5,477
Oceania	1,657		2,043		3,067
Canada	1,486		586		618
Africa	621		1,282		1,759
Latin America, Caribbean and other	2,725		3,555		1,356
Total non-U.S. revenues	49,031		44,496		34,344
United States	37,592		37,202		34,391
Total revenues		$86,623		$81,698		$68,735

Schedule Of Depreciation And Amortization Expense By Segment

Depreciation and Amortization

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$632		$614		$565
Defense, Space & Security:
Boeing Military Aircraft	131		120		116
Network & Space Systems	120		123		128
Global Services & Support	69		67		62
Total Defense, Space & Security	320		310		306
Boeing Capital Corporation	110		150		153
Other segment	299		261		242
Unallocated items and eliminations	483		476		409
Total		$1,844		$1,811		$1,675

Schedule Of Capital Expenditures By Segment

Capital Expenditures

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$694		$665		$540
Defense, Space & Security:
Boeing Military Aircraft	186		153		122
Network & Space Systems	96		115		101
Global Services & Support	48		57		55
Total Defense, Space & Security	330		325		278
Other segment	323		232		174
Unallocated items and eliminations	751		481		721
Total		$2,098		$1,703		$1,713

Schedule Of Intersegment Revenues, Eliminated in Unallocated Items and Eliminations

Intersegment revenues, eliminated in Unallocated items and eliminations, are shown in the following table.

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$879		$1,215		$701
Boeing Capital	29		49		66
Total		$908		$1,264		$767

Schedule Of Unallocated Items and Eliminations

Components of Unallocated items and eliminations are shown in the following table.

Years ended December 31,	2013			2012			2011
Share-based plans		($95	)		($81	)		($83	)
Deferred compensation	(238		)	(75		)	(61		)
Capitalized interest	(69		)	(70		)	(51		)
Eliminations and other	(703		)	(266		)	(276		)
Sub-total	(1,105		)	(492		)	(471		)
Pension	(1,374		)	(787		)	(269		)
Postretirement	60			(112		)	(248		)
Pension and Postretirement	(1,314		)	(899		)	(517		)
Total		($2,419	)		($1,391	)		($988	)

Reconciliation of Assets from Segment to Consolidated

Segment assets are summarized in the table below.

December 31,	2013		2012
Commercial Airplanes		$49,520		$41,769
Defense, Space & Security:
Boeing Military Aircraft	6,973		6,582
Network & Space Systems	6,450		6,669
Global Services & Support	3,939		3,692
Total Defense, Space & Security	17,362		16,943
Boeing Capital	3,914		4,347
Other segment	1,208		1,043
Unallocated items and eliminations	20,659		24,794
Total		$92,663		$88,896

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Customer Financing (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Customer Financing [Line Items]
Operating lease equipment	$ 1,734	$ 2,038
Individually evaluated for impairment	95	616
Impaired financing receivables	0	446
Allowance for Credit Losses, Individually Evaluated for Impairment	0	0
Average recorded investment in impaired receivables	376	466	517
Interest income recognized on financing receivables	30	6	0
CCC Credit Rating [Member]
Customer Financing [Line Items]
Percentage Of Credit Default Rates Applied To Customers	46.00%
Operating lease equipment available for sale or re-lease [Member] | Boeing Capital Corporation [Member]
Customer Financing [Line Items]
Operating lease equipment	83	354
Operating lease equipment available for sale or re-lease [Member] | Boeing Capital Corporation [Member] | Firm Lease Commitments [Member]
Customer Financing [Line Items]
Operating lease equipment	$ 57	$ 266

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Debt Debt (Schedule of Long-term debt instruments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total debt	$ 9,635	$ 10,409
Boeing Capital Corporation [Member]
Debt Instrument [Line Items]
Total debt	2,577	2,742
Other Boeing Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 7,058	$ 7,667

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Investments (Tables)

12 Months Ended

Dec. 31, 2013

Investments [Abstract]

Schedule Of Investments

Our investments, which are recorded in Short-term and other investments or Investments, consisted of the following at December 31:

	2013		2012
Time deposits		$6,090		$3,135
Pledged money market funds(1)	46		56
Available-for-sale investments	8		9
Equity method investments (2)	1,164		1,137
Restricted cash(3)	33		25
Other investments	33		35
Total		$7,374		$4,397

⁽¹⁾  Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.

⁽²⁾  Dividends received were $226 and $341 during 2013 and 2012. Retained earnings at December 31, 2013 include undistributed earnings from our equity method investments of $144.

⁽³⁾  Restricted to pay certain claims related to workers’ compensation and life insurance premiums for certain employees.

Schedule of Equity Method Investments

Our equity method investments consisted of the following as of December 31:

	Segment	Ownership Percentages	Investment Balance
			2013		2012
United Launch Alliance	Network & Space Systems (N&SS)	50%		$970		$946
Other	Commercial Airplanes, N&SS and Global Services & Support (GS&S)		194		191
Total Equity method investments				$1,164		$1,137

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Quarterly Financial Data

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Data (unaudited)

Quarterly Financial Data (Unaudited)

	2013												2012
	4th			3rd			2nd			1st			4th			3rd			2nd			1st
Total revenues		$23,785			$22,130			$21,815			$18,893			$22,302			$20,008			$20,005			$19,383
Total costs and expenses	(20,388		)	(18,674		)	(18,450		)	(15,756		)	(19,046		)	(16,799		)	(16,746		)	(16,074		)
Earnings from operations	1,515			1,803			1,716			1,528			1,624			1,559			1,542			1,565
Net earnings from continuing operations	1,233			1,160			1,087			1,106			978			1,034			967			924
Net (loss)/gain from disposal of discontinued operations				(2		)	1									(2		)				(1		)
Net earnings	1,233			1,158			1,088			1,106			978			1,032			967			923
Basic earnings per share from continuing operations	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Basic earnings per share	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Diluted earnings per share from continuing operations	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Diluted earnings per share	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Cash dividends declared per share	1.215						0.97						0.925						0.88
Common stock sales price per share:
High	142.00			120.38			104.15			86.84			76.56			75.96			77.83			76.74
Low	113.34			98.99			83.80			72.68			69.20			69.03			66.82			72.30
Quarter end	136.49			117.50			102.44			85.85			75.36			69.60			74.30			74.37

Gross profit is calculated as Total revenues minus Total costs and expenses. Total costs and expenses includes Cost of products, Cost of services and Boeing Capital interest expense.

During the first quarter of 2012, we recorded a benefit of $121 related to a favorable court judgment on satellite litigation.

During the fourth quarter of 2013, we recorded a charge of $406 related to the A-12 litigation settlement. See Note 20.

In 2013, we recorded income tax benefits of $145 in the first quarter and $212 in the fourth quarter related to research tax credits.

We increased our quarterly dividend from $0.44 to $0.485 in December 2012 and to $0.73 in December 2013.

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Customer Financing (Schedule Of Customer Financing) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Customer Financing [Abstract]
Investment in sales-type/finance leases	$ 1,699	$ 1,850
Notes	587	592
Operating lease equipment, at cost, less accumulated depreciation of $564 and $628	1,734	2,038
Gross customer financing	4,020	4,480
Less allowance for losses on receivables	(49)	(60)	(70)	(353)
Total	3,971	4,420
Operating lease equipment, accumulated depreciation	$ 564	$ 628

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Share-Based Compensation And Other Compensation Arrangements (Narrative) (Details) (USD $)	0 Months Ended		1 Months Ended	12 Months Ended
	Feb. 25, 2013	Feb. 27, 2012	Feb. 28, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Feb. 22, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of shares of stock available for issuance				80,000,000
Number of options granted	6,591,968	6,114,922	5,426,910
Stock options vesting percentage after the first year	34.00%	34.00%					34.00%
Stock options vesting percentage after the second year	33.00%	33.00%					33.00%
Stock options vesting percentage after the third year	33.00%	33.00%					33.00%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value				$ 546,000,000	$ 89,000,000	$ 67,000,000
Cash received from options exercised				1,097,000,000	120,000,000	114,000,000
Tax benefit realized from exercise of stock options				190,000,000	29,000,000	23,000,000
Grant date fair value of stock options vested				89,000,000	83,000,000	92,000,000
Initial Value Of Performance Awards (per unit)				$ 100
Deferred compensation				238,000,000	75,000,000	59,000,000
Deferred compensation liability which is being marked to market				1,258,000,000	1,104,000,000
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount payable at end of three-year performance period (per unit)				$ 0
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount payable at end of three-year performance period (per unit)				$ 200
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment award options expiration term (in years)	10 years	10 years	10 years
Award vesting period (in years)	3 years	3 years	3 years
Total unrecognized compensation cost				95,000,000
Weighted average period (in years) over which the unrecognized compensation cost related to stock options is expected to be recognized				1 year 10 months
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate number of shares of stock available for issuance				16,000,000
Award vesting period (in years)				3 years
Restricted stock units (RSUs) granted	1,375,414	1,369,810	1,364,440
Restricted stock units (RSUs) granted (fair value per share)	$ 75.97	$ 75.40	$ 71.44
Performance Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)	3 years
Performance Awards [Member] | 2012 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		3 years
Performance Awards [Member] | 2011 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)			3 years
Performance Awards [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				0
Performance Awards [Member] | Minimum [Member] | 2012 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				0
Performance Awards [Member] | Minimum [Member] | 2011 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				0
Performance Awards [Member] | Maximum [Member] | 2013 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				275,000,000
Performance Awards [Member] | Maximum [Member] | 2012 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				259,000,000
Performance Awards [Member] | Maximum [Member] | 2011 Performance Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance Awards payout				$ 248,000,000

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Derivative Financial Instruments (Schedule Of Notional Amounts And Fair Values Of Derivative Instruments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Derivative [Line Items]
Notional amounts	$ 3,177	[1]	$ 3,224	[1]
Other assets	149		231
Accrued liabilities	(142)		(137)
Net recorded balance, Other assets	86		178
Net recorded balance, Accrued liabilities	(79)		(84)
Netting Arrangements [Member]
Derivative [Line Items]
Derivative Liability, Fair Value, Amount Offset Against Collateral	(63)		(53)
Derivative Asset, Fair Value, Amount Offset Against Collateral	63		53
Foreign Exchange Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Notional amounts	2,524	[1]	2,310	[1]
Other assets	122		202
Accrued liabilities	(64)		(16)
Foreign Exchange Contracts [Member] | Derivatives Not Receiving Hedge Accounting Treatment [Member]
Derivative [Line Items]
Notional amounts	259	[1]	412	[1]
Other assets	12		3
Accrued liabilities	(35)		(42)
Interest Rate Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Notional amounts	313	[1]	388	[1]
Other assets	13		26
Commodity Contracts [Member] | Derivatives Designated As Hedging Instruments [Member]
Derivative [Line Items]
Notional amounts	72	[1]	99	[1]
Other assets	2
Accrued liabilities	(39)		(71)
Commodity Contracts [Member] | Derivatives Not Receiving Hedge Accounting Treatment [Member]
Derivative [Line Items]
Notional amounts	9	[1]	15	[1]
Accrued liabilities	$ (4)		$ (8)

[1] Notional amounts represent the gross contract/notional amount of the derivatives outstanding.

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Fair Value Measurements Fair Values And Related Carrying Values of Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accounts receivable, net	$ 6,546	$ 5,608
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accounts receivable, net	6,546	5,608
Notes receivable, net	572	571
Debt, excluding capital lease obligations, Carrying Amount	(9,483)	(10,231)
Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accounts receivable, Fair Value	6,525	5,642
Notes receivable, Fair Value	622	632
Debt, excluding capital lease obligations, Fair Value	(10,897)	(12,269)
Fair Value [Member] | Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Accounts receivable, Fair Value	6,525	5,642
Notes receivable, Fair Value	622	632
Debt, excluding capital lease obligations, Fair Value	(10,897)	(12,221)
Fair Value [Member] | Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt, excluding capital lease obligations, Fair Value		$ (48)

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Accounts Receivable (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable [Line Items]
Unbillable, expected to be collected after one year	$ 1,020	$ 730
Accounts receivable, net	6,546	5,608
Commercial Customers [Member]
Accounts Receivable [Line Items]
Unbillable, expected to be collected after one year	179	230
LightSquared [Member]
Accounts Receivable [Line Items]
Accounts receivable, net	$ 112
Number of satellites	2

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Property, Plant And Equipment (Payments Due Under Operating And Capital Leases Net Of Sublease Amounts And Non-Cancellable Future Rentals) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2014	$ 223
2015	171
2016	142
2017	120
2018	95
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2014	61
2015	37
2016	22
2017	14
2018	$ 0

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Summary Of Business Segment Data (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Revenues	$ 23,785	$ 22,130	$ 21,815	$ 18,893	$ 22,302	$ 20,008	$ 20,005	$ 19,383	$ 86,623	$ 81,698	$ 68,735
Earnings from operations	1,515	1,803	1,716	1,528	1,624	1,559	1,542	1,565	6,562	6,290	5,823
Other income, net									56	62	47
Interest and debt expense									(386)	(442)	(477)
Earnings before income taxes									6,232	5,910	5,393
Income tax expense									(1,646)	(2,007)	(1,382)
Net earnings from continuing operations	1,233	1,160	1,087	1,106	978	1,034	967	924	4,586	3,903	4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)		(2)	1			(2)		(1)	(1)	(3)	7
Net earnings	1,233	1,158	1,088	1,106	978	1,032	967	923	4,585	3,900	4,018
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Revenues									52,981	49,127	36,171
Earnings from operations									5,795	4,711	3,495
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Revenues									33,197	32,607	31,976
Earnings from operations									3,235	3,068	3,158
Operating Segments [Member] | Defense, Space & Security [Member] | Boeing Military Aircraft [Member]
Segment Reporting Information [Line Items]
Revenues									15,936	16,019	14,585
Earnings from operations									1,465	1,489	1,431
Operating Segments [Member] | Defense, Space & Security [Member] | Network & Space Systems [Member]
Segment Reporting Information [Line Items]
Revenues									8,512	7,911	8,964
Earnings from operations									719	562	759
Operating Segments [Member] | Defense, Space & Security [Member] | Global Services & Support [Member]
Segment Reporting Information [Line Items]
Revenues									8,749	8,677	8,427
Earnings from operations									1,051	1,017	968
Operating Segments [Member] | Boeing Capital Corporation [Member]
Segment Reporting Information [Line Items]
Revenues									408	468	547
Earnings from operations									107	88	119
Consolidated Other [Member] | Other Segment [Member]
Segment Reporting Information [Line Items]
Revenues									102	106	123
Earnings from operations									(156)	(186)	39
Unallocated Items And Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues									(65)	(610)	(82)
Earnings from operations									$ (2,419)	$ (1,391)	$ (988)

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Postretirement Plans (Schedule Of Estimated Amount That Will Be Amortized From Accumulated Other Comprehensive Loss Into Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Recognized net actuarial loss	$ 1,032
Amortization of prior service costs/(credits)	178
Total	1,210
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Recognized net actuarial loss	7
Amortization of prior service costs/(credits)	(141)
Total	$ (134)

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Legal Proceedings (Details) (A-12 Program [Member], USD $) In Millions, unless otherwise specified	0 Months Ended	3 Months Ended	1 Months Ended
	Mar. 31, 1998	Dec. 31, 2013	Dec. 31, 2009 Unliquidated Progress Payments [Member]
Legal Proceedings [Line Items]
Award of unreimbursed costs	$ 1,200
Loss contingency, estimate of possible loss			1,352
Charge/(Benefit) Related to Litigation Settlement		$ 406

XML

Inventories (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Airplane Program 787 [Member]
Inventories [Line Items]
Inventory, work in process	$ 27,576	$ 21,289
Deferred production costs	21,620	15,929
Supplier advances	2,189	1,908
Unamortized tooling and other non-recurring costs	3,377	2,339
Deferred production, unamortized tooling and other nonrecurring costs to be recovered from firm orders at the balance sheet date	16,882
Deferred production, unamortized tooling and other nonrecurring costs to be recovered from future orders	8,115
Airplane Program 747 [Member]
Inventories [Line Items]
Deferred production costs	1,554	1,292
Unamortized tooling and other non-recurring costs	563	683
Deferred production, unamortized tooling and other nonrecurring costs to be recovered from firm orders at the balance sheet date	1,163
Deferred production, unamortized tooling and other nonrecurring costs to be recovered from future orders	954
Capitalized Precontract Costs [Member]
Inventories [Line Items]
Inventory subject to uncertainty	520	238
Early Issue Sales Consideration [Member]
Inventories [Line Items]
Inventory subject to uncertainty	3,465	2,989
ULA [Member]
Inventories [Line Items]
Inventory subject to uncertainty	425	725
ULA [Member] | Unsold Launches [Member]
Inventories [Line Items]
Inventory subject to uncertainty	346
A-12 Program [Member]
Inventories [Line Items]
Inventory subject to uncertainty	$ 0	$ 237

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Customer Financing (Scheduled Receipts On Customer Financing) (Details) (Customer Financing [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Customer Financing [Member]
Principal payments on notes receivable [Abstract]
2014	$ 216
2015	131
2016	41
2017	42
2018	45
Beyond 2018	112
Sales-type/finance lease payments receivable [Abstract]
2014	243
2015	234
2016	230
2017	206
2018	195
Beyond 2018	623
Operating lease equipment payments receivable [Abstract]
2014	464
2015	181
2016	114
2017	71
2018	52
Beyond 2018	$ 77

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Customer Financing (Financing Receivable Balances Evaluated For Impairment) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Customer Financing [Abstract]
Individually evaluated for impairment	$ 95	$ 616
Collectively evaluated for impairment	2,191	1,826
Total financing receivables	$ 2,286	$ 2,442

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Property, Plant And Equipment (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 1,844	$ 1,811	$ 1,675
Interest capitalized	87	74	57
Rental expense for leased properties	287	276	270
Minimum rental payments under capital leases, total	134
Minimum rental payments under operating leases with initial or remaining terms of one year or more, total	1,401
Sublease payments under operating lease	14
Property, plant and equipment included in accounts payable	213	234
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 1,338	$ 1,248	$ 1,119

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Inventories (Inventory Disclosure Table) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Long-term contracts in progress	$ 12,608	$ 15,130
Commercial aircraft programs	48,065	40,389
Commercial spare parts, used aircraft, general stock materials and other	7,793	7,206
Inventory before advances and progress billings	68,466	62,725
Less advances and progress billings	(25,554)	(24,974)
Total	$ 42,912	$ 37,751

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Income Taxes (Net Deferred Tax Assets and Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Components of Deferred Tax Assets and Liabilities [Abstract]
Deferred tax assets	$ 12,486		$ 16,580
Deferred tax liabilities	(15,664)		(14,046)
Valuation allowance	(125)		(121)
Net deferred tax (liabilities)/assets	$ (3,303)	[1]	$ 2,413	[1]

[1] Of the deferred tax asset for net operating loss and credit carryovers, $295 expires in years ending from December 31, 2014 through December 31, 2033 and $67 may be carried over indefinitely. Included in the net deferred tax (liabilities)/assets as of December 31, 2013 and 2012 are deferred tax assets in the amounts of $5,818 and $10,210 related to Accumulated other comprehensive loss.

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Postretirement Plans

12 Months Ended

Dec. 31, 2013

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Postretirement Plans

Postretirement Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. We fund our major pension plans through trusts. Pension assets are placed in trust solely for the benefit of the plans’ participants, and are structured to maintain liquidity that is sufficient to pay benefit obligations as well as to keep pace over the long-term with the growth of obligations for future benefit payments.

We also have other postretirement benefits (OPB) other than pensions which consist principally of health care coverage for eligible retirees and qualifying dependents, and to a lesser extent, life insurance to certain groups of retirees. Retiree health care is provided principally until age 65 for approximately half those retirees who are eligible for health care coverage. Certain employee groups, including employees covered by most United Auto Workers bargaining agreements, are provided lifetime health care coverage.

The funded status of the plans is measured as the difference between the plan assets at fair value and the projected benefit obligation (PBO). We have recognized the aggregate of all overfunded plans in Other assets, and the aggregate of all underfunded plans in either Accrued retiree health care or Accrued pension plan liability, net. The portion of the amount by which the actuarial present value of benefits included in the PBO exceeds the fair value of plan assets, payable in the next 12 months, is reflected in Accrued liabilities. The components of net periodic benefit cost were as follows:

	Pension									Other Postretirement Benefits
Years ended December 31,	2013			2012			2011			2013			2012			2011
Service cost		$1,886			$1,649			$1,406			$148			$146			$221
Interest cost	2,906			3,005			3,116			263			313			484
Expected return on plan assets	(3,874		)	(3,831		)	(3,741		)	(6		)	(7		)	(6		)
Amortization of prior service costs	196			225			244			(180		)	(197		)	(96		)
Recognized net actuarial loss	2,231			1,937			1,254			95			119			178
Settlement and curtailment loss	104			25			64						(1		)	3
Net periodic benefit cost		$3,449			$3,010			$2,343			$320			$373			$784
Net periodic benefit cost included in Earnings from operations		$3,036			$2,407			$1,648			$353			$543			$692

During the quarter ended September 30, 2011, we determined the accumulated benefit obligation (ABO) for certain other postretirement benefit plans was understated. As a result, we recognized an additional $294 of postretirement benefit obligations at September 30, 2011. This increased net periodic benefit cost during 2011 by $184, which includes service cost of $73, interest cost of $68 and recognized net actuarial loss of $43.

Under our accounting policy, a portion of net periodic benefit cost is allocated to production as inventoried costs. Of the $184 increase in net periodic benefit cost described above, the associated cost included in Earnings from operations was $161 for the quarter ended September 30, 2011, with the remaining cost of $23 classified as inventory.

The following tables show changes in the benefit obligation, plan assets and funded status of both pensions and OPB for the years ended December 31, 2013 and 2012. Benefit obligation balances presented below reflect the PBO for our pension plans, and accumulated postretirement benefit obligations (APBO) for our OPB plans.

	Pension						Other Postretirement Benefits
	2013			2012			2013			2012
Change in benefit obligation
Beginning balance		$75,895			$67,651			$7,981			$7,997
Service cost	1,886			1,649			148			146
Interest cost	2,906			3,005			263			313
Plan participants’ contributions	8			9
Amendments	111			13			4			12
Actuarial (gain)/loss	(9,205		)	6,378			(905		)	(53		)
Settlement/curtailment/other	(81		)	(76		)	(57		)	(1		)
Gross benefits paid	(2,874		)	(2,744		)	(451		)	(474		)
Subsidies							32			37
Exchange rate adjustment	(21		)	10			(7		)	4
Ending balance		$68,625			$75,895			$7,008			$7,981
Change in plan assets
Beginning balance at fair value		$56,178			$51,051			$110			$102
Actual return on plan assets	3,316			6,300			23			1
Company contribution	1,542			1,550			14			15
Plan participants’ contributions	8			9			3			3
Settlement/curtailment/other	(103		)	(71		)	11			10
Benefits paid	(2,792		)	(2,669		)	(21		)	(21		)
Exchange rate adjustment	(18		)	8
Ending balance at fair value		$58,131			$56,178			$140			$110
Amounts recognized in statement of financial position at December 31 consist of:
Other assets		$60			$5
Other accrued liabilities	(80		)	(71		)		($340	)		($343	)
Accrued retiree health care							(6,528		)	(7,528		)
Accrued pension plan liability, net	(10,474		)	(19,651		)
Net amount recognized		($10,494	)		($19,717	)		($6,868	)		($7,871	)

Amounts recognized in Accumulated other comprehensive loss at December 31 were as follows:

	Pension				Other Postretirement Benefits
	2013		2012		2013			2012
Net actuarial loss		$15,460		$26,387		$561			$1,651
Prior service costs/(credits)	788		904		(614		)	(799		)
Total recognized in Accumulated other comprehensive loss		$16,248		$27,291		($53	)		$852

The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost during the year ended December 31, 2014 is as follows:

	Pension		Other Postretirement Benefits
Recognized net actuarial loss		$1,032		$7
Amortization of prior service costs/(credits)	178		(141		)
Total		$1,210		($134	)

The ABO for all pension plans was $63,491 and $69,312 at December 31, 2013 and 2012. Key information for our plans with ABO in excess of plan assets as of December 31 is as follows:

	2013		2012
Projected benefit obligation		$63,445		$75,851
Accumulated benefit obligation	58,334		69,272
Fair value of plan assets	52,905		56,129

Assumptions

The following assumptions, which are the weighted average for all plans, are used to calculate the benefit obligation at December 31 of each year and the net periodic benefit cost for the subsequent year.

December 31,	2013		2012		2011
Discount rate:
Pension	4.80	%	3.80	%	4.40	%
Other postretirement benefits	4.20	%	3.30	%	4.00	%
Expected return on plan assets	7.50	%	7.50	%	7.75	%
Rate of compensation increase	4.00	%	4.00	%	3.90	%

The discount rate for each plan is determined based on the plans’ expected future benefit payments using a yield curve developed from high quality bonds that are rated as Aa or better by at least half of the four rating agencies utilized as of the measurement date. The yield curve is fitted to yields developed from bonds at various maturity points. Bonds with the ten percent highest and the ten percent lowest yields are omitted. A portfolio of about 400 bonds is used to construct the yield curve. Since corporate bond yields are generally not available at maturities beyond 30 years, it is assumed that spot rates will remain level beyond that 30-year point. The present value of each plan’s benefits is calculated by applying the spot/discount rates to projected benefit cash flows. All bonds are U.S. issues, with a minimum outstanding of $50.

The pension fund’s expected return on plan assets assumption is derived from a review of actual historical returns achieved by the pension trust and anticipated future long-term performance of individual asset classes. While consideration is given to recent trust performance and historical returns, the assumption represents a long-term, prospective return. The expected return on plan assets component of the net periodic benefit cost for the upcoming plan year is determined based on the expected return on plan assets assumption and the market-related value of plan assets (MRVA). Since our adoption of the accounting standard for pensions in 1987, we have determined the MRVA based on a five-year moving average of plan assets. As of December 31, 2013, the MRVA is approximately $1,340 less than the fair market value of assets.

Assumed health care cost trend rates were as follows:

December 31,	2013		2012		2011
Health care cost trend rate assumed next year	7.00	%	7.50	%	7.50	%
Ultimate trend rate	5.00	%	5.00	%	5.00	%
Year that trend reached ultimate rate	2018		2018		2018

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. To determine the health care cost trend rates we look at a combination of information including ongoing claims cost monitoring, annual statistical analyses of claims data, reconciliation of forecast claims against actual claims, review of trend assumptions of other plan sponsors and national health trends, and adjustments for plan design changes, workforce changes, and changes in plan participant behavior. A one-percentage-point change in assumed health care cost trend rates would have the following effect:

	Increase		Decrease
Effect on total of service and interest cost		$57		($47	)
Effect on postretirement benefit obligation	681		(575		)

Plan Assets

Investment Strategy The overall objective of our pension assets is to earn a rate of return over time to satisfy the benefit obligations of the pension plans and to maintain sufficient liquidity to pay benefits and address other cash requirements of the pension fund. Specific investment objectives for our long-term investment strategy include reducing the volatility of pension assets relative to pension liabilities, achieving a competitive, total investment return, achieving diversification between and within asset classes and managing other risks. Investment objectives for each asset class are determined based on specific risks and investment opportunities identified.

We periodically update our long-term, strategic asset allocations. We use various analytics to determine the optimal asset mix and consider plan liability characteristics, liquidity characteristics, funding requirements, expected rates of return and the distribution of returns. We identify investment benchmarks for the asset classes in the strategic asset allocation that are market-based and investable where possible.

Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions (such as private equity and real estate), and the timing of benefit payments and contributions. Short-term investments and exchange-traded derivatives are used to rebalance the actual asset allocation to the target asset allocation. The asset allocation is monitored and rebalanced on a monthly basis.

The actual and target allocations by asset class for the pension assets at December 31 were as follows:

	Actual Allocations				Target Allocations
Asset Class	2013		2012		2013		2012
Fixed income	49	%	49	%	47	%	47	%
Global equity	29		29		26		26
Private equity	5		5		6		6
Real estate and real assets	8		8		11		11
Global strategies	4		4		4		4
Hedge funds	5		5		6		6
Total	100	%	100	%	100	%	100	%

Fixed income securities are invested broadly and primarily in long duration instruments. Global equity securities are invested broadly in U.S. and non-U.S. companies, across various industries and market capitalizations.

Real estate and real assets include global private investments that may be held through an investment in a limited partnership (LP) or other fund structures and publicly traded investments (such as Real Estate Investment Trusts (REIT) in the case of real estate). Real estate includes but is not limited to investments in office, retail, apartment and industrial properties. Real assets include but are not limited to investments in natural resources (such as energy, farmland and timber), commodities and infrastructure. Private equity investment vehicles are primarily limited partnerships (LPs) and fund-of-funds that mainly invest in U.S. and non-U.S. leveraged buyout, venture capital and special situation strategies.

Global strategies investments seek to capitalize on inefficiencies identified across different asset classes or markets, primarily using long-short positions in derivatives and physical securities. Hedge fund strategy types include, but are not limited to, event driven, relative value, long-short and multi-strategy.

Investment managers are retained for explicit investment roles specified by contractual investment guidelines. Certain investment managers are authorized to invest in derivatives, such as equity or bond futures, swaps, options and currency futures or forwards. Derivatives are used to achieve the desired market exposure of a security or an index, transfer value-added performance between asset classes, achieve the desired currency exposure, adjust portfolio duration or rebalance the total portfolio to the target asset allocation.

As a percentage of total pension plan assets, derivative net notional amounts were 18.3% and 10.0% for fixed income, including to-be-announced mortgage-backed securities and treasury forwards, and (2.2%) and (0.3)% for global equity, currency overlay and commodities at December 31, 2013 and 2012.

Risk Management In managing the plan assets, we review and manage risk associated with funded status risk, interest rate risk, market risk, counterparty risk, liquidity risk and operational risk. Liability matching and asset class diversification are central to our risk management approach and are integral to the overall investment strategy. Further, asset classes are constructed to achieve diversification by investment strategy, by investment manager, by industry or sector and by holding. Investment manager guidelines for publicly traded assets are specified and are monitored regularly through the custodian. Credit parameters for counterparties have been established for managers permitted to trade over-the-counter derivatives. Valuation is governed through several types of procedures, including reviews of manager valuation policies, custodian valuation processes, pricing vendor practices, pricing reconciliation, and periodic, security-specific valuation testing.

Fair Value Measurements The following table presents our plan assets using the fair value hierarchy as of December 31, 2013 and 2012. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Fixed income securities:
Corporate		$15,262					$15,238			$24		$14,363					$14,360			$3
U.S. government and agencies	4,537					4,537					4,921					4,921
Mortgage backed and asset backed	1,040					491			549		752					191			561
Municipal	1,722					1,722					1,770					1,770
Sovereign	1,018					1,018					1,045					1,045
Common/collective/pooled funds	2,538				$16	2,522					2,346				$17	2,329
Other (1)	484					229			255		220			1		219
Derivatives:
Assets	55					55					36			1		35
Liabilities	(10		)			(10		)			(23		)			(23		)
Cash equivalents and other short-term investments	801					801					2,687			2,224		463
Currency overlay derivatives:
Assets	2					2					56					56
Liabilities	(3		)			(3		)			(55		)			(55		)
Equity securities:
U.S. common and preferred stock	6,919			6,919							6,144			6,144
Non-U.S. common and preferred stock	7,722			7,721					1		7,421			7,421
Common/collective/pooled funds	3,239			564		2,675					2,294			344		1,950
Derivatives:
Assets	4					4					19					19
Liabilities	(6		)			(6		)			(9		)			(9		)
Private equity (1)	2,968			10					2,958		2,942			26					2,916
Real estate and real assets:
Real estate	2,865			425		16			2,424		2,765			623		14			2,128
Real assets	1,506			336		464			706		1,327			286		377			664
Derivatives:
Assets	1					1					1					1
Liabilities	(1		)			(1		)			(2		)			(2		)
Global strategies	2,355					2,355					2,147					2,147
Hedge funds	2,776					1,667			1,109		2,736					1,263			1,473
Total		$57,794			$15,991		$33,777			$8,026		$55,903			$17,087		$31,071			$7,745
Cash		$87										$94
Receivables	458										388
Payables	(208		)								(207		)
Total		$58,131										$56,178

⁽¹⁾  Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013.

Fixed income securities are primarily valued upon a market approach, using matrix pricing and considering a security’s relationship to other securities for which quoted prices in an active market may be available, or an income approach, converting future cash flows to a single present value amount. Inputs used in developing fair value estimates include reported trades, broker quotes, benchmark yields, and base spreads.

Common/collective/pooled funds are typically common or collective trusts valued at their net asset values (NAVs) that are calculated by the investment manager or sponsor of the fund and have daily or monthly liquidity. Derivatives included in the table above are over-the-counter and are primarily valued using an income approach with inputs that include benchmark yields, swap curves, cash flow analysis, rating agency data and interdealer broker rates. Exchange-traded derivative positions are reported in accordance with changes in daily variation margin which is settled daily and therefore reflected in the payables and receivables portion of the table.

Cash equivalents and other short-term investments (which are used to pay benefits) are held in a separate account which consists of a commingled fund (with daily liquidity) and separately held short-term securities and cash equivalents. All of the investments in this cash vehicle are valued daily using a market approach with inputs that include quoted market prices for similar instruments. In the event a market price is not available for instruments with an original maturity of one year or less, amortized cost is used as a proxy for fair value. Common and preferred stock equity securities are primarily valued using a market approach based on the quoted market prices of identical instruments.

Private equity and private debt NAV valuations are based on the valuation of the underlying investments, which include inputs such as cost, operating results, discounted future cash flows and market based comparable data. For those investments reported on a one-quarter lagged basis (primarily LPs) we use NAVs, adjusted for subsequent cash flows and significant events.

Real estate and real asset NAV valuations are based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data. For those investments reported on a one-quarter lagged basis (primarily LPs) NAVs are adjusted for subsequent cash flows and significant events. Publicly traded REITs and infrastructure stocks are valued using a market approach based on quoted market prices of identical instruments. Exchange-traded commodities futures positions are reported in accordance with changes in daily variation margin which is settled daily and therefore reflected in the payables and receivables portion of the table.

Global strategies investments are primarily limited liability company (LLC) or mutual fund structures. The NAVs are based on valuation of the underlying investments, which are primarily valued using a market approach. The funds generally have monthly liquidity.

Hedge funds consist of fund-of-fund LLC structures and direct hedge funds. The NAVs of the fund-of-funds are based on the NAVs of the underlying hedge funds as well as any cash and accruals held at the fund-of-fund level. For direct hedge funds the NAVs are primarily based on valuation of the underlying investments. This is primarily done by applying a market or income valuation methodology depending on the specific type of security or instrument held. Redemptions in hedge funds are based on specific terms and conditions of the individual funds.

Investments in private equity, private debt, real estate, real assets, global strategies, and hedge funds are primarily calculated and reported by the General Partner (GP), fund manager or third party administrator. Pension assets invested in these structures rely on the NAV of these investments as the practical expedient for the valuations.

The following tables present a reconciliation of Level 3 assets held during the year ended December 31, 2013 and 2012. Transfers into and out of Level 3 are reported at the beginning-of-year values.

	January 1, 2013 Balance		Net Realized and Unrealized Gains		Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2013 Balance
Fixed income securities:
Corporate		$3				$16			$5			$24
Mortgage backed and asset backed	561				(11		)	(1		)	549
Other (1)	245			$37	(27		)				255
Equity securities:
Non-U.S. common and preferred stock								1			1
Private equity (1)	2,671		536		(249		)				2,958
Real estate and real assets:
Real estate	2,128		232		64						2,424
Real assets	664		78		(36		)				706
Hedge funds	1,473		183		(627		)	80			1,109
Total		$7,745		$1,066		($870	)		$85			$8,026

⁽¹⁾ Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013.

For the year ended December 31, 2013, the change in unrealized gain for Level 3 assets still held at December 31, 2013 were $21 for other fixed income, $422 for private equity, $243 for real estate, $71 for real assets and $283 for hedge funds.

	January 1, 2012 Balance		Net Realized and Unrealized Gains/(Losses)			Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2012 Balance
Fixed income securities:
Corporate		$11		($12	)		$11			($7	)		$3
Mortgage backed and asset backed	11		41			151			358			561
Municipal	3								(3		)
Private equity	2,859		208			(151		)				2,916
Real estate and real assets:
Real estate	1,820		133			175						2,128
Real assets	547		45			72						664
Global strategies	75								(75		)
Hedge funds	2,451		104			52			(1,134		)	1,473
Total		$7,777		$519			$310			($861	)		$7,745

For the year ended December 31, 2012, the change in unrealized gain/(loss) for Level 3 assets still held at December 31, 2012 were ($12) for corporate, $36 for mortgage backed and asset backed, $113 for private equity, $579 for real estate, $62 for real assets and $101 for hedge funds.

OPB Plan Assets The majority of OPB plan assets are invested in a balanced index fund which is comprised of approximately 60% equities and 40% debt securities. The index fund is valued using a market approach based on the quoted market price of an identical instrument (Level 1). The expected rate of return on these assets does not have a material effect on the net periodic benefit cost.

Cash Flows

Contributions Required pension contributions under the Employee Retirement Income Security Act (ERISA), as well as rules governing funding of our non-U.S. pension plans, are expected to be minimal in 2014. We expect to make discretionary contributions to our plans of approximately $750 in 2014. We expect to contribute approximately $12 to our OPB plans in 2014.

Estimated Future Benefit Payments The table below reflects the total pension benefits expected to be paid from the plans or from our assets, including both our share of the benefit cost and the participants’ share of the cost, which is funded by participant contributions. OPB payments reflect our portion only.

Year(s)	2014			2015			2016			2017			2018			2019-2023
Pensions		$3,173			$3,346			$3,522			$3,696			$3,865			$21,112
Other postretirement benefits:
Gross benefits paid	478			507			539			567			614			3,250
Subsidies	(39		)	(41		)	(41		)	(42		)	(43		)	(215		)
Net other postretirement benefits		$439			$466			$498			$525			$571			$3,035

Termination Provisions

Certain of the pension plans provide that, in the event there is a change in control of the Company which is not approved by the Board of Directors and the plans are terminated within five years thereafter, the assets in the plan first will be used to provide the level of retirement benefits required by ERISA, and then any surplus will be used to fund a trust to continue present and future payments under the postretirement medical and life insurance benefits in our group insurance benefit programs.

We have an agreement with the U.S. government with respect to certain pension plans. Under the agreement, should we terminate any of the plans under conditions in which the plan’s assets exceed that plan’s obligations, the U.S. government will be entitled to a fair allocation of any of the plan’s assets based on plan contributions that were reimbursed under U.S. government contracts.

Defined Contribution Plans

We provide certain defined contribution plans to all eligible employees. The principal plans are the Company-sponsored 401(k) plans. The expense for these defined contribution plans was $742, $708 and $658 in 2013, 2012 and 2011, respectively.

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Segment Information (Reconciliation of Assets from Segment to Consolidated) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Assets	$ 92,663	$ 88,896
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Assets	49,520	41,769
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Assets	17,362	16,943
Operating Segments [Member] | Defense, Space & Security [Member] | Boeing Military Aircraft [Member]
Segment Reporting Information [Line Items]
Assets	6,973	6,582
Operating Segments [Member] | Defense, Space & Security [Member] | Network & Space Systems [Member]
Segment Reporting Information [Line Items]
Assets	6,450	6,669
Operating Segments [Member] | Defense, Space & Security [Member] | Global Services & Support [Member]
Segment Reporting Information [Line Items]
Assets	3,939	3,692
Operating Segments [Member] | Boeing Capital Corporation [Member]
Segment Reporting Information [Line Items]
Assets	3,914	4,347
Consolidated Other [Member] | Other Segment [Member]
Segment Reporting Information [Line Items]
Assets	1,208	1,043
Unallocated Items And Eliminations [Member]
Segment Reporting Information [Line Items]
Assets	$ 20,659	$ 24,794

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Postretirement Plans (Tables)

12 Months Ended

Dec. 31, 2013

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Components Of Net Periodic Benefit Cost

The components of net periodic benefit cost were as follows:

	Pension									Other Postretirement Benefits
Years ended December 31,	2013			2012			2011			2013			2012			2011
Service cost		$1,886			$1,649			$1,406			$148			$146			$221
Interest cost	2,906			3,005			3,116			263			313			484
Expected return on plan assets	(3,874		)	(3,831		)	(3,741		)	(6		)	(7		)	(6		)
Amortization of prior service costs	196			225			244			(180		)	(197		)	(96		)
Recognized net actuarial loss	2,231			1,937			1,254			95			119			178
Settlement and curtailment loss	104			25			64						(1		)	3
Net periodic benefit cost		$3,449			$3,010			$2,343			$320			$373			$784
Net periodic benefit cost included in Earnings from operations		$3,036			$2,407			$1,648			$353			$543			$692

Schedule Of Changes In The Benefit Obligation, Plan Assets And Funded Status Of Pensions And OPB

The following tables show changes in the benefit obligation, plan assets and funded status of both pensions and OPB for the years ended December 31, 2013 and 2012. Benefit obligation balances presented below reflect the PBO for our pension plans, and accumulated postretirement benefit obligations (APBO) for our OPB plans.

	Pension						Other Postretirement Benefits
	2013			2012			2013			2012
Change in benefit obligation
Beginning balance		$75,895			$67,651			$7,981			$7,997
Service cost	1,886			1,649			148			146
Interest cost	2,906			3,005			263			313
Plan participants’ contributions	8			9
Amendments	111			13			4			12
Actuarial (gain)/loss	(9,205		)	6,378			(905		)	(53		)
Settlement/curtailment/other	(81		)	(76		)	(57		)	(1		)
Gross benefits paid	(2,874		)	(2,744		)	(451		)	(474		)
Subsidies							32			37
Exchange rate adjustment	(21		)	10			(7		)	4
Ending balance		$68,625			$75,895			$7,008			$7,981
Change in plan assets
Beginning balance at fair value		$56,178			$51,051			$110			$102
Actual return on plan assets	3,316			6,300			23			1
Company contribution	1,542			1,550			14			15
Plan participants’ contributions	8			9			3			3
Settlement/curtailment/other	(103		)	(71		)	11			10
Benefits paid	(2,792		)	(2,669		)	(21		)	(21		)
Exchange rate adjustment	(18		)	8
Ending balance at fair value		$58,131			$56,178			$140			$110
Amounts recognized in statement of financial position at December 31 consist of:
Other assets		$60			$5
Other accrued liabilities	(80		)	(71		)		($340	)		($343	)
Accrued retiree health care							(6,528		)	(7,528		)
Accrued pension plan liability, net	(10,474		)	(19,651		)
Net amount recognized		($10,494	)		($19,717	)		($6,868	)		($7,871	)

Schedule Of Amounts Recognized In Accumulated Other Comprehensive Loss

Amounts recognized in Accumulated other comprehensive loss at December 31 were as follows:

	Pension				Other Postretirement Benefits
	2013		2012		2013			2012
Net actuarial loss		$15,460		$26,387		$561			$1,651
Prior service costs/(credits)	788		904		(614		)	(799		)
Total recognized in Accumulated other comprehensive loss		$16,248		$27,291		($53	)		$852

Schedule Of Estimated Amount That Will Be Amortized From Accumulated Other Comprehensive Loss Into Net Periodic Benefit Cost

The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic benefit cost during the year ended December 31, 2014 is as follows:

	Pension		Other Postretirement Benefits
Recognized net actuarial loss		$1,032		$7
Amortization of prior service costs/(credits)	178		(141		)
Total		$1,210		($134	)

Schedule Of Key Information For All Plans With ABO In Excess Of Plan Assets

Key information for our plans with ABO in excess of plan assets as of December 31 is as follows:

	2013		2012
Projected benefit obligation		$63,445		$75,851
Accumulated benefit obligation	58,334		69,272
Fair value of plan assets	52,905		56,129

Schedule Of Assumptions Used To Calculate The Benefit Obligation and Net Periodic Benefit Costs

The following assumptions, which are the weighted average for all plans, are used to calculate the benefit obligation at December 31 of each year and the net periodic benefit cost for the subsequent year.

December 31,	2013		2012		2011
Discount rate:
Pension	4.80	%	3.80	%	4.40	%
Other postretirement benefits	4.20	%	3.30	%	4.00	%
Expected return on plan assets	7.50	%	7.50	%	7.75	%
Rate of compensation increase	4.00	%	4.00	%	3.90	%

Schedule Of Assumed Health Care Cost Trend Rates

Assumed health care cost trend rates were as follows:

December 31,	2013		2012		2011
Health care cost trend rate assumed next year	7.00	%	7.50	%	7.50	%
Ultimate trend rate	5.00	%	5.00	%	5.00	%
Year that trend reached ultimate rate	2018		2018		2018

Schedule Of One-Percentage-Point Change In Assumed Health Care Cost Trend Rates

A one-percentage-point change in assumed health care cost trend rates would have the following effect:

	Increase		Decrease
Effect on total of service and interest cost		$57		($47	)
Effect on postretirement benefit obligation	681		(575		)

Schedule of actual allocations for pension assets and target allocations by asset class [Table Text Block]

The actual and target allocations by asset class for the pension assets at December 31 were as follows:

	Actual Allocations				Target Allocations
Asset Class	2013		2012		2013		2012
Fixed income	49	%	49	%	47	%	47	%
Global equity	29		29		26		26
Private equity	5		5		6		6
Real estate and real assets	8		8		11		11
Global strategies	4		4		4		4
Hedge funds	5		5		6		6
Total	100	%	100	%	100	%	100	%

Schedule of Allocation of Plan Assets

The following table presents our plan assets using the fair value hierarchy as of December 31, 2013 and 2012. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Fixed income securities:
Corporate		$15,262					$15,238			$24		$14,363					$14,360			$3
U.S. government and agencies	4,537					4,537					4,921					4,921
Mortgage backed and asset backed	1,040					491			549		752					191			561
Municipal	1,722					1,722					1,770					1,770
Sovereign	1,018					1,018					1,045					1,045
Common/collective/pooled funds	2,538				$16	2,522					2,346				$17	2,329
Other (1)	484					229			255		220			1		219
Derivatives:
Assets	55					55					36			1		35
Liabilities	(10		)			(10		)			(23		)			(23		)
Cash equivalents and other short-term investments	801					801					2,687			2,224		463
Currency overlay derivatives:
Assets	2					2					56					56
Liabilities	(3		)			(3		)			(55		)			(55		)
Equity securities:
U.S. common and preferred stock	6,919			6,919							6,144			6,144
Non-U.S. common and preferred stock	7,722			7,721					1		7,421			7,421
Common/collective/pooled funds	3,239			564		2,675					2,294			344		1,950
Derivatives:
Assets	4					4					19					19
Liabilities	(6		)			(6		)			(9		)			(9		)
Private equity (1)	2,968			10					2,958		2,942			26					2,916
Real estate and real assets:
Real estate	2,865			425		16			2,424		2,765			623		14			2,128
Real assets	1,506			336		464			706		1,327			286		377			664
Derivatives:
Assets	1					1					1					1
Liabilities	(1		)			(1		)			(2		)			(2		)
Global strategies	2,355					2,355					2,147					2,147
Hedge funds	2,776					1,667			1,109		2,736					1,263			1,473
Total		$57,794			$15,991		$33,777			$8,026		$55,903			$17,087		$31,071			$7,745
Cash		$87										$94
Receivables	458										388
Payables	(208		)								(207		)
Total		$58,131										$56,178

⁽¹⁾  Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013

Reconciliation Of Level 3 Assets

The following tables present a reconciliation of Level 3 assets held during the year ended December 31, 2013 and 2012. Transfers into and out of Level 3 are reported at the beginning-of-year values.

	January 1, 2013 Balance		Net Realized and Unrealized Gains		Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2013 Balance
Fixed income securities:
Corporate		$3				$16			$5			$24
Mortgage backed and asset backed	561				(11		)	(1		)	549
Other (1)	245			$37	(27		)				255
Equity securities:
Non-U.S. common and preferred stock								1			1
Private equity (1)	2,671		536		(249		)				2,958
Real estate and real assets:
Real estate	2,128		232		64						2,424
Real assets	664		78		(36		)				706
Hedge funds	1,473		183		(627		)	80			1,109
Total		$7,745		$1,066		($870	)		$85			$8,026

⁽¹⁾ Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013.

	January 1, 2012 Balance		Net Realized and Unrealized Gains/(Losses)			Net Purchases, Issuances and Settlements			Net Transfers Into/(Out of) Level 3			December 31, 2012 Balance
Fixed income securities:
Corporate		$11		($12	)		$11			($7	)		$3
Mortgage backed and asset backed	11		41			151			358			561
Municipal	3								(3		)
Private equity	2,859		208			(151		)				2,916
Real estate and real assets:
Real estate	1,820		133			175						2,128
Real assets	547		45			72						664
Global strategies	75								(75		)
Hedge funds	2,451		104			52			(1,134		)	1,473
Total		$7,777		$519			$310			($861	)		$7,745

Schedule Of Estimated Future Benefit Payments

The table below reflects the total pension benefits expected to be paid from the plans or from our assets, including both our share of the benefit cost and the participants’ share of the cost, which is funded by participant contributions. OPB payments reflect our portion only.

Year(s)	2014			2015			2016			2017			2018			2019-2023
Pensions		$3,173			$3,346			$3,522			$3,696			$3,865			$21,112
Other postretirement benefits:
Gross benefits paid	478			507			539			567			614			3,250
Subsidies	(39		)	(41		)	(41		)	(42		)	(43		)	(215		)
Net other postretirement benefits		$439			$466			$498			$525			$571			$3,035

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Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2013

Accounts Receivable, Net [Abstract]

Schedule Of Accounts Receivable

Accounts receivable at December 31 consisted of the following:

	2013			2012
U.S. government contracts		$3,604			$2,788
Defense, Space & Security customers (1)	1,073			1,196
Commercial Airplanes customers	1,072			903
Reinsurance receivables	525			509
Other	376			294
Less valuation allowance	(104		)	(82		)
Total		$6,546			$5,608

⁽¹⁾  Excludes U.S. government contracts

Schedule Of Accounts Receivable Under Long-Term Contracts

The following table summarizes our accounts receivable under long-term contracts that were unbillable or related to outstanding claims as of December 31:

	Unbillable				Claims
	2013		2012		2013		2012
Current		$1,550		$1,316		$3		$26
Expected to be collected after one year	1,020		730		61		63
Total		$2,570		$2,046		$64		$89

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Accounts Receivable (Schedule Of Accounts Receivable Under Long-Term Contracts) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Unbilled Receivables, Not Billable, Fiscal Year Maturity [Abstract]
Unbillable, current	$ 1,550	$ 1,316
Unbillable, expected to be collected after one year	1,020	730
Total Unbillable	2,570	2,046
Contracts Receivable, Claims and Uncertain Amounts, Fiscal Year Maturity [Abstract]
Claims, current	3	26
Claims, expected to be collected after one year	61	63
Total Claims	$ 64	$ 89

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Liabilities, Commitments And Contingencies (Schedule Of Estimated Potential Funding Dates For Financing Commitments) (Details) (Financing Commitment [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Financing Commitment [Member]
Other Commitments, Fiscal Year Maturity [Line Items]
2014	$ 2,309
2015	2,914
2016	3,257
2017	3,026
2018	1,930
Thereafter	4,551
Total	$ 17,987	$ 18,083

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Liabilities, Commitments And Contingencies Environmental Remediation (Policies)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Environmental Remediation

Environmental Remediation

We are subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. We routinely assess, based on in-depth studies, expert analyses and legal reviews, our contingencies, obligations, and commitments for remediation of contaminated sites, including assessments of ranges and probabilities of recoveries from other responsible parties and/or insurance carriers. Our policy is to accrue and charge to current expense identified exposures related to environmental remediation sites when it is probable that a liability has been incurred and the amount can be reasonably estimated. The amount of the liability is based on our best estimate or the low end of a range of reasonably possible exposure for investigation, cleanup, and monitoring costs to be incurred. Estimated remediation costs are not discounted to present value as the timing of payments cannot be reasonably estimated. We may be able to recover a portion of the remediation costs from insurers or other third parties. Such recoveries are recorded when realization of the claim for recovery is deemed probable.

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios which include 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.

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Schedule Of Common Stock Outstanding Roll Forward

The following table shows changes in each class of shares:

	Common Stock	Treasury Stock
Balance at January 1, 2011	1,012,261,159	277,002,059
Issued		(9,800,174	)
Acquired		354,503
Balance at December 31, 2011	1,012,261,159	267,556,388
Issued		(11,935,423	)
Acquired		1,009,663
Balance at December 31, 2012	1,012,261,159	256,630,628
Issued		(17,903,704	)
Acquired		26,155,537
Balance at December 31, 2013	1,012,261,159	264,882,461

Schedule of Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated other comprehensive income/(loss) (AOCI) by component for the years ended December 31, 2013, 2012 and 2011 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, 2011		$232			($6	)		$95			($14,079	)			($13,758	)
Other comprehensive loss before reclassifications	(35		)	(2		)	(13		)	(3,721		)		(3,771		)
Amounts reclassified from AOCI							(16		)	1,045			(2)	1,029
Net current period Other comprehensive loss	(35		)	(2		)	(29		)	(2,676		)		(2,742		)
Balance at December 31, 2011		$197			($8	)		$66			($16,755	)			($16,500	)
Other comprehensive income/(loss) before reclassifications	17						25			(2,290		)		(2,248		)
Amounts reclassified from AOCI							(5		)	1,337			(2)	1,332
Net current period Other comprehensive income/(loss)	17						20			(953		)		(916		)
Balance at December 31, 2012		$214			($8	)		$86			($17,708	)			($17,416	)
Other comprehensive income/(loss) before reclassifications	(64		)				(75		)	6,093				5,954
Amounts reclassified from AOCI							(17		)	1,585			(2)	1,568
Net current period Other comprehensive income/(loss)	(64		)				(92		)	7,678				7,522
Balance at December 31, 2013		$150			($8	)		($6	)		($10,030	)			($9,894	)

⁽¹⁾  Net of tax.

⁽²⁾  Primarily relates to amortization of actuarial gains/losses for the years ended December 31, 20132012 and 2011 totaling $1,516, $1,304 and $909 (net of tax of ($849), ($752)and ($523)) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note 14.

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Income Taxes (Components of Earnings Before Income Taxes Between Domestic and Foreign Jurisdictions) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
U.S.	$ 5,946	$ 5,647	$ 5,083
Non-U.S.	286	263	310
Earnings before income taxes	$ 6,232	$ 5,910	$ 5,393

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Postretirement Plans (Schedule Of Assumptions Used To Calculate The Benefit Obligation) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Expected return on plan assets	7.50%	7.50%	7.75%
Rate of compensation increase	4.00%	4.00%	3.90%
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.80%	3.80%	4.40%
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Discount rate	4.20%	3.30%	4.00%

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Goodwill And Acquired Intangibles (Schedule Of Goodwill By Reportable Segment) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended									12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2013 Operating Segments [Member] Commercial Airplanes [Member]	Dec. 31, 2012 Operating Segments [Member] Commercial Airplanes [Member]	Dec. 31, 2011 Operating Segments [Member] Commercial Airplanes [Member]	Dec. 31, 2013 Operating Segments [Member] Defense, Space & Security [Member] Boeing Military Aircraft [Member]	Dec. 31, 2011 Operating Segments [Member] Defense, Space & Security [Member] Boeing Military Aircraft [Member]	Dec. 31, 2010 Operating Segments [Member] Defense, Space & Security [Member] Boeing Military Aircraft [Member]	Dec. 31, 2013 Operating Segments [Member] Defense, Space & Security [Member] Network & Space Systems [Member]	Dec. 31, 2012 Operating Segments [Member] Defense, Space & Security [Member] Network & Space Systems [Member]	Dec. 31, 2011 Operating Segments [Member] Defense, Space & Security [Member] Network & Space Systems [Member]	Dec. 31, 2013 Operating Segments [Member] Defense, Space & Security [Member] Global Services & Support [Member]	Dec. 31, 2012 Operating Segments [Member] Defense, Space & Security [Member] Global Services & Support [Member]	Dec. 31, 2011 Operating Segments [Member] Defense, Space & Security [Member] Global Services & Support [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 5,035	$ 4,945	$ 4,937	$ 2,125	$ 2,106	$ 2,110	$ 1,041	$ 1,041	$ 1,041	$ 1,472	$ 1,473	$ 1,461	$ 397	$ 325	$ 325
Acquisitions	25	84	16		12		18					16	7	72
Goodwill adjustments	(17)	6	(8)	(17)	7	(4)	(45)			41	(1)	(4)	4
Goodwill, Ending Balance	$ 5,043	$ 5,035	$ 4,945	$ 2,108	$ 2,125	$ 2,106	$ 1,014	$ 1,041	$ 1,041	$ 1,513	$ 1,472	$ 1,473	$ 408	$ 397	$ 325

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Liabilities, Commitments And Contingencies (Tables)

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities at December 31 consisted of the following:

	2013		2012
Accrued compensation and employee benefit costs		$6,158		$5,769
Environmental	649		710
Product warranties	1,570		1,572
Forward loss recognition	360		387
Dividends payable	542		367
Other	4,852		4,190
Total		$14,131		$12,995

Schedule Of Environmental Remediation Activity

The following table summarizes environmental remediation activity during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$710			$758
Reductions for payments made	(120		)	(121		)
Changes in estimates	59			73
Ending balance – December 31		$649			$710

Schedule Of Product Warranty Activity

The following table summarizes product warranty activity recorded during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$1,572			$1,046
Additions for current year deliveries	595			678
Reductions for payments made	(419		)	(315		)
Changes in estimates	(178		)	163
Ending balance - December 31		$1,570			$1,572

Contractual Obligation, Fiscal Year Maturity Schedule

The estimated earliest potential funding dates for these commitments as of December 31, 2013 are as follows:

	Total
2014		$2,309
2015	2,914
2016	3,257
2017	3,026
2018	1,930
Thereafter	4,551
		$17,987

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Consolidated Statements Of Equity (USD $) In Millions, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Non-Controlling Interest [Member]
Balance at Dec. 31, 2010	$ 2,862	$ 5,061	$ 3,866	$ (17,187)	$ 24,784	$ (13,758)	$ 96
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	4,017				4,018		(1)
Other Comprehensive Income (Loss), Portion Attributable to Parent, net of tax of $1,555 in 2011, $536 in 2012 and ($4,246) in 2013	(2,742)					(2,742)
Share-based compensation and related dividend equivalents	182		197		(15)
Excess tax pools	20		20
Treasury shares issued for stock options exercised, net	114		(37)	151
Treasury shares issued for other share-based plans, net	(14)		(59)	45
Treasury shares issued for 401(k) contribution	434		46	388
Cash dividends declared of $1.70 per share in 2011, $1.805 per share in 2012 and $2.185 per share in 2013	(1,263)				(1,263)
Changes in noncontrolling interest	2						2
Balance at Dec. 31, 2011	3,608	5,061	4,033	(16,603)	27,524	(16,500)	93
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	3,903				3,900		3
Other Comprehensive Income (Loss), Portion Attributable to Parent, net of tax of $1,555 in 2011, $536 in 2012 and ($4,246) in 2013	(916)					(916)
Share-based compensation and related dividend equivalents	188		215		(27)
Excess tax pools	45		45
Treasury shares issued for stock options exercised, net	120		(54)	174
Treasury shares issued for other share-based plans, net	(67)		(183)	116
Treasury shares issued for 401(k) contribution	442		66	376
Cash dividends declared of $1.70 per share in 2011, $1.805 per share in 2012 and $2.185 per share in 2013	(1,360)				(1,360)
Changes in noncontrolling interest	(4)						(4)
Balance at Dec. 31, 2012	5,967	5,061	4,122	(15,937)	30,037	(17,416)	100
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	4,594				4,585		9
Other Comprehensive Income (Loss), Portion Attributable to Parent, net of tax of $1,555 in 2011, $536 in 2012 and ($4,246) in 2013	7,522					7,522
Share-based compensation and related dividend equivalents	200		216		(16)
Excess tax pools	101		101
Treasury shares issued for stock options exercised, net	1,097		109	988
Treasury shares issued for other share-based plans, net	(54)		(133)	79
Common shares repurchased	(2,801)			(2,801)
Cash dividends declared of $1.70 per share in 2011, $1.805 per share in 2012 and $2.185 per share in 2013	(1,642)				(1,642)
Changes in noncontrolling interest	(13)						(13)
Balance at Dec. 31, 2013	$ 14,997	$ 5,061	$ 4,415	$ (17,671)	$ 32,964	$ (9,894)	$ 122

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Segment Information (Schedule of Intersegment Revenues, Eliminated In Unallocated Items and Eliminations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Intersegment Revenues	$ 23,785	$ 22,130	$ 21,815	$ 18,893	$ 22,302	$ 20,008	$ 20,005	$ 19,383	$ 86,623	$ 81,698	$ 68,735
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues									908	1,264	767
Commercial Airplanes [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues									879	1,215	701
Boeing Capital Corporation [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Intersegment Revenues									$ 29	$ 49	$ 66

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Postretirement Plans (Reconciliation Of Level 3 Assets Held) (Details) (Pension Plans [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	$ 56,178		$ 51,051
Net Realized and Unrealized Gains/(Losses)	3,316		6,300
Net Purchases, Issuances and Settlements	(103)		(71)
Ending balance at fair value	58,131		56,178
Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	7,745		7,777
Net Realized and Unrealized Gains/(Losses)	1,066		519
Net Purchases, Issuances and Settlements	(870)		310
Net Transfers Into/(Out of) Level 3	85		(861)
Ending balance at fair value	8,026		7,745
Fixed Income Securities [Member] | Corporate [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	3		11
Net Realized and Unrealized Gains/(Losses)			(12)
Net Purchases, Issuances and Settlements	16		11
Net Transfers Into/(Out of) Level 3	5		(7)
Ending balance at fair value	24		3
Fixed Income Securities [Member] | Mortgage backed and asset backed [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	561		11
Net Realized and Unrealized Gains/(Losses)			41
Net Purchases, Issuances and Settlements	(11)		151
Net Transfers Into/(Out of) Level 3	(1)		358
Ending balance at fair value	549		561
Fixed Income Securities [Member] | Other [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	245	[1]
Net Realized and Unrealized Gains/(Losses)	37
Net Purchases, Issuances and Settlements	(27)
Ending balance at fair value	255	[1]
Fixed Income Securities [Member] | Municipal [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value			3
Net Transfers Into/(Out of) Level 3			(3)
Equity securities [Member] | Non United States Common And Preferred Stock [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Net Transfers Into/(Out of) Level 3	1
Ending balance at fair value	1
Private Equity Funds [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	2,671	[1]
Net Realized and Unrealized Gains/(Losses)	536
Net Purchases, Issuances and Settlements	(249)
Ending balance at fair value	2,958	[1]
Real estate and real assets [Member] | Real Estate [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	2,128		1,820
Net Realized and Unrealized Gains/(Losses)	232		133
Net Purchases, Issuances and Settlements	64		175
Ending balance at fair value	2,424		2,128
Real estate and real assets [Member] | Real assets [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	664		547
Net Realized and Unrealized Gains/(Losses)	78		45
Net Purchases, Issuances and Settlements	(36)		72
Ending balance at fair value	706		664
Hedge Funds [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value	1,473		2,451
Net Realized and Unrealized Gains/(Losses)	183		104
Net Purchases, Issuances and Settlements	(627)		52
Net Transfers Into/(Out of) Level 3	80		(1,134)
Ending balance at fair value	1,109		1,473
Private Equity and Other Funds [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value			2,859
Net Realized and Unrealized Gains/(Losses)			208
Net Purchases, Issuances and Settlements			(151)
Ending balance at fair value			2,916	[1]
Global Strategies [Member] | Level 3 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance at fair value			75
Net Transfers Into/(Out of) Level 3			$ (75)

[1] Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013

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Goodwill And Acquired Intangibles (Schedule Of Finite-Lived Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,483	$ 4,335
Accumulated Amortization	1,928	1,721
Distribution Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,275	2,132
Accumulated Amortization	483	388
Product Know-How [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	507	507
Accumulated Amortization	199	171
Customer Base [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	615	617
Accumulated Amortization	347	300
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	853	865
Accumulated Amortization	742	717
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	233	214
Accumulated Amortization	$ 157	$ 145

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Derivative Financial Instruments (Schedule Of Derivative Instruments, Gains/(Losses) In Statement Of Financial Performance) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Derivative [Line Items]
Effective portion recognized in other comprehensive loss, net of taxes	$ (75)	$ 25	$ (13)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes	17	5	16
Foreign Exchange Contracts [Member]
Derivative [Line Items]
Effective portion recognized in other comprehensive loss, net of taxes	(76)	35
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes	37	35
Forward points recognized in Other income, net	34	22
Undesignated derivatives recognized in Other income, net:	17	(16)
Commodity Contracts [Member]
Derivative [Line Items]
Effective portion recognized in other comprehensive loss, net of taxes	1	(10)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes	$ (20)	$ (30)

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Segment Information (Schedule Of Revenue from External Customers Attributed to Foreign Countries by Geographic Area) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 23,785	$ 22,130	$ 21,815	$ 18,893	$ 22,302	$ 20,008	$ 20,005	$ 19,383	$ 86,623	$ 81,698	$ 68,735
Non-U.S. [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									49,031	44,496	34,344
Asia, Other Than China [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									12,200	10,390	7,438
China [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									10,555	6,086	4,779
Europe [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									10,622	10,269	9,850
Middle East [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									9,165	10,285	5,477
Oceania [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									1,657	2,043	3,067
Canada [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									1,486	586	618
Africa [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									621	1,282	1,759
Latin America, Caribbean And Other [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									2,725	3,555	1,356
United States [member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues									$ 37,592	$ 37,202	$ 34,391

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Inventories (Tables)

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories at December 31 consisted of the following:

	2013			2012
Long-term contracts in progress		$12,608			$15,130
Commercial aircraft programs	48,065			40,389
Commercial spare parts, used aircraft, general stock materials and other	7,793			7,206
Inventory before advances and progress billings	68,466			62,725
Less advances and progress billings	(25,554		)	(24,974		)
Total		$42,912			$37,751

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Significant Group Concentrations Of Risk

12 Months Ended

Dec. 31, 2013

Risks and Uncertainties [Abstract]

Significant Group Concentrations Of Risk

Significant Group Concentrations of Risk

Credit Risk

Financial instruments involving potential credit risk are predominantly with commercial aircraft customers and the U.S. government. Of the $10,670 in gross accounts receivable and gross customer financing included in the Consolidated Statements of Financial Position as of December 31, 2013, $4,870 related predominantly to commercial aircraft customers ($924 of accounts receivable and $3,946 of customer financing) and $3,604 related to the U.S. government.

Of the $4,020 in gross customer financing, $2,720 related to customers we believe have less than investment-grade credit including American Airlines, United/Continental Airlines, and Hawaiian Airlines who were associated with 11%, 9% and 8%, respectively, of our financing portfolio. Financing for aircraft is collateralized by security in the related asset and in some instances security in other assets as well.

Other Risk

As of December 31, 2013, approximately 38% of our total workforce was represented by collective bargaining agreements and approximately 1% of our total workforce was represented by agreements expiring in 2014.

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2013

Summary of Derivative Instruments [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges include foreign currency forward contracts, foreign currency option contracts, commodity swaps, and commodity purchase contracts. We use foreign currency forward and option contracts to manage currency risk associated with certain transactions, specifically forecasted sales and purchases made in foreign currencies. Our foreign currency contracts hedge forecasted transactions principally occurring within five years in the future, with certain contracts hedging transactions through 2023. We use commodity derivatives, such as swaps and fixed-price purchase commitments to hedge against potentially unfavorable price changes for items used in production. Our commodity contracts hedge forecasted transactions through 2017.

Fair Value Hedges

Interest rate swaps under which we agree to pay variable rates of interest are designated as fair value hedges of fixed-rate debt. The net change in fair value of the derivatives and the hedged items is reported in Boeing Capital interest expense.

Derivative Instruments Not Receiving Hedge Accounting Treatment

We also hold certain derivative instruments, primarily foreign currency forward contracts, for risk management purposes that are not receiving hedge accounting treatment.

Notional Amounts and Fair Values

The notional amounts and fair values of derivative instruments in the Consolidated Statements of Financial Position as of December 31 were as follows:

	Notional amounts(1)				Other assets						Accrued liabilities
	2013		2012		2013			2012			2013			2012
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,524		$2,310		$122			$202			($64	)		($16	)
Interest rate contracts	313		388		13			26
Commodity contracts	72		99		2						(39		)	(71		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	259		412		12			3			(35		)	(42		)
Commodity contracts	9		15								(4		)	(8		)
Total derivatives		$3,177		$3,224	149			231			(142		)	(137		)
Netting arrangements					(63		)	(53		)	63			53
Net recorded balance						$86			$178			($79	)		($84	)

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

Gains/(losses) associated with our cash flow and undesignated hedging transactions and their effect on Other comprehensive income/(loss) and Net earnings were as follows:

Years ended December 31,	2013			2012
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
Foreign exchange contracts		($76	)		$35
Commodity contracts	1			(10		)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	37			35
Commodity contracts	(20		)	(30		)
Forward points recognized in Other income, net:
Foreign exchange contracts	34			22
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	17			(16		)

Based on our portfolio of cash flow hedges, we expect to reclassify losses of $6 (pre-tax) out of Accumulated other comprehensive loss into earnings during the next 12 months. Ineffectiveness related to our hedges recognized in Other income was insignificant for the years ended December 31, 2013 and 2012.

We have derivative instruments with credit-risk-related contingent features. For foreign exchange contracts with original maturities of at least five years, our derivative counterparties could require settlement if we default on our five-year credit facility. For commodity contracts, our counterparties could require collateral posted in an amount determined by our credit ratings. The fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position at December 31, 2013 was $7. At December 31, 2013, there was no collateral posted related to our derivatives.

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Debt (Narrative) (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended	12 Months Ended
	May 03, 2013	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Debt Instrument, Issuance Date	May 03, 2013
Proceeds from Debt, Net of Issuance Costs	$ 494
Interest Costs Incurred		548	625	683
Interest Paid		551	614	626
Total debt		9,635	10,409
Customer Financing [Member]
Debt Instrument [Line Items]
Customer Financing Asset Used For Collateralizing Debt		404
Secured Debt [Member]
Debt Instrument [Line Items]
Total debt		256
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Available amount under credit facility		4,845
Revolving Credit Facility [Member] | 364-day Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Available amount under credit facility		2,392
Maturity date of credit line agreements		Nov. 06, 2014
Revolving Credit Facility [Member] | Five Year Credit Facility [Member]
Debt Instrument [Line Items]
Available amount under credit facility		2,453
Revolving Credit Facility [Member] | Five Year Credit Facility [Member] | Five Year Expiration [Member]
Debt Instrument [Line Items]
Available amount under credit facility		2,393
Maturity date of credit line agreements		Nov. 10, 2018
Revolving Credit Facility [Member] | Five Year Credit Facility [Member] | Four Year Expiration [Member]
Debt Instrument [Line Items]
Available amount under credit facility		60
Maturity date of credit line agreements		Nov. 10, 2017
Zero Point Nine Five Percent Due May 15, 2018 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	350
Debt maturity date	May 15, 2018
Debt Instrument, Interest Rate, Stated Percentage	0.95%
Floating Rate Due November 3, 2014 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 150
Debt maturity date	Nov. 03, 2014
Debt Instrument, Description of Variable Rate Basis	three-month LIBOR

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule Of Quarterly Financial Data

	2013												2012
	4th			3rd			2nd			1st			4th			3rd			2nd			1st
Total revenues		$23,785			$22,130			$21,815			$18,893			$22,302			$20,008			$20,005			$19,383
Total costs and expenses	(20,388		)	(18,674		)	(18,450		)	(15,756		)	(19,046		)	(16,799		)	(16,746		)	(16,074		)
Earnings from operations	1,515			1,803			1,716			1,528			1,624			1,559			1,542			1,565
Net earnings from continuing operations	1,233			1,160			1,087			1,106			978			1,034			967			924
Net (loss)/gain from disposal of discontinued operations				(2		)	1									(2		)				(1		)
Net earnings	1,233			1,158			1,088			1,106			978			1,032			967			923
Basic earnings per share from continuing operations	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Basic earnings per share	1.63			1.53			1.43			1.45			1.29			1.36			1.28			1.23
Diluted earnings per share from continuing operations	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Diluted earnings per share	1.61			1.51			1.41			1.44			1.28			1.35			1.27			1.22
Cash dividends declared per share	1.215						0.97						0.925						0.88
Common stock sales price per share:
High	142.00			120.38			104.15			86.84			76.56			75.96			77.83			76.74
Low	113.34			98.99			83.80			72.68			69.20			69.03			66.82			72.30
Quarter end	136.49			117.50			102.44			85.85			75.36			69.60			74.30			74.37

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Customer Financing (Tables)

12 Months Ended

Dec. 31, 2013

Customer Financing [Abstract]

Schedule Of Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment and consisted of the following at December 31:

	2013			2012
Financing receivables:
Investment in sales-type/finance leases		$1,699			$1,850
Notes	587			592
Operating lease equipment, at cost, less accumulated depreciation of $564 and $628	1,734			2,038
Gross customer financing	4,020			4,480
Less allowance for losses on receivables	(49		)	(60		)
Total		$3,971			$4,420

Components Of Investment In Sales Type Or Finance Leases

The components of investment in sales-type/finance leases at December 31 were as follows:

	2013			2012
Minimum lease payments receivable		$1,731			$1,987
Estimated residual value of leased assets	543			544
Unearned income	(575		)	(681		)
Total		$1,699			$1,850

Financing Receivable Balances Evaluated For Impairment

Financing receivable balances evaluated for impairment at December 31 were as follows:

	2013		2012
Individually evaluated for impairment		$95		$616
Collectively evaluated for impairment	2,191		1,826
Total financing receivables		$2,286		$2,442

Allowance for Losses on Financing Receivables

The change in the allowance for losses on financing receivables for the years ended December 31, 2013, 2012 and 2011, consisted of the following:

	2013			2012			2011
Beginning balance - January 1		($60	)		($70	)		($353	)
Customer financing valuation benefit	11			10			269
Write-offs							14
Ending balance - December 31		($49	)		($60	)		($70	)
Collectively evaluated for impairment		($49	)		($60	)		($70	)

Financing Receivable Credit Quality Indicators

Our financing receivable balances at December 31 by internal credit rating category are shown below:

Rating categories	2013		2012
BBB		$1,091		$1,201
BB	58		63
B	585		51
CCC	457		511
D			524
Other	95		92
Total carrying value of financing receivables		$2,286		$2,442

Schedule Of Customer Financing Carrying Values Related To Major Aircraft Concentrations

The majority of customer financing carrying values are concentrated in the following aircraft models:

	2013		2012
717 Aircraft ($444 and $465 accounted for as operating leases)(1)		$1,674		$1,781
757 Aircraft ($402 and $454 accounted for as operating leases)(1)	453		561
MD-80 Aircraft (Accounted for as sales-type finance leases)(1)	411		446
747 Aircraft ($183 and $221 accounted for as operating leases)	286		221
787 Aircraft (Accounted for as operating leases)	273		286
MD-11 Aircraft (Accounted for as operating leases)(1)	220		269
737 Aircraft ($138 and $193 accounted for as operating leases)	210		316
767 Aircraft ($60 and $63 accounted for as operating leases)	207		223

⁽¹⁾  Out-of-production aircraft

Customer Financing Asset Impairment Charges

Charges related to customer financing asset impairment for the years ended December 31 were as follows:

	2013		2012			2011
Boeing Capital		$67		$73			$109
Other Boeing	14		(15		)	(36		)
Total		$81		$58			$73

Scheduled Receipts On Customer Financing

Scheduled receipts on customer financing are as follows:

Year	2014		2015		2016		2017		2018		Beyond 2018
Principal payments on notes receivable		$216		$131		$41		$42		$45		$112
Sales-type/finance lease payments receivable	243		234		230		206		195		623
Operating lease equipment payments receivable	464		181		114		71		52		77

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Fair Value Measurements

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

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. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.

	December 31, 2013										December 31, 2012
	Total			Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3
Assets
Money market funds		$3,783			$3,783							$4,534			$4,534
Available-for-sale investments	8			6						$2	9			6						$3
Derivatives	86						$86				178						$178
Total assets		$3,877			$3,789		$86			$2		$4,721			$4,540		$178			$3
Liabilities
Derivatives		($79	)				($79	)				($84	)				($84	)
Total liabilities		($79	)				($79	)				($84	)				($84	)

Money market funds and available-for-sale equity securities are valued using a market approach based on the quoted market prices of identical instruments. Available-for-sale debt investments are primarily valued using an income approach based on benchmark yields, reported trades and broker/dealer quotes.

Derivatives include foreign currency, commodity and interest rate contracts. Our foreign currency forward contracts are valued using an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount. Commodity derivatives are valued using an income approach based on the present value of the commodity index prices less the contract rate multiplied by the notional amount. The fair value of our interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve.

Certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the nonrecurring losses recognized for the years ended December 31, and the fair value and asset classification of the related assets as of the impairment date:

	2013					2012
	Fair Value		Total Losses			Fair Value		Total Losses
Operating lease equipment		$216		($81	)		$75		($55	)
Property, plant and equipment	40		(15		)	21		(21		)
Total		$256		($96	)		$96		($76	)

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

Property, plant and equipment was primarily valued using an income approach based on the discounted cash flows associated with the underlying assets.

For Level 3 assets that were measured at fair value on a non-recurring basis during the year ended December 31, 2012, the following table presents the fair value of those assets as of the measurement date, valuation techniques and related unobservable inputs of those assets.

	Fair Value	Valuation Technique(s)	Unobservable Input	Range Median or Average
Operating lease equipment	$216	Market approach	Aircraft value publications	$155 - $206(1) Median $189
			Aircraft condition adjustments	($18) - $45(2) Net $27

⁽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 Consolidated Statements of Financial Position at December 31 were as follows:

	December 31, 2013
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$6,546			$6,525				$6,525
Notes receivable, net	572			622				622
Liabilities
Debt, excluding capital lease obligations	(9,483		)	(10,897		)		(10,897		)

	December 31, 2012
	Carrying Amount			Total Fair Value			Level 1	Level 2			Level 3
Assets
Accounts receivable, net		$5,608			$5,642				$5,642
Notes receivable, net	571			632				632
Liabilities
Debt, excluding capital lease obligations	(10,231		)	(12,269		)		(12,221		)		($48	)

The fair value of Accounts receivable is based on current market rates for loans of the same risk and maturities. The fair values of our variable rate notes receivable that reprice frequently approximate their carrying amounts. The fair values of fixed rate notes receivable are estimated with discounted cash flow analysis using interest rates currently offered on loans with similar terms to borrowers of similar credit quality. The fair value of our debt that is traded in the secondary market is classified as Level 2 and is based on current market yields. For our debt that is not traded in the secondary market, the fair value is classified as Level 2 and is based on our indicative borrowing cost derived from dealer quotes or discounted cash flows. The fair value of our debt classified as Level 3 is based on the median of the underlying collateral value as described above. With regard to other financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of our indemnifications and financing commitments because the amount and timing of those arrangements are uncertain. Items not included in the above disclosures include cash, restricted cash, time deposits and other deposits, commercial paper, money market funds, Accounts payable and long-term payables. The carrying values of those items, as reflected in the Consolidated Statements of Financial Position, approximate their fair value at December 31, 2013 and 2012. 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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Legal Proceedings

12 Months Ended

Dec. 31, 2013

Loss Contingency, Information about Litigation Matters [Abstract]

Legal Proceedings

Legal Proceedings

Various legal proceedings, claims and investigations related to products, contracts and other matters are pending against us. Potentially material contingencies are discussed below. In addition, the discussion below addresses the settlement of the A-12 litigation.

We are subject to various U.S. government investigations, from which civil, criminal or administrative proceedings could result or have resulted in the past. Such proceedings involve or could involve claims by the government for fines, penalties, compensatory and treble damages, restitution and/or forfeitures. Under government regulations, a company, or one or more of its operating divisions or subdivisions, can also be suspended or debarred from government contracts, or lose its export privileges, based on the results of investigations. We believe, based upon current information, that the outcome of any such government disputes and investigations will not have a material effect on our financial position, results of operations, or cash flows, except as set forth below. Where it is reasonably possible that we will incur losses in excess of recorded amounts in connection with any of the matters set forth below, we have disclosed either the amount or range of reasonably possible losses in excess of such amounts or, where no such amount or range can be reasonably estimated, the reasons why no such estimate can be made.

A-12 Litigation

In 1991, the Department of the Navy (the Navy) notified McDonnell Douglas Corporation (now merged into The Boeing Company) and General Dynamics Corporation (together, the Team) that it was terminating for default the Team’s contract for development and initial production of the A-12 aircraft.

The Team had full responsibility for performance of the contract and both contractors are jointly and severally liable for any potential liabilities resulting from the termination. The Team filed a legal action to contest the Navy’s default termination, to assert its rights to convert the termination to one for “the convenience of the government,” and to obtain payment for work done and costs incurred on the A-12 contract but not paid to date.

The U.S. Court of Federal Claims held that the default termination decision could not be sustained and on March 31, 1998, awarded the Team $1,200 in unreimbursed costs. The Court of Appeals for the Federal Circuit reversed in July 1999 and remanded the case back to the trial court to determine whether the Team was in fact in default. On August 31, 2001, the U.S. Court of Federal Claims issued a decision after trial upholding the government’s default termination of the A-12 contract. In 2003, the Court of Appeals for the Federal Circuit, finding that the trial court had applied the wrong legal standard, vacated the trial court’s 2001 decision and ordered the case sent back to the trial court for further proceedings. On May 3, 2007, the U.S. Court of Federal Claims issued a decision upholding the government’s default termination of the A-12 contract. We filed a Notice of Appeal on May 4, 2007 with the Court of Appeals for the Federal Circuit. On June 2, 2009, the Court of Appeals rendered an opinion affirming the trial court’s 2007 decision sustaining the government’s default termination. On May 23, 2011, the U.S. Supreme Court vacated the decision of the Court of Appeals upholding the default termination, and remanded the case to the Court of Appeals. On July 7, 2011, the Court of Appeals remanded the case to the trial court for additional factual determinations and the trial court heard oral argument on May 7, 2013.On December 29, 2009, the Navy sent letters to the Team requesting payment of $1,352 in unliquidated progress payments, plus applicable interest. On November 15, 2011, the Navy sent a letter confirming that it would not pursue payment from the Team pending all trial court and appellate proceedings adjudicating the issues remanded by the Supreme Court.

On May 17, 2013, the President's Fiscal 2014 Budget Request to Congress included a new Department of Defense General Provision that would authorize the Secretary of the Navy to receive and retain payment in-kind in settlement of the A-12 aircraft litigation. On July 30, 2013, the Team and the Navy executed a settlement agreement that took effect upon enactment of the authorization legislation on December 26, 2013. The parties signed a contract modification effectuating the settlement on January 13, 2014 and, on January 23, 2014, the parties filed a stipulation of dismissal with the court, voluntarily dismissing the litigation with prejudice. As a result, the Company recorded a $406 pre-tax charge in 2013, which consists of writing-off A-12 inventory, recorded as cost of sales, and providing three EA-18G Growlers at no cost to the U.S. Navy, recorded as a reduction in revenues.

Employment, Labor and Benefits Litigation

In connection with the 2005 sale of our former Wichita facility to Spirit AeroSystems, Inc. (Spirit), certain individuals not hired by Spirit alleged that Spirit’s hiring decisions following the sale were tainted by age discrimination, violated ERISA, violated our collective bargaining agreements, and constituted retaliation. The case was brought in 2006 as a class action on behalf of individuals not hired by Spirit. In 2012, the Tenth Circuit Court of Appeals affirmed the district court's 2010 summary judgment in favor of Boeing and Spirit on all class action claims, but the parties were not precluded from making claims on an individual basis. As of December 31, 2013, eighty-eight individual claims related to this matter were pending. Spirit has agreed to indemnify Boeing for any and all losses.

Also related to the 2005 sale of the former Wichita facility, on February 16, 2007, an action entitled Harkness et al. v. The Boeing Company et al. was filed in the U.S. District Court for the District of Kansas, alleging collective bargaining agreement breaches and ERISA violations in connection with alleged failures to provide benefits to certain former employees of the Wichita facility. On December 11, 2012 the court denied plaintiffs’ motion for summary judgment and granted Boeing’s motion for summary judgment on plaintiffs’ claim that amendment of The Boeing Company Employee Retirement Plan violated the IAM collective bargaining agreement, as well as individual ERISA §510 claims for interference with benefits. The court denied Boeing’s motion for all other claims. The parties are conducting additional discovery in anticipation of further court proceedings, which have not yet been scheduled. We believe that Spirit is obligated to indemnify Boeing for any and all losses in this matter, although to date Spirit has acknowledged a limited indemnification obligation. We currently estimate that the putative class includes 2,000 former Wichita employees. We cannot reasonably estimate the range of loss, if any, that may result from both these matters given the current procedural status of the litigation.

On October 13, 2006, we were named as a defendant in a lawsuit filed in the U.S. District Court for the Southern District of Illinois. Plaintiffs, seeking to represent a class of similarly situated participants and beneficiaries in The Boeing Company Voluntary Investment Plan (the VIP), alleged that fees and expenses incurred by the VIP were and are unreasonable and excessive, not incurred solely for the benefit of the VIP and its participants, and were undisclosed to participants. The plaintiffs further alleged that defendants breached their fiduciary duties in violation of §502(a)(2) of ERISA, and sought injunctive and equitable relief pursuant to §502(a)(3) of ERISA. During the first quarter of 2010, the Seventh Circuit Court of Appeals granted a stay of trial proceedings in the district court pending resolution of an appeal made by Boeing in 2008 to the case’s class certification order. On January 21, 2011, the Seventh Circuit reversed the district court’s class certification order and decertified the class. The Seventh Circuit remanded the case to the district court for further proceedings. On September 19, 2013, the district court granted plaintiffs’ motion for class certification. On October 3, 2013, Boeing filed a petition for review of the class certification order with the Seventh Circuit Court of Appeals, which was denied by the Seventh Circuit on November 26, 2013. Summary judgment briefs were filed in the district court on January 6, 2014, and plaintiffs’ opposition briefs were filed on February 10, 2013. We cannot reasonably estimate the range of loss, if any, that may result from this matter given the current procedural status of the litigation.

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Consolidated Statements Of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Cash flows - operation activities:
Net earnings	$ 4,585	$ 3,900	$ 4,018
Non-cash items -
Share-based plans expense	206	193	186
Depreciation and amortization	1,844	1,811	1,675
Investment/asset impairment charges, net	96	84	119
Customer financing valuation benefit	(11)	(10)	(269)
Loss/(gain) on disposal of discontinued operations	1	5	(11)
Gain on dispositions, net	(20)	(4)	(24)
Other charges and credits, net	528	694	500
Excess tax benefits from share-based payment arrangements	(128)	(45)	(36)
Changes in assets and liabilities –
Accounts receivable	(879)	(27)	(292)
Inventories, net of advances and progress billings	(5,562)	(5,681)	(10,012)
Accounts payable	(298)	1,199	1,164
Accrued liabilities	883	801	237
Advances and billings in excess of related costs	3,353	1,177	3,173
Income taxes receivable, payable and deferred	1,445	1,605	1,262
Other long-term liabilities	2	157	127
Pension and other postretirement plans	1,720	1,288	2,126
Customer financing, net	391	407	(6)
Other	23	(46)	86
Net cash provided by operating activities	8,179	7,508	4,023
Cash flows - investing activities:
Property, plant and equipment additions	(2,098)	(1,703)	(1,713)
Property, plant and equipment reductions	51	97	94
Acquisitions, net of cash acquired	(26)	(124)	(42)
Contributions to investments	(15,394)	(12,921)	(6,796)
Proceeds from investments	12,453	10,901	10,757
Receipt of economic development program funds			69
Purchase of distribution rights	(140)	(7)
Net cash (used)/provided by investing activities	(5,154)	(3,757)	2,369
Cash flows - financing activities
New borrowings	571	60	799
Debt repayments	(1,434)	(2,076)	(930)
Repayments of distribution rights and other asset financing	(280)	(228)	(451)
Stock options exercised, other	1,097	120	114
Excess tax benefits from share-based payment arrangements	128	45	36
Employee taxes on certain share-based payment arrangements	(63)	(76)	(24)
Common shares repurchased	2,801
Dividends paid	(1,467)	(1,322)	(1,244)
Net cash used by financing activities	(4,249)	(3,477)	(1,700)
Effect of exchange rate changes on cash and cash equivalents	(29)	18	(2)
Net (decrease)/increase in cash and cash equivalents	(1,253)	292	4,690
Cash and cash equivalents at beginning of year	10,341	10,049	5,359
Cash and cash equivalents at end of year	$ 9,088	$ 10,341	$ 10,049

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Segment Information

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Segment Information

Segment Information

We operate in five principal segments: Commercial Airplanes; Boeing Military Aircraft (BMA), Network & Space Systems (N&SS), and Global Services & Support (GS&S), collectively Defense, Space & Security; and Boeing Capital. All other activities fall within the Other segment or Unallocated items and eliminations. See page 54 for the Summary of Business Segment Data, which is an integral part of this note.

The Commercial Airplanes segment develops, produces and markets commercial jet aircraft and provides related support services, principally to the commercial airline industry worldwide.

Our BMA segment is engaged in the research, development, production and modification of manned and unmanned military aircraft and weapons systems for global strike, including fighter aircraft and missile systems; vertical lift including rotorcraft and tilt-rotor aircraft; mobility, surveillance and engagement, including command and control, battle management, airborne, anti-submarine, transport and tanker aircraft.

Our N&SS segment is engaged in the research, development, production and modification of the following products and related services: electronics and information solutions, including command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR), cyber and information solutions, and intelligence systems; strategic missile and defense systems; space and intelligence systems, including satellites and commercial satellite launch vehicles; and space exploration.

Our GS&S segment provides customers with mission readiness through total support solutions. Our global services business sustains aircraft and systems with a full spectrum of products and services through integrated logistics, including supply chain management and engineering support; maintenance, modification and upgrades for aircraft; and training systems and government services, including pilot and maintenance training. GS&S international operations include Boeing Defence U.K. Ltd., Boeing Defence Australia, and Alsalam Aircraft Company, a joint venture.

Our BCC segment facilitates, arranges, structures and provides selective financing solutions for our Commercial Airplanes customers. In the space and defense markets, BCC primarily arranges and structures financing solutions for our BDS government and commercial satellite customers.

Our Other segment includes the unallocated activities of Engineering, Operations & Technology (EO&T) and Shared Services Group (SSG), as well as intercompany guarantees provided to BCC. EO&T provides Boeing with technical and functional capabilities, including information technology, research and development, test and evaluation, technology strategy development, environmental remediation management and intellectual property management.

Effective January 1, 2013, 2012 and 2011 certain programs were realigned among BDS segments. Business segment data for all periods presented have been adjusted to reflect the realignment. Effective January 1, 2013, BCC's accounting policies for certain leasing transactions were aligned with Boeing's consolidated accounting policies. Segment information previously reported has been adjusted to reflect this change. The resulting adjustments affected the BCC and Other segments as well as consolidated amounts reported for Boeing Capital interest expense, Earnings from operations, and Interest and debt expense.

While our principal operations are in the United States, Canada and Australia, some key suppliers and subcontractors are located in Europe and Japan. Revenues, including foreign military sales, are reported by customer location and consisted of the following:

Years ended December 31,	2013		2012		2011
Asia, other than China		$12,200		$10,390		$7,438
China	10,555		6,086		4,779
Europe	10,622		10,269		9,850
Middle East	9,165		10,285		5,477
Oceania	1,657		2,043		3,067
Canada	1,486		586		618
Africa	621		1,282		1,759
Latin America, Caribbean and other	2,725		3,555		1,356
Total non-U.S. revenues	49,031		44,496		34,344
United States	37,592		37,202		34,391
Total revenues		$86,623		$81,698		$68,735

Revenues from the U.S. government (including foreign military sales through the U.S. government), primarily recorded at BDS, represented 34%, 33% and 37% of consolidated revenues for 2013, 2012 and 2011, respectively. Approximately 3% of operating assets were located outside the United States as of December 31, 2013 and 2012. The information in the following tables is derived directly from the segments’ internal financial reporting used for corporate management purposes.

Depreciation and Amortization

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$632		$614		$565
Defense, Space & Security:
Boeing Military Aircraft	131		120		116
Network & Space Systems	120		123		128
Global Services & Support	69		67		62
Total Defense, Space & Security	320		310		306
Boeing Capital Corporation	110		150		153
Other segment	299		261		242
Unallocated items and eliminations	483		476		409
Total		$1,844		$1,811		$1,675

Capital Expenditures

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$694		$665		$540
Defense, Space & Security:
Boeing Military Aircraft	186		153		122
Network & Space Systems	96		115		101
Global Services & Support	48		57		55
Total Defense, Space & Security	330		325		278
Other segment	323		232		174
Unallocated items and eliminations	751		481		721
Total		$2,098		$1,703		$1,713

Unallocated capital expenditures relate primarily to assets managed by SSG on behalf of the five principal segments.

We recorded Earnings from operations associated with our cost and equity method investments of $25, $77 and $69 in our Commercial Airplanes segment and $203, $196 and $210 in BDS, primarily in our N&SS segment, for the years ended December 31, 2013, 2012 and 2011, respectively.

For segment reporting purposes, we record Commercial Airplanes segment revenues and cost of sales for airplanes transferred to other segments. Such transfers may include airplanes accounted for as operating leases and considered transferred to the BCC segment and airplanes transferred to the BDS segment for further modification prior to delivery to the customer. The revenues and cost of sales for these transfers are eliminated in the Unallocated items and eliminations caption. For segment reporting purposes, we record BDS revenues and cost of sales for the modification performed on airplanes received from Commercial Airplanes when the airplane is delivered to the customer or at the attainment of performance milestones.

Intersegment revenues, eliminated in Unallocated items and eliminations, are shown in the following table.

Years ended December 31,	2013		2012		2011
Commercial Airplanes		$879		$1,215		$701
Boeing Capital	29		49		66
Total		$908		$1,264		$767

Unallocated Items and Eliminations

Unallocated items and eliminations includes costs not attributable to business segments as well as intercompany profit eliminations. We generally allocate costs to business segments based on the U.S. federal cost accounting standards. Components of Unallocated items and eliminations are shown in the following table.

Years ended December 31,	2013			2012			2011
Share-based plans		($95	)		($81	)		($83	)
Deferred compensation	(238		)	(75		)	(61		)
Capitalized interest	(69		)	(70		)	(51		)
Eliminations and other	(703		)	(266		)	(276		)
Sub-total	(1,105		)	(492		)	(471		)
Pension	(1,374		)	(787		)	(269		)
Postretirement	60			(112		)	(248		)
Pension and Postretirement	(1,314		)	(899		)	(517		)
Total		($2,419	)		($1,391	)		($988	)

Unallocated Pension and Other Postretirement Benefit Expense

Unallocated pension and other postretirement benefit expense represents the portion of pension and other postretirement benefit costs that are not recognized by business segments for segment reporting purposes. Through 2012, the business segments have been allocated pension and other postretirement benefit costs using U.S. Government Cost Accounting Standards (CAS), which employ different actuarial assumptions and accounting conventions than Generally Accepted Accounting Principles in the United States of America (GAAP). Beginning in 2013, pension costs, comprising GAAP service and prior service costs, are allocated to Commercial Airplanes. BDS continues to be allocated CAS pension costs which are allocable to government contracts. Other postretirement benefit costs will continue to be allocated to business segments based on CAS, which is generally based on benefits paid. Prior year allocations have not been adjusted.

Assets

Segment assets are summarized in the table below.

December 31,	2013		2012
Commercial Airplanes		$49,520		$41,769
Defense, Space & Security:
Boeing Military Aircraft	6,973		6,582
Network & Space Systems	6,450		6,669
Global Services & Support	3,939		3,692
Total Defense, Space & Security	17,362		16,943
Boeing Capital	3,914		4,347
Other segment	1,208		1,043
Unallocated items and eliminations	20,659		24,794
Total		$92,663		$88,896

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

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Customer Financing (Financing Receivable Credit Quality Indicators) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	$ 2,286	$ 2,442
BBB Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	1,091	1,201
BB Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	58	63
B Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	585	51
CCC Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	457	511
D Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables		524
Other Credit Rating [Member]
Financing Receivable, Recorded Investment [Line Items]
Total Financing Receivables	$ 95	$ 92

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Postretirement Plans (Schedule Of Actual Allocations For The Pension Assets And Target Allocations By Asset Class) (Details) (Pension Plans [Member])	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	100.00%	100.00%
Defined benefit plan, target plan asset allocations	100.00%	100.00%
Fixed Income Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	49.00%	49.00%
Defined benefit plan, target plan asset allocations	47.00%	47.00%
Equity securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	29.00%	29.00%
Defined benefit plan, target plan asset allocations	26.00%	26.00%
Private Equity Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	5.00%	5.00%
Defined benefit plan, target plan asset allocations	6.00%	6.00%
Real estate and real assets [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	8.00%	8.00%
Defined benefit plan, target plan asset allocations	11.00%	11.00%
Global Strategies [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	4.00%	4.00%
Defined benefit plan, target plan asset allocations	4.00%	4.00%
Hedge Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, actual plan asset allocations	5.00%	5.00%
Defined benefit plan, target plan asset allocations	6.00%	6.00%

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

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

(In millions - except per share amounts)

Years ended December 31,	2013		2012		2011
Net earnings		$4,585		$3,900		$4,018
Less: earnings available to participating securities	7		8		9
Net earnings available to common shareholders		$4,578		$3,892		$4,009
Basic
Basic weighted average shares outstanding	760.8		758.0		746.6
Less: participating securities	1.9		2.3		2.5
Basic weighted average common shares outstanding	758.9		755.7		744.1
Diluted
Basic weighted average shares outstanding	760.8		758.0		746.6
Dilutive potential common shares(1)	8.7		5.8		6.5
Diluted weighted average shares outstanding	769.5		763.8		753.1
Less: participating securities	1.9		2.3		2.5
Diluted weighted average common shares outstanding	767.6		761.5		750.6
Net earnings per share:
Basic		$6.03		$5.15		$5.39
Diluted	5.96		5.11		5.34

⁽¹⁾  Diluted EPS includes any dilutive impact of stock options, restricted stock units and Performance Awards.

Schedule Of Weighted Average Number Of Shares Outstanding Excluded From The Computation Of Diluted Earnings Per Share

The shares included in the following table were not included in the computation of diluted earnings per share because the effect was antidilutive. However, these shares may be dilutive potential common shares in the future.

(Shares in millions)

Years ended December 31,	2013	2012	2011
Stock options	4.8	23.6	21.1
Performance Awards	4.2	4.9	1.5

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2013

Summary of Derivative Instruments [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

The notional amounts and fair values of derivative instruments in the Consolidated Statements of Financial Position as of December 31 were as follows:

	Notional amounts(1)				Other assets						Accrued liabilities
	2013		2012		2013			2012			2013			2012
Derivatives designated as hedging instruments:
Foreign exchange contracts		$2,524		$2,310		$122			$202			($64	)		($16	)
Interest rate contracts	313		388		13			26
Commodity contracts	72		99		2						(39		)	(71		)
Derivatives not receiving hedge accounting treatment:
Foreign exchange contracts	259		412		12			3			(35		)	(42		)
Commodity contracts	9		15								(4		)	(8		)
Total derivatives		$3,177		$3,224	149			231			(142		)	(137		)
Netting arrangements					(63		)	(53		)	63			53
Net recorded balance						$86			$178			($79	)		($84	)

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

Schedule Of Derivative Instruments, Gains/(Losses) In Statement Of Financial Performance

Gains/(losses) associated with our cash flow and undesignated hedging transactions and their effect on Other comprehensive income/(loss) and Net earnings were as follows:

Years ended December 31,	2013			2012
Effective portion recognized in Other comprehensive income/(loss), net of taxes:
Foreign exchange contracts		($76	)		$35
Commodity contracts	1			(10		)
Effective portion reclassified out of Accumulated other comprehensive loss into earnings, net of taxes:
Foreign exchange contracts	37			35
Commodity contracts	(20		)	(30		)
Forward points recognized in Other income, net:
Foreign exchange contracts	34			22
Undesignated derivatives recognized in Other income, net:
Foreign exchange contracts	17			(16		)

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Income Taxes (Schedule of Unrecognized Tax Benefits Roll Forward) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits – January 1	$ 1,055	$ 939	$ 1,198
Gross increases – tax positions in prior periods	10	55	154
Gross decreases – tax positions in prior periods	(125)	(20)	(383)
Gross increases – current-period tax positions	202	83	28
Gross decreases – current-period tax positions	(1)	(1)	(15)
Settlements		(1)	(42)
Lapse of statute of limitations			(1)
Unrecognized tax benefits – December 31	$ 1,141	$ 1,055	$ 939

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Consolidated Statements Of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Sales of products	$ 76,792	$ 71,234	$ 57,401
Sales of services	9,831	10,464	11,334
Total revenues	86,623	81,698	68,735
Cost of products	(65,640)	(60,309)	(46,642)
Cost of services	(7,553)	(8,247)	(9,097)
Boeing Capital interest expense	(75)	(109)	(149)
Total costs and expenses	(73,268)	(68,665)	(55,888)
Gross profit	13,355	13,033	12,847
Income from operating investments, net	214	268	278
General and administrative expense	(3,956)	(3,717)	(3,408)
Research and development expense, net	(3,071)	(3,298)	(3,918)
Gain on dispositions, net	20	4	24
Earnings from operations	6,562	6,290	5,823
Other income, net	56	62	47
Interest and debt expense	(386)	(442)	(477)
Earnings before income taxes	6,232	5,910	5,393
Income tax expense	(1,646)	(2,007)	(1,382)
Net earnings from continuing operations	4,586	3,903	4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)	(1)	(3)	7
Net earnings	$ 4,585	$ 3,900	$ 4,018
Basic earnings per share from continuing operations	$ 6.03	$ 5.15	$ 5.38
Net (loss)/gain on disposal of discontinued operations, net of taxes			$ 0.01
Basic earnings per share	$ 6.03	$ 5.15	$ 5.39
Diluted earnings per share from continuing operations	$ 5.96	$ 5.11	$ 5.33
Net (loss)/gain on disposal of discontinued operations, net of taxes			$ 0.01
Diluted earnings per share	$ 5.96	$ 5.11	$ 5.34

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Property, Plant And Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Schedule Of Property, Plant And Equipment

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

	2013			2012
Land		$562			$531
Buildings and land improvements	11,068			10,696
Machinery and equipment	12,376			11,847
Construction in progress	1,288			1,231
Gross property, plant and equipment	25,294			24,305
Less accumulated depreciation	(15,070		)	(14,645		)
Total		$10,224			$9,660

Payments Due Under Operating And Capital Leases Net Of Sublease Amounts And Non-Cancellable Future Rentals

Payments due under operating and capital leases net of sublease amounts and non-cancellable future rentals during the next five years are as follows:

	2014		2015		2016		2017		2018
Minimum operating lease payments, net of sublease amounts		$223		$171		$142		$120		$95
Minimum capital lease payments, net of sublease amounts	61		37		22		14		0

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Liabilities, Commitments And Contingencies (Schedule Of Product Warranty Activity) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance - January 1	$ 1,572	$ 1,046
Additions for current year deliveries	595	678
Reductions for payments made	(419)	(315)
Changes in estimates	(178)	163
Ending balance - December 31	$ 1,570	$ 1,572

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Segment Information (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 segments	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Number of Reportable Segments	5
Percent of operating assets located outside the United States	3.00%	3.00%
Earnings from operations associated with our cost and equity method investments	$ 214	$ 268	$ 278
Defense, Space & Security [Member] | Network & Space Systems [Member]
Segment Reporting Information [Line Items]
Earnings from operations associated with our cost and equity method investments	203	196	210
Defense, Space & Security [Member] | U S Government Contracts [Member] | Sales [Member]
Segment Reporting Information [Line Items]
Entity-Wide Revenue, Major Customer, Percentage	34.00%	33.00%	37.00%
Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Earnings from operations associated with our cost and equity method investments	$ 25	$ 77	$ 69

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Postretirement Plans (Schedule Of One-Percentage-Point Change In Assumed Health Care Cost Trend Rates) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
General Discussion of Pension and Other Postretirement Benefits [Abstract]
Effect on total of service and interest cost, Increase	$ 57
Effect on total of service and interest cost, Decrease	(47)
Effect on postretirement benefit obligation, Increase	681
Effect on postretirement benefit obligation, Decrease	$ (575)

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Consolidated Statements Of Financial Position (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Assets
Cash and cash equivalents	$ 9,088		$ 10,341
Short-term and other investments	6,170		3,217
Accounts receivable, net	6,546		5,608
Current portion of customer financing, net	344		364
Deferred income taxes	14		28
Inventories, net of advances and progress billings	42,912		37,751
Total current assets	65,074		57,309
Customer financing, net	3,627		4,056
Property, plant and equipment, net	10,224		9,660
Goodwill	5,043		5,035
Acquired intangible assets, net	3,052		3,111
Deferred income taxes	2,939		6,753
Investments	1,204		1,180
Other assets, net of accumulated amortization of $448 and $504	1,500		1,792
Total assets	92,663		88,896
Liabilities and equity
Accounts payable	9,498		9,394
Accrued liabilities	14,131		12,995
Advances and billings in excess of related costs	20,027		16,672
Deferred income taxes and income taxes payable	6,267		4,485
Short-term debt and current portion of long-term debt	1,563		1,436
Total current liabilities	51,486		44,982
Accrued retiree health care	6,528		7,528
Accrued pension plan liability, net	10,474		19,651
Non-current income taxes payable	156		366
Other long-term liabilities	950		1,429
Long-term debt	8,072		8,973
Shareholders' equity:
Common stock, par value $5.00 – 1,200,000,000 shares authorized; 1,012,261,159 shares issued	5,061		5,061
Additional paid-in capital	4,415		4,122
Treasury stock, at cost	(17,671)		(15,937)
Retained earnings	32,964		30,037
Accumulated other comprehensive loss	(9,894)	[1]	(17,416)	[1]
Total shareholders’ equity	14,875		5,867
Noncontrolling interest	122		100
Total equity	14,997		5,967
Total liabilities and equity	$ 92,663		$ 88,896

[1] Net of tax.

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Liabilities, Commitments And Contingencies (Schedule Of Accrued Liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Commitments and Contingencies Disclosure [Abstract]
Accrued compensation and employee benefit costs	$ 6,158	$ 5,769
Environmental	649	710	758
Product warranties	1,570	1,572	1,046
Forward loss recognition	360	387
Dividends payable	542	367
Other	4,852	4,190
Total	$ 14,131	$ 12,995

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Segment Information (Schedule Of Capital Expenditures By Segment) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Capital expenditures	$ 2,098	$ 1,703	$ 1,713
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Capital expenditures	694	665	540
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Capital expenditures	330	325	278
Operating Segments [Member] | Defense, Space & Security [Member] | Boeing Military Aircraft [Member]
Segment Reporting Information [Line Items]
Capital expenditures	186	153	122
Operating Segments [Member] | Defense, Space & Security [Member] | Network & Space Systems [Member]
Segment Reporting Information [Line Items]
Capital expenditures	96	115	101
Operating Segments [Member] | Defense, Space & Security [Member] | Global Services & Support [Member]
Segment Reporting Information [Line Items]
Capital expenditures	48	57	55
Consolidated Other [Member] | Other Segment [Member]
Segment Reporting Information [Line Items]
Capital expenditures	323	232	174
Unallocated Items And Eliminations [Member]
Segment Reporting Information [Line Items]
Capital expenditures	$ 751	$ 481	$ 721

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Segment Information (Schedule Of Unallocated Items and Eliminations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Share-based plans									$ (206)	$ (193)	$ (186)
Deferred compensation									(238)	(75)	(59)
Capitalized interest									(87)	(74)	(57)
Total	1,515	1,803	1,716	1,528	1,624	1,559	1,542	1,565	6,562	6,290	5,823
Pension [Member]
Segment Reporting Information [Line Items]
Pension and Postretirement									(3,036)	(2,407)	(1,648)
Postretirement [Member]
Segment Reporting Information [Line Items]
Pension and Postretirement									(353)	(543)	(692)
Unallocated Items And Eliminations [Member]
Segment Reporting Information [Line Items]
Share-based plans									(95)	(81)	(83)
Deferred compensation									(238)	(75)	(61)
Capitalized interest									(69)	(70)	(51)
Eliminations and other									703	266	276
Operating Income (Loss) Excluding Unallocated Pension and Postretirement Adjustments									1,105	492	471
Pension and Postretirement									(1,314)	(899)	(517)
Total									(2,419)	(1,391)	(988)
Unallocated Items And Eliminations [Member] | Pension [Member]
Segment Reporting Information [Line Items]
Pension and Postretirement									(1,374)	(787)	(269)
Unallocated Items And Eliminations [Member] | Postretirement [Member]
Segment Reporting Information [Line Items]
Pension and Postretirement									$ 60	$ (112)	$ (248)

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Summary Of Significant Accounting Policies (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Duration of operating cycle	generally longer than one year
Amount recognized in operating earnings, change in accounting estimate	$ 242	$ 379	$ 229
Earnings Per Share impact, change in accounting estimate	$ 0.23	$ 0.33	$ 0.23
Reinsurance revenues	160	129	144
Reinsurance costs	147	128	142
Research and development expense	3,071	3,298	3,918
Negative cash balances reclassified to accounts payable	108	159
Repurchase commitments, maturities	generally 10 to 15 years
Commercial Airplanes [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Standard warranty term	3 years
Commercial Airplanes [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Standard warranty term	4 years
Defense, Space & Security [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Standard warranty term	6 months
Defense, Space & Security [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Standard warranty term	12 months
Developed Technology [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	6 years
Developed Technology [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	14 years
Product Know-How [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	5 years
Product Know-How [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	30 years
Customer Base [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	5 years
Customer Base [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	19 years
Distribution Rights [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	3 years
Distribution Rights [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	30 years
Other Intangible Assets [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	5 years
Other Intangible Assets [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-lived acquired intangible assets, useful lives (in years)	32 years
Buildings And Land Improvements [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives (in years)	10 years
Buildings And Land Improvements [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives (in years)	40 years
Machinery And Equipment [Member] | Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives (in years)	3 years
Machinery And Equipment [Member] | Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives (in years)	20 years
Capitalized Internal Use Software [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, plant and equipment, estimated useful lives (in years)	5 years
Bid And Proposal Costs [Member]
Summary Of Significant Accounting Policies [Line Items]
Research and development expense	$ 285	$ 326	$ 332

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Arrangements With Off-Balance Sheet Risk (Schedule Of Arrangements With Off-Balance Sheet Risk) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Contingent Repurchase Commitment [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	$ 1,872	$ 2,065
Estimated Proceeds from Collateral/ Recourse	1,871	2,065
Carrying Amount of Liabilities	5	5
Contributed Delta Program Launch Inventory [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	127	137
Contract Pricing [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	261	261
Carrying Amount of Liabilities	7	7
Other Delta Contracts [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	227	232
Carrying Amount of Liabilities	8	8
Other Indemnifications [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	106	137
Carrying Amount of Liabilities	28	32
Credit Guarantees [Member]
Guarantor Obligations [Line Items]
Maximum Potential Payments	35	13
Estimated Proceeds from Collateral/ Recourse	27	4
Carrying Amount of Liabilities	$ 2	$ 2

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Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles Of Consolidation And Basis Of Presentation

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing,” the “Company,” “we,” “us,” or “our”). These statements include the accounts of all majority-owned subsidiaries and variable interest entities that are required to be consolidated. All significant intercompany accounts and transactions have been eliminated. Amounts reported in prior periods as Interest and debt expense have been reclassified to Boeing Capital interest expense to conform to the current year presentation.

Use Of Estimates

Use of Estimates

Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported in the Consolidated Financial Statements. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these Notes to the Consolidated Financial Statements.

Operating Cycle

Operating Cycle

For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.

Revenue And Related Cost Recognition

Revenue and Related Cost Recognition

Contract Accounting Contract accounting is used for development and production activities predominantly by Defense, Space & Security (BDS). The majority of business conducted by BDS is performed under contracts with the U.S. government and other customers that extend over several years. Contract accounting involves a judgmental process of estimating total sales and costs for each contract resulting in the development of estimated cost of sales percentages. For each contract, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage to the amount of revenue recognized. When the current estimates of total sales and costs for a contract indicate a loss, a provision for the entire loss on the contract is recognized.

Changes in estimated revenues, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s percent complete. In 2013, 2012 and 2011 net favorable cumulative catch-up adjustments increased Earnings from operations by $242, $379 and $229, respectively and diluted EPS by $0.23, $0.33 and $0.23, respectively.

We combine contracts for accounting purposes when they are negotiated as a package with an overall profit margin objective. These essentially represent an agreement to do a single project for a single customer, involve interrelated construction activities with substantial common costs, and are performed concurrently or sequentially. When a group of contracts is combined, revenue and profit are earned uniformly over the performance of the combined contracts. Similarly, we may segment a single contract or group of contracts when a clear economic decision has been made during contract negotiations that would produce different rates of profitability for each element or phase of the contract.

Sales related to fixed-price contracts are recognized as deliveries are made, except for certain fixed-price contracts that require substantial performance over an extended period before deliveries begin, for which sales are recorded based on the attainment of performance milestones. Sales related to contracts in which we are reimbursed for costs incurred plus an agreed upon profit are recorded as costs are incurred. The Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing contract price. Contracts may contain provisions to earn incentive and award fees if specified targets are achieved. Incentive and award fees that can be reasonably estimated and are probable are recorded over the performance period of the contract. Incentive and award fees that cannot be reasonably estimated are recorded when awarded.

Program Accounting Our Commercial Airplanes segment predominantly uses program accounting to account for cost of sales related to its programs. Program accounting is applicable to products manufactured for delivery under production-type contracts where profitability is realized over multiple contracts and years. Under program accounting, inventoriable production costs, program tooling and other non-recurring costs, and warranty costs are accumulated and charged to cost of sales by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. The determination of the accounting quantity is limited by the ability to make reasonably dependable estimates of the revenue and cost of existing and anticipated contracts. To establish the relationship of sales to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced, and (c) the units’ expected sales prices, production costs, program tooling and other non-recurring costs, and routine warranty costs for the total program.

We recognize sales for commercial airplane deliveries as each unit is completed and accepted by the customer. Sales recognized represent the price negotiated with the customer, adjusted by an escalation formula as specified in the customer agreement. The amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the total remaining program to the amount of sales recognized for airplanes delivered and accepted by the customer. Changes in estimated revenues, cost of sales and the related effects on program margins are recognized prospectively except in cases where the program is determined to have a reach-forward loss in which case the loss is recognized in the current period. See Note 11.

Concession Sharing Arrangements We account for sales concessions to our customers in consideration of their purchase of products and services as a reduction to revenue when the related products and services are delivered. The sales concessions incurred may be partially reimbursed by certain suppliers in accordance with concession sharing arrangements. We record these reimbursements, which are presumed to represent reductions in the price of the vendor’s products or services, as a reduction in Cost of products.

Spare Parts Revenue We recognize sales of spare parts upon delivery and the amount reported as cost of sales is recorded at average cost.

Service Revenue Service revenue is recognized when the service is performed with the exception of U.S. government service agreements, which are accounted for using contract accounting. Service activities primarily include: support agreements associated with military aircraft and helicopter contracts, ongoing maintenance of International Space Station, and technical and flight operation services for commercial aircraft. Service revenue and associated cost of sales from pay-in-advance subscription fees are deferred and recognized as services are rendered.

Financial Services Revenue We record financial services revenue associated with sales-type/finance leases, operating leases, and notes receivable.

Lease and financing revenue arrangements are included in Sales of services on the Consolidated Statements of Operations. For sales-type/finance leases, we record an asset at lease inception. This asset is recorded at the aggregate future minimum lease payments, estimated residual value of the leased equipment, and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed periodically, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. Declines in estimated residual value that are deemed other-than-temporary are recognized in the period in which the declines occur.

For operating leases, revenue on leased aircraft and equipment is recorded on a straight-line basis over the term of the lease. Operating lease assets, included in Customer financing, are recorded at cost and depreciated over the period that we project we will hold the asset to an estimated residual value, using the straight-line method. We periodically review our estimates of residual value and recognize forecasted changes by prospectively adjusting depreciation expense.

For notes receivable, notes are recorded net of any unamortized discounts and deferred incremental direct costs. Interest income and amortization of any discounts are recorded ratably over the related term of the note.

Reinsurance Revenue Our wholly-owned insurance subsidiary, Astro Ltd., participates in a reinsurance pool for workers’ compensation. The member agreements and practices of the reinsurance pool minimize any participating members’ individual risk. Reinsurance revenues were $160, $129 and $144 during 2013, 2012 and 2011, respectively. Reinsurance costs related to premiums and claims paid to the reinsurance pool were $147, $128 and $142 during 2013, 2012 and 2011, respectively. Revenues and costs are presented net in Cost of services in the Consolidated Statements of Operations.

Fleet Support

Fleet Support

We provide assistance and services to facilitate efficient and safe aircraft operation to the operators of all our commercial airplane models. Collectively known as fleet support services, these activities and services include flight and maintenance training, field service support, engineering services, and technical data and documents. Fleet support activity begins prior to aircraft delivery as the customer receives training, manuals, and technical consulting support. This activity continues throughout the aircraft’s operational life. Services provided after delivery include field service support, consulting on maintenance, repair, and operational issues brought forth by the customer or regulators, updating manuals and engineering data, and the issuance of service bulletins that impact the entire model’s fleet. Field service support involves our personnel located at customer facilities providing and coordinating fleet support activities and requests. The costs for fleet support are expensed as incurred as Cost of services.

Research And Development

Research and Development

Research and development includes costs incurred for experimentation, design, and testing, as well as bid and proposal efforts related to government products and services which are expensed as incurred unless the costs are related to certain contractual arrangements with customers. Costs that are incurred pursuant to such contractual arrangements are recorded over the period that revenue is recognized, consistent with our contract accounting policy. We have certain research and development arrangements that meet the requirement for best efforts research and development accounting. Accordingly, the amounts funded by the customer are recognized as an offset to our research and development expense rather than as contract revenues. Research and development expense included bid and proposal costs of $285, $326 and $332 in 2013, 2012 and 2011, respectively.

We have established cost sharing arrangements with some suppliers for the 787 program. Our cost sharing arrangements state that the supplier contributions are for reimbursements of costs we incur for experimentation, basic design, and testing activities during the 787 development. In each arrangement, we retain substantial rights to the 787 part or component covered by the arrangement. The amounts received from these cost sharing arrangements are recorded as a reduction to research and development expenses since we have no obligation to refund any amounts received per the arrangements regardless of the outcome of the development efforts. Specifically, under the terms of each agreement, payments received from suppliers for their share of the costs are typically based on milestones and are recognized as earned when we achieve the milestone events and no ongoing obligation on our part exists. In the event we receive a milestone payment prior to the completion of the milestone, the amount is classified in Accrued liabilities until earned.

Share-Based Compensation

Share-Based Compensation

We provide various forms of share-based compensation to our employees. For awards settled in shares, we measure compensation expense based on the grant-date fair value net of estimated forfeitures. For awards settled in cash, or that may be settled in cash, we measure compensation expense based on the fair value at each reporting date net of estimated forfeitures. The expense is recognized over the requisite service period, which is generally the vesting period of the award.

Income Taxes

Income Taxes

Provisions for federal, state, and non-U.S. income taxes are calculated on reported Earnings before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions.

The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of Income tax expense.

Postretirement Plans

Postretirement Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. We also provide postretirement benefit plans other than pensions, consisting principally of health care coverage to eligible retirees and qualifying dependents. Benefits under the pension and other postretirement benefit plans are generally based on age at retirement and years of service and, for some pension plans, benefits are also based on the employee’s annual earnings. The net periodic cost of our pension and other postretirement plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, the long-term rate of asset return, and medical trend (rate of growth for medical costs). A portion of net periodic pension and other postretirement income or expense is not recognized in net earnings in the year incurred because it is allocated to production as product costs, and reflected in inventory at the end of a reporting period. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected in Shareholders’ equity (net of taxes). If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities we amortize them over the average future service period of employees. The funded status of our pension and postretirement plans is reflected on the Consolidated Statements of Financial Position.

Postemployment Plans

Postemployment Plans

We record a liability for postemployment benefits, such as severance or job training, when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.

Environmental Remediation

Environmental Remediation

We are subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. We routinely assess, based on in-depth studies, expert analyses and legal reviews, our contingencies, obligations, and commitments for remediation of contaminated sites, including assessments of ranges and probabilities of recoveries from other responsible parties and/or insurance carriers. Our policy is to accrue and charge to current expense identified exposures related to environmental remediation sites when it is probable that a liability has been incurred and the amount can be reasonably estimated. The amount of the liability is based on our best estimate or the low end of a range of reasonably possible exposure for investigation, cleanup, and monitoring costs to be incurred. Estimated remediation costs are not discounted to present value as the timing of payments cannot be reasonably estimated. We may be able to recover a portion of the remediation costs from insurers or other third parties. Such recoveries are recorded when realization of the claim for recovery is deemed probable.

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios which include 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.

Cash And Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have original maturities of three months or less. We aggregate our cash balances by bank where conditions for right of set-off are met, and reclassify any negative balances, consisting mainly of uncleared checks, to Accounts payable. Negative balances reclassified to Accounts payable were $108 and $159 at December 31, 2013 and 2012.

Inventories

Inventories

Inventoried costs on commercial aircraft programs and long-term contracts include direct engineering, production and tooling and other non-recurring costs, and applicable overhead, which includes fringe benefits, production related indirect and plant management salaries and plant services, not in excess of estimated net realizable value. To the extent a material amount of such costs are related to an abnormal event or are fixed costs not appropriately attributable to our programs or contracts, they are expensed in the current period rather than inventoried. Inventoried costs include amounts relating to programs and contracts with long-term production cycles, a portion of which is not expected to be realized within one year. Included in inventory for federal government contracts is an allocation of allowable costs related to manufacturing process reengineering.

Commercial aircraft programs inventory includes deferred production costs and supplier advances. Deferred production costs represent actual costs incurred for production of early units that exceed the estimated average cost of all units in the program accounting quantity. Higher production costs are experienced at the beginning of a new or derivative airplane program. Units produced early in a program require substantially more effort (labor and other resources) than units produced later in a program because of volume efficiencies and the effects of learning. We expect that these deferred costs will be fully recovered when all units included in the accounting quantity are delivered as the expected unit cost for later deliveries is below the estimated average cost of all units in the program. Supplier advances represent payments for parts we have contracted to receive from suppliers in the future. As parts are received, supplier advances are amortized to work in process.

The determination of net realizable value of long-term contract costs is based upon quarterly reviews that estimate costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision is recorded. The determination of net realizable value of commercial aircraft program costs is based upon quarterly program reviews that estimate revenue and cost to be incurred to complete the program accounting quantity. When estimated costs to complete exceed estimated program revenues to go, a program loss provision is recorded in the current period for the estimated loss on all undelivered units in the accounting quantity.

Used aircraft purchased by the Commercial Airplanes segment and general stock materials are stated at cost not in excess of net realizable value. See ‘Aircraft Valuation’ within this Note for a discussion of our valuation of used aircraft. Spare parts inventory is stated at lower of average unit cost or market. We review our commercial spare parts and general stock materials quarterly to identify impaired inventory, including excess or obsolete inventory, based on historical sales trends, expected production usage, and the size and age of the aircraft fleet using the part. Impaired inventories are charged to Cost of products in the period the impairment occurs.

Included in inventory for commercial aircraft programs are amounts paid or credited in cash, or other consideration to certain airline customers, that are referred to as early issue sales consideration. Early issue sales consideration is recognized as a reduction to revenue when the delivery of the aircraft under contract occurs. If an airline customer does not perform and take delivery of the contracted aircraft, we believe that we would have the ability to recover amounts paid. However, to the extent early issue sales consideration exceeds advances and is not considered to be otherwise recoverable, it would be written off in the current period.

We net advances and progress billings on long-term contracts against inventory in the Consolidated Statements of Financial Position. Advances and progress billings in excess of related inventory are reported in Advances and billings in excess of related costs.

Precontract Costs

Precontract Costs

We may, from time to time, incur costs in excess of the amounts required for existing contracts. If we determine the costs are probable of recovery from future orders, then we capitalize the precontract costs we incur, excluding start-up costs which are expensed as incurred. Capitalized precontract costs are included in Inventories, net of advances and progress billings, in the accompanying Consolidated Statements of Financial Position. Should future orders not materialize or we determine the costs are no longer probable of recovery, the capitalized costs would be written off.

Property, Plant And Equipment

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, including applicable construction-period interest, less accumulated depreciation and are depreciated principally over the following estimated useful lives: new buildings and land improvements, from 10 to 40 years; and new machinery and equipment, from 3 to 20 years. The principal methods of depreciation are as follows: buildings and land improvements, 150% declining balance; and machinery and equipment, sum-of-the-years’ digits. Capitalized internal use software is included in Other assets and amortized using the straight line method over 5 years. We periodically evaluate the appropriateness of remaining depreciable lives assigned to long-lived assets, including assets that may be subject to a management plan for disposition.

Long-lived assets held for sale are stated at the lower of cost or fair value less cost to sell. Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Asset Retirement Obligations

Asset Retirement Obligations

We record all known asset retirement obligations for which the liability’s fair value can be reasonably estimated, including certain asbestos removal, asset decommissioning and contractual lease restoration obligations. Recorded amounts are not material.

We also have known conditional asset retirement obligations, such as certain asbestos remediation and asset decommissioning activities to be performed in the future, that are not reasonably estimable due to insufficient information about the timing and method of settlement of the obligation. Accordingly, these obligations have not been recorded in the Consolidated Financial Statements. A liability for these obligations will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value. In addition, there may be conditional asset retirement obligations that we have not yet discovered (e.g. asbestos may exist in certain buildings but we have not become aware of it through the normal course of business), and therefore, these obligations also have not been included in the Consolidated Financial Statements.

Goodwill And Other Acquired Intangibles

Goodwill and Other Acquired Intangibles

Goodwill and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is April 1.

We test goodwill for impairment by performing a qualitative assessment or using a two-step impairment process. If we choose to perform a qualitative assessment and determine it is more likely than not that the carrying value of the net assets is more than the fair value of the related operations, the two-step impairment process is then performed; otherwise, no further testing is required. For operations where the two-step impairment process is used, we first compare the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment.

Indefinite-lived intangibles consist of brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment.

Our finite-lived acquired intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: developed technology, from 6 to 14 years; product know-how, from 5 to 30 years; customer base, from 5 to 19 years; distribution rights, from 3 to 30 years; and other, from 5 to 32 years. We evaluate the potential impairment of finite-lived acquired intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Investments

Investments

Time deposits are held-to-maturity investments that are carried at cost.

The equity method of accounting is used to account for investments for which we have the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of an investee of between 20% and 50%.

We classify investment income and loss on our Consolidated Statements of Operations based on whether the investment is operating or non-operating in nature. Operating investments align strategically and are integrated with our operations. Earnings from operating investments, including our share of income or loss from equity method investments, dividend income from certain cost method investments, and any impairments or gain/loss on the disposition of these investments, are recorded in Income from operating investments, net. Non-operating investments are those we hold for non-strategic purposes. Earnings from non-operating investments, including interest and dividends on marketable securities, and any impairments or gain/loss on the disposition of these investments are recorded in Other income/(expense), net.

Derivatives

Derivatives

All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent of holding them. We use derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For our cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in comprehensive income and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. We also hold certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, the changes in their fair value are also recorded in earnings immediately.

Aircraft Valuation

Aircraft Valuation

Used aircraft under trade-in commitments and aircraft under repurchase commitments In conjunction with signing a definitive agreement for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. Additionally, we have entered into contingent repurchase commitments with certain customers wherein we agree to repurchase the Sale Aircraft at a specified price, generally 10 to 15 years after delivery of the Sale Aircraft. Our repurchase of the Sale Aircraft is contingent upon a future, mutually acceptable agreement for the sale of additional new aircraft. If we execute an agreement for the sale of additional new aircraft, and if the customer exercises its right to sell the Sale Aircraft to us, a contingent repurchase commitment would become a trade-in commitment. Our historical experience is that contingent repurchase commitments infrequently become trade-in commitments.

Exposure related to trade-in commitments may take the form of:

(1) adjustments to revenue for the difference between the contractual trade-in price in the definitive agreement and our best estimate of the fair value of the trade-in aircraft as of the date of such agreement, which would be recognized upon delivery of the Sale Aircraft, and/or

(2) charges to cost of products for adverse changes in the fair value of trade-in aircraft that occur subsequent to signing of a definitive agreement for Sale Aircraft but prior to the purchase of the used trade-in aircraft. Estimates based on current aircraft values would be included in Accrued liabilities.

The fair value of trade-in aircraft is determined using aircraft-specific data such as model, age and condition, market conditions for specific aircraft and similar models, and multiple valuation sources. This process uses our assessment of the market for each trade-in aircraft, which in most instances begins years before the return of the aircraft. There are several possible markets in which we continually pursue opportunities to place used aircraft. These markets include, but are not limited to, the resale market, which could potentially include the cost of long-term storage; the leasing market, with the potential for refurbishment costs to meet the leasing customer’s requirements; or the scrap market. Trade-in aircraft valuation varies significantly depending on which market we determine is most likely for each aircraft. On a quarterly basis, we update our valuation analysis based on the actual activities associated with placing each aircraft into a market. This quarterly valuation process yields results that are typically lower than residual value estimates by independent sources and tends to more accurately reflect results upon the actual placement of the aircraft.

Used aircraft acquired by the Commercial Airplanes segment are included in Inventories at the lower of cost or market as it is our intent to sell these assets. To mitigate costs and enhance marketability, aircraft may be placed on operating lease. While on operating lease, the assets are included in Customer financing.

Customer financing Customer financing includes operating lease equipment, notes receivable, and sales-type/finance leases. Sales-type/finance leases are treated as receivables, and allowances for losses are established as necessary.

We assess the fair value of the assets we own, including equipment under operating leases, assets held for sale or re-lease, and collateral underlying receivables, to determine if their fair values are less than the related assets’ carrying values. Differences between carrying values and fair values of sales-type/finance leases and notes and other receivables, as determined by collateral value, are considered in determining the allowance for losses on receivables.

We use a median calculated from published collateral values from multiple third-party aircraft value publications based on the type and age of the aircraft to determine the fair value of aircraft. Under certain circumstances, we apply judgment based on the attributes 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 outside publications.

Impairment review for assets under operating leases and held for sale or re-lease We evaluate for impairment assets under operating lease or assets held for sale or re-lease when events or changes in circumstances indicate that the expected undiscounted cash flow from the asset may be less than the carrying value. We use various assumptions when determining the expected undiscounted cash flow, including our intentions for how long we will hold an asset subject to operating lease before it is sold, the expected future lease rates, lease terms, residual value of the asset, periods in which the asset may be held in preparation for a follow-on lease, maintenance costs, remarketing costs and the remaining economic life of the asset. We record assets held for sale at the lower of carrying value or fair value less costs to sell.

When we determine that impairment is indicated for an asset, the amount of impairment expense recorded is the excess of the carrying value over the fair value of the asset.

Allowance for losses on customer financing receivables We record the potential impairment of customer financing receivables in a valuation account, the balance of which is an accounting estimate of probable but unconfirmed losses. The allowance for losses on receivables relates to two components of receivables: (a) receivables that are evaluated individually for impairment and (b) all other receivables.

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms of the receivable agreement, without regard to any subsequent restructurings. Factors considered in assessing collectibility include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. We determine a specific impairment allowance based on the difference between the carrying value of the receivable and the estimated fair value of the related collateral we would expect to realize.

We review the adequacy of the allowance attributable to the remaining receivables (after excluding receivables subject to a specific impairment allowance) by assessing both the collateral exposure and the applicable cumulative default rate. Collateral exposure for a particular receivable is the excess of the carrying value of the receivable over the fair value of the related collateral. A receivable with an estimated fair value in excess of the carrying value is considered to have no collateral exposure. The applicable cumulative default rate is determined using two components: customer credit ratings and weighted average remaining contract term. Internally assigned credit ratings, our credit quality indicator, are determined for each customer in the portfolio. Those ratings are updated based upon public information and information obtained directly from our customers.

We have entered into agreements with certain customers that would entitle us to look beyond the specific collateral underlying the receivable for purposes of determining the collateral exposure as described above. Should the proceeds from the sale of the underlying collateral asset resulting from a default condition be insufficient to cover the carrying value of our receivable (creating a shortfall condition), these agreements would, for example, permit us to take the actions necessary to sell or retain certain other assets in which the customer has an equity interest and use the proceeds to cover the shortfall.

Each quarter we review customer credit ratings, published historical credit default rates for different rating categories, and multiple third-party aircraft value publications as a basis to validate the reasonableness of the allowance for losses on receivables. There can be no assurance that actual results will not differ from estimates or that the consideration of these factors in the future will not result in an increase or decrease to the allowance for losses on receivables.

Warranties

Warranties

In conjunction with certain product sales, we provide warranties that cover factors such as non-conformance to specifications and defects in material and design. The majority of our warranties are issued by our Commercial Airplanes segment. Generally, aircraft sales are accompanied by a three to four-year standard warranty for systems, accessories, equipment, parts, and software manufactured by us or manufactured to certain standards under our authorization. These warranties are included in the programs’ estimate at completion. On occasion we have made commitments beyond the standard warranty obligation to correct fleet-wide major issues of a particular model, resulting in additional accrued warranty expense. Warranties issued by our BDS segments principally relate to sales of military aircraft and weapons hardware and are included in the contract cost estimates. These sales are generally accompanied by a six to twelve-month warranty period and cover systems, accessories, equipment, parts, and software manufactured by us to certain contractual specifications. Estimated costs related to standard warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects the estimated number of months of warranty coverage outstanding for products delivered times the average of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. Estimated costs of these additional warranty issues are considered changes to the initial liability estimate.

We provide guarantees to certain commercial airplane customers which include compensation provisions for failure to meet specified aircraft performance targets. We account for these performance guarantees as warranties. The estimated liability for these warranties is based on known and anticipated operational characteristics and forecasted customer operation of the aircraft relative to contractually specified performance targets, and anticipated settlements when contractual remedies are not specified. Estimated payments are recorded as a reduction of revenue at delivery of the related aircraft. We have agreements that require certain suppliers to compensate us for amounts paid to customers for failure of supplied equipment to meet specified performance targets. Claims against suppliers under these agreements are included in Inventories and recorded as a reduction in Cost of products at delivery of the related aircraft. These performance warranties and claims against suppliers are included in the programs’ estimate at completion.

Supplier Penalties

Supplier Penalties

We record an accrual for supplier penalties when an event occurs that makes it probable that a supplier penalty will be incurred and the amount is reasonably estimable. Until an event occurs, we fully anticipate accepting all products procured under production-related contracts.

Guarantees

Guarantees

We record a liability in Accrued liabilities for the fair value of guarantees that are issued or modified after December 31, 2002. For a residual value guarantee where we received a cash premium, the liability is equal to the cash premium received at the guarantee’s inception. For credit guarantees, the liability is equal to the present value of the expected loss. We determine the expected loss by multiplying the creditor’s default rate by the guarantee amount reduced by the expected recovery, if applicable, for each future period the credit guarantee will be outstanding. If at inception of a guarantee, we determine there is a probable related contingent loss, we will recognize a liability for the greater of (a) the fair value of the guarantee as described above or (b) the probable contingent loss amount.

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Fair Value Measurements Fair Value, Assets Measured on Nonrecurring Basis Using Unobservable Inputs (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	$ (96)	$ (84)	$ (119)
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Total Fair Value	256	96
Nonrecurring fair value losses	(96)	(76)
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Operating Lease Equipment [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	(81)	(55)
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Property, Plant and Equipment [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Nonrecurring fair value losses	(15)	(21)
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Market Approach Valuation Technique [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Operating Lease Equipment, Fair Value	216	75
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Income Approach Valuation Technique [Member]
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis [Line Items]
Property, Plant, and Equipment, Fair Value	$ 40	$ 21

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Earnings Per Share (Schedule Of Weighted Average Number Of Shares Outstanding Excluded From The Computation Of Diluted Earnings Per Share) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted earnings	4.8	23.6	21.1
Performance Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from the computation of diluted earnings	4.2	4.9	1.5

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Liabilities, Commitments And Contingencies

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Liabilities, Commitments And Contingencies

Liabilities, Commitments and Contingencies

Accrued Liabilities

Accrued liabilities at December 31 consisted of the following:

	2013		2012
Accrued compensation and employee benefit costs		$6,158		$5,769
Environmental	649		710
Product warranties	1,570		1,572
Forward loss recognition	360		387
Dividends payable	542		367
Other	4,852		4,190
Total		$14,131		$12,995

Environmental

The following table summarizes environmental remediation activity during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$710			$758
Reductions for payments made	(120		)	(121		)
Changes in estimates	59			73
Ending balance – December 31		$649			$710

The liabilities recorded represent our best estimate or the low end of a range of reasonably possible costs expected to be incurred to remediate sites, including operation and maintenance over periods of up to 30 years. It is reasonably possible that we may incur charges that exceed these recorded amounts because of regulatory agency orders and directives, changes in laws and/or regulations, higher than expected costs and/or the discovery of new or additional contamination. As part of our estimating process, we develop a range of reasonably possible alternate scenarios which include 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 December 31, 2013 and 2012, the high end of the estimated range of reasonably possible remediation costs exceeded our recorded liabilities by $928 and $865.

Product Warranties

The following table summarizes product warranty activity recorded during the years ended December 31, 2013 and 2012.

	2013			2012
Beginning balance – January 1		$1,572			$1,046
Additions for current year deliveries	595			678
Reductions for payments made	(419		)	(315		)
Changes in estimates	(178		)	163
Ending balance - December 31		$1,570			$1,572

Commercial Aircraft Commitments

In conjunction with signing definitive agreements for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. The probability that trade-in commitments will be exercised is determined by using both quantitative information from valuation sources and qualitative information from other sources. The probability of exercise is assessed quarterly, or as events trigger a change, and takes into consideration the current economic and airline industry environments. Trade-in commitments, which 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 December 31, 2013 have expiration dates from 2014 through 2023. At December 31, 2013 and 2012, total contractual trade-in commitments were $1,605 and $1,535. As of December 31, 2013 and 2012, we estimated that it was probable we would be obligated to perform on certain of these commitments with net amounts payable to customers totaling $325 and $108 and the fair value of the related trade-in aircraft was $325 and $108.

Financing Commitments

Financing commitments related to aircraft on order, including options and those proposed in sales campaigns, totaled $17,987 and $18,083 as of December 31, 2013 and 2012. The estimated earliest potential funding dates for these commitments as of December 31, 2013 are as follows:

	Total
2014		$2,309
2015	2,914
2016	3,257
2017	3,026
2018	1,930
Thereafter	4,551
		$17,987

As of December 31, 2013 all of these financing commitments related to customers we believe have less than investment-grade credit. We have concluded that no reserve for future potential losses is required for these financing commitments based upon the terms, such as collateralization and interest rates, under which funding would be provided.

Standby Letters of Credit and Surety Bonds

We have entered into standby letters of credit and surety bonds with financial institutions primarily relating to the guarantee of our future performance on certain contracts. Contingent liabilities on outstanding letters of credit agreements and surety bonds aggregated approximately $4,376 and $4,545 as of December 31, 2013 and 2012.

Commitments to ULA

We and Lockheed Martin Corporation have each committed to provide ULA with up to $527 of additional capital contributions in the event ULA does not have sufficient funds to make a required payment to us under an inventory supply agreement. See Note 6.

C-17

In September 2013, we decided to end production of C-17 aircraft in 2015 and recorded charges of $92, primarily for pension curtailment costs. We plan to produce 20 C-17 aircraft in 2014 and 2015 before ending production. At December 31, 2013, our backlog included 6 international orders for C-17 aircraft that are scheduled for delivery through mid-2014 and we have active sales campaigns for the remaining 14 unsold aircraft. We are currently incurring costs and have made commitments to suppliers related to the unsold aircraft. We believe it is probable that we will recover costs related to the unsold aircraft from international customer orders. Should orders for the 14 unsold aircraft not materialize or should we decide to discontinue production of unsold aircraft, we could incur charges to write-down inventory and/or record termination liabilities. At December 31, 2013, we had approximately $430 of capitalized precontract costs and $420 of potential termination liabilities to suppliers associated with the unsold aircraft.

Company Owned Life Insurance

McDonnell Douglas Corporation insured its executives with Company Owned Life Insurance (COLI), which are life insurance policies with a cash surrender value. Although we do not use COLI currently, these obligations from the merger with McDonnell Douglas are still a commitment at this time. We have loans in place to cover costs paid or incurred to carry the underlying life insurance policies. As of December 31, 2013 and 2012, the cash surrender value was $451 and $423 and the total loans were $425 and $400. As we have the right to offset the loans against the cash surrender value of the policies, we present the net asset in Other assets on the Consolidated Statements of Financial Position as of December 31, 2013 and 2012.

United States Government Defense Environment Overview

U.S. government appropriation levels remain subject to significant uncertainty. In August 2011, the Budget Control Act (The Act) established limits on U.S. government discretionary spending, including a reduction of defense spending by approximately $490 billion between the 2012 and 2021 U.S. government fiscal years. The Act also provided that the defense budget would face “sequestration” cuts of up to an additional $500 billion during that same period to the extent that discretionary spending limits are exceeded. The impact of sequestration cuts was reduced with respect to FY2014 and FY2015 following the enactment of The Bipartisan Budget Act in December 2013. However, significant uncertainty remains with respect to overall levels of defense spending and it is likely that U.S. government discretionary spending levels will continue to be subject to significant pressure, including risk of future sequestration cuts.

In addition, there continues to be significant uncertainty with respect to program-level appropriations for the U.S. Department of Defense (U.S. DoD) and other government agencies (including the National Aeronautics and Space Administration) within the overall budgetary framework described above. While the FY2014 appropriations finalized in January 2014 included funding for Boeing’s major programs, uncertainty remains about how defense budgets in FY2015 and beyond will affect Boeing’s programs. Future budget cuts, including cuts mandated by sequestration, or future procurement decisions associated with the appropriations process could result in reductions, cancellations, and/or delays of existing contracts or programs. Any of these impacts could have a material effect on the results of the Company’s operations, financial position and/or cash flows.

In addition to the risks described above, if Congress is unable to pass appropriations bills in a timely manner, a government shutdown could result which could have impacts above and beyond those resulting from budget cuts or sequestration impacts. For example, requirements to furlough employees in the U.S. DoD or other government agencies could result in payment delays, impair our ability to perform work on existing contracts, and/or negatively impact future orders.

BDS Fixed-Price Development Contracts

Fixed-price development work is inherently uncertain and subject to significant variability in estimates of the cost and time required to complete the work. BDS fixed-price contracts with significant development work include Airborne Early Warning and Control, India P-8I, Saudi Arabia F-15, USAF KC-46A Tanker and commercial and military satellites. The operational and technical complexities of these contracts create financial risk, which could trigger termination provisions, order cancellations or other financially significant exposure. Changes to cost and revenue estimates could also result in lower margins or a material charge for reach-forward losses in 2014.

Recoverable Costs on Government Contracts

Our final incurred costs for each year are subject to audit and review for allowability by the U.S. government, which can result in payment demands related to costs they believe should be disallowed. We work with the U.S. government to assess the merits of claims and where appropriate reserve for amounts disputed. If we are unable to satisfactorily resolve disputed costs, we could be required to record an earnings charge and/or provide refunds to the U.S. government.

747 and 787 Commercial Airplane Programs

The development and initial production of new commercial airplanes and new commercial airplane derivatives, which include the 747 and 787, entail significant commitments to customers and suppliers as well as substantial investments in working capital, infrastructure and research and development. The 747 and 787 programs had gross margins that were breakeven or near breakeven during 2013.

Continued weakness in the air cargo market and lower-than-expected demand for large commercial passenger aircraft have resulted in pricing pressures and fewer 747 orders than anticipated. We continue to have a number of unsold 747 production positions. If market and production risks cannot be mitigated, the program could face a reach-forward loss that may be material.

The combination of production challenges, change incorporation, schedule delays and customer and supplier impacts has created significant pressure on 787 program profitability. If risks related to this program, including risks associated with planned production rate increases, or introducing the 787-9 and 787-10 derivatives as scheduled cannot be mitigated, the program could face additional customer claims and/or supplier assertions, as well as a reach-forward loss that may be material.

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Earnings Per Share (Policy)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share, Policy

Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.

Earnings Per Share Policy, Basic

Basic earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the basic weighted average common shares outstanding.

Earnings Per Share Policy, Diluted

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.

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Arrangements With Off-Balance Sheet Risk (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended																12 Months Ended
	Dec. 31, 2011	Jun. 30, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 ULA [Member]	Dec. 31, 2013 Contributed Delta Program Launch Inventory [Member]	Dec. 31, 2012 Contributed Delta Program Launch Inventory [Member]	Dec. 31, 2013 Indemnification Agreement [Member] satellites	Dec. 31, 2013 Indemnification Agreement [Member] Indemnification Payment [Member]	Dec. 31, 2013 Indemnification Agreement [Member] Boeing Portion Of Additional Contract Losses [Member]	Dec. 31, 2013 Other Delta Contracts [Member]	Dec. 31, 2012 Other Delta Contracts [Member]	Dec. 31, 2013 Other Delta Contracts [Member] Deferred support costs [Member]	Dec. 31, 2013 Deferred Support and Production Costs [Member]	Dec. 31, 2013 Other Indemnifications [Member]	Dec. 31, 2012 Other Indemnifications [Member]	Dec. 31, 2013 Credit Guarantees [Member]	Dec. 31, 2012 Credit Guarantees [Member]
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Delta launch program inventories included in contributed assets					$ 1,360
Delta launch program inventories subject to an inventory supply agreement					1,860
Contributed inventories consumed by ULA					1,233
Maximum Potential Payments						127	137				227	232	85		106	137	35	13
Inventory Supply Agreement Payments Received					1,380
Inventory Supply Agreement Revenue and Costs of Sales Recorded					1,049
Number of satellite missions								3
Maximum exposure to loss								278	261	17
Potentially Unrecoverable Costs Under Contracts	114	271
Loss contingency, estimate of possible loss														317
Carrying Amount of Liabilities											8	8			28	32	2	2
Guarantor Obligations, Term																	7
IRB asset, net of capital lease obligation			$ 690	$ 738

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Shareholders' Equity (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified			0 Months Ended	12 Months Ended	0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 29, 2007 2007 Program [Member]	Dec. 31, 2013 2007 Program [Member]	Dec. 16, 2013 2013 Program [Member]	Dec. 31, 2013 2013 Program [Member]
Equity, Class of Treasury Stock [Line Items]
Amount approved to repurchase, shares, maximum			$ 7,000		$ 10,000
Amount approved to repurchase, shares, remaining				$ 810		$ 10,000
Common stock, shares authorized	1,200,000,000	1,200,000,000
Preferred shares, authorized	20,000,000	20,000,000

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Debt

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt

Debt

On May 3, 2013, we issued $350 of fixed rate senior notes due May 15, 2018 (Fixed Rate Senior Notes) and $150 of floating rate senior notes due November 3, 2014 (Floating Rate Senior Notes). The Fixed Rate Senior Notes bear an annual interest rate of 0.95%, and may be redeemed at our option at any time for a redemption price equal to the full principal amount plus any accrued and unpaid interest and a make-whole premium. The Floating Rate Senior Notes bear an annual interest rate of three-month LIBOR plus one basis point, and are not redeemable prior to maturity. The notes are unsecured senior obligations and rank equally in right of payment with our existing and future unsecured and unsubordinated indebtedness. The net proceeds of the issuance totaling $494, after deducting underwriting discounts, commissions and offering expenses, were used to fund BCC.

Interest incurred, including amounts capitalized, was $548, $625 and $683 for the years ended December 31, 2013, 2012 and 2011, respectively. Interest expense recorded by BCC is reflected as a separate line item on our Consolidated Statements of Operations, and is included in Earnings from operations. Total Company interest payments were $551, $614 and $626 for the years ended December 31, 2013, 2012 and 2011, respectively.

We have $4,845 currently available under credit line agreements, of which $2,392 is a 364-day revolving credit facility expiring in November 2014 and $2,453 is a five-year credit facility, of which $2,393 expires in November 2018 and $60 in November 2017. The 364-day credit facility has a one-year term out option which allows us to extend the maturity of any borrowings one year beyond the aforementioned expiration date. We continue to be in full compliance with all covenants contained in our debt or credit facility agreements.

Short-term debt and current portion of long-term debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities		$1,370		$1,224
Non-recourse debt and notes	32		51
Capital lease obligations	68		96
Other notes	93		65
Total		$1,563		$1,436

Debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities
Variable rate: 3-month USD LIBOR plus 1 basis point due 2014		$150
0.95% - 5.00% due through 2023	4,832			$4,521
5.80% - 6.88% due through 2043	2,392		3,591
7.25% – 8.75% due through 2043	1,672		1,672
Non-recourse debt and notes
4.12% - 4.84% notes due through 2013			13
6.98% - 7.38% notes due through 2021	233		231
Capital lease obligations due through 2017	151		179
Other notes	205		202
Total debt		$9,635		$10,409

Total debt is attributable to:

	2013		2012
BCC		$2,577		$2,742
Other Boeing	7,058		7,667
Total debt		$9,635		$10,409

At December 31, 2013, $256 of debt (non-recourse debt and notes and capital lease obligations) was collateralized by customer financing assets totaling $404.

Scheduled principal payments for debt and minimum capital lease obligations for the next five years are as follows:

	2014		2015		2016		2017		2018
Scheduled principal payments		$1,562		$888		$1,075		$58		$638

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Income Taxes (Schedule Of Income Tax Expense/(Benefit)) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
U.S. federal	$ (82)	$ 657	$ (605)
Non-U.S.	76	52	93
U.S. state	11	19	(22)
Total Current Income Tax Expense (Benefit)	5	728	(534)
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
U.S. federal	1,531	1,209	1,856
Non-U.S.	41	(13)	(8)
U.S. state	69	83	68
Total deferred	1,641	1,279	1,916
Income Tax Expense (Benefit), Continuing Operations [Abstract]
Total income tax expense	$ 1,646	$ 2,007	$ 1,382

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Postretirement Plans (Schedule Of Amounts Recognized In Accumulated Other Comprehensive Loss) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	$ 15,460	$ 26,387
Prior service costs/(credits)	788	904
Total recognized in Accumulated other comprehensive loss	16,248	27,291
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss	561	1,651
Prior service costs/(credits)	(614)	(799)
Total recognized in Accumulated other comprehensive loss	$ (53)	$ 852

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Consolidated Statements Of Financial Position (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Other assets, accumulated amortization	$ 448	$ 504
Common stock, par value	$ 5.00	$ 5.00
Common stock, shares authorized	1,200,000,000	1,200,000,000
Common stock, shares issued	1,012,261,159	1,012,261,159

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Consolidated Statements Of Operations (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
Net (loss)/gain on disposal of discontinued operations, taxes	$ 0	$ 2	$ (4)

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Inventories

12 Months Ended

Dec. 31, 2013

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories at December 31 consisted of the following:

	2013			2012
Long-term contracts in progress		$12,608			$15,130
Commercial aircraft programs	48,065			40,389
Commercial spare parts, used aircraft, general stock materials and other	7,793			7,206
Inventory before advances and progress billings	68,466			62,725
Less advances and progress billings	(25,554		)	(24,974		)
Total		$42,912			$37,751

Long-Term Contracts in Progress

Long-term contracts in progress includes Delta launch program inventory that is being sold at cost to United Launch Alliance (ULA) under an inventory supply agreement that terminates on March 31, 2021. At December 31, 2013 and 2012, the inventory balance, net of advances, was $425 and $725. At December 31, 2013, $346 of this inventory related to unsold launches. See Note 12.

Inventory balances included $0 and $237 subject to claims or other uncertainties relating to the A-12 program at December 31, 2013 and 2012. See Note 20.

Capitalized precontract costs of $520 and $238 at December 31, 2013 and 2012, are included in inventories.

Commercial Aircraft Programs

At December 31, 2013 and 2012, commercial aircraft programs inventory included the following amounts related to the 787 program: $27,576 and $21,289 of work in process (including deferred production costs of $21,620 and $15,929), $2,189 and $1,908 of supplier advances, and $3,377 and $2,339 of unamortized tooling and other non-recurring costs. AtDecember 31, 2013, $16,882 of 787 deferred production costs, unamortized tooling and other non-recurring costs are expected to be recovered from units included in the program accounting quantity that have firm orders and $8,115 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

At December 31, 2013 and 2012, commercial aircraft programs inventory included the following amounts related to the 747 program: $1,554 and $1,292 of deferred production costs, net of previously recorded reach-forward losses, and $563 and $683 of unamortized tooling costs. At December 31, 2013, $1,163 of 747 deferred production costs and unamortized tooling are expected to be recovered from units included in the program accounting quantity that have firm orders and $954 is expected to be recovered from units included in the program accounting quantity that represent expected future orders.

Commercial aircraft programs inventory included amounts credited in cash or other consideration (early issue sales consideration) to airline customers totaling $3,465 and $2,989 at December 31, 2013 and 2012.

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Debt (Scheduled Principal Payments For Debt And Capital Lease Obligations) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Debt Disclosure [Abstract]
2014	$ 1,562
2015	888
2016	1,075
2017	58
2018	$ 638

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Liabilities, Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified			3 Months Ended														12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 C-17 Program [Member] aircraft	Dec. 31, 2013 C-17 Program [Member] Capitalized Precontract Costs [Member]	Dec. 31, 2013 C-17 Program [Member] Potential Termination Liabilities [Member]	Dec. 31, 2013 C-17 Program [Member] International [Member] aircraft	Dec. 31, 2013 Commercial Aircraft Commitments [Member] Total Contractual Trade In Value Maximum [Member]	Dec. 31, 2012 Commercial Aircraft Commitments [Member] Total Contractual Trade In Value Maximum [Member]	Dec. 31, 2013 Commercial Aircraft Commitments [Member] Net amounts payable to customers related to probable contractual trade-in commitments [Member]	Dec. 31, 2012 Commercial Aircraft Commitments [Member] Net amounts payable to customers related to probable contractual trade-in commitments [Member]	Dec. 31, 2013 Commercial Aircraft Commitments [Member] Probable Contractual Trade In Value [Member]	Dec. 31, 2012 Commercial Aircraft Commitments [Member] Probable Contractual Trade In Value [Member]	Dec. 31, 2013 Financing Commitment [Member]	Dec. 31, 2012 Financing Commitment [Member]	Dec. 31, 2013 Financing Commitment [Member] Credit Rating, Non Investment Grade [Member]	Dec. 31, 2013 ULA Additional Capital Commitment [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 Maximum [Member]
Liabilities Commitments And Contingencies [Line Items]
Amount by which estimated range of reasonably possible remediation costs exceeded recorded liabilities	$ 928	$ 865
Trade-In Commitment Expiration Date																	2014	2023
Other Commitment							1,605	1,535	325	108	325	108	17,987	18,083	17,987	527
Contingent liabilities on outstanding letters of credit agreements and surety bonds	4,376	4,545
Pension curtailment charges/costs			92
Planned Aircraft Production, Units			20
Number Of Aircraft Included Within Backlog						6
Number Unsold Aircraft			14
Loss contingency, estimate of possible loss				430	420
Cash surrender value of life insurance policies	451	423
Total value of loans against underlying life insurance policies	$ 425	$ 400

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Investments (Schedule Of Ownership Percentages And Balances Of Equity Method Investments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 1,164	[1]	$ 1,137	[1]
Defense, Space & Security [Member] | Network & Space Systems [Member] | United Launch Alliance [Member]
Schedule of Equity Method Investments [Line Items]
Ownership Percentages	50.00%
Equity method investments	970		946
Commercial Airplanes, Network & Space Systems, and Global Services & Support [Member] | Other [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 194		$ 191

[1] Dividends received were $226 and $341 during 2013 and 2012. Retained earnings at December 31, 2013 include undistributed earnings from our equity method investments of $144.

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Share-Based Compensation And Other Compensation Arrangements (Schedule Of Stock Unit Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Weighted average remaining contractual life (in years)	6 years 9 months 23 days
Incentive Program Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of units, Outstanding at beginning of year	3,897,449
Number of units, Granted	1,398,286
Number of units, Dividends	72,405
Number of units, Forfeited	(201,030)
Number of units, Distributed	(1,444,793)
Number of units, Outstanding at end of year	3,722,317
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Unrecognized compensation cost	$ 104
Weighted average remaining contractual life (in years)	1 year 10 months
Other Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number of units, Outstanding at beginning of year	1,251,189
Number of units, Granted	225,815
Number of units, Dividends	21,573
Number of units, Forfeited	(15,614)
Number of units, Distributed	(350,033)
Number of units, Outstanding at end of year	1,132,930
Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]
Unrecognized compensation cost	$ 28
Weighted average remaining contractual life (in years)	2 years 2 months

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Fair Value Measurements Fair Value, Assets Measured On Nonrecurring Basis, Valuation Techniques (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Aircraft Value Publications [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Median	$ 189
Aircraft Value Publications [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Range	155	[1]
Aircraft Value Publications [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Range	206	[1]
Aircraft Condition Adjustments [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Net	27
Aircraft Condition Adjustments [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Range	(18)	[2]
Aircraft Condition Adjustments [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Equipment under operating leases & Assets held for sale or re-lease, Range	45	[2]
Fair Value Measurements Nonrecurring [Member] | Level 3 [Member] | Market Approach Valuation Technique [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis, Valuation Techniques [Line Items]
Operating Lease Equipment, Fair Value	$ 216		$ 75

[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.

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Share-Based Compensation And Other Compensation Arrangements (Schedule Of Share-Based Plans Expense And Related Income Tax Benefit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based plans expense	$ 206	$ 193	$ 186
Income tax benefit	76	75	73
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based plans expense	93	85	88
Restricted Stock Units and Other Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based plans expense	$ 113	$ 108	$ 98

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Document And Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Feb. 07, 2014	Jun. 30, 2013
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Registrant Name	BOEING CO
Entity Central Index Key	0000012927
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	Yes
Entity Common Stock, Shares Outstanding		743,404,506
Entity Public Float			$ 77.2

XML

Shareholders' Equity (Accumulated other comprehensive income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Balance	$ (17,416)	[1]	$ (16,500)	[1]	$ (13,758)	[1]
OCI before reclassifications	5,954	[1]	(2,248)	[1]	(3,771)	[1]
Amounts reclassified from AOCI	1,568	[1]	1,332	[1]	1,029	[1]
Net current period OCI	7,522	[1]	(916)	[1]	(2,742)	[1]
Balance	(9,894)	[1]	(17,416)	[1]	(16,500)	[1]
Defined benefit pension plans & other postretirement benefits:
Amortization of actuarial losses included in net periodic pension cost, net of tax	1,516		1,304		909
Amortization of actuarial losses included in net periodic pension cost, tax	(849)		(752)		(523)
Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Balance	214		197		232
OCI before reclassifications	(64)		17		(35)
Amounts reclassified from AOCI
Net current period OCI	(64)		17		(35)
Balance	150		214		197
Unrealized Gains and Losses on Certain Investments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Balance					(6)
OCI before reclassifications					(2)
Net current period OCI					(2)
Balance	(8)		(8)		(8)
Unrealized Gains and Losses on Derivative Instruments
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Balance	86		66		95
OCI before reclassifications	(75)		25		(13)
Amounts reclassified from AOCI	(17)		(5)		(16)
Net current period OCI	(92)		20		(29)
Balance	(6)		86		66
Defined Benefit Pension Plans and Other Postretirement Benefits
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Balance	(17,708)		(16,755)		(14,079)
OCI before reclassifications	6,093		(2,290)		(3,721)
Amounts reclassified from AOCI	1,585	[2]	1,337	[2]	1,045	[2]
Net current period OCI	7,678		(953)		(2,676)
Balance	$ (10,030)		$ (17,708)		$ (16,755)

[1] Net of tax.

[2] Primarily relates to amortization of actuarial gains/losses for the years ended December 31, 2013 2012 and 2011 totaling $1,516, $1,304 and $909 (net of tax of ($849), ($752) and ($523)) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note 14.

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Customer Financing

12 Months Ended

Dec. 31, 2013

Customer Financing [Abstract]

Customer Financing

Customer Financing

Customer financing primarily relates to the Boeing Capital (BCC) segment and consisted of the following at December 31:

	2013			2012
Financing receivables:
Investment in sales-type/finance leases		$1,699			$1,850
Notes	587			592
Operating lease equipment, at cost, less accumulated depreciation of $564 and $628	1,734			2,038
Gross customer financing	4,020			4,480
Less allowance for losses on receivables	(49		)	(60		)
Total		$3,971			$4,420

The components of investment in sales-type/finance leases at December 31 were as follows:

	2013			2012
Minimum lease payments receivable		$1,731			$1,987
Estimated residual value of leased assets	543			544
Unearned income	(575		)	(681		)
Total		$1,699			$1,850

Operating lease equipment primarily includes large commercial jet aircraft and regional jet aircraft. At December 31, 2013 and 2012, operating lease equipment included $83 and $354 of BCC equipment available for sale or re-lease. At December 31, 2013 and 2012, we had firm lease commitments for $57 and $266 of this equipment.

Financing receivable balances evaluated for impairment at December 31 were as follows:

	2013		2012
Individually evaluated for impairment		$95		$616
Collectively evaluated for impairment	2,191		1,826
Total financing receivables		$2,286		$2,442

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms. At December 31, 2013 and 2012, we individually evaluated for impairment customer financing receivables of $95 and $616. We determined that none of these were impaired at December 31, 2013 and $446 were impaired at December 31, 2012. We recorded no allowance for losses on these receivables as the collateral values exceed the carrying values of the receivables.

The average recorded investment in impaired financing receivables for the years ended December 31, 2013, 2012 and 2011, was $376, $466 and $517, respectively. Income recognition is generally suspended for financing receivables at the date full recovery of income and principal becomes not probable. Income is recognized when financing receivables become contractually current and performance is demonstrated by the customer. Interest income recognized on such receivables was $30, $6 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, we had no material receivables that were greater than 30 days past due.

The change in the allowance for losses on financing receivables for the years ended December 31, 2013, 2012 and 2011, consisted of the following:

	2013			2012			2011
Beginning balance - January 1		($60	)		($70	)		($353	)
Customer financing valuation benefit	11			10			269
Write-offs							14
Ending balance - December 31		($49	)		($60	)		($70	)
Collectively evaluated for impairment		($49	)		($60	)		($70	)

The adequacy of the allowance for losses is assessed quarterly. Three primary factors influencing the level of our allowance for losses on customer financing receivables are customer credit ratings, default rates and collateral values. We assign internal credit ratings for all customers and determine the creditworthiness of each customer based upon publicly available information and information obtained directly from our customers. Our rating categories are comparable to those used by the major credit rating agencies. The customer financing valuation benefit recorded in 2011 was primarily driven by changes in the internal credit rating categories assigned to our receivable balances from AirTran Holdings, LLC.

Our financing receivable balances at December 31 by internal credit rating category are shown below:

Rating categories	2013		2012
BBB		$1,091		$1,201
BB	58		63
B	585		51
CCC	457		511
D			524
Other	95		92
Total carrying value of financing receivables		$2,286		$2,442

At December 31, 2013, our allowance primarily related to receivables with ratings of CCC and we applied default rates that averaged 46% to the exposure associated with those receivables.

In 2011, American Airlines, Inc. (American Airlines) filed for Chapter 11 bankruptcy protection. On December 9, 2013, American Airlines emerged from bankruptcy. Upon emergence from bankruptcy, the parent of American Airlines merged with US Airways Group, Inc., the parent of US Airways, to form American Airlines Group Inc., and American Airlines assumed all of the BCC financing agreements and underlying leases.

Customer Financing Exposure Customer financing is collateralized by security in the related asset. The value of the collateral is closely tied to commercial airline performance and overall market conditions and may be subject to reduced valuation with market decline. Declines in collateral values are also a significant driver of our allowance for losses. Generally, out-of-production aircraft have experienced greater collateral value declines than in-production aircraft. Our customer financing portfolio is primarily collateralized by out-of-production aircraft. The majority of customer financing carrying values are concentrated in the following aircraft models:

	2013		2012
717 Aircraft ($444 and $465 accounted for as operating leases)(1)		$1,674		$1,781
757 Aircraft ($402 and $454 accounted for as operating leases)(1)	453		561
MD-80 Aircraft (Accounted for as sales-type finance leases)(1)	411		446
747 Aircraft ($183 and $221 accounted for as operating leases)	286		221
787 Aircraft (Accounted for as operating leases)	273		286
MD-11 Aircraft (Accounted for as operating leases)(1)	220		269
737 Aircraft ($138 and $193 accounted for as operating leases)	210		316
767 Aircraft ($60 and $63 accounted for as operating leases)	207		223

⁽¹⁾  Out-of-production aircraft

Charges related to customer financing asset impairment for the years ended December 31 were as follows:

	2013		2012			2011
Boeing Capital		$67		$73			$109
Other Boeing	14		(15		)	(36		)
Total		$81		$58			$73

Scheduled receipts on customer financing are as follows:

Year	2014		2015		2016		2017		2018		Beyond 2018
Principal payments on notes receivable		$216		$131		$41		$42		$45		$112
Sales-type/finance lease payments receivable	243		234		230		206		195		623
Operating lease equipment payments receivable	464		181		114		71		52		77

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Customer Financing (Components Of Investment In Sales-Type Or Finance Leases) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Customer Financing [Abstract]
Minimum lease payments receivable	$ 1,731	$ 1,987
Estimated residual value of leased assets	543	544
Unearned income	(575)	(681)
Total	$ 1,699	$ 1,850

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Investments (Schedule Of Investments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Investments Schedule [Abstract]
Time deposits	$ 6,090		$ 3,135
Pledged money market funds	46	[1]	56	[1]
Available-for-sale investments	8		9
Equity method investments	1,164	[2]	1,137	[2]
Restricted cash	33	[3]	25	[3]
Other investments	33		35
Total	7,374		4,397
Equity Method Investments and Joint Ventures [Abstract]
Dividends received from equity method investments	226		341
Undistributed earnings from equity method investments	$ 144

[1] Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.

[2] Dividends received were $226 and $341 during 2013 and 2012. Retained earnings at December 31, 2013 include undistributed earnings from our equity method investments of $144.

[3] Restricted to pay certain claims related to workers’ compensation and life insurance premiums for certain employees.

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Net earnings	$ 4,585	$ 3,900	$ 4,018
Currency translation adjustments	(64)	17	(35)
Unrealized loss on certain investments, net of tax of $0, $0 and $1			(2)
Unrealized (loss)/gain on derivative instruments:
Unrealized (loss)/gain arising during period, net of tax of $42, ($13) and $7	(75)	25	(13)
Reclassification adjustment for gains included in net earnings, net of tax of $9, $3 and $9	(17)	(5)	(16)
Total unrealized (loss)/gain on derivative instruments, net of tax	(92)	20	(29)
Defined benefit pension plans & other postretirement benefits:
Prior service (cost)/benefit arising during the period, net of tax of $41, $9 and ($195)	(74)	(16)	338
Amortization of prior service cost included in net periodic pension cost, net of tax of ($6), ($10) and ($54)	10	18	94
Net actuarial gain/(loss) arising during the period, net of tax of ($3,437), $1,382 and $2,297	6,143	(2,401)	(3,993)
Amortization of actuarial losses included in net periodic pension cost, net of tax of ($849), ($752) and ($523)	1,516	1,304	909
Settlements and curtailments included in net income, net of tax of ($33), ($9) and ($25)	59	15	42
Pension and postretirement benefit/(cost) related to our equity method investments, net of tax ($13), ($74) and $38	24	127	(66)
Total defined benefit pension plans & other postretirement benefits, net of tax	7,678	(953)	(2,676)
Other comprehensive income/(loss), net of tax	7,522	(916)	(2,742)
Comprehensive income/(loss) related to non-controlling interest	9	3	(1)
Comprehensive income, net of tax	$ 12,116	$ 2,987	$ 1,275

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements included in this report have been prepared by management of The Boeing Company (herein referred to as “Boeing,” the “Company,” “we,” “us,” or “our”). These statements include the accounts of all majority-owned subsidiaries and variable interest entities that are required to be consolidated. All significant intercompany accounts and transactions have been eliminated. Amounts reported in prior periods as Interest and debt expense have been reclassified to Boeing Capital interest expense to conform to the current year presentation.

Use of Estimates

Management makes assumptions and estimates to prepare financial statements in conformity with accounting principles generally accepted in the United States of America. Those assumptions and estimates directly affect the amounts reported in the Consolidated Financial Statements. Significant estimates for which changes in the near term are considered reasonably possible and that may have a material impact on the financial statements are disclosed in these Notes to the Consolidated Financial Statements.

Operating Cycle

For classification of certain current assets and liabilities, we use the duration of the related contract or program as our operating cycle, which is generally longer than one year.

Revenue and Related Cost Recognition

Contract Accounting Contract accounting is used for development and production activities predominantly by Defense, Space & Security (BDS). The majority of business conducted by BDS is performed under contracts with the U.S. government and other customers that extend over several years. Contract accounting involves a judgmental process of estimating total sales and costs for each contract resulting in the development of estimated cost of sales percentages. For each contract, the amount reported as cost of sales is determined by applying the estimated cost of sales percentage to the amount of revenue recognized. When the current estimates of total sales and costs for a contract indicate a loss, a provision for the entire loss on the contract is recognized.

Changes in estimated revenues, cost of sales and the related effect on operating income are recognized using a cumulative catch-up adjustment which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a contract’s percent complete. In 2013, 2012 and 2011 net favorable cumulative catch-up adjustments increased Earnings from operations by $242, $379 and $229, respectively and diluted EPS by $0.23, $0.33 and $0.23, respectively.

We combine contracts for accounting purposes when they are negotiated as a package with an overall profit margin objective. These essentially represent an agreement to do a single project for a single customer, involve interrelated construction activities with substantial common costs, and are performed concurrently or sequentially. When a group of contracts is combined, revenue and profit are earned uniformly over the performance of the combined contracts. Similarly, we may segment a single contract or group of contracts when a clear economic decision has been made during contract negotiations that would produce different rates of profitability for each element or phase of the contract.

Sales related to fixed-price contracts are recognized as deliveries are made, except for certain fixed-price contracts that require substantial performance over an extended period before deliveries begin, for which sales are recorded based on the attainment of performance milestones. Sales related to contracts in which we are reimbursed for costs incurred plus an agreed upon profit are recorded as costs are incurred. The Federal Acquisition Regulations provide guidance on the types of cost that will be reimbursed in establishing contract price. Contracts may contain provisions to earn incentive and award fees if specified targets are achieved. Incentive and award fees that can be reasonably estimated and are probable are recorded over the performance period of the contract. Incentive and award fees that cannot be reasonably estimated are recorded when awarded.

Program Accounting Our Commercial Airplanes segment predominantly uses program accounting to account for cost of sales related to its programs. Program accounting is applicable to products manufactured for delivery under production-type contracts where profitability is realized over multiple contracts and years. Under program accounting, inventoriable production costs, program tooling and other non-recurring costs, and warranty costs are accumulated and charged to cost of sales by program instead of by individual units or contracts. A program consists of the estimated number of units (accounting quantity) of a product to be produced in a continuing, long-term production effort for delivery under existing and anticipated contracts. The determination of the accounting quantity is limited by the ability to make reasonably dependable estimates of the revenue and cost of existing and anticipated contracts. To establish the relationship of sales to cost of sales, program accounting requires estimates of (a) the number of units to be produced and sold in a program, (b) the period over which the units can reasonably be expected to be produced, and (c) the units’ expected sales prices, production costs, program tooling and other non-recurring costs, and routine warranty costs for the total program.

We recognize sales for commercial airplane deliveries as each unit is completed and accepted by the customer. Sales recognized represent the price negotiated with the customer, adjusted by an escalation formula as specified in the customer agreement. The amount reported as cost of sales is determined by applying the estimated cost of sales percentage for the total remaining program to the amount of sales recognized for airplanes delivered and accepted by the customer. Changes in estimated revenues, cost of sales and the related effects on program margins are recognized prospectively except in cases where the program is determined to have a reach-forward loss in which case the loss is recognized in the current period. See Note 11.

Concession Sharing Arrangements We account for sales concessions to our customers in consideration of their purchase of products and services as a reduction to revenue when the related products and services are delivered. The sales concessions incurred may be partially reimbursed by certain suppliers in accordance with concession sharing arrangements. We record these reimbursements, which are presumed to represent reductions in the price of the vendor’s products or services, as a reduction in Cost of products.

Spare Parts Revenue We recognize sales of spare parts upon delivery and the amount reported as cost of sales is recorded at average cost.

Service Revenue Service revenue is recognized when the service is performed with the exception of U.S. government service agreements, which are accounted for using contract accounting. Service activities primarily include: support agreements associated with military aircraft and helicopter contracts, ongoing maintenance of International Space Station, and technical and flight operation services for commercial aircraft. Service revenue and associated cost of sales from pay-in-advance subscription fees are deferred and recognized as services are rendered.

Financial Services Revenue We record financial services revenue associated with sales-type/finance leases, operating leases, and notes receivable.

Lease and financing revenue arrangements are included in Sales of services on the Consolidated Statements of Operations. For sales-type/finance leases, we record an asset at lease inception. This asset is recorded at the aggregate future minimum lease payments, estimated residual value of the leased equipment, and deferred incremental direct costs less unearned income. Income is recognized over the life of the lease to approximate a level rate of return on the net investment. Residual values, which are reviewed periodically, represent the estimated amount we expect to receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these estimates. Declines in estimated residual value that are deemed other-than-temporary are recognized in the period in which the declines occur.

For operating leases, revenue on leased aircraft and equipment is recorded on a straight-line basis over the term of the lease. Operating lease assets, included in Customer financing, are recorded at cost and depreciated over the period that we project we will hold the asset to an estimated residual value, using the straight-line method. We periodically review our estimates of residual value and recognize forecasted changes by prospectively adjusting depreciation expense.

For notes receivable, notes are recorded net of any unamortized discounts and deferred incremental direct costs. Interest income and amortization of any discounts are recorded ratably over the related term of the note.

Reinsurance Revenue Our wholly-owned insurance subsidiary, Astro Ltd., participates in a reinsurance pool for workers’ compensation. The member agreements and practices of the reinsurance pool minimize any participating members’ individual risk. Reinsurance revenues were $160, $129 and $144 during 2013, 2012 and 2011, respectively. Reinsurance costs related to premiums and claims paid to the reinsurance pool were $147, $128 and $142 during 2013, 2012 and 2011, respectively. Revenues and costs are presented net in Cost of services in the Consolidated Statements of Operations.

Fleet Support

We provide assistance and services to facilitate efficient and safe aircraft operation to the operators of all our commercial airplane models. Collectively known as fleet support services, these activities and services include flight and maintenance training, field service support, engineering services, and technical data and documents. Fleet support activity begins prior to aircraft delivery as the customer receives training, manuals, and technical consulting support. This activity continues throughout the aircraft’s operational life. Services provided after delivery include field service support, consulting on maintenance, repair, and operational issues brought forth by the customer or regulators, updating manuals and engineering data, and the issuance of service bulletins that impact the entire model’s fleet. Field service support involves our personnel located at customer facilities providing and coordinating fleet support activities and requests. The costs for fleet support are expensed as incurred as Cost of services.

Research and Development

Research and development includes costs incurred for experimentation, design, and testing, as well as bid and proposal efforts related to government products and services which are expensed as incurred unless the costs are related to certain contractual arrangements with customers. Costs that are incurred pursuant to such contractual arrangements are recorded over the period that revenue is recognized, consistent with our contract accounting policy. We have certain research and development arrangements that meet the requirement for best efforts research and development accounting. Accordingly, the amounts funded by the customer are recognized as an offset to our research and development expense rather than as contract revenues. Research and development expense included bid and proposal costs of $285, $326 and $332 in 2013, 2012 and 2011, respectively.

We have established cost sharing arrangements with some suppliers for the 787 program. Our cost sharing arrangements state that the supplier contributions are for reimbursements of costs we incur for experimentation, basic design, and testing activities during the 787 development. In each arrangement, we retain substantial rights to the 787 part or component covered by the arrangement. The amounts received from these cost sharing arrangements are recorded as a reduction to research and development expenses since we have no obligation to refund any amounts received per the arrangements regardless of the outcome of the development efforts. Specifically, under the terms of each agreement, payments received from suppliers for their share of the costs are typically based on milestones and are recognized as earned when we achieve the milestone events and no ongoing obligation on our part exists. In the event we receive a milestone payment prior to the completion of the milestone, the amount is classified in Accrued liabilities until earned.

Share-Based Compensation

We provide various forms of share-based compensation to our employees. For awards settled in shares, we measure compensation expense based on the grant-date fair value net of estimated forfeitures. For awards settled in cash, or that may be settled in cash, we measure compensation expense based on the fair value at each reporting date net of estimated forfeitures. The expense is recognized over the requisite service period, which is generally the vesting period of the award.

Income Taxes

Provisions for federal, state, and non-U.S. income taxes are calculated on reported Earnings before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions.

The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. We record a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that our assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. Tax-related interest and penalties are classified as a component of Income tax expense.

Postretirement Plans

The majority of our employees are earning benefits under defined benefit pension plans. All nonunion and some union employees hired after December 31, 2008 are not covered by defined benefit plans. We also provide postretirement benefit plans other than pensions, consisting principally of health care coverage to eligible retirees and qualifying dependents. Benefits under the pension and other postretirement benefit plans are generally based on age at retirement and years of service and, for some pension plans, benefits are also based on the employee’s annual earnings. The net periodic cost of our pension and other postretirement plans is determined using the projected unit credit method and several actuarial assumptions, the most significant of which are the discount rate, the long-term rate of asset return, and medical trend (rate of growth for medical costs). A portion of net periodic pension and other postretirement income or expense is not recognized in net earnings in the year incurred because it is allocated to production as product costs, and reflected in inventory at the end of a reporting period. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected in Shareholders’ equity (net of taxes). If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities we amortize them over the average future service period of employees. The funded status of our pension and postretirement plans is reflected on the Consolidated Statements of Financial Position.

Postemployment Plans

We record a liability for postemployment benefits, such as severance or job training, when payment is probable, the amount is reasonably estimable, and the obligation relates to rights that have vested or accumulated.

Environmental Remediation

We are subject to federal and state requirements for protection of the environment, including those for discharge of hazardous materials and remediation of contaminated sites. We routinely assess, based on in-depth studies, expert analyses and legal reviews, our contingencies, obligations, and commitments for remediation of contaminated sites, including assessments of ranges and probabilities of recoveries from other responsible parties and/or insurance carriers. Our policy is to accrue and charge to current expense identified exposures related to environmental remediation sites when it is probable that a liability has been incurred and the amount can be reasonably estimated. The amount of the liability is based on our best estimate or the low end of a range of reasonably possible exposure for investigation, cleanup, and monitoring costs to be incurred. Estimated remediation costs are not discounted to present value as the timing of payments cannot be reasonably estimated. We may be able to recover a portion of the remediation costs from insurers or other third parties. Such recoveries are recorded when realization of the claim for recovery is deemed probable.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid instruments, such as commercial paper, time deposits, and other money market instruments, which have original maturities of three months or less. We aggregate our cash balances by bank where conditions for right of set-off are met, and reclassify any negative balances, consisting mainly of uncleared checks, to Accounts payable. Negative balances reclassified to Accounts payable were $108 and $159 at December 31, 2013 and 2012.

Inventories

Inventoried costs on commercial aircraft programs and long-term contracts include direct engineering, production and tooling and other non-recurring costs, and applicable overhead, which includes fringe benefits, production related indirect and plant management salaries and plant services, not in excess of estimated net realizable value. To the extent a material amount of such costs are related to an abnormal event or are fixed costs not appropriately attributable to our programs or contracts, they are expensed in the current period rather than inventoried. Inventoried costs include amounts relating to programs and contracts with long-term production cycles, a portion of which is not expected to be realized within one year. Included in inventory for federal government contracts is an allocation of allowable costs related to manufacturing process reengineering.

Commercial aircraft programs inventory includes deferred production costs and supplier advances. Deferred production costs represent actual costs incurred for production of early units that exceed the estimated average cost of all units in the program accounting quantity. Higher production costs are experienced at the beginning of a new or derivative airplane program. Units produced early in a program require substantially more effort (labor and other resources) than units produced later in a program because of volume efficiencies and the effects of learning. We expect that these deferred costs will be fully recovered when all units included in the accounting quantity are delivered as the expected unit cost for later deliveries is below the estimated average cost of all units in the program. Supplier advances represent payments for parts we have contracted to receive from suppliers in the future. As parts are received, supplier advances are amortized to work in process.

The determination of net realizable value of long-term contract costs is based upon quarterly reviews that estimate costs to be incurred to complete all contract requirements. When actual contract costs and the estimate to complete exceed total estimated contract revenues, a loss provision is recorded. The determination of net realizable value of commercial aircraft program costs is based upon quarterly program reviews that estimate revenue and cost to be incurred to complete the program accounting quantity. When estimated costs to complete exceed estimated program revenues to go, a program loss provision is recorded in the current period for the estimated loss on all undelivered units in the accounting quantity.

Used aircraft purchased by the Commercial Airplanes segment and general stock materials are stated at cost not in excess of net realizable value. See ‘Aircraft Valuation’ within this Note for a discussion of our valuation of used aircraft. Spare parts inventory is stated at lower of average unit cost or market. We review our commercial spare parts and general stock materials quarterly to identify impaired inventory, including excess or obsolete inventory, based on historical sales trends, expected production usage, and the size and age of the aircraft fleet using the part. Impaired inventories are charged to Cost of products in the period the impairment occurs.

Included in inventory for commercial aircraft programs are amounts paid or credited in cash, or other consideration to certain airline customers, that are referred to as early issue sales consideration. Early issue sales consideration is recognized as a reduction to revenue when the delivery of the aircraft under contract occurs. If an airline customer does not perform and take delivery of the contracted aircraft, we believe that we would have the ability to recover amounts paid. However, to the extent early issue sales consideration exceeds advances and is not considered to be otherwise recoverable, it would be written off in the current period.

We net advances and progress billings on long-term contracts against inventory in the Consolidated Statements of Financial Position. Advances and progress billings in excess of related inventory are reported in Advances and billings in excess of related costs.

Precontract Costs

We may, from time to time, incur costs in excess of the amounts required for existing contracts. If we determine the costs are probable of recovery from future orders, then we capitalize the precontract costs we incur, excluding start-up costs which are expensed as incurred. Capitalized precontract costs are included in Inventories, net of advances and progress billings, in the accompanying Consolidated Statements of Financial Position. Should future orders not materialize or we determine the costs are no longer probable of recovery, the capitalized costs would be written off.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, including applicable construction-period interest, less accumulated depreciation and are depreciated principally over the following estimated useful lives: new buildings and land improvements, from 10 to 40 years; and new machinery and equipment, from 3 to 20 years. The principal methods of depreciation are as follows: buildings and land improvements, 150% declining balance; and machinery and equipment, sum-of-the-years’ digits. Capitalized internal use software is included in Other assets and amortized using the straight line method over 5 years. We periodically evaluate the appropriateness of remaining depreciable lives assigned to long-lived assets, including assets that may be subject to a management plan for disposition.

Long-lived assets held for sale are stated at the lower of cost or fair value less cost to sell. Long-lived assets held for use are subject to an impairment assessment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Asset Retirement Obligations

We record all known asset retirement obligations for which the liability’s fair value can be reasonably estimated, including certain asbestos removal, asset decommissioning and contractual lease restoration obligations. Recorded amounts are not material.

We also have known conditional asset retirement obligations, such as certain asbestos remediation and asset decommissioning activities to be performed in the future, that are not reasonably estimable due to insufficient information about the timing and method of settlement of the obligation. Accordingly, these obligations have not been recorded in the Consolidated Financial Statements. A liability for these obligations will be recorded in the period when sufficient information regarding timing and method of settlement becomes available to make a reasonable estimate of the liability’s fair value. In addition, there may be conditional asset retirement obligations that we have not yet discovered (e.g. asbestos may exist in certain buildings but we have not become aware of it through the normal course of business), and therefore, these obligations also have not been included in the Consolidated Financial Statements.

Goodwill and Other Acquired Intangibles

Goodwill and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is April 1.

We test goodwill for impairment by performing a qualitative assessment or using a two-step impairment process. If we choose to perform a qualitative assessment and determine it is more likely than not that the carrying value of the net assets is more than the fair value of the related operations, the two-step impairment process is then performed; otherwise, no further testing is required. For operations where the two-step impairment process is used, we first compare the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment.

Indefinite-lived intangibles consist of brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment.

Our finite-lived acquired intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: developed technology, from 6 to 14 years; product know-how, from 5 to 30 years; customer base, from 5 to 19 years; distribution rights, from 3 to 30 years; and other, from 5 to 32 years. We evaluate the potential impairment of finite-lived acquired intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, the amount of the impairment is the difference between the carrying amount and the fair value of the asset.

Investments

Time deposits are held-to-maturity investments that are carried at cost.

The equity method of accounting is used to account for investments for which we have the ability to exercise significant influence, but not control, over an investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of an investee of between 20% and 50%.

We classify investment income and loss on our Consolidated Statements of Operations based on whether the investment is operating or non-operating in nature. Operating investments align strategically and are integrated with our operations. Earnings from operating investments, including our share of income or loss from equity method investments, dividend income from certain cost method investments, and any impairments or gain/loss on the disposition of these investments, are recorded in Income from operating investments, net. Non-operating investments are those we hold for non-strategic purposes. Earnings from non-operating investments, including interest and dividends on marketable securities, and any impairments or gain/loss on the disposition of these investments are recorded in Other income/(expense), net.

Derivatives

All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent of holding them. We use derivative instruments to principally manage a variety of market risks. For derivatives designated as hedges of the exposure to changes in fair value of the recognized asset or liability or a firm commitment (referred to as fair value hedges), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to include in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. For our cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in comprehensive income and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. We also hold certain instruments for economic purposes that are not designated for hedge accounting treatment. For these derivative instruments, the changes in their fair value are also recorded in earnings immediately.

Aircraft Valuation

Used aircraft under trade-in commitments and aircraft under repurchase commitments In conjunction with signing a definitive agreement for the sale of new aircraft (Sale Aircraft), we have entered into trade-in commitments with certain customers that give them the right to trade in used aircraft at a specified price upon the purchase of Sale Aircraft. Additionally, we have entered into contingent repurchase commitments with certain customers wherein we agree to repurchase the Sale Aircraft at a specified price, generally 10 to 15 years after delivery of the Sale Aircraft. Our repurchase of the Sale Aircraft is contingent upon a future, mutually acceptable agreement for the sale of additional new aircraft. If we execute an agreement for the sale of additional new aircraft, and if the customer exercises its right to sell the Sale Aircraft to us, a contingent repurchase commitment would become a trade-in commitment. Our historical experience is that contingent repurchase commitments infrequently become trade-in commitments.

Exposure related to trade-in commitments may take the form of:

(1) adjustments to revenue for the difference between the contractual trade-in price in the definitive agreement and our best estimate of the fair value of the trade-in aircraft as of the date of such agreement, which would be recognized upon delivery of the Sale Aircraft, and/or

(2) charges to cost of products for adverse changes in the fair value of trade-in aircraft that occur subsequent to signing of a definitive agreement for Sale Aircraft but prior to the purchase of the used trade-in aircraft. Estimates based on current aircraft values would be included in Accrued liabilities.

The fair value of trade-in aircraft is determined using aircraft-specific data such as model, age and condition, market conditions for specific aircraft and similar models, and multiple valuation sources. This process uses our assessment of the market for each trade-in aircraft, which in most instances begins years before the return of the aircraft. There are several possible markets in which we continually pursue opportunities to place used aircraft. These markets include, but are not limited to, the resale market, which could potentially include the cost of long-term storage; the leasing market, with the potential for refurbishment costs to meet the leasing customer’s requirements; or the scrap market. Trade-in aircraft valuation varies significantly depending on which market we determine is most likely for each aircraft. On a quarterly basis, we update our valuation analysis based on the actual activities associated with placing each aircraft into a market. This quarterly valuation process yields results that are typically lower than residual value estimates by independent sources and tends to more accurately reflect results upon the actual placement of the aircraft.

Used aircraft acquired by the Commercial Airplanes segment are included in Inventories at the lower of cost or market as it is our intent to sell these assets. To mitigate costs and enhance marketability, aircraft may be placed on operating lease. While on operating lease, the assets are included in Customer financing.

Customer financing Customer financing includes operating lease equipment, notes receivable, and sales-type/finance leases. Sales-type/finance leases are treated as receivables, and allowances for losses are established as necessary.

We assess the fair value of the assets we own, including equipment under operating leases, assets held for sale or re-lease, and collateral underlying receivables, to determine if their fair values are less than the related assets’ carrying values. Differences between carrying values and fair values of sales-type/finance leases and notes and other receivables, as determined by collateral value, are considered in determining the allowance for losses on receivables.

We use a median calculated from published collateral values from multiple third-party aircraft value publications based on the type and age of the aircraft to determine the fair value of aircraft. Under certain circumstances, we apply judgment based on the attributes 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 outside publications.

Impairment review for assets under operating leases and held for sale or re-lease We evaluate for impairment assets under operating lease or assets held for sale or re-lease when events or changes in circumstances indicate that the expected undiscounted cash flow from the asset may be less than the carrying value. We use various assumptions when determining the expected undiscounted cash flow, including our intentions for how long we will hold an asset subject to operating lease before it is sold, the expected future lease rates, lease terms, residual value of the asset, periods in which the asset may be held in preparation for a follow-on lease, maintenance costs, remarketing costs and the remaining economic life of the asset. We record assets held for sale at the lower of carrying value or fair value less costs to sell.

When we determine that impairment is indicated for an asset, the amount of impairment expense recorded is the excess of the carrying value over the fair value of the asset.

Allowance for losses on customer financing receivables We record the potential impairment of customer financing receivables in a valuation account, the balance of which is an accounting estimate of probable but unconfirmed losses. The allowance for losses on receivables relates to two components of receivables: (a) receivables that are evaluated individually for impairment and (b) all other receivables.

We determine a receivable is impaired when, based on current information and events, it is probable that we will be unable to collect amounts due according to the original contractual terms of the receivable agreement, without regard to any subsequent restructurings. Factors considered in assessing collectibility include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. We determine a specific impairment allowance based on the difference between the carrying value of the receivable and the estimated fair value of the related collateral we would expect to realize.

We review the adequacy of the allowance attributable to the remaining receivables (after excluding receivables subject to a specific impairment allowance) by assessing both the collateral exposure and the applicable cumulative default rate. Collateral exposure for a particular receivable is the excess of the carrying value of the receivable over the fair value of the related collateral. A receivable with an estimated fair value in excess of the carrying value is considered to have no collateral exposure. The applicable cumulative default rate is determined using two components: customer credit ratings and weighted average remaining contract term. Internally assigned credit ratings, our credit quality indicator, are determined for each customer in the portfolio. Those ratings are updated based upon public information and information obtained directly from our customers.

We have entered into agreements with certain customers that would entitle us to look beyond the specific collateral underlying the receivable for purposes of determining the collateral exposure as described above. Should the proceeds from the sale of the underlying collateral asset resulting from a default condition be insufficient to cover the carrying value of our receivable (creating a shortfall condition), these agreements would, for example, permit us to take the actions necessary to sell or retain certain other assets in which the customer has an equity interest and use the proceeds to cover the shortfall.

Each quarter we review customer credit ratings, published historical credit default rates for different rating categories, and multiple third-party aircraft value publications as a basis to validate the reasonableness of the allowance for losses on receivables. There can be no assurance that actual results will not differ from estimates or that the consideration of these factors in the future will not result in an increase or decrease to the allowance for losses on receivables.

Warranties

In conjunction with certain product sales, we provide warranties that cover factors such as non-conformance to specifications and defects in material and design. The majority of our warranties are issued by our Commercial Airplanes segment. Generally, aircraft sales are accompanied by a three to four-year standard warranty for systems, accessories, equipment, parts, and software manufactured by us or manufactured to certain standards under our authorization. These warranties are included in the programs’ estimate at completion. On occasion we have made commitments beyond the standard warranty obligation to correct fleet-wide major issues of a particular model, resulting in additional accrued warranty expense. Warranties issued by our BDS segments principally relate to sales of military aircraft and weapons hardware and are included in the contract cost estimates. These sales are generally accompanied by a six to twelve-month warranty period and cover systems, accessories, equipment, parts, and software manufactured by us to certain contractual specifications. Estimated costs related to standard warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects the estimated number of months of warranty coverage outstanding for products delivered times the average of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. Estimated costs of these additional warranty issues are considered changes to the initial liability estimate.

We provide guarantees to certain commercial airplane customers which include compensation provisions for failure to meet specified aircraft performance targets. We account for these performance guarantees as warranties. The estimated liability for these warranties is based on known and anticipated operational characteristics and forecasted customer operation of the aircraft relative to contractually specified performance targets, and anticipated settlements when contractual remedies are not specified. Estimated payments are recorded as a reduction of revenue at delivery of the related aircraft. We have agreements that require certain suppliers to compensate us for amounts paid to customers for failure of supplied equipment to meet specified performance targets. Claims against suppliers under these agreements are included in Inventories and recorded as a reduction in Cost of products at delivery of the related aircraft. These performance warranties and claims against suppliers are included in the programs’ estimate at completion.

Supplier Penalties

We record an accrual for supplier penalties when an event occurs that makes it probable that a supplier penalty will be incurred and the amount is reasonably estimable. Until an event occurs, we fully anticipate accepting all products procured under production-related contracts.

Guarantees

We record a liability in Accrued liabilities for the fair value of guarantees that are issued or modified after December 31, 2002. For a residual value guarantee where we received a cash premium, the liability is equal to the cash premium received at the guarantee’s inception. For credit guarantees, the liability is equal to the present value of the expected loss. We determine the expected loss by multiplying the creditor’s default rate by the guarantee amount reduced by the expected recovery, if applicable, for each future period the credit guarantee will be outstanding. If at inception of a guarantee, we determine there is a probable related contingent loss, we will recognize a liability for the greater of (a) the fair value of the guarantee as described above or (b) the probable contingent loss amount.

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Summary of Business Segment Data (Notes)

12 Months Ended

Dec. 31, 2013

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Summary Of Business Segment Data

The Boeing Company and Subsidiaries

Notes to the Consolidated Financial Statements

Summary of Business Segment Data

(Dollars in millions)
Years ended December 31,	2013			2012			2011
Revenues:
Commercial Airplanes		$52,981			$49,127			$36,171
Defense, Space & Security:
Boeing Military Aircraft	15,936			16,019			14,585
Network & Space Systems	8,512			7,911			8,964
Global Services & Support	8,749			8,677			8,427
Total Defense, Space & Security	33,197			32,607			31,976
Boeing Capital	408			468			547
Other segment	102			106			123
Unallocated items and eliminations	(65		)	(610		)	(82		)
Total revenues		$86,623			$81,698			$68,735
Earnings from operations:
Commercial Airplanes		$5,795			$4,711			$3,495
Defense, Space & Security:
Boeing Military Aircraft	1,465			1,489			1,431
Network & Space Systems	719			562			759
Global Services & Support	1,051			1,017			968
Total Defense, Space & Security	3,235			3,068			3,158
Boeing Capital	107			88			119
Other segment	(156		)	(186		)	39
Unallocated items and eliminations	(2,419		)	(1,391		)	(988		)
Earnings from operations	6,562			6,290			5,823
Other income, net	56			62			47
Interest and debt expense	(386		)	(442		)	(477		)
Earnings before income taxes	6,232			5,910			5,393
Income tax expense	(1,646		)	(2,007		)	(1,382		)
Net earnings from continuing operations	4,586			3,903			4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)	(1		)	(3		)	7
Net earnings		$4,585			$3,900			$4,018

This information is an integral part of the Notes to the Consolidated Financial Statements. See Note 21 for further segment results.

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Subsequent Events Subsequent Events (Details) (Pension Plans [Member], USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2014 International Association of Machinists and Aerospace Workers District 751 Extension [Member] Subsequent Event [Member]
Subsequent Event [Line Items]
Pension curtailment charges/costs	$ 104	$ 25	$ 64	$ 140
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease)				$ (130)

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Arrangements With Off-Balance Sheet Risk

12 Months Ended

Dec. 31, 2013

Guarantees [Abstract]

Arrangements With Off-Balance Sheet Risk

Arrangements with Off-Balance Sheet Risk

We enter into arrangements with off-balance sheet risk in the normal course of business, primarily in the form of guarantees.

The following table provides quantitative data regarding our third party guarantees. The maximum potential payments represent a “worst-case scenario,” and do not necessarily reflect amounts that we expect to pay. Estimated proceeds from collateral and recourse represent the anticipated values of assets we could liquidate or receive from other parties to offset our payments under guarantees. The carrying amount of liabilities represents the amount included in Accrued liabilities.

	Maximum Potential Payments				Estimated Proceeds from Collateral/ Recourse				Carrying Amount of Liabilities
December 31,	2013		2012		2013		2012		2013		2012
Contingent repurchase commitments		$1,872		$2,065		$1,871		$2,065		$5		$5
Indemnifications to ULA:
Contributed Delta program launch inventory	127		137
Contract pricing	261		261						7		7
Other Delta contracts	227		232						8		8
Other indemnifications	106		137						28		32
Credit guarantees	35		13		27		4		2		2

Contingent Repurchase Commitments The repurchase price specified in contingent repurchase commitments is generally lower than the expected fair value at the specified repurchase date. Estimated proceeds from collateral/recourse in the table above represent the lower of the contracted repurchase price or the expected fair value of each aircraft at the specified repurchase date.

Indemnifications to ULA In 2006, we agreed to indemnify ULA through December 31, 2020 against potential non-recoverability and non-allowability of $1,360 of Boeing Delta launch program inventory included in contributed assets plus $1,860 of inventory subject to an inventory supply agreement which ends on March 31, 2021. Since inception, ULA has consumed $1,233 of the $1,360 of inventory that was contributed by us and has yet to consume $127. ULA has made advance payments of $1,380 to us and we have recorded revenues and cost of sales of $1,049 under the inventory supply agreement through December 31, 2013.

We agreed to indemnify ULA against potential losses that ULA may incur in the event ULA is unable to obtain certain additional contract pricing from the U.S. Air Force (USAF) for four satellite missions. We believe ULA is entitled to additional contract pricing. In December 2008, ULA submitted a claim to the USAF to re-price the contract value for two satellite missions. In March 2009, the USAF issued a denial of that claim. In June 2009, ULA filed a notice of appeal, and in October 2009, ULA filed a complaint before the Armed Services Board of Contract Appeals (ASBCA) for a contract adjustment for the price of the two satellite missions. In September 2009, the USAF exercised its option for a third satellite mission. During the third quarter of 2010, ULA submitted a claim to the USAF to re-price the contract value of the third mission. The USAF did not exercise an option for a fourth mission prior to the expiration. In March 2011, ULA filed a notice of appeal before the ASBCA, seeking to re-price the third mission. The hearing before the ASBCA concluded on December 20, 2013 and a post-trial briefing is expected by May 2014. If ULA is unsuccessful in obtaining additional pricing, we may be responsible for a portion of the shortfall and may record up to $278 in pre-tax losses associated with the three missions, representing up to $261 for the indemnification payment and up to $17 for our portion of additional contract losses incurred by ULA.

Potential payments for Other Delta contracts include $85 related to deferred support costs. In June 2011, the Defense Contract Management Agency (DCMA) notified ULA that it had determined that $271 of deferred support costs are not recoverable under government contracts. In December 2011, the DCMA notified ULA of the potential non-recoverability of an additional $114 of deferred production costs. The DCMA has not yet issued a final decision related to the recoverability of the $114. ULA and Boeing believe that all costs are recoverable and in November 2011, ULA filed a certified claim with the USAF for collection of deferred support and production costs. The USAF issued a final decision denying ULA’s certified claim in May 2012. On June 14, 2012, Boeing and ULA filed a suit in the Court of Federal Claims seeking recovery of the deferred support and production costs from the U.S. government. On November 9, 2012, the U.S. government filed an answer to our claim and asserted a counterclaim for credits that it alleges were offset by deferred support cost invoices. We believe that the U.S. government’s counterclaim is without merit, and have filed an answer challenging it on multiple grounds. The litigation proceeds, with no trial date having yet been set. If, contrary to our belief, it is determined that some or all of the deferred support or production costs are not recoverable, we could be required to record pre-tax losses and make indemnification payments to ULA for up to $317 of the costs questioned by the DCMA.

Other Indemnifications As part of the 2004 sale agreement with General Electric Capital Corporation related to the sale of Boeing Capital’s (BCC) Commercial Financial Services business, BCC is involved in a loss sharing arrangement for losses on transferred portfolio assets, such as asset sales, provisions for loss or asset impairment charges offset by gains from asset sales. At December 31, 2013 and 2012, our maximum future cash exposure to losses associated with the loss sharing arrangement was $106 and $137 and our accrued liability under the loss sharing arrangement was $28 and $32.

In conjunction with our sales of Electron Dynamic Devices, Inc. and Rocketdyne Propulsion and Power businesses and our Commercial Airplanes facilities in Wichita, Kansas and Tulsa and McAlester, Oklahoma, we agreed to indemnify, for an indefinite period, the buyers for costs relating to pre-closing environmental conditions and certain other items. It is impossible to assess the potential number of future claims that may be asserted under these indemnifications, nor the amounts thereof (if any). As a result, we cannot estimate the maximum potential amount of future payments under these indemnities and therefore, no liability has been recorded. To the extent that claims have been made under these indemnities and/or are probable and reasonably estimable, liabilities associated with these indemnities are included in the environmental liability disclosure in Note 11.

Credit Guarantees We have issued credit guarantees, principally to facilitate the sale and/or financing of commercial aircraft. Under these arrangements, we are obligated to make payments to a guaranteed party in the event that lease or loan payments are not made by the original lessee or debtor or certain specified services are not performed. A substantial portion of these guarantees has been extended on behalf of original lessees or debtors with less than investment-grade credit. Our commercial aircraft credit guarantees are collateralized by the underlying commercial aircraft and certain other assets. Current outstanding credit guarantees expire within the next seven years.

Industrial Revenue Bonds

Industrial Revenue Bonds (IRB) issued by the City of Wichita were used to finance the purchase and/or construction of real and personal property at our Wichita site. Tax benefits associated with IRBs include a ten-year property tax abatement and a sales tax exemption from the Kansas Department of Revenue. We record the property on our Consolidated Statements of Financial Position, along with a capital lease obligation to repay the proceeds of the IRB. We have also purchased the IRBs and therefore are the bondholders as well as the borrower/lessee of the property purchased with the IRB proceeds.

The capital lease obligation and IRB asset are recorded net in the Consolidated Statements of Financial Position. As of December 31, 2013 and 2012, the assets and liabilities associated with the City of Wichita IRBs were $690 and $738.

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Property, Plant And Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant And Equipment

Property, Plant and Equipment

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

	2013			2012
Land		$562			$531
Buildings and land improvements	11,068			10,696
Machinery and equipment	12,376			11,847
Construction in progress	1,288			1,231
Gross property, plant and equipment	25,294			24,305
Less accumulated depreciation	(15,070		)	(14,645		)
Total		$10,224			$9,660

Depreciation expense was $1,338, $1,248 and $1,119 for the years ended December 31, 2013, 2012 and 2011, respectively. Interest capitalized during the years ended December 31, 2013, 2012 and 2011 totaled $87, $74 and $57, respectively.

Rental expense for leased properties was $287, $276 and $270, for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013, minimum rental payments under capital leases aggregated $134. Minimum rental payments under operating leases with initial or remaining terms of one year or more aggregated $1,401, net of sublease payments of $14 at December 31, 2013. Payments due under operating and capital leases net of sublease amounts and non-cancellable future rentals during the next five years are as follows:

	2014		2015		2016		2017		2018
Minimum operating lease payments, net of sublease amounts		$223		$171		$142		$120		$95
Minimum capital lease payments, net of sublease amounts	61		37		22		14		0

Accounts payable related to purchases of property, plant and equipment were $213 and $234 for the years ended December 31, 2013 and 2012.

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Customer Financing (Schedule of Customer Financing Carrying Values Related to Major Aircraft Concentrations) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Customer Financing [Line Items]
Gross customer financing	$ 4,020		$ 4,480
Operating lease equipment	1,734		2,038
717 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	1,674	[1]	1,781	[1]
Operating lease equipment	444	[1]	465	[1]
757 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	453	[1]	561	[1]
Operating lease equipment	402	[1]	454	[1]
MD-80 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	411	[1]	446	[1]
Operating lease equipment	0	[1]	0	[1]
B747 aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	286		221
Operating lease equipment	183		221
787 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	273		286
Operating lease equipment	273		286
MD-11 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	220	[1]	269	[1]
Operating lease equipment	220	[1]	269	[1]
737 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	210		316
Operating lease equipment	138		193
767 Aircraft [Member]
Customer Financing [Line Items]
Gross customer financing	207		223
Operating lease equipment	$ 60		$ 63

[1] Out-of-production aircraft

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Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of earnings before income taxes were:

Years ended December 31,	2013		2012		2011
U.S.		$5,946		$5,647		$5,083
Non-U.S.	286		263		310
Total		$6,232		$5,910		$5,393

Income tax expense/(benefit) consisted of the following:

Years ended December 31,	2013			2012			2011
Current tax expense
U.S. federal		($82	)		$657			($605	)
Non-U.S.	76			52			93
U.S. state	11			19			(22		)
Total current	5			728			(534		)
Deferred tax expense
U.S. federal	1,531			1,209			1,856
Non-U.S.	41			(13		)	(8		)
U.S. state	69			83			68
Total deferred	1,641			1,279			1,916
Total income tax expense		$1,646			$2,007			$1,382

Net income tax payments were $209, $410, and $57 in 2013, 2012 and 2011, respectively.

Our effective income tax rates were 26.4%, 34.0% and 25.6% for the years ended December 31, 2013, 2012 and 2011, respectively. Our 2013 effective tax rate is lower than 2012 primarily due to the inclusion of the U.S. research and development tax credit (research tax credit) in 2013, which was not available in 2012, and the recognition of previously unrecognized tax benefits as a result of new regulations described below. In 2013, President Obama signed into law the American Taxpayer Relief Act of 2012 that retroactively renewed the research tax credit for 2012 and extended the credit through December 31, 2013. As tax law changes are recognized in the period in which new legislation is enacted, the 2012 research tax credit of $145 was recorded in the first quarter of 2013. Our 2012 effective tax rate was higher than 2011, primarily due to tax benefits of $397 recorded in 2011 as a result of federal income tax audit settlements in addition to research tax credits which were not available in 2012. The research tax credit expired on December 31, 2013. If the research tax credit is not extended there would be an unfavorable impact to our 2014 effective income tax rate.

On September 5, 2013, the Internal Revenue Service (IRS) issued proposed regulations that amend the definition of research and experimental (R&E) expenditures. The regulations provided clarity regarding the categories of expense that can be considered when computing the research tax credit. Based upon our analysis of the regulations, $212 of previously unrecognized tax benefits related to research tax credits were recorded as a reduction to tax expense in the fourth quarter of 2013.

The following is a reconciliation of the U.S. federal statutory tax rate of 35% to our effective income tax rate:

Years ended December 31,	2013		2012		2011
U.S. federal statutory tax	35.0	%	35.0	%	35.0	%
Research and development credits	(4.9	)	0.8		(2.7	)
Proposed amendments to the R&E regulations	(3.4	)
Tax on international activities	(0.1	)	(1.2	)	(0.6	)
Tax deductible dividends	(0.6	)	(0.7	)	(0.8	)
State income tax provision, net of effect on U.S. federal tax	0.4		0.8		0.7
Federal audit settlement					(7.4	)
Other provision adjustments			(0.7	)	1.4
Effective income tax rate	26.4	%	34.0	%	25.6	%

Federal income tax audits have been settled for all years prior to 2007. The years 2009-2010 are currently being examined by the IRS. The matters under consideration by IRS Appeals for tax years 2007-2008 are in the final phase of review with the Joint Committee on Taxation. We are also subject to examination in major state and international jurisdictions for the 2001-2013 tax years. We believe appropriate provisions for all outstanding tax issues have been made for all jurisdictions and all open years.

Significant components of our deferred tax assets, net of deferred tax liabilities, at December 31 were as follows:

	2013			2012
Retiree health care accruals		$2,458			$2,867
Inventory and long-term contract methods of income recognition, fixed assets and other (net of valuation allowance of $20 and $27)	(9,948		)	(7,151		)
Partnerships and joint ventures	(62		)	(162		)
Other employee benefits accruals	1,773			1,427
In-process research and development related to acquisitions	23			37
Net operating loss, credit and capital loss carryovers (net of valuation allowance of $105 and $94)	362			307
Pension asset	3,099			6,232
Customer and commercial financing	(990		)	(1,078		)
Unremitted earnings of non-U.S. subsidiaries	(44		)	(49		)
Other net unrealized losses	26			(17		)
Net deferred tax (liabilities)/assets(1)		($3,303	)		$2,413

⁽¹⁾  Of the deferred tax asset for net operating loss and credit carryovers, $295 expires in years ending from December 31, 2014 through December 31, 2033 and $67 may be carried over indefinitely. Included in the net deferred tax (liabilities)/assets as of December 31, 2013 and 2012 are deferred tax assets in the amounts of $5,818 and $10,210 related to Accumulated other comprehensive loss.

Net deferred tax (liabilities)/assets at December 31 were as follows:

	2013			2012
Deferred tax assets		$12,486			$16,580
Deferred tax liabilities	(15,664		)	(14,046		)
Valuation allowance	(125		)	(121		)
Net deferred tax (liabilities)/assets		($3,303	)		$2,413

The measurement of deferred tax assets is reduced by a valuation allowance if, based upon available evidence, it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

We have provided for U.S. deferred income taxes and foreign withholding tax in the amount of $44 on undistributed earnings not considered indefinitely reinvested in our non-U.S. subsidiaries. We have not provided for U.S. deferred income taxes or foreign withholding tax on the remainder of undistributed earnings from our non-U.S. subsidiaries of approximately $775 because such earnings are considered to be indefinitely reinvested and it is not practicable to estimate the amount of tax that may be payable upon distribution.

As of December 31, 2013 and 2012, the amounts accrued for the payment of income tax-related interest and penalties included in the Consolidated Statements of Financial Position were as follows: interest of $12 and $11 and penalties of $8 and $11. The amounts of interest benefit included in the Consolidated Statements of Operations were $4, $43, and $94 for the years ended December 31, 2013, 2012 and 2011, respectively. The interest benefit recorded during 2012 was primarily related to the settlement of non-US audits. The interest benefit recorded during 2011 was primarily related to federal audit settlements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2013			2012			2011
Unrecognized tax benefits – January 1		$1,055			$939			$1,198
Gross increases – tax positions in prior periods	10			55			154
Gross decreases – tax positions in prior periods	(125		)	(20		)	(383		)
Gross increases – current-period tax positions	202			83			28
Gross decreases – current-period tax positions	(1		)	(1		)	(15		)
Settlements				(1		)	(42		)
Lapse of statute of limitations							(1		)
Unrecognized tax benefits – December 31		$1,141			$1,055			$939

As of December 31, 2013, 2012 and 2011, the total amount of unrecognized tax benefits was $1,141, $1,055, and $939 of which $1,018, $945, and $838 would affect the effective tax rate, if recognized. As of December 31, 2013, these amounts are primarily associated with U.S. federal tax issues such as the amount of research tax credits claimed, the domestic production activities deductions claimed and U.S. taxation of foreign earnings. Also included in these amounts are accruals for domestic state tax issues such as the allocation of income among various state tax jurisdictions and the amount of state tax credits claimed.

Audit outcomes and the timing of audit settlements are subject to significant uncertainty. It is reasonably possible that within the next 12 months we will resolve the matters presently under consideration for the 2007-2010 tax years with the IRS. Depending on the timing and outcome of the audit settlements, unrecognized tax benefits that affect the effective tax rate could increase earnings by up to $245 based on current estimates.

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Goodwill And Acquired Intangibles (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Carrying amount of indefinite-lived intangible assets relating to trade names	$ 497	$ 497
Amortization expense of acquired finite-lived intangible assets	205	213
Finite-lived Intangible Assets Acquired	144	277
Non-cash investing and financing transactions related to acquired finite-lived intangibles	0	213
Total acquired finite-lived intangible assets remaining unpaid	$ 182	$ 352

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Postretirement Plans (Schedule Of Key Information For All Plans With ABO In Excess Of Plan Assets) (Details) (Pension Plans [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Projected benefit obligation	$ 63,445	$ 75,851
Accumulated benefit obligation	58,334	69,272
Fair value of plan assets	$ 52,905	$ 56,129

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Goodwill And Acquired Intangibles

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Acquired Intangibles

Goodwill and Acquired Intangibles

Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013, 2012 and 2011 were as follows:

	Commercial Airplanes			Boeing Military Aircraft			Network & Space Systems			Global Services & Support		Total
Balance at January 1, 2011		$2,110			$1,041			$1,461			$325		$4,937
Acquisitions							16					16
Goodwill adjustments	(4		)				(4		)			(8		)
Balance at December 31, 2011		$2,106			$1,041			$1,473			$325		$4,945
Acquisitions	12									72		84
Goodwill adjustments	7						(1		)			6
Balance at December 31, 2012		$2,125			$1,041			$1,472			$397		$5,035
Acquisitions				18						7		25
Goodwill adjustments (1)	(17		)	(45		)	41			4		(17		)
Balance at December 31, 2013		$2,108			$1,014			$1,513			$408		$5,043

⁽¹⁾ Includes adjustments to realign certain programs among BDS segments effective January 1, 2013,

As of December 31, 2013 and 2012, we had indefinite-lived intangible assets with carrying amounts of $497 relating to trade names.

The gross carrying amounts and accumulated amortization of our acquired finite-lived intangible assets were as follows at December 31:

	2013				2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Distribution rights		$2,275		$483		$2,132		$388
Product know-how	507		199		507		171
Customer base	615		347		617		300
Developed technology	853		742		865		717
Other	233		157		214		145
Total		$4,483		$1,928		$4,335		$1,721

Amortization expense for acquired finite-lived intangible assets for the years ended December 31, 2013 and 2012 was $205 and $213. Estimated amortization expense for the five succeeding years is as follows:

	2014		2015		2016		2017		2018
Estimated amortization expense		$219		$214		$199		$193		$186

During 2013 and 2012 we acquired $144 and $277 of finite-lived intangible assets, of which $0 and $213 related to non-cash investing and financing transactions. Total acquired finite-lived intangibles of $182 and $352 remain unpaid as of December 31, 2013 and 2012.

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Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic and diluted earnings per share are computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings.

Basic earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the basic weighted average common shares outstanding.

Diluted earnings per share is calculated by taking net earnings, less earnings available to participating securities, divided by the diluted weighted average common shares outstanding.

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

(In millions - except per share amounts)

Years ended December 31,	2013		2012		2011
Net earnings		$4,585		$3,900		$4,018
Less: earnings available to participating securities	7		8		9
Net earnings available to common shareholders		$4,578		$3,892		$4,009
Basic
Basic weighted average shares outstanding	760.8		758.0		746.6
Less: participating securities	1.9		2.3		2.5
Basic weighted average common shares outstanding	758.9		755.7		744.1
Diluted
Basic weighted average shares outstanding	760.8		758.0		746.6
Dilutive potential common shares(1)	8.7		5.8		6.5
Diluted weighted average shares outstanding	769.5		763.8		753.1
Less: participating securities	1.9		2.3		2.5
Diluted weighted average common shares outstanding	767.6		761.5		750.6
Net earnings per share:
Basic		$6.03		$5.15		$5.39
Diluted	5.96		5.11		5.34

⁽¹⁾  Diluted EPS includes any dilutive impact of stock options, restricted stock units and Performance Awards.

The shares included in the following table were not included in the computation of diluted earnings per share because the effect was antidilutive. However, these shares may be dilutive potential common shares in the future.

(Shares in millions)

Years ended December 31,	2013	2012	2011
Stock options	4.8	23.6	21.1
Performance Awards	4.2	4.9	1.5

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Segment Information (Schedule Of Depreciation And Amortization Expense By Segment) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 1,844	$ 1,811	$ 1,675
Operating Segments [Member] | Commercial Airplanes [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	632	614	565
Operating Segments [Member] | Defense, Space & Security [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	320	310	306
Operating Segments [Member] | Defense, Space & Security [Member] | Boeing Military Aircraft [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	131	120	116
Operating Segments [Member] | Defense, Space & Security [Member] | Network & Space Systems [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	120	123	128
Operating Segments [Member] | Defense, Space & Security [Member] | Global Services & Support [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	69	67	62
Operating Segments [Member] | Boeing Capital Corporation [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	110	150	153
Consolidated Other [Member] | Other Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	299	261	242
Unallocated Items And Eliminations [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 483	$ 476	$ 409

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Accounts Receivable

12 Months Ended

Dec. 31, 2013

Accounts Receivable, Net [Abstract]

Accounts Receivable

Accounts Receivable

Accounts receivable at December 31 consisted of the following:

	2013			2012
U.S. government contracts		$3,604			$2,788
Defense, Space & Security customers (1)	1,073			1,196
Commercial Airplanes customers	1,072			903
Reinsurance receivables	525			509
Other	376			294
Less valuation allowance	(104		)	(82		)
Total		$6,546			$5,608

⁽¹⁾  Excludes U.S. government contracts

The following table summarizes our accounts receivable under long-term contracts that were unbillable or related to outstanding claims as of December 31:

	Unbillable				Claims
	2013		2012		2013		2012
Current		$1,550		$1,316		$3		$26
Expected to be collected after one year	1,020		730		61		63
Total		$2,570		$2,046		$64		$89

Under contract accounting unbillable receivables on long-term contracts arise when the sales or revenues based on performance attainment, though appropriately recognized, cannot be billed yet under terms of the contract as of the balance sheet date. Any adjustment for the credit quality of unbillable receivables, if required, would be recorded as a direct reduction of revenue. Factors considered in assessing the collectability of unbillable receivables include, but are not limited to, a customer’s extended delinquency, requests for restructuring and filings for bankruptcy. Unbillable receivables related to commercial customers expected to be collected after one year were$179 and $230 at December 31, 2013 and 2012. Accounts receivable related to claims are items that we believe are earned, but are subject to uncertainty concerning their determination or ultimate realization.

Accounts receivable as of December 31, 2013, included $112 of unbillable receivables on a long-term contract with LightSquared, LLC (LightSquared) related to the construction of two commercial satellites. One of the satellites has been delivered, and the other is substantially complete but remains in Boeing’s possession. On May 14, 2012, LightSquared filed for Chapter 11 bankruptcy protection. We believe that our rights in the second satellite and related ground-segment assets are sufficient to protect the value of our receivables in the event LightSquared fails to make payments as contractually required or rejects its contract with us. Given the uncertainties inherent in bankruptcy proceedings, it is reasonably possible that we could incur losses related to these receivables in connection with the LightSquared bankruptcy.

Accounts receivable, other than those described above, expected to be collected after one year are not material.

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Earnings Per Share (Schedule Of Weighted-Average Number Of Shares Outstanding Used To Compute Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Earnings Per Share [Abstract]
Net earnings	$ 1,233	$ 1,158	$ 1,088	$ 1,106	$ 978	$ 1,032	$ 967	$ 923	$ 4,585	$ 3,900	$ 4,018
Earnings available to participating securities									7	8	9
Net earnings available to common shareholders									$ 4,578	$ 3,892	$ 4,009
Basic weighted average shares outstanding									760.8	758.0	746.6
Participating securities									1.9	2.3	2.5
Basic weighted average common shares outstanding									758.9	755.7	744.1
Basic weighted average shares outstanding									760.8	758.0	746.6
Dilutive potential common shares									8.7	5.8	6.5
Dilutive weighted average shares outstanding									769.5	763.8	753.1
Participating securities									1.9	2.3	2.5
Diluted weighted average common shares outstanding									767.6	761.5	750.6
Net earnings per share, Basic	$ 1.63	$ 1.53	$ 1.43	$ 1.45	$ 1.29	$ 1.36	$ 1.28	$ 1.23	$ 6.03	$ 5.15	$ 5.39
Net earnings per share, Diluted	$ 1.61	$ 1.51	$ 1.41	$ 1.44	$ 1.28	$ 1.35	$ 1.27	$ 1.22	$ 5.96	$ 5.11	$ 5.34

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Share-Based Compensation And Other Compensation Arrangements (Schedule Of Stock Option Activity) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Shares, Outstanding at beginning of year	33,664,018
Shares, Granted	6,698,861
Shares, Exercised	(15,605,753)
Shares, Forfeited	(926,233)
Shares, Expired	(63,150)
Shares, Outstanding at end of year	23,767,743
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Weighted Average Exercise Price Per Share, Outstanding at beginning of year	$ 71.81
Weighted Average Exercise Price Per Share, Granted	$ 76.35
Weighted Average Exercise Price Per Share, Exercised	$ 70.31
Weighted Average Exercise Price Per Share, Forfeited	$ 74.74
Weighted Average Exercise Price Per Share, Expired	$ 68.30
Weighted Average Exercise Price Per Share, Outstanding at end of year	$ 73.97
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted Average Remaining Contractual Life (Years), Outstanding at end of year	6 years 9 months 23 days
Aggregate Intrinsic Value, Outstanding at end of year	$ 1,486
Shares, Exercisable at end of year	12,552,449
Weighted Average Exercise Price Per Share, Exercisable at end of year	$ 72.70
Weighted Average Remaining Contractual Life (Years), Exercisable at end of year	5 years 1 month 10 days
Aggregate Intrinsic Value, Exercisable at end of year	$ 801

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Customer Financing (Customer Financing Asset Impairment Charges) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Customer Financing [Line Items]
Impairment charges	$ 96	$ 84	$ 119
Customer Financing [Member]
Customer Financing [Line Items]
Impairment charges	81	58	73
Customer Financing [Member] | Boeing Capital Corporation [Member]
Customer Financing [Line Items]
Impairment charges	67	73	109
Customer Financing [Member] | Other Boeing [Member]
Customer Financing [Line Items]
Impairment charges	$ 14	$ (15)	$ (36)

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Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2011	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Abstract]
Net income tax payments/(refunds)				$ 209	$ 410	$ 57
Effective income tax rate				26.40%	34.00%	25.60%
Income tax charge (benefit) recorded	(212)	(145)	(397)
U.S. deferred income taxes and foreign withholding tax	44			44
Undistributed Earnings of Foreign Subsidiaries	775			775
Accrued income tax-related interest	12			12	11
Accrued income tax-related penalties	8			8	11
Amounts of interest (benefit)/expense				(4)	(43)	(94)
Unrecognized tax benefits	1,141		939	1,141	1,055	939	1,198
Unrecognized tax benefits that would affect the effective tax rate, if recognized	1,018		838	1,018	945	838
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit	$ 245			$ 245

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Debt (Schedule Of Debt) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Other notes	$ 205	$ 202
Total debt	9,635	10,409
3-month USD LIBOR plus 1 basis point due 2014 [Member]
Debt Instrument [Line Items]
Unsecured debt securities	150
0.95% - 5.00% due through 2023 [Member]
Debt Instrument [Line Items]
Unsecured debt securities	4,832	4,521
Debt interest rate - minimum	0.95%
Debt interest rate - maximum	5.00%
Debt Instrument, Maturity Date	Dec. 31, 2023
5.80% - 6.88% due through 2043 [Member]
Debt Instrument [Line Items]
Unsecured debt securities	2,392	3,591
Debt interest rate - minimum	5.80%
Debt interest rate - maximum	6.88%
Debt Instrument, Maturity Date	Dec. 31, 2043
7.25% – 8.75% due through 2043 [Member]
Debt Instrument [Line Items]
Unsecured debt securities	1,672	1,672
Debt interest rate - minimum	7.25%
Debt interest rate - maximum	8.75%
Debt Instrument, Maturity Date	Dec. 31, 2043
4.12% – 4.84% notes due through 2013 [member]
Debt Instrument [Line Items]
Non-recourse debt and notes		13
Debt interest rate - minimum	4.12%
Debt interest rate - maximum	4.84%
Debt Instrument, Maturity Date	Dec. 31, 2013
6.98% - 7.38% notes due through 2021 [Member]
Debt Instrument [Line Items]
Non-recourse debt and notes	233	231
Debt interest rate - minimum	6.98%
Debt interest rate - maximum	7.38%
Debt Instrument, Maturity Date	Dec. 31, 2013
Capital lease obligation due through 2017 [Member]
Debt Instrument [Line Items]
Capital lease obligations	$ 151	$ 179
Capital lease maturity year	12/31/2017

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Goodwill And Acquired Intangibles (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
2014 estimated amortization expense	$ 219
2015 estimated amortization expense	214
2016 estimated amortization expense	199
2017 estimated amortization expense	193
2018 estimated amortization expense	$ 186

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Other Assets (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Other Assets [Line Items]
Net receivable balance recorded in Other assets	$ 1,500	$ 1,792
Sea Launch Receivables [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	356	356
Maximum exposure to loss	356
Sea Launch Receivables [Member] | S.P. Koroley Rocket And Space Corporation Energia [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	223
Sea Launch Receivables [Member] | PO Yuzhnoye Mashinostroitelny Zavod [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	89
Sea Launch Receivables [Member] | KB Yuzhnoye [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	44
Sea Launch Receivables [Member] | Bank Guarantees [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	147
Maximum exposure to loss	147
Sea Launch Receivables [Member] | Partner Loans [Member]
Other Assets [Line Items]
Net receivable balance recorded in Other assets	209
Maximum exposure to loss	$ 209

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Significant Group Concentrations Of Risk (Details) (USD $) In Millions, unless otherwise specified				12 Months Ended	9 Months Ended				12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Credit Rating, Non Investment Grade [Member]	Dec. 31, 2013 Workforce Subject To Collective Bargaining Arrangements [Member]	Sep. 30, 2013 Workforce Subject to Collective Bargaining Arrangements Expiring within One Year [Member]	Dec. 31, 2013 Commercial Aircraft Customers [Member]	Dec. 31, 2013 U S Government Contracts [Member]	Dec. 31, 2012 U S Government Contracts [Member]	Dec. 31, 2013 American Airlines [Member] Customer Financing [Member] Credit Rating, Non Investment Grade [Member]	Dec. 31, 2013 United Continental Airlines [Member] Customer Financing [Member] Credit Rating, Non Investment Grade [Member]	Dec. 31, 2013 Hawaiian Airlines [Member] Customer Financing [Member] Credit Rating, Non Investment Grade [Member]
Concentration Risk [Line Items]
Gross accounts receivable and gross customer financing	$ 10,670					$ 4,870
Accounts Receivable, Gross, Current						924	3,604	2,788
Gross customer financing	$ 4,020	$ 4,480	$ 2,720			$ 3,946
Concentration Risk, Percentage				38.00%	1.00%				11.00%	9.00%	8.00%

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Event

In January 2014, employees represented by the International Association of Machinists and Aerospace Workers District 751 (IAM 751) voted to extend our collective bargaining agreement to September 2024. Under the terms of the agreement, IAM 751-represented employees’ accrued pension benefits will immediately vest and in November 2016 these employees will transition to a company-funded retirement savings plan in lieu of participation in the defined benefit pension plan. IAM 751-represented employees hired on or after January 3, 2014 will be immediately covered by the company-funded retirement savings plan. The defined benefit pension plan changes will be accounted for as a curtailment in the first quarter of 2014 and are expected to result in a non-cash charge of approximately $140 and a reduction to our overall pension liability of approximately $130.

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Quarterly Financial Data (Schedule Of Quarterly Financial Data) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended			3 Months Ended								12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 31, 2012	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Schedule of Quarterly Financial Information [Line Items]
Revenues				$ 23,785	$ 22,130	$ 21,815	$ 18,893	$ 22,302	$ 20,008	$ 20,005	$ 19,383	$ 86,623	$ 81,698	$ 68,735
Total costs and expenses				(20,388)	(18,674)	(18,450)	(15,756)	(19,046)	(16,799)	(16,746)	(16,074)	(73,268)	(68,665)	(55,888)
Earnings from operations				1,515	1,803	1,716	1,528	1,624	1,559	1,542	1,565	6,562	6,290	5,823
Net earnings from continuing operations				1,233	1,160	1,087	1,106	978	1,034	967	924	4,586	3,903	4,011
Net (loss)/gain from disposal of discontinued operations					(2)	1			(2)		(1)	(1)	(3)	7
Net earnings				$ 1,233	$ 1,158	$ 1,088	$ 1,106	$ 978	$ 1,032	$ 967	$ 923	$ 4,585	$ 3,900	$ 4,018
Basic earnings per share from continuing operations				$ 1.63	$ 1.53	$ 1.43	$ 1.45	$ 1.29	$ 1.36	$ 1.28	$ 1.23	$ 6.03	$ 5.15	$ 5.38
Basic earnings per share				$ 1.63	$ 1.53	$ 1.43	$ 1.45	$ 1.29	$ 1.36	$ 1.28	$ 1.23	$ 6.03	$ 5.15	$ 5.39
Diluted earnings per share from continuing operations				$ 1.61	$ 1.51	$ 1.41	$ 1.44	$ 1.28	$ 1.35	$ 1.27	$ 1.22	$ 5.96	$ 5.11	$ 5.33
Diluted earnings per share				$ 1.61	$ 1.51	$ 1.41	$ 1.44	$ 1.28	$ 1.35	$ 1.27	$ 1.22	$ 5.96	$ 5.11	$ 5.34
Cash dividends declared, per share	$ 0.73	$ 0.485	$ 0.44	$ 1.215		$ 0.97		$ 0.925		$ 0.88		$ 2.185	$ 1.805	$ 1.70
Common stock sales price per share, Quarter end	$ 136.49	$ 75.36		$ 136.49	$ 117.50	$ 102.44	$ 85.85	$ 75.36	$ 69.60	$ 74.30	$ 74.37	$ 136.49	$ 75.36
Maximum [Member]
Schedule of Quarterly Financial Information [Line Items]
Common stock sales price per share				$ 142.00	$ 120.38	$ 104.15	$ 86.84	$ 76.56	$ 75.96	$ 77.83	$ 76.74
Minimum [Member]
Schedule of Quarterly Financial Information [Line Items]
Common stock sales price per share				$ 113.34	$ 98.99	$ 83.80	$ 72.68	$ 69.20	$ 69.03	$ 66.82	$ 72.30

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Share-Based Compensation And Other Compensation Arrangements (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of share-based plans expense and related income tax benefit

The share-based plans expense and related income tax benefit were as follows:

Years ended December 31,	2013		2012		2011
Stock options		$93		$85		$88
Restricted stock units and other awards	113		108		98
Share-based plans expense		$206		$193		$186
Income tax benefit		$76		$75		$73

Schedule of Stock Options Activity

Stock option activity for the year ended December 31, 2013 is as follows:

	Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Number of shares under option:
Outstanding at beginning of year	33,664,018		$71.81
Granted	6,698,861	76.35
Exercised	(15,605,753)	70.31
Forfeited	(926,233)	74.74
Expired	(63,150)	68.30
Outstanding at end of year	23,767,743		$73.97	6.81		$1,486
Exercisable at end of year	12,552,449		$72.70	5.11		$801

Schedule Of Assumptions Used For Fair Value Of Stock Options Granted

The fair values of options were estimated using the Black-Scholes option-pricing model with the following assumptions:

Grant Year	Grant Date	Expected Life	Expected Volatility		Expected Dividend Yield		Risk Free Interest Rate		Weighted-Average Grant Date Fair Value Per Share
2013	2/25/2013	6 years	29.0	%	2.6	%	1.0	%		$15.85
2012	2/27/2012	6 years	29.9	%	2.4	%	1.1	%		$16.89
2011	2/22/2011	6 years	29.8	%	2.3	%	2.5	%		$17.96

Schedule of Restricted Stock Units Award Activity

Stock unit activity for the year ended December 31, 2013 is as follows:

	Incentive Program Restricted Stock Units			Other Restricted Stock Units
Number of units:
Outstanding at beginning of year	3,897,449			1,251,189
Granted	1,398,286			225,815
Dividends	72,405			21,573
Forfeited	(201,030		)	(15,614		)
Distributed	(1,444,793		)	(350,033		)
Outstanding at end of year	3,722,317			1,132,930
Unrecognized compensation cost		$104			$28
Weighted average remaining contractual life (years)	1.8			2.2

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Other Assets

12 Months Ended

Dec. 31, 2013

Other Assets [Abstract]

Other Assets

Other Assets

Sea Launch

At December 31, 2013 and 2012, Other assets included $356 of receivables related to our former investment in the Sea Launch venture which became payable by certain Sea Launch partners following Sea Launch’s bankruptcy filing in June 2009. The $356 includes $147 related to a payment made by us under a bank guarantee on behalf of Sea Launch and $209 related to loans (partner loans) we made to Sea Launch. The net amounts owed to Boeing by each of the partners are as follows: S.P. Koroley Rocket and Space Corporation Energia of Russia – $223, PO Yuzhnoye Mashinostroitelny Zavod of Ukraine – $89 and KB Yuzhnoye of Ukraine – $44.

Although each partner is contractually obligated to reimburse us for its share of the bank guarantee, the Russian and Ukrainian partners have raised defenses to enforcement and contested our claims. On October 19, 2009, we filed a Notice of Arbitration with the Stockholm Chamber of Commerce seeking reimbursement from the other Sea Launch partners of the$147 bank guarantee payment. On October 7, 2010, the arbitrator ruled that the Stockholm Chamber of Commerce lacked jurisdiction to hear the matter but did not resolve the merits of our claim. We filed a notice appealing the arbitrator’s ruling on January 11, 2011. The Ukrainian partners responded to our appeal on June 30, 2012 and the Russian partner responded on July 3, 2012. We filed replies on September 20, 2012. On February 1, 2013, we filed an action in the United States District Court for the Central District of California seeking reimbursement from the other Sea Launch partners of the $147 bank guarantee payment and the $209 partner loan obligations. We believe the partners have the financial wherewithal to pay and intend to pursue vigorously all of our rights and remedies. In the event we are unable to secure reimbursement of $147 related to our payment under the bank guarantee and $209 related to partner loans made to Sea Launch, we could incur additional pre-tax charges of up to $356.

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Postretirement Plans (Schedule Of Allocation of Plan Assets) (Details) (Pension Plans [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 58,131		$ 56,178		$ 51,051
Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	57,794		55,903
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	15,991		17,087
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	33,777		31,071
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	8,026		7,745		7,777
Fixed Income Securities [Member] | Corporate [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	15,262		14,363
Fixed Income Securities [Member] | Corporate [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	15,238		14,360
Fixed Income Securities [Member] | Corporate [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	24		3		11
Fixed Income Securities [Member] | US Government and agencies [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4,537		4,921
Fixed Income Securities [Member] | US Government and agencies [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4,537		4,921
Fixed Income Securities [Member] | Mortgage backed and asset backed [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,040		752
Fixed Income Securities [Member] | Mortgage backed and asset backed [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	491		191
Fixed Income Securities [Member] | Mortgage backed and asset backed [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	549		561		11
Fixed Income Securities [Member] | Municipal [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,722		1,770
Fixed Income Securities [Member] | Municipal [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,722		1,770
Fixed Income Securities [Member] | Municipal [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets					3
Fixed Income Securities [Member] | Sovereign [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,018		1,045
Fixed Income Securities [Member] | Sovereign [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,018		1,045
Fixed Income Securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,538		2,346
Fixed Income Securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	16		17
Fixed Income Securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,522		2,329
Fixed Income Securities [Member] | Other [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	484	[1]	220	[1]
Fixed Income Securities [Member] | Other [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			1	[1]
Fixed Income Securities [Member] | Other [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	229	[1]	219	[1]
Fixed Income Securities [Member] | Other [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	255	[1]	245	[1]
Fixed Income Securities [Member] | Derivative Assets [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	55		36
Fixed Income Securities [Member] | Derivative Assets [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			1
Fixed Income Securities [Member] | Derivative Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	55		35
Fixed Income Securities [Member] | Derivative Liabilities [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(10)		(23)
Fixed Income Securities [Member] | Derivative Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(10)		(23)
Cash Equivalents And Other Short-Term Investments [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	801		2,687
Cash Equivalents And Other Short-Term Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			2,224
Cash Equivalents And Other Short-Term Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	801		463
Currency Overlay Derivatives [Member] | Derivative Assets [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2		56
Currency Overlay Derivatives [Member] | Derivative Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2		56
Currency Overlay Derivatives [Member] | Derivative Liabilities [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(3)		(55)
Currency Overlay Derivatives [Member] | Derivative Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(3)		(55)
Equity securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	3,239		2,294
Equity securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	564		344
Equity securities [Member] | Common Or Collective Or Pooled Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,675		1,950
Equity securities [Member] | Derivative Assets [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4		19
Equity securities [Member] | Derivative Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	4		19
Equity securities [Member] | Derivative Liabilities [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(6)		(9)
Equity securities [Member] | Derivative Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(6)		(9)
Equity securities [Member] | United States Common And Preferred Stock [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	6,919		6,144
Equity securities [Member] | United States Common And Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	6,919		6,144
Equity securities [Member] | Non United States Common And Preferred Stock [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	7,722		7,421
Equity securities [Member] | Non United States Common And Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	7,721		7,421
Equity securities [Member] | Non United States Common And Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1
Private Equity Funds [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,968	[1]
Private Equity Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	10	[1]
Private Equity Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,958	[1]	2,671	[1]
Private Equity and Other Funds [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			2,942	[1]
Private Equity and Other Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			26	[1]
Private Equity and Other Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets			2,916	[1]	2,859
Real estate and real assets [Member] | Derivative Assets [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1		1
Real estate and real assets [Member] | Derivative Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1		1
Real estate and real assets [Member] | Derivative Liabilities [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(1)		(2)
Real estate and real assets [Member] | Derivative Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	(1)		(2)
Real estate and real assets [Member] | Real Estate [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,865		2,765
Real estate and real assets [Member] | Real Estate [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	425		623
Real estate and real assets [Member] | Real Estate [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	16		14
Real estate and real assets [Member] | Real Estate [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,424		2,128		1,820
Real estate and real assets [Member] | Real assets [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,506		1,327
Real estate and real assets [Member] | Real assets [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	336		286
Real estate and real assets [Member] | Real assets [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	464		377
Real estate and real assets [Member] | Real assets [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	706		664		547
Global Strategies [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,355		2,147
Global Strategies [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,355		2,147
Global Strategies [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets					75
Hedge Funds [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	2,776		2,736
Hedge Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,667		1,263
Hedge Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	1,109		1,473		2,451
Cash On Hand [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	87		94
Receivables [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	458		388
Payables [Member] | Fair Value [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ (208)		$ (207)

[1] Certain private funds with a fixed income strategy were reclassified from private equity to other fixed income on January 1, 2013

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Share-Based Compensation And Other Compensation Arrangements

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation And Other Compensation Arrangements

Share-Based Compensation and Other Compensation Arrangements

Share-Based Compensation

Our 2003 Incentive Stock Plan, as amended and restated effective February 21, 2011, permits awards of incentive stock options, non-qualified stock options, restricted stock, stock units, performance shares, performance units and other incentives to our employees, officers, consultants and independent contractors. The aggregate number of shares of our stock available for issuance under the amended plan will not exceed 80,000,000 and no more than an aggregate of 16,000,000 shares are available for issuance as restricted stock awards.

Shares issued as a result of stock option exercises or conversion of stock unit awards will be funded out of treasury shares, except to the extent there are insufficient treasury shares, in which case new shares will be issued. We believe we currently have adequate treasury shares to meet any requirements to issue shares during 2014.

Share-based plans expense is primarily included in General and administrative expense since it is incentive compensation issued primarily to our executives. The share-based plans expense and related income tax benefit were as follows:

Years ended December 31,	2013		2012		2011
Stock options		$93		$85		$88
Restricted stock units and other awards	113		108		98
Share-based plans expense		$206		$193		$186
Income tax benefit		$76		$75		$73

Stock Options

In February 2013, 2012 and 2011, we granted to our executives 6,591,968, 6,114,922 and 5,426,910 options, respectively. The options have been granted with an exercise price equal to the fair market value of our stock on the date of grant and expire ten years after the date of grant. The stock options vest over a period of three years, with 34% vesting after the first year, 33% vesting after the second year and the remaining 33% vesting after the third year. If an executive terminates employment for any reason, the non-vested portion of the stock option will not vest and all rights to the non-vested portion will terminate completely.

Stock option activity for the year ended December 31, 2013 is as follows:

	Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Number of shares under option:
Outstanding at beginning of year	33,664,018		$71.81
Granted	6,698,861	76.35
Exercised	(15,605,753)	70.31
Forfeited	(926,233)	74.74
Expired	(63,150)	68.30
Outstanding at end of year	23,767,743		$73.97	6.81		$1,486
Exercisable at end of year	12,552,449		$72.70	5.11		$801

The total intrinsic value of options exercised was $546, $89 and $67 during the years ended December 31, 2013, 2012 and 2011, respectively. Cash received from options exercised for the years ended December 31, 2013, 2012 and 2011 was $1,097, $120 and $114 with a related tax benefit of $190, $29 and $23, respectively, derived from the compensation deductions resulting from these option exercises. At December 31, 2013, there was $95 of total unrecognized compensation cost related to our stock option plan which is expected to be recognized over a weighted average period of 1.8 years. The grant date fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $89, $83 and $92, respectively.

The fair values of options were estimated using the Black-Scholes option-pricing model with the following assumptions:

Grant Year	Grant Date	Expected Life	Expected Volatility		Expected Dividend Yield		Risk Free Interest Rate		Weighted-Average Grant Date Fair Value Per Share
2013	2/25/2013	6 years	29.0	%	2.6	%	1.0	%		$15.85
2012	2/27/2012	6 years	29.9	%	2.4	%	1.1	%		$16.89
2011	2/22/2011	6 years	29.8	%	2.3	%	2.5	%		$17.96

The expected volatility of the stock options is based on a combination of our historical stock volatility and the volatility levels implied on the grant date by actively traded option contracts on our common stock. We determined the expected term of the stock option grants to be six years, calculated using the “simplified” method in accordance with the SEC Staff Accounting Bulletin 110. We use the “simplified” method since we changed the vesting terms, tax treatment and the recipients of our stock options beginning in 2006 such that we believe our historical data prior to 2006 does not provide a reasonable basis upon which to estimate expected term and we do not have enough option exercise data from our grants issued subsequent to 2006 to support our own estimate as a result of vesting terms and changes in the stock price.

Restricted Stock Units

In February 2013, 2012 and 2011, we granted to our executives 1,375,414, 1,369,810 and 1,364,440restricted stock units (RSUs) as part of our long-term incentive program with grant date fair values of $75.97, $75.40 and $71.44 per share, respectively. The RSUs granted under this program will vest and settle in common stock (on a one-for-one basis) on the third anniversary of the grant date. If an executive terminates employment because of retirement, involuntary layoff, disability, or death, the employee (or beneficiary) will immediately vest on a proration of stock units based on active employment during the three-year service period. In all other cases, the RSUs will not vest and all rights to the stock units will terminate completely. In addition to RSUs awarded under our long-term incentive program, we grant RSUs to certain executives and employees to encourage retention or to reward various achievements. These RSUs are labeled other restricted stock units in the table below. The fair values of all RSUs are estimated using the average stock price on the date of grant. Stock units settle in common stock on a one-for-one basis and are not contingent upon stock price.

Stock unit activity for the year ended December 31, 2013 is as follows:

	Incentive Program Restricted Stock Units			Other Restricted Stock Units
Number of units:
Outstanding at beginning of year	3,897,449			1,251,189
Granted	1,398,286			225,815
Dividends	72,405			21,573
Forfeited	(201,030		)	(15,614		)
Distributed	(1,444,793		)	(350,033		)
Outstanding at end of year	3,722,317			1,132,930
Unrecognized compensation cost		$104			$28
Weighted average remaining contractual life (years)	1.8			2.2

Other Compensation Arrangements

Performance Awards

Performance Awards are cash units that pay out based on the achievement of long-term financial goals at the end of a three-year period. Each unit has an initial value of $100 dollars. The amount payable at the end of the three-year performance period may be anywhere from $0 to $200 dollars per unit, depending on the Company’s performance against plan for a three-year period. The Compensation Committee has the discretion to pay these awards in cash, stock, or a combination of both after the three-year performance period. Compensation expense, based on the estimated performance payout, is recognized ratably over the performance period.

During 2013, 2012 and 2011, we granted Performance Awards to our executives with the payout based on the achievement of financial goals for each three-year period following the grant date. The minimum payout amount is $0 and the maximum amount we could be required to pay out for the 2013, 2012 and 2011 Performance Awards is $275, $259 and $248, respectively. The 2011 grant is expected to be paid out in cash in March 2014.

Deferred Compensation

The Company has a deferred compensation plan which permits executives to defer receipt of a portion of their salary, bonus, and certain other incentive awards. Participants can diversify deferred compensation among 23 investment funds including a Boeing stock unit account.

Total expense related to deferred compensation was $238, $75 and $59 in 2013, 2012 and 2011, respectively. As of December 31, 2013 and 2012, the deferred compensation liability which is being marked to market was $1,258 and $1,104.

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Liabilities, Commitments And Contingencies (Schedule Of Environmental Remediation Activity) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning balance - January 1	$ 710	$ 758
Reductions for payments made	(120)	(121)
Changes in estimates	(59)	(73)
Ending balance - December 31	$ 649	$ 710

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Debt (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Schedule Of Short-Term Debt And Current Portion Of Long-Term Debt

Short-term debt and current portion of long-term debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities		$1,370		$1,224
Non-recourse debt and notes	32		51
Capital lease obligations	68		96
Other notes	93		65
Total		$1,563		$1,436

Schedule Of Debt

Debt at December 31 consisted of the following:

	2013		2012
Unsecured debt securities
Variable rate: 3-month USD LIBOR plus 1 basis point due 2014		$150
0.95% - 5.00% due through 2023	4,832			$4,521
5.80% - 6.88% due through 2043	2,392		3,591
7.25% – 8.75% due through 2043	1,672		1,672
Non-recourse debt and notes
4.12% - 4.84% notes due through 2013			13
6.98% - 7.38% notes due through 2021	233		231
Capital lease obligations due through 2017	151		179
Other notes	205		202
Total debt		$9,635		$10,409

Scheduled Principal Payments For Debt And Capital Lease Obligations

Scheduled principal payments for debt and minimum capital lease obligations for the next five years are as follows:

	2014		2015		2016		2017		2018
Scheduled principal payments		$1,562		$888		$1,075		$58		$638

Schedule of Long-term Debt Instruments [Table Text Block]

	2013		2012
BCC		$2,577		$2,742
Other Boeing	7,058		7,667
Total debt		$9,635		$10,409

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Postretirement Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended																	12 Months Ended																	3 Months Ended
	Dec. 31, 2013 Y	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2014 Pension Plans [Member]	Dec. 31, 2013 Pension Plans [Member]	Dec. 31, 2012 Pension Plans [Member]	Dec. 31, 2011 Pension Plans [Member]	Dec. 31, 2013 Pension Plans [Member] Fixed Income Securities [Member]	Dec. 31, 2012 Pension Plans [Member] Fixed Income Securities [Member]	Dec. 31, 2013 Pension Plans [Member] Private Equity Funds [Member]	Dec. 31, 2012 Pension Plans [Member] Private Equity Funds [Member]	Dec. 31, 2013 Pension Plans [Member] Real estate and real assets [Member]	Dec. 31, 2012 Pension Plans [Member] Real estate and real assets [Member]	Dec. 31, 2013 Pension Plans [Member] Hedge Funds [Member]	Dec. 31, 2012 Pension Plans [Member] Hedge Funds [Member]	Dec. 31, 2013 Pension Plans [Member] Equity Securities [Member]	Dec. 31, 2012 Pension Plans [Member] Equity Securities [Member]	Dec. 31, 2013 Pension Plans [Member] Level 3 [Member] Fixed Income Securities [Member] Other [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Fixed Income Securities [Member] Corporate [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Fixed Income Securities [Member] Mortgage backed and asset backed [Member]	Dec. 31, 2013 Pension Plans [Member] Level 3 [Member] Private Equity Funds [Member]	Dec. 31, 2013 Pension Plans [Member] Level 3 [Member] Real estate and real assets [Member] Real Estate [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Real estate and real assets [Member] Real Estate [Member]	Dec. 31, 2013 Pension Plans [Member] Level 3 [Member] Real estate and real assets [Member] Real assets [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Real estate and real assets [Member] Real assets [Member]	Dec. 31, 2013 Pension Plans [Member] Level 3 [Member] Hedge Funds [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Hedge Funds [Member]	Dec. 31, 2012 Pension Plans [Member] Level 3 [Member] Private Equity and Other Funds [Member]	Dec. 31, 2014 Other Postretirement Benefits Plans [Member]	Dec. 31, 2013 Other Postretirement Benefits Plans [Member]	Dec. 31, 2012 Other Postretirement Benefits Plans [Member]	Dec. 31, 2011 Other Postretirement Benefits Plans [Member]	Dec. 31, 2013 Other Postretirement Benefits Plans [Member] Fixed Income Securities [Member]	Dec. 31, 2013 Other Postretirement Benefits Plans [Member] Equity Securities [Member]	Sep. 30, 2011 Other Postretirement Benefits Plans [Member] Postretirement Plan Adjustment [Member]
Defined Benefit Plan Disclosure [Line Items]
Post retirement benefit obligation					$ 68,625	$ 75,895	$ 67,651																							$ 7,008	$ 7,981	$ 7,997			$ 294
Net periodic benefit cost					3,449	3,010	2,343																							320	373	784			184
Service cost					1,886	1,649	1,406																							148	146	221			73
Interest cost					2,906	3,005	3,116																							263	313	484			68
Recognized net actuarial loss					2,231	1,937	1,254																							95	119	178			43
Net periodic benefit cost included in Earnings from operations					3,036	2,407	1,648																							353	543	692			161
Other postretirement benefit adjustment included in inventory	42,912	37,751																																	23
Accumulated benefit obligation (ABO) for all pension plans					63,491	69,312
Moving average of plan assets, years	5
Amount by which fair value of plan assets exceeds market-related value of plan assets (MRVA)	1,340
Derivative net notional amount for fixed income as percentage of total plan assets	18.30%	10.00%
Derivative net notional amount for global equity, currency overlay and commodities as a percentage of total plan assets	(2.20%)	(0.30%)
Defined Benefit Plan, Actual Return on Plan Assets Still Held																		21	(12)	36	422	243	579	71	62	283	101	113
Defined benefit plan, actual plan asset allocations					100.00%	100.00%		49.00%	49.00%	5.00%	5.00%	8.00%	8.00%	5.00%	5.00%	29.00%	29.00%																40.00%	60.00%
Expected contributions				750																									12
Expense for defined contribution plans	$ 742	$ 708	$ 658

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Components Of Earnings Before Income Taxes Between Domestic and Foreign Jurisdictions

The components of earnings before income taxes were:

Years ended December 31,	2013		2012		2011
U.S.		$5,946		$5,647		$5,083
Non-U.S.	286		263		310
Total		$6,232		$5,910		$5,393

Schedule Of Income Tax Expense/(Benefit)

Income tax expense/(benefit) consisted of the following:

Years ended December 31,	2013			2012			2011
Current tax expense
U.S. federal		($82	)		$657			($605	)
Non-U.S.	76			52			93
U.S. state	11			19			(22		)
Total current	5			728			(534		)
Deferred tax expense
U.S. federal	1,531			1,209			1,856
Non-U.S.	41			(13		)	(8		)
U.S. state	69			83			68
Total deferred	1,641			1,279			1,916
Total income tax expense		$1,646			$2,007			$1,382

Reconciliation Of U.S. Federal Statutory Tax Rate To Our Effective Income Tax Rate schedule

The following is a reconciliation of the U.S. federal statutory tax rate of 35% to our effective income tax rate:

Years ended December 31,	2013		2012		2011
U.S. federal statutory tax	35.0	%	35.0	%	35.0	%
Research and development credits	(4.9	)	0.8		(2.7	)
Proposed amendments to the R&E regulations	(3.4	)
Tax on international activities	(0.1	)	(1.2	)	(0.6	)
Tax deductible dividends	(0.6	)	(0.7	)	(0.8	)
State income tax provision, net of effect on U.S. federal tax	0.4		0.8		0.7
Federal audit settlement					(7.4	)
Other provision adjustments			(0.7	)	1.4
Effective income tax rate	26.4	%	34.0	%	25.6	%

Significant Components Of Deferred Tax Assets Net Of Deferred Tax Liabilities

Significant components of our deferred tax assets, net of deferred tax liabilities, at December 31 were as follows:

	2013			2012
Retiree health care accruals		$2,458			$2,867
Inventory and long-term contract methods of income recognition, fixed assets and other (net of valuation allowance of $20 and $27)	(9,948		)	(7,151		)
Partnerships and joint ventures	(62		)	(162		)
Other employee benefits accruals	1,773			1,427
In-process research and development related to acquisitions	23			37
Net operating loss, credit and capital loss carryovers (net of valuation allowance of $105 and $94)	362			307
Pension asset	3,099			6,232
Customer and commercial financing	(990		)	(1,078		)
Unremitted earnings of non-U.S. subsidiaries	(44		)	(49		)
Other net unrealized losses	26			(17		)
Net deferred tax (liabilities)/assets(1)		($3,303	)		$2,413

⁽¹⁾  Of the deferred tax asset for net operating loss and credit carryovers, $295 expires in years ending from December 31, 2014 through December 31, 2033 and $67 may be carried over indefinitely. Included in the net deferred tax (liabilities)/assets as of December 31, 2013 and 2012 are deferred tax assets in the amounts of $5,818 and $10,210 related to Accumulated other comprehensive loss.

Net Deferred Tax Assets and Liabilities

Net deferred tax (liabilities)/assets at December 31 were as follows:

	2013			2012
Deferred tax assets		$12,486			$16,580
Deferred tax liabilities	(15,664		)	(14,046		)
Valuation allowance	(125		)	(121		)
Net deferred tax (liabilities)/assets		($3,303	)		$2,413

Schedule Of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2013			2012			2011
Unrecognized tax benefits – January 1		$1,055			$939			$1,198
Gross increases – tax positions in prior periods	10			55			154
Gross decreases – tax positions in prior periods	(125		)	(20		)	(383		)
Gross increases – current-period tax positions	202			83			28
Gross decreases – current-period tax positions	(1		)	(1		)	(15		)
Settlements				(1		)	(42		)
Lapse of statute of limitations							(1		)
Unrecognized tax benefits – December 31		$1,141			$1,055			$939

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Postretirement Plans (Schedule Of Changes In The Benefit Obligation, Plan Assets And Funded Status Of Both Pensions And OPB) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Accrued pension plan liability, net	$ (10,474)	$ (19,651)
Pension Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Beginning balance	75,895	67,651
Service cost	1,886	1,649	1,406
Interest cost	2,906	3,005	3,116
Plan participants’ contributions	8	9
Amendments	111	13
Actuarial (gain)/loss	(9,205)	6,378
Settlement/curtailment/other	(81)	(76)
Gross benefits paid	(2,874)	(2,744)
Exchange rate adjustment	(21)	10
Ending balance	68,625	75,895	67,651
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance at fair value	56,178	51,051
Actual return on plan assets	3,316	6,300
Company contribution	1,542	1,550
Plan participants’ contributions	8	9
Settlement/curtailment/other	(103)	(71)
Benefits paid	(2,792)	(2,669)
Exchange rate adjustment	(18)	8
Ending balance at fair value	58,131	56,178	51,051
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Other assets	60	5
Other accrued liabilities	(80)	(71)
Accrued pension plan liability, net	(10,474)	(19,651)
Net amount recognized	(10,494)	(19,717)
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Beginning balance	7,981	7,997
Service cost	148	146	221
Interest cost	263	313	484
Plan participants’ contributions	3	3
Amendments	4	12
Actuarial (gain)/loss	(905)	(53)
Settlement/curtailment/other	(57)	(1)
Gross benefits paid	(451)	(474)
Subsidies	32	37
Exchange rate adjustment	(7)	4
Ending balance	7,008	7,981	7,997
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Beginning balance at fair value	110	102
Actual return on plan assets	23	1
Company contribution	14	15
Plan participants’ contributions	3	3
Settlement/curtailment/other	11	10
Benefits paid	(21)	(21)
Exchange rate adjustment
Ending balance at fair value	140	110	102
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Other accrued liabilities	(340)	(343)
Accrued retiree health care	(6,528)	(7,528)
Net amount recognized	$ (6,868)	$ (7,871)

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Comprehensive Income [Abstract]
Unrealized loss on certain investments, tax		$ 0	$ 1
Unrealized (loss)/gain on derivative instruments:
Unrealized gain/(loss) arising during period, tax	42	(13)	7
Reclassification adjustment for loss included in net earnings, tax	9	3	9
Defined benefit pension plans & other postretirement benefits:
Prior service cost arising during the period, tax	41	9	(195)
Amortization of prior service cost included in net periodic pension cost, tax	(6)	(10)	(54)
Net actuarial loss arising during the period, tax	(3,437)	1,382	2,297
Amortization of actuarial losses included in net periodic pension cost, tax	(849)	(752)	(523)
Settlements and curtailments included in net income, tax	(33)	(9)	(25)
Pension and post retirement benefits related to our equity method investments, tax	$ (13)	$ (74)	$ 38

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Property, Plant And Equipment (Schedule Of Property, Plant And Equipment) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Abstract]
Land	$ 562	$ 531
Buildings and land improvements	11,068	10,696
Machinery and equipment	12,376	11,847
Construction in progress	1,288	1,231
Gross property, plant and equipment	25,294	24,305
Less accumulated depreciation	(15,070)	(14,645)
Total	$ 10,224	$ 9,660

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Consolidated Statements Of Equity (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Statement of Stockholders' Equity [Abstract]
Other Comprehensive Income (loss), Tax	$ (4,246)	$ 536	$ 1,555
Cash dividends declared, per share	$ 2.185	$ 1.805	$ 1.70

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Summary Of Business Segment Data (Parenthetical) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Net (loss)/gain on disposal of discontinued operations, taxes	$ 0	$ (2)	$ 4

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Customer Financing (Allowance For Losses On Financing Receivables) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Financing Receivable, Allowance for Credit Losses [Roll Forward]
Beginning balance - January 1	$ (60)	$ (70)	$ (353)
Write-offs	11	10	269
Write-offs			14
Ending balance - December 31	(49)	(60)	(70)
Financing Receivable, Allowance for Credit Loss, Additional Information [Abstract]
Collectively evaluated for impairment	$ (49)	$ (60)	$ (70)

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Postretirement Plans (Components Of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 1,886	$ 1,649	$ 1,406
Interest cost	2,906	3,005	3,116
Expected return on plan assets	(3,874)	(3,831)	(3,741)
Amortization of prior service costs	196	225	244
Recognized net actuarial loss	2,231	1,937	1,254
Settlement and curtailment loss	104	25	64
Net periodic benefit cost	3,449	3,010	2,343
Net periodic benefit cost included in Earnings from operations	3,036	2,407	1,648
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	148	146	221
Interest cost	263	313	484
Expected return on plan assets	(6)	(7)	(6)
Amortization of prior service costs	(180)	(197)	(96)
Recognized net actuarial loss	95	119	178
Settlement and curtailment loss		(1)	3
Net periodic benefit cost	320	373	784
Net periodic benefit cost included in Earnings from operations	$ 353	$ 543	$ 692

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Income Taxes (Schedule Of Reconciliation Of U.S. Federal Statutory Tax Rate To Our Effective Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
U.S. federal statutory tax	35.00%	35.00%	35.00%
Research and development credits	(4.90%)	0.80%	(2.70%)
Proposed R&E Amendments	(3.40%)
Tax on international activities	(0.10%)	(1.20%)	(0.60%)
Tax deductible dividends	(0.60%)	(0.70%)	(0.80%)
State income tax provision, net of effect on U.S. federal tax	0.40%	0.80%	0.70%
Federal audit settlement			(7.40%)
Other provision adjustments		(0.70%)	1.40%
Effective income tax rate	26.40%	34.00%	25.60%

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Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

On October 29, 2007, the Board approved the repurchase of up to $7,000 of common stock (the 2007 Program). At December 31, 2013, $810 in shares may still be repurchased under the Program. On December 16, 2013, the Board approved a new repurchase plan (the 2013 Program) for up to $10,000 of common stock that commences following the completion of the 2007 Program. Unless terminated earlier by a Board resolution, the Program will expire when we have used all authorized funds for repurchase.

As of December 31, 2013 and 2012, there were 1,200,000,000 shares of common stock and 20,000,000 shares of preferred stock authorized. No preferred stock has been issued.

Changes in Share Balances

The following table shows changes in each class of shares:

	Common Stock	Treasury Stock
Balance at January 1, 2011	1,012,261,159	277,002,059
Issued		(9,800,174	)
Acquired		354,503
Balance at December 31, 2011	1,012,261,159	267,556,388
Issued		(11,935,423	)
Acquired		1,009,663
Balance at December 31, 2012	1,012,261,159	256,630,628
Issued		(17,903,704	)
Acquired		26,155,537
Balance at December 31, 2013	1,012,261,159	264,882,461

Accumulated Other Comprehensive Loss

Changes in Accumulated other comprehensive income/(loss) (AOCI) by component for the years ended December 31, 2013, 2012 and 2011 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, 2011		$232			($6	)		$95			($14,079	)			($13,758	)
Other comprehensive loss before reclassifications	(35		)	(2		)	(13		)	(3,721		)		(3,771		)
Amounts reclassified from AOCI							(16		)	1,045			(2)	1,029
Net current period Other comprehensive loss	(35		)	(2		)	(29		)	(2,676		)		(2,742		)
Balance at December 31, 2011		$197			($8	)		$66			($16,755	)			($16,500	)
Other comprehensive income/(loss) before reclassifications	17						25			(2,290		)		(2,248		)
Amounts reclassified from AOCI							(5		)	1,337			(2)	1,332
Net current period Other comprehensive income/(loss)	17						20			(953		)		(916		)
Balance at December 31, 2012		$214			($8	)		$86			($17,708	)			($17,416	)
Other comprehensive income/(loss) before reclassifications	(64		)				(75		)	6,093				5,954
Amounts reclassified from AOCI							(17		)	1,585			(2)	1,568
Net current period Other comprehensive income/(loss)	(64		)				(92		)	7,678				7,522
Balance at December 31, 2013		$150			($8	)		($6	)		($10,030	)			($9,894	)

⁽¹⁾  Net of tax.

⁽²⁾  Primarily relates to amortization of actuarial gains/losses for the years ended December 31, 20132012 and 2011 totaling $1,516, $1,304 and $909 (net of tax of ($849), ($752)and ($523)) which is included in the net periodic pension cost of which a portion is allocated to production as inventoried costs. See Note 14.

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Postretirement Plans (Schedule Of Estimated Future Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013
Pension Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected future benefit payments, 2014	$ 3,173
Expected future benefit payments, 2015	3,346
Expected future benefit payments, 2016	3,522
Expected future benefit payments, 2017	3,696
Expected future benefit payments, 2018	3,865
Expected future benefit payments, 2019-2023	21,112
Other Postretirement Benefits Plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Expected future benefit payments, 2014	439
Expected future benefit payments, 2015	466
Expected future benefit payments, 2016	498
Expected future benefit payments, 2017	525
Expected future benefit payments, 2018	571
Expected future benefit payments, 2019-2023	3,035
Gross benefits paid, 2014	478
Gross benefits paid, 2015	507
Gross benefits paid, 2016	539
Gross benefits paid, 2017	567
Gross benefits paid, 2018	614
Gross benefits paid, 2019-2023	3,250
Subsidies, 2014	(39)
Subsidies, 2015	(41)
Subsidies, 2016	(41)
Subsidies, 2017	(42)
Subsidies, 2018	(43)
Subsidies, 2019-2023	$ (215)

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Fair Value Measurements Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Available-for-sale investments	$ 8	$ 9
Derivatives	86	178
Derivatives	(79)	(84)
Fair Value, Measurements, Recurring [Member] | Fair Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Money market funds	3,783	4,534
Available-for-sale investments	8	9
Derivatives	86	178
Total assets	3,877	4,721
Derivatives	(79)	(84)
Total liabilities	(79)	(84)
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Money market funds	3,783	4,534
Available-for-sale investments	6	6
Total assets	3,789	4,540
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Derivatives	86	178
Total assets	86	178
Derivatives	(79)	(84)
Total liabilities	(79)	(84)
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Available-for-sale investments	2	3
Total assets	$ 2	$ 3

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Derivative Financial Instruments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013
Derivative [Line Items]
Cash flow hedge losses to be reclassified during the next 12 months, pre-tax	$ (6)
Fair value of foreign exchange and commodity contracts that have credit-risk-related contingent features that are in a net liability position	$ (7)
Maximum [Member] | Foreign Exchange Contracts [Member]
Derivative [Line Items]
Derivative, Latest Maturity Date	Dec. 31, 2023
Maximum [Member] | Commodity Contracts [Member]
Derivative [Line Items]
Derivative, Latest Maturity Date	Dec. 31, 2017

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Accounts Receivable (Schedule Of Accounts Receivable) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013		Dec. 31, 2012
Accounts Receivables [Line Items]
Less valuation allowance, Current	$ (104)		$ (82)
Accounts receivable, Net, Current	6,546		5,608
U S Government Contracts [Member]
Accounts Receivables [Line Items]
Accounts Receivable, Gross, Current	3,604		2,788
Defense, Space & Security customers [Member]
Accounts Receivables [Line Items]
Accounts Receivable, Gross, Current	1,073	[1]	1,196	[1]
Commercial Airplanes customers [Member]
Accounts Receivables [Line Items]
Accounts Receivable, Gross, Current	1,072		903
Reinsurance Receivables [Member]
Accounts Receivables [Line Items]
Accounts Receivable, Gross, Current	525		509
Other [Member]
Accounts Receivables [Line Items]
Accounts Receivable, Gross, Current	$ 376		$ 294

[1] Excludes U.S. government contracts

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Summary of Business Segment Data (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]

Schedule Of Segment Reporting Information, By Segment

(Dollars in millions)
Years ended December 31,	2013			2012			2011
Revenues:
Commercial Airplanes		$52,981			$49,127			$36,171
Defense, Space & Security:
Boeing Military Aircraft	15,936			16,019			14,585
Network & Space Systems	8,512			7,911			8,964
Global Services & Support	8,749			8,677			8,427
Total Defense, Space & Security	33,197			32,607			31,976
Boeing Capital	408			468			547
Other segment	102			106			123
Unallocated items and eliminations	(65		)	(610		)	(82		)
Total revenues		$86,623			$81,698			$68,735
Earnings from operations:
Commercial Airplanes		$5,795			$4,711			$3,495
Defense, Space & Security:
Boeing Military Aircraft	1,465			1,489			1,431
Network & Space Systems	719			562			759
Global Services & Support	1,051			1,017			968
Total Defense, Space & Security	3,235			3,068			3,158
Boeing Capital	107			88			119
Other segment	(156		)	(186		)	39
Unallocated items and eliminations	(2,419		)	(1,391		)	(988		)
Earnings from operations	6,562			6,290			5,823
Other income, net	56			62			47
Interest and debt expense	(386		)	(442		)	(477		)
Earnings before income taxes	6,232			5,910			5,393
Income tax expense	(1,646		)	(2,007		)	(1,382		)
Net earnings from continuing operations	4,586			3,903			4,011
Net (loss)/gain on disposal of discontinued operations, net of taxes of $0, $2, ($4)	(1		)	(3		)	7
Net earnings		$4,585			$3,900			$4,018

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Investments

12 Months Ended

Dec. 31, 2013

Investments [Abstract]

Investments

Investments

Our investments, which are recorded in Short-term and other investments or Investments, consisted of the following at December 31:

	2013		2012
Time deposits		$6,090		$3,135
Pledged money market funds(1)	46		56
Available-for-sale investments	8		9
Equity method investments (2)	1,164		1,137
Restricted cash(3)	33		25
Other investments	33		35
Total		$7,374		$4,397

⁽¹⁾  Reflects amounts pledged in lieu of letters of credit as collateral in support of our workers’ compensation programs. These funds can become available within 30 days notice upon issuance of letters of credit.

⁽²⁾  Dividends received were $226 and $341 during 2013 and 2012. Retained earnings at December 31, 2013 include undistributed earnings from our equity method investments of $144.

⁽³⁾  Restricted to pay certain claims related to workers’ compensation and life insurance premiums for certain employees.

Equity Method Investments

Our equity method investments consisted of the following as of December 31:

	Segment	Ownership Percentages	Investment Balance
			2013		2012
United Launch Alliance	Network & Space Systems (N&SS)	50%		$970		$946
Other	Commercial Airplanes, N&SS and Global Services & Support (GS&S)		194		191
Total Equity method investments				$1,164		$1,137

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Debt (Schedule Of Short-Term Debt And Current Portion Of Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
Unsecured debt securities	$ 1,370	$ 1,224
Non-recourse debt and notes	32	51
Capital Lease Obligations	68	96
Other notes	93	65
Short-term debt and current portion of long-term debt	$ 1,563	$ 1,436